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 28, 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) | --- | --- | |-------------------------------------- ...

1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS) Q3 2021 Earnings Conference Call April 29, 2021 8:00 AM ET Company Participants Joseph D. Pititto - Senior Vice President, Investor Relations and Corporate Communications Christopher G. McCann - President and Chief Executive Officer William E. Shea - Senior Vice President, Finance and Administration, Treasurer and Chief Financial Officer Conference Call Participants Alex Fuhrman - Craig-Hallum Capital Group LLC Michael Kupinski - NOBLE Capital Markets Linda Bolton-Weise ...

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 27, 2020 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) Indicate by check mark whether the registrant (1 ...

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 27, 2020 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) | --- | --- | |-------------------------------- ...

1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS) Q1 2021 Earnings Conference Call October 29, 2020 8:00 AM ET Company Participants Joe Pititto - Senior Vice President of Investor Relations and Corporate Communications Chris McCann - Chief Executive Officer Bill Shea - Chief Financial Officer Conference Call Participants Dan Kurnos - The Benchmark Company Alex Fuhrman - Craig-Hallum Capital Group Linda Bolton-Weiser - D.A. Davidson Anthony Lebiedzinski - Sidoti & Co. Michael Kupinski - Noble Capital Markets Doug Lane - ...

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 28, 2020 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) DELAWARE (State or other jurisdiction of incorporation or organization) 11-3117311 ( ...

1-800-Flowers.Com, Inc. (NASDAQ:FLWS) Q4 2020 Results Conference Call August 27, 2020 8:00 AM ET Company Participants Joseph Pititto - Senior Vice President of Investor Relations Christopher McCann - Chief Executive Officer William Shea - Chief Financial Officer Conference Call Participants Dan Kurnos - The Benchmark Company Michael Kupinski - NOBLE Capital Markets Linda Bolton-Weiser - D.A. Davidson Anthony Lebiedzinski - Sidoti and Company Douglas Lane - Lane Research Alex Fuhrman - Craig-Hallum Capital G ...

Part I. Financial Information [Item 1. Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The unaudited condensed consolidated financial statements for the quarter ended March 29, 2020, reflect increased assets, net revenues, and the adoption of ASC 842 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 29, 2020 (Unaudited) | June 30, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $232,115 | $172,923 | | Total current assets | $353,681 | $303,238 | | Goodwill | $74,711 | $62,590 | | Total assets | $748,629 | $606,440 | | **Liabilities & Equity** | | | | Total current liabilities | $168,653 | $127,497 | | Long-term debt | $88,648 | $91,973 | | Total liabilities | $360,618 | $263,729 | | Total stockholders' equity | $388,011 | $342,711 | | Total liabilities and stockholders' equity | $748,629 | $606,440 | [Condensed Consolidated Statements of Income (Loss)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20%28Loss%29) Condensed Consolidated Statements of Income (Loss) (in thousands, except per share data) | Metric | Three Months Ended Mar 29, 2020 | Three Months Ended Mar 31, 2019 | Nine Months Ended Mar 29, 2020 | Nine Months Ended Mar 31, 2019 | | :--- | :--- | :--- | :--- | :--- | | Net revenues | $278,776 | $248,413 | $1,071,681 | $989,225 | | Gross profit | $107,452 | $97,520 | $452,770 | $420,887 | | Operating income (loss) | $(10,888) | $(14,629) | $68,030 | $57,090 | | Net income (loss) | $(9,657) | $(8,241) | $49,224 | $43,071 | | Diluted net income (loss) per common share | $(0.15) | $(0.13) | $0.74 | $0.65 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Nine Months Ended March 29, 2020 | Nine Months Ended March 31, 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $117,342 | $97,005 | | Net cash used in investing activities | $(43,958) | $(16,845) | | Net cash used in financing activities | $(14,192) | $(21,023) | | Net change in cash and cash equivalents | $59,192 | $59,137 | | Cash and cash equivalents, end of period | $232,115 | $206,377 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail key accounting policies, business seasonality, the Shari's Berries acquisition, ASC 842 adoption, and the subsequent closure of Harry & David retail stores - The company's business is highly seasonal, with the second fiscal quarter (Thanksgiving through Christmas) accounting for nearly **50% of annual revenues** and all of its earnings[28](index=28&type=chunk) - On August 14, 2019, the Company acquired the Shari's Berries business for a purchase price of **$20.5 million**. The acquisition included domain names, customer data, and other intellectual property[49](index=49&type=chunk) - Effective July 1, 2019, the company adopted the new lease accounting standard (ASC 842), resulting in the recognition of operating lease liabilities of **$80.7 million** and right-of-use assets of **$78.7 million** on the Consolidated Balance Sheets[39](index=39&type=chunk) - Subsequent to the quarter end, on April 14, 2020, the company decided to permanently close **38 of its 39 Harry & David branded stores**, expecting a charge of **$4.0 - $5.0 million** in the fourth quarter[91](index=91&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting revenue growth driven by e-commerce and the Shari's Berries acquisition, alongside the significant impact of COVID-19 and liquidity position [COVID-19 Impact](index=25&type=section&id=COVID-19%20Impact) - The company is experiencing strong e-commerce demand for gourmet foods, gift baskets, and floral products for both gifting and self-consumption, with an acceleration of demand seen during the Easter holiday period[99](index=99&type=chunk) - Negative impacts from the pandemic include the temporary closure of Cheryl's and Harry & David retail stores, with a subsequent decision to permanently close **38 of 39 Harry & David stores**, which had annual revenues of approximately **$33.0 million**[99](index=99&type=chunk) - The company is facing headwinds from reduced wholesale business, waived fees for BloomNet members in April, and increased operating costs in manufacturing and distribution facilities to ensure employee safety[99](index=99&type=chunk) [Segment Information and Results of Operations](index=28&type=section&id=Segment%20Information%20and%20Results%20of%20Operations) Net Revenues by Segment (in thousands) | Segment | Three Months Ended Mar 29, 2020 | Three Months Ended Mar 31, 2019 | % Change | Nine Months Ended Mar 29, 2020 | Nine Months Ended Mar 31, 2019 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 1-800-Flowers.com Consumer Floral | $152,620 | $144,821 | 5.4% | $359,104 | $338,003 | 6.2% | | BloomNet Wire Service | $30,414 | $28,185 | 7.9% | $81,576 | $75,613 | 7.9% | | Gourmet Foods & Gift Baskets | $95,906 | $75,445 | 27.1% | $631,705 | $575,966 | 9.7% | | **Total net revenues** | **$278,776** | **$248,413** | **12.2%** | **$1,071,681** | **$989,225** | **8.3%** | Segment Contribution Margin (non-GAAP, in thousands) | Segment | Three Months Ended Mar 29, 2020 | Three Months Ended Mar 31, 2019 | % Change | Nine Months Ended Mar 29, 2020 | Nine Months Ended Mar 31, 2019 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 1-800-Flowers.com Consumer Floral | $15,439 | $15,364 | 0.5% | $34,853 | $32,667 | 6.7% | | BloomNet Wire Service | $10,025 | $9,480 | 5.7% | $27,516 | $25,375 | 8.4% | | Gourmet Foods & Gift Baskets | $(6,275) | $(7,202) | 12.9% | $100,512 | $89,191 | 12.7% | | **Segment Contribution Margin Subtotal** | **$19,189** | **$17,642** | **8.8%** | **$162,881** | **$147,233** | **10.6%** | - Consolidated gross profit percentage declined **80 basis points** to **38.5%** for the third quarter and **30 basis points** to **42.2%** for the nine-month period, primarily due to product mix and macroeconomic headwinds including rising labor, transportation costs, and tariffs[135](index=135&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 29, 2020, the company had working capital of **$185.0 million**, including cash and cash equivalents of **$232.1 million**, an increase from **$175.7 million** and **$172.9 million**, respectively, at June 30, 2019[154](index=154&type=chunk) - For the nine months ended March 29, 2020, net cash from operating activities was **$117.3 million**. Net cash used in investing activities was **$44.0 million**, primarily for the **$20.5 million** acquisition of Shari's Berries and **$22.3 million** in capital expenditures[159](index=159&type=chunk)[160](index=160&type=chunk) - Net cash used in financing activities was **$14.2 million** for the nine-month period, mainly due to **$10.7 million** in treasury stock acquisitions and net bank repayments of **$3.8 million**[161](index=161&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is exposure to interest rate changes, impacting cash balances and variable-rate long-term debt - The company's main market risk is from interest rate changes on its cash investments and variable-rate long-term debt[172](index=172&type=chunk) - A **50 basis point** increase in interest rates would increase interest expense by approximately **$0.1 million** for the quarter and **$0.4 million** for the nine-month period[173](index=173&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 29, 2020, with no material changes in internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the quarter, March 29, 2020[175](index=175&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[176](index=176&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a lawsuit with Bed Bath & Beyond Inc. regarding an alleged breach of the PersonalizationMall.com acquisition agreement due to COVID-19 - On April 1, 2020, Bed Bath & Beyond Inc. filed a lawsuit against the company alleging a breach of the agreement to purchase PersonalizationMall.com[177](index=177&type=chunk) - The lawsuit was initiated after the company requested a reasonable delay in the closing of the transaction due to the unprecedented circumstances created by the COVID-19 pandemic. The company plans to defend itself vigorously[177](index=177&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) This section introduces new risk factors related to the COVID-19 pandemic, including operational disruptions, supply chain impacts, and increased cybersecurity risks - The COVID-19 pandemic creates significant uncertainty for the business, with impacts depending on the duration and scope of the pandemic, governmental actions, and changes in consumer behavior[180](index=180&type=chunk)[181](index=181&type=chunk) - Operational risks include supply chain disruptions, reduced availability of transport, and potential workforce interruptions if a significant percentage of employees are unable to work[182](index=182&type=chunk)[183](index=183&type=chunk) - The increase in remote work has amplified cybersecurity risks, including phishing and other attacks targeting a larger number of potential entry points like laptops and mobile devices[184](index=184&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company has an ongoing stock repurchase plan, with $19.3 million remaining authorized as of March 29, 2020, after repurchasing $10.7 million in shares - The Board of Directors authorized an increase to its stock repurchase plan of up to **$30.0 million** on June 27, 2019. As of March 29, 2020, **$19.3 million** remained available for repurchase[189](index=189&type=chunk) Common Stock Purchases (July 1, 2019 - March 29, 2020) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | 07/01/19 - 12/29/19 | 370,863 | $13.61 | | 12/30/19 - 03/29/20 | 382,941 | $14.72 | | **Total** | **753,804** | **$14.13** | [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the Equity Purchase Agreement, certifications, and XBRL data files - Lists exhibits filed with the report, including certifications and XBRL data[195](index=195&type=chunk)

Financial Data and Key Metrics Changes - Total consolidated revenues grew 12.2% to $278.8 million compared to $248.4 million in the prior year period [22] - Consolidated gross profit for the quarter was 38.5%, down 80 basis points from 39.3% in the prior year period, primarily reflecting product mix [24] - Net loss for the quarter was $9.7 million or a loss of $0.15 per share, compared to a net loss of $8.2 million or a loss of $0.13 per share in the prior year period [25][26] - Adjusted EBITDA loss improved by 45.5% to $2.4 million compared to $4.4 million in the prior year period [25] Business Segment Data and Key Metrics Changes - Gourmet Food and Gift Baskets segment revenue increased by 27.1%, driven by strong e-commerce demand and contributions from Shari's Berries [22][8] - Consumer Floral segment saw a revenue growth of 5.4%, with strong performance during Valentine's Day, although impacted by softer demand in late March [22][10] - BloomNet segment revenue grew by 7.9%, with solid results despite the challenges posed by the COVID-19 crisis [22][12] Market Data and Key Metrics Changes - E-commerce demand has significantly increased, particularly in the Gourmet Food brands, continuing strong through April [7][17] - The company experienced a rebound in floral business as customers adapted to new gifting occasions during the COVID-19 crisis [11][9] - The overall consumer environment remains uncertain, but e-commerce trends are expected to remain strong [18][29] Company Strategy and Development Direction - The company is focused on maintaining the health and safety of associates and customers while leveraging its operating platform to meet consumer demand [15][34] - The strategy includes investing in areas that drive future growth while maintaining financial strength and flexibility [34] - The company aims to engage customers to express sentiments that are increasingly important during challenging times [34] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the unprecedented challenges posed by the COVID-19 crisis but expressed confidence in the company's ability to grow [6][33] - The company reaffirmed its guidance for fiscal 2020, expecting total consolidated revenue growth of 8% to 9% [30][29] - Management noted that strong e-commerce demand is offsetting reduced revenues from wholesale and retail channels [21][29] Other Important Information - The company plans to close 38 of 39 Harry & David retail locations, resulting in a one-time charge of $4 million to $5 million [18][60] - Cash and investment position at the end of the third quarter was $232.1 million, with total net cash of $138.5 million [28] Q&A Session Summary Question: How has the business progressed over the past 6 to 8 weeks? - Management noted that food brands performed well immediately as the crisis hit, while floral brands saw a dip but rebounded strongly in April [36][37] Question: Has the strength in Gourmet Foods been from existing customers or new customers? - The company reported strong new customer growth of 30% in Q3, which has accelerated since then, indicating a combination of both existing and new customer activity [42] Question: What is being done to maintain customer influx and competitive positioning? - Management emphasized the importance of consumer sentiment and noted that they are less promotional than in the past, focusing on marketing efficiency [46][48] Question: What is the impact of the Harry & David store closings? - The estimated annual revenue impact from the store closings is approximately $33 million to $35 million, but it is expected to result in about a $2 million EBITDA pickup [60][61] Question: How is the BloomNet wire service performing? - The company is focused on supporting local florists and reported that most shops have reopened, with the floral industry being recognized as essential [86][88]

Part I [Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements, reflecting financial position, operational results, and cash flows, including impacts from ASC 842 and the Shari's Berries acquisition Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | Dec 29, 2019 ($ in thousands) | June 30, 2019 ($ in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | 431,593 | 303,238 | | Cash and cash equivalents | 295,561 | 172,923 | | **Total Assets** | **826,220** | **606,440** | | **Total Current Liabilities** | 226,703 | 127,497 | | **Total Liabilities** | **425,312** | **263,729** | | **Total Stockholders' Equity** | **400,908** | **342,711** | Condensed Consolidated Statements of Income Highlights (Unaudited) | Metric | Three Months Ended Dec 29, 2019 ($ in thousands) | Three Months Ended Dec 30, 2018 ($ in thousands) | Six Months Ended Dec 29, 2019 ($ in thousands) | Six Months Ended Dec 30, 2018 ($ in thousands) | | :--- | :--- | :--- | :--- | :--- | | Net Revenues | 605,642 | 571,316 | 792,905 | 740,812 | | Gross Profit | 269,172 | 254,827 | 345,318 | 323,367 | | Operating Income | 99,571 | 94,685 | 78,918 | 71,719 | | **Net Income** | **74,152** | **68,578** | **58,881** | **51,312** | | **Diluted EPS** | **$1.12** | **$1.04** | **$0.89** | **$0.77** | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Six Months Ended Dec 29, 2019 ($ in thousands) | Six Months Ended Dec 30, 2018 ($ in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | 162,156 | 139,583 | | Net cash used in investing activities | (32,213) | (11,786) | | Net cash used in financing activities | (7,305) | (17,352) | | **Net change in cash and cash equivalents** | **122,638** | **110,445** | - On August 14, 2019, the Company acquired the Shari's Berries business for a purchase price of **$20.5 million**, recognizing goodwill of **$12.1 million** from the transaction[48](index=48&type=chunk)[49](index=49&type=chunk) - Effective July 1, 2019, the company adopted ASC 842, recognizing operating lease right-of-use assets of **$78.7 million** and operating lease liabilities of **$80.7 million**[36](index=36&type=chunk)[37](index=37&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting revenue growth across segments, trends in profitability and expenses, and the company's liquidity and capital resources - Total net revenues grew **6.0%** to **$605.6 million** for the second quarter and **7.0%** to **$792.9 million** for the first six months of fiscal 2020, with growth across all three business segments[100](index=100&type=chunk)[101](index=101&type=chunk) - The acquisition of Shari's Berries in August 2019 contributed approximately **1.2%** of consolidated incremental growth during both the three and six-month periods[101](index=101&type=chunk) - Gross profit margin slightly decreased to **44.4%** for the quarter and **43.6%** for the six months, impacted by product mix and macroeconomic headwinds including rising labor/transportation costs, tariffs, and a highly promotional holiday season[112](index=112&type=chunk) Adjusted EBITDA Performance (Non-GAAP) | Period | Adjusted EBITDA ($ in thousands) | YoY Change | | :--- | :--- | :--- | | Three Months Ended Dec 29, 2019 | 110,683 | 7.4% | | Six Months Ended Dec 29, 2019 | 99,386 | 11.4% | [Results of Operations](index=27&type=section&id=Results%20of%20Operations) This section details operational results, including increased net revenues across segments, gross profit trends, and changes in operating expenses, leading to strong net income and EPS growth Revenue Growth by Segment (Three Months Ended Dec 29, 2019 vs. 2018) | Segment | Net Revenues ($ in thousands) | YoY Change | | :--- | :--- | :--- | | 1-800-Flowers.com Consumer Floral | 115,716 | 7.0% | | BloomNet Wire Service | 25,722 | 9.8% | | Gourmet Food & Gift Baskets | 464,584 | 5.6% | - E-commerce revenues increased **6.2%** to **$487.1 million** in Q2 2020, driven by a **4.8%** increase in orders and a **1.3%** increase in average order value to **$84.53**[104](index=104&type=chunk) - Marketing and sales expense increased **6.5%** for the quarter, remaining relatively stable as a percentage of revenue at **21.0%** compared to **20.9%** in the prior year, showing efficient marketing spend[118](index=118&type=chunk)[119](index=119&type=chunk) - General and administrative expenses increased **4.8%** for the quarter, primarily due to higher labor costs and acquisition-related professional fees[123](index=123&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by cash, operating cash flows, and a credit facility, with strong working capital and cash generation from operations, despite significant investing activities - Working capital stood at **$204.9 million** as of December 29, 2019, a significant increase from **$175.7 million** at June 30, 2019, reflecting strong cash generation during the holiday season[130](index=130&type=chunk) - Net cash provided by operating activities was **$162.2 million** for the six months ended Dec 29, 2019, primarily due to net income and favorable seasonal changes in working capital[133](index=133&type=chunk) - Net cash used in investing activities was **$32.2 million**, mainly for the **$20.5 million** acquisition of Shari's Berries and **$10.7 million** in capital expenditures[134](index=134&type=chunk) - The company believes available cash balances are sufficient to fund operating needs through fiscal 2021[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's market risk exposure, primarily from interest rate changes on variable-rate debt, noting a minor impact from hypothetical rate increases - The company's primary market risk is from interest rate changes on its variable-rate debt under the 2019 Credit Agreement[146](index=146&type=chunk) - A hypothetical **50 basis point** increase in interest rates would result in an approximate **$0.1 million** and **$0.2 million** increase in interest expense for the three and six months ended December 29, 2019, respectively[146](index=146&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period[149](index=149&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[150](index=150&type=chunk) Part II [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal claims, which management believes will not materially adversely affect its financial position or operations - Management opines that pending legal actions will not have a material adverse effect on the Company's financial condition or results[151](index=151&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) This section confirms no material changes to the company's risk factors since the most recent Annual Report on Form 10-K - There were no material changes to the Company's risk factors from the most recent Form 10-K[152](index=152&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details stock repurchase activity for the first six months of fiscal 2020, including the Board's authorization and remaining repurchase capacity Common Stock Repurchases (July 1, 2019 - Dec 29, 2019) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | 09/30/19 - 10/27/19 | - | - | | 10/28/19 - 11/24/19 | 158,750 | $13.24 | | 11/25/19 - 12/29/19 | 210,000 | $13.76 | | **Total for Q2** | **368,750** | **$13.55 (approx.)** | - As of December 29, 2019, **$25.0 million** remained authorized for repurchase under the company's stock repurchase plan[153](index=153&type=chunk) [Defaults upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) Not applicable [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable [Other Information](index=38&type=section&id=Item%205.%20Other%20Information) None [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and XBRL data files - The report includes required certifications from the principal executive officer and principal financial officer, as well as XBRL filings[160](index=160&type=chunk)