1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS) Q1 2023 Earnings Conference Call November 3, 2022 8:00 AM ET Company Participants Andy Milevoj - Senior Vice President, Investor Relations and Corporate Communications Christopher McCann - Chief Executive Officer William Shea - Chief Financial Officer Thomas Hartnett - President Conference Call Participants Michael Kupinski - NOBLE Capital Markets Anthony Lebiedzinski - Sidoti & Company Alex Fuhrman - Craig-Hallum Capital Group Daniel Kurnos - The Benchmark Company Oper ...

Part I [Business Overview](index=4&type=section&id=Item%201.%20Business) 1-800-FLOWERS.COM, Inc. is a leading gift provider with a brand portfolio across three segments, facing seasonal demand and competition - The company operates as a leading provider of gifts through a family of brands, aiming to be a one-stop destination for celebratory needs[10](index=10&type=chunk)[14](index=14&type=chunk) - The business is structured into three main segments: Consumer Floral & Gifts, Gourmet Foods & Gift Baskets, and BloomNet, a service provider for the floral industry[17](index=17&type=chunk)[25](index=25&type=chunk)[23](index=23&type=chunk) - The company's business is highly seasonal, with the Thanksgiving through Christmas holiday period (second fiscal quarter) accounting for over **40% of annual revenues** and all of its earnings[54](index=54&type=chunk)[55](index=55&type=chunk) - As of July 3, 2022, the company had approximately **4,700 full and part-time employees**, none of whom are represented by collective bargaining agreements[70](index=70&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from macroeconomic conditions, operational challenges, cybersecurity threats, and legal and regulatory compliance - Macroeconomic conditions, such as inflation and consumer discretionary spending patterns, significantly affect the business. The COVID-19 pandemic has created substantial uncertainty regarding demand, operating costs, and supply chain stability[78](index=78&type=chunk)[79](index=79&type=chunk)[81](index=81&type=chunk) - The company's operating results are highly seasonal and can fluctuate significantly, with the fourth calendar quarter being the most critical period. A shortfall in revenue during peak seasons could disproportionately impact annual results[95](index=95&type=chunk)[96](index=96&type=chunk) - The business is exposed to significant information technology risks, including cybersecurity threats, system interruptions, and credit card fraud, which could damage customer relationships and harm the brand[119](index=119&type=chunk)[124](index=124&type=chunk) - A material weakness in internal controls over logical access and segregation of duties in certain IT environments was identified, which could result in material misstatements in financial statements if not remediated[128](index=128&type=chunk) - Legal and regulatory risks include unauthorized use of intellectual property, product liability claims for perishable food and alcohol, and evolving privacy laws (e.g., from the FTC) that could increase compliance costs[129](index=129&type=chunk)[136](index=136&type=chunk)[142](index=142&type=chunk) [Unresolved Staff Comments](index=25&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved written comments from the SEC staff that were issued 180 days or more before the end of the fiscal year - As of the fiscal year ended July 3, 2022, there are no unresolved written comments from the SEC staff[145](index=145&type=chunk) [Properties](index=26&type=section&id=Item%202.%20Properties) The company owns and leases various properties across the US for manufacturing, distribution, administration, and farming operations Key Owned and Leased Properties as of July 3, 2022 | Location | Principal Use | Square Footage / Acreage | Ownership | | :--- | :--- | :--- | :--- | | Medford, OR | Manufacturing, distribution, administrative | 1,103,000 sq ft | Owned | | Bolingbrook, IL | Manufacturing, distribution, administrative | 361,176 sq ft | Leased | | Hebron, OH | Manufacturing, distribution, administrative | 330,900 sq ft | Owned | | Jackson County, OR | Farming (Orchards) | 1,590 acres | Owned | | Jericho, NY | Headquarters | 92,700 sq ft | Leased | [Legal Proceedings](index=26&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is detailed in Note 17 of the financial statements - For details on legal proceedings, refer to Note 17 in Part IV, Item 15 of this report[147](index=147&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - The company has no mine safety disclosures to report[148](index=148&type=chunk) Part II [Market for Common Equity and Share Repurchases](index=27&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock trades on NASDAQ, features a dual-class structure, repurchased shares in FY2022, and does not pay dividends - The company has a dual-class stock structure: Class A (FLWS) has one vote per share, while Class B (not publicly traded) has **ten votes per share**[152](index=152&type=chunk)[153](index=153&type=chunk) Share Repurchases (Fiscal Year 2020-2022) | Fiscal Year | Shares Repurchased | Total Cost (millions) | | :--- | :--- | :--- | | 2022 | 1,592,555 | $38.2 | | 2021 | 862,290 | $22.4 | | 2020 | 754,458 | $10.7 | - As of July 3, 2022, **$33.2 million** remains authorized for future repurchases under the company's stock repurchase plan[155](index=155&type=chunk) - The company has never declared or paid cash dividends on its common stock and does not plan to in the foreseeable future[162](index=162&type=chunk) [Management's Discussion and Analysis (MD&A)](index=29&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2022 revenues grew 4.0% to over **$2.2 billion**, but profitability declined significantly due to inflation, with Adjusted EBITDA falling to **$99.0 million** Fiscal 2022 Key Financial Results vs. Fiscal 2021 | Metric | Fiscal 2022 | Fiscal 2021 | % Change | | :--- | :--- | :--- | :--- | | Total Net Revenues | $2,207.9M | $2,122.2M | 4.0% | | Gross Profit | $821.7M | $896.4M | -8.3% | | Gross Margin | 37.2% | 42.2% | -500 bps | | Operating Income | $42.1M | $149.1M | -71.8% | | Net Income | $29.6M | $118.7M | -75.0% | | Adjusted EBITDA | $99.0M | $213.1M | -53.5% | | Diluted EPS | $0.45 | $1.78 | -74.7% | - The company completed the acquisition of Vital Choice, a seafood provider, for **$20.0 million** on October 27, 2021, and Alice's Table, a lifestyle experience business, for **$1.4 million** (cash and non-cash) on December 31, 2021[175](index=175&type=chunk)[176](index=176&type=chunk) - For fiscal 2023, the company anticipates Q1 revenues will decline by **3.0% to 6.0%** year-over-year due to cautious consumer spending. The Adjusted EBITDA loss for Q1 is projected to be between **$28.0 million and $33.0 million**[181](index=181&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) FY2022 revenue grew 4.0% to **$2.21 billion**, but gross margin contracted to **37.2%** due to rising costs, significantly impacting operating income Net Revenues by Channel (in thousands) | Channel | FY 2022 | FY 2021 | % Change | | :--- | :--- | :--- | :--- | | E-Commerce | $1,934,648 | $1,879,550 | 2.9% | | Other | $273,237 | $242,695 | 12.6% | | **Total** | **$2,207,885** | **$2,122,245** | **4.0%** | Net Revenues by Segment (in thousands) | Segment | FY 2022 | FY 2021 | % Change | | :--- | :--- | :--- | :--- | | Consumer Floral & Gifts | $1,059,570 | $1,025,015 | 3.4% | | BloomNet | $145,702 | $142,919 | 1.9% | | Gourmet Foods & Gift Baskets | $1,004,272 | $955,607 | 5.1% | - Gross margin decreased by **500 basis points** to **37.2%** in FY2022 from **42.2%** in FY2021. This was primarily due to macro-economic headwinds including supply chain disruptions, increased commodity and labor costs, and higher shipping expenses[227](index=227&type=chunk)[229](index=229&type=chunk) - Marketing and sales expense increased **7.2%** to **$571.7 million**, representing **25.9% of sales**, up from **25.1%** in the prior year, due to higher advertising rates and efforts to drive revenue[238](index=238&type=chunk)[239](index=239&type=chunk) - General and administrative expense decreased **12.6%** to **$102.3 million**, primarily due to lower performance-related bonuses and a loss on non-qualified deferred compensation plan investments[247](index=247&type=chunk)[248](index=248&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity relies on cash, operating cash flows, and its credit facility, with working capital and cash equivalents significantly decreasing in FY2022 Cash and Working Capital (in millions) | Metric | July 3, 2022 | June 27, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $31.5 | $173.6 | | Working capital | $82.5 | $134.1 | Summary of Cash Flows (FY 2022, in millions) | Cash Flow Category | Amount | | :--- | :--- | | Net cash provided by operating activities | $5.2 | | Net cash used in investing activities | ($89.7) | | Net cash used in financing activities | ($57.6) | - The company expects to borrow against its Revolver in Q1 FY2023 to fund pre-holiday inventory builds and repay these borrowings by the end of Q2 FY2023[264](index=264&type=chunk) [Critical Accounting Policies and Estimates](index=46&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve significant judgment for goodwill, other intangible assets, and income taxes, requiring annual impairment tests and future taxable income estimates - Goodwill impairment testing is a critical estimate. For the fiscal 2022 annual test, the company performed a quantitative Step 1 analysis. The fair values of the Consumer Floral & Gifts and Gourmet Foods & Gift Baskets reporting units exceeded their carrying amounts by approximately **$128 million** and **$40 million**, respectively[275](index=275&type=chunk)[381](index=381&type=chunk) - The valuation of indefinite-lived intangible assets, such as trademarks, is performed annually using a relief-from-royalty method, which requires significant judgment on royalty and discount rates[283](index=283&type=chunk) - Accounting for income taxes requires management to assess the realizability of deferred tax assets based on forecasts of future taxable income and available tax planning strategies[286](index=286&type=chunk)[408](index=408&type=chunk) [Market Risk Disclosures](index=49&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk exposure is to interest rate changes, affecting its variable-rate long-term debt - The company is exposed to interest rate risk primarily through its variable-rate borrowings under its credit facility[291](index=291&type=chunk) - A **50 basis point (0.50%)** increase in interest rates would have resulted in an approximate **$1.0 million** increase in interest expense for fiscal year 2022[291](index=291&type=chunk) [Controls and Procedures](index=49&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of July 3, 2022, due to a material weakness in IT controls, leading to an adverse audit opinion - Management concluded that disclosure controls and procedures were not effective as of July 3, 2022[294](index=294&type=chunk) - A material weakness was identified in internal control over financial reporting related to deficiencies in controls over logical access and segregation of duties in certain IT environments[301](index=301&type=chunk)[302](index=302&type=chunk) - The independent registered public accounting firm, BDO USA, LLP, issued an adverse opinion on the company's internal control over financial reporting as of July 3, 2022[306](index=306&type=chunk)[339](index=339&type=chunk) - Management has initiated remediation efforts, including redesigning logical access and enhancing segregation of duties, starting in the first quarter of fiscal 2023[303](index=303&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Compensation, and Principal Accountant Fees](index=53&type=section&id=Items%2010-14) Information for Items 10-14, covering directors, executive officers, corporate governance, compensation, and accountant fees, is incorporated by reference from the 2022 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's 2022 Proxy Statement[318](index=318&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk) Part IV [Exhibits and Financial Statements](index=54&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section presents the consolidated financial statements for FY2022 and BDO USA, LLP's report, including an adverse opinion on internal controls and identifying goodwill valuation as a critical audit matter Consolidated Balance Sheet Data (in thousands) | Account | July 3, 2022 | June 27, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $31,465 | $173,573 | | Inventories | $247,563 | $153,863 | | Total current assets | $348,238 | $400,059 | | Goodwill | $213,287 | $208,150 | | **Total Assets** | **$1,094,891** | **$1,076,679** | | **Liabilities & Equity** | | | | Total current liabilities | $265,697 | $265,938 | | Long-term debt, net | $142,497 | $161,512 | | **Total Liabilities** | **$585,482** | **$567,609** | | **Total Stockholders' Equity** | **$509,409** | **$509,070** | - The independent auditor, BDO USA, LLP, identified the valuation of goodwill for the Gourmet Foods & Gift Baskets reporting unit as a critical audit matter due to the significant and subjective management estimates involved in determining its fair value[342](index=342&type=chunk)[345](index=345&type=chunk) - Note 4 details the acquisitions of PersonalizationMall (**$250.9 million**), Vital Choice (**$20.3 million**), and Alice's Table (**$1.3 million**)[423](index=423&type=chunk)[439](index=439&type=chunk)[448](index=448&type=chunk) - Note 17 discloses litigation, including a settled dispute with Bed Bath & Beyond over the PersonalizationMall acquisition and a pending settlement for a class action lawsuit related to call center workers, with a maximum liability of **$3.3 million**[509](index=509&type=chunk)[510](index=510&type=chunk)

1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS) Q4 2022 Earnings Conference Call September 1, 2022 8:00 AM ET Company Participants Joseph Pititto - Senior Vice President, Investor Relations and Corporate Communications Chris McCann - Chief Executive Officer Bill Shea - Chief Financial Officer Tom Hartnett - President Conference Call Participants Dan Kurnos - The Benchmark Group Anthony Lebiedzinski - Sidoti & Company Michael Kupinski - NOBLE Capital Markets Alex Fuhrman - Craig-Hallum Capital Group Linda Bolton Weise ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File No. 0-26841 1-800-FLOWERS.COM, Inc. (Exact name of registrant as specified in its charter) Delaware 11-3117311 (State of inc ...

1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS) Q3 2022 Earnings Conference Call April 28, 2022 8:00 AM ET Company Participants Christopher G. McCann – Chief Executive Officer Thomas Hartnett – President William E. Shea – Senior Vice President of Finance and Administration, Chief Financial Officer Joseph Pititto – Senior Vice President, Investor Relations and Corporate Communications Conference Call Participants Anthony Lebiedzinski – Sidoti & Company Alex Fuhrman – Craig-Hallum Capital Group Linda Bolton Weiser – D. ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 26, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File No. 0-26841 1-800-FLOWERS.COM, Inc. (Exact name of registrant as specified in its charter) Delaware 11-3117311 (State of in ...

Financial Data and Key Metrics Changes - The company achieved a revenue growth of 7.5% for the fiscal second quarter, totaling $943 million compared to $877.3 million in the prior-year period [21][29] - Adjusted EBITDA for the quarter was $133.1 million, down 19% from $164.3 million in the prior-year period [22] - Net income for the quarter was $88.5 million, or $1.34 per diluted share, compared to $113.7 million, or $1.71 per diluted share in the prior year [22][23] - Gross profit margin for the holiday period was 40.1%, a decline of 530 basis points compared to the prior-year period [21] Business Segment Data and Key Metrics Changes - Gourmet Food and Gift Baskets segment revenues increased by 9.8% to $590.9 million, driven primarily by the Harry & David brand, which saw over 10% growth [23] - Consumer Floral and Gifts segment revenues increased by 3.2% to $315.1 million, with the 1-800-FLOWERS brand growing by 2.8% [24] - BloomNet revenues increased by 11.4% to $37.9 million, reflecting increased wholesale shipments of hard goods [25] Market Data and Key Metrics Changes - The company faced significant macroeconomic headwinds, including supply chain disruptions, labor shortages, and increased shipping costs, which impacted gross margins and overall profitability [8][20] - The company noted that consumer demand slowed after the Thanksgiving holiday, affecting revenue growth expectations [7][36] Company Strategy and Development Direction - The company continues to focus on customer engagement and expanding product offerings, including the integration of the newly acquired Vital Choice into its platform [12][30] - Initiatives to mitigate cost pressures include automation of warehouse operations and strategic inventory management [9][20] - The Celebrations Passport loyalty program was enhanced to include a tiered points-based system, aimed at increasing customer retention and purchase frequency [15][16] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing challenges in the macroeconomic environment but expressed optimism about long-term growth potential, citing strong customer engagement and loyalty program performance [30][38] - The company anticipates revenue growth in the range of 7% to 9% for the fiscal year, with adjusted EBITDA expected between $140 million and $150 million [27][28] Other Important Information - The company added over 1.8 million new customers during the quarter, with existing customers accounting for more than 66% of total revenues [14] - The cash and investment position was $271.1 million at the end of the second quarter, reflecting investments in inventory and stock repurchases [26] Q&A Session Summary Question: When did the company start trying to pass through pricing, and how much was price inelasticity an issue? - The company began implementing strategic price increases early in the season, with dynamic pricing allowing adjustments based on consumer demand [32][34] Question: Why is the revenue guidance reduced for the next two quarters? - The guidance reflects observed consumer pullback and ongoing cost challenges, with expectations of high single-digit growth in the near term [36][37] Question: Can the company discuss the effectiveness of its marketing channels? - The company shifted some marketing spend towards television advertising but faced rising costs and decreased effectiveness as consumer demand softened [46][48] Question: What specific pricing increases are planned for the upcoming quarters? - Pricing strategies will be dynamic, with adjustments based on real-time consumer response and market conditions [72][73]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2021 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File No. 0-26841 1-800-FLOWERS.COM, Inc. (Exact name of registrant as specified in its charter) Two Jericho Plaza, Suite 200, J ...

1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS) Q1 2022 Earnings Conference Call October 28, 2021 8:00 AM ET Company Participants Joseph Pititto - Investor Relations Chris McCann - Chief Executive Officer Bill Shea - Chief Financial Officer Conference Call Participants Michael Kupinski - NOBLE Capital Markets Dan Kurnos - The Benchmark Company Linda Bolton Weiser - D.A. Davidson Alex Fuhrman - Craig-Hallum Doug Lane - Lane Research Timothy Vierengel - Northcoast Research Operator Good day and welcome to the 1-800-FLO ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 27, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-26841 1-800-FLOWERS.COM, Inc. (Exact name of registrant as specified in its charter) 1-800-FLOWERS.COM, INC. Delaware (State or other jurisdiction of incorporation or or ...