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 ...

The e-commerce company missed the mark across the board in its quarterly report. Shares of 1-800-Flowers.com (FLWS -12.11%) headed lower today after the company posted a disappointing earnings report this morning. The stock closed down 12.1% on the news. 1-800-Flowers comes up short The online flower seller missed the mark on the top and bottom lines in the report. Revenue fell 9.5% to $360.9 million, which was worse than the consensus estimate of $374.4 million. The company focused its attention on margin ...

1-800-Flowers.com (FLWS) came out with a quarterly loss of $0.34 per share versus the Zacks Consensus Estimate of a loss of $0.27. This compares to loss of $0.28 per share a year ago. These figures are adjusted for non-recurring items. This quarterly report represents an earnings surprise of -25.93%. 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 $0.28, delivering a surprise of -3.70%. Over the last four quarters, th ...

ST. PETERSBURG, FL, Aug. 13, 2024 (GLOBE NEWSWIRE) -- Water Tower Research (www.watertowerresearch.com) has published an Initiation of Coverage Report on 1-800-Flowers.com, Inc. (NASDAQ: FLWS) titled, "Building a Preeminent Gifting E-commerce Platform." The report can be accessed here. 1-800-Flowers.com is a preeminent e-commerce gifting platform with offerings currently focused on floral arrangements, seasonal gifts, gourmet food items, gift baskets, and personalized gifts. E-commerce accounted for about 8 ...

Core Viewpoint - 1-800-Flowers.com (FLWS) has been downgraded to "underperform" by D.A. Davidson, with a reduced price target of $8 from $9, due to declining sales trends and weak everyday gifting performance [2][3][7]. Sales Performance - The company is projected to experience a 6% year-over-year decline in sales for the current quarter, but D.A. Davidson's analyst anticipates an even larger drop [7]. - 1-800-Flowers has faced year-over-year sales declines every quarter for the past two years, primarily attributed to sluggish everyday gifting, which constitutes the majority of its sales [5][9]. Market Trends - Sales typically increase during major gift-giving holidays, such as Mother's Day; however, the everyday gifting segment has significantly underperformed [4][8]. - Consumer sentiment remains at recession levels, contributing to the anemic performance in everyday gifting and potential cost inflation challenges for the company [9]. Stock Performance - Shares of 1-800-Flowers fell by 7% to $10.23, marking a negative trajectory for the year 2024 [6].

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 31, 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 Two Jericho P ...