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8-K

1 800 Flowers Com Inc (FLWS)

8-K 2021-01-28 For: 2021-01-28
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 28, 2021


1-800-FLOWERS.COM, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware 0-26841 11-3117311
(State or Other Jurisdiction<br><br> <br>of Incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification No.)

One Old Country Road, Suite 500, Carle Place, New York 11514

(Address of Principal Executive Offices, and Zip Code)

(516) 237-6000

Registrant’s Telephone Number, Including Area Code

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐


Item 2.02 Results of Operations and Financial Condition.

On January 28, 2021, 1-800-FLOWERS.COM, Inc. issued a press release announcing its financial results for its Fiscal 2021 Second Quarter, ended December 27, 2020.  A copy of the press release is included as Exhibit 99 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

The following exhibits are furnished with this Form 8-K:

99.1 Press Release dated January 28, 2021.


SIGNATURE

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 hereunto duly authorized.

1-800-FLOWERS.COM, Inc.

By: /s/ William E. Shea
William E. Shea
Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting<br> Officer)

Date: January 28, 2021

Exhibit 99.1

1-800-FLOWERS.COM, Inc. Reports Record Revenue and Earnings Results for its Fiscal 2021 Second Quarter

- Total net revenues increased 44.8 percent, or $271.6 million, to $877.3 million compared with total revenues of $605.6 million in the prior year period, driven by ecommerce growth of 59.7 percent.

- Net Income for the quarter increased 53.3 percent, or $39.5 million, to $113.7 million, or $1.71 per diluted share, compared with net income of $74.2 million, or $1.12 per diluted share in the prior year period.

- Adjusted EBITDA^1^ for the quarter increased 48.4 percent, or $53.6 million, to $164.3 million compared with $110.7 million in the prior year period.

(^1^ Refer to “Definitions of Non-GAAP Financial Measures” and the tables attached at the end of this press release for reconciliation of Non-GAAP results to applicable GAAP results.)

CARLE PLACE, N.Y.--(BUSINESS WIRE)--January 28, 2021--1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS), a leading e-commerce provider of products and services designed to inspire more human expression, connection and celebration, today reported results for its Fiscal 2021 second quarter ended December 27, 2020.

Chris McCann, CEO of 1-800-FLOWERS.COM, Inc., said “We are very pleased to report the highest quarterly revenue and profit in our Company’s history. Our record top and bottom-line results represent the seventh consecutive quarter of strong revenue growth across our three business segments and reflects a continuation of the momentum that we have been building over the past several years. These results were primarily driven by strong, double-digit ecommerce growth across our gourmet food and gift basket brands, in our market-leading 1-800-Flowers.com^®^ floral business, and in our newest market-leading brand, PersonalizationMall.com^®^.


“The strong ecommerce growth, combined with excellent execution, enabled us to drive record results despite the significant headwinds we faced in the year-end holiday period, including increased labor and transportation costs as well as operating inefficiencies related to the ongoing pandemic. This is a testament to the incredible hard work and commitment of all our associates across the Company to help our customers connect and express themselves in a very challenging environment.”

McCann noted that, “Over the past several years, we have made significant investments in our brands, our technology stack, our digital marketing and cross-brand merchandising programs, our fast-growing customer files and our customer care platform. We have complemented these internal investments with strategic and highly accretive acquisitions, including Shari’s Berries^®^ in August of 2019 and PersonalizationMall.com in August of 2020. As a result, we have successfully created a highly scalable and leverageable ecommerce platform that is built for growth, which will help us continue to drive enhanced shareholder returns.”

McCann said that in addition to the strong revenue and profit growth in the quarter, the Company continued to grow its customer file at a record pace. “We are continuing to leverage our efficient digital marketing programs to take advantage of the seismic shift in consumer shopping from traditional brick-and-mortar to ecommerce. As a result, we continue to see exceptionally strong new customer growth combined with increased frequency from existing customers. We are also seeing an increasing number of both new and existing customers joining our Celebrations Passport^®^ loyalty program, which is one of the drivers of increased purchase frequency, retention and life-time value. The combination of these positive trends significantly enhances our ability to deliver sustainable top and bottom-line growth both near and longer term.”

Regarding the Company’s current fiscal third quarter, McCann said that the Company continued to see strong ecommerce demand through the first four weeks of the quarter. “As we enter the second half of our fiscal year, we have built significant momentum across our business by leveraging our expanded product offering and our focused customer engagement to build relationships. While we are cognizant of continuing uncertainty in the overall environment due to the COVID-19 pandemic, we believe we are well positioned to deliver solid results for the current fiscal third quarter and the full year.”

Second Quarter 2021 Financial Results

Total consolidated revenues increased 44.8 percent, or 271.2 million, to $877.3 million, compared with total consolidated revenues of $605.6 million in the prior year period, driven by ecommerce growth of 59.7 percent including revenue contributions from PersonalizationMall.com (“PMall”), which the Company acquired in August 2020. Excluding the contribution from PMall, total net revenues increased 24.7 percent and e-commerce net revenues increased 34.6 percent compared with the prior year period.

Gross profit margin for the quarter increased 100 basis points to 45.4 percent, compared with 44.4 percent in the prior year period. Operating expenses as a percent of total revenues was 28.6 percent, compared with 28.0 percent in the prior year period. Excluding the impacts of the Company’s non-qualified deferred 401k compensation plan and one-time costs primarily associated with its acquisition of PMall, operating expenses, as a percentage of total revenues was 28.3 percent in the quarter.

The combination of these factors resulted in an increase of 48.4 percent, or $53.6 million, in Adjusted EBITDA to $164.3 million, compared with Adjusted EBITDA of $110.7 million in the prior year period.


Net income for the quarter increased 53.3 percent, or $39.5 million, to $113.7 million, or $1.71 per diluted share, compared with net income of $74.2 million or $1.12 per diluted share in the prior year period. Adjusted net income for the quarter increased 54.1 percent, or $40.1 million, to $114.2 million, or 41.72 per diluted share.

Segment Results:

The Company provides selected financial results for its Gourmet Foods and Gift Baskets, Consumer Floral and Gifts, and BloomNet^®^ segments in the tables attached to this release and as follows:

  • Gourmet Foods and Gift Baskets: Revenues for the quarter increased 15.9 percent, or $73.7 million, to $538.3 million, compared with $464.6 million in the prior year period. The strong growth was driven by accelerated ecommerce growth of 27.1 percent, which more than offset lower wholesale gift basket orders for the holiday season and the loss of revenues associated with the closing of the Harry & David^®^ retail stores in fiscal 2020. Gross profit margin increased 40 basis points to 45.9 percent, compared with 45.5 percent in the prior year period. Segment contribution margin, as adjusted, improved 19.5 percent, or $22.2 million, to $135.5 million, compared with $113.4 million in the prior year period.

  • Consumer Floral and Gifts: Revenues in this segment increased 163.9 percent, or $189.7 million, to $305.4 million, compared with $115.7 million in the prior year period. Excluding the contribution from PMall, revenues in this segment increased 58.3 percent compared with the prior year period. Gross profit margin increased 550 basis points to 44.0 percent, compared with 38.5 percent in the prior year period primarily reflecting contributions from PMall. Segment contribution margin increased 319.3 percent, or $34.8 million, to $45.7 million, compared with $10.9 million in the prior year period. Excluding the contribution from PMall, segment contribution margin increased 69.7 percent compared with the prior year period.

  • BloomNet: Revenues for the quarter increased 32.4 percent to $34.1 million, compared with $25.7 million in the prior year period. Gross profit margin was 49.4 percent, a decrease of 180 basis points compared with 51.2 percent in the prior year period, primarily reflecting product mix. Segment contribution margin increased 32.9 percent to $12.1 million, compared with $9.1 million in the prior year period.

Company Guidance

  • Due to the significant uncertainty in the overall economy related to the ongoing COVID-19 pandemic, the Company is not providing guidance for its full fiscal 2021 year at this time.

  • Regarding the fiscal third quarter:

    • Based on the continued strong ecommerce growth momentum that has carried into January, the Company expects to achieve total consolidated revenue growth for its third fiscal quarter, including contributions from PMall, in a range of 45-to-50 percent, compared with the prior year period.
    • The Company anticipates that the strong revenue growth will help offset certain headwinds, including the Sunday placement of the key Valentine’s Day holiday, increased year-over-year labor and transportation costs and operating inefficiencies related to the COVID-19 pandemic.
    • As a result, the Company anticipates achieving Adjusted EBITDA of between $4.0-and-$5.0 million compared with an Adjusted EBITDA loss of $2.4 million in the prior year period, and;
    • an EPS loss of between $0.09-and-$0.11 compared with an EPS loss of $0.15 in the prior year period.

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. Non-GAAP financial measures referred to in this document are either labeled as “non-GAAP” or designated as such with a “1”. See below for definitions and the reasons why we use these non-GAAP financial measures. Where applicable, see the Selected Financial Information below for reconciliations of these non-GAAP measures to their most directly comparable GAAP financial measures.

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss) before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for the impact of stock-based compensation, Non-Qualified Plan Investment appreciation/depreciation, and for certain items affecting period-to-period comparability. See Selected Financial 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 and Adjusted 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 Contribution Margin is defined as Contribution Margin adjusted for certain items affecting period-to-period comparability. See Selected Financial Information for details on how Segment Contribution Margin and Adjusted Segment Contribution Margin were calculated for each period presented. When viewed together with our GAAP results, we believe Segment Contribution Margin and Adjusted Segment Contribution Margin provide management and users of the financial statements meaningful information about the performance of our business segments. Segment Contribution Margin and Adjusted Segment Contribution Margin are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. The material limitation associated with the use of the Segment Contribution Margin and Adjusted Segment Contribution Margin is that they are an incomplete measure of profitability as they do not include all operating expenses or non-operating income and expenses. Management compensates for these limitations when using this measure by looking at other GAAP measures, such as Operating Income and Net Income.

Adjusted Net Income (Loss) and Adjusted or Comparable Net Income (Loss) Per Common Share:

We define Adjusted Net Income (Loss) and Adjusted or Comparable Net Income (Loss) Per Common Share as Net Income (Loss) and Net Income (Loss) Per Common Share adjusted for certain items affecting period-to-period comparability. See Selected Financial 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 EPS 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.

About 1-800-FLOWERS.COM, Inc.

1-800-FLOWERS.COM, Inc. is a leading provider of gifts designed to help customers express, connect and celebrate. The Company’s business platform features our all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery® and Simply Chocolate®. We also offer top-quality steaks and chops from Stock Yards®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge across our portfolio of brands, 1-800-FLOWERS.COM, Inc. strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral and gift industry service provider offering a broad-range of products and services designed to help members grow their businesses profitably; Napco℠, a resource for floral gifts and seasonal décor; and DesignPac Gifts^SM^, a manufacturer of gift baskets and towers. 1-800-FLOWERS.COM, Inc. was named to the Forbes 2021 Best Small Companies List. Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS. For more information, visit 1800flowersinc.com or follow @1800FLOWERSInc on Twitter.


Special Note Regarding Forward Looking Statements:

This press release contains 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 using statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” “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, which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements regarding the Company’s ability to achieve its expected results for the fiscal-year 2021 third quarter; the impact of the COVID-19 pandemic on the Company; its ability to successfully integrate acquired businesses and assets; its ability to cost-effectively acquire and retain customers; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; its ability to reduce promotional activities and achieve more efficient marketing programs; and general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products. Reconciliations for forward looking figures 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. The lack of such reconciling information should be considered when assessing the impact of such disclosures. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this release or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.

Conference Call:

The Company will conduct a conference call to discuss the above details and attached financial results today, Thursday, January 28, 2021, at 8:00 a.m. (ET). The conference call will be webcast live from the Investor Relations section of the Company’s website at www.1800flowersinc.com. A recording of the call will be posted on the Investor Relations section of the Company’s web site within two hours of the call’s completion. A telephonic replay of the call can be accessed beginning at 2:00 p.m. ET on the day of the call through November 5, 2020 at: (US) 1-877-344-7529; (Canada) 855-669-9658; (International) 1-412-317-0088; enter conference ID #:10148432.

Note: The attached tables are an integral part of this press release without which the information presented in this press release should be considered incomplete.


1-800-FLOWERS.COM, Inc. and Subsidiaries<br><br> <br>Condensed Consolidated Balance Sheets<br><br> <br>(in thousands)
December 27, 2020 June 28, 2020
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 370,586 240,506
Trade receivables, net 72,590 15,178
Inventories 89,389 97,760
Prepaid and other 30,879 25,186
Total current assets 563,444 378,630
Property, plant and equipment, net 197,598 169,075
Operating lease right-of-use assets 88,096 66,760
Goodwill 208,048 74,711
Other intangibles, net 140,672 66,273
Other assets 24,402 18,986
Total assets $ 1,222,260 774,435
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 104,965 25,306
Accrued expenses 285,822 141,741
Current maturities of long-term debt 15,000 5,000
Current portion of long-term operating lease liabilities 10,953 8,285
Total current liabilities 416,740 180,332
Long-term debt 170,912 87,559
Long-term operating lease liabilities 81,308 61,964
Deferred tax liabilities 27,244 28,632
Other liabilities 28,448 16,174
Total liabilities 724,652 374,661
Total stockholders’ equity 497,608 399,774
Total liabilities and stockholders’ equity $ 1,222,260 774,435

All values are in US Dollars.


1-800-FLOWERS.COM, Inc. and Subsidiaries<br> <br>Selected Financial Information<br><br> <br>Consolidated Statements of Operations<br><br> <br>(in thousands, except for per share data)<br><br> <br>(unaudited)
Three Months Ended Six Months Ended
December 27, 2020 December 29, 2019 December 27, 2020 December 29, 2019
Net revenues:
E-Commerce $ 777,810 $ 487,084 $ 1,016,673 $ 616,134
Other 99,446 118,558 144,355 176,771
Total net revenues 877,256 605,642 1,161,028 792,905
Cost of revenues 479,010 336,470 647,302 447,587
Gross profit 398,246 269,172 513,726 345,318
Operating expenses:
Marketing and sales 194,696 127,404 274,981 184,243
Technology and development 14,053 11,733 25,656 22,536
General and administrative 30,835 22,634 59,048 44,156
Depreciation and amortization 11,060 7,830 19,900 15,465
Total operating expenses 250,644 169,601 379,585 266,400
Operating income 147,602 99,571 134,141 78,918
Interest expense, net 1,927 985 2,967 1,580
Other (income) expense, net (2,257) (975) (3,256) (891)
Income before income taxes 147,932 99,561 134,430 78,229
Income tax expense 34,255 25,409 30,515 19,348
Net income $ 113,677 $ 74,152 $ 103,915 $ 58,881
Basic net income per common share $ 1.76 $ 1.15 $ 1.61 $ 0.91
Diluted net income per common share $ 1.71 $ 1.12 $ 1.56 $ 0.89
Weighted average shares used in the calculation of net income per common share:
Basic 64,728 64,687 64,524 64,595
Diluted 66,543 66,401 66,593 66,486

1-800-FLOWERS.COM, Inc. and Subsidiaries<br> <br>Selected Financial Information<br><br> <br>Consolidated Statements of Cash Flows<br><br> <br>(in thousands)<br><br> <br>(unaudited)
Six months ended
December 27, 2020 December 29, 2019
Operating activities:
Net income $ 103,915 $ 58,881
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 19,900 15,465
Amortization of deferred financing costs 545 325
Deferred income taxes (1,388) (1,003)
Bad debt expense 341 731
Stock-based compensation 5,358 4,045
Other non-cash items (321) (187)
Changes in operating items:
Trade receivables (56,372) (32,918)
Inventories 25,369 25,358
Prepaid and other (1,937) 1,021
Accounts payable and accrued expenses 212,340 90,166
Other assets and liabilities 8,897 272
Net cash provided by operating activities 316,647 162,156
Investing activities:
Acquisitions, net of cash acquired (250,943) (20,500)
Capital expenditures, net of non-cash expenditures (15,708) (10,712)
Purchase of equity investments (1,285) (1,001)
Net cash used in investing activities (267,936) (32,213)
Financing activities:
Acquisition of treasury stock (12,470) (5,030)
Proceeds from exercise of employee stock options 1,032 285
Proceeds from bank borrowings 265,000 20,000
Repayment of notes payable and bank borrowings (170,000) (22,500)
Debt issuance cost (2,193) (60)
Net cash provided by (used in) financing activities 81,369 (7,305)
Net change in cash and cash equivalents 130,080 122,638
Cash and cash equivalents:
Beginning of period 240,506 172,923
End of period $ 370,586 $ 295,561

1-800-FLOWERS.COM, Inc. and Subsidiaries<br> <br>Selected Financial Information – Category Information<br><br> <br>(dollars in thousands) (unaudited)
Three Months Ended
December 27, 2020 Personalization Mall Litigation and Transaction Costs Harry & David Store Closure Costs As Adjusted (non-GAAP) December 27, 2020 December 29, 2019 % Change
Net revenues:
Consumer Floral & Gifts $ 305,357 $ - $ - $ 305,357 $ 115,716 163.9%
BloomNet 34,051 34,051 25,722 32.4%
Gourmet Foods & Gift Baskets 538,265 538,265 464,584 15.9%
Corporate 135 135 165 -18.2%
Intercompany eliminations (552) (552) (545) -1.3%
Total net revenues $ 877,256 $ - $ - $ 877,256 $ 605,642 44.8%
Gross profit:
Consumer Floral & Gifts $ 134,474 $ - $ - $ 134,474 $ 44,544 201.9%
44.0% 44.0% 38.5%
BloomNet 16,820 16,820 13,161 27.8%
49.4% 49.4% 51.2%
Gourmet Foods & Gift Baskets 246,890 246,890 211,362 16.8%
45.9% 45.9% 45.5%
Corporate 62 62 105 -41.0%
45.9% 45.9% 63.6%
Total gross profit $ 398,246 $ - $ - $ 398,246 $ 269,172 48.0%
45.4% - - 45.4% 44.4%
EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts $ 45,657 $ - $ - $ 45,657 $ 10,890 319.3%
BloomNet 12,141 12,141 9,134 32.9%
Gourmet Foods & Gift Baskets 135,621 (78) 135,543 113,387 19.5%
Segment Contribution Margin Subtotal 193,419 - (78) 193,341 133,411 44.9%
Corporate (b) (34,757) 513 (34,244) (26,010) -31.7%
EBITDA (non-GAAP) 158,662 513 (78) 159,097 $ 107,401 48.1%
Add: Stock-based compensation 2,965 2,965 2,280 30.0%
Add: Compensation charge related to NQ Plan Investment Appreciation 2,227 2,227 1,002 122.2%
Adjusted EBITDA (non-GAAP) $ 163,854 $ 513 $ (78) $ 164,289 $ 110,683 48.4%

1-800-FLOWERS.COM, Inc. and Subsidiaries<br> <br>Selected Financial Information – Category Information<br><br> <br>(dollars in thousands) (unaudited)
Six Months Ended
December 27, 2020 Personalization Mall Litigation and Transaction Costs Harry & David Store Closure Costs As Adjusted (non-GAAP) December 27, 2020 December 29, 2019 % Change
Net revenues:
Consumer Floral & Gifts $ 466,903 $ - $ - $ 466,903 $ 206,484 126.1%
BloomNet 66,789 66,789 51,162 30.5%
Gourmet Foods & Gift Baskets 628,194 628,194 535,799 17.2%
Corporate 241 241 360 -33.1%
Intercompany eliminations (1,099) (1,099) (900) -22.1%
Total net revenues $ 1,161,028 $ - $ - $ 1,161,028 $ 792,905 46.4%
Gross profit:
Consumer Floral & Gifts $ 200,060 $ - $ - $ 200,060 $ 80,594 148.2%
42.8% 42.8% 39.0%
BloomNet 31,658 31,658 26,119 21.2%
47.4% 47.4% 51.1%
Gourmet Foods & Gift Baskets 281,897 281,897 238,404 18.2%
44.9% 44.9% 44.5%
Corporate 111 111 201 -44.8%
46.1% 46.1% 55.8%
Total gross profit $ 513,726 $ - $ - $ 513,726 $ 345,318 48.8%
44.2% - - 44.2% 43.6%
EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts $ 64,893 $ - $ - $ 64,893 $ 19,414 234.3%
BloomNet 22,562 22,562 17,491 29.0%
Gourmet Foods & Gift Baskets 133,040 (483) 132,557 106,787 24.1%
Segment Contribution Margin Subtotal 220,495 - (483) 220,012 143,692 53.1%
Corporate (b) (66,454) 5,403 (61,051) (49,309) -23.8%
EBITDA (non-GAAP) 154,041 5,403 (483) 158,961 94,383 68.4%
Add: Stock-based compensation 5,358 5,358 4,045 32.5%
Add: Compensation charge related to NQ Plan Investment Appreciation 3,207 3,207 958 234.8%
Adjusted EBITDA (non-GAAP) $ 162,606 $ 5,403 $ (483) $ 167,526 $ 99,386 68.6%

1-800-FLOWERS.COM, Inc. and Subsidiaries<br> <br>Selected Financial Information<br><br> <br>(in thousands) (unaudited)
Reconciliation of net income to adjusted net income (non-GAAP): Three Months Ended Six Months Ended
December 27, 2020 December 29, 2019 December 27, 2020 December 29, 2019
Net income $ 113,677 $ 74,152 $ 103,915 $ 58,881
Adjustments to reconcile net income to adjusted net income (non-GAAP)
Add: Personalization Mall litigation and transaction costs 513 5,403
Deduct: Harry & David store closure cost adjustment (78) (483)
Deduct: Income tax (benefit) on adjustments 125 (1,117)
Adjusted net income (non-GAAP) $ 114,237 $ 74,152 $ 107,718 $ 58,881
Basic and diluted net income per common share
Basic $ 1.76 $ 1.15 $ 1.61 $ 0.91
Diluted $ 1.71 $ 1.12 $ 1.56 $ 0.89
Basic and diluted adjusted net income per common share (non-GAAP)
Basic $ 1.76 $ 1.15 $ 1.67 $ 0.91
Diluted $ 1.72 $ 1.12 $ 1.62 $ 0.89
Weighted average shares used in the calculation of net income and adjusted net income per common share
Basic 64,728 64,687 64,524 64,595
Diluted 66,543 66,401 66,593 66,486

1-800-FLOWERS.COM, Inc. and Subsidiaries<br> <br>Selected Financial Information<br><br> <br>(in thousands) (unaudited)
Reconciliation of net income to adjusted EBITDA (non-GAAP): Three Months Ended Six Months Ended
December 27, 2020 December 29, 2019 December 27, 2020 December 29, 2019
Net income $ 113,677 $ 74,152 $ 103,915 $ 58,881
Add: Interest expense, net (330) 10 (289) 689
Add: Depreciation and amortization 11,060 7,830 19,900 15,465
Add: Income tax expense 34,255 25,409 30,515 19,348
EBITDA 158,662 107,401 154,041 94,383
Add: Stock-based compensation 2,965 2,280 5,358 4,045
Add: Compensation charge related to NQ plan investment<br><br> <br>appreciation 2,227 1,002 3,207 958
Add: Personalization Mall litigation and transaction costs 513 5,403
Deduct: Harry & David store closure cost adjustment (78) (483)
Adjusted EBITDA $ 164,289 $ 110,683 $ 167,526 $ 99,386

(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.

Contacts

Investor Contact:

        Joseph D. Pititto 

        \(516\) 237-6131 

        E-mail: invest@1800flowers.com

Media Contact:

        Kathleen Waugh 

        \(516\) 237-6028 

        kwaugh@1800flowers.com