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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2026
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission File No. 0-26841
1-800-FLOWERS.COM, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | 11-3117311 |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
Two Jericho Plaza, Suite 200, Jericho, NY 11753 | (516) 237-6000 |
| (Address of principal executive offices) (Zip code) | (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Class A common stock | FLWS | The Nasdaq Stock Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | |
o Large accelerated filer | ý Accelerated filer |
o Non-accelerated filer | ý Smaller reporting company |
| o Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
The number of shares outstanding of each of the Registrant’s classes of common stock as of October 30, 2026:
| | |
Class A common stock: 37,139,340 |
Class B common stock: 27,068,221 |
1-800-FLOWERS.COM, Inc.
FORM 10-Q
For the quarterly period ended September 27, 2026
TABLE OF CONTENTS
| | | | | | | | |
| | Page |
Part I. | Financial Information | |
Item 1. | Condensed Consolidated Financial Statements | 1 |
| Condensed Consolidated Balance Sheets – September 27, 2026 (Unaudited) and June 28, 2026 | 1 |
| Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) – Three Months Ended September 27, 2026 and September 28, 2025 | 2 |
| Condensed Consolidated Statements of Stockholders' Equity (Unaudited) – Three Months Ended September 27, 2026 and September 28, 2025 | 3 |
| Condensed Consolidated Statements of Cash Flows (Unaudited) – Three Months Ended September 27, 2026 and September 28, 2025 | 4 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 5 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
Item 4. | Controls and Procedures | 33 |
| | |
Part II. | Other Information | 33 |
Item 1. | Legal Proceedings | 33 |
Item 1A. | Risk Factors | 33 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 |
Item 3. | Defaults upon Senior Securities | 34 |
Item 4. | Mine Safety Disclosures | 34 |
Item 5. | Other Information | 34 |
Item 6. | Exhibits | 35 |
| | |
Signatures | 36 |
PART I. – FINANCIAL INFORMATION
ITEM 1. – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except for share data)
| | | | | | | | | | | |
| September 27, 2026 | | June 28, 2026 |
| (unaudited) | | |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 9,402 | | | $ | 11,366 | |
Trade receivables, less allowances for credit losses of $2,474 and $2,287, respectively | 35,097 | | | 20,261 | |
| Inventories | 210,173 | | | 134,989 | |
| Prepaid and other | 36,715 | | | 25,306 | |
| Assets of discontinued operations held for sale | 60,478 | | | 19,518 | |
| Total current assets | 351,865 | | | 211,440 | |
| | | |
| Property, plant and equipment, net | 171,105 | | | 177,860 | |
| Operating lease right-of-use assets | 88,412 | | | 90,619 | |
| Goodwill | 3,071 | | | 3,071 | |
| Trademarks with indefinite lives | 65,473 | | | 65,473 | |
| Other intangibles, net | 1,019 | | | 1,304 | |
| Other assets | 50,191 | | | 47,775 | |
| Assets of discontinued operations held for sale | - | | | 39,450 | |
| Total assets | $ | 731,136 | | | $ | 636,992 | |
| | | |
| Liabilities and Stockholders' Equity | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 75,088 | | | $ | 67,720 | |
| Accrued expenses | 121,369 | | | 116,538 | |
| Current maturities of long-term debt | 185,650 | | | 24,000 | |
| Current portion of long-term operating lease liabilities | 15,184 | | | 15,087 | |
| Liabilities of discontinued operations held for sale | 18,261 | | | 5,870 | |
| Total current liabilities | 415,552 | | | 229,215 | |
| | | |
| Long-term debt, net | 81,614 | | | 112,176 | |
| Long-term operating lease liabilities | 82,048 | | | 84,428 | |
| Deferred tax liabilities, net | 5,999 | | | 5,986 | |
| Other liabilities | 53,026 | | | 50,496 | |
| Liabilities of discontinued operations held for sale | - | | | 11,040 | |
| Total liabilities | 638,239 | | | 493,341 | |
| | | |
Commitments and contingencies (See Note 12) | | | |
| | | |
| Stockholders' equity: | | | |
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued | - | | | - | |
Class A common stock, $0.01 par value, 200,000,000 shares authorized, 60,376,508 and 60,311,976 shares issued at September 27, 2026 and June 28, 2026, respectively | 603 | | | 602 | |
Class B common stock, $0.01 par value, 200,000,000 shares authorized, 32,348,221 shares issued at September 27, 2026 and June 28, 2026 | 323 | | | 323 | |
| Additional paid-in capital | 426,202 | | | 422,528 | |
| Accumulated (deficit) retained earnings | (124,115) | | | (69,780) | |
| Accumulated other comprehensive loss | (98) | | | (98) | |
Treasury stock, at cost, 23,237,168 and 23,209,569 Class A shares at September 27, 2026 and June 28, 2026, respectively, and 5,280,000 Class B shares at September 27, 2026 and June 28, 2026 | (210,018) | | | (209,924) | |
| Total stockholders’ equity | 92,897 | | | 143,651 | |
| Total liabilities and stockholders’ equity | $ | 731,136 | | | $ | 636,992 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except for per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | |
| | September 27, 2026 | | September 28, 2025 | | | | |
| | | | | | | | |
| Net revenues | | $ | 171,351 | | | $ | 192,724 | | | | | |
| Cost of revenues (excludes depreciation and amortization) | | 112,851 | | | 124,620 | | | | | |
| Gross profit | | 58,500 | | | 68,104 | | | | | |
| Operating expenses: | | | | | | | | |
| Marketing and sales | | 50,889 | | | 61,294 | | | | | |
| Technology and development | | 15,151 | | | 13,797 | | | | | |
| General and administrative | | 28,477 | | | 29,327 | | | | | |
| Depreciation and amortization | | 10,482 | | | 10,841 | | | | | |
| | | | | | | | |
| | | | | | | | |
| Total operating expenses | | 104,999 | | | 115,259 | | | | | |
| Operating loss | | (46,499) | | | (47,155) | | | | | |
| Interest income | | (130) | | | (311) | | | | | |
| Interest expense | | 5,442 | | | 4,192 | | | | | |
| Other income, net | | (1,855) | | | (2,338) | | | | | |
| Loss before income taxes | | (49,956) | | | (48,698) | | | | | |
| Income tax expense | | 658 | | | 291 | | | | | |
| Net loss and comprehensive net loss from continuing operations | | $ | (50,614) | | | $ | (48,989) | | | | | |
| Net loss from discontinued operations, net of tax | | (3,721) | | | (3,968) | | | | | |
| Net loss and comprehensive net loss | | $ | (54,335) | | | $ | (52,957) | | | | | |
| | | | | | | | |
| | | | | | | | |
| Basic and diluted net loss per common share from continuing operations | | $ | (0.79) | | | $ | (0.77) | | | | | |
| Basic and diluted net loss per common share from discontinued operations | | (0.06) | | | (0.06) | | | | | |
| Basic and diluted net loss per common share | | $ | (0.85) | | | $ | (0.83) | | | | | |
| | | | | | | | |
| | | | | | | | |
| Basic and diluted weighted average shares used in the calculation of net loss per common share | | 64,187 | | 63,630 | | | | |
See accompanying Notes to Condensed Consolidated Financial Statements.
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 27, 2026 and September 28, 2025 |
| Common Stock | | Additional Paid-in Capital | | Retained Earnings Accumulated (Deficit) | | Accumulated Other Comprehensive Loss | | | | | | Total Stockholders’ Equity |
| Class A | | Class B | | | | | Treasury Stock | |
| Shares | | Amount | | Shares | | Amount | | | | | Shares | | Amount | |
| | | | | | | | | | | | | | | | | | | |
| Balance at June 28, 2026 | 60,311,976 | | $ | 602 | | | 32,348,221 | | $ | 323 | | | $ | 422,528 | | | $ | (69,780) | | | $ | (98) | | | 28,489,569 | | $ | (209,924) | | | $ | 143,651 | |
| Net loss | - | | - | | | - | | - | | | - | | | (54,335) | | | - | | | - | | - | | | (54,335) | |
| Stock-based compensation | 64,532 | | 1 | | | - | | - | | | 3,674 | | | - | | | - | | | - | | - | | | 3,675 | |
| | | | | | | | | | | | | | | | | | | |
| Acquisition of Class A treasury stock | - | | - | | | - | | - | | | - | | | - | | | - | | | 27,599 | | (94) | | | (94) | |
| Balance at September 27, 2026 | 60,376,508 | | $ | 603 | | | 32,348,221 | | $ | 323 | | | $ | 426,202 | | | $ | (124,115) | | | $ | (98) | | | 28,517,168 | | $ | (210,018) | | | $ | 92,897 | |
| | | | | | | | | | | | | | | | | | | |
| 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 | |
| Net loss | - | | - | | | - | | - | | | - | | | (52,957) | | | - | | | - | | - | | | (52,957) | |
| Stock-based compensation | 73,895 | | 1 | | | - | | - | | | 2,311 | | | - | | | - | | | - | | - | | | 2,312 | |
| | | | | | | | | | | | | | | | | | | |
| Acquisition of Class A treasury stock | - | | - | | | - | | - | | | - | | | - | | | - | | | 25,880 | | (129) | | | (129) | |
| Balance at September 28, 2025 | 59,544,423 | | $ | 595 | | | 32,348,221 | | $ | 323 | | | $ | 413,591 | | | $ | 12,028 | | | $ | (140) | | | 28,225,729 | | $ | (208,889) | | | $ | 217,508 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Three Months Ended |
| September 27, 2026 | | September 28, 2025 |
| Operating activities: | | | |
| Net loss | $ | (54,335) | | | $ | (52,957) | |
| Net loss from discontinued operations, net of tax | (3,721) | | | (3,968) | |
| Net loss from continuing operations | (50,614) | | | (48,989) | |
| | | |
| Reconciliation of net loss from continuing operations to net cash used in operating activities from continuing operations: | | | |
| | | |
| Depreciation and amortization | 10,482 | | | 10,841 | |
| Amortization of deferred financing costs | 508 | | | 177 | |
| Deferred income taxes | 13 | | | (232) | |
| Bad debt expense | 78 | | | 4 | |
| Stock-based compensation | 1,449 | | | 2,312 | |
| Other non-cash items | 274 | | | 232 | |
| Changes in operating items: | | | |
| Trade receivables | (14,914) | | | (14,944) | |
| Inventories | (75,184) | | | (82,481) | |
| Prepaid and other | (11,409) | | | (3,116) | |
| Accounts payable and accrued expenses | 13,194 | | | 5,144 | |
| Other assets and liabilities | 39 | | | 113 | |
| Net cash used in operating activities from continuing operations | (126,084) | | | (130,939) | |
| | | |
| Investing activities: | | | |
| | | |
| | | |
| Capital expenditures | (3,716) | | | (5,596) | |
| Net cash used in investing activities from continuing operations | (3,716) | | | (5,596) | |
| | | |
| Financing activities: | | | |
| Acquisition of treasury stock | (94) | | | (129) | |
| | | |
| Proceeds from bank borrowings | 140,000 | | | 110,000 | |
| Repayment of bank borrowings | (6,000) | | | (3,000) | |
| Debt issuance cost | (2,190) | | | - | |
| Net cash provided by financing activities from continuing operations | 131,716 | | | 106,871 | |
| | | |
| Cash flows from discontinued operations: | | | |
| Cash used in operating activities | (3,313) | | | (8,035) | |
| Cash used in investing activities | (567) | | | (1,056) | |
| | | |
| Net cash flows used in discontinued operations | (3,880) | | | (9,091) | |
| | | |
| Net change in cash and cash equivalents | (1,964) | | | (38,755) | |
| Cash and cash equivalents: | | | |
| Beginning of period | 11,366 | | | 46,502 | |
| End of period | $ | 9,402 | | | $ | 7,747 | |
See accompanying Notes to Condensed Consolidated Financial Statements.
1-800-FLOWERS.COM, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1 – Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and Subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three month period ended September 27, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending June 27, 2027. These financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2026.
The Company’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s fiscal second quarter, typically generates over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Mother's Day, Valentine’s Day, Easter, and Administrative Professionals Week, revenues have also historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
Net revenue is measured based on the amount of consideration that the Company expects to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Service and outbound shipping charged to customers are recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude sales and other similar taxes collected from customers.
A description of the Company's principal revenue-generating activities is as follows:
•E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment.
•Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods is transferred to the customer at the point of sale, at which time payment is received.
•Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms are typically 30 days from the date control over the product is transferred to the customer.
•BloomNet® services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet services are typically month-to-month and, as a result, no consideration allocation is necessary across multiple reporting periods. Payment is typically due less than 30 days from the date the services were performed.
See Note 13 - Business segments for additional information on disaggregated revenue.
Discontinued Operations
On September 26, 2026, the Company and PlanetArt, LLC ("Purchaser") entered into an Asset Purchase Agreement (the "Purchase Agreement") related to the sale of certain assets and the assumption of certain liabilities of the Company's Personalization Mall, Things Remembered, and Personalization Universe businesses (collectively, the "Personalization Businesses"). The aggregate sale price was $45.0 million in cash (subject to certain working capital adjustments). The Company and Purchaser consummated the transactions contemplated by the Purchase Agreement on October 19, 2026. As of September 27, 2026, the Company determined that Personalization Businesses met the criteria for classification as held for sale under Accounting Standards Codification (“ASC”) 360. The disposition represented a strategic shift that had a major impact on the Company's operations and financial results and has been accounted for as discontinued operations.
See Note 3 - Discontinued operations for additional information.
Changes in Segments
Historically, the Company had three reportable segments, Consumer Floral & Gifts, BloomNet®, and Gourmet Foods & Gift Baskets. Effective June 29, 2026, the Company reassessed its segment reporting structure to reflect changes in how the Company’s Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), manages the business, assesses performance, and allocates resources in accordance with ASC 280, Segment Reporting. As a result, the Company’s operations were re-organized into the three following reportable segments: E-Commerce, Wholesale and Other, and BloomNet®. The revised segment structure aligns with the manner in which the CODM reviews the Company’s operating results and allocates resources and more closely reflects the Company’s channel strategy.
See Note 13 - Business segments for additional information.
Fire at the Hebron warehouse and distribution facility
On July 29, 2026, a fire occurred at the Company’s Hebron, Ohio facility, resulting in damage to certain property, equipment and inventory. Operations were temporarily interrupted.
The Company maintains insurance coverage for property damage and business interruption and has submitted a claim to its insurance carriers. The Company has already received some recovery amounts from its insurers and is continuing to work with them to finalize the evaluation and settlement of the claim.
See Note 14 - Fire at the Hebron warehouse and distribution facility for additional information.
Deferred Revenues
Deferred revenues are recorded when the Company has received consideration (i.e. advance payment) before satisfying its performance obligations. As such, customer orders are recorded as deferred revenue prior to shipment or rendering of product or services. Deferred revenues primarily relate to e-commerce orders placed, but not shipped, prior to the end of the fiscal period, as well as for subscription programs, including our various food, wine, and plant-of-the-month clubs, and our Celebrations Passport® program.
Our total deferred revenue as of June 28, 2026 was $19.5 million, of which $18.7 million relates to the Company's continuing operations, of which $10.2 million was recognized as revenue during the three months ended September 27, 2026. The deferred revenue balance as of September 27, 2026 for continuing operations was $16.5 million and is included within the “Accrued expenses” line item in the consolidated balance sheets.
Recently Issued Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-12, Codification Improvements. ASU 2025-12 includes changes that clarify, correct errors in or make other minor improvements to a broad range of topics that are intended to make them easier to understand and apply, including ASC 260, Earnings Per Share and ASC 325, Investments – Other. The amendments in ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim reporting periods within those reporting periods, with early adoption permitted. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2025-12 on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal – Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal – Use Software, which amends certain aspects of the accounting and disclosure of software costs under ASC 350-40, Intangibles – Goodwill and Other – Internal – Use Software. ASU 2025-06 replaces the prior “project stage” model and provides a principles-based framework for cost recognition and capitalization, incorporates website development guidance from ASC 350-50, Intangibles — Goodwill and Other — Website Development Costs, into a new internal-use software framework, and clarifies disclosure requirements. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-06 allows for a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach on adoption. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.
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. In January 2025, the FASB issued ASU 2025-01, which amended ASU 2024-03, to clarify its effective date. The amendments are effective for annual reporting periods 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 2 – Net loss per common share
Basic net loss per common share is computed by dividing the net loss during the period by the weighted average number of common shares outstanding during the period. Diluted net loss per common share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.
The following table sets forth the computation of basic and diluted net loss per common share:
| | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | | | |
| | | | | | | |
| (in thousands, except per share data) |
| Numerator: | | | | | | | |
| Net loss from continuing operations | $ | (50,614) | | | $ | (48,989) | | | | | |
| Net loss from discontinued operations, net of tax | (3,721) | | | (3,968) | | | | | |
| Net loss | $ | (54,335) | | | $ | (52,957) | | | | | |
| | | | | | | |
| Denominator: | | | | | | | |
| Weighted average shares outstanding | 64,187 | | | 63,630 | | | | | |
| | | | | | | |
| | | | | | | |
| Adjusted weighted-average shares and assumed conversions | 64,187 | | | 63,630 | | | | | |
| | | | | | | |
| Basic net loss per common share: | | | | | | | |
| Continuing operations | $ | (0.79) | | | $ | (0.77) | | | | | |
| Discontinued operations | (0.06) | | | (0.06) | | | | | |
| Basic net loss per common share | $ | (0.85) | | | $ | (0.83) | | | | | |
| | | | | | | |
| Diluted net loss per common share: | | | | | | | |
| Continuing operations | $ | (0.79) | | | $ | (0.77) | | | | | |
| Discontinued operations | (0.06) | | | (0.06) | | | | | |
| Diluted net loss per common share | $ | (0.85) | | | $ | (0.83) | | | | | |
| | | | | | | |
Note 3 – Discontinued operations
Sale of Personalization Mall, Things Remembered, and Personalization Universe Businesses
On September 26, 2026, the Company and PlanetArt, LLC entered into the Purchase Agreement related to the sale of certain assets and the assumption of certain liabilities of the Company's Personalization Businesses. The aggregate sale price was $45.0 million in cash (subject to certain working capital adjustments). The Company and Purchaser consummated the transactions contemplated by the Purchase Agreement on October 19, 2026 for an estimated preliminary purchase price of $44.7 million with approximately $2.8 million held in escrow.
The Company used a portion of the proceeds from the sale, net of transaction costs, to prepay a portion of the principal amount of term loans outstanding under its credit facility, in accordance with the terms of the Company’s credit facility, as amended. The Company determined that the disposal of the Personalization Businesses represented a strategic shift that had a major effect on the Company’s operations and financial results. As of September 27, 2026, the Company determined that the Personalization Businesses met the criteria for classification as held for sale under Accounting Standards Codification (“ASC”) 360. Accordingly, the operations of the Personalization Businesses are reported as discontinued operations. The Personalization Businesses were previously included within the Company's E-Commerce reportable segment and are excluded from continuing operations for all periods presented.
The following table presents the major classes of the Personalization Businesses line items constituting the "Net loss from discontinued operations, net of tax" in our Consolidated Statements of Operations and Comprehensive Income (Loss):
| | | | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | September 27, 2026 | | September 28, 2025 |
| Net revenues | $ | 19,302 | | | $ | 22,476 | |
| Cost of revenues (excludes depreciation and amortization) | 11,911 | | | 13,818 | |
| Gross profit | 7,391 | | | 8,658 | |
| Operating expenses: | | | |
| Marketing and sales | 7,215 | | | 7,811 | |
| Technology and development | 485 | | | 353 | |
| General and administrative | 1,443 | | | 1,791 | |
| Depreciation and amortization | 1,601 | | | 2,061 | |
| | Total operating expenses | 10,744 | | | 12,016 | |
| Operating loss from discontinued operations | (3,353) | | | (3,358) | |
| | | |
| Interest expense | 417 | | | 429 | |
| Other income, net | (7) | | | (9) | |
| Loss from discontinued operations before income taxes | (3,763) | | | (3,778) | |
| Income tax (benefit) expense | (42) | | | 190 | |
| Net loss from discontinued operations, net of tax | $ | (3,721) | | | $ | (3,968) | |
Assets and liabilities of discontinued operations associated with the Personalization Businesses in the Consolidated Balance Sheets as of September 27, 2026 and June 28, 2026 are included in the following table:
| | | | | | | | | | | | | | | | | |
| | | September 27, 2026 | | June 28, 2026 |
| Assets | | |
| | | | |
| Trade receivables | | $ | 1,208 | | | $ | 1,311 | |
| Inventories | | 20,624 | | | 17,794 | |
| Prepaid and other | | 761 | | | 413 | |
| Total current assets of discontinued operations held for sale (1) | | | | 19,518 | |
| Property, plant and equipment, net | | 15,322 | | | 16,356 | |
| Operating lease right-of-use assets | | 11,886 | | | 12,416 | |
| Trademarks with indefinite lives | | 10,600 | | | 10,600 | |
| Other assets | | 77 | | | 78 | |
| Total noncurrent assets of discontinued operations held for sale (1) | | | | 39,450 | |
| Total assets of discontinued operations held for sale | | $ | 60,478 | | | $ | 58,968 | |
|
| Liabilities | | |
| Accounts payable | | $ | 2,331 | | | $ | 1,243 | |
| Accrued expenses | | 3,215 | | | 2,423 | |
| | |
| Current portion of long-term operating lease liabilities | | 2,258 | | | 2,204 | |
| Total current liabilities of discontinued operations held for sale (1) | | | | 5,870 | |
| | |
| Long-term operating lease liabilities | | 10,457 | | | 11,040 | |
| | | | |
| | | | |
| Total noncurrent liabilities of discontinued operations held for sale (1) | | | | 11,040 | |
| Total liabilities of discontinued operations held for sale | | $ | 18,261 | | | $ | 16,910 | |
| | | | | |
| (1) The assets and liabilities of the Personalization Businesses are classified as current as of September 27, 2026 because it was probable, at that point, that the sale would occur within the next twelve months. |
Note 4 – Inventory
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:
| | | | | | | | | | | |
| September 27, 2026 | | June 28, 2026 |
| | | |
| (in thousands) |
| Finished goods | $ | 133,621 | | | $ | 68,282 | |
| Work-in-process | 18,357 | | | 19,187 | |
| Raw materials | 58,195 | | | 47,520 | |
| Total inventory | $ | 210,173 | | | $ | 134,989 | |
Note 5 – Property, plant and equipment, net
The Company’s property, plant and equipment, net consists of the following:
| | | | | | | | | | | |
| September 27, 2026 | | June 28, 2026 |
| | | |
| (in thousands) |
| Land | $ | 33,307 | | | $ | 33,361 | |
| Orchards in production and land improvements | 21,730 | | | 21,730 | |
| Building and building improvements | 71,146 | | | 70,840 | |
| Leasehold improvements | 14,203 | | | 16,019 | |
| Production equipment | 102,469 | | | 104,626 | |
| Furniture and fixtures | 7,687 | | | 8,816 | |
| Computer and telecommunication equipment | 35,735 | | | 36,187 | |
| Software | 222,804 | | | 221,791 | |
| Capital projects in progress | 7,191 | | | 7,142 | |
| Property, plant and equipment, gross | 516,272 | | | 520,512 | |
| Accumulated depreciation and amortization | (345,167) | | | (342,652) | |
| Property, plant and equipment, net | $ | 171,105 | | | $ | 177,860 | |
Note 6 – Goodwill, trademarks with indefinite lives and other intangibles, net
The following table presents goodwill by business segment:
| | | | | | | | | | | | | | | | | | | | | | | |
| E-Commerce | | Wholesale and Other | | BloomNet | | Total |
| | | | | | | |
| (in thousands) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Balance at June 28, 2026 and September 27, 2026 (1) | $ | 111 | | | $ | - | | | $ | 2,960 | | | $ | 3,071 | |
(1) The total carrying value of goodwill is reflected net of $287.0 million of accumulated impairment charges.
The Company’s trademarks with indefinite lives and other intangible assets, net consists of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | September 27, 2026 | | June 28, 2026 |
| Amortization Period | | Gross Carrying Amount | | Accumulated Amortization | | Net | | Gross Carrying Amount | | Accumulated Amortization | | Net |
| | | | | | | | | | | | | |
| (in years) | | (in thousands) |
| Intangible assets with determinable lives | | | | | | | | | | | | | |
| Investment in licenses | 14 - 16 | | $ | 7,420 | | | $ | 6,911 | | | $ | 509 | | | $ | 7,420 | | | $ | 6,885 | | | $ | 535 | |
| Customer lists | 3 - 10 | | 17,701 | | | 17,337 | | | 364 | | | 17,701 | | | 17,093 | | | 608 | |
| Other | 5 - 14 | | 2,946 | | | 2,800 | | | 146 | | | 2,946 | | | 2,785 | | | 161 | |
| Total intangible assets with determinable lives | | | 28,067 | | | 27,048 | | | 1,019 | | | 28,067 | | | 26,763 | | | 1,304 | |
| Trademarks with indefinite lives | | | 65,473 | | | - | | | 65,473 | | | 65,473 | | | - | | | 65,473 | |
| Total identifiable intangible assets | | | $ | 93,540 | | | $ | 27,048 | | | $ | 66,492 | | | $ | 93,540 | | | $ | 26,763 | | | $ | 66,777 | |
Future estimated amortization expense is as follows: remainder of fiscal 2027 - $0.3 million, fiscal 2028 - $0.3 million, fiscal 2029 - $0.2 million, fiscal 2030 - $0.1 million, and fiscal 2031 - $0.1 million.
Additional 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 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 the assets' estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value. If current expectations of future growth rates and margins are not met, if market factors outside of our control change, such as discount rates, income tax rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then indefinite-lived intangible assets might become impaired in the future.
Note 7 – Leases
The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036. Most lease agreements are of a long-term nature (over a year), although 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 not to 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 associated with continuing operations is as follows:
| | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended |
| | | | | | September 27, 2026 | | September 28, 2025 |
| | | | | | | | |
| | | | | | (in thousands) |
| Lease costs: | | | | | | | | |
| Operating lease costs | | | | | | $ | 4,837 | | | $ | 5,185 | |
| Variable lease costs | | | | | | 5,784 | | | 6,225 | |
| Short-term lease cost | | | | | | 450 | | | 696 | |
| Sublease income | | | | | | (120) | | | (170) | |
| Total lease costs | | | | | | $ | 10,951 | | | $ | 11,936 | |
| | | | | | | | |
| Cash paid for amounts included in measurement of operating lease liabilities | | | | | | $ | 4,912 | | | $ | 5,292 | |
| Right-of-use assets obtained in exchange for new operating lease liabilities | | | | | | $ | 1,384 | | | $ | 745 | |
| | | | | |
| September 27, 2026 |
| |
| Weighted-average remaining lease term - operating leases (in years) | 6.7 |
| Weighted-discount rate - operating leases | 5.2 | % |
Maturities of lease liabilities associated with continuing operations as of September 27, 2026, and the reconciliation to the consolidated balance sheet, in accordance with ASC 842, are as follows (in thousands):
| | | | | |
| Fiscal Year: | |
| Remainder of 2027 | $ | 14,818 | |
| 2028 | 19,799 | |
| 2029 | 18,684 | |
| 2030 | 14,362 | |
| 2031 | 12,383 | |
| Thereafter | 35,118 | |
| Total future minimum lease payments | 115,164 | |
| Less: Imputed remaining interest | 17,932 | |
| Total operating lease liabilities | 97,232 | |
| Less: Current portion of long-term operating lease liabilities | 15,184 | |
| Long-term operating lease liabilities | $ | 82,048 | |
Note 8 – Accrued expenses
Accrued expenses consists of the following:
| | | | | | | | | | | |
| September 27, 2026 | | June 28, 2026 |
| | | |
| (in thousands) |
| Payroll and employee benefits | $ | 28,294 | | | $ | 32,805 | |
| Deferred revenue | 16,485 | | | 18,721 | |
| Accrued marketing expenses | 10,467 | | | 13,123 | |
| Accrued florist payout | 14,646 | | | 13,818 | |
| Accrued purchases | 17,338 | | | 8,305 | |
| Accrued professional fees | 12,139 | | | 10,132 | |
| Other | 22,000 | | | 19,634 | |
| Accrued expenses | $ | 121,369 | | | $ | 116,538 | |
Severance and restructuring charges
Severance and restructuring charges incurred in the prior year related to an enterprise reduction in workforce focused on reducing costs and streamlining the organization. At September 27, 2026, the Company had $2.3 million recorded related to these charges within the “Accrued expenses” line item in the Consolidated Balance Sheet. The Company expects the majority of these costs to be paid in the next 12 months.
Note 9 – Long-term debt, net
The Company’s current and long-term debt, net consists of the following:
| | | | | | | | | | | |
| September 27, 2026 | | June 28, 2026 |
| | | |
| (in thousands) |
| Revolving credit facility | $ | 140,000 | | | $ | - | |
| Term loan | 133,000 | | | 139,000 | |
| Deferred financing costs | (5,736) | | | (2,824) | |
| Total debt, net | 267,264 | | | 136,176 | |
| Less: current maturities of long-term debt | 185,650 | | | 24,000 | |
| Long-term debt, net | $ | 81,614 | | | $ | 112,176 | |
The Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, are party to a Third Amended and Restated Credit Agreement (the “Third Restated Credit Agreement” and, as amended by that certain First Amendment (the “First Amendment”), dated as of January 28, 2025, and that certain Second Amendment (the “Second Amendment”), dated as of May 6, 2025, the “Amended Third Restated Credit Agreement,” and the Amended Third Restated Credit Agreement as amended by that certain Third Amendment, dated as of September 9, 2026 (the “Third Amendment”), the “Existing Credit Agreement”).
On September 9, 2026, the Company, certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into the Third Amendment to the Amended Third Restated Credit Agreement. The Third Amendment amended the Amended Third Restated Credit Agreement by, among other modifications, (i) replacing the financial covenants set forth therein with (x) a minimum liquidity financial covenant until the end of the Company’s fiscal quarter ending September 26, 2027 and (y) a minimum consolidated EBITDA financial covenant for the period of the fiscal quarter ending December 26, 2027 through the end of the Affected Period (as defined below), (ii) modifying the negative covenant restricting asset sales and the corresponding obligation to make mandatory prepayments of the Term Loan (as defined below) with the proceeds of certain asset sales, in each case, as in effect during the Affected Period, to expand the existing permissions for asset sales and permit the Company to retain a portion of the proceeds of certain asset sales, up to $30.0 million in the aggregate, after the Company has used a portion of such proceeds to make a prepayment of the Term Loan of at least $15.0 million, (iii) imposing additional restrictions on the ability of the Company and its U.S. subsidiaries that are guarantors under the Existing Credit Agreement to transfer material intellectual property to the Company’s subsidiaries that are not guarantors under the Existing Credit Agreement, (iv) requiring the Company to participate in monthly conference calls with the lenders under the Existing Credit Agreement, and (v) imposing during the Affected Period additional prepayment obligations with respect to the revolving credit facility. For accounting purposes, pursuant to ASC 470, Debt, this transaction was accounted for as a modification of the Amended Third Restated Credit Agreement. In connection with the Third Amendment, the Company incurred $4.5 million of deferred financing costs, of which $3.4 million was recorded on the Company's Consolidated Balance Sheet and is being amortized over the life of the Existing Credit Agreement (the "Term Loan"), and the remaining costs were recognized in Interest expense on the Company's Consolidated Statement of Operations in connection with the amendment.
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 1.0%, 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 effective interest rate as of September 27, 2026 related to the Company's outstanding borrowings was 7.3%.
The principal of the outstanding Term Loan was subject to a quarterly payment of $3.0 million on September 26, 2025, and is subject to quarterly payments of $6.0 million for the next 10 payments, with the remaining balance of $97.0 million due upon maturity on June 27, 2028. In accordance with the Existing Credit Agreement, upon completion of the sale of the Personalization Businesses, the Company used a portion of the net proceeds, after transaction costs, to prepay $21.7 million of the outstanding principal balance of the Term Loan. Based on this, the Company reclassified this prepayment amount to the "Current maturities of long-term debt" line item in the Consolidated Balance Sheet. Following this prepayment in October 2026, future principal Term Loan payments are as follows: $18.0 million – fiscal 2027, and $93.3 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, (i) incur additional indebtedness, (ii) make certain investments, (iii) make certain restricted payments and, (iv) hold cash deposits in accounts not maintained with lenders under the Existing Credit Agreement or their affiliates during the period (the “Affected Period”) from May 6, 2025 until the earlier of (A) June 26, 2028 and (B) the date the Company has (x) demonstrated compliance with the financial covenants as in effect under the Third Restated Credit Agreement as amended by the First Amendment and (y) if applicable, elected to terminate the applicable period during which various applicable modifications set forth in the Second Amendment and the Third Amendment are in effect. The Company was in compliance with these covenants as of September 27, 2026. The Existing Credit Agreement is secured by substantially all of the assets of the Company.
Note 10 – Fair value measurements
Cash and cash equivalents, trade and other receivables, prepaids, accounts payable and accrued expenses are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments. Although no trading market exists, the Company believes that the carrying amount of its debt approximates fair value due to its variable nature (these are level 2 investments). The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. The Company’s remaining financial assets and liabilities are measured and recorded at fair value (see table below). The Company’s non-financial assets, such as definite lived intangible assets and property, plant and equipment, are recorded at cost and are assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred. Goodwill and indefinite-lived intangibles are tested for impairment annually, or more frequently, if events occur or circumstances change such that it is more likely than not that an impairment may exist, as required under the accounting standards.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under the guidance are described below:
| | | | | |
| 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:
| | | | | | | | | | | | | | | | | | | | | | | |
| Carrying Value | | Fair Value Measurements Assets (Liabilities) |
| | | Level 1 | | Level 2 | | Level 3 |
| | | | | | | |
| (in thousands) |
| Assets (Liabilities) as of September 27, 2026 | | | | | | | |
| Trading securities held in a “rabbi trust” (1) | $ | 49,374 | | | $ | 49,374 | | | $ | - | | | $ | - | |
| $ | 49,374 | | | $ | 49,374 | | | $ | - | | | $ | - | |
| | | | | | | |
| Assets (Liabilities) as of June 28, 2026 | | | | | | | |
| Trading securities held in a “rabbi trust” (1) | $ | 46,938 | | | $ | 46,938 | | | $ | - | | | $ | - | |
| $ | 46,938 | | | $ | 46,938 | | | $ | - | | | $ | - | |
(1)The Company has established a Non-Qualified Deferred Compensation Plan (“NQDC Plan”) for certain members of senior management. Deferred compensation plan assets are invested in mutual funds held in a “rabbi trust,” which is restricted for payment to participants of the NQDC Plan. Trading securities held in a "rabbi trust" are measured using quoted market prices at the reporting date and are included in the “Other assets” line item, with the corresponding liability included in the “Other liabilities” line item in the consolidated balance sheets.
Note 11 – Income taxes
The Company computed the interim tax provision using an estimated annual effective rate applied to the loss from continuing operations, adjusted for discrete items. This estimate is used in providing for income taxes from continuing operations on a year-to-date basis and may change in subsequent interim periods. The Company’s effective tax rate for the three months ended September 27, 2026 was (1.3)% compared to (0.6)% in the same period of the prior year. The Company’s effective tax rate for the three months ended September 27, 2026 and September 28, 2025 each differed from the U.S. federal statutory rate of 21.0% primarily due to the change in valuation allowance, state income taxes and interest on uncertain tax positions.
For the year ended June 28, 2026, the Company had a total valuation allowance of approximately $71.8 million primarily related to net operating losses, charitable contributions, and deferred tax assets that are not more likely than not realizable. For the three months ended September 27, 2026, the Company increased its valuation allowance by $12.8 million.
During the quarter, the Company classified the results of the Personalization Businesses as discontinued operations. In accordance with ASC 740, the Company allocated income tax expense between continuing and discontinued operations. The income tax effects attributable to discontinued operations are reflected in the net loss from discontinued operations, net of tax, in the accompanying Statements of Operations.
The One Big Beautiful Bill Act (“OBBBA”), which was signed into law on July 4, 2025, included various tax law changes, and made permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027. These provisions and modifications have not had a material impact on the Company’s consolidated financial statements. The Company will continue to evaluate the impact of the legislation on its consolidated financial statements as additional guidance is issued.
Note 12 – Commitments and contingencies
Litigation
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.
Note 13 – Business segments
Historically, the Company had three reportable segments: Consumer Floral & Gifts, BloomNet®, and Gourmet Foods & Gift Baskets. Effective June 29, 2026, the Company reassessed its segment reporting structure to reflect changes in how the Company’s Chief Executive Officer, who serves as the CODM, manages the business, assesses performance, and allocates resources in accordance with ASC 280, Segment Reporting. As a result, the Company’s operations were re-organized into the three following reportable segments: E-Commerce, Wholesale and Other, and BloomNet®. The revised segment structure aligns with the manner in which the CODM reviews the Company’s operating results and allocates resources and more closely reflects the Company’s channel strategy. Prior-period segment information presented herein has been recast to conform to the current reportable segment presentation to provide comparability between periods.
E-Commerce – this segment consists primarily of the Company's direct-to-consumer gifting business as operating through digital platforms, including Company-owned websites, third-party marketplaces, and other direct ordering channels.
Wholesale and Other – this segment consists primarily of wholesale distribution of gifting products to commercial customers for resale, as well as Company-operated retail stores and franchise operations.
BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service offerings.
The accounting policies of the business segments are the same as those described in Note 2 - Significant accounting policies in the Annual Report on Form 10-K for the fiscal year ended June 28, 2026.
The Company evaluates performance for its business segments based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. This information is used by the CODM to measure segment profitability, allocate resources, and make budgeting and forecasting decisions about the business 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 and unallocated expenses (see (b) below), nor does it include depreciation and amortization, interest income, interest expense, and other expense, net. Sales, cost of revenues, and certain other operating expenses including advertising expenses are also provided to the Chief Executive Officer. No asset information is provided for the business segments as this information is reviewed at the consolidated level by management and not by segment.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended September 27, 2026 |
| | E-Commerce | | Wholesale and Other | | BloomNet | | Total |
| Net revenues | | $ | 128,449 | | | $ | 20,542 | | | $ | 22,302 | | | $ | 171,293 | |
| | | | | | | | |
| Corporate | | | | | | | | 58 |
| Net revenues | | | | | | | | 171,351 | |
| | | | | | | | |
| Cost of revenues (excludes depreciation and amortization) | | 87,457 | | | 13,973 | | | 11,287 | | | |
| | | | | | | | |
| Advertising Expenses | | 21,684 | | | 365 | | | 286 | | | |
| | | | | | | | |
| Other segment items (a) | | 3,128 | | | 49 | | | 99 | | | |
| | | | | | | | |
| Segment contribution margin | | 16,180 | | | 6,155 | | | 10,630 | | | 32,965 | |
| | | | | | | | |
| Corporate and unallocated expenses (b) | | | | | | | | 68,982 | |
| Depreciation and amortization | | | | | | | | 10,482 | |
| Operating loss from continuing operations | | | | | | | | (46,499) | |
| | | | | | | | |
| Interest income | | | | | | | | (130) | |
| Interest expense | | | | | | | | 5,442 | |
| Other income, net | | | | | | | | (1,855) | |
| Loss before income taxes from continuing operations | | | | | | | | $ | (49,956) | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended September 28, 2025 |
| | E-Commerce | | Wholesale and Other | | BloomNet | | Total |
| Net revenues | | $ | 146,538 | | | $ | 22,993 | | | $ | 23,125 | | | $ | 192,656 | |
| | | | | | | | |
| Corporate | | | | | | | | 68 |
| Net revenues | | | | | | | | 192,724 | |
| | | | | | | | |
| Cost of revenues (excludes depreciation and amortization) | | 95,269 | | | 17,217 | | | 12,095 | | | |
| | | | | | | | |
| Advertising expenses | | 24,012 | | | 414 | | | 281 | | | |
| | | | | | | | |
| Other segment items (a) | | 3,529 | | | 74 | | | 88 | | | |
| | | | | | | | |
| Segment contribution margin | | 23,728 | | | 5,288 | | | 10,661 | | | 39,677 | |
| | | | | | | | |
| Corporate and unallocated expenses (b) | | | | | | | | 75,991 | |
| Depreciation and amortization | | | | | | | | 10,841 | |
| Operating loss from continuing operations | | | | | | | | (47,155) | |
| | | | | | | | |
| Interest income | | | | | | | | (311) | |
| Interest expense | | | | | | | | 4,192 | |
| Other income, net | | | | | | | | (2,338) | |
| Loss before income taxes from continuing operations | | | | | | | | $ | (48,698) | |
| | | | | | | | |
(a)Other segment items include credit card fees.
(b)Corporate and unallocated expenses consist primarily of costs associated with the Company’s enterprise shared-service and centralized functions, including, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive, and central marketing and merchandising costs, as well as stock-based compensation and changes in the fair value of the Company's NQDC Plan. To leverage the Company’s infrastructure and capabilities across the organization, these centralized functions are centrally managed and provide services and support across the Company’s business segments. Accordingly, costs associated with these centralized functions are managed on an enterprise-wide basis and are not allocated to the Company's business segments in the measure of segment contribution margin.
The following table represents a disaggregation of revenue from contracts with customers, by channel:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| E-Commerce | | Wholesale and Other | | BloomNet | | Corporate | | Consolidated |
| September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 |
| | | | | | | | | | | | | | | | | | | |
| (in thousands) |
| Net revenues | | | | | | | | | | | | | | | | | | | |
| E-commerce | $ | 128,449 | | | $ | 146,538 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 128,449 | | | $ | 146,538 | |
| Other | - | | | - | | | 20,542 | | | 22,993 | | | 22,302 | | | 23,125 | | | 58 | | | 68 | | | 42,902 | | | 46,186 | |
| Total net revenues | $ | 128,449 | | | $ | 146,538 | | | $ | 20,542 | | | $ | 22,993 | | | $ | 22,302 | | | $ | 23,125 | | | $ | 58 | | | $ | 68 | | | $ | 171,351 | | | $ | 192,724 | |
| | | | | | | | | | | | | | | | | | | |
| Other revenues detail | | | | | | | | | | | | | | | | | | | |
| Retail and other | - | | | - | | | 2,960 | | | 3,264 | | | - | | | - | | | - | | | - | | | 2,960 | | | 3,264 | |
| Wholesale | - | | | - | | | 17,582 | | | 19,729 | | | 9,889 | | | 10,976 | | | - | | | - | | | 27,471 | | | 30,705 | |
| BloomNet services | - | | | - | | | - | | | - | | | 12,413 | | | 12,149 | | | - | | | - | | | 12,413 | | | 12,149 | |
| Corporate | - | | | - | | | - | | | - | | | - | | | - | | | 58 | | | 68 | | | 58 | | | 68 | |
| | | | | | | | | | | | | | | | | | | |
| Total other revenues | $ | - | | | $ | - | | | $ | 20,542 | | | $ | 22,993 | | | $ | 22,302 | | | $ | 23,125 | | | $ | 58 | | | $ | 68 | | | $ | 42,902 | | | $ | 46,186 | |
Note 14 – Fire at the Hebron warehouse and distribution facility
On July 29, 2026, a fire occurred at the Company’s Hebron, Ohio facility, resulting in damage to certain property, equipment and inventory. Operations were temporarily interrupted.
The Company maintains insurance coverage for property damage and business interruption and has submitted a claim to its insurance carriers. The Company has already received some recovery amounts from its insurers and is continuing to work with them to finalize the evaluation and settlement of the claim.
In the three months ended September 27, 2026, the Company recorded $16.3 million of fire-related costs, consisting of $7.0 million related to inventory, $8.2 million related to third-party cleaning and remediation, and $1.1 million related to other costs such as internal labor and supplies. Additionally, as of September 27, 2026, the Company received $6.8 million in advances from the insurance carriers primarily related to the cleaning and remediation costs for the facility, after a $0.8 million deductible.
As of September 27, 2026, the Company recorded an insurance receivable of $8.8 million, within the “Prepaid and other” line item in the consolidated balance sheet, for probable recoveries of losses incurred, limited to the amount of related costs and losses recognized. The Company is still assessing the total amount of losses related to the fire.
Note 15 – Subsequent Events
Subsequent to September 27, 2026, the Company entered into a definitive agreement to sell its Jacksonville, Florida facility for approximately $9.7 million, subject to due diligence and customary closing conditions. The facility was not classified as held for sale as of September 27, 2026, as it did not meet the criteria for held-for-sale classification as of such date.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ("MD&A") is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity, and results of operations. The following MD&A discussion should be read in conjunction with the consolidated financial statements and notes to those statements that appear elsewhere in this Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption “Forward-Looking Information and Factors That May Affect Future Results,” under Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026 under the heading “Risk Factors” and Part II-Other Information, Item 1A in this Form 10-Q.
Business Overview
1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the “Company”) is a leading provider of thoughtful expressions designed to help inspire customers to give 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®, Shari’s Berries®, FruitBouquets.com®, 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, the Company 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; Napco®, a resource for floral gifts and seasonal décor; DesignPac®, a manufacturer of gift baskets and towers; and Card Isle®, an e-commerce greeting card service.
For additional information, see Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview” of our Annual Report on Form 10-K for the fiscal year ended June 28, 2026.
Discontinued Operations
On September 26, 2026, the Company and PlanetArt, LLC ("Purchaser") entered into an Asset Purchase Agreement (the "Purchase Agreement") related to the sale of certain assets and the assumption of certain liabilities of the Company's Personalization Mall, Things Remembered, and Personalization Universe businesses (collectively, the "Personalization Businesses"). The aggregate sale price was $45.0 million in cash (subject to certain working capital adjustments). The Company and Purchaser consummated the transactions contemplated by the Purchase Agreement on October 19, 2026. The disposition represented a strategic shift that had a major impact on the Company's operations and financial results and has been accounted for as discontinued operations.
The Company is presenting the operating results and cash flows of the Personalization Businesses within discontinued operations in the current and prior periods. The assets and liabilities of the Personalization Businesses are presented as assets and liabilities of discontinued operations in the consolidated balance sheets for all periods presented.
See Note 3 - Discontinued operations, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for additional information on discontinued operations.
Change in Segments
Historically, the Company had three reportable business segments, Consumer Floral & Gifts, BloomNet®, and Gourmet Foods & Gift Baskets. Effective June 29, 2026, the Company reassessed its segment reporting structure to reflect changes in how the Company’s Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), manages the business, assesses performance, and allocates resources, in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. As a result, the Company’s operations were re-organized into the three following segments: E-Commerce, Wholesale and Other, and BloomNet®. The revised segment structure aligns with the manner in which the CODM reviews the Company’s operating results and allocates resources and more closely reflects the Company’s channel strategy.
See Note 13 - Business segments for additional information.
Fire at the Hebron warehouse and distribution facility
On July 29, 2026, a fire occurred at the Company’s Hebron, Ohio facility, resulting in damage to certain property, equipment and inventory. Operations were temporarily interrupted.
The Company maintains insurance coverage for property damage and business interruption and has submitted a claim to its insurance carriers. The Company has already received some recovery amounts from its insurers and is continuing to work with them to finalize the evaluation and settlement of the claim.
See Note 14 - Fire at the Hebron warehouse and distribution facility for additional information.
Definitions of non-GAAP Financial Measures:
We sometimes use financial measures derived from consolidated financial information, but not presented in our financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these are considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules. See below for definitions and the reasons why we use these non-GAAP financial measures, and reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. These non-GAAP financial measures are referred to as “non-GAAP”, “adjusted” or "on a comparable basis" below, as these terms are used interchangeably. Reconciliations for forward-looking figures would require unreasonable efforts at this time because of the uncertainty and variability of the nature and amount of certain components of various necessary GAAP components, including, for example, those related to compensation, tax items, amortization or others that may arise during the year, and the Company's management believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The lack of such reconciling information should be considered when assessing the impact of such disclosures.
EBITDA and Adjusted EBITDA
We define EBITDA as net income (loss) from continuing operations before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for the impact of stock-based compensation, Non-Qualified Deferred Compensation Plan (“NQDC Plan”) investment appreciation/depreciation, and certain items affecting period-to-period comparability.
The Company presents EBITDA and Adjusted EBITDA because it considers such information meaningful supplemental measures of its performance and believes such information is frequently used by the investment community in the evaluation of similarly situated companies. The Company uses EBITDA and Adjusted EBITDA as factors to determine the total amount of incentive compensation available to be awarded to executive officers and other employees. The Company's credit agreement uses EBITDA and Adjusted EBITDA-related items to determine its interest rate and to measure compliance with certain covenants. EBITDA and Adjusted EBITDA are also used by the Company to evaluate and price potential acquisition candidates.
EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP. Some of the limitations are: (a) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, the Company's working capital needs; (b) EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on the Company's debts; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and EBITDA does not reflect any cash requirements for such capital expenditures. EBITDA and Adjusted EBITDA should only be used on a supplemental basis combined with GAAP results when evaluating the Company's performance.
The following table presents EBITDA and Adjusted EBITDA:
| | | | | | | | | | | | | | | |
| Reconciliation of net loss to Adjusted EBITDA (non-GAAP): | Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | | | |
| | | | | | | |
| (in thousands) |
| Net loss | $ | (54,335) | | | $ | (52,957) | | | | | |
| Net loss from discontinued operations, net of tax | (3,721) | | | (3,968) | | | | | |
| Net loss from continuing operations | (50,614) | | | (48,989) | | | | | |
| Add: Interest expense and other, net | 3,457 | | | 1,543 | | | | | |
| Add: Depreciation and amortization | 10,482 | | | 10,841 | | | | | |
| Add: Income tax expense | 658 | | | 291 | | | | | |
| EBITDA | (36,017) | | | (36,314) | | | | | |
| Add: Stock-based compensation | 1,449 | | | 2,312 | | | | | |
| Add: Compensation charge related to NQDC Plan investment appreciation | 1,855 | | | 2,352 | | | | | |
| Add: Transaction costs | 54 | | | - | | | | | |
| Add: Net loss from fire | 750 | | | - | | | | | |
| Adjusted EBITDA | $ | (31,909) | | | $ | (31,650) | | | | | |
Adjusted net income (loss) and adjusted or comparable net income (loss) per common share
We define adjusted net income (loss) and adjusted or comparable net income (loss) per common share as net income (loss) and net income (loss) per common share adjusted for certain items affecting period-to-period comparability. We believe that adjusted net income (loss) and adjusted or comparable net income (loss) per common share are meaningful measures because they increase the comparability of period-to-period results. Since these are not measures of performance calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, GAAP net income (loss) and net income (loss) per common share, as indicators of operating performance and they may not be comparable to similarly titled measures employed by other companies.
The following table presents the adjusted net loss and adjusted net loss per common share:
| | | | | | | | | | | | | | | |
| Reconciliation of net loss to adjusted net loss (non-GAAP): | Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | | | |
| | | | | | | |
| (in thousands, except for per share data) |
| Net loss | $ | (54,335) | | | $ | (52,957) | | | | | |
| Net loss from discontinued operations, net of tax | (3,721) | | | (3,968) | | | | | |
| Net loss from continuing operations | (50,614) | | | (48,989) | | | | | |
| Adjustments to reconcile net loss to adjusted net loss (non-GAAP): | | | | | | | |
| Add: Transaction Costs | 54 | | | - | | | | | |
| Add: Net loss from fire | 750 | | | - | | | | | |
| | | | | | | |
| Deduct: Income tax effect on adjustments | 9 | | | - | | | | | |
| Adjusted net loss (non-GAAP) | $ | (49,819) | | | $ | (48,989) | | | | | |
| | | | | | | |
| Basic and diluted net loss per common share | $ | (0.85) | | | $ | (0.83) | | | | | |
| Basic and diluted net loss per common share from discontinued operations | (0.06) | | | (0.06) | | | | | |
| Basic and diluted net loss per common share from continuing operations | $ | (0.79) | | | $ | (0.77) | | | | | |
| | | | | | | |
| Basic and diluted adjusted net loss per common share from continuing operations (non-GAAP) | $ | (0.78) | | | $ | (0.77) | | | | | |
| | | | | | | |
| Weighted average shares used in the calculation of basic and diluted net loss and adjusted net loss per common share | 64,187 | | 63,630 | | | | |
Free Cash Flow
We define free cash flow as net cash provided by (used in) operating activities from continuing operations, less capital expenditures. The Company considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases of fixed assets, which can then be used to, among other things, invest in the Company’s business, make strategic acquisitions, strengthen the balance sheet and repurchase stock or retire debt. Free cash flow is a liquidity measure that is frequently used by the investment community in the evaluation of similarly situated companies. Since free cash flow is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for analysis of, the Company's results as reported under GAAP. A limitation of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease in the Company's cash balance for the period.
The following table reconciles net cash used in operating activities from continuing operations, a GAAP measure, to free cash flow, a non-GAAP measure:
| | | | | | | | | | | |
| Three Months Ended |
| September 27, 2026 | | September 28, 2025 |
| | | |
| (in thousands) |
| Net cash used in operating activities from continuing operations | $ | (126,084) | | | $ | (130,939) | |
| Capital expenditures | (3,716) | | | (5,596) | |
| Free cash flow | $ | (129,800) | | | $ | (136,535) | |
Segment contribution margin:
The following table presents the net revenues, gross profit, and segment contribution margin from each of the Company’s business segments. We define Segment Contribution Margin as segment revenues less cost of sales, credit card fees, and direct advertising costs directly attributable to the respective segments. Segment Contribution Margin is the measure of segment profit or loss regularly reviewed by the Company's Chief Operating Decision Maker to evaluate segment performance and allocate resources and is reported in accordance with ASC 280, Segment Reporting. The Company believes Segment Contribution Margin provides useful information to investors in evaluating the performance of its reportable segments. Segment Contribution Margin excludes certain expenses that are managed centrally and are not allocated to the Company's reportable segments. Accordingly, Segment Contribution Margin should be considered in conjunction with the Company's consolidated results reported in accordance with GAAP.
See Note 13- Business segments for additional information.
| | | | | | | | | | | | | | | | | | | | |
| | E-Commerce | | Wholesale and Other | | BloomNet |
| Net Revenues | | | | | | |
| Net revenues - Q1 2027 | | $ | 128,449 | | | $ | 20,542 | | | $ | 22,302 | |
| Net revenues - Q1 2026 | | $ | 146,538 | | | $ | 22,993 | | | $ | 23,125 | |
| % change - FY27 net revenues vs. FY26 net revenues | | (12.3) | % | | (10.7) | % | | (3.6) | % |
| | | | | | |
| Gross Profit | | | | | | |
| Gross profit - Q1 2027 | | $ | 40,992 | | | $ | 6,569 | | | $ | 11,015 | |
| Gross profit - Q1 2026 | | $ | 51,269 | | | $ | 5,776 | | | $ | 11,030 | |
| Gross profit % - Q1 2027 | | 31.9 | % | | 32.0 | % | | 49.4 | % |
| Gross profit % - Q1 2026 | | 35.0 | % | | 25.1 | % | | 47.7 | % |
| % change - FY27 gross profit vs. FY26 gross profit | | (20.0) | % | | 13.7 | % | | (0.1) | % |
| | | | | | |
| Segment Contribution Margin | | | | | | |
| Contribution margin - Q1 2027 | | $ | 16,180 | | | $ | 6,155 | | | $ | 10,630 | |
| Contribution margin - Q1 2026 | | $ | 23,728 | | | $ | 5,288 | | | $ | 10,661 | |
Results of Operations
Net revenues
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| Net revenues by channel: | | | | | | | | | | | |
| E-commerce | $ | 128,449 | | | $ | 146,538 | | | -12.3 | % | | | | | | |
| Other | 42,902 | | | 46,186 | | | -7.1 | % | | | | | | |
| Total net revenues | $ | 171,351 | | | $ | 192,724 | | | -11.1 | % | | | | | | |
Net revenues consist primarily of the selling price of the merchandise, service and outbound shipping charges, less discounts, returns and credits.
Net revenues decreased 11.1% during the three months ended September 27, 2026 primarily due to continued weakness in the Company’s e-commerce channel, particularly across websites other than 1800flowers.com and harryanddavid.com, as well as a shift in the timing of wholesale orders from the first quarter of the prior year to the second quarter in the current year.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| E-Commerce | | Wholesale and Other | | BloomNet | | Corporate | | Consolidated |
| September 27, 2026 | | September 28, 2025 | | % Change | | September 27, 2026 | | September 28, 2025 | | % Change | | September 27, 2026 | | September 28, 2025 | | % Change | | September 27, 2026 | | September 28, 2025 | | September 27, 2026 | | September 28, 2025 | | % Change |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (dollars in thousands) |
| Net revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| E-commerce | $ | 128,449 | | | $ | 146,538 | | | -12.3 | % | | $ | - | | | $ | - | | | - | | | $ | - | | | $ | - | | | - | | | $ | - | | | $ | - | | | $ | 128,449 | | | $ | 146,538 | | | -12.3 | % |
| Other | - | | | - | | | - | | | 20,542 | | | 22,993 | | | -10.7 | % | | 22,302 | | | 23,125 | | | -3.6 | % | | 58 | | | 68 | | | 42,902 | | | 46,186 | | | -7.1 | % |
| Total net revenues | $ | 128,449 | | | $ | 146,538 | | | -12.3 | % | | $ | 20,542 | | | $ | 22,993 | | | -10.7 | % | | $ | 22,302 | | | $ | 23,125 | | | -3.6 | % | | $ | 58 | | | $ | 68 | | | $ | 171,351 | | | $ | 192,724 | | | -11.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other revenues detail | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Retail and other | - | | | - | | | - | | | 2,960 | | | 3,264 | | | -9.3 | % | | - | | | - | | | - | | | - | | | - | | | 2,960 | | | 3,264 | | | -9.3 | % |
| Wholesale | - | | | - | | | - | | | 17,582 | | | 19,729 | | | -10.9 | % | | 9,889 | | | 10,976 | | | -9.9 | % | | - | | | - | | | 27,471 | | | 30,705 | | | -10.5 | % |
| BloomNet services | - | | | - | | | - | | | - | | | - | | | - | | | 12,413 | | | 12,149 | | | 2.2 | % | | - | | | - | | | 12,413 | | | 12,149 | | | 2.2 | % |
| Corporate | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | 58 | | | 68 | | | 58 | | | 68 | | | -14.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total other revenues | $ | - | | | $ | - | | | - | % | | $ | 20,542 | | | $ | 22,993 | | | -10.7 | % | | $ | 22,302 | | | $ | 23,125 | | | -3.6 | % | | $ | 58 | | | $ | 68 | | | $ | 42,902 | | | $ | 46,186 | | | -7.1 | % |
Revenue by sales channel:
E-commerce revenues (combined online and telephonic) decreased 12.3% during the three months ended September 27, 2026, compared to the same period of the prior year, primarily due to continued weakness across websites other than 1800flowers.com and harryanddavid.com.
During the three months ended September 27, 2026, the Company fulfilled approximately 1.5 million orders through its e-commerce sales channel (online and telephonic sales), a decrease of 14.1%, compared to the same period of the prior year.
Other revenues are comprised of the Company’s Wholesale and Other and BloomNet® segments.
Other revenues during the three months ended September 27, 2026 decreased 7.1% compared to the same period of the prior year, primarily due to a shift in the timing of wholesale orders from the first quarter of the prior year to the second quarter in the current year.
Revenue by segment:
E-Commerce Segment – this segment consists primarily of the Company's direct-to-consumer gifting business operating through digital platforms, including Company-owned websites, third-party marketplaces, and other direct ordering channels.
Net revenues decreased 12.3% during the three months ended September 27, 2026 compared to the same period of the prior year, primarily due to continued weakness across websites other than 1800flowers.com and harryanddavid.com.
During the three months ended September 27, 2026, E-Commerce orders decreased 14.1% compared to the same period of the prior year. In addition, during the three months ended September 27, 2026, the average order value increased 2.0% compared to the same period of the prior year.
Wholesale and Other Segment - this segment consists primarily of wholesale distribution of gifting products to commercial customers for resale, as well as Company-operated retail stores and franchise operations.
Net revenues within this segment decreased 10.7% during the three months ended September 27, 2026, compared to the same period of the prior year, primarily due to a shift in the timing of wholesale orders from the first quarter of the prior year to the second quarter in the current year.
BloomNet® Segment - revenues in this segment are derived from membership fees, as well as other product and service offerings.
Net revenues decreased 3.6% during the three months ended September 27, 2026, compared to the same period of the prior year. The revenue decrease was primarily due to lower membership and wholesale revenues primarily from lower network order volumes and lower directory revenue.
Gross profit
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| | | | | | | | | | | |
| Gross profit | $ | 58,500 | | | $ | 68,104 | | | -14.1 | % | | | | | | |
| Gross profit % | 34.1 | % | | 35.3 | % | | | | | | | | |
Gross profit consists of net revenues less cost of revenues, which is comprised primarily of florist fulfillment costs (fees paid directly to florists), the cost of floral and non-floral merchandise sold from inventory or through third parties, and associated costs, including inbound and outbound shipping charges. Additionally, cost of revenues includes labor and facility costs related to direct-to-consumer and wholesale production operations, as well as payments made to sending florists related to order volume referred through the Company’s BloomNet network.
Gross profit decreased 14.1% and gross profit percentage decreased 120 basis points during the three months ended September 27, 2026 compared to the same period of the prior year, primarily due to lower sales volume, higher fuel surcharges, and promotional strategy testing, partially offset by savings from the Company's cost-efficiency initiatives.
E-Commerce Segment - Gross profit decreased by 20.0% during the three months ended September 27, 2026, compared to the same period of the prior year, due to the impact of the lower revenues noted above, as well as an unfavorable gross profit percentage during the three months ended September 27, 2026 compared to the same period of the prior year primarily attributable to deleveraging on the sales decline, increased fuel surcharges, and promotional strategy testing.
Wholesale and Other Segment- Gross profit increased by 13.7% during the three months ended September 27, 2026 compared to the same period of the prior year, primarily driven by timing of orders and customer mix.
BloomNet® Segment - Gross profit decreased by 0.1% during the three months ended September 27, 2026 compared to the same period of the prior year.
Marketing and sales expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| | | | | | | | | | | |
| Marketing and sales | $ | 50,889 | | | $ | 61,294 | | | -17.0 | % | | | | | | |
| Percentage of net revenues | 29.7 | % | | 31.8 | % | | | | | | | | |
Marketing and sales expense consists primarily of advertising and promotional expenditures, catalog costs, online portal and search costs, retail store and fulfillment operations (other than costs included in cost of revenues), and customer service center expenses, as well as the operating expenses of the Company’s departments engaged in marketing, selling and merchandising activities.
Marketing and sales expenses decreased 17.0% during the three months ended September 27, 2026, compared to the same period of the prior year, and also decreased as a percentage of revenues, primarily due to reduced labor costs related to the Company's cost-saving initiatives.
Technology and development expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| | | | | | | | | | | |
| Technology and development | $ | 15,151 | | | $ | 13,797 | | | 9.8 | % | | | | | | |
| Percentage of net revenues | 8.8 | % | | 7.2 | % | | | | | | | | |
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, design, content development, and maintenance and support costs related to the Company’s order entry, customer service, fulfillment, and database systems.
Technology and development expense increased by 9.8% during the three months ended September 27, 2026 compared to the same period of the prior year primarily due to higher labor costs.
General and administrative expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| | | | | | | | | | | |
| General and administrative | $ | 28,477 | | | $ | 29,327 | | | -2.9 | % | | | | | | |
| Percentage of net revenues | 16.6 | % | | 15.2 | % | | | | | | | | |
General and administrative expense consists of payroll and other expenses in support of the Company’s executive, finance and accounting, legal, human resources and other administrative functions, as well as professional fees and other general corporate expenses.
General and administrative expenses decreased 2.9% during the three months ended September 27, 2026, compared to the same period of the prior year, primarily due to lower labor costs, insurance costs, and professional fees, partially offset by changes in the value of the Company's NQDC Plan investments (offset in Other income, net below).
Depreciation and amortization expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| | | | | | | | | | | |
| Depreciation and amortization | $ | 10,482 | | | $ | 10,841 | | | -3.3 | % | | | | | | |
| Percentage of net revenues | 6.1 | % | | 5.6 | % | | | | | | | | |
Depreciation and amortization expenses decreased 3.3% during the three months ended September 27, 2026 due to timing of certain assets becoming fully depreciated.
Interest income
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| | | | | | | | | | | |
| Interest income | $ | (130) | | | $ | (311) | | | -58.2 | % | | | | | | |
Interest income consists of income earned on the Company’s available cash balances.
Interest income decreased 58.2% during the three months ended September 27, 2026 due to a decline in interest earned on lower available cash balances.
Interest expense
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| | | | | | | | | | | |
| Interest expense | $ | 5,442 | | | $ | 4,192 | | | 29.8 | % | | | | | | |
Interest expense consists primarily of interest expense and amortization of deferred financing costs attributable to the Company’s credit facilities (See Note 9- Long-term debt, net, Item 1 for details).
Interest expense increased 29.8% during the three months ended September 27, 2026 primarily due to debt refinancing costs and an increase in revolver borrowings.
Other income, net
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| | | | | | | | | | | |
| Other income, net | $ | (1,855) | | | $ | (2,338) | | | -20.7 | % | | | | | | |
Other income, net consists primarily of investment losses (gains) on the Company’s NQDC Plan investments (for which the offsetting expense or income was recorded in general and administrative expense above).
Income Taxes
The Company recorded an income tax expense of $0.7 million during the three months ended September 27, 2026, compared to $0.3 million during the three months ended September 28, 2025. The Company’s effective tax rate for the three months ended September 27, 2026 was (1.3)% compared to (0.6)% in the same respective period of the prior year. The Company’s effective tax rate for the three months ended September 27, 2026 and September 28, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to the change in valuation allowance, state income taxes and interest on uncertain tax positions.
Net loss from discontinued operations, net of tax
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | |
| September 27, 2026 | | September 28, 2025 | | % Change | | | | | | |
| | | | | | | | | | | |
| (dollars in thousands) |
| | | | | | | | | | | |
| Net loss from discontinued operations, net of tax | $ | (3,721) | | | $ | (3,968) | | | -6.2 | % | | | | | | |
Net loss from discontinued operations, net of tax, represents the results of the Personalization Businesses. Net loss from discontinued operations, net of tax decreased 6.2% during the three months ended September 27, 2026 due to a decrease in income tax expense.
Liquidity and Capital Resources
Liquidity and borrowings
The Company's principal sources of liquidity are cash on hand, cash flows generated from operations, and borrowings available under the Company’s credit agreement (see Note 9 – Long-term debt, net in Item 1 for details). At September 27, 2026, the Company had working capital of negative $63.7 million, including cash and cash equivalents of $9.4 million, compared to working capital of negative $17.8 million at June 28, 2026.
Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which falls within the Company’s fiscal second quarter, is expected to generate over 40% of the Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Mother’s Day, Valentine’s Day, Easter, and Administrative Professionals Week, revenues also have historically risen during the Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.
As of September 27, 2026, the Company had $140.0 million outstanding under its revolving credit agreement in order to fund pre-holiday manufacturing and inventory procurement requirements. Working capital borrowings typically peak in November, after which time cash generated from operations during the Christmas holiday season is expected to enable the Company to repay the borrowings.
While we believe that our sources of funding will be sufficient to meet our anticipated operating cash needs for at least the next twelve months, any projections of future cash needs and cash flows are subject to uncertainty. We continually evaluate, and will, from time to time, consider the acquisition of, or investment in, complementary businesses, products, services, capital infrastructure, and technologies, which might affect our liquidity requirements or cause us to require additional financing.
Cash Flows
Net cash used in operating activities from continuing operations of $126.1 million for the three months ended September 27, 2026, was primarily attributable to the net loss during the period combined with changes in working capital, including increases in inventory, trade receivables and prepaid and other, offset in part by an increase in accounts payable and accrued expenses.
Net cash used in investing activities of $3.7 million from continuing operations for the three months ended September 27, 2026, was primarily attributable to capital expenditures related to the Company's technology initiatives.
Net cash provided by financing activities from continuing operations of $131.7 million for the three months ended September 27, 2026, primarily related to net proceeds from the bank borrowings under the Company's working capital line of credit, partially offset by a payment made on the Company's Term Loan and debt issuance costs.
Free Cash Flow
Free cash flow was negative $129.8 million for the three months ended September 27, 2026, compared with free cash flow of negative $136.5 million for the three months ended September 28, 2025. The improvement of $6.7 million was primarily due to changes in working capital and reduced capital expenditures. Refer to "Definitions of non-GAAP Financial Measures" for reconciliation of non-GAAP results to applicable GAAP results.
Stock Repurchase Program
See Item 2 in Part II below for details.
Contractual Obligations
At September 27, 2026, the Company’s contractual obligations from continuing operations consist of:
•Long-term debt obligations - payments due under the Company's credit agreement (see Note 9 – Long-term debt, net in Item 1 for details and payments due by period).
•Operating lease obligations - payments due under the Company’s long-term operating leases (see Note 7 – Leases in Item 1 for details).
•Purchase commitments - consisting primarily of inventory and IT-related equipment purchase orders and license agreements made in the ordinary course of business – see below for the contractual payments due by period.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments due by period |
| (in thousands) |
| Remaining Fiscal 2027 | | Fiscal 2028 | | Fiscal 2029 | | Fiscal 2030 | | Fiscal 2031 | | Thereafter | | Total |
| Purchase commitments | $ | 61,623 | | | $ | 10,772 | | | $ | 4,411 | | | $ | 88 | | | $ | — | | | $ | — | | | $ | 76,894 | |
Critical Accounting Estimates
As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026, the discussion and analysis of the Company’s financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances, and management evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. The Company’s most critical accounting policies relate to goodwill and other intangible assets. There have been no significant changes to the assumptions and estimates related to the Company’s critical accounting policies since June 28, 2026.
Recently Issued Accounting Pronouncements
See Note 1 - Accounting Policies in Item 1 for details regarding the impact of accounting standards that were recently issued on our consolidated financial statements.
Forward-Looking Information and Factors that May Affect Future Results
Our disclosure and analysis in this report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s current expectations or forecasts concerning future events and can generally be identified by the use of statements that include words such as “anticipate,” “estimate,” “expects,” “project,” “intend,” “plan,” “believe,” “foresee,” “forecast,” “likely,” "should," “will,” “goal,” “target,” or similar words or phrases. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to:
•the Company’s ability:
•to achieve revenue and profitability;
•to leverage its operating platform and reduce its operating expense ratio;
•to manage the seasonality of its business;
•to cost-effectively acquire and retain customers and drive purchase frequency;
•to successfully integrate acquired businesses and assets;
•to reduce working capital requirements and capital expenditures;
•to mitigate the impact of supply chain cost and capacity constraints;
•to compete against existing and new competitors;
•to manage expenses associated with sales and marketing and necessary general and administrative and technology investments;
•to address the effects of changes in accounting policies, practices, or assumptions, including changes that could potentially require future impairment charges;
•to successfully execute its strategic priorities; and
•to reduce promotional activities and achieve more efficient marketing programs;
•the outcome of contingencies, including legal proceedings in the normal course of business; and
•general consumer sentiment and economic conditions that may affect, among other things, the levels of discretionary customer purchases of the Company’s products and the costs of shipping, imported products, and labor.
We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties, and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated, or projected. Investors should bear this in mind as they consider forward-looking statements.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Forms 10-Q, 8-K and 10-K reports to the Securities and Exchange Commission. Our Annual Report on Form 10-K for the fiscal year ended June 28, 2026 listed various important factors that could cause actual results to differ materially from expected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. Readers can find them in Part I, Item 1A, of that filing under the heading “Cautionary Statements Under the Private Securities Litigation Reform Act of 1995”. We incorporate that section of that Form 10-K in this filing and investors should refer to it. In addition, please refer to any additional risk factors in Part II, Item 1A in this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The Company is exposed to market risk from the effect of interest rate changes, which relates primarily to the Company’s investment of available cash balances and its long-term debt. The Company generally invests its cash and cash equivalents in investment grade corporate and U.S. government securities. Borrowings under the Company’s credit facilities bear interest at a variable rate, plus an applicable margin, and therefore expose the Company to market risk for changes in interest rates. The effect of a 50 basis point increase in current interest rates on the Company’s interest expense would have been approximately $0.3 million during the three months ended September 27, 2026.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of September 27, 2026. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and procedures were effective as of September 27, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the Company’s evaluation required by Rules 13a-15(d) or 15d-15(d) of the Securities Exchange Act of 1934 during the quarter ended September 27, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as specified above. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.
PART II. – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Litigation
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.
ITEM 1A. RISK FACTORS
There were no material changes to the Company’s risk factors as discussed in Part 1, Item 1A - Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended June 28, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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. The repurchase program is financed utilizing available cash. On April 22, 2021, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $40.0 million. In addition, on February 3, 2022, the Company’s Board of Directors authorized an increase to its stock repurchase plan of up to $40.0 million. As of September 27, 2026, $10.1 million remained authorized under the plan.
The following table sets forth, for the months indicated, the Company’s purchase of common stock during the three months ended September 27, 2026:
| | | | | | | | | | | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased (1) | | Average Price Paid Per Share (2) | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
| | | | | | | |
| (in thousands, except shares and average price paid per share) |
| | | | | | | |
| 06/29/26 - 07/26/26 | 15,087 | | $ | 3.77 | | | 15,087 | | $ | 10,175 | |
| 07/27/26 - 08/23/26 | - | | $ | - | | | - | | $ | 10,175 | |
| 08/24/26 - 09/27/26 | 12,512 | | $ | 3.06 | | | 12,512 | | $ | 10,137 | |
| Total | 27,599 | | $ | 3.45 | | | 27,599 | | |
(1)Includes shares acquired under the Company's stock repurchase program to satisfy employee tax withholding obligations upon the vesting of restricted stock awards.
(2)Average price per share excludes commissions and other transaction fees.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Plans
During the three months ended September 27, 2026, 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.
ITEM 6. EXHIBITS
| | | | | |
| 2.1 | Asset Purchase Agreement dated as of September 26, 2026, by and among PlanetArt, LLC, 1-800-Flowers.com, Inc., 800-Flowers, Inc., PersonalizationMall.com, LLC, Personalization Universe, LLC, and TR Acquisition, LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on September 29, 2026). |
| 2.2 | Amendment to Asset Purchase Agreement dated as of October 16, 2026, by and among PlanetArt, LLC, 1-800-Flowers.com, Inc., 800-Flowers, Inc., PersonalizationMall.com, LLC, Personalization Universe, LLC, and TR Acquisition, LLC* † |
| 10.1 | Description of Executive Severance Plan, adopted effective October 17, 2025 and amended as of October 20, 2026. *^ |
| 10.2 | Description of Capital Raise Incentive Program, effective as of December 10, 2026.*^ |
| 31.1 | Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
| 31.2 | Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
| 32.1 | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * |
| 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) |
*Filed herewith.
† This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon its request.
^ Management contracts or compensatory plans or arrangements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | |
| 1-800-FLOWERS.COM, Inc. (Registrant) |
| |
Date: November 6, 2026 | By: /s/ Adolfo Villagomez Adolfo Villagomez Chief Executive Officer (Principal Executive Officer) |
| |
Date: November 6, 2026 | /s/ James M. Langrock James M. Langrock Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) |