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1-800-Flowers FY26 revenue drops to $1.5B

1-800-FLOWERS.COM, Inc. (FLWS) reported weak Fiscal 2026 results alongside an amendment to its credit agreement to increase financial flexibility.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

1-800-FLOWERS.COM, Inc. (FLWS) reported weak Fiscal 2026 results alongside an amendment to its credit agreement to increase financial flexibility. For the year ended June 28, 2026, revenue was $1.50 billion, down 10.8% from $1.69 billion, with a net loss of $134.8 million including a $45.2 million non-cash goodwill and intangible impairment charge. Adjusted EBITDA fell to $2.9 million from $29.2 million. Year-end cash and cash equivalents were $11.4 million, compared with $46.5 million a year earlier.

The company’s Third Amendment to its Third Amended and Restated Credit Agreement replaces existing covenants with a minimum liquidity covenant through September 26, 2027 and a minimum consolidated EBITDA covenant thereafter, and expands permissions for asset sales during an “Affected Period” through as late as June 26, 2028. The amendment allows retention of up to $30 million of certain asset sale proceeds after at least $15 million of term-loan prepayments, and imposes extra restrictions on transfers of material intellectual property and added reporting and prepayment requirements. For Fiscal 2027, management expects net revenues to decline in the mid-single-digit range but projects Adjusted EBITDA of $10–$15 million.

Positive

  • Credit agreement amended to extend covenant relief, add a liquidity covenant and expand permissions for asset sales, including retention of up to $30 million of proceeds after a $15 million term-loan prepayment, which increases financial flexibility during the Affected Period.
  • Net loss narrowed to $134.8 million from $200.0 million year over year, despite a $45.2 million non-cash impairment in 2026 versus $143.8 million in the prior year.
  • Management expects Fiscal 2027 Adjusted EBITDA of $10–$15 million, up from $2.9 million in Fiscal 2026, even while continuing to reinvest in strategic growth initiatives.
  • Operating expenses were reduced by $158.6 million to $698.5 million; on an adjusted basis they fell by $62.0 million to $633.3 million, reflecting cost-cutting and efficiency efforts.

Negative

  • Fiscal 2026 revenue declined 10.8% to $1.50 billion, and fourth-quarter revenue fell 12.9% to $293.1 million, indicating sustained top-line pressure across major segments.
  • Adjusted EBITDA collapsed to $2.9 million in Fiscal 2026 from $29.2 million a year earlier, and fourth-quarter Adjusted EBITDA loss widened to $(31.0) million from $(24.2) million.
  • The company reported a net loss of $134.8 million for Fiscal 2026 and continued adjusted net losses, with adjusted net loss at $77.5 million versus $52.5 million in the prior year.
  • Year-end cash and cash equivalents dropped to $11.4 million from $46.5 million, and Fiscal 2026 free cash flow was negative $13.0 million, though improved from negative $67.8 million.
  • For Fiscal 2027, management expects net revenues to decline in the mid-single-digit range versus 2026, signaling another year of anticipated revenue contraction.

Filing Explained

The company is in the early stages of evaluating public or private debt or equity financings, non-strategic asset sales, and other capital-structure options; the filing commits to none of them, so no new financing, share issuance, debt, or sale proceeds is established.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Fiscal 2026 Revenue $1.50 billion Total consolidated revenues for the year ended June 28, 2026, down 10.8% from $1.69 billion
Fiscal 2026 Net Loss $134.8 million Net loss for the year ended June 28, 2026, including a $45.2 million non-cash goodwill and intangible impairment charge
Goodwill and intangible impairment 2026 $45.2 million Non-cash goodwill and intangible impairment charge recorded in Fiscal 2026
Fiscal 2026 Adjusted EBITDA $2.9 million Adjusted EBITDA for Fiscal 2026, compared with $29.2 million in the prior year
Year-end Cash and Cash Equivalents $11.4 million Cash and cash equivalents as of June 28, 2026, versus $46.5 million as of June 29, 2025
Free Cash Flow 2026 -$13.0 million Free cash flow for Fiscal 2026, improving from -$67.8 million in Fiscal 2025
Credit Agreement Asset Sale Retention Capacity $30.0 million Maximum aggregate proceeds from certain asset sales the company may retain during the Affected Period after at least $15.0 million of term-loan prepayments
Fiscal 2027 Adjusted EBITDA Guidance $10–$15 million Projected Adjusted EBITDA range for Fiscal 2027, including approximately $12 million of additional compensation expense
Adjusted EBITDA financial
"Adjusted EBITDA1 for the fiscal year was $2.9 million, as compared with $29.2 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Segment Contribution Margin financial
"We define Segment Contribution Margin as earnings before interest, taxes, depreciation, and amortization"
Segment contribution margin is the money a specific business unit or product line generates after paying the direct, variable costs tied to producing and selling its goods or services. Think of it as the cash each segment puts into a company’s shared expenses and potential profit — like how much each branch of a store contributes toward rent and corporate overhead. Investors use it to judge which segments are truly profitable, where growth dollars should go, and how efficiently different parts of a business scale.
Free cash flow financial
"We define Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
covenant relief financial
"amended its credit agreement to extend its existing covenant relief and provide the Company with additional flexibility"
Covenant relief is when lenders agree to relax or temporarily waive the rules tied to a loan or credit agreement — for example allowing a company to miss a financial test or delay repayments without being treated as in default. It matters to investors because it can lower the near-term risk of bankruptcy and give a business more breathing room, but it also weakens creditor protections and can signal underlying financial stress that affects bond and stock values.
non-cash goodwill and intangible impairment charge financial
"which includes a $45.2 million Non-Cash Goodwill and Intangible Impairment Charge"
Revenue $1.50 billion -10.8% vs $1.69 billion in Fiscal 2025
Net loss $134.8 million improved from $200.0 million net loss in Fiscal 2025
Adjusted EBITDA $2.9 million down from $29.2 million in Fiscal 2025 (90.0% decrease as disclosed)
Fourth-quarter revenue $293.1 million -12.9% vs prior-year quarter
Fourth-quarter Adjusted EBITDA -$31.0 million loss widened from -$24.2 million in prior-year quarter
Guidance

For Fiscal 2027, the company expects net revenues to decline in the mid-single-digit range compared with Fiscal 2026 and projects Adjusted EBITDA of $10–$15 million, including approximately $12 million of additional compensation expense versus Fiscal 2026.

FAQ

How did FLWS perform financially in Fiscal 2026?
FLWS generated $1.50 billion in revenue in Fiscal 2026, down 10.8% from $1.69 billion, and reported a net loss of $134.8 million including a $45.2 million non-cash goodwill and intangible impairment, with Adjusted EBITDA of $2.9 million.

What changes did FLWS make to its credit agreement?
On September 9, 2026, FLWS entered a Third Amendment to its credit agreement, adding a minimum liquidity covenant through September 26, 2027, a minimum consolidated EBITDA covenant thereafter, expanded asset sale permissions, tighter intellectual property transfer limits, monthly lender calls, and additional revolving facility prepayment obligations.

What is the impact of asset sale provisions in FLWS’s amended credit agreement?
During the Affected Period, FLWS may expand asset sales and retain up to $30 million in aggregate proceeds from certain sales after using part of those proceeds to prepay at least $15 million of its term loan, giving more flexibility to fund strategic initiatives.

What guidance did FLWS provide for Fiscal 2027?
For Fiscal 2027, FLWS expects net revenues to decline in the mid-single-digit range versus 2026, but projects Adjusted EBITDA of $10–$15 million, which includes about $12 million of additional compensation expense compared with 2026.

How did FLWS’s balance sheet change by June 28, 2026?
Total assets declined to $637.0 million from $772.6 million. Cash and cash equivalents decreased to $11.4 million, current maturities of long-term debt were $24.0 million, long-term debt net was $112.2 million, and stockholders’ equity fell to $143.7 million.

What were FLWS’s key cash flow metrics for Fiscal 2026?
Net cash provided by operating activities was $18.3 million, versus net cash used of $26.4 million in 2025. Capital expenditures were $31.3 million, leading to free cash flow of negative $13.0 million, an improvement from negative $67.8 million.

How did FLWS’s business segments perform in Fiscal 2026?
In Fiscal 2026, Consumer Floral & Gifts revenue fell 17.7% to $638.9 million, Gourmet Foods & Gift Baskets revenue fell 5.2% to $768.5 million, and BloomNet revenue declined 1.9% to $96.8 million, with mixed margin performance across segments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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1 800 FLOWERS COM INC0001084869False00010848692026-09-092026-09-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 9, 2026
(Date of earliest event reported)
1-800-FLOWERS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware0-2684111-3117311
(State of incorporation)(Commission File Number)(IRS Employer
Identification No.)
Two Jericho Plaza, Suite 200
Jericho, New York 11753
(Address of principal executive offices) (Zip Code)
(516) 237-6000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common StockFLWSThe Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
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


Item 1.01. Entry into a Material Definitive Agreement.
On September 9, 2026, 1-800-FLOWERS.COM, INC. (the “Company”), certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Third Amendment (the “Third Amendment”) to the Third Amended and Restated Credit Agreement, dated June 27, 2023 (the Third Amended and Restated Credit Agreement, as amended by the First Amendment (the "First Amendment"), dated January 28, 2025, and the Second Amendment (the "Second Amendment"), dated May 6, 2025, the “Existing Credit Agreement”).
The Third Amendment amended the Existing 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 outstanding term loan under the Existing Credit Agreement (the "Term Loan") 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. The "Affected Period" means the 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 Amended and 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.
In the ordinary course of their respective businesses, the lenders and their affiliates have engaged, and may in the future engage, in commercial banking and financing transactions with the Company and its affiliates.
The foregoing summary of certain terms of the Third Amendment in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete text of the Third Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.02.    Results of Operations and Financial Condition.
On September 10, 2026, the Company. issued a press release announcing its financial results for its Fiscal 2026 Fourth Quarter and Full Year, ended June 28, 2026. A copy of the press release is included as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed or furnished, as required, with this Form 8-K:
10.1 Third Amendment, dated as of September 9, 2026, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023.
99.1 Press Release dated September 10, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
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 hereunto duly authorized.
1-800-FLOWERS.COM, INC.
By:/s/ James Langrock
James Langrock
Senior Vice President, Treasurer and Chief Financial Officer
Date: September 10, 2026



Exhibit 99.1

image.jpg

Investor Contact:
Media Contact:
Andy Milevojpress@1800flowers.com
investors@1800flowers.com

1-800-FLOWERS.COM, Inc. Reports Fiscal 2026 Fourth Quarter and Year-End Results

Reports Fiscal Year 2026 Revenue of $1.50 billion, a Net Loss of $134.8 million, which includes a $45.2 million Non-Cash Goodwill and Intangible Impairment Charge, and Adjusted EBITDA1 of $2.9 million

Company Amends Credit Agreement to Enhance Financial Flexibility and Evaluates a Range of Capital Raising Options to Optimize Capital Structure and Support Strategic Initiatives

Provides Outlook for Fiscal Year 2027


Jericho, NY, September 10, 2026 – 1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS), a leading provider of thoughtful expressions designed to help inspire customers to give more, connect more, and build more and better relationships, today reported results for its Fiscal 2026 fourth quarter and year ended June 28, 2026.

“Fiscal 2026 was a year of meaningful progress as we strengthened the foundation of our business and positioned the Company for its next phase of transformation,” said Adolfo Villagomez, Chief Executive Officer of 1-800-Flowers.com. “We strengthened our leadership team, began to modernize our digital and marketing capabilities, simplified how we operate, and became a more customer-first, data-driven organization. As we enter fiscal 2027, accelerating the recovery of our revenue trends is our highest priority. We will continue building these capabilities while increasingly putting them to work to improve customer acquisition, engagement, and retention and to drive better business performance over time.”

“As part of our continued efforts to enhance our financial flexibility and support the ongoing transformation of the business, we recently amended our credit agreement to provide additional financial flexibility,” continued Mr. Villagomez. “We are also evaluating a range of options, including the sale of non-strategic assets and capital raising options, intended to optimize our capital structure and support investments in our transformation and drive future growth. While this work is underway, we remain focused on executing our fiscal 2027 priorities and improving the fundamental drivers of our business.”

( 1 )

Credit Agreement Amendment
The Company announced that it has amended its credit agreement to extend its existing covenant relief and provide the Company with additional flexibility to use a portion of the proceeds from potential asset sales to invest in strategic initiatives and support the ongoing transformation of the business. Additional information regarding the amendment can be found in the Company’s Form 8-K filed with the SEC on September 10, 2026.

Evaluation of Capital Raising Options
The Company is also evaluating a range of options intended to optimize its capital structure and provide additional capital to support investments in its transformation and drive future growth. The potential options may include, but are not limited to, one or more public or private debt or equity financings, potential divestitures of non-strategic assets, or other capital structure transactions. The Company has retained Guggenheim Securities, LLC as its financial advisor in connection with this evaluation. There can be no assurance that the evaluation will result in any transaction or outcome or, if one or more transactions ensue, what the terms of any such transaction might be. The Company is in the early stages of the evaluation and will not comment further during the process.

Fiscal 2026 Fourth Quarter Performance
•Total consolidated revenues decreased 12.9% to $293.1 million, compared with the prior year period, primarily reflecting a strategic shift to improve marketing effectiveness and profitability. Consumer Floral & Gifts revenues declined 13.4%, Gourmet Foods & Gift Baskets revenues, which were impacted by the timing of Easter, declined 15.4%, while BloomNet revenues increased 1.9%.

•Gross profit margin decreased 80 basis points to 34.7%, compared with 35.5% in the prior year period, primarily due to deleveraging on the sales decline, higher commodity costs and inventory reserves, partially offset by the Company’s cost reduction and operational efficiency initiatives, along with an approximately $7 million benefit related to tariff refunds.

•Operating expenses decreased $16.7 million year-to-year to $158.2 million. Excluding non-recurring charges and the impact of the Company’s non-qualified deferred compensation plan in both periods, operating expenses decreased $8.9 million as compared with the prior year to $150.8 million, primarily due to lower marketing and labor costs.

•Net loss for the quarter was $52.3 million, or $(0.82) per diluted share, as compared to a net loss of $(51.9) million, or $(0.82) per share, in the prior year period.

•Adjusted net loss1 was $(51.6) million, or $(0.80) per diluted share, compared with an Adjusted net loss1 of $(43.8) million, or $(0.69) per share, in the prior year period.

•Adjusted EBITDA1 loss for the quarter was $(31.0) million, compared with Adjusted EBITDA1 loss of $(24.2) million in the prior year period.

(1)Refer to “Definitions of Non-GAAP Financial Measures” and the tables attached at the end of this press release for reconciliation of non-GAAP results to applicable GAAP results.

Fiscal Year 2026 Performance

•Total consolidated revenues decreased 10.8% to $1.50 billion, compared with total consolidated revenues of $1.69 billion in the prior year period.

( 2 )

•Gross profit margin decreased 70 basis points to 38.0%, compared with 38.7% in the prior year period, primarily due to deleveraging on the sales decline, higher commodity costs and inventory reserves, partially offset by the Company’s cost reduction and operational efficiency initiatives. Excluding the impact of non-recurring charges in the year ago period, gross profit margin decreased 110 basis points as compared with the prior year period.

•Operating expenses decreased $158.6 million to $698.5 million, as compared with the prior year period. Excluding non-recurring charges and the impact of the Company’s non-qualified deferred compensation plan in both periods, operating expenses decreased by $62.0 million to $633.3 million, as compared with the prior year.

•Net loss for the fiscal year was $(134.8) million or $(2.11), per diluted share, which includes a $45.2 million non-cash goodwill and intangible impairment charge, compared with a net loss of $(200.0) million, or $(3.13) per diluted share, in the prior year period, which included a non-cash goodwill and intangible impairment charge of $143.8 million.

•Adjusted net loss1 was $(77.5) million, or $(1.21) per diluted share, compared with Adjusted net loss1 of $(52.5) million, or $(0.82) per diluted share, in the prior year period.

•Adjusted EBITDA1 for the fiscal year was $2.9 million, as compared with $29.2 million in the prior year period.

Segment Results
The Company provides Fiscal 2026 fourth quarter and full year selected financial results for its Gourmet Foods & Gift Baskets, Consumer Floral & Gifts, and BloomNet® segments in the tables attached to this release and as follows:

Gourmet Foods & Gift Baskets: For the quarter, revenues decreased 15.4% to $85.8 million, as compared with the prior year period. Gross profit margin decreased 830 basis points from the prior year period to 17.7% due to deleveraging on the sales decline and increased tariff, commodity and shipping costs. The segment contribution margin1 loss was $23.4 million, compared with segment contribution margin loss of $19.0 million in the prior year period, excluding severance costs.

For the full fiscal year, revenue decreased 5.2% to $768.5 million. Gross profit margin decreased 130 basis points to 35.5%. Excluding non-recurring costs in both years, segment contribution margin1 for the year was $52.7 million, compared with $58.8 million in the prior year.

Consumer Floral & Gifts: For the quarter, revenues decreased 13.4% to $182.8 million, as compared with the prior year period. Gross profit margin increased 220 basis points from the prior year period to 40.7% on lower commodity and shipping costs. The segment contribution margin1 was $17.1 million, compared with $17.4 million in the prior year period, excluding severance and impairment costs.

For the full fiscal year, revenues decreased 17.7% to $638.9 million, as compared with the prior year period. Gross profit margin increased 10 basis points from the prior year period to 39.4%. Excluding the non-recurring costs in both years, segment contribution margin was $48.6 million, compared with $50.5 million in the prior year.

BloomNet: For the quarter, revenues increased 1.9% to $24.7 million, as compared with the prior year period. Gross profit margin increased 190 basis points from the prior year period to 48.8%. The segment contribution margin1 was $7.4 million, compared with $6.5 million in the prior year period, excluding severance costs.

( 3 )

For the full fiscal year, revenues decreased 1.9% to $96.8 million, as compared with the prior year period. Gross profit margin decreased 10 basis points from the prior year period to 48.4%. Excluding the impact of the severance charges, segment contribution margin1 for the year was $27.2 million, compared with $29.3 million in the prior year.

Fiscal Year 2027 Outlook
During Fiscal 2027, the Company expects to continue reinvesting a significant portion of the cost savings achieved through its operational efficiency initiatives into strategic growth investments. These investments include further modernization of the Company's marketing capabilities, continued development of its marketing technology platform, enhancements to its digital customer experience and personalization capabilities, and other initiatives designed to strengthen customer acquisition, engagement, and retention.

While the Company expects the benefits of these investments to build over multiple years, management believes Fiscal 2027 marks the next phase of its transformation. The Company will continue to build key capabilities while increasingly leveraging the investments made during Fiscal 2026 to improve operating performance and create sustainable long-term value.

For Fiscal 2027, the Company expects net revenues to decline in the mid-single digit range compared with Fiscal 2026. The Company expects Fiscal 2027 adjusted EBITDA of $10 million to $15 million, which includes approximately $12 million of additional compensation expense versus Fiscal 2026.

Conference Call
The Company will conduct a conference call to discuss its financial results today, September 10, 2026, at 8:00 a.m. (ET). The conference call will be webcast from the Investors section of the Company’s website at www.1800flowersinc.com. A recording of the call will be posted on the Investors section of the Company’s website within two hours of the call’s completion.

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. Non-GAAP financial measures referred to in this document are either labeled as “Non-GAAP,” “adjusted” or designated as such with a “1”. See below for definitions and the reasons why we use these non-GAAP financial measures. Where applicable, see the Selected Financial Information below for reconciliations of these non-GAAP measures to their most directly comparable GAAP financial measures. 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.

( 4 )

EBITDA and Adjusted EBITDA:
We define EBITDA as net income (loss) 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”) investment appreciation/depreciation, goodwill and intangible impairment and for certain items affecting period-to-period comparability. See Selected Financial Information for details on how EBITDA and Adjusted EBITDA were calculated for each period presented. 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.

Segment Contribution Margin and Adjusted Segment Contribution Margin:
We define Segment Contribution Margin as earnings before interest, taxes, depreciation, and amortization, before the allocation of corporate overhead expenses. Adjusted Segment Contribution Margin is defined as Segment Contribution Margin adjusted for certain items affecting period-to-period comparability. See Selected Financial Information for details on how Segment Contribution Margin and Adjusted Segment Contribution Margin were calculated for each period presented. When viewed together with our GAAP results, we believe Segment Contribution Margin and Adjusted Segment Contribution Margin provide management and users of the financial statements meaningful information about the performance of our business segments. Segment Contribution Margin and Adjusted Segment Contribution Margin are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. The material limitation associated with the use of Segment Contribution Margin and Adjusted Segment Contribution Margin is that they are an incomplete measure of profitability as they do not include all operating expenses or non-operating income and expenses. Management compensates for this limitation when using these measures by looking at other GAAP measures, such as Operating Income (Loss) and Net Income (Loss).

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. See Selected Financial Information below for details on how Adjusted Net Income (Loss) Per Common Share and Adjusted or Comparable Net Income (Loss) Per Common Share were calculated for each period presented. 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.


( 5 )



Free Cash Flow:
We define Free Cash Flow as net cash provided by (used in) operating activities 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 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.

About 1-800-FLOWERS.COM, Inc.
1-800-FLOWERS.COM, Inc. 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 an all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Card Isle®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Things Remembered®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Simply Chocolate® and Scharffen Berger®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge on eligible products across our portfolio of brands, 1-800-FLOWERS.COM, Inc. strives to deepen relationships with customers. The Company also operates BloomNet®, an international floral and gift industry service provider offering a broad-range of products and services designed to help its members grow their businesses profitably; Napco℠, a resource for floral gifts and seasonal décor; and DesignPac®, a manufacturer of gift baskets and towers. 1-800-FLOWERS.COM, Inc. was recognized among America’s Most Trustworthy Companies by Newsweek for 2024. 1-800-FLOWERS.COM, Inc. was also recognized as one of America’s Most Admired Workplaces for 2025 by Newsweek and was named to the Fortune 1000 list in 2022. Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS. For more information, visit 1800flowersinc.com. 

FLWS-COMP
FLWS-FN

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Special Note Regarding Forward Looking Statements:
This press release contains 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; they do not relate strictly to historical or current facts. Such statements can generally be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “foresee,” “forecast,” “likely,” “should,” “will,” “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, which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements relating to future actions; the Company’s ability to leverage its operating platform and reduce its operating expense ratio; its ability to successfully integrate acquired businesses and assets; its ability to successfully execute its strategic priorities; its ability to cost effectively acquire and retain customers and drive purchase frequency; the outcome of contingencies, including legal proceedings in the normal course of business; its ability to compete against existing and new competitors; its ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; its ability to reduce promotional activities and achieve more efficient marketing programs; and general consumer sentiment and industry and economic conditions that may affect levels of discretionary customer purchases of the Company’s products. The Company cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risk, uncertainties and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements. The Company undertakes no obligation to publicly update any of the forward-looking statements, whether because of new information, future events or otherwise, made in this release or in any of its SEC filings. Consequently, you should not consider any such list to be a complete set of all potential risks and uncertainties. For a more detailed description of these and other risk factors, refer to the Company’s SEC filings, including the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.


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1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)


June 28, 2026June 29, 2025
(unaudited)
Assets
Current assets:
Cash and cash equivalents $11,366 $46,502 
Trade receivables, net21,572 21,693 
Inventories 152,783 177,127 
Prepaid and other 25,719 37,405 
     Total current assets211,440 282,727 
Property, plant and equipment, net194,216 215,596 
Operating lease right-of-use assets 103,035 107,476 
Goodwill 3,071 37,625 
Trademarks with indefinite lives76,073 86,673 
Other intangibles, net1,304 2,691 
Other assets47,853 39,829 
Total assets $636,992 $772,617 
Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable$68,963 $74,581 
Accrued expenses 118,961 109,887 
Current maturities of long-term debt 24,000 21,000 
Current portion of long-term operating lease liabilities 17,291 15,918 
     Total current liabilities 229,215 221,386 
Long-term debt, net 112,176 134,764 
Long-term operating lease liabilities 95,468 99,644 
Deferred tax liabilities, net 5,986 6,679 
Other liabilities 50,496 41,862 
Total liabilities 493,341 504,335 
Total stockholders’ equity143,651 268,282 
Total liabilities and stockholders’ equity $636,992 $772,617 









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1-800-FLOWERS.COM, Inc. and Subsidiaries
Selected Financial Information
Consolidated Statements of Operations
(in thousands, except for per share data)
(unaudited)
Three Months Ended Years Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Net revenues:
E-Commerce $258,656 $302,187 $1,273,126 $1,464,445 
Other 34,462 34,435 230,385 221,213 
     Total net revenues293,118 336,622 1,503,511 1,685,658 
Cost of revenues191,308 217,261 932,176 1,033,386 
Gross profit 101,810 119,361 571,335 652,272 
Operating expenses:
Marketing and sales 91,412 104,611 402,821 480,439 
Technology and development 14,568 15,939 57,857 62,279 
General and administrative 37,963 35,356 139,003 116,926 
Depreciation and amortization14,239 13,331 53,617 53,618 
Goodwill impairment — 5,603 34,554 119,023 
Intangible impairment— — 10,600 24,800 
     Total operating expenses 158,182 174,840 698,452 857,085 
Operating loss(56,372)(55,479)(127,117)(204,813)
Interest income(367)(759)(1,857)(3,380)
Interest expense2,883 3,599 16,959 15,438 
Other income, net(6,343)(2,410)(7,450)(3,514)
Loss before income taxes (52,545)(55,909)(134,769)(213,357)
Income tax (benefit) expense(248)(4,002)(4)(13,364)
Net loss$(52,297)$(51,907)$(134,765)$(199,993)
Basic and diluted net loss per common share $(0.82)$(0.82)$(2.11)$(3.13)
Basic and diluted weighted average shares used in the calculation of net loss per common share 64,134 63,598 63,912 63,807 














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1-800-FLOWERS.COM, Inc. and Subsidiaries
Selected Financial Information
Consolidated Statement of Cash Flows
(in thousands)
(unaudited)

Years Ended
June 28, 2026June 29, 2025
Operating Activities:
Net loss$(134,765)$(199,993)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, net of acquisitions:
Goodwill and intangible impairment 45,154 143,823 
Depreciation and amortization53,617 53,618 
Amortization of deferred financing costs1,412 866 
Deferred income taxes(693)(12,723)
Bad debt expense223 674 
Stock-based compensation 11,256 11,891 
Other non-cash items 776 2,013 
Changes in operating items, net of acquisitions:
Trade receivables 3,553 (4,284)
Inventories 24,344 756 
Prepaid and other 11,686 (5,682)
Accounts payable and accrued expenses (199)(16,997)
Other assets and other liabilities 1,944 (325)
Net cash provided by (used in) operating activities 18,308 (26,363)
Investing activities:
Acquisitions, net of cash acquired — (3,000)
Capital expenditures (31,280)(41,463)
Net cash used in investing activities (31,280)(44,463)
Financing activities:
Acquisition of treasury stock (1,164)(10,175)
Proceeds from exercise of employee stock options— 281 
Proceeds from bank borrowings175,000 110,000 
Repayment of bank borrowings(196,000)(140,000)
Debt issuance costs— (2,215)
Net cash used in financing activities (22,164)(42,109)
Net change in cash and cash equivalents (35,136)(112,935)
Cash and cash equivalents:
Beginning of period 46,502 159,437 
End of period$11,366 $46,502 
( 10 )


1-800-FLOWERS.COM, Inc. and Subsidiaries
Selected Financial Information - Category Information
(dollars in thousands)
(unaudited)
 Three Months Ended
June 28, 2026Restructuring cost/Severance
As adjusted (non-GAAP) June 28, 2026
June 29, 2025Goodwill and Intangible ImpairmentRestructuring cost / Severance
As adjusted (non-GAAP) June 29, 2025
% Change
Net revenues:
Consumer Floral & Gifts $182,813 $— $182,813 $211,222 $— $— $211,222 (13.4)%
BloomNet 24,708 — 24,708 24,243 — — 24,243 1.9 %
Gourmet Foods & Gift Baskets85,801 — 85,801 101,396 — — 101,396 (15.4)%
Corporate 42 — 42 62 — — 62 (32.3)%
Intercompany eliminations (246)— (246)(301)— — (301)18.3 %
Total net revenues $293,118 $— $293,118 $336,622 $— $— $336,622 (12.9)%
Gross profit:
Consumer Floral & Gifts $74,367 $— $74,367 $81,246 $— $— $81,246 (8.5)%
40.7 %40.7 %38.5 %38.5 %
BloomNet 12,061 — 12,061 11,363 — — 11,363 6.1 %
48.8 %48.8 %46.9 %46.9 %
Gourmet Foods & Gift Baskets15,195 — 15,195 26,382 — — 26,382 (42.4)%
17.7 %17.7 %26.0 %26.0 %
Corporate 187 — 187 370 — — 370 (49.5)%
445.2 %445.2 %596.8 %596.8 %
Total gross profit $101,810 $— $101,810 $119,361 $— $— $119,361 (14.7)%
34.7 %34.7 %35.5 %35.5 %
EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts $16,887 $198 $17,085 $10,539 $5,603 $1,261 $17,403 (1.8)%
BloomNet 7,404 — 7,404 6,274 — 189 6,463 14.6 %
Gourmet Foods & Gift Baskets(23,381)— (23,381)(20,229)— 1,206 (19,023)(22.9)%
Segment Contribution Margin Subtotal 910 198 1,108 (3,416)5,603 2,656 4,843 (77.1)%
Corporate (b)(43,043)525 (42,518)(38,732)— 2,459 (36,273)(17.2)%
EBITDA (non-GAAP)(42,133)723 (41,410)(42,148)5,603 5,115 (31,430)(31.8)%
Add: Stock-based compensation3,761 — 3,761 2,785 — — 2,785 35.0 %
Add: Compensation charge related to NQDC Plan investment appreciation 6,632 — 6,632 4,399 — — 4,399 50.8 %
Adjusted EBITDA (non-GAAP)$(31,740)$723 $(31,017)$(34,964)$5,603 $5,115 $(24,246)(27.9)%




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1-800-FLOWERS.COM, Inc. and Subsidiaries
Selected Financial Information - Category Information
(dollars in thousands)
(unaudited)
Years Ended
June 28, 2026Goodwill and Intangible ImpairmentRestructuring cost/Severance
As adjusted (non-GAAP) June 28, 2026
June 29, 2025System Implementation CostsGoodwill and Intangible Impairment Restructuring cost / Severance
As adjusted (non-GAAP) June 29, 2025
% Change
Net revenues:
Consumer Floral & Gifts $638,931 $— $— $638,931 $776,781 $— $— $— $776,781 (17.7)%
BloomNet 96,832 — — 96,832 98,707 — — — 98,707 (1.9)%
Gourmet Foods & Gift Baskets768,520 — — 768,520 810,941 — — — 810,941 (5.2)%
Corporate 249 — — 249 333 — — — 333 (25.2)%
Intercompany eliminations (1,021)— — (1,021)(1,104)— — — (1,104)7.5 %
Total net revenues $1,503,511 $— $— $1,503,511 $1,685,658 $— $— $— $1,685,658 (10.8)%
Gross profit:
Consumer Floral & Gifts $251,517 $— $— $251,517 $305,508 $— $— $— $305,508 (17.7)%
39.4 %39.4 %39.3 %39.3 %
BloomNet 46,829 — — 46,829 47,914 — — — 47,914 (2.3)%
48.4 %48.4 %48.5 %48.5 %
Gourmet Foods & Gift Baskets272,569 — — 272,569 298,052 6,625 — — 304,677 (10.5)%
35.5 %35.5 %36.8 %37.6 %
Corporate 420 — — 420 798 — — — 798 (47.4)%
168.7 %168.7 %239.6 %239.6 %
Total gross profit $571,335 $— $— $571,335 $652,272 $6,625 $— $— $658,897 (13.3)%
38.0 %38.0 %38.7 %39.1 %
EBITDA (non-GAAP):
Segment Contribution Margin (non-GAAP) (a):
Consumer Floral & Gifts $573 $45,154 $2,859 $48,586 $(94,620)$— $143,823 $1,261 $50,464 (3.7)%
BloomNet 26,930 — 281 27,211 29,047 — — 222 29,269 (7.0)%
Gourmet Foods & Gift Baskets47,994 — 4,725 52,719 46,993 10,393 — 1,387 58,773 (10.3)%
Segment Contribution Margin Subtotal 75,497 45,154 7,865 128,516 (18,580)10,393 143,823 2,870 138,506 (7.2)%
Corporate (b)(148,997)— 4,447 (144,550)(132,615)3,008 — 2,953 (126,654)(14.1)%
EBITDA (non-GAAP)(73,500)45,154 12,312 (16,034)(151,195)13,401 143,823 5,823 11,852 (235.3)%
Add: Stock-based compensation11,256 — — 11,256 11,891 — — — 11,891 (5.3)%
Add: Compensation charge related to NQDC Plan investment appreciation7,708 — — 7,708 5,423 — — — 5,423 42.1 %
Adjusted EBITDA (non-GAAP)$(54,536)$45,154 $12,312 $2,930 $(133,881)$13,401 $143,823 $5,823 $29,166 (90.0)%
( 12 )



1-800-FLOWERS.COM, Inc. and Subsidiaries
Selected Financial Information
(in thousands, except for per share data)
(unaudited)

Reconciliation of net loss to adjusted net loss (non-GAAP):
Three Months Ended Years Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Net loss$(52,297)$(51,907)$(134,765)$(199,993)
Adjustments to reconcile net loss to adjusted net loss (non-GAAP):
Add: System implementation costs — — — 13,401 
Add: Restructuring cost/ Severance 723 5,115 12,312 5,823 
Add: Goodwill and intangible impairment — 5,603 45,154 143,823 
Deduct: Income tax effect on adjustments(30)(2,639)(182)(15,572)
Adjusted net loss (non-GAAP)$(51,604)$(43,828)$(77,481)$(52,518)
Basic and diluted net loss per common share$(0.82)$(0.82)$(2.11)$(3.13)
Basic and diluted adjusted net loss per common share (non-GAAP)$(0.80)$(0.69)$(1.21)$(0.82)
Weighted average shares used in the calculation of basic and diluted net loss and adjusted net loss per common share 64,134 63,598 63,912 63,807 
( 13 )



1-800-FLOWERS.COM, Inc. and Subsidiaries
Selected Financial Information
(in thousands)
(unaudited)
Reconciliation of net loss to adjusted EBITDA (non-GAAP):
Three Months Ended Years Ended
June 28, 2026June 29, 2025June 28, 2026June 29, 2025
Net loss$(52,297)$(51,907)$(134,765)$(199,993)
Add: Interest expense and other, net (3,827)430 7,652 8,544 
Add: Depreciation and amortization 14,239 13,331 53,617 53,618 
Add: Income tax (benefit) expense (248)(4,002)(4)(13,364)
EBITDA (42,133)(42,148)(73,500)(151,195)
Add: Stock-based compensation3,761 2,785 11,256 11,891 
Add: Compensation charge related to NQDC Plan investment appreciation 6,632 4,399 7,708 5,423 
Add: System implementation costs — — — 13,401 
Add: Restructuring cost/Severance723 5,115 12,312 5,823 
Add: Goodwill and intangible impairment — 5,603 45,154 143,823 
Adjusted EBITDA$(31,017)$(24,246)$2,930 $29,166 
(a) Segment performance is measured based on segment contribution margin or segment Adjusted EBITDA, reflecting only the direct controllable revenue and operating expenses of the segments, both of which are non-GAAP measurements. As such, management’s measure of profitability for these segments does not include the effect of corporate overhead, described above, depreciation and amortization, other income, net, and other items that we do not consider indicative of our core operating performance.
(b) Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive, and stock-based compensation, as well as changes in the fair value of the Company's NQDC Plan. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions are included within corporate expenses as they are not directly allocable to a specific segment.











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1-800-FLOWERS.COM, Inc. and Subsidiaries
Selected Financial Information
(in thousands)
(unaudited)

Reconciliation of net cash provided by (used in) operating activities to free cash flow (non-GAAP): Years Ended
June 28, 2026June 29, 2025
Net cash provided by (used in) operating activities $18,308 $(26,363)
Capital expenditures(31,280)(41,463)
Free cash flow$(12,972)$(67,826)


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