Company Performance - 1-800-Flowers.com reported a quarterly loss of $0.71 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.34, and compared to a loss of $0.28 per share a year ago, indicating a significant earnings surprise of -108.82% [1] - The company posted revenues of $331.45 million for the quarter ended March 2025, missing the Zacks Consensus Estimate by 9%, and down from $379.41 million in the same quarter last year [2] - Over the last four quarters, 1-800-Flowers.com has only surpassed consensus EPS estimates once, indicating ongoing challenges in meeting market expectations [2] Stock Performance - Shares of 1-800-Flowers.com have declined approximately 30.6% since the beginning of the year, significantly underperforming the S&P 500, which has declined by only 4.3% [3] - The current Zacks Rank for the stock is 5 (Strong Sell), suggesting that the shares are expected to continue underperforming the market in the near future [6] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is -$0.33 on revenues of $353.63 million, and for the current fiscal year, it is -$0.12 on revenues of $1.74 billion [7] - The trend for earnings estimate revisions for 1-800-Flowers.com is currently unfavorable, which could impact future stock performance [6] Industry Context - The Retail - Mail Order industry, to which 1-800-Flowers.com belongs, is currently ranked in the bottom 6% of over 250 Zacks industries, indicating a challenging environment for companies in this sector [8]

Financial Data and Key Metrics Changes - The company's third quarter revenue declined by 12.6%, with a 11.4% decline in the Consumer Floral and Gifts segment and an 18.2% decline in the Gourmet Foods Baskets segment, while the BloomNet segment saw a 4.5% increase [16][18] - Adjusted gross profit margin decreased by 350 basis points to 33.1%, impacted by a highly promotional sales environment and costs associated with a new system implementation [16][18] - The adjusted EBITDA loss for the third quarter was $34.9 million, compared to a loss of $5.7 million in the prior year [18] Business Line Data and Key Metrics Changes - Consumer Floral and Gifts segment experienced an 11.4% revenue decline, while the Gourmet Foods Baskets segment saw an 18.2% decline [16] - The BloomNet segment reported a 4.5% increase in revenue, indicating some resilience in that area [16] Market Data and Key Metrics Changes - Consumer sentiment and confidence have declined due to macroeconomic pressures, impacting overall sales performance [15][21] - The company noted a shift in consumer behavior, with lower-income consumers facing challenges in discretionary spending, while higher-income customers showed good retention [57] Company Strategy and Development Direction - The company introduced a transformative long-term strategy called "Celebrations Wave," aimed at enhancing customer engagement and building deeper relationships through a comprehensive celebrations ecosystem [5][10] - The strategy includes optimizing operations, reducing costs, and leveraging advanced technologies to improve customer experiences and drive revenue growth [23][25] - The company plans to reduce marketing costs as a percentage of revenue by adopting more efficient customer acquisition methods [15][23] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by macroeconomic factors, including inflation and tariff impacts, and the need for a tactical approach to navigate these uncertainties [21][22] - The company has withdrawn its guidance due to unpredictable external factors and is focused on executing its transformational strategy for long-term success [21][22] Other Important Information - The company is implementing cost reductions of approximately $40 million on an annualized basis, with $17 million already executed [23] - The leadership team has been strengthened with the addition of new executives, including a Chief AI and Transformation Officer [7][9] Q&A Session Summary Question: Impact of Valentine's Day and Easter on quarterly sales - Management noted that while Valentine's Day was favorable, the softness in January and March affected overall performance, with the Easter shift contributing to revenue adjustments [37][40] Question: System implementation issues and sales loss - Management admitted to significant issues with the order management system, estimating a loss of at least $20 million in top-line revenue due to these challenges [41][45] Question: Timeline and initial achievements of Celebrations Wave - The focus is on improving internal efficiency and enhancing customer engagement through AI and personalized experiences, with initial efforts aimed at leveraging existing inventory and media [48][51] Question: Revenue trajectory in April - Management indicated that April's revenue would be up due to the Easter shift, but everyday business remains soft [65] Question: Retail strategy and expansion plans - Management expressed a commitment to re-entering retail with a multi-channel approach, planning to expand holiday stores and test year-round locations based on learnings from recent openings [70][77]

Financial Data and Key Metrics Changes - The company's third quarter revenue declined by 12.6%, with a 11.4% decline in the Consumer Floral and Gifts segment, an 18.2% decline in the Gourmet Foods Baskets segment, and a 4.5% increase in the BloomNet segment [17][19] - Adjusted gross profit margin decreased by 350 basis points to 33.1%, impacted by a highly promotional sales environment and costs associated with a new system implementation [17][19] - The adjusted EBITDA loss for the third quarter was $34.9 million compared to a loss of $5.7 million in the prior year [19] - Net debt increased to $75 million from $9 million a year ago, while cash balance stood at $85 million [19] Business Line Data and Key Metrics Changes - Consumer Floral and Gifts segment saw an 11.4% revenue decline, while Gourmet Foods Baskets experienced an 18.2% decline, contrasting with a 4.5% increase in the BloomNet segment [17] - The company recorded a non-cash goodwill and trade name impairment charge related to the Consumer Floral and Gifts segment, affecting earnings but not cash flow [18] Market Data and Key Metrics Changes - The company noted a decline in consumer confidence and sentiment due to macroeconomic uncertainties, impacting sales [15][22] - The North American card market is valued at over $6 billion, which presents a significant opportunity for the company to fulfill gifts attached to cards [27] Company Strategy and Development Direction - The company introduced a transformative long-term strategy called "Celebrations Wave," aimed at creating a comprehensive celebrations ecosystem that enhances customer relationships [5][12] - The strategy focuses on leveraging advanced technologies and data analytics to improve customer engagement and reduce customer acquisition costs [23][28] - The company plans to reduce costs by approximately $40 million annually, with $17 million in reductions already executed [24] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges faced due to macroeconomic factors, including inflation and shifting consumer preferences, and emphasized the need for a transformational strategy [5][22] - The company has withdrawn its guidance due to the unpredictable external factors affecting the broader environment [22] - Management expressed confidence in the ability to enhance operational efficiencies and drive sustainable growth despite short-term variability [22] Other Important Information - The company has made significant leadership changes, including the appointment of a new CEO, Adolfo Villagomez, and a Chief AI and Transformation Officer, Henry Mori [9][10] - The company is focusing on improving its loyalty program and testing new retail concepts to enhance customer experience [6][12] Q&A Session Summary Question: Impact of Valentine's Day and Easter on sales - Management noted that while Valentine's Day was favorable, the softness in January and March in everyday business hurt overall performance, with the Easter shift impacting revenue [37][39] Question: Sales lost due to system implementation issues - Management admitted that the order management system implementation was mishandled, resulting in significant customer disappointment and an estimated $20 million in lost sales during the holiday period [41][44] Question: Timeline and initial achievements of Celebrations Wave - Management indicated that the focus is on improving internal efficiency and customer engagement through AI, with initial steps including enhancing relationship management capabilities and personalized experiences [47][51] Question: Revenue weakness related to customer segments - Management observed challenges with lower-income consumers due to reduced discretionary spending, while retention among higher-income customers remained strong [57][59] Question: Competitive landscape and market share - Management believes they have maintained or gained market share in the floral business despite increased competition and a highly promotional environment [60] Question: April revenue trajectory - Management indicated that April's revenue would be up due to the Easter shift, but everyday business remains soft [64]

[Second Amendment to Credit Agreement](index=1&type=section&id=Second%20Amendment) This section outlines the Second Amendment to the Credit Agreement, detailing its purpose, specific modifications, conditions for effectiveness, and reaffirmation of obligations [Introduction and Background](index=1&type=section&id=Introduction%20and%20Background) This section introduces the Second Amendment to the Credit Agreement, identifying the parties involved and its purpose to amend existing agreements - The document is the **Second Amendment**, dated **May 6, 2025**, among 1-800-Flowers.com, Inc., its subsidiary borrowers and guarantors, the lenders, and **JPMorgan Chase Bank, N.A.** as Administrative Agent[2](index=2&type=chunk) - The amendment modifies the **Third Amended and Restated Credit Agreement** dated June 27, 2023, and the **Security Agreement** dated September 30, 2014[4](index=4&type=chunk) [Article 1: Amendments to the Credit Agreement and the Security Agreement](index=1&type=section&id=ARTICLE%201.%20AMENDMENTS%20TO%20THE%20CREDIT%20AGREEMENT%20AND%20THE%20SECURITY%20AGREEMENT) This article specifies direct modifications to the Credit Agreement and Security Agreement, detailing amendments through text changes, schedule replacement, and new annex addition - The Credit Agreement is amended as set forth in **Annex I**[7](index=7&type=chunk) - **Schedule 1.01(a)** to the Credit Agreement is replaced in its entirety with the schedule attached as **Annex II**[8](index=8&type=chunk) - The Security Agreement is amended as set forth in **Annex III**, and a new **Annex 5** is added[9](index=9&type=chunk)[10](index=10&type=chunk) [Article 2: Representations and Warranties](index=2&type=section&id=ARTICLE%202.%20REPRESENTATIONS%20AND%20WARRANTIES) The Borrowers provide key representations and warranties, confirming the amendment's authorization, accuracy of representations, and absence of any continuing Default - The Borrowers affirm that the amendment is **duly authorized** and constitutes a **legal, valid, and binding obligation**[12](index=12&type=chunk) - All representations and warranties in the amended credit agreement are confirmed to be **true and correct in all material respects** as of the **Second Amendment Effective Date**[13](index=13&type=chunk) - The Borrowers warrant that **no Default** has occurred and is continuing immediately after the amendment takes effect[14](index=14&type=chunk) [Article 3: Conditions Precedent](index=3&type=section&id=ARTICLE%203.%20CONDITIONS%20PRECEDENT) This article outlines conditions for the amendment's effectiveness, including executed counterparts, officer's certificate, fee payment, and KYC/AML compliance - The amendment becomes **effective** upon the Administrative Agent receiving **executed counterparts** from each Loan Party and the **Required Lenders**[16](index=16&type=chunk) - An **officer's certificate** must be provided, certifying the **accuracy of the representations and warranties** in Article 2[17](index=17&type=chunk) - **All required fees and expenses** must be paid, and all documentation for **USA PATRIOT Act** and other **anti-money laundering rules** must be received[18](index=18&type=chunk)[19](index=19&type=chunk) [Article 4: General Provisions](index=3&type=section&id=ARTICLE%204.%20GENERAL) This article contains general legal provisions, clarifying original agreements remain in force, reaffirming obligations and liens, and specifying New York law - Except as expressly provided, the Credit Agreement, Security Agreement, and other Loan Documents remain **unmodified and in full force**[21](index=21&type=chunk) - Each Loan Party **reaffirms** that its obligations, liabilities, and the liens and security interests under the Loan Documents remain in **full force and effect** on a continuous basis[23](index=23&type=chunk) - The amendment shall be construed in accordance with and **governed by the law of the State of New York**[25](index=25&type=chunk) [Signature Pages](index=5&type=section&id=Signature%20Pages) This section contains signatures from 1-800-FLOWERS.COM, INC., its subsidiaries, the administrative agent, and key lenders, making the Second Amendment legally binding - The amendment is executed by **James Langrock**, Senior Vice President, Treasurer and Chief Financial Officer of **1-800-FLOWERS.COM, INC.**, and in various capacities for its subsidiaries[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - **JPMorgan Chase Bank, N.A.** signs as Administrative Agent, a Lender, and an Issuing Lender[33](index=33&type=chunk) - Other key lenders signing the amendment include **Wells Fargo Bank**, **Bank of America**, **TD Bank**, and **M&T Bank**[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Third Amended and Restated Credit Agreement](index=13&type=section&id=Third%20Amended%20and%20Restated%20Credit%20Agreement) This section details the Third Amended and Restated Credit Agreement, covering definitions, credit facility mechanics, guarantee structure, representations, conditions, covenants, events of default, and administrative agent roles [Article I: Definitions](index=17&type=section&id=ARTICLE%20I%20DEFINITIONS) This article defines capitalized terms, introducing new suspension and restriction periods that modify financial covenants and pricing, and reduces the Revolving Credit Commitment Applicable Rate Spreads and Fees | Period | ABR Spread | Term Benchmark Spread/Acceptance Fee | Commitment Fee Rate | | :--- | :--- | :--- | :--- | | **Suspension/Covenant Restriction Period** | 2.50% | 3.50% | 0.50% | | **Other Periods (Leverage > 3.50:1.00)** | 1.50% | 2.50% | 0.35% | - The "Revolving Credit Commitment" is reduced from **$225 million** to **$205 million**, effective on the **Second Amendment Effective Date**[257](index=257&type=chunk) - Introduces the "**First Suspension Period**" from the Second Amendment Effective Date to **December 26, 2026**, and the "**Second Suspension Period**" from December 27, 2026, to **March 28, 2027**, during which certain covenants are modified[158](index=158&type=chunk)[273](index=273&type=chunk) - Defines a "**Covenant Restriction Period**" commencing **March 29, 2027**, which continues certain modified covenant terms after the suspension periods end[118](index=118&type=chunk) [Article II: The Credits](index=55&type=section&id=ARTICLE%20II%20THE%20CREDITS) This article details credit facility mechanics, covering borrowing, repayment, and prepayments, with the Second Amendment altering term loan schedules, seasonal reductions, and introducing mandatory prepayments based on excess cash Term Loan Repayment Schedule | Installment Dates | Original Principal Amount | Amended Principal Amount | | :--- | :--- | :--- | | September 26, 2025 | $5 million | $3 million | | December 26, 2025 | $5 million | $6 million | | March 24, 2028 | $5 million | $6 million | | Term Loan Maturity Date | $125 million | $97 million | - The seasonal reduction period for Revolving Credit Commitments is amended to run from **January 1 through July 1** of each fiscal year, instead of through August 1[333](index=333&type=chunk) - A new **mandatory prepayment** clause requires the Company to prepay Revolving Credit Loans by the amount that its unrestricted cash and cash equivalents exceed **$25 million**, tested monthly during any Suspension or Covenant Restriction Period[391](index=391&type=chunk) - The company is **prohibited from requesting an increase** to the Revolving Credit Commitment or requesting Incremental Term Loans during any **Suspension Period** or **Covenant Restriction Period**[371](index=371&type=chunk)[376](index=376&type=chunk) [Article III: Guarantee](index=90&type=section&id=ARTICLE%20III%20GUARANTEE) This article establishes the credit facility's guarantee structure, with the parent company guaranteeing subsidiary obligations and subsidiaries jointly guaranteeing parent and other borrower obligations, all being absolute and unconditional - The Company **guarantees the obligations** of all Subsidiary Borrowers and Subsidiary Guarantors[470](index=470&type=chunk) - Each Subsidiary Guarantor **jointly and severally guarantees** the obligations of the Company and other Borrowers[471](index=471&type=chunk) - The guarantee obligations are **unconditional** and are not affected by waivers, amendments, or the release of any other security[472](index=472&type=chunk) [Article IV: Representations and Warranties](index=93&type=section&id=ARTICLE%20IV%20REPRESENTATIONS%20AND%20WARRANTIES) This article contains Loan Parties' representations and warranties to lenders, covering legal and financial status, due organization, authority, financial condition, compliance with laws, and solvency, which must be true at signing and for each credit event - The Loan Parties represent they are **duly organized**, have the power to conduct business, and the credit agreement is a **valid and binding obligation**[488](index=488&type=chunk)[489](index=489&type=chunk) - The Company confirms its **financial statements are accurate** and there has been **no Material Adverse Effect** since July 3, 2022[491](index=491&type=chunk)[492](index=492&type=chunk) - The Company represents it has implemented policies to ensure **compliance with Anti-Corruption Laws and Sanctions**, and that **no Loan Party or its key personnel is a Sanctioned Person**[509](index=509&type=chunk) [Article V: Conditions](index=97&type=section&id=ARTICLE%20V%20CONDITIONS) This article outlines conditions precedent for the credit agreement's effectiveness and subsequent credit events, requiring executed documents, legal opinions, and officer's certificates, with representations and warranties remaining true, and adding a borrowing limit if cash exceeds $25 million during Suspension Periods - The effectiveness of the agreement is conditioned on the Administrative Agent receiving **executed counterparts**, **legal opinions**, **corporate documents**, and **officer's certificates**[514](index=514&type=chunk)[515](index=515&type=chunk)[516](index=516&type=chunk)[517](index=517&type=chunk) - Each credit event (e.g., a new loan) requires that representations and warranties be **true and correct** and that **no Default** has occurred[526](index=526&type=chunk) - A new condition is added for borrowings during a Suspension or Covenant Restriction Period: unrestricted cash and equivalents must not exceed **$25 million** after giving effect to the transaction[527](index=527&type=chunk) [Article VI: Affirmative Covenants](index=100&type=section&id=ARTICLE%20VI%20AFFIRMATIVE%20COVENANTS) This article specifies affirmative covenants, including requirements for financial statements, material event notifications, property maintenance, tax payments, and insurance, with the Second Amendment introducing additional reporting and cash management restrictions during suspension periods - During the First Suspension Period, the Company must deliver **monthly certificates** demonstrating compliance with the new **Liquidity covenant** and provide a **13-week cash flow forecast**[531](index=531&type=chunk) - During any Suspension or Covenant Restriction Period, the Company must maintain its **principal U.S. depositary banking with the Lenders**[558](index=558&type=chunk) - During Suspension or Covenant Restriction Periods, cash held by non-Loan Party subsidiaries is **capped at $1 million**, and cash held in accounts outside the U.S. is also **capped at $1 million**[558](index=558&type=chunk) - During Suspension or Covenant Restriction Periods, the Company must establish and maintain **Control Agreements** over its main deposit and securities accounts within **60 days** of the Second Amendment Effective Date[555](index=555&type=chunk) [Article VII: Negative Covenants](index=109&type=section&id=ARTICLE%20VII%20NEGATIVE%20COVENANTS) This article outlines prohibited actions, including limitations on debt, liens, mergers, asset sales, investments, and restricted payments, with the Second Amendment introducing more restrictive sub-limits and prohibitions during suspension periods, and suspending certain financial covenants with a new Liquidity covenant - The Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio covenants are **suspended** during the **First Suspension Period**[578](index=578&type=chunk)[580](index=580&type=chunk) - A **new Liquidity covenant** is introduced, applicable only during the First Suspension Period, requiring the Company to maintain **minimum liquidity levels** as of the last day of each fiscal month[581](index=581&type=chunk) - During Suspension and Covenant Restriction Periods, the ability to incur debt, dispose of assets, make investments, and make restricted payments is **significantly more limited** through lower dollar-value baskets and the prohibition of certain activities previously permitted based on leverage tests[561](index=561&type=chunk)[567](index=567&type=chunk)[571](index=571&type=chunk)[572](index=572&type=chunk)[573](index=573&type=chunk) [Article VIII: Events of Default](index=118&type=section&id=ARTICLE%20VIII%20EVENTS%20OF%20DEFAULT) This article defines "Events of Default," including non-payment, covenant breaches, cross-defaults on material debt, bankruptcy, and judgments exceeding $15 million, upon which the Administrative Agent can terminate commitments and accelerate loan repayment - Events of Default include **non-payment** of principal, interest, or fees; **violation of covenants**; **incorrect representations**; and **cross-defaults** on other Material Indebtedness (exceeding **$15 million**)[587](index=587&type=chunk) - **Bankruptcy or insolvency proceedings**, whether voluntary or involuntary (if undismissed for 60 days), constitute an immediate Event of Default[588](index=588&type=chunk) - A **Change in Control** of the company is also defined as an Event of Default[588](index=588&type=chunk) - Upon an Event of Default, lenders may **terminate commitments** and **declare all loans immediately due and payable**[589](index=589&type=chunk) [Article IX: The Administrative Agent](index=120&type=section&id=ARTICLE%20IX%20THE%20ADMINISTRATIVE%20AGENT) This article appoints JPMorgan Chase Bank, N.A. as Administrative Agent, outlining its role, rights, and responsibilities, clarifying its reliance on information, protection from liability, and provisions for erroneous payments - Each Lender and Issuing Lender irrevocably appoints **JPMorgan Chase Bank, N.A.** as its **Administrative Agent**[591](index=591&type=chunk) - The Administrative Agent's duties are expressly set forth in the loan documents, and it is **not subject to any fiduciary duties** It is **not liable** for actions taken with the consent of the Required Lenders or in the absence of its own **gross negligence or willful misconduct**[593](index=593&type=chunk) - The article includes a mechanism for the Administrative Agent to **recover any payments erroneously transmitted** to a Lender[603](index=603&type=chunk) [Article X: Miscellaneous](index=124&type=section&id=ARTICLE%20X%20MISCELLANEOUS) This article contains standard miscellaneous legal clauses, including procedures for notices, waivers and amendments, cost reimbursement, lender indemnification, loan assignment rules, New York governing law, consent to jurisdiction, and a mutual waiver of jury trial - Amendments to the agreement generally require the **written consent of the Company and the Required Lenders**, with certain critical changes (e.g., increasing commitments, reducing principal/interest) requiring consent of each affected Lender[612](index=612&type=chunk) - The Company is required to **pay all reasonable out-of-pocket expenses** of the Administrative Agent and **indemnify the Agent and Lenders** against losses and claims arising from the credit facility[616](index=616&type=chunk)[617](index=617&type=chunk) - The agreement is **governed by the law of the State of New York**, and all parties submit to the **exclusive jurisdiction of courts in the Southern District of New York**[640](index=640&type=chunk)[641](index=641&type=chunk) - All parties to the agreement **waive their right to a trial by jury** in any legal proceeding related to the agreement[645](index=645&type=chunk)

Part I. Financial Information [Item 1. Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) Unaudited condensed consolidated financial statements for Q2 FY2025, including balance sheets, operations, equity, and cash flows [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$1.14 billion** due to cash, with liabilities at **$642.7 million** and equity at **$495.1 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 29, 2024 (Unaudited) | June 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $247,220 | $159,437 | | Total current assets | $492,894 | $385,732 | | Total assets | $1,137,770 | $1,032,648 | | **Liabilities & Equity** | | | | Total current liabilities | $325,636 | $227,819 | | Total liabilities | $642,663 | $566,306 | | Total stockholders' equity | $495,107 | $466,342 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 net revenues decreased to **$775.5 million**, but net income slightly rose to **$64.3 million** or **$1.00** diluted EPS Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended Dec 29, 2024 | Three Months Ended Dec 31, 2023 | Six Months Ended Dec 29, 2024 | Six Months Ended Dec 31, 2023 | | :--- | :--- | :--- | :--- | :--- | | Net revenues | $775,492 | $822,054 | $1,017,582 | $1,091,104 | | Gross profit | $335,593 | $355,697 | $427,912 | $457,625 | | Operating income | $91,077 | $91,250 | $44,096 | $53,673 | | Net income | $64,348 | $62,907 | $30,158 | $31,665 | | Diluted EPS | $1.00 | $0.97 | $0.47 | $0.49 | - In the prior-year quarter (ended Dec 31, 2023), the company recorded a significant intangible impairment charge of **$19.8 million**, which was absent in the current quarter, contributing to the stable operating income despite lower revenues[9](index=9&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow was **$151.3 million**, with net cash increasing by **$87.8 million** after investing and financing activities Cash Flow Summary - Six Months Ended (in thousands) | Activity | Dec 29, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $151,307 | $212,760 | | Net cash used in investing activities | ($26,023) | ($17,807) | | Net cash used in financing activities | ($37,501) | ($9,743) | | **Net change in cash** | **$87,783** | **$185,210** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail seasonal business, **$3.3 million** Scharffen Berger acquisition, and prior-year **$19.8 million** impairment - The company's business is highly seasonal, with the second fiscal quarter (Thanksgiving through Christmas) expected to generate over **40%** of annual revenues and all of its earnings[19](index=19&type=chunk) - On July 1, 2024, the company acquired certain assets of Scharffen Berger®, a chocolate manufacturer, for a total consideration of **$3.3 million**, funded with cash on hand[32](index=32&type=chunk)[33](index=33&type=chunk) - In the prior-year quarter ended December 31, 2023, the company recorded a non-cash impairment charge of **$19.8 million** to reduce the carrying value of the PersonalizationMall tradename[25](index=25&type=chunk)[43](index=43&type=chunk) Net Revenues by Segment - Six Months Ended (in thousands) | Segment | Dec 29, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Consumer Floral & Gifts | $369,529 | $397,029 | | BloomNet | $45,912 | $56,106 | | Gourmet Foods & Gift Baskets | $602,457 | $638,072 | | **Total Net Revenues** | **$1,017,582** | **$1,091,104** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 revenue decline from macro pressures, updated guidance, and liquidity with **$247.2 million** cash [Business Overview and Macro-economic Conditions](index=20&type=section&id=Business%20Overview%20and%20Macro-economic%20Conditions) H1 FY2025 performance impacted by macro conditions, leading to **5.7%** Q2 and **6.7%** H1 revenue decline - Total consolidated revenues decreased **5.7%** to **$775.5 million** for the three months and **6.7%** to **$1,017.6 million** for the six months ended December 29, 2024[74](index=74&type=chunk) - Sales trends were challenged by a reduction in everyday or 'just-because' gift giving due to consumers moderating discretionary spending[74](index=74&type=chunk) [Company Guidance](index=21&type=section&id=Company%20Guidance) Updated fiscal 2025 guidance anticipates mid-single-digit revenue decline, with lower Adjusted EBITDA and Free Cash Flow Updated Fiscal 2025 Guidance | Metric | Guidance | | :--- | :--- | | Total Revenues | Decline in the mid-single digits (%) | | Adjusted EBITDA | $65 million to $75 million | | Free Cash Flow | $25 million to $35 million | [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q2 revenue declined **5.7%** due to lower e-commerce volume and a **$20 million** system impact, with gross profit flat - Net revenues decreased **5.7%** in Q2 and **6.7%** in H1, primarily due to lower e-commerce order volume across all three segments[106](index=106&type=chunk) - The implementation of a new order management system for the Harry & David brand negatively impacted sales by approximately **$20 million** in the current period[106](index=106&type=chunk)[121](index=121&type=chunk) - E-commerce revenues decreased **8.3%** in Q2, with a **7.2%** decrease in the number of orders and a **1.2%** decrease in average order value to **$92.02**[111](index=111&type=chunk)[112](index=112&type=chunk) - Gross profit percentage was flat at **43.3%** for the three months ended December 29, 2024, compared to the prior year[123](index=123&type=chunk)[125](index=125&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is strong with **$167.3 million** working capital and **$247.2 million** cash, sufficient for the next twelve months - At December 29, 2024, the company had working capital of **$167.3 million**, including **$247.2 million** in cash and cash equivalents[140](index=140&type=chunk) - Free cash flow for the six months ended December 29, 2024, was **$128.3 million**, a decrease from **$195.0 million** in the prior-year period[147](index=147&type=chunk) - During the quarter, the company made a payment of **$27.5 million** on its Term Loan, which included a **$25.0 million** prepayment[142](index=142&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risk is interest rate exposure on variable-rate debt; a **50 basis point** increase would raise interest expense by **$0.3 million** - The company's main market risk exposure is from changes in interest rates on its variable-rate long-term debt[157](index=157&type=chunk)[158](index=158&type=chunk) - A **50 basis point** increase in current interest rates would increase interest expense by approximately **$0.3 million** for the three-month period[158](index=158&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were **effective** as of December 29, 2024, with no material changes in internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of December 29, 2024[159](index=159&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter[160](index=160&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) Management believes pending legal actions will not have a **material adverse effect** on the company's financial position or results - Management does not expect the final resolution of various pending legal actions to have a **material adverse effect** on the Company's financial position or results[162](index=162&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No **material changes** to the company's risk factors were reported since the Annual Report on Form 10-K for FY2024 - No **material changes** to the Company's risk factors were reported since the last Annual Report on Form 10-K[163](index=163&type=chunk) [Item 2. 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) The company repurchased **790,514** shares at **$8.11** average, with **$13.9 million** remaining for future repurchases Common Stock Repurchases (Q2 FY2025) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | 09/30/24 – 10/27/24 | 200,000 | $8.02 | | 10/28/24 – 11/24/24 | 283,913 | $8.41 | | 11/25/24 – 12/29/24 | 306,601 | $7.89 | | **Total** | **790,514** | **$8.11** | - As of December 29, 2024, **$13.9 million** remained authorized for repurchase under the company's stock repurchase plan[165](index=165&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading plans during Q2 FY2025 - No directors or executive officers adopted or terminated a Rule 10b5-1 trading plan during the three months ended December 29, 2024[169](index=169&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) Exhibits include CEO and CFO certifications pursuant to Sarbanes-Oxley Act and Inline XBRL data files - The report includes required certifications from the principal executive officer and principal financial officer, as well as Inline XBRL Instance Documents[173](index=173&type=chunk)

Company Performance - 1-800-Flowers.com reported quarterly earnings of $1.08 per share, missing the Zacks Consensus Estimate of $1.19 per share, and down from $1.27 per share a year ago, representing an earnings surprise of -9.24% [1] - The company posted revenues of $775.49 million for the quarter ended December 2024, missing the Zacks Consensus Estimate by 3.02%, and down from $822.05 million year-over-year [2] - Over the last four quarters, the company has surpassed consensus EPS estimates only once and has not beaten consensus revenue estimates [2] Stock Performance and Outlook - 1-800-Flowers.com shares have increased approximately 8.1% since the beginning of the year, outperforming the S&P 500's gain of 2.7% [3] - The company's earnings outlook is mixed, with the current consensus EPS estimate for the coming quarter at -$0.26 on revenues of $381.59 million, and $0.17 on revenues of $1.79 billion for the current fiscal year [7] Industry Context - The Retail - Mail Order industry, to which 1-800-Flowers.com belongs, is currently ranked in the top 36% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, suggesting that industry performance can significantly impact stock performance [5][8]

[First Amendment to Credit Agreement](index=1&type=section&id=First%20Amendment) This section outlines the First Amendment to the Credit Agreement, detailing its parties, modifications, conditions, and general clauses [Introduction and Parties](index=1&type=section&id=Introduction) This section introduces the First Amendment to the Credit Agreement, identifying key parties including the Company, subsidiary borrowers, lenders, and the Administrative Agent - The amendment is dated January 28, 2025, and modifies the Third Amended and Restated Credit Agreement from June 27, 2023[2](index=2&type=chunk)[4](index=4&type=chunk) - The parties to the amendment include 1-800-Flowers.com, Inc., its subsidiary borrowers and guarantors, the lenders, and JPMorgan Chase Bank, N.A. as Administrative Agent[2](index=2&type=chunk) [Article 1: Amendments to the Credit Agreement](index=1&type=section&id=ARTICLE%201.%20AMENDMENTS%20TO%20THE%20CREDIT%20AGREEMENT) This article formally enacts the Credit Agreement amendments detailed in Annex I, including a condition for "Consolidated EBITDA" definition changes - The Credit Agreement is amended as set forth in Annex I, which contains the full text of the Amended Credit Agreement[7](index=7&type=chunk) - A special condition applies to the amendment of the "Consolidated EBITDA" definition: it will not affect the Applicable Rate calculation unless every Lender signs the amendment[7](index=7&type=chunk) [Article 2: Representations and Warranties](index=2&type=section&id=ARTICLE%202.%20REPRESENTATIONS%20AND%20WARRANTIES) The Borrowers represent and warrant their authority, the amendment's binding nature, the reaffirmation of original representations, and the absence of default - The Borrowers confirm their legal authority to execute the amendment and that it is a binding obligation[9](index=9&type=chunk) - All representations and warranties from the Amended Credit Agreement are reaffirmed as true and correct as of the First Amendment Effective Date[10](index=10&type=chunk) - The Borrowers warrant that no Default or Event of Default exists immediately after the amendment takes effect[11](index=11&type=chunk) [Article 3: Conditions Precedent](index=2&type=section&id=ARTICLE%203.%20CONDITIONS%20PRECEDENT) This article outlines the conditions for the amendment's effectiveness, including executed documents, officer's certificates, fee payment, and regulatory compliance - The amendment becomes effective upon receipt of executed counterparts from all Loan Parties and the Required Lenders[13](index=13&type=chunk) - An officer's certificate must be provided, confirming the accuracy of the representations and warranties[14](index=14&type=chunk) - All required fees and expenses must be paid, and necessary documentation for regulatory compliance (e.g., USA PATRIOT Act) must be submitted[15](index=15&type=chunk)[17](index=17&type=chunk) [Article 4: General Provisions](index=3&type=section&id=ARTICLE%204.%20GENERAL) This section contains general legal clauses, clarifying the amendment's scope, reaffirming existing obligations and liens, and establishing New York governing law - Except as expressly amended, the original Credit Agreement and other Loan Documents remain in full force and effect[19](index=19&type=chunk) - Loan Parties reaffirm that their obligations and the liens securing them remain in full force and are not substituted or novated by this amendment[21](index=21&type=chunk) - The amendment shall be governed by and construed in accordance with the laws of the State of New York[24](index=24&type=chunk) [Annex I: Third Amended and Restated Credit Agreement](index=14&type=section&id=ANNEX%20I%20THIRD%20AMENDED%20AND%20RESTATED%20CREDIT%20AGREEMENT) This annex presents the full amended Credit Agreement, detailing definitions, credit mechanics, guarantees, representations, conditions, and covenants [Article I: Definitions](index=18&type=section&id=ARTICLE%20I%20DEFINITIONS) This article provides comprehensive definitions for all capitalized terms used in the Credit Agreement, covering financial metrics, legal terms, and operational concepts Applicable Rate Schedule | Consolidated Leverage Ratio | ABR Spread | Term Benchmark Spread/Acceptance Fee | Commitment Fee Rate | | :--- | :--- | :--- | :--- | | > 3.50:1.00 (Category 1) | 1.50% | 2.50% | 0.35% | | > 2.50:1.00 to ≤ 3.50:1.00 (Category 2) | 1.25% | 2.25% | 0.30% | | > 1.50:1.00 to ≤ 2.50:1.00 (Category 3) | 1.00% | 2.00% | 0.25% | | ≤ 1.50:1.00 (Category 4) | 0.75% | 1.75% | 0.20% | - The definition of "Consolidated EBITDA" allows for several add-backs, including non-cash expenses, non-recurring legal fees (up to **$5 million**), and projected cost savings and synergies from acquisitions (up to **10% of Consolidated EBITDA**)[110](index=110&type=chunk) - The definition of "Immaterial Subsidiary" was amended to add CI Acquisition, LLC., TR Acquisition, LLC and Vital Choice Seafood LLC to the list of designated immaterial subsidiaries[172](index=172&type=chunk) [Article II: The Credits](index=58&type=section&id=ARTICLE%20II%20THE%20CREDITS) This article details the credit facilities, including Term Loans and Revolving Credit Commitments, outlining borrowing, repayment, interest, fees, and credit extensions - The agreement provides for a **$200,000,000** Term Loan and a **$225,000,000** Revolving Credit Commitment[294](index=294&type=chunk)[261](index=261&type=chunk) Term Loan Repayment Schedule (Partial) | Installment Dates | Principal Amount | | :--- | :--- | | Sep 29, 2023 - Jun 27, 2025 | $2,500,000 (Quarterly) | | Sep 26, 2025 - Mar 24, 2028 | $5,000,000 (Quarterly) | | Term Loan Maturity Date | $125,000,000 | - The Revolving Credit Commitments are seasonally reduced to **$125,000,000** (with the Working Capital Sublimit reduced to **$100,000,000**) for the period from January 1 through August 1 of each fiscal year[331](index=331&type=chunk) - The company has the option to request an increase in Revolving Credit Commitments or add Incremental Term Loans, with the aggregate amount of all such increases not to exceed **$75 million**[370](index=370&type=chunk)[375](index=375&type=chunk) - A mandatory "Clean-Down" provision requires that no Revolving Credit Loans under the Working Capital Sublimit be outstanding for at least **30 consecutive days** each fiscal year[388](index=388&type=chunk) [Article III: Guarantee](index=97&type=section&id=ARTICLE%20III%20GUARANTEE) This article establishes the credit facility guarantee structure, where the Company guarantees subsidiary obligations and Subsidiary Guarantors guarantee the Company's, all unconditionally - The Company guarantees the obligations of all Subsidiary Borrowers and Subsidiary Guarantors[475](index=475&type=chunk) - Each Subsidiary Guarantor provides a joint and several guarantee for the obligations of the Company and other Borrowers[477](index=477&type=chunk) - The guarantees are unconditional and are not affected by waivers, amendments, or acceleration of the underlying obligations[478](index=478&type=chunk) [Article IV: Representations and Warranties](index=101&type=section&id=ARTICLE%20IV%20REPRESENTATIONS%20AND%20WARRANTIES) In this article, the Company and its subsidiaries make binding statements of fact to the Lenders regarding their legal status, financial condition, compliance, and absence of adverse effects - The Company represents that since July 3, 2022, no event has occurred that could reasonably be expected to have a Material Adverse Effect[499](index=499&type=chunk) - The Company represents that it has implemented policies to ensure compliance with Anti-Corruption Laws and Sanctions, and that no loan proceeds will be used in violation of these laws[518](index=518&type=chunk) - The Company represents that after giving effect to the transactions, it and its subsidiaries on a consolidated basis will be Solvent[519](index=519&type=chunk) [Article V: Conditions](index=105&type=section&id=ARTICLE%20V%20CONDITIONS) This article specifies conditions for the credit agreement's effectiveness and subsequent credit events, including executed documents, legal opinions, and regulatory compliance - The effectiveness of the agreement is conditioned on the Administrative Agent receiving executed counterparts, legal opinions, officer's certificates, a solvency certificate, and other customary closing documents[522](index=522&type=chunk)[523](index=523&type=chunk)[526](index=526&type=chunk)[527](index=527&type=chunk) - Each credit event (e.g., borrowing a loan) is conditioned on the representations and warranties being true and correct at that time, and no Default or Event of Default having occurred and being continuing[537](index=537&type=chunk)[538](index=538&type=chunk) [Article VI: Affirmative Covenants](index=109&type=section&id=ARTICLE%20VI%20AFFIRMATIVE%20COVENANTS) This article sets forth the actions the Company and its subsidiaries must take, including timely financial statements, material event notices, maintaining legal existence, paying taxes, and legal compliance - The Company must deliver audited annual financial statements within **90 days** of fiscal year-end and unaudited quarterly statements within **45 days** of quarter-end[540](index=540&type=chunk) - The Company must promptly notify the Administrative Agent of any Default, material litigation, or any other development that could reasonably be expected to result in a Material Adverse Effect[544](index=544&type=chunk) - The Company is required to cause any new or acquired Domestic Subsidiary (unless it is an Excluded Subsidiary) to become a Subsidiary Guarantor under the agreement within **45 days**[557](index=557&type=chunk) - Loan proceeds are to be used for refinancing existing debt, fees and expenses, working capital, and general corporate purposes, including permitted acquisitions[556](index=556&type=chunk) [Article VII: Negative Covenants](index=118&type=section&id=ARTICLE%20VII%20NEGATIVE%20COVENANTS) This article imposes restrictions on the Company and its subsidiaries, including limitations on debt, liens, mergers, investments, and restricted payments, while establishing key financial covenants - The company is restricted from making Restricted Payments (dividends, buybacks) except under specific conditions, including a general basket of **$75 million** and a leverage-based basket where the Consolidated Leverage Ratio is below a certain threshold[581](index=581&type=chunk) - The company is generally prohibited from incurring additional Indebtedness, subject to enumerated exceptions, including a general-purpose basket of **$25 million**[569](index=569&type=chunk)[570](index=570&type=chunk) Financial Covenants | Covenant | Requirement | Period | | :--- | :--- | :--- | | **Consolidated Leverage Ratio** | ≤ 2.75:1.00 | As of June 30, 2023 | | | ≤ 3.25:1.00 | As of Sep 30, 2023 & each Sep 30 thereafter | | | ≤ 2.50:1.00 | As of Dec 31, Mar 31, Jun 30 (from Dec 2023) | | **Consolidated Fixed Charge Coverage Ratio** | ≥ 1.10:1.00 | Quarters ending Jun 2023 through Jun 2024 | | | ≥ 1.25:1.00 | Quarters ending Sep 2024 and thereafter | - The Required Leverage Ratio can be temporarily increased following a Material Acquisition (consideration > **$25 million**), providing flexibility for integration, but the ratio cannot exceed **4.00 to 1.00**[587](index=587&type=chunk)[201](index=201&type=chunk) [Article VIII: Events of Default](index=126&type=section&id=ARTICLE%20VIII%20EVENTS%20OF%20DEFAULT) This article defines events constituting a default, such as non-payment, covenant breaches, incorrect representations, cross-defaults, bankruptcy, or a Change in Control - Events of Default include non-payment of principal or interest, violation of covenants (especially financial covenants in Article VII), and incorrectness of representations[594](index=594&type=chunk)[595](index=595&type=chunk) - A cross-default is triggered if the Company or a subsidiary fails to pay or defaults on any other Material Indebtedness (exceeding **$15 million**)[595](index=595&type=chunk)[204](index=204&type=chunk) - Bankruptcy, insolvency proceedings, or a Change in Control also constitute Events of Default, which can lead to automatic acceleration of the debt[595](index=595&type=chunk)[597](index=597&type=chunk) [Article IX: The Administrative Agent](index=129&type=section&id=ARTICLE%20IX%20THE%20ADMINISTRATIVE%20AGENT) This article outlines the Administrative Agent's role, powers, and responsibilities, establishing its non-fiduciary duties, liability protection, and procedures for resignation and erroneous payments - Each Lender and Issuing Lender irrevocably appoints JPMorgan Chase Bank, N.A. as the Administrative Agent to act on their behalf[599](index=599&type=chunk) - The Administrative Agent is not subject to fiduciary duties and is not liable for actions taken unless they result from its own gross negligence or willful misconduct[602](index=602&type=chunk) - The article includes a detailed "Erroneous Payments" clause, allowing the Administrative Agent to demand the return of funds transmitted to a Lender by mistake[613](index=613&type=chunk) [Article X: Miscellaneous](index=133&type=section&id=ARTICLE%20X%20MISCELLANEOUS) This final article contains standard legal and administrative provisions, covering notices, amendments, waivers, expense reimbursement, assignments, governing law, jurisdiction, jury trial waiver, and non-novation - The agreement is governed by the laws of the State of New York, and parties submit to the exclusive jurisdiction of courts in the Southern District of New York[654](index=654&type=chunk) - Amendments generally require the written consent of the Company and the Required Lenders, with certain critical changes (like increasing commitments or reducing principal/interest) requiring consent from each affected Lender[624](index=624&type=chunk) - All parties waive their right to a trial by jury in any legal proceeding related to the agreement[657](index=657&type=chunk) - The agreement explicitly states it is an amendment and restatement, not a novation, meaning it continues the original obligations rather than creating entirely new ones[669](index=669&type=chunk)

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 29, 2024 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 ...

1-800-Flowers.com (FLWS) came out with a quarterly loss of $0.51 per share versus the Zacks Consensus Estimate of a loss of $0.53. This compares to loss of $0.48 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 3.77%. A quarter ago, it was expected that this flower and gift retailer would post a loss of $0.27 per share when it actually produced a loss of $0.34, delivering a surprise of -25.93%.Over the last four quarters, the c ...

Exhibit 99.1 Investor Contact: Andy Milevoj amilevoj@1800flowers.com Media Contact: Cherie Gallarello cgallarello@1800flowers.com 1-800-FLOWERS.COM, Inc. Reports Fiscal 2025 First Quarter Results Generates Revenues of $242.1 million and a Net Loss of $34.2 million Gross Profit Margin Increases 20 basis points to 38.1% Reports Adjusted EBITDA(1) Loss of $27.9 million (1) Refer to "Definitions of Non-GAAP Financial Measures" and the tables attached at the end of this press release for reconciliation of nonGAA ...