v3.5.0.2
Document And Entity Information - shares
3 Months Ended
Oct. 02, 2016
Nov. 07, 2016
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding (in shares)   29,983,004
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding (in shares)   35,298,682
Entity Registrant Name 1 800 FLOWERS COM INC  
Entity Central Index Key 0001084869  
Trading Symbol flws  
Current Fiscal Year End Date --07-02  
Entity Filer Category Accelerated Filer  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Well-known Seasoned Issuer No  
Document Type 10-Q  
Document Period End Date Oct. 02, 2016  
Document Fiscal Year Focus 2017  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.5.0.2
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Oct. 02, 2016
Jul. 03, 2016
Current assets:    
Cash and cash equivalents $ 6,755 $ 27,826
Trade receivables, net 42,821 19,123
Inventories 191,382 103,328
Prepaid and other 27,852 16,382
Total current assets 268,810 166,659
Property, plant and equipment, net 168,186 171,362
Balance at October 2, 2016 and July 3, 2016 77,667 77,667
Other intangibles, net 78,709 79,000
Other assets 9,291 8,253
Total assets 602,663 502,941
Current liabilities:    
Accounts payable 32,448 35,201
Accrued expenses 63,301 66,066
Current debt 146,375 19,594
Total current liabilities 242,124 120,861
Long-term debt 89,425 94,396
Deferred tax liabilities 34,814 35,517
Other liabilities 10,578 9,581
Total liabilities 376,941 260,355
Total equity 225,722 242,586
Total liabilities and equity $ 602,663 $ 502,941
v3.5.0.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Oct. 02, 2016
Sep. 27, 2015
Net revenues $ 165,829 $ 156,041
Cost of revenues 94,442 88,532
Gross profit 71,387 67,509
Operating expenses:    
Marketing and sales 55,078 52,526
Technology and development 9,488 9,311
General and administrative 21,933 19,971
Depreciation and amortization 7,997 7,972
Total operating expenses 94,496 89,780
Operating loss (23,109) (22,271)
Interest expense, net 1,451 1,891
Other income, net (150) (15,538)
Loss before income taxes (24,410) (8,624)
Income tax benefit (8,639) (3,188)
Net loss (15,771) (5,436)
Less: Net loss attributable to noncontrolling interest (952)
Net loss attributable to 1-800-FLOWERS.COM, Inc. $ (15,771) $ (4,484)
Basic and diluted net loss per common share attributable to 1-800-FLOWERS.COM, Inc. (in dollars per share) $ (0.24) $ (0.07)
Basic and diluted weighted average shares used in the calculation of net loss per common share (in shares) 65,081 64,825
v3.5.0.2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Oct. 02, 2016
Sep. 27, 2015
Net loss $ (15,771) $ (5,436)
Other comprehensive income (currency translation) 95 158
Comprehensive loss (15,676) (5,278)
Less: Net loss attributable to noncontrolling interest (952)
Other comprehensive income (currency translation) attributable to noncontrolling interest 87
Comprehensive net loss attributable to noncontrolling interest (865)
Comprehensive loss attributable to 1-800-FLOWERS.COM, Inc. $ (15,676) $ (4,413)
v3.5.0.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Oct. 02, 2016
Sep. 27, 2015
Operating activities:    
Net loss $ (15,771) $ (5,436)
Reconciliation of net loss to net cash used in operating activities, net of acquisitions/dispositions:    
Depreciation and amortization 7,997 7,972
Amortization of deferred financing costs 374 414
Deferred income taxes (703) (740)
Equity Method Investment, Other than Temporary Impairment 1,728
Impairment of iFlorist 1,879
Fire related gain (19,611)
Bad debt expense 188 454
Stock-Based Compensation 1,774 1,518
Other non-cash items 264 181
Changes in operating items:    
Trade receivables (23,886) (13,152)
Insurance receivable (449)
Inventories (88,054) (94,756)
Prepaid and other (11,470) (4,861)
Accounts payable and accrued expenses (5,518) (15,342)
Other assets (75)
Other liabilities (37) 45
Net cash used in operating activities (134,842) (140,231)
Investing activities:    
Capital expenditures, net of non-cash expenditures (4,703) (6,224)
Net cash used in investing activities (4,703) (6,224)
Financing activities:    
Acquisition of treasury stock (2,964) (4,717)
Proceeds from exercise of employee stock options 1 1
Proceeds from bank borrowings 125,000 141,903
Repayment of notes payable and bank borrowings (3,563) (16,685)
Net cash provided by financing activities 118,474 120,502
Net change in cash and cash equivalents (21,071) (25,953)
Cash and cash equivalents:    
Beginning of period 27,826 27,940
End of period $ 6,755 $ 1,987
v3.5.0.2
Note 1 - Accounting Policies
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]
Note 1
– Accounting Policies
 
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the
three month period ended October 2, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending July 2, 2017. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended July 3, 2016.
 
The Company
’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, including the acquisition of Harry & David Holdings, Inc. (“Harry & David”) on September 30, 2014, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, is expected to generate nearly 50% of the Company’s annual revenues, and all of its earnings. Additionally, due to the number of major floral gifting occasions, including Mother's Day, Valentine’s Day and Administrative Professionals Week, revenues also rise during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter. In fiscal 2016, the Easter Holiday was on March 27th, and as a result, all revenue and EBITDA associated with this holiday was within the Company’s fiscal third quarter. In fiscal 2017, Easter falls on April 16th, which will result in the shift of some revenue and EBITDA from the Company’s third quarter to its fourth quarter.
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
 
Recent Accounting Pronouncements
 
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This amended guidance will enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Expanded disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. This guidance will be effective for the Company
’s fiscal year ending June 30, 2019 and may be applied retrospectively. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.
 
In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-05, “Customer's Accounting for Fees Paid in a Cloud Computing Arrangement.” This standard provides guidance to help entities determine whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software or as a service contract.
The Company adopted this standard prospectively to arrangements entered into, or materially modified, beginning on July 4, 2016. This adoption did not have a material impact on the Company’s consolidated financial statements.
 
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which amends ASC 835-30, “Interest
– Imputation of Interest.” In order to simplify the presentation of debt issuance costs, ASU No. 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, and not recorded as a separate asset. The Company adopted this standard effective July 4, 2016 and applied it retrospectively to all periods presented. The impact of the adoption of the new guidance was to reclassify $3.6 million of deferred financing costs previously included within “Other Assets” to “Long-term debt” in the consolidated balance sheets as of July 3, 2016.
 
 
 
In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330).” The pronouncement was issued to simplify the measurement of inventory and changes the measurement from lower of cost or market to lower of cost and net realizable value. ASU 2015-11 is effective for the Company
’s fiscal year ending July 1, 2018. The adoption of ASU 2015-11 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.
 
In November 2015 the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” which will require entities to present deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) as noncurrent in a classified balance sheet. The ASU simplifies the current guidance (ASC 740-10-45-4), which requires entities to separately present DTAs and DTLs as current and noncurrent in a classified balance sheet. The ASU is effective for the Company
’s fiscal year ending July 1, 2018, and interim periods within those annual periods. However, the FASB allowed early adoption of the standard, and the Company adopted this ASU as of December 27, 2015, and has reclassified all prior periods to be consistent with the requirements outlined in the ASU. This adoption had no impact on the financial statements presented within this form 10-Q.
 
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments
– Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company's fiscal year ending June 30, 2019. The adoption is not expected to have a significant impact on the Company’s consolidated financial statements.
 
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for the Company
’s fiscal year ending June 28, 2020. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.
 
In March 2016 the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU No. 2016-09 affects all entities that issue share-based payment awards to their employees. ASU No. 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows, including recognizing all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement rather than in additional paid-in capital. ASU No. 2016-09 is effective for the Company
’s fiscal year ending July 1, 2018. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.
 
In
June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces a new forward-looking “expected loss” approach, to estimate credit losses on most financial assets and certain other instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. ASU 2016-13 is effective for the Company’s fiscal year ending July 4, 2021, and the guidance is to be applied using the modified-retrospective approach. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.
 
 
Reclassifications
 
Certain balances in the prior fiscal years have been reclassified to conform to the presentation in the current fiscal year.
S
ee “Recent Accounting Pronouncements” above regarding the impact of our adoption of ASU No. 2015-03 and ASU No. 2015-17.
v3.5.0.2
Note 2 - Net Income (Loss) Per Common Share
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Earnings Per Share [Text Block]
Note 2
– Net Income (Loss) Per Common Share
 
Basic net loss per common share attributable to 1-800-FLOWERS.COM, Inc. is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share attributable to 1-800-FLOWERS.COM, Inc. is computed using the weighted-average number of common shares outstanding during the period, and excludes the dilutive potential common shares (consisting of employee stock options and unvested restricted stock awards), as their inclusion would be antidilutive. As a result of the net loss attributable to 1-800-FLOWERS.COM, Inc. for the three months ended
October 2, 2016 and September 27, 2015, there is no dilutive impact to the net loss per share calculation for the respective periods.
v3.5.0.2
Note 3 - Stock-based Compensation
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
Note 3
– Stock-Based Compensation
 
The Company has a Long Term Incentive and Share Award Plan, which i
s more fully described in Note 12 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2016, that provides for the grant to eligible employees, consultants and directors of stock options, restricted shares, and other stock-based awards.
 
The
amounts of stock-based compensation expense recognized in the periods presented are as follows:
 
   
Three Months Ended
 
   
October 2, 2016
   
September 27
2015
 
   
(in thousands)
 
Stock options
  $ 114     $ 90  
Restricted stock
    1,660       1,428  
Total
    1,774       1,518  
Deferred income tax benefit
    703       561  
Stock-based compensation expense, net
  $ 1,071     $ 957  
 
S
tock-based compensation is recorded within the following line items of operating expenses:
 
   
Three Months Ended
 
   
October 2, 2016
   
September 27
2015
 
   
(in thousands)
 
Marketing and sales
  $ 547     $ 607  
Technology and development
    100       228  
General and administrative
    1,127       683  
Total
  $ 1,774     $ 1,518  
 
 
 
The following table summarizes stoc
k option activity during the three months ended October 2, 2016:
 
   
 
 
Options
   
Weighted Average Exercise Price
   
Weighted Average Remaining Contractual Term
(years)
   
Aggregate Intrinsic Value (000s)
 
                                 
Outstanding at
July 3, 2016
    2,182,234     $ 2.49                  
Granted
    -     $ -                  
Exercised
    (500 )   $ 2.88                  
Forfeited
    -     $ -                  
Outstanding at
October 2, 2016
    2,181,734     $ 2.49       4.5     $ 14,616  
                                 
Op
tions vested or expected to vest at October 2, 2016
    2,132,653     $ 2.49       4.5     $ 14,295  
Exercisable at
October 2, 2016
    1,262,734     $ 2.45       4.3     $ 8,503  
 
As of
October 2, 2016, the total future compensation cost related to non-vested options, not yet recognized in the statement of income, was $1.1 million and the weighted average period over which these awards are expected to be recognized was 2.7 years.
 
The Company grants shares of Common Stock to its employees that are subject to restrictions on transfer and risk of forfeiture until fulfillment of applicable service conditions and, in certain cases, holding periods (Restricted Stock)
. The following table summarizes the activity of non-vested restricted stock awards during the three months ended October 2, 2016:
 
   
 
 
Shares
   
Weighted Average Grant Date Fair Value
 
                 
Non-vested at
July 3, 2016
    2,017,069     $ 6.78  
Granted
    38,442     $ 9.45  
Vested
    (8,832 )   $ 5.42  
Forfeited
    -     $ -  
Non-vested at
October 2, 2016
    2,046,679     $ 6.84  
 
The fair value of non
-vested shares is determined based on the closing stock price on the grant date. As of October 2, 2016, there was $6.0 million of total unrecognized compensation cost related to non-vested restricted stock-based compensation to be recognized over the weighted-average remaining period of 1.8 years.
v3.5.0.2
Note 4 - Disposition of Colonial Gits Limited
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Note 4
– Disposition of Colonial Gifts Limited
 
During the quarter ended September 27, 2015, the Company
’s management committed to a plan to sell its iFlorist business in order to focus its internal resources and capital on integrating and achieving synergy savings with respect to its acquisition of Harry & David, which was completed on September 30, 2014. As a result, the Company determined that the iFlorist business (disposal group) met the held for sale criteria, as prescribed by FASB ASC 360-10-45-9, as of September 27, 2015. As such, the Company compared iFlorist’s carrying amount ($3.4 million) to its fair value less cost to sell ($1.5 million), and recorded an impairment charge of $1.9 million during the period ended September 27, 2015. The Company recorded this impairment charge within “Other (income) expense, net” in the condensed consolidated statements of operations. During October 2015, the Company completed the sale of substantially all of the assets of iFlorist to Euroflorist AB (“Euroflorist”), a pan-European floral and gifting company headquartered in Malmo, Sweden. As consideration for the assets sold, the Company received an investment in Euroflorist with a fair value on the date of sale of approximately $1.5 million. (The Company will account for this investment using the cost method as it does not possess the ability to exercise significant influence over Euroflorist.) Upon completion of the sale of iFlorist during the quarter ended December 27, 2015, the Company recorded an additional loss on sale of $0.2 million.
v3.5.0.2
Note 5 - Inventory
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Inventory Disclosure [Text Block]
Note 5
– Inventory
 
The Company
’s inventory, stated at cost, which is not in excess of market, includes purchased and manufactured finished goods for sale, packaging supplies, crops, raw material ingredients for manufactured products and associated manufacturing labor and is classified as follows:
 
   
October 2, 2016
   
July 3, 2016
 
   
(in thousands)
 
Finished goods
  $ 107,689     $ 44,264  
Work-in-process
    29,162       24,573  
Raw materials
    54,531       34,491  
    $ 191,382     $ 103,328  
v3.5.0.2
Note 6 - Goodwill and Intangible Assets
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]
Note 6
– Goodwill and Intangible Assets
 
The following table presents goodwill by segment and the related change in the net carrying amount:
 
   
1-800-Flowers.com Consumer Floral
   
BloomNet Wire Service
   
Gourmet Food & Gift Baskets
(1)
   
Total
 
   
(in thousands)
 
Balance at
October 2, 2016 and July 3, 2016
  $ 17,441     $ -     $ 60,226     $ 77,667  
 
 
(1)
The total carrying amount of goodwill for all periods in the table above is reflected net of $71.1 million of accumulated impairment charges, which were recorded in the Gourmet Food & Gift Baskets segment during fiscal 2009.
 
The Company
’s other intangible assets consist of the following:
 
   
 
 
 
 
 
October 2, 2016
   
July 3, 2016
 
   
 
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     $ 5,858     $ 1,562     $ 7,420     $ 5,832     $ 1,588  
Customer lists
  3 - 10       21,144       16,266       4,878       21,144       15,960       5,184  
Other
  5 - 14       3,665       2,707       958       3,665       2,698       967  
                32,229       24,831       7,398       32,229       24,490       7,739  
                                                           
Trademarks with indefinite lives
      71,311       -       71,311       71,261       -       71,261  
Total identifiable intangible assets
    $ 103,540     $ 24,831     $ 78,709     $ 103,490     $ 24,490     $ 79,000  
 
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 2017 - $1.2 million, fiscal 2018 - $1.3 million, fiscal 2019 - $0.7 million, fiscal 2020 - $0.6 million, fiscal 2021 - $1.0 million and thereafter - $2.6 million.
v3.5.0.2
Note 7 - Investments
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Equity Method Investments and Joint Ventures Disclosure [Text Block]
Note 7
– Investments
 
The Company has certain investments in non-marketable equity instruments of private companies. The Company accounts for these investments using the equity method if they provide the Company the ability to exercise significant influence, but not control, over the investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee
’s Board of Directors, are considered in determining whether the equity method is appropriate. The Company records equity method investments initially at cost, and adjusts the carrying amount to reflect the Company’s share of the earnings or losses of the investee.
 
 
The Company
’s equity method investments are comprised of a 32% interest in Flores Online, a Sao Paulo, Brazil based internet floral and gift retailer, that the Company made on May 31, 2012. The book value of this investment was $1.1 million as of October 2, 2016 and July 3, 2016
, and is included in the “Other assets” line item within the Company’s consolidated balance sheets. The Company’s equity in the net loss of Flores Online for the quarters ended October 2, 2016 and September 27, 2015 was less than $0.1 million. During the quarter ended September 27, 2015, the Company determined that the fair value of its investment in Flores Online ($1.2 million) was below its carrying value ($2.9 million) and that this decline was other-than-temporary. As a result, the Company recorded an impairment charge of $1.7 million, which is included within the “Other (income) expense, net” line items in the Company’s consolidated statements of operations for the period ended September 27, 2015.
 
Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significant influence, are accounted for under the cost method.
Cost method investments are originally recorded at cost, and are included within the “Other assets” line item within the Company’s consolidated balance sheets. The aggregate carrying amount of the Company’s cost method investments was $1.7 million (including a $1.5 million investment in Euroflorist – see Note 4 above) as of October 2, 2016 and July 3, 2016.
 
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 condensed consolidated balance sheets (see Note 10 below).
 
Each reporting period, the Company uses available qualitative and quantitative information to evaluate its investments for impairment. When a decline in fair value, if any, is determined to be other-than-temporary, an impairment charge is recorded in the consolidated statement of operations.
 
v3.5.0.2
Note 8 - Debt
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Debt Disclosure [Text Block]
Note
8 –Debt
 
The Company
’s current and long-term debt consists of the following:
 
   
October 2, 2016
   
July 3, 2016
 
   
(in thousands)
 
                 
Revolver
(1)
  $ 125,000     $ -  
Term Loan (1)
    114,000       117,563  
Deferred financing costs
    (3,200 )     (3,573 )
Total debt
    235,800       113,990  
Less: current debt
    146,375       19,594  
Long-term debt
  $ 89,425     $ 94,396  
 
 
(1)
In order to finance the Harry & David acquisition, on September 30, 2014, the Company entered into a Credit Agreement
with JPMorgan Chase Bank as administrative agent, and a group of lenders
(the “2014 Credit Facility”), consisting of a $142.5 million five-year term loan (the “Term Loan”) with a maturity date of September 30, 2019, and a co-terminus revolving credit facility (the “Revolver”), with a seasonally adjusted limit ranging from $100.0 to $200.0 million, which may be used for working capital (subject to applicable sublimits) and general corporate purposes. The Term Loan is payable in 20 quarterly installments of principal and interest beginning in December 2014, with escalating principal payments at the rate of 10% in years one and two, 15% in years three and four, and 20% in year five, with the remaining balance of $42.75 million due upon maturity. Upon closing of the acquisition, the Company borrowed $136.7 million under the Revolver to repay amounts outstanding under the Company’s and Harry & David’s previous credit agreements, as well as to pay acquisition-related transaction costs.
 
The 2014 Credit Facility requires that while any borrowings are outstanding the Company comply with certain financial and non-financial covenants, including the maintenance of certain financial ratios. The Company was in compliance with these covenants as of
October 2, 2016. Outstanding amounts under the 2014 Credit Facility bear interest at the Company’s option at either: (i) LIBOR, plus a spread of 175 to 250 basis points, as determined by the Company’s leverage ratio, or (ii) ABR, plus a spread of 75 to 150 basis points. The 2014 Credit Agreement is secured by substantially all of the assets of the Company and the Subsidiary Guarantors.
 
Future
principal payments under the term loan are as follows: $16.0 million – remainder of 2017, $21.4 million – 2018, $26.7 million – 2019 and $49.9 million– 2020.
v3.5.0.2
Note 9 - Property, Plant and Equipment
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]
Note 9
- Property, Plant and Equipment
 
The Company
’s property, plant and equipment consists of the following:
 
   
October 2, 2016
   
July 3, 2016
 
   
(in thousands)
 
Land
  $ 30,789     $ 30,789  
Orchards in production and land improvements
    9,512       9,483  
Building and building improvements
    55,746       54,950  
Leasehold improvements
    21,717       21,584  
Production equipment and furniture and fixtures
    66,275       72,912  
Computer and telecommunication equipment
    60,957       52,737  
Software
    137,987       136,333  
Capital projects in progress - orchards
    8,957       8,513  
Property, plant and equipment, gross
 
 
391,940
   
 
387,301
 
Accumulated depreciation and amortization
    (223,754 )     (215,939 )
Property, plant and equipment, net
 
$
168,186
   
$
171,362
 
v3.5.0.2
Note 10 - Fair Value Measurements
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Fair Value Disclosures [Text Block]
Note
10 - Fair Value Measurements
 
Cash and cash equivalents,
trade and other receivables, accounts payable and accrued expenses are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. Although no trading market exists, the Company believes that the carrying amount of its debt approximates fair value due to its variable nature. The Company’s investments in
non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment, when an event or circumstances indicate that an other-than-temporary decline in value may have occurred. The Company’s remaining financial assets and liabilities are measured and recorded at fair value (see table below).
The Company’s non-financial assets, such as definite lived intangible assets and property, plant and equipment, are recorded at cost and are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. Goodwill and indefinite lived intangibles are tested for impairment annually, or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist, as required under the accounting standards.
 
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the guidance are described below:
 
 
Level
 1
 
  
Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
   
Level 2
 
  
Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
   
Level 3
 
  
Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
 
 
The following table presents by level, within the fair value hierarchy, financial assets and liabilities measured at fair value on a recurring basis:
 
 
   
 
 
 
 
Fair Value Measurements - 
Assets (Liabilities)
 
   
Carrying Value
   
Level 1
   
Level 2
   
Level 3
 
   
 
 
 
 
 
 
 
 
(in thousands)
 
Assets (liabilities)
as of October 2, 2016:
                               
Trading securities held in a “rabbi trust” (1)
  $ 5,887     $ 5,887     $ -     $ -  
    $ 5,887     $ 5,887     $ -     $ -  
Assets (liabilities)
as of July 3, 2016:
 
Trading securities held in a “rabbi trust” (1)
  $ 4,852     $ 4,852     $ -     $ -  
    $ 4,852     $ 4,852     $ -     $ -  
 
 
 
 
 
(1)
The Company has established a Non-qualified Deferred Compensation Plan for certain members of senior management. Deferred compensation plan assets are invested in mutual funds held in a “rabbi trust” which is restricted for payment to participants of the NQDC Plan.
Trading securities held in a rabbi trust are measured using quoted market prices at the reporting date and are included in the “Other assets” line item, with the corresponding liability included in the “Other liabilities” line item in the consolidated balance sheets.
v3.5.0.2
Note 11 - Income Taxes
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Income Tax Disclosure [Text Block]
Note
11 – Income Taxes
 
At the end of each interim reporting period, the Company estimates its effective income tax rate expected to be applicable for the full year. This estimate is used in providing for income taxes on a year-to-date basis and may change in subsequent interim periods. The Company
’s effective tax rate from operations for the three months ended October 2, 2016 was 35.4%, compared to 37.0% in the same period of the prior year. The effective rate for fiscal 2017 differed from the U.S. federal statutory rate of 35% primarily due to state income taxes, which were partially offset by various permanent differences and tax credits.  The effective rate for fiscal 2016 differed from the U.S. federal statutory rate of 35% primarily due to state income taxes, and other permanent differences, partially offset by tax credits.
 
The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign countries. The Company is currently being audited by the Internal Revenue Service for fiscal year 2014, however, fiscal years 2013 and 2015 remain subject to federal examination. Due to ongoing state examinations and non-conformity with the federal statute of limitations for assessment, certain states remain open from fiscal 2012
. The Company commenced operations in foreign jurisdictions in 2012. The Company's foreign income tax filings are open for examination by its respective foreign tax authorities, mainly Canada and the United Kingdom. 
 
The Company
’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. At October 2, 2016 the Company has remaining unrecognized tax positions of approximately $0.6 million, including accrued interest and penalties of $0.1 million.  The Company believes that $0.3 million of its unrecognized tax positions will be resolved over the next twelve months.
v3.5.0.2
Note 12 - Business Segments
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]
Note
12 – Business Segments
 
The Company
’s management reviews the results of the Company’s operations by the following three business segments:
 
     1-800-Flowers.com Consumer Floral,
     BloomNet Wire Service, and
     Gourmet Food and Gift Baskets
 
Segment performance is measured based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. As such, management
’s measure of profitability for these segments does not include the effect of corporate overhead (see (*) below), nor does it include depreciation and amortization, other (income) expense, net and income taxes, or stock-based compensation and certain acquisition/integration costs, both of which are included within corporate overhead. Assets and liabilities are reviewed at the consolidated level by management and not accounted for by segment.
 
       
   
Three Months Ended
 
Net Revenues:
 
October 2, 2016
   
September 27, 2015
 
   
(in thousands)
 
Segment Net Revenues:
               
1-800-Flowers.com Consumer Floral
  $ 75,215     $ 72,948  
BloomNet Wire Service
    20,964       21,549  
Gourmet Food & Gift Baskets
    69,814       61,592  
Corporate
    263       257  
Intercompany eliminations
    (427 )     (305 )
Total net revenues
  $ 165,829     $ 156,041  
 
   
Three Months Ended
 
Operating Loss
:
 
October 2, 2016
   
September 27, 2015
 
   
(in thousands)
 
Segment Contribution Margin:
               
1-800-Flowers.com Consumer Floral
  $ 8,181     $ 7,549  
Bloomnet Wire Service
    7,279       6,915  
Gourmet Food & Gift Baskets
    (9,304 )     (8,494 )
Segment Contribution Margin Subtotal
    6,156       5,970  
Corporate (a
)
    (21,268 )     (20,269 )
Depreciation and amortization
    (7,997 )     (7,972 )
Operating loss
  $ (23,109 )   $ (22,271 )
 
(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.
v3.5.0.2
Note 13 - Commitments and Contingencies
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]
Note
13 – Commitments and Contingencies
 
Litigation
 
From time to time, the Company is subject to legal proceedings and claims arising in the ordinary course of business:
 
Edible Arrangements:
 
On November 20, 2014, a complaint was filed in the United States District Court for the District of Connecticut by Edible Arrangements LLC and Edible Arrangements International, LLC, alleging that the Company
’s use of the terms “Fruit Bouquets,” “Edible,” “Bouquet,” “Edible Fruit Arrangements,” Edible Arrangements,” and “DoFruit” and its use of a six petal pineapple slice design in connection with marketing and selling edible fruit arrangements constitutes trademark infringement, false designation of origin, dilution, and contributory infringement under the federal Lanham Act, 29 USC § 1114 and 1125(a), common law unfair competition, and a violation of the Connecticut Unfair Trade Practices Act, Connecticut General Statutes § 42-110b (a). The Complaint alleged Edible Arrangements has been damaged in the amount of $97.4 million. The Complaint requested a declaratory judgment in favor of Edible Arrangements, an injunction against the Company’s use of the terms and design, an accounting and payment of the Company’s profits from its sale of edible fruit arrangements, a trebling of the Company’s profits from such sales or of any damages sustained by Edible Arrangements, punitive damages, and attorneys’ fees. On November 24, 2014, the Complaint was amended to add a breach of contract claim for use of these terms and the design, based on a contract that had been entered by one of the Company’s subsidiaries prior to its acquisition by the Company. On January 29, 2015, the Plaintiffs amended the Complaint to add one of the Company’s subsidiaries and to claim its damages were $101.4 million.
 
 
The Company filed an Answer and a Counterclaim on February 27, 2015. The Answer asserted substantial defenses, including fair use by the Company of generic and descriptive terms, as expressly permitted under the Lanham Act, invalidity of Edible Arrangements
’ trademark registrations on grounds of fraud and trademark misuse, lack of exclusive rights on the part of Edible Arrangements, functionality of the claimed design mark, acquiescence, estoppel, and Edible Arrangements’ use of the claimed trademarks in violation of the antitrust laws. The Counterclaim sought a declaratory judgment of lack of infringement and invalidity of claimed marks, cancellation of Edible Arrangements’ registrations due to its fraud and misuse, genericism, and lack of secondary meaning as to any terms deemed descriptive, and damages in an amount to be determined for violation of the antitrust provisions of the federal Sherman Act and the Connecticut Unfair Trade Practices Act.
 
Following extensive discovery, the parties engaged in mediation and reached an agreement in principle to resolve all claims on June 30, 2016. The parties entered a Confidential Settlement Agreement on July 22, 2016, pursuant to which, among other things, the Company paid $1.5 million to Edible Arrangements and the Company agreed not to use “Edible”, “Edible Arrangements” or “Do Fruit
’ in its marketing, except that the Company may refer to “Edible Arrangements” to comment on or compare the Company’s products to those of “Edible Arrangements”. The Company maintains its rights to market its products as “Fruit Bouquets” and “Bouquets,” and to the continued use of its branding of “Fruit Bouquets.com” and Fruit Bouquets by 1800Flowers.com. In addition, all claims and counterclaims in the case were dismissed with prejudice. The Company recorded the settlement paid to Edible Arrangements in the “General and administrative expense” line item in the consolidated statements of income for the year ended July 3, 2016.
v3.5.0.2
Note 14 - Fire at the Fannie May Warehouse and Distribution Facility
3 Months Ended
Oct. 02, 2016
Notes to Financial Statements  
Nonrecurring Items [Text Block]
Note 14
. Fire at the Fannie May
W
arehouse and
D
istribution
Fa
cility
 
On November 27, 2014, a fire occurred at the Company's Maple Heights, Ohio warehouse and distribution facility. While the fire did not cause any injuries, the building was severely damaged, rendering it inoperable for the key calendar 2014 holiday season, and all Fannie May and Harry London confections in the facility were destroyed. As a result, the Company had limited supplies of its Fannie May Fine Chocolates and Harry London Chocolates products available in its retail stores as well as for its ecommerce an
d wholesale channels during its fiscal 2015 holiday season. While the Company implemented contingency plans to increase production for Fannie May Fine Chocolates and Harry London Chocolates products at its production facility in Canton, Ohio and to shift warehousing and distribution operations to alternate Company facilities, product availability was severely limited, impacting revenue and earnings during fiscal 2015, and lingering into fiscal 2016.
 
The following table reflects the costs related to the fire and
the insurance recovery and associated gain as of September 27, 2015:
 
   
Fire-related Insurance Recovery
 
   
(in thousands)
 
Loss on inventory
  $ 29,587  
Other fire related costs
    5,802  
Total fire related costs
    35,389  
Less: fire related insurance recoveries
    (55,000 )
Fire related gain
  $ (19,611 )
 
During the
three months ended September 27, 2015, the Company and its insurance carrier reached final agreement regarding the Fannie May fire claim. The agreement, in the amount of $55.0 million, provided for: (i) recovery of raw materials and work-in-process at replacement cost, and finished goods at selling price, less costs to complete the sale and normal discounts and other charges, as well as (ii) other incremental fire-related costs. The cost of inventory lost in the fire was approximately $29.6 million, while other fire-related costs amounted to approximately $5.8 million, including incremental contracted lease and cold storage fees which will be incurred until the Company moves back into its leased facility once the landlord completes repairs in December 2015. The resulting gain of $19.6 million is included in “Other (income) expense, net” in the condensed consolidated statements of operations for the period ended September 27, 2015, as all the contingencies surrounding the payment have been resolved. Through September 27, 2015, the Company had received $30.0 million of the settlement from its insurance carrier, and received the remaining $25.0 million balance in October 2015.
v3.5.0.2
Significant Accounting Policies (Policies)
3 Months Ended
Oct. 02, 2016
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the
three month period ended October 2, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending July 2, 2017. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended July 3, 2016.
 
The Company
’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, including the acquisition of Harry & David Holdings, Inc. (“Harry & David”) on September 30, 2014, the Thanksgiving through Christmas holiday season, which falls within the Company’s second fiscal quarter, is expected to generate nearly 50% of the Company’s annual revenues, and all of its earnings. Additionally, due to the number of major floral gifting occasions, including Mother's Day, Valentine’s Day and Administrative Professionals Week, revenues also rise during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter. In fiscal 2016, the Easter Holiday was on March 27th, and as a result, all revenue and EBITDA associated with this holiday was within the Company’s fiscal third quarter. In fiscal 2017, Easter falls on April 16th, which will result in the shift of some revenue and EBITDA from the Company’s third quarter to its fourth quarter.
Use of Estimates, Policy [Policy Text Block]
Use of Estimates
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
New Accounting Pronouncements, Policy [Policy Text Block]
Recent Accounting Pronouncements
 
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This amended guidance will enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Expanded disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. This guidance will be effective for the Company
’s fiscal year ending June 30, 2019 and may be applied retrospectively. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.
 
In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-05, “Customer's Accounting for Fees Paid in a Cloud Computing Arrangement.” This standard provides guidance to help entities determine whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software or as a service contract.
The Company adopted this standard prospectively to arrangements entered into, or materially modified, beginning on July 4, 2016. This adoption did not have a material impact on the Company’s consolidated financial statements.
 
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which amends ASC 835-30, “Interest
– Imputation of Interest.” In order to simplify the presentation of debt issuance costs, ASU No. 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, and not recorded as a separate asset. The Company adopted this standard effective July 4, 2016 and applied it retrospectively to all periods presented. The impact of the adoption of the new guidance was to reclassify $3.6 million of deferred financing costs previously included within “Other Assets” to “Long-term debt” in the consolidated balance sheets as of July 3, 2016.
 
In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330).” The pronouncement was issued to simplify the measurement of inventory and changes the measurement from lower of cost or market to lower of cost and net realizable value. ASU 2015-11 is effective for the Company
’s fiscal year ending July 1, 2018. The adoption of ASU 2015-11 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.
 
In November 2015 the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” which will require entities to present deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) as noncurrent in a classified balance sheet. The ASU simplifies the current guidance (ASC 740-10-45-4), which requires entities to separately present DTAs and DTLs as current and noncurrent in a classified balance sheet. The ASU is effective for the Company
’s fiscal year ending July 1, 2018, and interim periods within those annual periods. However, the FASB allowed early adoption of the standard, and the Company adopted this ASU as of December 27, 2015, and has reclassified all prior periods to be consistent with the requirements outlined in the ASU. This adoption had no impact on the financial statements presented within this form 10-Q.
 
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments
– Overall: Recognition and Measurement of Financial Assets and Financial Liabilities." The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company's fiscal year ending June 30, 2019. The adoption is not expected to have a significant impact on the Company’s consolidated financial statements.
 
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for the Company
’s fiscal year ending June 28, 2020. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.
 
In March 2016 the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU No. 2016-09 affects all entities that issue share-based payment awards to their employees. ASU No. 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows, including recognizing all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement rather than in additional paid-in capital. ASU No. 2016-09 is effective for the Company
’s fiscal year ending July 1, 2018. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.
 
In
June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 introduces a new forward-looking “expected loss” approach, to estimate credit losses on most financial assets and certain other instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. ASU 2016-13 is effective for the Company’s fiscal year ending July 4, 2021, and the guidance is to be applied using the modified-retrospective approach. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.
 
Reclassification, Policy [Policy Text Block]
Reclassifications
 
Certain balances in the prior fiscal years have been reclassified to conform to the presentation in the current fiscal year.
S
ee “Recent Accounting Pronouncements” above regarding the impact of our adoption of ASU No. 2015-03 and ASU No. 2015-17.
v3.5.0.2
Note 3 - Stock-based Compensation (Tables)
3 Months Ended
Oct. 02, 2016
Notes Tables  
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block]
   
Three Months Ended
 
   
October 2, 2016
   
September 27
2015
 
   
(in thousands)
 
Stock options
  $ 114     $ 90  
Restricted stock
    1,660       1,428  
Total
    1,774       1,518  
Deferred income tax benefit
    703       561  
Stock-based compensation expense, net
  $ 1,071     $ 957  
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]
   
Three Months Ended
 
   
October 2, 2016
   
September 27
2015
 
   
(in thousands)
 
Marketing and sales
  $ 547     $ 607  
Technology and development
    100       228  
General and administrative
    1,127       683  
Total
  $ 1,774     $ 1,518  
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]
   
 
 
Options
   
Weighted Average Exercise Price
   
Weighted Average Remaining Contractual Term
(years)
   
Aggregate Intrinsic Value (000s)
 
                                 
Outstanding at
July 3, 2016
    2,182,234     $ 2.49                  
Granted
    -     $ -                  
Exercised
    (500 )   $ 2.88                  
Forfeited
    -     $ -                  
Outstanding at
October 2, 2016
    2,181,734     $ 2.49       4.5     $ 14,616  
                                 
Op
tions vested or expected to vest at October 2, 2016
    2,132,653     $ 2.49       4.5     $ 14,295  
Exercisable at
October 2, 2016
    1,262,734     $ 2.45       4.3     $ 8,503  
Schedule of Nonvested Share Activity [Table Text Block]
   
 
 
Shares
   
Weighted Average Grant Date Fair Value
 
                 
Non-vested at
July 3, 2016
    2,017,069     $ 6.78  
Granted
    38,442     $ 9.45  
Vested
    (8,832 )   $ 5.42  
Forfeited
    -     $ -  
Non-vested at
October 2, 2016
    2,046,679     $ 6.84  
v3.5.0.2
Note 5 - Inventory (Tables)
3 Months Ended
Oct. 02, 2016
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
   
October 2, 2016
   
July 3, 2016
 
   
(in thousands)
 
Finished goods
  $ 107,689     $ 44,264  
Work-in-process
    29,162       24,573  
Raw materials
    54,531       34,491  
    $ 191,382     $ 103,328  
v3.5.0.2
Note 6 - Goodwill and Intangible Assets (Tables)
3 Months Ended
Oct. 02, 2016
Notes Tables  
Schedule of Goodwill [Table Text Block]
   
1-800-Flowers.com Consumer Floral
   
BloomNet Wire Service
   
Gourmet Food & Gift Baskets
(1)
   
Total
 
   
(in thousands)
 
Balance at
October 2, 2016 and July 3, 2016
  $ 17,441     $ -     $ 60,226     $ 77,667  
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block]
   
 
 
 
 
 
October 2, 2016
   
July 3, 2016
 
   
 
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     $ 5,858     $ 1,562     $ 7,420     $ 5,832     $ 1,588  
Customer lists
  3 - 10       21,144       16,266       4,878       21,144       15,960       5,184  
Other
  5 - 14       3,665       2,707       958       3,665       2,698       967  
                32,229       24,831       7,398       32,229       24,490       7,739  
                                                           
Trademarks with indefinite lives
      71,311       -       71,311       71,261       -       71,261  
Total identifiable intangible assets
    $ 103,540     $ 24,831     $ 78,709     $ 103,490     $ 24,490     $ 79,000  
v3.5.0.2
Note 8 - Debt (Tables)
3 Months Ended
Oct. 02, 2016
Notes Tables  
Schedule of Debt [Table Text Block]
   
October 2, 2016
   
July 3, 2016
 
   
(in thousands)
 
                 
Revolver
(1)
  $ 125,000     $ -  
Term Loan (1)
    114,000       117,563  
Deferred financing costs
    (3,200 )     (3,573 )
Total debt
    235,800       113,990  
Less: current debt
    146,375       19,594  
Long-term debt
  $ 89,425     $ 94,396  
v3.5.0.2
Note 9 - Property, Plant and Equipment (Tables)
3 Months Ended
Oct. 02, 2016
Notes Tables  
Property, Plant and Equipment [Table Text Block]
   
October 2, 2016
   
July 3, 2016
 
   
(in thousands)
 
Land
  $ 30,789     $ 30,789  
Orchards in production and land improvements
    9,512       9,483  
Building and building improvements
    55,746       54,950  
Leasehold improvements
    21,717       21,584  
Production equipment and furniture and fixtures
    66,275       72,912  
Computer and telecommunication equipment
    60,957       52,737  
Software
    137,987       136,333  
Capital projects in progress - orchards
    8,957       8,513  
Property, plant and equipment, gross
 
 
391,940
   
 
387,301
 
Accumulated depreciation and amortization
    (223,754 )     (215,939 )
Property, plant and equipment, net
 
$
168,186
   
$
171,362
 
v3.5.0.2
Note 10 - Fair Value Measurements (Tables)
3 Months Ended
Oct. 02, 2016
Notes Tables  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
   
 
 
 
 
Fair Value Measurements - 
Assets (Liabilities)
 
   
Carrying Value
   
Level 1
   
Level 2
   
Level 3
 
   
 
 
 
 
 
 
 
 
(in thousands)
 
Assets (liabilities)
as of October 2, 2016:
                               
Trading securities held in a “rabbi trust” (1)
  $ 5,887     $ 5,887     $ -     $ -  
    $ 5,887     $ 5,887     $ -     $ -  
Assets (liabilities)
as of July 3, 2016:
 
Trading securities held in a “rabbi trust” (1)
  $ 4,852     $ 4,852     $ -     $ -  
    $ 4,852     $ 4,852     $ -     $ -  
v3.5.0.2
Note 12 - Business Segments (Tables)
3 Months Ended
Oct. 02, 2016
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
       
   
Three Months Ended
 
Net Revenues:
 
October 2, 2016
   
September 27, 2015
 
   
(in thousands)
 
Segment Net Revenues:
               
1-800-Flowers.com Consumer Floral
  $ 75,215     $ 72,948  
BloomNet Wire Service
    20,964       21,549  
Gourmet Food & Gift Baskets
    69,814       61,592  
Corporate
    263       257  
Intercompany eliminations
    (427 )     (305 )
Total net revenues
  $ 165,829     $ 156,041  
   
Three Months Ended
 
Operating Loss
:
 
October 2, 2016
   
September 27, 2015
 
   
(in thousands)
 
Segment Contribution Margin:
               
1-800-Flowers.com Consumer Floral
  $ 8,181     $ 7,549  
Bloomnet Wire Service
    7,279       6,915  
Gourmet Food & Gift Baskets
    (9,304 )     (8,494 )
Segment Contribution Margin Subtotal
    6,156       5,970  
Corporate (a
)
    (21,268 )     (20,269 )
Depreciation and amortization
    (7,997 )     (7,972 )
Operating loss
  $ (23,109 )   $ (22,271 )
v3.5.0.2
Note 14 - Fire at the Fannie May Warehouse and Distribution Facility (Tables)
3 Months Ended
Oct. 02, 2016
Notes Tables  
Business Insurance Recoveries [Table Text Block]
   
Fire-related Insurance Recovery
 
   
(in thousands)
 
Loss on inventory
  $ 29,587  
Other fire related costs
    5,802  
Total fire related costs
    35,389  
Less: fire related insurance recoveries
    (55,000 )
Fire related gain
  $ (19,611 )
v3.5.0.2
Note 1 - Accounting Policies (Details Textual)
$ in Millions
3 Months Ended
Oct. 02, 2016
USD ($)
Reclassification of Deferred Financing Costs From Other Assets to Long-term Debt [Member] | July 3, 2016 [Member]  
Prior Period Reclassification Adjustment $ 3.6
v3.5.0.2
Note 2 - Net Income (Loss) Per Common Share (Details Textual) - shares
3 Months Ended
Oct. 02, 2016
Sep. 27, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 0 0
v3.5.0.2
Note 3 - Stock-based Compensation (Details Textual)
$ in Millions
3 Months Ended
Oct. 02, 2016
USD ($)
Employee Stock Option [Member]  
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized $ 1.1
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition 2 years 255 days
Restricted Stock [Member]  
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized $ 6.0
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition 1 year 292 days
v3.5.0.2
Note 3 - Stock-based Compensation - Stock-based Compensation Expense Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended
Oct. 02, 2016
Sep. 27, 2015
Employee Stock Option [Member]    
Allocated share based expense $ 114 $ 90
Restricted Stock [Member]    
Allocated share based expense 1,660 1,428
Allocated share based expense 1,774 1,518
Deferred income tax benefit 703 561
Stock-based compensation expense $ 1,071 $ 957
v3.5.0.2
Note 3 - Stock-based Compensation - Allocation of Stock-Based Compensation to Operating Expenses (Details) - USD ($)
$ in Thousands
3 Months Ended
Oct. 02, 2016
Sep. 27, 2015
Selling and Marketing Expense [Member]    
Allocated share based expense $ 547 $ 607
Technology and development [Member]    
Allocated share based expense 100 228
General and Administrative Expense [Member]    
Allocated share based expense 1,127 683
Allocated share based expense $ 1,774 $ 1,518
v3.5.0.2
Note 3 - Stock-based Compensation - Stock Option Activity (Details) - Employee Stock Option [Member]
$ / shares in Units, $ in Thousands
3 Months Ended
Oct. 02, 2016
USD ($)
$ / shares
shares
Outstanding, Options (in shares) | shares 2,182,234
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 2.49
Granted, Options (in shares) | shares 0
Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 0
Exercised, Options (in shares) | shares (500)
Exercised, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 2.88
Forfeited, Options (in shares) | shares 0
Forfeited, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 0
Outstanding, Options (in shares) | shares 2,181,734
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 2.49
Outstanding, Weighted Average Remaining Contractual Term 4 years 182 days
Outstanding, Aggregate Intrinsic Value | $ $ 14,616
Options vested or expected to vest, Options (in shares) | shares 2,132,653
Options vested or expected to vest, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 2.49
Options vested or expected to vest, Weighted Average Remaining Contractual Term 4 years 182 days
Options vested or expected to vest, Aggregate Intrinsic Value | $ $ 14,295
Exercisable, Options (in shares) | shares 1,262,734
Exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 2.45
Exercisable, Weighted Average Remaining Contractual Term 4 years 109 days
Exercisable, Aggregate Intrinsic Value | $ $ 8,503
v3.5.0.2
Note 3 - Stock-based Compensation - Non-Vested Restricted Stock Activity (Details) - Restricted Stock [Member]
3 Months Ended
Oct. 02, 2016
$ / shares
shares
Non-vested, Shares (in shares) | shares 2,017,069
Non-vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares $ 6.78
Granted, Shares (in shares) | shares 38,442
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares $ 9.45
Vested, Shares (in shares) | shares (8,832)
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares $ 5.42
Forfeited, Shares (in shares) | shares
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares
Non-vested, Shares (in shares) | shares 2,046,679
Non-vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares $ 6.84
v3.5.0.2
Note 4 - Disposition of Colonial Gits Limited (Details Textual) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2015
Sep. 27, 2015
Oct. 31, 2015
iFlorist [Member] | Other Nonoperating Income (Expense) [Member]      
Asset Impairment Charges   $ 1.9  
iFlorist [Member]      
Disposal Group, Including Discontinued Operation, Assets, Carrying Amount Before Impairment   3.4  
Disposal Group, Including Discontinued Operation, Assets   $ (1.5)  
Gain (Loss) on Disposition of Business $ (0.2)    
Euroflorist [Member]      
Disposal Group, Including Discontinued Operation, Consideration     $ 1.5
v3.5.0.2
Note 5 - Inventory - The Company's Inventory (Details) - USD ($)
$ in Thousands
Oct. 02, 2016
Jul. 03, 2016
Finished goods $ 107,689 $ 44,264
Work-in-process 29,162 24,573
Raw materials 54,531 34,491
Total $ 191,382 $ 103,328
v3.5.0.2
Note 6 - Goodwill and Intangible Assets (Details Textual) - USD ($)
$ in Millions
Oct. 02, 2016
Jul. 03, 2016
Gourmet Food and Gift Baskets [Member]    
Goodwill, Impaired, Accumulated Impairment Loss $ 71.1 $ 71.1
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year 1.2  
Finite-Lived Intangible Assets, Amortization Expense, Year Two 1.3  
Finite-Lived Intangible Assets, Amortization Expense, Year Three 0.7  
Finite-Lived Intangible Assets, Amortization Expense, Year Four 0.6  
Finite-Lived Intangible Assets, Amortization Expense, Year Five 1.0  
Finite-Lived Intangible Assets, Amortization Expense, after Year Five $ 2.6  
v3.5.0.2
Note 6 - Goodwill and Intangible Assets - Goodwill by Segment (Details) - USD ($)
$ in Thousands
Oct. 02, 2016
Jul. 03, 2016
Consumer Floral [Member]    
Balance at October 2, 2016 and July 3, 2016 $ 17,441  
BloomNet Wire Services [Member]    
Balance at October 2, 2016 and July 3, 2016  
Gourmet Food and Gift Baskets [Member]    
Balance at October 2, 2016 and July 3, 2016 [1] 60,226  
Balance at October 2, 2016 and July 3, 2016 $ 77,667 $ 77,667
[1] The total carrying amount of goodwill for all periods in the table above is reflected net of $71.1 million of accumulated impairment charges, which were recorded in the Gourmet Food & Gift Baskets segment during fiscal 2009.
v3.5.0.2
Note 6 - Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended
Oct. 02, 2016
Jul. 03, 2016
Licensing Agreements [Member] | Minimum [Member]    
Amortization Period 14 years  
Licensing Agreements [Member] | Maximum [Member]    
Amortization Period 16 years  
Licensing Agreements [Member]    
Gross Carrying Amount $ 7,420 $ 7,420
Accumulated Amortization 5,858 5,832
Intangible Assets, Net $ 1,562 1,588
Customer Lists [Member] | Minimum [Member]    
Amortization Period 3 years  
Customer Lists [Member] | Maximum [Member]    
Amortization Period 10 years  
Customer Lists [Member]    
Gross Carrying Amount $ 21,144 21,144
Accumulated Amortization 16,266 15,960
Intangible Assets, Net $ 4,878 5,184
Other Intangible Assets [Member] | Minimum [Member]    
Amortization Period 5 years  
Other Intangible Assets [Member] | Maximum [Member]    
Amortization Period 14 years  
Other Intangible Assets [Member]    
Gross Carrying Amount $ 3,665 3,665
Accumulated Amortization 2,707 2,698
Intangible Assets, Net 958 967
Gross Carrying Amount 32,229 32,229
Accumulated Amortization 24,831 24,490
Intangible Assets, Net 7,398 7,739
Trademarks with indefinite lives 71,311 71,261
Total identifiable intangible assets 103,540 103,490
Other intangibles, net $ 78,709 $ 79,000
v3.5.0.2
Note 7 - Investments (Details Textual) - USD ($)
$ in Thousands
3 Months Ended
Oct. 02, 2016
Sep. 27, 2015
Jul. 03, 2016
Flores Online [Member]      
Equity Method Investments $ 1,100 $ 2,900 $ 1,100
Equity Method Investment, Ownership Percentage 32.00%    
Income (Loss) from Equity Method Investments $ (100) (100)  
Equity Method Investments, Fair Value Disclosure   1,200  
Equity Method Investment, Other than Temporary Impairment 1,700    
Euroflorist [Member]      
Cost Method Investments 1,500    
Equity Method Investment, Other than Temporary Impairment $ 1,728  
Cost Method Investments $ 1,700    
v3.5.0.2
Note 8 - Debt (Details Textual)
3 Months Ended
Sep. 30, 2014
USD ($)
Oct. 02, 2016
USD ($)
Jul. 03, 2016
USD ($)
Term Loan [Member] | Credit Facility 2014 [Member] | Minimum [Member]      
Line of Credit Facility, Maximum Borrowing Capacity $ 100,000,000    
Term Loan [Member] | Credit Facility 2014 [Member] | Maximum [Member]      
Line of Credit Facility, Maximum Borrowing Capacity 200,000,000    
Term Loan [Member] | Credit Facility 2014 [Member]      
Long-term Debt $ 142,500,000    
Debt Instrument, Term 5 years    
Term Loan [Member]      
Long-term Debt [1]   $ 114,000 $ 117,563
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year   16,000,000  
Long-term Debt, Maturities, Repayments of Principal in Year Two   21,400,000  
Long-term Debt, Maturities, Repayments of Principal in Year Three   26,700,000  
Long-term Debt, Maturities, Repayments of Principal in Year Four   $ 49,900,000  
Line of Credit [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member]      
Debt Instrument, Basis Spread on Variable Rate   1.75%  
Line of Credit [Member] | Minimum [Member] | ABR [Member]      
Debt Instrument, Basis Spread on Variable Rate   0.75%  
Line of Credit [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member]      
Debt Instrument, Basis Spread on Variable Rate   2.50%  
Line of Credit [Member] | Maximum [Member] | ABR [Member]      
Debt Instrument, Basis Spread on Variable Rate   1.50%  
Credit Facility 2014 [Member] | Revolving Credit Facility [Member]      
Proceeds from Lines of Credit $ 136,700,000    
Debt Instrument Number of Installment Payment   20  
Debt Instrument Principal Payment Percentage In Year One And Two   10.00%  
Debt Instrument Principal Payment Percentage in Year Three and Four   15.00%  
Debt Instrument Principal Payment Percentage in Year Five   20.00%  
Debt Instrument Principal Payment Due Upon Maturity   $ 42,750,000  
[1] In order to finance the Harry & David acquisition, on September 30, 2014, the Company entered into a Credit Agreement with JPMorgan Chase Bank as administrative agent, and a group of lenders (the "2014 Credit Facility"), consisting of a $142.5 million five-year term loan (the "Term Loan") with a maturity date of September 30, 2019, and a co-terminus revolving credit facility (the "Revolver"), with a seasonally adjusted limit ranging from $100.0 to $200.0 million, which may be used for working capital (subject to applicable sublimits) and general corporate purposes. The Term Loan is payable in 20 quarterly installments of principal and interest beginning in December 2014, with escalating principal payments at the rate of 10% in years one and two, 15% in years three and four, and 20% in year five, with the remaining balance of $42.75 million due upon maturity. Upon closing of the acquisition, the Company borrowed $136.7 million under the Revolver to repay amounts outstanding under the Company's and Harry & David's previous credit agreements, as well as to pay acquisition-related transaction costs.