What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-09-05 compared with 2024-09-06 · 471 added, 609 removed, 678 unchanged (61% of the section changed)

29 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 29, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of June 30, 2024 and July 2, 2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2024, and the related notes and schedule and our report dated September 6, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 29, 2025 and June 30, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 29, 2025, and the related notes and schedule listed in the accompanying index and our report dated September 5, 2025, expressed an unqualified opinion thereon.

Basis for Opinion

8 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

De finition and Limitations of Internal Control over Financial Reporting

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

9 unchanged sentences

Rule 10b5-1 Plans

During the three months ended June 30, 2024, none of the directors or executive officers adopted or terminated a "Rule 10b5 - 1 trading arrangement" or a "non-rule 10b5 - 1 trading arrangement", as defined in the item 408 of Regulation S-K.

During the three months ended June 29, 2025, none of the directors or executive officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-rule 10b5-1 trading arrangement", as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

19 unchanged sentences

PCAOB ID# 243 )

Consolidated Balance Sheets as of June 30, 2024 and July 2, 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2024, July 2, 2023 and July 3, 2022

Consolidated Statements of Stockholders ’ Equity for the years ended June 30, 2024, July 2, 2023 and July 3, 2022

Consolidated Statements of Cash Flows for the years ended June 30, 2024, July 2, 2023 and July 3, 2022

Consolidated Balance Sheets as of June 29, 2025 and June 30, 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the y ears ended June 29, 2025, June 30, 2024 and July 2, 2023

Consolidated Statements of Stockholders’ Equity for the years ended June 29 , 202 5 , Ju ne 30 , 202 4 and July 2 , 202 3

Consolidated Statements of Cash Flows for the years ended June 29, 2025, June 30, 2024 and July 2, 2023

Notes to Consolidated Financial Statements

7 unchanged sentences

10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.14, 10.15, 10.16, 10.17, and 10.20 are management contracts or compensatory plans or arrangements.

Exhibit Description

*2.1 Equity Purchase Agreement dated as of February 14, 2020, by an among 1-800-Flowers.com, Inc., 800-Flowers, Inc.

24 unchanged sentences

*10.4 Nonqualified Supplemental Deferred Compensation Plan dated December 21, 2010 (Quarterly Report on Form 10-Q filed on November 14, 2016, Exhibit 10.24)

2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 15, 2020) (Proxy Statement on Form 14(a) filed on December 9, 2020, Annex A).

*10.5 2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 15, 2020 , and amended as of O ctober 3, 2023 ) (Proxy Statement on Form 14(a) filed on October 30 , 202 3 , Annex A).

*10.6 Form of Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan.

9 unchanged sentences

*10.13 Third Amended and Restated Credit Agreement, dated as of June 27, 2023, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Current Report on Form 8-K filed on June 28, 2023, Exhibit 10.1)

*10.14 James F.

McCann Consent Letter, dated June 29, 2023 (Annual Report on Form 10-K for the fiscal year ended July 2, 2023 filed on September 15, 2023, Exhibit 10.14)

6 unchanged sentences

McCann, dated December 31, 2023 (Current Report on Form 8-K filed on January 2, 2024, Exhibit 99.1)

Policy on the Prevention of Insider Trading for 1-800-FLOWERS.COM, Inc.

*10.18 First Amendment, dated as of January 28, 2025, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on January 30, 2025, Exhibit 10.1).

*10.19 Second Amendment, dated as of May 8 , 2025, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiar y gu arantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A, as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on May 6 , 2025, Exhibit 10.1).

*10.20 Offer Letter dated May 7, 2025, between Adolfo Villagomez and 1-800-FLOWERS.COM, Inc.

(Current Report on Form 8-K filed on May 8, 2025, Exhibit 10.2).

*19.1 Policy on the Prevention of Insider Trading for 1-800-FLOWERS.COM, Inc (Annual Report on Form 10-K filed on September 6, 2024, Exhibit 19.1).

21.1 Subsidiaries of the Registrant.

5 unchanged sentences

97.1 1-800-FLOWERS.COM, Inc.

Clawback Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Document

Inline XBRL Taxonomy Definition Presentation Document

Clawback Policy (Annual Report on Form 10-K filed on September 6, 2024, Exhibit 97.1).

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Document

101.PRE Inline XBRL Taxonomy Definition Presentation Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________________

FORM 10-K SUMMARY

3 unchanged sentences

1-800-FLOWERS.COM, Inc.

Executive Chairman, Chief Executive Officer

/s/ Adolfo Villagomez

Adolfo Villagomez

Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

September 5, 2025

Executive Chairman, Chief Executive Officer

/s/ Adolfo Villagomez

Adolfo Villagomez

Chief Executive Officer

(Principal Executive Officer)

September 5, 2025

/s/ William E.

Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ James Langrock

James Langrock

Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)

September 5, 2025

/s/ Priscilla Kasenchak

Priscilla Kasenchak

Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)

September 5, 2025

Executive Chairman

September 5, 2025

/s/ Christopher G.

13 unchanged sentences

September 5, 2025

/s/ Shelton Palmer

Shelton Palmer

September 5, 2025

/s/ Christina Shim

7 unchanged sentences

We have audited the accompanying consolidated balance sheets of 1-800-FLOWERS.COM, Inc.

(the “Company”) as of June 30, 2024 and July 2, 2023, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2024, and the related notes and schedule (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2024 and July 2, 2023 and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024 , in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of June 29, 2025 and June 30, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 29, 2025, and the related notes and schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 29, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the three fiscal years in the period ended June 29, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 29, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated September 5, 2025 expressed an unqualified opinion thereon.

2 unchanged sentences

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

5 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Indefinite-lived Intangible Asset – PersonalizationMall Tradename

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Indefinite-lived Intangible Asset – Personalization Mall Tradename

As described in Note 2 and Note 7 to the consolidated financial statements, the Company’s consolidated balance for trademarks with indefinite lives was $86.7 million as of June 29, 2025.

During its quarterly assessment in the second quarter of fiscal year 2024, as a result of a decline in the actual and projected revenue for the Company’s PersonalizationMall tradename (an indefinite-lived intangible asset), as well as a higher discount rate resulting from the higher interest rate environment, the Company determined that an impairment assessment was required for this tradename.

The Company’s impairment test for its PersonalizationMall tradename encompassed calculating the fair value of the asset and comparing that result to its carrying value.

During its quarterly assessment in the third quarter of fiscal year 2025, the Company determined that an impairment assessment was required for its Personalization Mall

The Company’s impairment test for its Personalization Mall tradename encompassed calculating the fair value of the asset and comparing that result to its carrying value.

To determine the fair value, the Company used an income approach, the relief-from-royalty method.

The quarterly assessment resulted in the Company recording a non-cash impairment charge of $19.8 million to reduce the recorded carrying value of the PersonalizationMall tradename.

The Company also performed a quantitative test during the fourth quarter of fiscal year 2024, which determined that the estimated fair value of the PersonalizationMall tradename exceeded its carrying value.

We identified the forecasted long-term terminal growth rate, discount rate, and royalty rate included in the relief-from-royalty method for the valuation of the PersonalizationMall tradename during the second and fourth quarter of fiscal year 2024 as a critical audit matter.

The principal considerations for our determination included the subjectivity and judgment required to determine the forecasted long term terminal growth rate, discount rate and royalty rate.

This quarterly assessment resulted in the Company recording a non-cash impairment charge of $24.8 million.

We identified the perpetual growth rate, discount rate, and royalty rate included in the relief-from-royalty method for the valuation of the Personalization Mall tradename during the third quarter of fiscal year 2025 as a critical audit matter.

The principal considerations for our determination included the subjectivity and judgment required to determine the perpetual growth rate, discount rate and royalty rate.

Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.

The primary procedure we performed to address this critical audit matter included:

Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the forecasted long-term terminal growth rate, discount rate and royalty rate.

We have served as the Company's auditor since 2014.

• Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the perpetual growth rate, discount rate, and royalty rate.

Valuation of Goodwill related to the Consumer Floral & Gifts Reporting Unit

As described in Note 2 and Note 7 to the consolidated financial statements, the Company’s consolidated balance for Goodwill was $37.6 million as of June 29, 2025.

For fiscal year 2025, the Company’s goodwill impairment assessment resulted in the recording of a non-cash impairment charge of $119.0 million to reduce the recorded carrying value of the Consumer Floral & Gifts reporting unit.

The Company’s impairment test for its Consumer Floral & Gifts reporting unit encompassed calculating the fair value of the reporting unit and comparing that result to its carrying value.

The Company estimated the fair value of the reporting unit using an equal weighting of the income approach and market approach.

We identified the forecasted revenues, perpetual growth rate, and discount rate included in the valuation of the Consumer Floral & Gifts reporting unit during the fiscal year 2025 as a critical audit matter.

The principal considerations for our determination included the subjectivity and judgment required to determine the forecasted revenues, perpetual growth rate, and discount rate.

The primary procedures we performed to address this critical audit matter included:

• Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the perpetual growth rate and the discount rate.

• Evaluating the reasonableness of forecasted revenues by:

(i) comparing the actual results for the historical years to the forecasted revenues, (ii) considering whether any contradictory evidence existed by reviewing industry trends, and (iii) benchmarking revenue growth rates for the public guideline companies that management used for its assessment.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2014.

September 5, 2025

3 unchanged sentences

(in thousands, except share data)

June 30, 2024

June 29, 2025 June 30, 2024

Current assets:

Cash and cash equivalents $ 46,502 $ 159,437

$ 159,437 $ 126,807

Trade receivables, net

18,024 20,419

Trade receivables, less allowances for credit losses of $ 2,440 and $ 2,757 , respectively

21,693 18,024

Inventories 177,127 176,591

Prepaid and other 37,405 31,680

31,680 34,583

Total current assets 282,727 385,732

385,732 373,143

Property, plant and equipment, net 215,596 223,789

223,789 234,569

Operating lease right-of-use assets 107,476 113,926

113,926 124,715

156,537 153,376

Goodwill 37,625 156,537

Trademarks with indefinite lives 86,673 111,473

Other intangibles, net 2,691 4,743

116,216 139,888

36,448 25,739

$ 1,032,648 $ 1,051,430

Other assets 39,829 36,448

Total assets $ 772,617 $ 1,032,648

Liabilities and Stockholders' Equity

1 unchanged sentence

Accounts payable $ 74,581 $ 80,005

$ 80,005 $ 52,588

Accrued expenses 109,887 121,303

121,303 141,914

Current maturities of long-term debt 21,000 10,000

10,000 10,000

Current portion of long-term operating lease liabilities 15,918 16,511

16,511 15,759

Total current liabilities 221,386 227,819

227,819 220,261

Long-term debt, net 134,764 177,113

177,113 186,391

Long-term operating lease liabilities 99,644 105,866

105,866 117,330

Deferred tax liabilities, net 6,679 19,402

19,402 31,134

Other liabilities 41,862 36,106

36,106 24,471

Total liabilities 504,335 566,306

566,306 579,587

Commitments and contingencies (Note 16)

4 unchanged sentences

Additional paid-in capital 411,280 399,165

399,165 388,215

Retained earnings 64,985 264,978

264,978 271,083

Accumulated other comprehensive loss ( 140 ) ( 127 )

( 127 ) ( 170 )

Treasury stock, at cost, 22,919,849 and 21,645,290 Class A shares in 2025 and 2024, respectively, and 5,280,000 Class B shares in 2025 and 2024

1 unchanged sentence

Total stockholders’ equity 268,282 466,342

466,342 471,843

Total liabilities and stockholders’ equity $ 772,617 $ 1,032,648

$ 1,032,648 $ 1,051,430

See accompanying Notes to Consolidated Financial Statements.

3 unchanged sentences

(in thousands, except per share data)

June 30, 2024

$ 1,831,421 $ 2,017,853 $ 2,207,885

June 29, 2025 June 30, 2024 July 2, 2023

Net revenues $ 1,685,658 $ 1,831,421 $ 2,017,853

Cost of revenues (excludes depreciation and amortization) 1,033,386 1,096,668 1,260,327

1,096,668 1,260,327 1,386,147

734,753 757,526 821,738

Gross profit 652,272 734,753 757,526

Operating expenses:

Marketing and sales 480,439 485,016 500,840

485,016 500,840 571,661

Technology and development 62,279 60,235 60,691

60,235 60,691 56,561

General and administrative 116,926 118,060 112,747

118,060 112,747 102,337

Depreciation and amortization 53,618 53,752 53,673

53,752 53,673 49,078

Goodwill and intangible impairment

19,762 64,586 -

Goodwill impairment 119,023 — 62,287

Intangible impairment 24,800 19,762 2,299

Total operating expenses 857,085 736,825 792,537

736,825 792,537 779,637

Operating income (loss)

( 2,072 ) ( 35,011 ) 42,101

Interest expense, net

10,623 10,946 5,667

Operating loss ( 204,813 ) ( 2,072 ) ( 35,011 )

Interest income ( 3,380 ) ( 6,680 ) ( 3,104 )

Interest expense 15,438 17,303 14,050

Other expense (income), net ( 3,514 ) ( 6,793 ) 805

( 6,793 ) 805 5,332

Income (loss) before income taxes

( 5,902 ) ( 46,762 ) 31,102

Loss before income taxes ( 213,357 ) ( 5,902 ) ( 46,762 )

Income tax (benefit) expense ( 13,364 ) 203 ( 2,060 )

203 ( 2,060 ) 1,492

Net income (loss)

( 6,105 ) ( 44,702 ) 29,610

Other comprehensive income (currency translation)

Comprehensive income (loss)

$ ( 6,062 ) $ ( 44,661 ) $ 29,717

Basic net income (loss) per common share

$ ( 0.09 ) $ ( 0.69 ) $ 0.46

Diluted net income (loss) per common share

$ ( 0.09 ) $ ( 0.69 ) $ 0.45

Weighted average shares used in the calculation of net income (loss) per common share:

64,586 64,688 64,977

64,586 64,688 65,617

Net loss ( 199,993 ) ( 6,105 ) ( 44,702 )

Other comprehensive (loss) income - currency translation ( 13 ) 43 41

Comprehensive loss $ ( 200,006 ) $ ( 6,062 ) $ ( 44,661 )

Basic net loss per common share $ ( 3.13 ) $ ( 0.09 ) $ ( 0.69 )

Diluted net loss per common share $ ( 3.13 ) $ ( 0.09 ) $ ( 0.69 )

Weighted average shares used in the calculation of net loss per common share:

Basic 63,807 64,586 64,688

Diluted 63,807 64,586 64,688

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

Consolidated Statements of Stockholders' Equity

Years ended June 30, 2024, July 2, 2023, and July 3, 2022

Years ended June 29, 2025, June 30, 2024, and July 2, 2023

(in thousands, except share data)

Common Stock Additional

Capital Retained

(Deficit) Accumulated

Comprehensive

Treasury Stock

Stockholders’

Balance at June 27, 2021

55,675,661 $ 557 33,433,614 $ 334 $ 371,103 $ 286,175 $ ( 318 ) 24,105,841 $ ( 148,781 ) $ 509,070

- - - - - 29,610 - - - 29,610

Class A Class B Treasury Stock

Shares Amount Shares Amount Shares Amount

Balance at July 3, 2022 57,706,389 $ 577 32,529,614 $ 325 $ 379,885 $ 315,785 $ ( 211 ) 25,698,396 $ ( 186,952 ) $ 509,409

Net loss - - - - - ( 44,702 ) - - - ( 44,702 )

Translation adjustment - - - - - - 41 - - 41

- - - - - - 107 - - 107

Stock-based compensation 385,965 4 - - 8,330 - - - - 8,334

805,028 8 - - 7,939 - - - - 7,947

Exercise of stock options

321,700 3 - - 843 - - - - 846

Conversion of Class B stock into Class A stock 181,393 2 ( 181,393 ) ( 2 ) - - - - - -

904,000 9 ( 904,000 ) ( 9 ) - - - - - -

Acquisition of Class A treasury stock - - - - - - - 147,479 ( 1,239 ) ( 1,239 )

- - - - - - - 1,592,555 ( 38,171 ) ( 38,171 )

Balance at July 2, 2023 58,273,747 $ 583 32,348,221 $ 323 $ 388,215 $ 271,083 $ ( 170 ) 25,845,875 $ ( 188,191 ) $ 471,843

57,706,389 $ 577 32,529,614 $ 325 $ 379,885 $ 315,785 $ ( 211 ) 25,698,396 $ ( 186,952 ) $ 509,409

- - - - - ( 44,702 ) - - - ( 44,702 )

Net loss - - - - - ( 6,105 ) - - - ( 6,105 )

Translation adjustment - - - - - - 43 - - 43

- - - - - - 41 - - 41

Stock-based compensation 480,708 5 - - 10,683 - - - - 10,688

385,965 4 - - 8,330 - - - - 8,334

Conversion of Class B stock into Class A stock

181,393 2 ( 181,393 ) ( 2 ) - - - - - -

Exercise of stock options 38,240 - - - 329 - - - - 329

Acquisition of Class A treasury stock - - - - ( 62 ) - - 1,079,415 ( 10,394 ) ( 10,456 )

- - - - - - - 147,479 ( 1,239 ) ( 1,239 )

Balance at July 2, 2023

58,273,747 $ 583 32,348,221 $ 323 $ 388,215 $ 271,083 $ ( 170 ) 25,845,875 $ ( 188,191 ) $ 471,843

- - - - - ( 6,105 ) - - - ( 6,105 )

Balance at June 30, 2024 58,792,695 $ 588 32,348,221 $ 323 $ 399,165 $ 264,978 $ ( 127 ) 26,925,290 $ ( 198,585 ) $ 466,342

Net loss - - - - - ( 199,993 ) - - - ( 199,993 )

Translation adjustment - - - - - - ( 13 ) - - ( 13 )

- - - - - - 43 - - 43

Stock-based compensation 645,090 6 - - 11,885 - - - - 11,891

480,708 5 - - 10,683 - - - - 10,688

Exercise of stock options 32,743 - - - 281 - - - - 281

38,240 - - - 329 - - - - 329

Acquisition of Class A treasury stock - - - - ( 51 ) - - 1,274,559 ( 10,175 ) ( 10,226 )

- - - - ( 62 ) - - 1,079,415 ( 10,394 ) ( 10,456 )

Balance at June 29, 2025 59,470,528 $ 594 32,348,221 $ 323 $ 411,280 $ 64,985 $ ( 140 ) 28,199,849 $ ( 208,760 ) $ 268,282

58,792,695 $ 588 32,348,221 $ 323 $ 399,165 $ 264,978 $ ( 127 ) 26,925,290 $ ( 198,585 ) $ 466,342

See accompanying Notes to Consolidated Financial Statements.

3 unchanged sentences

(in thousands)

June 30, 2024

June 29, 2025 June 30, 2024 July 2, 2023

Operating activities:

Net income (loss)

$ ( 6,105 ) $ ( 44,702 ) $ 29,610

Reconciliation of net income (loss) to net cash provided by operating activities net of acquisitions:

Net loss $ ( 199,993 ) $ ( 6,105 ) $ ( 44,702 )

Reconciliation of net loss to net cash (used in) provided by operating activities, net of acquisitions:

Goodwill and intangible impairment 143,823 19,762 64,586

19,762 64,586 -

Depreciation and amortization 53,618 53,752 53,673

53,752 53,673 49,078

Amortization of deferred financing costs 866 724 1,834

724 1,834 1,269

Deferred income taxes ( 12,723 ) ( 11,732 ) ( 4,608 )

( 11,732 ) ( 4,608 ) 1,579

Bad debt expense (recoveries)

251 3,991 ( 411 )

Bad debt expense 674 251 3,991

Stock-based compensation 11,891 10,688 8,334

10,688 8,334 7,947

Other non-cash items 2,013 310 95

Changes in operating items:

Changes in operating items, net of acquisitions:

Trade receivables ( 4,284 ) 2,143 ( 597 )

2,143 ( 597 ) ( 2,452 )

14,572 57,591 ( 85,047 )

Inventories 756 14,572 57,591

Prepaid and other ( 5,682 ) 2,913 12,554

2,913 12,554 6,731

Accounts payable and accrued expenses ( 16,997 ) 6,404 ( 38,623 )

6,404 ( 38,623 ) ( 6,595 )

Other assets and other liabilities ( 325 ) 1,317 1,223

1,317 1,223 286

Net cash provided by operating activities

94,999 115,351 5,189

Net cash (used in) provided by operating activities ( 26,363 ) 94,999 115,351

Investing activities:

Acquisitions, net of cash acquired ( 3,000 ) ( 3,672 ) ( 6,151 )

( 3,672 ) ( 6,151 ) ( 21,280 )

Capital expenditures ( 41,463 ) ( 38,632 ) ( 44,646 )

( 38,632 ) ( 44,646 ) ( 66,408 )

Purchase of equity investments - - ( 32 )

- ( 32 ) ( 2,000 )

Net cash used in investing activities ( 44,463 ) ( 42,304 ) ( 50,829 )

( 42,304 ) ( 50,829 ) ( 89,688 )

Financing activities:

Acquisition of treasury stock ( 10,175 ) ( 10,394 ) ( 1,239 )

( 10,394 ) ( 1,239 ) ( 38,171 )

Proceeds from exercise of employee stock options 281 329 -

Proceeds from bank borrowings 110,000 82,000 395,900

82,000 395,900 125,000

Repayment of bank borrowings ( 140,000 ) ( 92,000 ) ( 360,900 )

( 92,000 ) ( 360,900 ) ( 145,000 )

Debt issuance costs ( 2,215 ) - ( 2,941 )

- ( 2,941 ) ( 284 )

Net cash (used in) provided by financing activities ( 42,109 ) ( 20,065 ) 30,820

( 20,065 ) 30,820 ( 57,609 )

Net change in cash and cash equivalents ( 112,935 ) 32,630 95,342

32,630 95,342 ( 142,108 )

Cash and cash equivalents:

Beginning of year 159,437 126,807 31,465

126,807 31,465 173,573

$ 159,437 $ 126,807 $ 31,465

End of year $ 46,502 $ 159,437 $ 126,807

Supplemental Cash Flow Information:

Interest paid amounted to $ 16.3 million, $ 12.8 million, and $ 4.6 million for the years ended June 30, 2024 , July 2, 2023 , and July 3, 2022 , respectively.

The Company paid income taxes of approximately $ 8.0 million, and $ 1.4 million, net of tax refunds, for the years ended June 30, 2024 and July 3, 2022 , respectively and received refunds of approximately $ 8.8 million, net of tax payments, for the year ended July 2, 2023 .

- Interest paid amounted to $ 14.4 million, $ 16.3 million, and $ 12.8 million for the years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively.

- The Company paid income taxes of approxi mately $ 1.6 million and $ 8.0 million, net of tax refunds, for the years ended June 29, 2025 and June 30, 2024, r espectively, and received refunds of approximately $ 8.8 million , net of tax payments, for the year ended July 2, 2023.

See accompanying Notes to Consolidated Financial Statements.

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1-800-FLOWERS.COM, Inc.

is a leading provider of gifts designed to help inspire customers to give more, connect more, and build more and better relationships.

and its subsidiaries (collectively, the "Company") is a leading provider of gifts designed to help inspire customers to share more, connect more, and build more and better relationships.

The Company’s e-commerce business platform features our all-star family of brands, including:

1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Things Remembered®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Scharffen Berger® and Simply Chocolate®.

Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge on eligible products across our portfolio of brands, 1 - 800 -FLOWERS.COM, Inc.

strives to deepen relationships with customers.

The Company also operates BloomNet®, an international floral and gift industry service provider offering a broad range of products and services designed to help its members grow their businesses profitably;

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DesignPac Gifts, LLC, a manufacturer of gift baskets and towers;

Alice’s Table®, a lifestyle business offering fully digital on demand floral, culinary and other experiences to guests across the country and Card Isle®, an e-commerce greeting card service.

Alice’s Table®, a lifestyle business offering fully digital on demand floral, culinary and other experiences to guests across the country;

and Card Isle®, an e-commerce greeting card service.

Significant Accounting Policies

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The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30.

Fiscal years 2024 and 2023 , which ended on June 30, 2024 and July 2, 2023 , respectively, each consisted of 52 weeks.

Fiscal year 2022, which ended on July 3, 2022, consisted of 53 weeks.

Fiscal years 2025, 2024, and 2023, which ended on June 29, 2025, June 30, 2024, and July 2, 2023, respectively, each consisted of 52 weeks.

Use of Estimates

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Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the software.

Orchards in production, consisting of direct labor and materials, supervision and other items, are capitalized as part of capital projects in progress – orchards until the orchards produce fruit in commercial quantities, at which time they are reclassified to orchards in production.

Orchards in production, consisting of direct labor and materials, supervision and other items, are capitalized as part of capital projects in progress until the orchards produce fruit in commercial quantities, at which time they are reclassified to orchards in production.

Estimated useful lives are periodically reviewed, and where appropriate, changes are made prospectively.

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Software (years) 3 - 5

Computer and telecommunication equipment (years) 3 - 5

Orchards in production and land improvements (years) 15 - 45

Property, plant and equipment are reviewed for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in each business combination, with the carrying value of the Company’s goodwill allocated to its reporting units, in accordance with the acquisition method of accounting.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in each business combination, with the carrying value of the Company’s goodwill allocated to its reporting unit, in accordance with the acquisition method of accounting.

Goodwill is not amortized, but it is subject to an annual assessment for impairment, which the Company performs during the fourth quarter, or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist.

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In applying the goodwill impairment test, the Company has the option to perform a qualitative test (also known as “Step 0”) or a quantitative test (“Step 1”).

Under the Step 0 test, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting units is less than its carrying value.

Under the Step 0 test, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value.

Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit specific events.

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Under this method, the Company utilizes information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that are applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values.

The Company also reconciles the aggregate fair values of its reporting units determined in the first step (as described above) to its current market capitalization, allowing for a reasonable control premium.

During Fiscal 2022, as a result of changes within the macroeconomic environment, geopolitical pressures and the Company’s financial performance and market capitalization, the Company performed a Step 1 analysis, which indicated that the fair values of the Consumer Floral & Gifts and Gourmet Foods & Gift Baskets reporting units exceeded their respective carrying amounts.

The Company also reconciles the aggregate fair values of its reporting units determined in the first step (as described above) to its current market capitalization.

During its quarterly assessment in the third quarter of fiscal 2023, the Company concluded that a triggering event had occurred for its Gourmet Foods & Gift Baskets reporting unit.

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The Company concluded that the definite-lived and other long-lived assets of the reporting unit were not impaired.

As of its annual impairment testing date during the fourth quarter of Fiscal 2023, the Company completed a step 0 analysis of its Consumer Floral & Gifts reporting unit, the only reporting unit with goodwill at the time, and concluded that it was not "more likely than not" that the fair value of its reporting unit was less than its carrying value.

As of its annual impairment testing date during the fourth quarter of Fiscal 2024 , the Company completed a step 0 analysis of its Consumer Floral & Gifts and BloomNet reporting units, the only reporting units with goodwill, and concluded that it was not "more likely than not" that the fair values of its reporting units were less than their carrying values.

See Note 6 – Goodwill and Intangible Assets for further information.

As part of its annual impairment testing date during the fourth quarter of fiscal 2023, the Company completed a step 0 analysis of its Consumer Floral & Gifts reporting unit, the only reporting unit with goodwill at the time, and concluded that it was not "more likely than not" that the fair value of its reporting unit was less than its carrying value.

As of its annual impairment testing date during the fourth quarter of fiscal 2024, the Company completed a step 0 analysis of its Consumer Floral & Gifts and BloomNet reporting units, the only reporting units with goodwill at the time, and concluded that it was not "more likely than not" that the fair values of its reporting units were less than their carrying values.

During its quarterly assessment in the third quarter of fiscal 2025, the Company concluded that a triggering event had occurred for its Consumer Floral & Gifts reporting unit.

As such, the Company performed a Step 1 analysis of the reporting unit’s goodwill, intangibles and long-lived assets as of March 30, 2025, and partially impaired the related goodwill, and Personalization Mall tradename within the reporting unit.

The Company concluded that the definite-lived and other long-lived assets of the reporting unit were not impaired.

As of its annual impairment testing date during the fourth quarter of fiscal 2025, the Company completed a step 0 analysis of its Consumer Floral & Gifts, BloomNet, and Gourmet Foods & Gift Baskets reporting units and concluded that it was not "more likely than not" that the fair values of its reporting units were less than their carrying values.

See Note 7 – Goodwill and Other Intangibles, Net for further information.

Other Intangibles, net

Other intangibles consist of definite-lived intangible assets (such as investment in licenses, customer lists, and others) and indefinite-lived intangible assets (such as acquired trade names and trademarks).

The cost of definite-lived intangible assets is amortized to reflect the pattern of economic benefits consumed, over the estimated periods benefited, ranging from 3 to 16 years, while indefinite-lived intangible assets are not amortized.

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This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset.

Other indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.

During Fiscal 2022, the Company performed a quantitative test, which determined that the estimated fair value of the Company's intangibles exceeded their respective carrying value.

Other indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows, including the perpetual growth rate, as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.

As noted in the Goodwill section above, during the third quarter of fiscal 2023, the Company concluded that a triggering event had occurred within its Gourmet Foods & Gift Baskets reporting unit and, as such, performed an impairment test of the indefinite-lived intangibles, which resulted in a partial impairment of certain tradenames within the reporting unit.

During the fourth quarter of fiscal 2023, the Company performed a Step 0 analysis and determined that it was not “more likely than not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.

During its quarterly assessment in the

second quarter of fiscal year

2024, as a result of a decline in the actual and projected revenue for the Company’s PersonalizationMall tradename (an indefinite-lived intangible asset), as well as a higher discount rate resulting from the higher interest rate environment, the Company determined that an impairment assessment was required for this tradename.

During its quarterly assessment in the second quarter of fiscal 2024, as a result of a decline in the actual and projected revenue for the Company’s Personalization Mall tradename (an indefinite-lived intangible asset), as well as a higher discount rate resulting from the higher interest rate environment, the Company determined that an impairment assessment was required for this tradename.

This assessment resulted in a partial impairment of this tradename.

fourth quarter of fiscal year

2024 , the Company performed a Step

0 analysis for its indefinite-lived intangible assets, excluding its PersonalizationMall tradename, and determined that it was

not “more likely than

not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.

For the Company's PersonalizationMall tradename, the Company performed a quantitative test, which determined that the estimated fair value of the Company's intangible asset exceeded its respective carrying amount.

See Note 6 – Goodwill and Intangible Assets for further information.

During the fourth quarter of fiscal 2024, the Company performed a Step 0 analysis for its indefinite-lived intangible assets, excluding its Personalization Mall tradename, and determined that it was not “more likely than not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.

For the Company's Personalization Mall tradename, the Company performed a quantitative test, which determined that the estimated fair value of the Company's intangible asset exceeded its respective carrying amount.

As noted in the Goodwill section above, during the third quarter of fiscal 2025, the Company concluded that a triggering event had occurred within its Consumer Floral & Gifts reporting unit and, as such, performed an impairment test of the indefinite-lived intangibles, which resulted in a partial impairment of the Personalization Mall tradename within the reporting unit.

During the fourth quarter of fiscal 2025, the Company performed a Step 0 analysis for its indefinite-lived intangible assets, and determined that it was not “more likely than not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.

See Note 7 – Goodwill and Other Intangibles, Net for further information.

Business Combinations

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The Company capitalizes the costs of producing and distributing its catalogs and expenses them upon mailing.

Included within prepaid and other current assets were $ 1.5 million and $ 2.4 million at June 30, 2024 and July 2, 2023 , respectively, relating to prepaid catalog expenses.

Included within prepaid and other current assets were $ 2.1 million and $ 1.5 million at June 29, 2025 and June 30, 2024, respectively, relating to prepaid catalog expenses.

Equity investments without a readily determinable fair value

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These investments are included within “Other assets” in the Company’s consolidated balance sheets.

The aggregate carrying amount of the Company’s cost method investments was $ 2.4 million as of June 30, 2024 and $ 2.6 million as of July 2, 2023 .

The aggregate carrying amount of the Company’s cost method investments was $ 0.4 million as of June 29, 2025 and $ 2.4 million as of June 30, 2024.

Equity investments with a readily determinable fair value

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Concentration of credit risk with respect to accounts receivable is limited due to the Company's large number of customers and their dispersion throughout the United States, and the fact that a substantial portion of receivables are related to balances owed by major credit card companies.

Allowances relating to consumer, corporate and franchise accounts receivable ( $ 2.8 million at June 30, 2024 and $ 5.8 million at July 2, 2023 ) have been recorded based upon previous experience and management’s evaluation.

Allowances for credit losses relating to consumer, corporate and franchise accounts receivable ( $ 2.4 million at June 29, 2025 and $ 2.8 million at June 30, 2024) have been recorded based upon previous experience and management’s evaluation.

Revenue Recognition

17 unchanged sentences

Payment is typically due less than 30 days from the date the services were performed.

See Note 17 - Business Segments for additional information on disaggregated revenue.

Deferred Revenues

3 unchanged sentences

Our total deferred revenue, included in "Accrued expenses" on our consolidated balance sheets, as of July 3, 2022, was $ 33.7 million, of which $ 33.1 million was recognized during the year ended July 2, 2023.

Our total deferred revenue as of July 2, 2023 was $ 30.8 million of which, $ 30.2 million was recognized as revenue during the year ended June 30, 2024 .

Our total deferred revenue, as of July 2, 2023, was $ 30.8 million, of which $ 30.2 million was recognized during the year ended June 30, 2024.

Our total deferred revenue as of June 30, 2024 was $ 25.0 million of which, $ 24.4 million was recognized as revenue during the year ended June 29, 2025.

The deferred revenue balance as of June 29, 2025 was $ 23.7 million.

5 unchanged sentences

The Company expenses all advertising costs, with the exception of catalog costs (see Deferred Catalog Costs above), at the time the advertisement is first shown.

Advertising expense was $ 283.6 million, $ 291.9 million and $ 347.7 million for the years ended June 30, 2024 , July 2, 2023 , and July 3, 2022 , respectively.

Advertising expense (including general advertising, catalog costs, and online portal and search expenses) was $ 286.4 million, $ 283.6 million and $ 291.9 million for the years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively.

Technology and Development

Technology and development expense consists primarily of payroll and operating expenses of the Company’s information technology group, costs associated with its websites, including hosting, content development and maintenance and support costs related to the Company’s order entry, customer service, fulfillment and database systems.

Costs associated with the acquisition or development of software for internal use are capitalized if the software is expected to have a useful life beyond one year and amortized over the software’s useful life, typically three to seven years.

Costs associated with repair maintenance, or the development of website content are expensed as incurred, as the useful lives of such software modifications are less than one year.

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When entering into these transactions, the Company has periodically managed its floating rate debt using interest rate swaps in order to reduce its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest.

The Company did not have any open derivative positions at June 30, 2024 and July 2, 2023 .

The Company did not have any open derivative positions at June 29, 2025 and June 30, 2024.

The Company uses the asset and liability method to account for income taxes.

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Diluted net loss per common share is computed using the weighted-average number of common shares outstanding during the period and excludes the dilutive potential common shares (consisting of unvested restricted stock awards), as their inclusion would be antidilutive.

As a result of the net loss for the years ended June 30, 2024 and July 2, 2023 , there is no dilutive impact to the net loss per share calculation.

Recently Issued Accounting Pronouncements

As a result of the net loss for the years ended June 29, 2025, June 30, 2024 , and July 2, 2023, there is no dilutive impact to the net loss per share calculation.

Recently Issued Accounting Pronouncements - Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

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ASU 2023-07 is to be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of ASU 2023 - 07 on its consolidated financial statements and related disclosures.

The Company adopted this standard in the fourth quarter of fiscal 2025.

See Note 17 - Business Segments for the additional disclosures required per this standard.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

4 unchanged sentences

The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

Note 3 – Net Income (Loss) Per Common Share

The following table sets forth the computation of basic and diluted net income (loss):

June 30, 2024

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

ASU 2024-03 requires enhanced disclosures about a business entity's expenses, includes enhanced interim disclosure requirements, and requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

ASU 2024-03 allows for either a prospective or retrospective approach on adoption.

The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.

Note 3 – Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss:

June 29, 2025 June 30, 2024 July 2, 2023

(in thousands, except per share data)

Net income (loss)

$ ( 6,105 ) $ ( 44,702 ) $ 29,610

Net loss $ ( 199,993 ) $ ( 6,105 ) $ ( 44,702 )

Weighted average shares outstanding 63,807 64,586 64,688

64,586 64,688 64,977

Effect of dilutive securities:

Employee stock options

Employee restricted stock awards

Total effect of dilutive securities

Adjusted weighted-average shares and assumed conversions 63,807 64,586 64,688

64,586 64,688 65,617

Net income (loss) per common share:

$ ( 0.09 ) $ ( 0.69 ) $ 0.46

$ ( 0.09 ) $ ( 0.69 ) $ 0.45

Due to our net loss for the years ended June 30, 2024, and July 2, 2023, all common stock equivalents including stock options and unvested restricted stock awards have been excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive to the computation.

There were 212,178 and 7,762 restricted stock awards and stock options, respectively, excluded from the Company's calculation of diluted net income (loss) per common share for the year ended July 3, 2022, as such awards were anti-dilutive.

Net loss per common share:

Basic $ ( 3.13 ) $ ( 0.09 ) $ ( 0.69 )

Diluted $ ( 3.13 ) $ ( 0.09 ) $ ( 0.69 )

Due to our net loss for the fiscal years ended June 29, 2025, June 30, 2024, and July 2, 2023, all common stock equivalents including stock options and unvested restricted stock awards have been excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive to the computation.

See Note 14 - St ock Based Compensation for further information on outstanding stock options and non-vested restricted stock.

Acquisition of Scharffen Berger®

On July 1, 2024, the Company completed its acquisition of certain assets of Scharffen Berger®, a chocolate manufacturing company, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets segment.

The Company used cash on hand to fund the purchase.

The total consideration of $ 3.3 million was primarily allocated to the identifiable assets acquired and liabilities assumed based on the estimates of their fair values on the acquisition date.

During the quarter ended March 30, 2025, the Company finalized its purchase price allocation, and the consideration transferred was allocated to property, plant and equipment of $ 2.0 million, inventory of $ 1.3 million, and goodwill of $ 0.1 million (deductible for income tax purposes), partially offset by net liabilities of $ 0.1 million.

Scharffen Berger annual revenues and results of operations, based on its most recently available financial information, are deemed immaterial to the Company's consolidated financial statements and, as such, pro forma results of operations have not been presented.

Acquisition of Card Isle

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The Company used cash on hand to fund the purchase.

The total consideration of

$ 3.6 million was primarily allocated to the identifiable assets acquired and liabilities assumed based on the preliminary estimates of their fair values on the acquisition date, including:

$ 3.0 million (deductible for income tax purposes) and artist contracts of

$ 0.6 million (

5 -year life).

The Company is in the process of finalizing its allocation and this

may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, revisions of useful lives of intangible assets, and the determination of any residual amount that will be allocated to goodwill.

Card Isle annual revenue and profit, based on its most recently available financial information, is deemed immaterial to the Company's consolidated financial statements, and as such pro forma results of operations have

not been presented.

The total consideration of $ 3.6 million was allocated to the identifiable assets acquired and liabilities assumed based on the estimates of their fair values on the acquisition date.

During the quarter ended December 29, 2024, the Company finalized its purchase price allocation, and the consideration transferred was allocated to goodwill of $ 3.0 million (deductible for income tax purposes) and artist contracts of $ 0.6 million ( 5 -year life).

Card Isle annual revenues and results of operations, based on its most recently available financial information, are deemed immaterial to the Company's consolidated financial statements and, as such, pro forma results of operations have not been presented.

Acquisition of Things Remembered

8 unchanged sentences

Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results was not material.

Acquisition of Alice ’ s Table

On December 31, 2021 , the Company completed its acquisition of Alice’s Table, Inc.

(“Alice’s Table”), a lifestyle business offering fully digital livestreaming and on demand floral, culinary and other experiences to guests across the country.

The Company utilized existing cash of $ 0.8 million, contributed accounts receivable due from Alice’s Table of $ 0.3 million, and converted its cost method investment in Alice’s Table of $ 0.3 million, in order to acquire 100 % ownership in Alice’s Table, which included tradenames, customer lists, websites and operations.

Immediately prior to completing the acquisition, the Company wrote down its previous cost method investment in Alice’s Table to its $ 0.3 million fair value, on the date of the acquisition, resulting in an impairment of $ 0.7 million, which is recorded in the “Other expense (income), net” line item on the Statement of Operations for the fiscal year ended July 3, 2022.

Alice’s Table revenues were approximately $ 3.8 million during its most recent fiscal year ended September 30, 2021.

The resulting total consideration of $ 1.3 million was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values, as a result of information that was available as of the date of acquisition.

During the quarter ended January 1, 2023, the Company finalized its purchase price allocation, resulting in immaterial adjustments to the preliminary carrying value of the respective recorded assets and the residual amount that was allocated to goodwill.

The consideration transferred was allocated to:

goodwill of $ 0.8 million, trademarks of $ 0.5 million (indefinite life), customer lists of $ 0.2 million ( 4 -year life), and liabilities of $ 0.2 million.

Operating results of the Alice’s Table business are reflected in the Company’s consolidated financial statements from the date of acquisition within the Consumer Floral & Gifts segment.

Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results was not material.

Acquisition of Vital Choice

On October 27, 2021, the Company completed its acquisition of all of the membership interests in Vital Choice Seafood LLC (“Vital Choice”), a provider of wild-caught seafood and sustainably farmed shellfish, pastured proteins, organic foods, and marine-sourced nutritional supplements.

The Company utilized its existing credit facility to fund the $ 20.0 million purchase (subject to certain working capital and other adjustments), which included tradenames, customer lists, websites and operations.

Vital Choice revenues were approximately $ 27.8 million during its most recent year ended December 31, 2020.

After working capital and related adjustments, total consideration was approximately $ 20.0 million and was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values, as a result of information that was available as of the date of acquisition.

The following table summarizes the allocation of the purchase price to the fair values of assets acquired and liabilities assumed:

Purchase Price

Measurement Period

October 27, 2021

Interim Adjustments

January 1, 2023

(in thousands)

$ 8,653 $ - $ 8,653

Other current assets

929 ( 474 ) 455

Property, plant and equipment

205 ( 205 ) -

Intangible assets

9,800 ( 600 ) 9,200

4,383 634 5,017

Total assets acquired

23,970 ( 645 ) 23,325

Current liabilities

3,621 ( 256 ) 3,365

Net assets acquired

$ 20,349 $ ( 389 ) $ 19,960

The estimated fair value of the acquired work in process and finished goods inventory was determined utilizing the income approach.

The income approach estimates the fair value of the inventory based on the net retail value of the inventory, less operating expenses and a reasonable profit allowance.

Raw materials inventory was valued at book value, as there have not been any significant price fluctuations or other events that would materially change the cost to replace the raw materials.

Of the acquired intangible assets, $ 4.3 million was assigned to customer lists, which is being amortized over the estimated remaining life of 5 years, $ 4.9 million was assigned to tradenames (indefinite life), and $ 5.0 million was assigned to goodwill (indefinite life), which is expected to be deductible for tax purposes.

The goodwill recognized is primarily related to synergistic value created in terms of both operating costs and revenue growth opportunities, enhanced financial and operational scale, and other strategic benefits.

The estimated fair value of the acquired tradenames was determined using the relief from royalty method, which is a risk-adjusted discounted cash flow approach.

The relief from royalty method values an intangible asset by estimating the royalties saved through ownership of the asset.

The relief from royalty method requires identifying the future revenue that would be generated by the trademark, multiplying it by a royalty rate deemed to be avoided through ownership of the asset and discounting the projected royalty savings amounts back to the acquisition date.

The royalty rate used in the valuation was based on a consideration of market rates for similar categories of assets.

The discount rate used in the valuation was based on the Company’s weighted average cost of capital, the riskiness of the earnings stream associated with the trademarks and the overall composition of the acquired assets.

The estimated fair value of the acquired customer lists was determined using the excess earnings method under the income approach.

This method requires identifying the future revenue that would be generated by existing customers at the time of the acquisition, considering an appropriate attrition rate based on the historical experience of the Company.

Appropriate expenses are then deducted from the revenues and economic rents are charged for the return on contributory assets.

The after-tax cash flows attributable to the asset are discounted back to their net present value at an appropriate intangible asset rate of return and summed to calculate the value of the customer lists.

Operating results of the Vital Choice business are reflected in the Company’s consolidated financial statements from the date of acquisition within the Gourmet Foods & Gift Baskets segment.

Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results was not material.

The Company’s inventory, valued at the lower of cost or net realizable value, includes purchased and manufactured finished goods for sale, packaging supplies, crops, raw material ingredients for manufactured products and associated manufacturing labor, and is classified as follows:

June 30, 2024

June 29, 2025 June 30, 2024

(in thousands)

Finished goods $ 99,703 $ 94,590

$ 94,590 $ 92,582

Work-in-process 19,256 25,849

25,849 33,818

Raw materials 58,168 56,152

56,152 64,934

Total inventory $ 177,127 $ 176,591

$ 176,591 $ 191,334

Goodwill and Intangible Assets

Property, Plant and Equipment, Net

June 29, 2025 June 30, 2024

(in thousands)

Land $ 33,811 $ 33,827

Orchards in production and land improvements 21,539 20,604

Building and building improvements 70,479 69,089

Leasehold improvements 31,866 31,289

Production equipment 135,213 131,664

Furniture and fixtures 9,517 9,325

Computer and telecommunication equipment 41,378 42,159

Software 208,960 176,160

Capital projects in progress 13,313 23,172

Property, plant and equipment, gross 566,076 537,289

Accumulated depreciation and amortization ( 350,480 ) ( 313,500 )

Property, plant and equipment, net $ 215,596 $ 223,789

Depreciation expense for the years ended June 29, 2025, June 30, 2024, and July 2, 2023 was $ 51.6 million, $ 49.3 million, and $ 49.5 million, respectively.

Goodwill and Other Intangibles, Net

The following table presents goodwill by segment and the related change in the net carrying amount:

Gifts BloomNet Gourmet

Baskets Total

(in thousands)

Balance at July 3, 2022

$ 151,600 $ - $ 61,687 $ 213,287

Measurement period adjustment for Vital Choice Acquisition

Measurement period adjustment for Alice's Table Acquisition

Acquisition of Things Remembered

1,664 - - 1,664

Goodwill impairment

- - ( 62,287 ) ( 62,287 )

Balance at July 2, 2023

$ 153,376 $ - $ - $ 153,376

Balance at July 2, 2023 (a) $ 153,376 $ - $ - $ 153,376

Measurement period adjustment for Things Remembered 201 - - 201

Acquisition of Card Isle - 2,960 - 2,960

- 2,960 - 2,960

Balance at June 30, 2024

$ 153,577 $ 2,960 $ - $ 156,537

The Company’s other intangible assets consist of the following:

June 30, 2024

(in thousands)

Balance at June 30, 2024 (a) $ 153,577 $ 2,960 $ - $ 156,537

Acquisition of Scharffen Berger - - 111 111

Impairment ( 119,023 ) - - ( 119,023 )

Balance at June 29, 2025 (b) $ 34,554 $ 2,960 $ 111 $ 37,625

(a) The total carrying value of goodwill is reflected net of $ 133.4 million of accumulated impairment charges related to the Gourmet Foods & Gift Baskets reporting unit.

(b) The total carrying value of goodwill is reflected net of $ 252.4 million of accumulated impairment charges, of which $ 119.0 million is related to the Consumer Floral & Gifts reporting unit and $ 133.4 million is related to the Gourmet Foods & Gift Baskets reporting unit.

The Company’s other intangible assets, net consist of the following:

June 29, 2025 June 30, 2024

Period (1) Gross

Amount Accumulated

Amortization Net Gross

Amount Accumulated

Amortization Net

(in years) (in thousands)

Intangible assets with determinable lives

5 unchanged sentences

Total intangible assets with determinable lives 40,013 37,322 2,691 40,013 35,270 4,743

40,013 35,270 4,743 39,437 30,784 8,653

Trademarks with indefinite lives 86,673 - 86,673 111,473 - 111,473

111,473 - 111,473 131,235 - 131,235

Total identifiable intangible assets $ 126,686 $ 37,322 $ 89,364 $ 151,486 $ 35,270 $ 116,216

$ 151,486 $ 35,270 $ 116,216 $ 170,672 $ 30,784 $ 139,888

The amortization of intangible assets for the years ended June 30, 2024 , July 2, 2023 and July 3, 2022 was $ 4.4 million, $ 4.2 million and $ 3.9 million, respectively.

(1) The amortization of intangible assets for the years ended June 29, 2025, June 30, 2024 and July 2, 2023 was $ 2.0 million, $ 4.4 million and $ 4.2 million, respectively.

Future estimated amortization expense is as follows:

2025 - $ 2.1 million, 2026 - $ 1.4 m illion, 2027 - $ 0.6 million, 2028 -$ 0.3 million, 2029 -$ 0.2 million, and thereafter -$ 0.1 million.

During the year ended July 3, 2022 , the Company experienced a sustained decline in its share price and a resulting decrease in its market capitalization, primarily due to the overall macroeconomic environment.

Inflationary cost increases, which began during the first half of the fiscal year, were exacerbated by geopolitical events, further pressuring the Company’s gross margin and operating expenses.

Due to this overall market decline and the Company’s operating performance, the Company completed impairment assessments of the goodwill and intangible assets of its three reporting units.

The quantitative impairment tests as of July 3, 2022, did not indicate an impairment.

Although originally projected to be transitory, through the nine months ended April 2, 2023, the trend of adverse macroeconomic conditions and geopolitical pressures continued, and there was a sustained decline in the Company’s market capitalization.

As the expected duration of these factors changed during the three months ended April 2, 2023, the Company made downward projections to its business forecasts, and therefore determined a triggering event had occurred that required an interim impairment assessment of the goodwill, intangibles and other long-lived assets of the Gourmet Foods & Gift Baskets reporting unit as of April 2, 2023.

The Company performed its goodwill impairment test by comparing the fair value of its Gourmet Foods & Gift Baskets reporting unit to its respective carrying value.

The Company estimated the fair value of the Gourmet Foods & Gift Baskets reporting unit using an equal weighting of the income and market approaches, and a discount rate of 13 %.

2026 - $ 1.4 million, 2027 - $ 0.6 million, 2028 -$ 0.3 million, 2029 -$ 0.2 million, 2030 -$ 0.1 million, and thereafter -$ 0.1 million.

During the third quarter of fiscal 2023, due to adverse macroeconomic conditions, a sustained decline in the Company’s market capitalization, and downward adjustments to its business forecast, the Company concluded that a triggering event had occurred that required an interim impairment assessment of the goodwill, intangibles and other long-lived assets of the Gourmet Foods & Gift Baskets reporting unit as of April 2, 2023.

Based on the impairment assessment performed during the quarter ended April 2, 2023, the Company recorded a non-cash goodwill and intangible impairment charge against its Gourmet Foods & Gift Baskets reporting unit of $ 64.6 million, comprised of $ 62.3 million, which was attributable to goodwill, and $ 2.3 million, which was attributable to certain tradenames within the same reporting unit.

The Company concluded that the definite-lived and other long-lived assets of the reporting unit were not impaired.

As of its annual impairment testing date during the fourth quarter of fiscal 2023, the Company completed a step 0 analysis of its Consumer Floral & Gifts reporting unit, the only reporting unit with goodwill at that time, and its indefinite-lived intangibles and concluded that it was not “more likely than not” that the fair values were less than their carrying values.

The Company’s impairment test for its Personalization Mall tradename encompassed calculating the fair value of the asset and comparing that result to its carrying value.

To determine fair value the Company used an income approach, the relief-from-royalty method.

This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset.

This assessment resulted in the Company recording a non-cash impairment charge of $ 19.8 million to reduce the recorded carrying value of the Personalization Mall tradename.

During the fourth quarter of fiscal 2024, the Company performed a Step 0 analysis for its Consumer Floral & Gifts and BloomNet reporting units, the only reporting units with goodwill, and its indefinite-lived intangible assets, excluding its Personalization Mall tradename, and determined that it was not “more likely than not” that the fair values were less than their carrying amounts.

For the Company’s Personalization Mall tradename, the Company performed a quantitative test, which determined that the estimated fair value of the Company's intangible asset exceeded its respective carrying value.

During the third quarter of fiscal 2025, the Company evaluated whether events or circumstances had changed such that it was more likely than not that the fair value of its goodwill, intangibles and other long-lived assets were less than their carrying amounts.

After consideration of current operating results, changes in macro-economic conditions, and a decline in the Company’s market capitalization, the Company concluded that a triggering event had occurred that required an interim impairment assessment of the goodwill, intangibles and other long-lived assets for its Consumer Floral & Gifts reporting unit as of March 30, 2025.

The Company performed its goodwill impairment test by comparing the fair value of its Consumer Floral & Gifts reporting unit to its respective carrying value.

The Company estimated the fair value of the Consumer Floral & Gifts reporting unit using an equal weighting of the income and market approaches, and a discount rate of 14.5 %.

The Company used industry accepted valuation models and set criteria that were reviewed and approved by various levels of management.

Under the income approach, the Company used a discounted cash flow methodology which required management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others.

Under the income approach, the Company used a discounted cash flow methodology that required management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others.

For the market approach, the Company used the guideline public company method.

3 unchanged sentences

To determine fair value of indefinite-lived intangible assets, the Company used an income approach, the relief-from-royalty method.

This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset.

Indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.

The Company’s impairment test for definite-lived intangibles was performed through a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of the asset or asset group to its carrying value.

The Company concluded that the definite-lived and other long-lived assets of the reporting unit were not impaired.

As of its annual impairment testing date during the fourth quarter of Fiscal 2023, the Company completed a step 0 analysis of its Consumer Floral & Gift reporting unit, the only reporting unit with goodwill at that time, and its indefinite-lived intangibles and concluded that it was not “more likely than not” that the fair values were less than their carrying values.

The Company’s impairment test for its PersonalizationMall tradename encompassed calculating the fair value of the asset and comparing that result to its carrying value.

To determine fair value the Company used an income approach, the relief-from-royalty method.

As discussed above, this method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset.

This assessment resulted in the Company recording a non-cash impairment charge of $ 19.8 million to reduce the recorded carrying value of the PersonalizationMall tradename.

During the fourth quarter of fiscal year 2024 , the Company performed a Step 0 analysis for its Consumer Floral & Gift and BloomNet reporting units, the only reporting units with goodwill, and its indefinite-lived intangible assets, excluding its PersonalizationMall tradename, and determined that it was not “more likely than not” that the fair values were less than their carrying amounts.

For the Company’s PersonalizationMall tradename, the Company performed a quantitative test, which determined that the estimated fair value of the Company's intangible asset exceeded its respective carrying value.

Property, Plant and Equipment

June 30, 2024

The Company’s impairment test for definite-lived and other long-lived assets was performed through a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of the asset or asset group to its carrying value.

Based on the impairment assessment performed for the period ended March 30, 2025, the Company recorded a non-cash goodwill and intangible impairment charge of $ 138.2 million, comprised of $ 113.4 million attributable to goodwill and $ 24.8 million attributable to the Personalization Mall tradename within the same reporting unit.

The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.

In the fourth quarter of fiscal 2025, the Company recorded an immaterial adjustment of $ 5.6 million to increase the previously recognized non-cash goodwill impairment charge.

The adjustment was the result of a change in the estimated allocation of the impairment charge between goodwill that is deductible and non-deductible for tax purposes.

During the fourth quarter of fiscal year 2025, the Company performed a Step 0 analysis for its goodwill and its indefinite-lived intangible assets, and determined that it was not “more likely than not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.

Additional Goodwill and Indefinite-Lived Intangible Asset Considerations

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors.

Estimating the fair value of goodwill and indefinite-lived intangible assets requires the Company to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions.

These assumptions and estimates include estimated future annual net cash flows, income tax considerations, discount rates, long-term growth rates, royalty rates, and other market factors.

If current expectations of future growth rates and margins are not met, if market factors outside of our control change, such as discount rates, market capitalization, income tax rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then goodwill or indefinite-lived intangible assets might become impaired in the future.

As described above, goodwill for the Company’s Consumer Floral & Gifts reporting unit and the Company’s Personalization Mall tradename were impaired during the quarter ended March 30, 2025 and were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the impairment test date, resulting in a risk of future impairments if any assumptions (including changes in segments), estimates, or market factors change in the future.

The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036.

While most lease agreements are of a long-term nature (over a year), the Company also enters into short-term leases, primarily for seasonal needs.

Lease agreements may contain renewal options and rent escalation clauses and require the Company to pay real estate taxes, insurance, common area maintenance and operating expenses applicable to the leased properties.

The Company accounts for its leases in accordance with ASC 842.

At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time, by assessing whether the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset.

At the lease commencement date, the Company determines if a lease should be classified as an operating or a finance lease (the Company currently has no finance leases) and recognizes a corresponding lease liability and a right-of-use asset on its consolidated balance sheet.

The lease liability is initially and subsequently measured as the present value of the remaining fixed minimum rental payments (including base rent and fixed common area maintenance) using discount rates as of the commencement date.

Variable payments (including most utilities, real estate taxes, insurance and variable common area maintenance) are expensed as incurred.

Further, the Company elected a short-term lease exception policy, permitting it to not apply the recognition requirements of this standard to short-term leases (i.e.

leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets.

The right-of-use asset is initially and subsequently measured at the carrying amount of the lease liability adjusted for any prepaid or accrued lease payments, remaining balance of lease incentives received, unamortized initial direct costs, or impairment charges relating to the right-of-use asset.

Right-of-use assets are assessed for impairment using the long-lived assets impairment guidance.

The discount rate used to determine the present value of lease payments is the Company’s estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the Company generally cannot determine the interest rate implicit in the lease.

The Company recognizes expense for its operating leases on a straight-line basis over the lease term.

As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced.

Renewal option periods are included in the measurement of lease liability, where the exercise is reasonably certain to occur.

Key estimates and judgments in accounting for leases include how the Company determines:

(1) lease payments, (2) lease term, and (3) the discount rate used in calculating the lease liability.

Additional information related to the Company's leases is as follows:

June 29, 2025 June 30, 2024

(in thousands)

$ 33,827 $ 33,866

Orchards in production and land improvements

20,604 20,401

Building and building improvements

69,089 67,647

Leasehold improvements

31,289 29,524

Production equipment

131,664 125,297

Furniture and fixtures

Computer and telecommunication equipment

42,159 41,859

176,160 181,085

Capital projects in progress

23,172 18,205

Property, plant and equipment, gross

537,289 526,986

Accumulated depreciation and amortization

( 313,500 ) ( 292,417 )

Property, plant and equipment, net

Operating lease costs $ 23,993 $ 22,775

Variable lease costs 26,924 26,326

Short-term lease cost 3,920 4,144

Sublease income ( 830 ) ( 999 )

Total lease costs $ 54,007 $ 52,246

June 29, 2025 June 30, 2024

(in thousands)

Cash paid for amounts included in measurement of operating lease liabilities $ 24,359 $ 22,699

Right-of-use assets obtained in exchange for new operating lease liabilities $ 12,052 $ 6,799

June 29, 2025 June 30, 2024

Weighted-average remaining lease term - operating leases (in years) 7.4 7.9

Weighted-discount rate - operating leases 4.7 % 4.3 %

Maturities of lease liabilities in accordance with ASC 842 as of June 29, 2025 and reconciliation to the consolidated balance sheet are as follows (in thousands):

2026 $ 20,910

Depreciation expense for the years ended June 30, 2024 , July 2, 2023 , and July 3, 2022 was $ 49.3 million, $ 49.5 million, and $ 45.2 million, respectively.

Thereafter 44,885

Total future minimum lease payments 137,436

Imputed remaining interest 21,874

Total operating lease liabilities 115,562

Current portion of long-term operating lease liabilities 15,918

Long-term operating lease liabilities $ 99,644

Accrued Expenses

Accrued expenses consisted of the following:

June 30, 2024

Accrued expenses consists of the following:

June 29, 2025 June 30, 2024

(in thousands)

Payroll and employee benefits $ 23,385 $ 29,954

$ 29,954 $ 33,927

Deferred revenue 23,710 25,009

25,009 30,811

Accrued marketing expenses 11,116 10,709

10,709 13,679

Accrued florist payout 9,615 9,526

Accrued purchases 12,438 15,338

15,338 18,351

30,767 31,709

Other 29,623 30,767

Accrued expenses $ 109,887 $ 121,303

$ 121,303 $ 141,914

Long-Term Debt

The Company’s current and long-term debt consists of the following:

June 30, 2024

Long-Term Debt, Net

The Company’s current and long-term debt, net consists of the following:

June 29, 2025 June 30, 2024

(in thousands)

Revolving credit facility $ - $ -

Term loan 160,000 190,000

190,000 200,000

Deferred financing costs ( 4,236 ) ( 2,887 )

( 2,887 ) ( 3,609 )

187,113 196,391

Total debt 155,764 187,113

current maturities of long-term debt 21,000 10,000

10,000 10,000

Long-term debt, net $ 134,764 $ 177,113

$ 177,113 $ 186,391

On May 31, 2019, the Company and certain of its U.S.

subsidiaries entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with JPMorgan Chase Bank, N.A.

as administrative agent, and a group of lenders.

The 2019 Credit Agreement amended and restated the Company’s existing amended and restated credit agreement dated as of December 23, 2016 to, among other modifications:

(i) increase the amount of the outstanding term loan (“Term Loan”) from approximately $ 97 million to $ 100 million, (ii) extend the maturity date of the outstanding Term Loan and the revolving credit facility (“Revolver”) by approximately 29 months to May 31, 2024, and (iii) decrease the applicable interest rate margins for LIBOR and base rate loans by 25 basis points.

The Term Loan was payable in 19 quarterly installments of principal and interest beginning on September 29, 2019, with escalating principal payments, at the rate of 5.0 % per annum for the first eight payments, and 10.0 % per annum for the remaining 11 payments, with the remaining balance of $ 62.5 million due upon maturity.

The Revolver, in the aggregate amount of $ 200 million, subject to seasonal reduction to an aggregate amount of $ 100 million for the period from January 1 through August 1, was able to be used for working capital and general corporate purposes, subject to certain restrictions.

For each borrowing under the Existing Credit Agreement (as defined below), the Company was able to elect that such borrowing bear interest at an annual rate equal to either:

( 1 ) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5 %, and (c) a LIBOR rate plus 1 %, or ( 2 ) an adjusted LIBOR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio.

On August 20, 2020, the Company, the Subsidiary Guarantors, JPMorgan Chase Bank, N.A.

as administrative agent, and a group of lenders entered into a First Amendment (the “First Amendment”) to the 2019 Credit Agreement.

The First Amendment amended the 2019 Credit Agreement to, among other modifications:

(i) increase the aggregate principal amount of the existing Revolver commitments from $ 200.0 million to $ 250.0 million, (ii) establish a new tranche of term A- 1 loans in an aggregate principal amount of $ 100.0 million (the “2020 Term Loan”), (iii) increase the working capital sublimit with respect to the Revolver from $ 175.0 million to $ 200.0 million, and (iv) increase the seasonally-reduced Revolver commitments from $ 100.0 million to $ 125.0 million for the period from January 1 through August 1 for each fiscal year of the Company.

The 2020 Term Loan was payable in 15 quarterly installments of principal and interest beginning on September 27, 2020, with escalating principal payments, at the rate of 5.0 % per annum for the first four payments, and 10.0 % per annum for the remaining 11 payments, with the remaining balance of $ 67.5 million due upon maturity on May 31, 2024.

On November 8, 2021, the Company, certain of its U.S.

subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Second Amendment (the “Second Amendment”) to the 2019 Credit Agreement.

The Second Amendment amended the 2019 Credit Agreement to, among other modifications, decrease the interest margins and LIBOR floor applicable to the 2020 Term Loan.

On August 29, 2022, the Company, certain of its U.S.

subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Third Amendment (the “Third Amendment”) to the 2019 Credit Agreement.

The Third Amendment amended the 2019 Credit Agreement (the 2019 Credit Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment, the “Existing Credit Agreement”) to modify certain financial covenants.

On June 27, 2023, the Company, certain of its U.S.

subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent entered into a Third Amended and Restated Credit Agreement (the “Third Amended Credit Agreement”) to, among other modifications:

(i) increase the amount of the outstanding term loan from approximately $ 150 million to $ 200 million, (ii) decrease the amount of the commitments in respect of the revolving credit facility from $ 250 million to $ 225 million, (iii) extend the maturity date of the outstanding term loan and the revolving credit facilities by approximately 48 months to June 27, 2028, and (iv) increase the applicable interest rate margins for SOFR and base rate loans by 25 basis points.

For each borrowing under the Third Amended Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either:

( 1 ) a base rate plus an applicable margin varying based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5 %, and (c) an adjusted SOFR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio.

subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Third Amended and Restated Credit Agreement (the “Third Restated Credit Agreement”).

The Third Restated Credit Agreement amended and restated the Company’s Second Amended and Restated Credit Agreement, dated as of May 31, 2019 (as amended by the First Amendment, dated as of August 20, 2020, the Second Amendment, dated as of November 8, 2021, and the Third Amendment, dated as of August 29, 2022).

The Third Restated Credit Agreement, among other modifications:

(i) increased the amount of the outstanding term loan (“Term Loan”) to $ 200.0 million, (ii) decreased the amount of the commitments in respect of the revolving credit facility to $ 225.0 million, subject to a seasonal reduction to an aggregate amount of $ 125.0 million for the period from January 1 to August 1 of each year, (iii) extended the maturity date of the outstanding Term Loan and the revolving credit facility to June 27, 2028, and (iv) increased the applicable interest rate margins for SOFR and base rate loans by 25 basis points.

On January 28, 2025, the Company, certain of its U.S.

subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a First Amendment (the “First Amendment”) to the Third Restated Credit Agreement.

The First Amendment amended the Third Restated Credit Agreement (the Third Restated Credit Agreement, as amended by the First Amendment, the “Amended Third Restated Credit Agreement”) by, among other modifications, (i) revising the definition of “Consolidated EBITDA” to (x) provide that extraordinary, unusual or non-recurring cash expenses or losses may be added back to Consolidated Net Income in the calculation of Consolidated EBITDA, (y) clarify that expenses or losses in connection with the implementation or integration of operational systems, information technology or similar upgrades are deemed to constitute extraordinary, unusual or non-recurring expenses or losses, and (z) include an additional add-back to Consolidated EBITDA for the amount of any restructuring charge, accrual, reserve (and increases to existing reserves) or expense, (ii) clarifying the application of optional prepayments of Term Loans under the Amended Third Restated Credit Agreement toward scheduled principal payments of such Term Loans, and (iii) revising the definition of “Consolidated Fixed Charges” to clarify that applicable scheduled principal payments of indebtedness are included in Consolidated Fixed Charges only to the extent not offset by the application of prepayments of such indebtedness.

On May 6, 2025 (the “Effective Date”), the Company, certain of its U.S.

subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Second Amendment (the “Second Amendment”) to the Third Restated Credit Agreement.

The Second Amendment amended the Amended Third Restated Credit Agreement (the Amended Third Restated Credit Agreement, as amended by the Second Amendment, the “Existing Credit Agreement”) by, among other modifications, (i) replacing the financial covenants set forth therein with a minimum liquidity financial covenant until the end of the Company’s fiscal quarter ending December 27, 2026, (ii) decreasing the minimum fixed charge coverage ratio and increasing the maximum leverage ratio, in each case, required to be maintained by the Company for the period consisting of the fiscal quarter ending December 27, 2026 through the fiscal quarter ending March 28, 2027 (the period from the Effective Date through March 28, 2027, during which the foregoing modifications are in effect, the “Applicable Period”), (iii) increasing the (x) applicable interest rate margins for SOFR and base rate loans to 350 and 250 basis points, respectively and (y) the applicable commitment fee in respect of undrawn commitments under the revolving credit facility to 50 basis points, in each case, during the period (such period, the “Affected Period”) from the Effective Date until the date the Company has (x) demonstrated compliance with the financial covenants as in effect under the Amended Third Restated Credit Agreement and (y) if applicable, elected to exit the Applicable Period, (iv) decreasing the amount of the commitments in respect of the revolving credit facility to $ 205.0 million, subject to a seasonal reduction to an aggregate amount of $ 125.0 million (or, during the Affected Period, $ 50.0 million) for the period from January 1 to July 1 of each year, and (v) imposing, during the Affected Period, additional conditions to borrowing under the revolving credit facility and additional prepayment obligations with respect to the revolving credit facility and the Term Loan.

For each borrowing under the Existing Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either:

(1) a base rate plus an applicable margin varying (other than during the Affected Period) based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5 %, and (c) an adjusted SOFR rate for a one-month interest period plus 1 %, or (2) an adjusted SOFR rate plus an applicable margin varying (other than during the Affected Period) based on the Company’s consolidated leverage ratio.

The adjusted SOFR rate includes a credit spread adjustment of 0.1 % for all interest periods.

The Third Amended Credit Agreement requires that while any borrowings or commitments are outstanding the Company comply with certain financial covenants and affirmative covenants as well as certain negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments and make certain restricted payments.

The effective interest rate as of June 29, 2025 related to the Company's outstanding borrowings was 7.9 %.

The principal of the Term Loan is payable under the Existing Credit Agreement at a rate of $ 2.5 million for the first 7 quarterly installments beginning on September 29, 2023.

During the three months ended December 29, 2024, the Company elected to optionally pay down $ 25.0 million against the outstanding Term Loan balance.

This payment was applied toward the foregoing installment payments required to be made prior to the Effective Date in direct order of maturity.

Pursuant to the Second Amendment, the principal of the Term Loan will be subject to a quarterly payment of $ 3.0 million, commencing on September 26, 2025 , increasing to a quarterly payment of $ 6.0 million for the next 10 payments, with the remaining balance of $ 97.0 million due upon maturity on June 27, 2028 .

Future principal Term Loan payments under the Credit Agreement are as follows:

$ 21.0 million – fiscal 2026 , $ 24.0 million – fiscal 2027 , and $ 115.0 million – fiscal 2028 .

The Existing Credit Agreement requires that, while any borrowings or commitments are outstanding, the Company comply with certain financial covenants and certain affirmative covenants and negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments, make certain restricted payments and, during the Affected Period, hold cash deposits in accounts not maintained with lenders under the Existing Credit Agreement or their affiliates.

The Company was in compliance with these covenants as of June 29, 2025.

The Third Amended Credit Agreement is secured by substantially all of the assets of the Company.

Future principal term loan payments under the Third Amended Credit Agreement are as follows:

$ 10.0 million – Fiscal 2025, $ 20.0 million – Fiscal 2026, $ 20.0 million – Fiscal 2027, and $ 140.0 million – Fiscal 2028.

The Existing Credit Agreement is secured by substantially all of the assets of the Company.

Fair Value Measurements

9 unchanged sentences

The three levels of the fair value hierarchy under the guidance are described below:

Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 1 Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table presents by level, within the fair value hierarchy, financial assets and liabilities measured at fair value on a recurring basis:

Fair Value Measurements

Value Fair Value Measurements

Assets (Liabilities)

Level 1 Level 2 Level 3

(in thousands)

2 unchanged sentences

$ 38,370 $ 38,370 $ - $ -

$ 32,805 $ 32,805 $ - $ -

Assets (liabilities) as of July 2, 2023:

Assets (liabilities) as of June 30, 2024:

Trading securities held in a “rabbi trust” (1) $ 32,805 $ 32,805 $ - $ -

$ 32,805 $ 32,805 $ - $ -

$ 22,617 $ 22,617 $ - $ -

(1) The Company has established a NQDC Plan for certain members of senior management.

2 unchanged sentences

Significant components of the income tax provision are as follows:

June 30, 2024

June 29, 2025 June 30, 2024 July 2, 2023

(in thousands)

Current provision (benefit):

$ 11,774 $ 976 $ ( 1,676 )

161 1,572 1,589

Current income tax expense (benefit)

11,935 2,548 ( 87 )

Federal $ ( 1,942 ) $ 11,774 $ 976

State 1,125 161 1,572

Foreign 176 — —

Current income tax (benefit) expense ( 641 ) 11,935 2,548

Deferred provision (benefit):

( 14,246 ) ( 3,145 ) 2,679

2,514 ( 1,463 ) ( 1,100 )

Deferred income tax expense (benefit)

( 11,732 ) ( 4,608 ) 1,579

Income tax expense (benefit)

$ 203 $ ( 2,060 ) $ 1,492

Federal ( 12,880 ) ( 14,246 ) ( 3,145 )

State 131 2,514 ( 1,463 )

Foreign 26 — —

Deferred income tax benefit ( 12,723 ) ( 11,732 ) ( 4,608 )

Income tax (benefit) expense $ ( 13,364 ) $ 203 $ ( 2,060 )

A reconciliation of the U.S.

federal statutory tax rate to the Company’s effective tax rate is as follows:

June 30, 2024

June 29, 2025 June 30, 2024 July 2, 2023

statutory rates 21.0 % 21.0 % 21.0 %

21.0 % 21.0 % 21.0 %

State income taxes, net of federal tax benefit 3.4 ( 8.1 ) ( 0.2 )

( 8.1 ) ( 0.2 ) 4.2

Capital loss expiration

Non-deductible impairment charge ( 1.4 ) - ( 16.8 )

Valuation allowance change ( 16.8 ) ( 28.5 ) ( 0.2 )

( 28.5 ) ( 0.2 ) ( 19.8 )

Non-deductible compensation ( 0.1 ) ( 0.6 ) ( 2.1 )

( 0.6 ) ( 2.1 ) 5.3

Excess tax benefit/shortfalls from stock-based compensation ( 0.2 ) ( 11.9 ) ( 1.7 )

( 11.9 ) ( 1.7 ) ( 16.1 )

16.9 2.7 ( 3.9 )

Tax credits 0.3 16.9 2.7

Enhanced deductions - 11.8 2.6

11.8 2.6 ( 2.1 )

( 4.0 ) ( 0.9 ) 0.7

Other, net 0.1 ( 4.0 ) ( 0.9 )

Effective tax rate 6.3 % ( 3.4 %) 4.4 %

( 3.4 )% 4.4 % 4.8 %

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The significant components of the Company's deferred income tax assets (liabilities) are as follows:

June 30, 2024

June 29, 2025 June 30, 2024

(in thousands)

1 unchanged sentence

Loss and carryforwards $ 17,508 $ 8,096

$ 8,096 $ 13,598

Accrued expenses and reserves 4,949 3,146

Inventory 4,366 5,417

Stock-based compensation 2,613 1,767

1 unchanged sentence

Operating lease liability 29,002 30,763

30,763 33,186

Other intangibles 20,604 —

Gross deferred income tax assets 86,284 56,004

56,004 59,888

Valuation allowance ( 40,581 ) ( 4,868 )

( 4,868 ) ( 3,182 )

Deferred tax assets, net 45,703 51,136

51,136 56,706

Deferred income tax liabilities:

Other intangibles — ( 10,693 )

( 10,693 ) ( 14,916 )

Tax in excess of book depreciation ( 25,409 ) ( 31,206 )

( 31,206 ) ( 41,826 )

Operating lease right-of-use asset ( 26,973 ) ( 28,639 )

( 28,639 ) ( 31,098 )

Deferred tax liabilities ( 52,382 ) ( 70,538 )

( 70,538 ) ( 87,840 )

Net deferred income tax liabilities $ ( 6,679 ) $ ( 19,402 )

$ ( 19,402 ) $ ( 31,134 )

At June 30, 2024 , the Company’s federal enhanced deduction and carryforwards were $ 3.6 million, tax effected, which if not utilized will begin to expire in 2027.

At June 30, 2024 , the Company’s state and foreign net operating loss carryforwards were $ 2.9 million and $ 1.3 million, tax effected, respectively, which if not utilized will begin to expire in Fiscal 2025 and Fiscal 2034, respectively.

At June 29, 2025, the Company had $ 22.0 million of indefinite lived federal net operating losses, $ 110.4 million of state net operating loss carryforwards, some of which will begin to expire in fiscal 2026 to the extent not utilized and $ 5.4 million of foreign net operating loss carryforwards, which will begin to expire in fiscal 2034 if not utilized.

At June 29, 2025, the Company’s federal charitable contribution carryforwards were $ 21.9 million, which will begin to expire in fiscal 2027 if not utilized.

At June 29, 2025, the Company’s research and development and work opportunity credit carryforwards were $ 0.6 million and $ 0.1 million, respectively, which will both begin to expire in fiscal 2045 if not utilized.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized.

3 unchanged sentences

Deferred tax assets are reduced by a valuation allowance if, based on the weight of this evidence, it is more likely than not that all or a portion of the recorded deferred tax assets will not be realized in future periods.

During Fiscal 2024, the Company recorded valuation allowances of $ 1.7 million relating to certain state and foreign jurisdictions and concluded no further valuation allowances were necessary despite a three -year cumulative loss.

This is based on a detailed analysis of future taxable income, with a particular focus on the scheduling of temporary differences that are expected to reverse in periods where the Company anticipates taxable income.

Specifically, the timing and amount of future reversals of deferred tax liabilities are expected to fully offset the Company’s deferred tax assets, allowing it to realize their value without relying on additional sources of taxable income.

At June 30, 2024 and July 2, 2023, the Company had valuation allowances of approximately $ 4.9 million and $ 3.2 million, respectively, primarily related to certain state and foreign net operating losses.

During fiscal 2025, the Company completed a detailed analysis of future taxable income, focused on the scheduling of temporary differences that are expected to reverse in periods where the Company anticipates taxable income.

Due to the goodwill and intangible impairment charge recorded during fiscal 2025, deferred tax liabilities were reduced to an amount whereby the lack of sufficient reversing taxable temporary differences is significant evidence considered by the Company in recording a $ 35.9 million valuation allowance.

At the time of the impairment, the Company was in a three-year cumulative loss position and had not identified any tax planning strategies to support the deferred tax asset realizability.

Additionally, the impairment charge reduced previously available deferred tax liabilities that had supported the realization of deferred tax assets.

During fiscal 2024, the Company recorded valuation allowances of $ 1.7 million relating to certain state and foreign jurisdictions.

As of June 30, 2024, the Company had valuation allowances of $ 4.9 million primarily related to certain state and foreign net operating losses.

The Company files income tax returns in the U.S.

federal jurisdiction, various state jurisdictions, and various foreign countries.

The Company’s last completed U.S.

federal examination was for Fiscal 2018.

Fiscal 2022, fiscal 2023, and fiscal 2024 remain subject to U.S.

3 unchanged sentences

The Company's foreign income tax filings from fiscal 2018 forward are open for examination by its respective foreign tax authorities, mainly Canada and Brazil.

The Company is not currently under examination by federal, state or foreign taxing jurisdictions.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

At June 30, 2024 , the Company has an unrecognized tax benefit, including accrued interest and penalties, of approximately $ 3.2 million all of which if fully recognized would impact our effective tax rate.

At June 29, 2025, the Company has an unrecognized tax benefit, including accrued interest and penalties, included within the “Other liabilities” line item in the consolidated balance sheets, of approximately $ 3.4 million all of which if fully recognized would impact our effective tax rate.

The Company believes that $ 0.3 million of the unrecognized tax positions will be resolved over the next twelve months.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

June 30, 2024

June 29, 2025 June 30, 2024 July 2, 2023

(in thousands)

Beginning balance $ 2,780 $ 1,724 $ 1,374

$ 1,724 $ 1,374 $ 1,134

Increases on tax positions for prior years 72 1,100 30

Increases on tax positions for current year 209 387 320

Settlements ( 166 ) - -

Statute of limitation expirations ( 135 ) ( 431 ) -

( 431 ) - ( 29 )

Ending balance $ 2,760 $ 2,780 $ 1,724

$ 2,780 $ 1,724 $ 1,374

Capital Stock

3 unchanged sentences

Each share of Class B common stock will automatically convert into one share of Class A common stock upon its transfer, with limited exceptions.

During Fiscal 2023 and 2022 , 181,393 and 904,000 shares of Class B common stock, respectively, were converted into shares of Class A common stock.

During Fiscal 2024, no shares of Class B common stock were converted into shares of Class A common stock.

During fiscal 2025 and 2024, no shares of Class B common stock were converted into shares of Class A common stock.

During fiscal 2023, 181,393 shares of Class B common stock were converted into shares of Class A common stock.

The Company has a stock repurchase plan through which purchases can be made from time to time in the open market and through privately negotiated transactions, subject to general market conditions.

1 unchanged sentence

On April 22, 2021, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $ 40.0 million.

On February 3, 2022, the Company’s Board of Directors authorized an additional increase to its stock repurchase plan of up to $ 40.0 million.

The Company repurchased a total of $ 10.4 million ( 1,079,415 shares), $ 1.2 million ( 147,479 shares), and $ 38.2 million ( 1,592,555 shares) during the fiscal years ended June 30, 2024 , July 2, 2023 , and July 3, 2022 , respectively, under this program.

In addition, on February 3, 2022, the Company’s Board of Directors authorized an additional increase to its stock repurchase plan of up to $ 40.0 million.

The Company repurchased a total of $ 10.2 million ( 1,274,559 shares), $ 10.4 million ( 1,079,415 shares), and $ 1.2 million ( 147,479 shares) during the fiscal years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively, under this program.

Included in the repurchase is stock withheld to cover required employee withholdings, upon vesting of restricted stock awards.

6 unchanged sentences

The amounts of stock-based compensation expense recognized within operating income (1) in the periods presented are as follows:

June 30, 2024

June 29, 2025 June 30, 2024 July 2, 2023

(in thousands)

Stock options $ 4,729 $ 4,422 $ 2,536

$ 4,422 $ 2,536 $ ( 41 )

Restricted stock awards 7,162 6,266 5,798

6,266 5,798 7,988

10,688 8,334 7,947

Deferred income tax benefit

2,571 2,042 1,943

Stock-based compensation expense, net

$ 8,117 $ 6,292 $ 6,004

Stock-based compensation expense has not been allocated between business segments, but is reflected as part of Corporate overhead (See Note 15 - Business Segments for details).

Total 11,891 10,688 8,334

(1) Stock-based compensation expense has not been allocated among business segments, but is reflected as part of Corporate overhead (See Note 17 - Business Segments for details).

Stock-based compensation expense is recorded within the following line items of operating expenses:

June 30, 2024

June 29, 2025 June 30, 2024 July 2, 2023

(in thousands)

Marketing and sales $ 5,470 $ 4,916 $ 3,818

$ 4,916 $ 3,818 $ 3,414

Technology and development 951 855 698

General and administrative 5,470 4,917 3,818

4,917 3,818 4,214

$ 10,688 $ 8,334 $ 7,947

Total $ 11,891 $ 10,688 $ 8,334

Stock Options

The weighted average fair value of stock options on the date of grant, and the assumptions used to estimate the fair value of the stock options using the Black-Scholes option valuation model, were as follows:

June 30, 2024

July 3, 2022 (1)

June 29, 2025 June 30, 2024 July 2, 2023

Weighted average fair value of options granted $ 3.25 $ 6.09 $ 5.13

$ 6.09 $ 5.13 n/a

Expected volatility 58 % 56 % 52 %

56 % 52 % n/a

Expected life (in years) 7 7 7.5

Risk-free interest rate 4.3 % 3.9 % 4.3 %

3.9 % 4.3 % n/a

Expected dividend yield — % — % — %

( 1 ) No options were granted during the fiscal year ended July 3, 2022.

The expected volatility of the option is determined using historical volatilities based on historical stock prices.

4 unchanged sentences

The following table summarizes stock option activity during the year ended June 29, 2025:

(in thousands)

Options Weighted

Price Weighted

Term Aggregate

(in years) (in thousands)

Outstanding beginning of period 3,185,537 $ 9.07

2,285,608 $ 8.59

1,000,000 $ 10.13

( 38,240 ) $ 8.59

Granted 460,972 $ 5.24

Exercised ( 32,743 ) $ 8.59

Forfeited/Expired ( 284,048 ) $ 8.59

( 61,831 ) $ 8.59

Outstanding end of period 3,329,718 $ 8.59 7.93 $ —

3,185,537 $ 9.07 8.34 $ 2,033

Exercisable at June 29, 2025 1,497,253 $ 8.80 7.28 $ —

707,806 $ 8.59 7.80 $ 658

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of fiscal 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 29, 2025.

This amount changes based on the fair market value of the Company’s stock.

The total intrinsic value of options exercised during the years ended June 30, 2024, July 2, 2023, July 3, 2022, were $ 0.1 million, $ 0.0 million, and $ 9.2 million , respectively.

The following table summarizes information about stock options outstanding at June 30, 2024 :

Options Outstanding

Options Exercisable

Contractual Life

Exercise Price

$ 8.59 2,185,537 7.8 $ 8.59 707,806 $ 8.59

$ 10.13 1,000,000 9.5 $ 10.13 - $ -

3,185,537 8.3 $ 9.07 707,806 $ 8.59

The total intrinsic value of options exercised during the years ended June 29, 2025, June 30, 2024, and July 2, 2023, were $ 0.0 million, $ 0.1 million, and $ 0.0 million, respectively.

As of June 29, 2025, the total future compensation cost related to non-vested options not yet recognized in the statement of operations was $ 6.7 million and the weighted average period over which these awards are expected to be recognized was 2.6 years.

2 unchanged sentences

The following table summarizes the activity of non-vested restricted stock during the year ended June 29, 2025:

Shares Weighted

Non-vested – beginning of period 1,704,449 $ 12.09

1,231,634 $ 15.01

1,396,457 $ 10.02

( 480,708 ) $ 15.22

( 442,934 ) $ 10.26

Granted 1,839,476 $ 7.74

Vested ( 645,090 ) $ 10.56

Forfeited ( 788,179 ) $ 8.86

Non-vested - end of period 2,110,656 $ 9.98

1,704,449 $ 12.09

The fair value of shares vested was $ 5.0 million, $ 4.2 million, and $ 3.2 million during fiscal 2025, 2024, and 2023, respectively.

The fair value of non-vested shares is determined based on the closing stock price on the grant date.

4 unchanged sentences

Participants may elect to make voluntary contributions to the 401(k) plan in amounts not exceeding federal guidelines.

On an annual basis, the Company, as determined by its Board of Directors, may make certain discretionary contributions.

On an annual basis, the

Company, as determined by its Board of Directors, may make certain discretionary contributions.

Employees are vested in the Company's contributions based upon years of service.

4 unchanged sentences

Distributions will be made to participants upon termination of employment or death in a lump sum, unless installments are selected by the participant.

As of June 30, 2024 and July 2, 2023 , these plan liabilities, which are included in “Other liabilities” within the Company’s consolidated balance sheets, totaled $ 32.8 million and $ 22.6 million, respectively.

As of June 29, 2025 and June 30, 2024, these plan liabilities, which are included in “Other liabilities” within the Company’s consolidated balance sheets, totaled $ 38.4 million and $ 32.8 million, respectively.

The associated plan assets, which are subject to the claims of the creditors, are primarily invested in mutual funds and are included in “Other assets” within the Company’s consolidated balance sheets.

The gains (losses) on these investments, which were $ 6.9 million, ($ 0.8 million), and ($ 3.6 million), for the years ended June 30, 2024 , July 2, 2023 , and July 3, 2022 , respectively, are included in “Other expense (income), net", with a corresponding offset in "General and administrative" expenses, within the Company’s consolidated statements of operations.

The gains (losses) on these investments, which were $ 5.4 million, $ 6.9 million, and ($ 0.8 million), for the years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively, are included in “Other expense (income), net", with a corresponding offset in "General and administrative" expenses, within the Company’s consolidated statements of operations.

Commitments and Contingencies

Other Commitments

The Company’s purchase commitments consist primarily of inventory, equipment and technology (hardware and software) purchase orders made in the ordinary course of business, most of which have terms less than one year.

As of June 29, 2025, the Company had fixed and determinable off-balance sheet purchase commitments with remaining terms in excess of one year of approxima tely $ 21.2 million , primarily related to the Company’s technology infrastructure and inventory commitments.

The Company had approximately $ 1.9 million and $ 1.5 million in unused stand-by letters of credit as of June 29, 2025 and June 30, 2024, respectively.

There are various claims, lawsuits, and pending actions against the Company and its subsidiaries incident to the operations of its businesses.

It is the opinion of management, after consultation with counsel, that the final resolution of such claims, lawsuits and pending actions will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

Business Segments

The Company’s management reviews the results of the Company’s operations by the following three business segments:

Consumer Floral & Gifts,

BloomNet, and

Gourmet Foods & Gift Baskets

Segment performance is measured based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments.

As such, management’s measure of profitability for these segments does not include the effect of corporate overhead (see (a) below), nor does it include depreciation and amortization, other expense (income), net and income taxes, or stock-based compensation, which are included within corporate overhead.

Assets and liabilities are reviewed at the consolidated level by management and not accounted for by segment.

June 30, 2024

(in thousands)

Segment Net revenues:

Consumer Floral & Gifts

$ 849,791 $ 920,510 $ 1,059,570

107,802 133,183 145,702

Gourmet Foods & Gift Baskets

874,262 965,191 1,004,272

The Company has determined it has three business segments, Consumer Floral & Gifts, BloomNet, and Gourmet Foods & Gift Baskets.

These segments align with how operating results are reviewed by the Company's Chief Executive Officer, as Chief Operating Decision Maker to manage the business, assess performance and allocate resources, and further aligns with our product offerings.

• Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization Mall®, Things Remembered® and Alice’s Table brands®, derives revenue from the sale of consumer floral products and gifts through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise operations.

• BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service offerings.

• Gourmet Foods & Gift Baskets – this segment includes the operations of Harry & David®, Wolferman’s Bakery®, Cheryl’s Cookies®, The Popcorn Factory®, 1-800-Baskets.com®/DesignPac®, Shari’s Berries®, Vital Choice®, and since July 1, 2024, Scharffen Berger®.

Revenue is derived from the sale of gourmet fruits, cookies, baked gifts, premium chocolates and confections, gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish, through the Company’s e-commerce sales channels (telephonic and online sales) and company-owned and operated retail stores under the Harry & David and Cheryl’s Cookies brand names, as well as wholesale operations.

The accounting policies of the segments are the same as those described in Note 2 - Significant Accounting Policies .

The Company evaluates performance for all of its reportable segments based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments.

This information is used by the Chief Executive Officer to measure segment profitability, allocate resources, and make budgeting and forecasting decisions about the reportable segments.

The Chief Executive Officer also uses this measure to monitor trends in year-over-year performance and to compare actual results to the Company's budget and forecasts.

Management’s measure of profitability for these segments does not include the effect of corporate overhead (see (c) below), nor does it include depreciation and amortization, other expense (income), net and income taxes, or stock-based compensation, which are included within corporate overhead.

Sales, cost of revenues, and operating expenses are also provided to the Chief Executive Officer.

No asset information is provided for the reportable segments as this information is reviewed at the consolidated level by management and not by segment.

Year Ended June 29, 2025

Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total

Net revenues $ 776,781 $ 98,707 $ 810,941 $ 1,686,429

Corporate 333

Intercompany eliminations ( 1,104 )

( 1,230 ) ( 1,406 ) ( 1,860 )

Total net revenues

$ 1,831,421 $ 2,017,853 $ 2,207,885

Operating Income (Loss)

June 30, 2024

(in thousands)

Net revenues 1,685,658

Cost of revenues (excludes depreciation and amortization) (a) 471,273 50,793 512,889

Marketing and sales 236,609 14,518 220,649

Other segment items (b) 163,519 4,349 30,410

Segment contribution margin ( 94,620 ) 29,047 46,993 ( 18,580 )

Consumer Floral & Gifts

$ 67,278 $ 95,535 $ 104,319

33,766 37,197 42,515

Gourmet Foods & Gift Baskets

84,508 12,895 62,021

Segment Contribution Margin Subtotal

185,552 145,627 208,855

Corporate (a)

( 133,872 ) ( 126,965 ) ( 117,676 )

Corporate expenses (c) 132,615

Depreciation and amortization 53,618

( 53,752 ) ( 53,673 ) ( 49,078 )

Operating income (loss)

$ ( 2,072 ) $ ( 35,011 ) $ 42,101

Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, as well as stock-based compensation.

Operating loss ( 204,813 )

Interest income ( 3,380 )

Interest expense 15,438

Other (income) expense, net ( 3,514 )

Loss before income taxes ( 213,357 )

Year Ended June 30, 2024

Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total

Net revenues $ 849,791 $ 107,802 $ 874,262 $ 1,831,855

Corporate 796

Intercompany eliminations ( 1,230 )

Net revenues 1,831,421

Cost of revenues (excludes depreciation and amortization) (a) 502,840 55,803 539,392

Marketing and sales 241,781 14,583 221,097

Other segment items (b) 37,892 3,650 29,265

Segment contribution margin 67,278 33,766 84,508 185,552

Corporate expenses (c) 133,872

Depreciation and amortization 53,752

Operating loss ( 2,072 )

Interest income ( 6,680 )

Interest expense 17,303

Other (income) expense, net ( 6,793 )

Loss before income taxes ( 5,902 )

Year Ended July 2, 2023

Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total

Net revenues $ 920,510 $ 133,183 $ 965,191 $ 2,018,884

Corporate 375

Intercompany eliminations ( 1,406 )

Net revenues 2,017,853

Cost of revenues (excludes depreciation and amortization) (a) 557,168 76,304 628,427

Marketing and sales 247,491 15,090 232,097

Other segment items (b) 20,316 4,592 91,772

Segment contribution margin 95,535 37,197 12,895 145,627

Corporate expenses (c) 126,965

Depreciation and amortization 53,673

Operating loss ( 35,011 )

Interest income ( 3,104 )

Interest expense 14,050

Other (income) expense, net 805

Loss before income taxes ( 46,762 )

(a) Segment cost of revenues includes the costs related to intercompany sales.

(b) Other segment items include technology and development and general and administrative expenses.

Additionally, the Consumer Floral & Gifts segment includes goodwill and intangible impairment charges of $ 143.8 million and $ 19.8 million for the years ended June 29, 2025 and June 30, 2024, respectively.

Other operating expenses for the Gourmet Foods & Gift Baskets segment also includes a goodwill and intangible impairment charge of $ 64.6 million for the year ended July 2, 2023.

(c) Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive, and stock-based compensation, as well as changes in the fair value of the Company's NQDC Plan.

In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization.

The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above categories based upon usage, are included within corporate expenses as they are not directly allocable to a specific segment.

The costs of these functions are included within corporate expenses as they are not directly allocable to a specific segment.

The following tables represent a disaggregation of revenue from contracts with customers, by channel:

Consumer Floral & Gifts

Gourmet Foods & Gift Baskets

Corporate and Eliminations

Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Corporate and Eliminations Consolidated

2025 June 30,

2023 June 29,

2025 June 30,

2023 June 29,

2025 June 30,

2023 June 29,

2025 June 30,

2023 June 29,

2025 June 30,

(in thousands)

$ 840,569 $ 911,302 $ 1,049,821 $ - $ - $ - $ 773,630 $ 833,320 $ 884,827 $ - $ - $ - $ 1,614,199 $ 1,744,622 $ 1,934,648

9,222 9,208 9,749 107,802 133,183 145,702 100,632 131,871 119,445 ( 434 ) ( 1,031 ) ( 1,659 ) 217,222 273,231 273,237

E-commerce $ 768,631 $ 840,569 $ 911,302 $ - $ - $ - $ 695,814 $ 773,630 $ 833,320 $ - $ - $ - $ 1,464,445 $ 1,614,199 $ 1,744,622

Other 8,150 9,222 9,208 98,707 107,802 133,183 115,127 100,632 131,871 ( 771 ) ( 434 ) ( 1,031 ) 221,213 217,222 273,231

Total net revenues $ 776,781 $ 849,791 $ 920,510 $ 98,707 $ 107,802 $ 133,183 $ 810,941 $ 874,262 $ 965,191 $ ( 771 ) $ ( 434 ) $ ( 1,031 ) $ 1,685,658 $ 1,831,421 $ 2,017,853

$ 849,791 $ 920,510 $ 1,059,570 $ 107,802 $ 133,183 $ 145,702 $ 874,262 $ 965,191 $ 1,004,272 $ ( 434 ) $ ( 1,031 ) $ ( 1,659 ) $ 1,831,421 $ 2,017,853 $ 2,207,885

Other revenues detail

Retail and other 8,150 9,222 9,208 - - - 9,717 9,534 9,751 - - - 17,867 18,756 18,959

9,222 9,208 9,749 - - - 9,534 9,751 10,134 - - - 18,756 18,959 19,883

- - - 42,362 50,075 53,957 91,098 122,120 109,311 - - - 133,460 172,195 163,268

Wholesale - - - 40,830 42,362 50,075 105,410 91,098 122,120 - - - 146,240 133,460 172,195

BloomNet services - - - 57,877 65,440 83,108 - - - - - - 57,877 65,440 83,108

- - - 65,440 83,108 91,745 - - - - - - 65,440 83,108 91,745

- - - - - - - - - 796 375 201 796 375 201

- - - - - - - - - ( 1,230 ) ( 1,406 ) ( 1,860 ) ( 1,230 ) ( 1,406 ) ( 1,860 )

Corporate - - - - - - - - - 333 796 375 333 796 375

Eliminations - - - - - - - - - ( 1,104 ) ( 1,230 ) ( 1,406 ) ( 1,104 ) ( 1,230 ) ( 1,406 )

Total other revenues $ 8,150 $ 9,222 $ 9,208 $ 98,707 $ 107,802 $ 133,183 $ 115,127 $ 100,632 $ 131,871 $ ( 771 ) $ ( 434 ) $ ( 1,031 ) $ 221,213 $ 217,222 $ 273,231

$ 9,222 $ 9,208 $ 9,749 $ 107,802 $ 133,183 $ 145,702 $ 100,632 $ 131,871 $ 119,445 $ ( 434 ) $ ( 1,031 ) $ ( 1,659 ) $ 217,222 $ 273,231 $ 273,237

The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through Fiscal 2036.

While most lease agreements are of a long-term nature (over a year), the Company also enters into short-term leases, primarily for seasonal needs.

The Company accounts for its leases in accordance with ASC 842.

At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time, by assessing whether the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset, and the right to direct the use of the identified asset.