1 800 FLOWERS COM INC - Quarter Report: 2023 January (Form 10-Q)

flws20230101_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 January 1, 2023

☐ 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 February 3, 2023:

Class A common stock: 37,698,868

Class B common stock: 27,068,221

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1-800-FLOWERS.COM, Inc.

FORM 10-Q

For the quarterly period ended January 1, 2023

TABLE OF CONTENTS

		Page
Part I.	Financial Information
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets – January 1, 2023 (Unaudited) and July 3, 2022	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) – Three and Six Months Ended January 1, 2023 and December 26, 2021	2
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) – Three and Six Months Ended January 1, 2023 and December 26, 2021	3
	Condensed Consolidated Statements of Cash Flows (Unaudited) – Six Months Ended January 1, 2023 and December 26, 2021	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
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	38

Signatures		39

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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)

	January 1, 2023			July 3, 2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	189,718		$	31,465
Trade receivables, net		53,027			23,812
Inventories		201,057			247,563
Prepaid and other		24,929			45,398
Total current assets		468,731			348,238

Property, plant and equipment, net		235,913			236,481
Operating lease right-of-use assets		131,722			129,390
Goodwill		213,999			213,287
Other intangibles, net		142,847			145,568
Other assets		23,787			21,927
Total assets	$	1,216,999		$	1,094,891

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	75,095		$	57,386
Accrued expenses		233,926			175,392
Current maturities of long-term debt		20,000			20,000
Current portion of long-term operating lease liabilities		15,289			12,919
Total current liabilities		344,310			265,697

Long-term debt, net		132,786			142,497
Long-term operating lease liabilities		124,725			123,662
Deferred tax liabilities, net		34,895			35,742
Other liabilities		19,757			17,884
Total liabilities		656,473			585,482

Commitments and contingencies (See Note 13 and Note 15)

Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued		-			-
Class A common stock, $0.01 par value, 200,000,000 shares authorized, 58,256,031 and 57,706,389 shares issued at January 1, 2023 and July 3, 2022		583			577
Class B common stock, $0.01 par value, 200,000,000 shares authorized, 32,348,221 and 32,529,614 shares issued at January 1, 2023 and July 3, 2022		323			325
Additional paid-in capital		383,335			379,885
Retained earnings		364,623			315,785
Accumulated other comprehensive loss		(211	)		(211	)
Treasury stock, at cost, 20,558,644 and 20,418,396 Class A shares at January 1, 2023 and July 3, 2022, and 5,280,000 Class B shares at January 1, 2023 and July 3, 2022		(188,127	)		(186,952	)
Total stockholders’ equity		560,526			509,409
Total liabilities and stockholders’ equity	$	1,216,999		$	1,094,891

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
	January 1, 2023		December 26, 2021			January 1, 2023		December 26, 2021

Net revenues	$	897,877	$	943,044		$	1,201,481	$	1,252,417
Cost of revenues		530,111		564,594			732,257		748,453
Gross profit		367,766		378,450			469,224		503,964
Operating expenses:
Marketing and sales		194,466		207,771			283,605		302,150
Technology and development		14,952		13,490			29,692		26,913
General and administrative		28,908		28,872			55,153		55,938
Depreciation and amortization		14,315		12,588			27,009		23,558
Total operating expenses		252,641		262,721			395,459		408,559
Operating income		115,125		115,729			73,765		95,405
Interest expense, net		4,143		1,723			6,964		3,251
Other expense (income), net		148		(2,457	)		1,070		(3,053	)
Income before income taxes		110,834		116,463			65,731		95,207
Income tax expense		28,304		27,995			16,893		19,938
Net income and comprehensive net income		82,530		88,468			48,838		75,269

Basic net income per common share	$	1.28	$	1.36		$	0.76	$	1.16

Diluted net income per common share	$	1.27	$	1.34		$	0.75	$	1.14

Weighted average shares used in the calculation of net income per common share:
Basic		64,675		65,261			64,606		65,161
Diluted		64,835		65,969			64,820		65,954

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 January 1, 2023 and December 26, 2021
															Accumulated
	Common Stock										Additional				Other								Total
	Class A				Class B						Paid-in		Retained		Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount		Shares			Amount			Capital		Earnings		Loss			Shares		Amount			Equity

Balance at October 2, 2022		57,706,389	$	577		32,529,614		$	325		$	381,440	$	282,093	$	(211	)		25,698,396	$	(186,952	)	$	477,272
Net income		-		-		-			-			-		82,530		-			-		-			82,530
Stock-based compensation		368,249		4		-			-			1,895		-		-			-		-			1,899
Conversion – Class B into Class A		181,393		2		(181,393	)		(2	)		-		-		-			-		-			-
Acquisition of Class A treasury stock		-		-		-			-			-		-		-			140,248		(1,175	)		(1,175	)
Balance at January 1, 2023		58,256,031	$	583		32,348,221		$	323		$	383,335	$	364,623	$	(211	)		25,838,644	$	(188,127	)	$	560,526

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

	Six Months Ended January 1, 2023 and December 26, 2021
															Accumulated
	Common Stock										Additional				Other								Total
	Class A				Class B						Paid-in		Retained		Comprehensive			Treasury Stock					Stockholders’
	Shares		Amount		Shares			Amount			Capital		Earnings		Loss			Shares		Amount			Equity

Balance at July 3, 2022		57,706,389	$	577		32,529,614		$	325		$	379,885	$	315,785	$	(211	)		25,698,396	$	(186,952	)	$	509,409
Net income		-		-		-			-			-		48,838		-			-		-			48,838
Stock-based compensation		368,249		4		-			-			3,450		-		-			-		-			3,454
Conversion – Class B into Class A		181,393		2		(181,393	)		(2	)		-		-		-			-		-			-
Acquisition of Class A treasury stock		-		-		-			-			-		-		-			140,248		(1,175	)		(1,175	)
Balance at January 1, 2023		58,256,031	$	583		32,348,221		$	323		$	383,335	$	364,623	$	(211	)		25,838,644	$	(188,127	)	$	560,526

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

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
	January 1, 2023			December 26, 2021

Operating activities:
Net income	$	48,838		$	75,269
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,009			23,558
Amortization of deferred financing costs		671			616
Deferred income taxes		(846	)		(1,306	)
Bad debt expense		2,407			(1,285	)
Stock-based compensation		3,454			5,296
Other non-cash items		(470	)		(448	)
Changes in operating items:
Trade receivables		(31,622	)		(55,074	)
Inventories		46,506			(28,534	)
Prepaid and other		7,550			8,172
Accounts payable and accrued expenses		89,050			160,459
Other assets and liabilities		1,113			(875	)
Net cash provided by operating activities		193,660			185,848

Investing activities:
Acquisitions, net of cash acquired		-			(20,786	)
Capital expenditures, net of non-cash expenditures		(23,849	)		(32,608	)
Net cash used in investing activities		(23,849	)		(53,394	)

Financing activities:
Acquisition of treasury stock		(1,175	)		(25,521	)
Proceeds from exercise of employee stock options		-			846
Proceeds from bank borrowings		195,900			125,000
Repayment of notes payable and bank borrowings		(205,900	)		(135,000	)
Debt issuance cost		(383	)		(284	)
Net cash used in financing activities		(11,558	)		(34,959	)

Net change in cash and cash equivalents		158,253			97,495
Cash and cash equivalents:
Beginning of period		31,465			173,573
End of period	$	189,718		$	271,068

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 January 1, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending July 2, 2023. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended July 3, 2022, which provides a more complete understanding of our accounting policies, financial position, operating results and other matters.

The Company’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, is expected to generate over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Valentine’s Day, Easter, Administrative Professionals Week, and Mother's Day, revenues also have historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.

Use of Estimates

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

Revenue Recognition

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

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

●	E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment.
●	Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods is transferred to the customer, at the point of sale, at which time payment is received.
●	Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms are typically 30 days from the date control over the product is transferred to the customer.
●	BloomNet Services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet Services are typically month-to-month and as a result no consideration allocation is necessary across multiple reporting periods. Payment is typically due less than 30 days from the date the services were performed.

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Deferred Revenues

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

Our total deferred revenue as of July 3, 2022 was $33.7 million (included in “Accrued expenses” on our consolidated balance sheets), of which $9.9 and $26.8 million was recognized as revenue during the three and six months ended January 1, 2023. The deferred revenue balance as of January 1, 2023 was $46.5 million.

Recently Issued Accounting Pronouncements

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

Note 2 – Net Income (Loss) Per Common Share

Basic net income per common share is computed by dividing the net income during the period by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income during the period by the sum of the weighted-average number of common shares outstanding during the period and the potentially dilutive common shares (consisting of employee stock options and unvested restricted stock awards).

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

	Three Months Ended				Six Months Ended
	January 1, 2023		December 26, 2021		January 1, 2023		December 26, 2021
	(in thousands, except per share data)
Numerator:
Net income	$	82,530	$	88,468	$	48,838	$	75,269

Denominator:
Weighted average shares outstanding		64,675		65,261		64,606		65,161
Effect of dilutive securities:
Employee stock options		-		14		-		98
Employee restricted stock awards		160		694		214		695
		160		708		214		793

Adjusted weighted-average shares and assumed conversions		64,835		65,969		64,820		65,954

Net income per common share
Basic	$	1.28	$	1.36	$	0.76	$	1.16
Diluted	$	1.27	$	1.34	$	0.75	$	1.14

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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 July 3, 2022, that provides for the grant to eligible employees, consultants and directors of stock options, restricted shares, and other stock-based awards.

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

	Three Months Ended				Six Months Ended
	January 1, 2023		December 26, 2021		January 1, 2023		December 26, 2021
	(in thousands)
Stock options	$	593	$	9	$	593	$	18
Restricted stock		1,306		2,282		2,861		5,278
Total		1,899		2,291		3,454		5,296
Deferred income tax benefit		465		565		846		1,306
Stock-based compensation expense, net	$	1,434	$	1,726	$	2,608	$	3,990

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

	Three Months Ended				Six Months Ended
	January 1, 2023		December 26, 2021		January 1, 2023		December 26, 2021
	(in thousands)
Marketing and sales	$	874	$	1,006	$	1,574	$	2,333
Technology and development		152		91		307		211
General and administrative		873		1,194		1,573		2,752
Total	$	1,899	$	2,291	$	3,454	$	5,296

Stock-based compensation expense has not 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 January 1, 2023:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
					(in years)		(in thousands)
Outstanding at July 3, 2022		-	$	-
Granted		2,346,416	$	8.59
Exercised		-	$	-
Forfeited		-		-
Outstanding at January 1, 2023		2,346,416	$	8.59		9.9	$	2,276

Exercisable at January 1, 2023		-	$	-		-	$	-

As of January 1, 2023, the total future compensation cost related to non-vested options, not yet recognized in the statement of income, was $11.4 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 January 1, 2023:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at July 3, 2022		929,709		$	21.82
Granted		717,799		$	8.38
Vested		(368,249	)	$	17.68
Forfeited		(37,903	)	$	21.30
Non-vested at January 1, 2023		1,241,356		$	15.29

The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of January 1, 2023, there was $13.7 million of total unrecognized compensation cost related to non-vested, restricted, stock-based compensation to be recognized over the weighted-average remaining period of 2.9 years.

Note 4 – Acquisitions

Acquisition of Vital Choice

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

After working capital and related adjustments, total consideration was approximately $20.0 million, and was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values, as a result of information that was available as of the date of the acquisition. During the quarter ended January 1, 2023, the Company finalized its purchase price allocation, resulting in immaterial adjustments to the preliminary carrying value of the respective recorded assets and the residual amount that was allocated to goodwill.

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

	Vital Choice Preliminary Purchase Price Allocation		Measurement Period Interim Adjustments			Vital Choice Purchase Price Allocation
	October 27,					January 1,
	2021					2023
	(in thousands)

Inventory	$	8,653	$	-		$	8,653
Other current assets		929		(474	)		455
Property, plant and equipment		205		(205	)		-
Intangible assets		9,800		(600	)		9,200
Goodwill		4,383		634			5,017
Total assets acquired		23,970		(645	)		23,325

Current liabilities		3,621		(256	)		3,365
Net assets acquired	$	20,349	$	(389	)	$	19,960

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

Of the acquired intangible assets, $4.3 million was assigned to customer lists, which is being amortized over the estimated remaining life of 5 years, $4.9 million was assigned to tradenames (indefinite life), and $5.0 million was assigned to goodwill (indefinite life), which is expected to be deductible for tax purposes. The goodwill recognized is primarily related to synergistic value created in terms of both operating costs and revenue growth opportunities, enhanced financial and operational scale, and other strategic benefits.

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

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

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

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Acquisition of Alice’s Table

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

The resulting total consideration of $1.3 million was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values, as a result of information that was available as of the date of the acquisition. During the quarter ended January 1, 2023, the Company finalized its purchase price allocation, resulting in immaterial adjustments to the preliminary carrying value of the respective recorded assets and the residual amount that was allocated to goodwill. The consideration transferred was allocated to: goodwill of $0.8 million, trademarks of $0.5 million, customer lists of $0.2 million (4-year life), and liabilities of $0.2 million.

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:

	January 1, 2023		July 3, 2022
	(in thousands)
Finished goods	$	109,404	$	128,760
Work-in-process		19,065		29,270
Raw materials		72,588		89,533
Total inventory	$	201,057	$	247,563

Note 6 – Goodwill and Intangible Assets, Net

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

	Consumer Floral & Gifts		BloomNet		Gourmet Foods & Gift Baskets		Total
	(in thousands)
Balance at July 3, 2022	$	151,600	$	-	$	61,687	$	213,287
Measurement period adjustment for Vital Choice Acquisition		-		-		600		600
Measurement period adjustment for Alice's Table Acquisition		112		-		-		112
Balance at January 1, 2023	$	151,712	$	-	$	62,287	$	213,999

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

				January 1, 2023						July 3, 2022
	Amortization Period			Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
	(in years)			(in thousands)
Intangible assets with determinable lives
Investment in licenses	14	-	16	$	7,420	$	6,516	$	904	$	7,420	$	6,464	$	956
Customer lists	3	-	10		28,309		19,512		8,797		28,509		17,473		11,036
Other	5	-	14		2,946		2,573		373		2,946		2,543		403
Total intangible assets with determinable lives					38,675		28,601		10,074		38,875		26,480		12,395
Trademarks with indefinite lives					132,773		-		132,773		133,173		-		133,173
Total identifiable intangible assets				$	171,448	$	28,601	$	142,847	$	172,048	$	26,480	$	145,568

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Future estimated amortization expense is as follows: remainder of fiscal 2023 - $2.0 million, fiscal 2024 - $4.2 million, fiscal 2025 - $1.7 million, fiscal 2026 - $1.1 million, fiscal 2027 - $0.5 million and thereafter - $0.6 million.

Note 7 – Investments

Equity investments without a readily determinable fair value

Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significant influence, are accounted for at cost, less impairment (assessed qualitatively at each reporting period), adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. These investments are included within “Other assets” in the Company’s consolidated balance sheets. The aggregate carrying amount of the Company’s cost method investments was $3.5 million as of January 1, 2023 and July 3, 2022, respectively.

Equity investments with a readily determinable fair value

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

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Note 8 –Debt, Net

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

	January 1, 2023			July 3, 2022
	(in thousands)
Revolver	$	-		$	-
Term Loans		155,000			165,000
Deferred financing costs		(2,214	)		(2,503	)
Total debt		152,786			162,497
Less: current debt		20,000			20,000
Long-term debt	$	132,786		$	142,497

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

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

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

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

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

The Existing Credit Agreement requires that while any borrowings or commitments are outstanding the Company comply with certain financial covenants and affirmative covenants as well as certain negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments and make certain restricted payments. The Company was in compliance with these covenants as of January 1, 2023. The Existing Credit Agreement is secured by substantially all of the assets of the Company.

Future principal payments under the Term Loan and 2020 Term Loan are as follows: $10.0 million – remainder of fiscal 2023 and $145.0 million – fiscal 2024.

Note 9 - Property, Plant and Equipment

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

	January 1, 2023			July 3, 2022
	(in thousands)
Land	$	33,866		$	33,862
Orchards in production and land improvements		20,134			19,773
Building and building improvements		66,631			65,909
Leasehold improvements		29,039			26,266
Production equipment		120,179			106,244
Furniture and fixtures		8,895			8,985
Computer and telecommunication equipment		40,590			38,934
Software		180,187			165,289
Capital projects in progress		3,980			14,525
Property, plant and equipment, gross		503,501			479,787
Accumulated depreciation and amortization		(267,588	)		(243,306	)
Property, plant and equipment, net	$	235,913		$	236,481

Note 10 - Fair Value Measurements

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

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

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

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

	Carrying Value		Fair Value Measurements Assets (Liabilities)
			Level 1		Level 2		Level 3
	(in thousands)
As of January 1, 2023:
Trading securities held in a “rabbi trust” (1)	$	19,621	$	19,621	$	-	$	-
Total assets (liabilities) at fair value	$	19,621	$	19,621	$	-	$	-

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

(1)

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

Note 11 – Income Taxes

At the end of each interim reporting period, the Company estimates its effective income tax rate expected to be applicable for the full year. This estimate is used in providing for income taxes on a year-to-date basis and may change in subsequent interim periods. The Company’s effective tax rate for the three and six months ended January 1, 2023 was 25.5% and 25.7% respectively, compared to 24.0% and 20.9% in the same periods of the prior year. The effective rates for fiscal 2023 differed from the U.S. federal statutory rate of 21.0% due to state income taxes, nondeductible expenses for executive compensation and tax shortfalls related to stock-based compensation, partially offset by various permanent differences and tax credits. The effective tax rates for fiscal 2022 differed from the U.S. federal statutory rate of 21.0% due to state income taxes and nondeductible expenses for executive compensation, partially offset by various permanent differences and tax credits, including tax windfalls 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 completed its U.S. federal examination for fiscal 2018, however, fiscal years 2019, 2020 and 2021 remain subject to U.S. federal examination. Due to ongoing state examinations and nonconformity with the U.S. federal statute of limitations for assessment, certain states remain open from fiscal 2016. The Company's foreign income tax filings from fiscal 2017 are open for examination by its respective foreign tax authorities, mainly Canada, Brazil, and the United Kingdom.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At January 1, 2023, the Company has an unrecognized tax benefit, including accrued interest and penalties, of approximately $1.4 million. The Company believes that $0.1 million of unrecognized tax positions will be resolved over the next twelve months.

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Note 12 – Business Segments

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

•	Consumer Floral & Gifts,

•	BloomNet, and

•	Gourmet Foods & Gift Baskets

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

	Three Months Ended						Six Months Ended
	January 1, 2023			December 26, 2021			January 1, 2023			December 26, 2021
Net Revenues:	(in thousands)
Segment Net Revenues:
Consumer Floral & Gifts	$	277,049		$	315,083		$	439,229		$	496,312
BloomNet		32,852			37,930			66,219			68,764
Gourmet Foods & Gift Baskets		588,431			590,946			696,659			688,428
Corporate		72			69			116			114
Intercompany eliminations		(527	)		(984	)		(742	)		(1,201	)
Total net revenues	$	897,877		$	943,044		$	1,201,481		$	1,252,417

Operating Income:
Segment Contribution Margin:
Consumer Floral & Gifts	$	27,886		$	38,156		$	38,696		$	57,346
BloomNet		9,348			11,887			18,865			22,747
Gourmet Foods & Gift Baskets		123,503			110,502			104,793			102,829
Segment Contribution Margin Subtotal		160,737			160,545			162,354			182,922
Corporate (a)		(31,297	)		(32,228	)		(61,580	)		(63,959	)
Depreciation and amortization		(14,315	)		(12,588	)		(27,009	)		(23,558	)
Operating income	$	115,125		$	115,729		$	73,765		$	95,405

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

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

	Three Months Ended
	Consumer Floral & Gifts				BloomNet				Gourmet Foods & Gift Baskets				Corporate and Eliminations						Consolidated
	January 1, 2023		December 26, 2021		January 1, 2023		December 26, 2021		January 1, 2023		December 26, 2021		January 1, 2023			December 26, 2021			January 1, 2023			December 26, 2021
Net revenues
E-commerce	$	275,081	$	312,820	$	-	$	-	$	515,329	$	514,702	$	-		$	-		$	790,410		$	827,522
Other		1,968		2,263		32,852		37,930		73,102		76,244		(455	)		(915	)		107,467			115,522
Total net revenues	$	277,049	$	315,083	$	32,852	$	37,930	$	588,431	$	590,946	$	(455	)	$	(915	)	$	897,877		$	943,044

*Other revenues detail*
Retail and other		1,968		2,263		-		-		4,313		4,591		-			-			6,281			6,854
Wholesale		-		-		12,054		14,584		68,789		71,653		-			-			80,843			86,237
BloomNet services		-		-		20,798		23,346		-		-		-			-			20,798			23,346
Corporate		-		-		-		-		-		-		72			69			72			69
Eliminations		-		-		-		-		-		-		(527	)		(984	)		(527	)		(984	)
Total other revenues	$	1,968		2,263	$	32,852	$	37,930	$	73,102	$	76,244	$	(455	)	$	(915	)	$	107,467			115,522

	Six Months Ended
	Consumer Floral & Gifts				BloomNet				Gourmet Foods & Gift Baskets				Corporate and Eliminations						Consolidated
	January 1, 2023		December 26, 2021		January 1, 2023		December 26, 2021		January 1, 2023		December 26, 2021		January 1, 2023			December 26, 2021			January 1, 2023			December 26, 2021
Net revenues
E-commerce	$	435,463	$	492,106	$	-	$	-	$	593,869	$	598,787	$	-		$	-		$	1,029,332		$	1,090,893
Other		3,766		4,206		66,219		68,764		102,790		89,641		(626	)		(1,087	)		172,149			161,524
Total net revenues	$	439,229	$	496,312	$	66,219	$	68,764	$	696,659	$	688,428	$	(626	)	$	(1,087	)	$	1,201,481		$	1,252,417

*Other revenues detail*
Retail and other		3,766		4,206		-		-		6,221		6,428		-			-			9,987			10,634
Wholesale		-		-		25,675		24,568		96,569		83,213		-			-			122,244			107,781
BloomNet services		-		-		40,544		44,196		-		-		-			-			40,544			44,196
Corporate		-		-		-		-		-		-		116			114			116			114
Eliminations		-		-		-		-		-		-		(742	)		(1,201	)		(742	)		(1,201	)
Total other revenues	$	3,766		4,206	$	66,219	$	68,764	$	102,790	$	89,641	$	(626	)	$	(1,087	)	$	172,149			161,524

Note 13 – Leases

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.

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

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

Additional information related to our leases is as follows:

	Three Months Ended						Six Months Ended
	January 1, 2023			December 26, 2021			January 1, 2023			December 26, 2021
	(in thousands)
Lease costs:
Operating lease costs	$	5,606		$	5,101		$	10,953		$	9,064
Variable lease costs		6,603			5,745			12,454			10,875
Short-term lease cost		2,889			2,916			4,454			4,497
Sublease income		(241	)		(175	)		(484	)		(357	)
Total lease costs	$	14,857		$	13,587		$	27,377		$	24,079

Cash paid for amounts included in measurement of operating lease liabilities							$	9,851		$	7,309
Right-of-use assets obtained in exchange for new operating lease liabilities							$	10,521		$	55,433

	January 1, 2023
	(in thousands)
Weighted-average remaining lease term - operating leases (in years)		9.1
Weighted-discount rate - operating leases		3.9	%

Maturities of lease liabilities in accordance with ASC 842 as of January 1, 2023 and reconciliation to balance sheet are as follows (in thousands):

Remainder of 2023	$	9,358
2024		22,235
2025		19,946
2026		18,006
2027		16,376
Thereafter		82,497
Total Future Minimum Lease Payments		168,418
Less: Imputed Remaining Interest		28,404
Total Operating Lease Liabilities		140,014
Less: Current portion of long-term operating lease liabilities		15,289
Long-term operating lease liabilities	$	124,725

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Note 14 - Accrued Expenses

Accrued expenses consisted of the following:

	January 1, 2023		July 3, 2022
	(in thousands)
Payroll and employee benefits	$	33,543	$	37,617
Deferred revenue		46,537		33,746
Accrued marketing expenses		22,138		19,506
Accrued florist payout		22,210		18,938
Accrued purchases		46,464		32,141
Other		63,034		33,444
Accrued Expenses	$	233,926	$	175,392

Note 15 – Commitments and Contingencies

Litigation

Call Center Worker Claim:

In March of 2018, a putative class action lawsuit was filed against a subsidiary of the Company (the “Subsidiary”) in the U.S. District Court for the District of Oregon, Medford Division (the “Court”), alleging violations of the federal Fair Labor Standards Act (FLSA) and Oregon state law. The complaint was brought on behalf of a putative class of call center workers and alleged that certain Subsidiary policies and practices resulted in class members’ performance of unpaid work. The plaintiff sought class certification, compensation for alleged unpaid and underpaid wages, civil penalties, prejudgment interest, liquidated damages, litigation costs, and attorneys’ fees. Following mediation, the parties reached an agreement in April 2022 to resolve all claims. In September 2022, the Court granted final approval of the settlement agreement, and in November 2022, the Company remitted payment of approximately $2.9 million, which was previously accrued during the quarter ended March 27, 2022, and was included in "Accrued expenses" in the consolidated balance sheets at July 3, 2022. In entering into the settlement agreement, the Subsidiary made no admission of liability.

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

Note 16. Subsequent Events

Acquisition of Things Remembered

On January 10, 2023, the Company completed its acquisition of the Things Remembered brand, a provider of personalized gifts, which will maintain it's well-known brand and whose operations will be integrated within the PersonalizationMall brand, in the Consumer Floral & Gifts segment.

The Company used cash on its balance sheet to fund the $5.0 million purchase, which included the intellectual property, customer list, as well as certain residual inventory and equipment. The acquisition did not include Things Remembered retail stores. Things Remembered’s annual revenues from its ecommerce operations, based on its most recently available financial information was $30.4 million for the twelve months ended November 30, 2022.

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

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ("MD&A") is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the consolidated financial statements and notes to those statements that appear elsewhere in this Form 10-Q and in the Company’s Annual Report on Form 10-K, for the year ended July 3, 2022. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption “Forward-Looking Information and Factors That May Affect Future Results,” under Part I, Item 1A, of the Company’s Annual Report on Form 10-K, for the year ended July 3, 2022 under the heading “Risk Factors” and Part II-Other Information, Item 1A in this Form 10-Q.

Business Overview

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

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

Acquisition of Vital Choice

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

Acquisition of Alice’s Table

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

Acquisition of Things Remembered

On January 10, 2023, the Company completed its acquisition of the Things Remembered brand, a provider of personalized gifts, which will maintain it's well-known brand and whose operations will be integrated within the PersonalizationMall brand, in the Consumer Floral & Gifts segment.

The Company used cash on its balance sheet to fund the $5.0 million purchase, which included the intellectual property, customer list, and tradenames, as well as certain residual inventory and equipment. The acquisition did not include Things Remembered retail stores. Things Remembered’s annual revenues from its ecommerce operations, based on its most recently available financial information was $30.4 million for the twelve months ended November 30, 2022 - see Note 16. Subsequent Events in Item 1.

Amended Credit Agreement

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

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Macro-Economic Factors

Overall, consumer behavior continues to reflect the significant geo-political, inflationary forces and interest rate hikes that are affecting both their discretionary and nondiscretionary spending. Throughout the current fiscal year, we have seen that customer spending on “Everyday” gifting occasions has slowed, whereas spending for the major holidays has held up better, even while customers reverted to their historical shopping patterns, shopping much later in the holiday period. We also noticed that our customers shifted from our floral gifts towards our gourmet food products, consistent with trends we’ve seen in previous challenging macroeconomic environments. COVID still remains an impact on corporate gifting, which we attribute to macro-economic pressures and hybrid work environments.

For the balance of the fiscal year, we expect that customers will continue to moderate their spending on everyday gifting occasions, and while we also expect that our customers will continue to shop for the important people in their lives during the major upcoming holidays, including Valentine’s Day and Mother’s Day, the second half of our fiscal year is more heavily weighted towards everyday gifting occasions.

The challenging macro-economic conditions that have affected our customers have also impacted our operating costs. During the second quarter of fiscal 2022, in-bound and out-bound shipping, commodity, labor and fuel costs began to surge, and escalated throughout the balance of the year into our first quarter of fiscal 2023. During our second quarter of the current fiscal year, while certain commodity prices remain near historical highs, we began to see a more stable labor market, and year-over-year reductions in ocean freight costs. As a result of these trends, combined with our strategic pricing initiatives, and automation efforts, we expect to continue to see margin improvement during the second half of our fiscal year, as we cycle against the sharp inflationary period of a year ago.

Company Guidance

The Company is updating its fiscal 2023 guidance based on its second quarter performance and the current economic environment. While the highly unpredictable nature of the current macro economy makes it difficult to forecast in this environment, the Company continues to expect that after growing revenues 77% over the past three fiscal years, revenues will decline in fiscal 2023 on cautious consumer behavior. The Company also anticipates that as a result of the investments it has made, and continues to make, in its business platform, along with strategic pricing programs and a moderation of certain cost inputs, gross margins and bottom-line results will gradually improve during the latter half of the current fiscal year.

Full Year Fiscal 2023 Guidance

●

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

●

Adjusted EBITDA is now expected to be in a range of $80 million to $85 million; and

●

Free Cash Flow to exceed $75 million.

Refer to "Definitions of non-GAAP Financial Measures" for reconciliation of non-GAAP results to applicable GAAP results.

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Definitions of non-GAAP Financial Measures:

We sometimes use financial measures derived from consolidated financial information, but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these are considered "non-GAAP financial measures" under the U.S. Securities and Exchange Commission rules. See below for definitions and the reasons why we use these non-GAAP financial measures. Where applicable, see the Segment Information and Results of Operations sections below for reconciliations of these non-GAAP measures to their most directly comparable GAAP financial measures. We do not provide a reconciliation of adjusted EBITDA guidance to net income guidance or a reconciliation of free cash flow guidance to net cash provided by operating activities because doing so would require unreasonable efforts at this time, because of the uncertainty and variability of the nature and amount of certain components of various necessary GAAP components, including for example those related to compensation, tax items, amortization or others that may arise during the year, and the Company's management believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The lack of such reconciling information should be considered when assessing the impact of such disclosures.

EBITDA and adjusted EBITDA

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

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

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

Segment contribution margin and adjusted segment contribution margin

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

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

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

Adjusted net income (loss) and adjusted or comparable net income (loss) per common share

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

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

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
	January 1, 2023			Things Remembered Transaction Costs		As Adjusted (non- GAAP) January 1, 2023			December 26, 2021			Vital Choice and Alice's Table Transaction Costs		As Adjusted (non- GAAP) December 26, 2021			% Change
Net revenues:
Consumer Floral & Gifts	$	277,049				$	277,049		$	315,083		$	-	$	315,083			-12.1	%
BloomNet		32,852					32,852			37,930					37,930			-13.4	%
Gourmet Foods & Gift Baskets		588,431					588,431			590,946					590,946			-0.4	%
Corporate		72					72			69					69			4.3	%
Intercompany eliminations		(527	)				(527	)		(984	)				(984	)		46.4	%
Total net revenues	$	897,877		$	-	$	897,877		$	943,044		$	-	$	943,044			-4.8	%

Gross profit:
Consumer Floral & Gifts	$	112,274				$	112,274		$	130,025				$	130,025			-13.7	%
		40.5	%				40.5	%		41.3	%				41.3	%

BloomNet		13,879					13,879			16,021					16,021			-13.4	%
		42.2	%				42.2	%		42.2	%				42.2	%

Gourmet Foods & Gift Baskets		241,418					241,418			232,239					232,239			4.0	%
		41.0	%				41.0	%		39.3	%				39.3	%

Corporate		195					195			165					165			18.2	%
		270.8	%				270.8	%		239.1	%				239.1	%

Total gross profit	$	367,766		$	-	$	367,766		$	378,450		$	-	$	378,450			-2.8	%
		41.0	%		-		41.0	%		40.1	%		-		40.1	%

EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts	$	27,886		$	-	$	27,886		$	38,156		$	-	$	38,156			-26.9	%
BloomNet		9,348					9,348			11,887					11,887			-21.4	%
Gourmet Foods & Gift Baskets		123,503					123,503			110,502					110,502			11.8	%
Segment Contribution Margin Subtotal		160,737			-		160,737			160,545			-		160,545			0.1	%
Corporate (b)		(31,297	)		243		(31,054	)		(32,228	)		59		(32,169	)		3.5	%
EBITDA (non-GAAP)		129,440			243		129,683			128,317			59		128,376			1.0	%
Add: Stock-based compensation		1,899					1,899			2,291					2,291			-17.1	%
Add: Compensation charge related to NQDC Plan Investment (Depreciation) Appreciation		(196	)				(196	)		2,425					2,425			-108.1	%
Adjusted EBITDA (non-GAAP)	$	131,143		$	243	$	131,386		$	133,033		$	59	$	133,092			-1.3	%

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	Six Months Ended
	January 1, 2023			Things Remembered Transaction Costs		As Adjusted (non- GAAP) January 1, 2023			December 26, 2021			Vital Choice and Alice's Table Transaction Costs		As Adjusted (non- GAAP) December 26, 2021			% Change
Net revenues:
Consumer Floral & Gifts	$	439,229		$	-	$	439,229		$	496,312		$	-	$	496,312			-11.5	%
BloomNet		66,219					66,219			68,764					68,764			-3.7	%
Gourmet Foods & Gift Baskets		696,659					696,659			688,428					688,428			1.2	%
Corporate		116					116			114					114			1.8	%
Intercompany eliminations		(742	)				(742	)		(1,201	)				(1,201	)		38.2	%
Total net revenues	$	1,201,481		$	-	$	1,201,481		$	1,252,417		$	-	$	1,252,417			-4.1	%

Gross profit:
Consumer Floral & Gifts	$	174,193		$	-	$	174,193		$	206,028		$	-	$	206,028			-15.5	%
		39.7	%				39.7	%		41.5	%				41.5	%

BloomNet		28,366					28,366			31,430					31,430			-9.7	%
		42.8	%				42.8	%		45.7	%				45.7	%

Gourmet Foods & Gift Baskets		266,531					266,531			266,402					266,402			0.0	%
		38.3	%				38.3	%		38.7	%				38.7	%

Corporate		134					134			104					104			28.8	%
		115.5	%				115.5	%		91.2	%				91.2	%

Total gross profit	$	469,224		$	-	$	469,224		$	503,964		$	-	$	503,964			-6.9	%
		39.1	%		-		39.1	%		40.2	%		-		40.2	%

EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts	$	38,696		$	-	$	38,696		$	57,346		$	-	$	57,346			-32.5	%
BloomNet		18,865					18,865			22,747					22,747			-17.1	%
Gourmet Foods & Gift Baskets		104,793					104,793			102,829					102,829			1.9	%
Segment Contribution Margin Subtotal		162,354			-		162,354			182,922			-		182,922			-11.2	%
Corporate (b)		(61,580	)		243		(61,337	)		(63,959	)		515		(63,444	)		3.3	%
EBITDA (non-GAAP)		100,774			243		101,017			118,963			515		119,478			-15.5	%
Add: Stock-based compensation		3,454					3,454			5,296					5,296			-34.8	%
Add: Compensation charge related to NQDC Plan Investment (Depreciation) Appreciation		(1,102	)				(1,102	)		2,992					2,992			-136.8	%
Adjusted EBITDA (non-GAAP)	$	103,126		$	243	$	103,369		$	127,251		$	515	$	127,766			-19.1	%

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Reconciliation of net income to adjusted net income (non-GAAP):	Three Months Ended					Six Months Ended
	January 1, 2023			December 26, 2021		January 1, 2023			December 26, 2021

Net income	$	82,530		$	88,468	$	48,838		$	75,269
Adjustments to reconcile net income to adjusted net income (non-GAAP)
Add: Transaction costs		243			59		243			515
Deduct: Income tax effect on adjustments		(63	)		65		(63	)		(108	)
Adjusted net income (non-GAAP)	$	82,710		$	88,592	$	49,018		$	75,676

Basic and diluted net income per common share
Basic	$	1.28		$	1.36	$	0.76		$	1.16
Diluted	$	1.27		$	1.34	$	0.75		$	1.14


Basic and diluted adjusted net income per common share (non-GAAP)
Basic	$	1.28		$	1.36	$	0.76		$	1.16
Diluted	$	1.28		$	1.34	$	0.76		$	1.15

Weighted average shares used in the calculation of basic and diluted net income and adjusted net income per common share
Basic		64,675			65,261		64,606			65,161
Diluted		64,835			65,969		64,820			65,954

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Reconciliation of net income to adjusted EBITDA (non-GAAP):	Three Months Ended						Six Months Ended
	January 1, 2023			December 26, 2021			January 1, 2023			December 26, 2021

Net income	$	82,530		$	88,468		$	48,838		$	75,269
Add: Interest expense and other, net		4,291			(734	)		8,034			198
Add: Depreciation and amortization		14,315			12,588			27,009			23,558
Add: Income tax expense		28,304			27,995			16,893			19,938
EBITDA		129,440			128,317			100,774			118,963
Add: Stock-based compensation		1,899			2,291			3,454			5,296
Add: Compensation charge related to NQDC plan investment (depreciation) appreciation		(196	)		2,425			(1,102	)		2,992
Add: Transaction costs		243			59			243			515
Adjusted EBITDA	$	131,386		$	133,092		$	103,369		$	127,766

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

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

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

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Results of Operations

Net revenues

	Three Months Ended							Six Months Ended
	January 1, 2023		December 26, 2021		% Change			January 1, 2023		December 26, 2021		% Change
	(dollars in thousands)
Net revenues:
E-Commerce	$	790,410	$	827,522		-4.5	%	$	1,029,332	$	1,090,893		-5.6	%
Other		107,467		115,522		-7.0	%		172,149		161,524		6.6	%
Total net revenues	$	897,877	$	943,044		-4.8	%	$	1,201,481	$	1,252,417		-4.1	%

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

Net revenues decreased 4.8% and 4.1% during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year due to lower volume across all segments, as consumers reacted to the significant macro-economic pressures as core food and energy inflation continues to reduce consumer discretionary spending. The downward trend in “Everyday” e-commerce demand, which began in the latter half of fiscal 2022, persisted into the current quarter. However, as we had anticipated, consumers continued to spend for the major holidays and they reverted to their historical shopping patterns, shopping much later in the holiday period. We also noticed demand soften in corporate gifting, which we attribute to macro-economic pressures and hybrid work environments, whereas a year ago there were fewer in-person holiday get-togethers. Adjusted for the non-comparative impact of Alice’s Table and Vital Choice, which were acquired on December 31, 2021 and October 27, 2021, respectively, consolidated revenues decreased 5.0% and 4.7%, in comparison to the prior year periods.

To provide perspective, our post-pandemic fiscal 2023 (three and six months ended January 1, 2023) revenues exceeded our pre-pandemic fiscal 2019 (three and six months ended December 30, 2018) revenues by 57.2% and 62.2%, respectively. This revenue growth includes revenues attributable to Shari’s Berries, which was acquired in August 2019, PersonalizationMall, which was acquired on August 3, 2020, Vital Choice, which was acquired on October 27, 2021, and Alice's Table, which was acquired on December 31, 2021. Excluding revenues from these acquisitions, pro-forma, post-pandemic revenues for the three and six months ended January 1, 2023, exceeded pre-pandemic (three and six months ended December 30, 2018) revenues by 31.8% and 36.1%, respectively.

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	Three Months Ended
	Consumer Floral & Gifts							BloomNet							Gourmet Foods & Gift Baskets							Corporate and Eliminations						Consolidated
	January 1, 2023		December 26, 2021		% Change			January 1, 2023		December 26, 2021		% Change			January 1, 2023		December 26, 2021		% Change			January 1, 2023			December 26, 2021			January 1, 2023			December 26, 2021			% Change
Net revenues
E-commerce	$	275,081	$	312,820		-12.1	%	$	-	$	-		-	%	$	515,329	$	514,702		0.1	%	$	-		$	-		$	790,410		$	827,522			-4.5	%
Other		1,968		2,263		-13.0	%		32,852		37,930		-13.4	%		73,102		76,244		-4.1	%		(455	)		(915	)		107,467			115,522			-7.0	%
Total net revenues	$	277,049	$	315,083		-12.1	%	$	32,852	$	37,930		-13.4	%	$	588,431	$	590,946		-0.4	%	$	(455	)	$	(915	)	$	897,877		$	943,044			-4.8	%

Other revenues detail
Retail and other		1,968		2,263		-13.0	%		-		-					4,313		4,591		-6.1	%		-			-			6,281			6,854			-8.4	%
Wholesale		-		-					12,054		14,584		-17.3	%		68,789		71,653		-4.0	%		-			-			80,843			86,237			-6.3	%
BloomNet services		-		-					20,798		23,346		-10.9	%		-		-					-			-			20,798			23,346			-10.9	%
Corporate		-		-					-		-					-		-					72			69			72			69			4.3	%
Eliminations		-		-					-		-					-		-					(527	)		(984	)		(527	)		(984	)		46.4	%
Total other revenues	$	1,968		2,263		-13.0	%	$	32,852	$	37,930		-13.4	%	$	73,102	$	76,244		-4.1	%	$	(455	)	$	(915	)	$	107,467			115,522			-7.0	%

	Six Months Ended
	Consumer Floral & Gifts							BloomNet							Gourmet Foods & Gift Baskets							Corporate and Eliminations						Consolidated
	January 1, 2023		December 26, 2021		% Change			January 1, 2023		December 26, 2021		% Change			January 1, 2023		December 26, 2021		% Change			January 1, 2023			December 26, 2021			January 1, 2023			December 26, 2021			% Change
Net revenues
E-commerce	$	435,463	$	492,106		-11.5	%	$	-	$	-		-	%	$	593,869	$	598,787		-0.8	%	$	-		$	-		$	1,029,332		$	1,090,893			-5.6	%
Other		3,766		4,206		-10.5	%		66,219		68,764		-3.7	%		102,790		89,641		14.7	%		(626	)		(1,087	)		172,149			161,524			6.6	%
Total net revenues	$	439,229	$	496,312		-11.5	%	$	66,219	$	68,764		-3.7	%	$	696,659	$	688,428		1.2	%	$	(626	)	$	(1,087	)	$	1,201,481		$	1,252,417			-4.1	%

Other revenues detail
Retail and other		3,766		4,206		-10.5	%		-		-					6,221		6,428		-3.2	%		-			-			9,987			10,634			-6.1	%
Wholesale		-		-					25,675		24,568		4.5	%		96,569		83,213		16.1	%		-			-			122,244			107,781			13.4	%
BloomNet services		-		-					40,544		44,196		-8.3	%		-		-					-			-			40,544			44,196			-8.3	%
Corporate		-		-					-		-					-		-					116			114			116			114			1.8	%
Eliminations		-		-					-		-					-		-					(742	)		(1,201	)		(742	)		(1,201	)		38.2	%
Total other revenues	$	3,766		4,206		-10.5	%	$	66,219	$	68,764		-3.7	%	$	102,790	$	89,641		14.7	%	$	(626	)	$	(1,087	)	$	172,149			161,524			6.6	%

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Revenue by sales channel:

E-commerce revenues (combined online and telephonic) decreased 4.5% and 5.6% during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year, primarily as a result of a decline in demand for “Everyday” gifts within the Consumer Floral & Gifts segment, attributable to the macro-economic conditions noted above, which have negatively impacted consumer discretionary spending. E-commerce revenues within the Gourmet Foods & Gift Baskets segment were flat during the three months ended January 1, 2023, and down slightly during the six months ended January 1, 2023, in comparison to the same periods of the prior year, as our customers tend to gravitate towards food products during more challenging economic times. During the three and six months ended January 1, 2023, the Company fulfilled approximately 8.7 million and 11.8 million orders through its e-commerce sales channel (online and telephonic sales), a decrease of 10.3% and 11.7%, respectively, compared to the same periods of the prior year. During the three and six months ended January 1, 2023, average order value increased 6.4% and 6.7%, to $90.66 and $87.11, respectively, as a result of strategic price increases, and product mix into higher price point items. Excluding the impact of the acquisitions of Vital Choice and Alice’s Table, pro-forma e-commerce revenues declined 4.8% and 6.4%, during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year.

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 decreased by 7.0% during the three months ended January 1, 2023, compared to the same period of the prior year, primarily due to unfavorable wholesale product and services revenues within the BloomNet segment, and timing of wholesale shipments within the Gourmet Foods & Gift Baskets segment as a result of several customers who requested product delivery in the first quarter of the fiscal year, in order to avoid supply chain congestion issues experienced in the prior year. Other revenues increased 6.6% during the six months ended January 1, 2023, compared to the same period of the prior year, due to increased wholesale product demand within the Gourmet Foods & Gift Baskets segment, as consumers returned to in person “brick-and-mortar” shopping, partially offset by the decline of wholesale product demand within the BloomNet segment.

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Revenue by segment:

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

Net revenues within this segment decreased 12.1% and 11.5% during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year, due to reduced “Everyday” product demand, as consumer discretionary spending continues to shrink in the current inflationary environment. Pro-forma segment revenues decreased 12.3% and 11.7% during the three and six months ended January 1, 2023, respectively, adjusting for the acquisition of Alice’s Table.

BloomNet - revenues in this segment are derived from membership fees, as well as product and service offerings. Net revenues decreased 13.4% and 3.7% during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year, due a decline in services revenues, which was attributable to membership/transaction fee revenues associated with a decline in order volume going through the network, as well as lower directory services ad revenues. Wholesale revenues were unfavorable during the three months ended January 1, 2023, due to the slowing macro-economic environment. Wholesale revenues were favorable during the six months ended January 1, 2023 due to strong wholesale product demand in the first quarter of the fiscal year, driven by product availability, which had been constrained by supply chain issues in the prior year.

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 decreased 0.4% during the three months ended January 1, 2023 compared to the same period of the prior year, primarily due to unfavorable wholesale volume, due to the timing of DesignPac shipments which, at customer request, moved into the first quarter of the current year to avoid the supply chain delays experienced in the prior year. E-commerce revenues within the segment during the quarter were relatively flat in comparison to prior year as the direct-to-consumer food gifting business held up better during the holiday period, mitigating the softness in our corporate gifting business. Net revenues increased 1.2% during the six months ended January 1, 2023 compared to the same period of the prior year due to favorable wholesale volumes from improved demand as consumers return to traditional “brick-and-mortar” shopping. E-commerce revenues declined by 0.8% during the six months ended January 1, 2023 due to reductions in “EveryDay” volumes, due to macro-economic conditions, combined with the fact that the segment also experienced the highest growth rates during the Pandemic when food gifts/self-consumption peaked. Pro-forma segment revenues decreased 0.7%, and increased 0.2% during the three and six months ended January 1, 2023, respectively, adjusting for the acquisition of Vital Choice.

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Gross profit

	Three Months Ended									Six Months Ended
	January 1, 2023			December 26, 2021			% Change			January 1, 2023			December 26, 2021			% Change
	(dollars in thousands)

Gross profit	$	367,766		$	378,450			-2.8	%	$	469,224		$	503,964			-6.9	%
Gross profit %		41.0	%		40.1	%					39.1	%		40.2	%

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 referred through the Company’s BloomNet network.

Gross profit decreased 2.8% and 6.9% during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year, primarily due to lower revenues noted above. Gross profit percentage increased 90 basis points during the three months ended January 1, 2023, compared to the prior year, driven by the Gourmet Foods & Gift Baskets segment, as a result of strategic pricing initiatives, lower in-bound freight costs, logistics optimization efforts, as well as an improvement in labor availability and automation. Gross profit percentage decreased by 110 basis points during the six months ended January 1, 2023 compared to the prior year, reflecting the annualization of macro-economic headwinds in the first quarter of fiscal 2023, attributable to higher commodity, labor, inbound and outbound shipping costs, including the impact of fuel surcharges, as well as the write-off of dated perishable product, partially offset by the previously noted improvements during the second quarter.

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

Gross profit by segment follows:

Consumer Floral & Gifts segment - Gross profit decreased by 13.7% and 15.5% during the three and six months ended January 1, 2023, respectively, due to the lower revenues noted above, as well as a decrease in gross profit percentage. Gross profit percentage was negatively impacted by increased cost of merchandise, driven by higher ocean freight (carried on earlier inventory buys), as well as higher outbound freight, and labor rates, partially offset by pricing initiatives which are reflected in the higher average order value noted above.

BloomNet segment - Gross profit decreased by 13.4% and 9.7% during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year, due to the lower revenues noted above, as well as the impact of a lower gross margin percentage during the six months ended January 1, 2023, due to the impact of sales mix, with a greater proportion of revenues derived from lower margin wholesale product sales, and higher rebates.

Gourmet Foods & Gift Baskets segment - Gross profit increased by 4.0% during the three months ended January 1, 2023, compared to the same period of the prior year, primarily due to an increase in gross profit percentage driven by strategic pricing initiatives, lower inbound transportation costs, and fulfillment automation. Gross profit during the six months ended January 1, 2023 was consistent with the same period of the prior year. The higher revenues noted above were partially offset by lower gross margins reflecting the annualization of macro-economic headwinds in the first quarter of fiscal 2023, partially offset by the previously noted improvements during the second quarter.

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Marketing and sales expense

	Three Months Ended									Six Months Ended
	January 1, 2023			December 26, 2021			% Change			January 1, 2023			December 26, 2021			% Change
	(dollars in thousands)

Marketing and sales	$	194,466		$	207,771			-6.4	%	$	283,605		$	302,150			-6.1	%
Percentage of net revenues		21.7	%		22.0	%					23.6	%		24.1	%

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

Marketing and sales expense decreased 6.4% and 6.1% during the three and six months ended January 1, 2023, respectively, compared to the same period of the prior year, due to variable components associated with lower revenues, combined with reduced, but more efficient advertising spend.

Technology and development expense

	Three Months Ended									Six Months Ended
	January 1, 2023			December 26, 2021			% Change			January 1, 2023			December 26, 2021			% Change
	(dollars in thousands)

Technology and development	$	14,952		$	13,490			10.8	%	$	29,692		$	26,913			10.3	%
Percentage of net revenues		1.7	%		1.4	%					2.5	%		2.1	%

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

Technology and development expense increased by 10.8% and 10.3% during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year, primarily due to higher maintenance and support for the Company’s technology platform enhancements, including higher labor and consulting costs.

General and administrative expense

	Three Months Ended									Six Months Ended
	January 1, 2023			December 26, 2021			% Change			January 1, 2023			December 26, 2021			% Change
	(dollars in thousands)

General and administrative	$	28,908		$	28,872			0.1	%	$	55,153		$	55,938			-1.4	%
Percentage of net revenues		3.2	%		3.1	%					4.6	%		4.5	%

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 during the three months ended January 1, 2023, were consistent with the same period of the prior year, as the lower labor and related costs, primarily resulting from a decrease in non-qualified deferred compensation plan investment income (see equal offset in “other income/expense, net”), were offset by higher bad debt expense.

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General and administrative expenses decreased 1.4% during the six months ended January 1, 2023, compared to the same period of the prior year, due to lower labor and related costs, primarily resulting from a decrease in non-qualified deferred compensation plan investment income (see equal offset in “other income/expense, net”) and performance-based stock-based compensation, offset in part by professional fees and higher bad debt expense.

Depreciation and amortization expense

	Three Months Ended									Six Months Ended
	January 1, 2023			December 26, 2021			% Change			January 1, 2023			December 26, 2021			% Change
	(dollars in thousands)

Depreciation and amortization	$	14,315		$	12,588			13.7	%	$	27,009		$	23,558			14.6	%
Percentage of net revenues		1.6	%		1.3	%					2.2	%		1.9	%

Depreciation and amortization expense increased 13.7% and 14.6% during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year, due to distribution facility automation projects and IT related ecommerce/platform enhancements, as well as incremental amortization associated with the Vital Choice and Alice’s Table acquisitions.

Interest expense, net

	Three Months Ended							Six Months Ended
	January 1, 2023		December 26, 2021		% Change			January 1, 2023		December 26, 2021		% Change
	(dollars in thousands)

Interest expense, net	$	4,143	$	1,723		140.5	%	$	6,964	$	3,251		114.2	%

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

Interest expense, net increased 140.5% and 114.2% during the three and six months ended January 1, 2023, respectively, compared to the same periods of the prior year, primarily due to a higher level of borrowings against the Company’s line of credit and higher interest rates, partially offset by favorable interest earned on available cash balances at quarter end.

Other expense (income), net

	Three Months Ended								Six Months Ended
	January 1, 2023		December 26, 2021			% Change			January 1, 2023		December 26, 2021			% Change
	(dollars in thousands)

Other expense (income), net	$	148	$	(2,457	)		-106.0	%	$	1,070	$	(3,053	)		-135.0	%

Other expense (income) consists primarily of investment losses/(gains) on the Company’s NQDC Plan assets.

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Income Taxes

The Company recorded income tax expense of $28.3 million and $16.9 million, during the three and six months ended January 1, 2023, respectively, and $28.0 million and $19.9 million, during the three and six months ended December 26, 2021, respectively. The Company’s effective tax rate for the three and six months ended January 1, 2023 was 25.5% and 25.7%, respectively, compared to 24.0% and 20.9% in the same periods of the prior year. The effective rates for fiscal 2023 differed from the U.S. federal statutory rate of 21.0% due to state income taxes, nondeductible expenses for executive compensation and tax shortfalls related to stock-based compensation, partially offset by various permanent differences and tax credits. The effective tax rates for fiscal 2022 differed from the U.S. federal statutory rate of 21.0% due to state income taxes and nondeductible expenses for executive compensation, partially offset by various permanent differences and tax credits, including tax windfalls 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 Company’s Credit Agreement (see Note 8 - Debt in Item 1 for details). At January 1, 2023, the Company had working capital of $124.4 million, including cash and cash equivalents of $189.7 million, compared to working capital of $82.5 million, including cash and cash equivalents of $31.5 million, at July 3, 2022.

Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, is expected to generate over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Valentine’s Day, Easter, Administrative Professionals Week, and Mother’s Day, revenues also have historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.

During the first two quarters of fiscal 2023, the Company borrowed under its revolving credit agreement in order to fund pre-holiday manufacturing and inventory procurement requirements, with borrowings peaking at $195.9 million in November 2022. Cash generated from operations during the Christmas holiday shopping season enabled the Company to repay the borrowings under the Revolver in December 2022. Based on current projected cash flows, the Company believes that available cash balances will be sufficient to provide for the Company’s operating needs through the remainder of fiscal 2023, at which time the Company would again expect to borrow against its Revolver to fund pre-holiday manufacturing and inventory purchases. The Company had no amounts outstanding under its Revolver as of January 1, 2023.

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

Cash Flows

Net cash provided by operating activities of $193.7 million, for the six months ended January 1, 2023, was primarily attributable to the Company’s net income during the period, adjusted by non-cash charges for depreciation and amortization, bad debt expense 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.

Net cash used in investing activities of $23.8 million, for the six months ended January 1, 2023, was attributable to capital expenditures primarily related to the Company's technology and automation initiatives.

Net cash used in financing activities of $11.6 million, for the six months ended January 1, 2023, related primarily to net repayments of bank borrowings under the Company’s working capital line of credit, and acquisition of treasury stock.

Stock Repurchase Program

See Item 2 in Part II below for details.

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Contractual Obligations

At January 1, 2023, the Company’s contractual obligations consist of:

●	Long-term debt obligations - payments due under the Company's Existing Credit Agreement (see Note 8 - Debt in Item 1 for details and payments due by period).
●	Operating lease obligations – payments due under the Company’s operating leases (see Note 13 - Leases in Item 1 for details and payments due by period for the long-term operating leases).
●	Purchase commitments - consisting primarily of inventory and IT related equipment purchase orders and license agreements made in the ordinary course of business – see below for the contractual payments due by period.

	Payments due by period
	(in thousands)
	Remaining Fiscal 2023		Fiscal 2024		Fiscal 2025		Fiscal 2026		Fiscal 2027		Thereafter		Total
Purchase commitments	$	79,430	$	29,676	$	10,247	$	2,052	$	148	$	-	$	121,553

Critical Accounting Policies and Estimates

As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2022, the discussion and analysis of the Company’s financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances, and management evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. The Company’s most critical accounting policies relate to goodwill, other intangible assets and income taxes. There have been no significant changes to the assumptions and estimates related to the Company’s critical accounting policies since July 3, 2022.

Recently Issued Accounting Pronouncements

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

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Forward Looking Information and Factors that May Affect Future Results

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

●	the Company’s ability:

	o	to achieve revenue and profitability;
	o	to leverage its operating platform and reduce operating expenses;
	o	to manage the seasonality of its business;
	o	to cost effectively acquire and retain customers;
	o	to successfully integrate acquired businesses and assets;
	o	to reduce working capital requirements and capital expenditures;
	o	to mitigate the impact of supply chain cost and capacity constraints;
	o	to compete against existing and new competitors;
	o	to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and
	o	to cost effectively manage inventories;

●	the outcome of contingencies, including legal proceedings in the normal course of business; and
●	general consumer sentiment and economic conditions that may affect among other things, the levels of discretionary customer purchases of the Company’s products and the costs of shipping and labor.

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

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Forms 10-Q, 8-K and 10-K reports to the Securities and Exchange Commission. Our Annual Report on Form 10-K for the fiscal year ended July 3, 2022 listed various important factors that could cause actual results to differ materially from expected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. Readers can find them in Part I, Item 1A, of that filing under the heading “Cautionary Statements Under the Private Securities Litigation Reform Act of 1995”. We incorporate that section of that Form 10-K in this filing and investors should refer to it. In addition, please refer to any additional risk factors in Part II, Item 1A in this Form 10-Q.

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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. Borrowings under the Company’s credit facility bear interest at a variable rate, plus an applicable margin, and therefore expose the Company to market risk for changes in interest rates. The effect of a 50 basis point increase in current interest rates on the Company’s interest expense would be approximately $0.4 and $0.7 million during the three and six months ended January 1, 2023.

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 January 1, 2023. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and procedures were not effective as of January 1, 2023, due to a material weakness in internal control over financial reporting related to logical access and segregation of duties, at the application control level, in certain information technology environments. The material weakness was first identified and reported in Management's Report on Internal Control over Financial Reporting in our Annual Report on Form 10-K for the period ending July 3, 2022.

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

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

Changes in Internal Control over Financial Reporting

Except for the remedial actions described above, there were no changes in our internal control over financial reporting identified in connection with the Company’s evaluation required by Rules 13a-15(d) or 15d-15(d) of the Securities Exchange Act of 1934 during the quarter ended January 1, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation

Call Center Worker Claim:

In March of 2018, a putative class action lawsuit was filed against a subsidiary of the Company (the “Subsidiary”) in the U.S. District Court for the District of Oregon, Medford Division (the “Court”), alleging violations of the federal Fair Labor Standards Act (FLSA) and Oregon state law. The complaint was brought on behalf of a putative class of call center workers and alleged that certain Subsidiary policies and practices resulted in class members’ performance of unpaid work. The plaintiff sought class certification, compensation for alleged unpaid and underpaid wages, civil penalties, prejudgment interest, liquidated damages, litigation costs, and attorneys’ fees. Following mediation, the parties reached an agreement in April 2022 to resolve all claims. In September 2022, the Court granted final approval of the settlement agreement, and in November 2022, the Company remitted payment of approximately $2.9 million, which was previously accrued during the quarter ended March 27, 2022, and was included in "Accrued expenses" in the consolidated balance sheets at July 3, 2022. In entering into the settlement agreement, the Subsidiary made no admission of liability.

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

ITEM 1A. RISK FACTORS.

There were no material changes to the Company’s risk factors as discussed in Part 1, Item 1A-Risk Factors in the Company’s Annual Report on Form 10-K for the year ended July 3, 2022.

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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. In addition, on February 3, 2022, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $40.0 million. As of January 1, 2023, $32.0 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 2023, which includes the period July 4, 2022 through January 1, 2023:

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

07/04/22 - 07/31/22		-	$	-		-	$	33,203
08/01/22 - 08/28/22		-	$	-		-	$	33,203
08/29/22 - 10/02/22		-	$	-		-	$	33,203
10/03/22 - 10/30/22		-	$	-		-	$	33,203
10/31/22 - 11/27/22		140,248	$	8.38		140,248	$	32,029
11/28/22 – 01/01/23		-	$	-		-	$	32,029
Total		140,248	$	8.38		140,248

(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.

ITEM 6. EXHIBITS

31.1		Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2		Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS		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 10, 2023	/s/ Christopher G. McCann Christopher G. McCann Chief Executive Officer and Director (Principal Executive Officer)

Date: February 10, 2023	/s/ William E. Shea William E. Shea Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)