1 800 Flowers Com Inc 10-Q for FY2026 Q3
1 800 Flowers Com Inc (FLWS)
10-Q
2026-05-07
For: 2026-03-29
View Original
Added on
May 07, 2026
About this 10-Q
1 800 Flowers Com Inc filed this 10-Q on May 7, 2026, covering the quarter ended March 29, 2026 (FY2026 Q3).
Headline figures
Quarter ended March 29, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $293.01M
- down 11.6% from $331.45M a year earlier
- Net loss
- $100.06M
- compared with a net loss of $178.24M a year earlier
- Diluted EPS
- -$1.56
- compared with -$2.80 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended March 29, 2026
or
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)
| (State of incorporation) | (I.R.S. Employer Identification No.) | ||||
( | |||||
| (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 | ||||||
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 | ||||
o Non-accelerated filer | |||||
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 May 1, 2026:
Class A common stock: | ||
Class B common stock: | ||
1-800-FLOWERS.COM, Inc.
FORM 10-Q
For the quarterly period ended March 29, 2026
TABLE OF CONTENTS
| Page | ||||||||
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)
| March 29, 2026 | June 29, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade receivables, less allowances for credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid and other | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Trademarks with indefinite lives | |||||||||||
| Other intangibles, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Current portion of long-term operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated (deficit) retained earnings | ( | ||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
1
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 | Nine Months Ended | |||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of revenues (excludes depreciation and amortization) | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Marketing and sales | ||||||||||||||||||||||||||
| Technology and development | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Goodwill impairment | ||||||||||||||||||||||||||
| Intangible impairment | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other expense (income), net | ( | ( | ||||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | ||||||||||||||||||||||||
| Net loss and comprehensive net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Basic and diluted net loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Basic and diluted weighted average shares used in the calculation of net loss per common share | ||||||||||||||||||||||||||
2
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share data)
(unaudited)
| Three Months Ended March 29, 2026 and March 30, 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 December 28, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | - | - | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Class A treasury stock | - | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 29, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 29, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | - | - | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Class A treasury stock | - | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
3
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share data)
(unaudited)
Nine Months Ended March 29, 2026 and March 30, 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 29, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | - | - | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Class A treasury stock | - | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 29, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | - | - | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Class A treasury stock | - | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at March 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
4
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Nine Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Reconciliation of net loss to net cash provided by operating activities, net of acquisitions: | |||||||||||
| Goodwill and intangible impairment | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Bad debt expense | |||||||||||
| Stock-based compensation | |||||||||||
| Other non-cash items | ( | ( | |||||||||
| Changes in operating items, net of acquisitions: | |||||||||||
| Trade receivables | ( | ( | |||||||||
| Inventories | |||||||||||
| Prepaid and other | |||||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Other assets and liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||
| Capital expenditures | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Acquisition of treasury stock | ( | ( | |||||||||
| Proceeds from exercise of employee stock options | |||||||||||
| Proceeds from bank borrowings | |||||||||||
| Repayment of bank borrowings | ( | ( | |||||||||
| Debt issuance cost | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents: | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
5
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 and nine month periods ended March 29, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending June 28, 2026. 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 29, 2025.
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 second fiscal 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 also have 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 we expect 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 our 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.
6
•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.
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 29, 2025 was $23.7 million of which $1.8 million and $22.9 million was recognized as revenue during the three and nine months ended March 29, 2026. The deferred revenue balance as of March 29, 2026 was $27.9 million and is included within the “Accrued expenses” line item in the consolidated balance sheets.
Interim Impairment Evaluation
The Company performs its annual assessment of goodwill and indefinite-lived intangibles impairment during its fiscal fourth quarter, or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist.
During the quarter ended March 29, 2026, the Company evaluated whether events or circumstances had changed such that it was more likely than not that the fair value of its goodwill, intangibles and other long-lived assets were less than their carrying amounts. After consideration of current and projected operating results, changes in macro-economic conditions, and a decline in the Company’s market capitalization, the Company concluded that a triggering event had occurred for its Consumer Floral & Gifts reporting unit. As such, the Company performed an impairment test of the reporting unit’s goodwill, intangibles and long-lived assets as of March 29, 2026, and recorded a non-cash goodwill and intangible impairment charge of $45.2 million, comprised of $34.6 million related to goodwill and $10.6 million attributable to the Personalization Mall tradename (indefinite-lived intangible asset). The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.
In the prior fiscal year, based on an impairment assessment performed for the period ended March 30, 2025, the Company recorded a non-cash goodwill and intangible impairment charge of $138.2 million, comprised of $113.4 million attributable to goodwill and $24.8 million attributable to the Personalization Mall tradename (indefinite-lived intangible asset) within the same reporting unit. The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired. In the fourth quarter of fiscal 2025, the Company recorded an immaterial adjustment of $5.6 million to increase the previously recognized non-cash goodwill impairment charge. The adjustment was the result of a change in the estimated allocation of the impairment charge between goodwill that is deductible and non-deductible for tax purposes.
See Note 6 - Goodwill, trademarks with indefinite lives and other intangibles, net for further information.
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 Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”, ASC 325, “Investments – Other”, and ASC 958, “Not-for-Profit Entities”. 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.
7
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 November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires enhanced disclosures about a business entity's expenses, includes enhanced interim disclosure requirements, and requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires the disclosure of additional information with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes and requires greater detail about significant reconciling items in the reconciliation. Additionally, the amendment requires disaggregated information pertaining to taxes paid, net of refunds received, for federal, state, and foreign income taxes. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures and plans to adopt this standard in the fourth quarter of fiscal 2026.
Note 2 – Net income (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 | Nine Months Ended | ||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | ||||||||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Adjusted weighted-average shares and assumed conversions | |||||||||||||||||||||||
| Net loss per common share | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
8
Note 3 – Acquisitions
Acquisition of Scharffen Berger®
On July 1, 2024, the Company completed its acquisition of certain assets of the Scharffen Berger® brand, a chocolate manufacturer, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets segment. The Company used cash on hand to fund the purchase.
The total consideration of $3.3 million was primarily allocated to the identifiable assets acquired and liabilities assumed based on the estimates of their fair values on the acquisition date. During the quarter ended March 30, 2025, the Company finalized its purchase price allocation, and the consideration transferred was allocated to property, plant and equipment of $2.0 million, inventory of $1.3 million, and goodwill of $0.1 0.1 million.
Scharffen Berger annual revenues and results of operations, based on its most recently available financial information, are deemed immaterial to the Company's consolidated financial statements and, as such, pro forma results of operations have not been presented.
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:
| March 29, 2026 | June 29, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Finished goods | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Raw materials | |||||||||||
| Total inventory | $ | $ | |||||||||
Note 5 – Property, plant and equipment, net
The Company’s property, plant and equipment, net consists of the following:
| March 29, 2026 | June 29, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Land | $ | $ | |||||||||
| Orchards in production and land improvements | |||||||||||
| Building and building improvements | |||||||||||
| Leasehold improvements | |||||||||||
| Production equipment | |||||||||||
| Furniture and fixtures | |||||||||||
| Computer and telecommunication equipment | |||||||||||
| Software | |||||||||||
| Capital projects in progress | |||||||||||
| Property, plant and equipment, gross | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
9
Note 6 – Goodwill, trademarks with indefinite lives and other intangibles, net
The following table presents goodwill by segment:
| Consumer Floral & Gifts | BloomNet | Gourmet Foods & Gift Baskets | Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Balance at June 29, 2025 (a) | $ | $ | $ | $ | |||||||||||||||||||
| Impairment | ( | ( | |||||||||||||||||||||
| Balance at March 29, 2026 (b) | $ | $ | $ | $ | |||||||||||||||||||
(a) The total carrying value of goodwill is reflected net of $252.4 million of accumulated impairment charges, of which $119.0 million is related to the Consumer Floral & Gifts reporting unit and $133.4 million is related to the Gourmet Foods & Gift Baskets reporting unit.
The Company’s trademarks with indefinite lives and other intangible assets, net consists of the following:
| March 29, 2026 | June 29, 2025 | ||||||||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Customer lists | |||||||||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||
| Total intangible assets with determinable lives | |||||||||||||||||||||||||||||||||||||||||
| Trademarks with indefinite lives | - | - | |||||||||||||||||||||||||||||||||||||||
| Total identifiable intangible assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Future estimated amortization expense is as follows: remainder of fiscal 2026 - $0.3 million, fiscal 2027 - $0.6 million, fiscal 2028 - $0.3 million, fiscal 2029 - $0.2 million, fiscal 2030 - $0.1 million and thereafter - $0.1 million.
The Company performs its annual assessment of goodwill and indefinite-lived intangibles impairment during its fiscal fourth quarter, or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist.
During the quarter ended March 29, 2026, the Company evaluated whether events or circumstances had changed such that it was more likely than not that the fair value of its goodwill, intangibles and other long-lived assets were less than their carrying amounts. After consideration of current and projected operating results, changes in macro-economic conditions, and a decline in the Company’s market capitalization, the Company concluded that a triggering event had occurred for its Consumer Floral & Gifts reporting unit as of March 29, 2026.
10
The Company performed its goodwill impairment test by comparing the fair value of its Consumer Floral and Gifts reporting unit to its respective carrying value. The Company estimated the fair value of the Consumer Floral and Gifts reporting unit using an equal weighting of the income and market approaches, and a discount rate of 14.5 %. The Company used industry accepted valuation models and set criteria that were reviewed and approved by various levels of management. Under the income approach, the Company used a discounted cash flow methodology that required management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, perpetual growth rates, and long-term discount rates, among others. For the market approach, the Company used the guideline public company method. Under this method, the Company utilized information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that were applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values. The Company also reconciled the aggregate fair values of its reporting units to its current market capitalization.
The Company’s impairment test for indefinite-lived intangible assets encompassed calculating a fair value of the indefinite-lived intangible asset and comparing that result to its carrying value. To determine fair value of indefinite-lived intangible assets, the Company used an income approach, the relief-from-royalty method. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. Indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.
The Company’s impairment test for definite-lived and other long-lived assets was performed through a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of the asset or asset group to its carrying value.
Based on the impairment assessment performed for the period ended March 29, 2026, the Company recorded a non-cash goodwill and intangible impairment charge of $45.2 million, comprised of $34.6 million attributable to the Consumer Floral & Gifts reporting unit's goodwill and $10.6 million attributable to the Personalization Mall tradename (indefinite-lived intangible asset) within the same reporting unit. The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.
In the prior fiscal year, during the quarter ended March 30, 2025, as a result of operating results, changes in macro-economic conditions, and a decline in market capitalization, the Company recorded a non-cash goodwill and intangible impairment charge of $138.2 million, comprised of $113.4 million attributable to goodwill and $24.8 million attributable to the Personalization Mall tradename (indefinite-lived intangible asset) within the same reporting unit. The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired. In the fourth quarter of fiscal 2025, the Company recorded an immaterial adjustment of $5.6 million to increase the previously recognized non-cash goodwill impairment charge. The adjustment was the result of a change in the estimated allocation of the impairment charge between goodwill that is deductible and non-deductible for tax purposes.
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.
As described above, the Company’s Personalization Mall tradename was impaired during the quarter ended March 29, 2026 and was written down to its fair value causing zero excess fair value over the carrying amount as of the impairment test date, resulting in a risk of future impairment if any assumptions, estimates, or market factors change in the future.
11
Note 7 – Investments
Equity investments without a readily determinable fair value
Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significant influence, are accounted for at cost, less impairment (assessed qualitatively at each reporting period), adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. These investments are included within “Other assets” in the Company’s consolidated balance sheets. The aggregate carrying amount of the Company’s cost method investments was $0.4
Equity investments with a readily determinable fair value
Note 8 – 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.
12
Additional information related to the Company's leases is as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Lease costs: | ||||||||||||||||||||||||||
| Operating lease costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease costs | ||||||||||||||||||||||||||
| Short-term lease cost | ||||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total lease costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Cash paid for amounts included in measurement of operating lease liabilities | $ | $ | ||||||||||||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||||||||||||||
| March 29, 2026 | |||||
| Weighted-average remaining lease term - operating leases (in years) | |||||
| Weighted-discount rate - operating leases | % | ||||
Maturities of lease liabilities in accordance with ASC 842 as of March 29, 2026 and reconciliation to the consolidated balance sheet are as follows (in thousands):
| Fiscal Year: | |||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total future minimum lease payments | |||||
| Less: Imputed remaining interest | |||||
| Total operating lease liabilities | |||||
| Less: Current portion of long-term operating lease liabilities | |||||
| Long-term operating lease liabilities | $ | ||||
13
Note 9 – Accrued expenses
Accrued expenses consists of the following:
| March 29, 2026 | June 29, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Payroll and employee benefits | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Accrued marketing expenses | |||||||||||
| Accrued florist payout | |||||||||||
| Accrued purchases | |||||||||||
| Other | |||||||||||
| Accrued expenses | $ | $ | |||||||||
Severance and restructuring charges
Note 10 – Long-term debt, net
The Company’s current and long-term debt, net consists of the following:
| March 29, 2026 | June 29, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Revolving credit facility | $ | $ | |||||||||
| Term loan | |||||||||||
| Deferred financing costs | ( | ( | |||||||||
| Total debt | |||||||||||
| Less: current maturities of long-term debt | |||||||||||
| Long-term debt, net | $ | $ | |||||||||
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 “Existing Credit Agreement”).
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 (defined below)) 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 March 29, 2026 related to the Company's outstanding borrowings was 7.3 %.
14
The principal of the outstanding term loan under the Existing Credit Agreement (the "Term Loan") is subject to a quarterly payment of $3.0 million, which commenced on September 26, 2025, increasing to a quarterly payment of $6.0 million for the next 10 payments, with the remaining balance of $97.0 million due upon maturity on June 27, 2028. Future principal Term Loan payments are as follows: $6.0 million – remainder of fiscal 2026, $24.0 million – fiscal 2027, and $115.0 million – fiscal 2028.
The Existing Credit Agreement requires that, while any borrowings or commitments are outstanding, the Company comply with certain financial covenants and certain affirmative covenants and negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments, make certain restricted payments and, during the period (the “Affected Period”) from May 6, 2025 until 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 modifications set forth in the Second Amendment are in effect, hold cash deposits in accounts not maintained with lenders under the Existing Credit Agreement or their affiliates. The Company was in compliance with these covenants as of March 29, 2026. The Existing Credit Agreement is secured by substantially all of the assets of the Company.
Note 11 – 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. | ||||
15
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 March 29, 2026 | |||||||||||||||||||||||
| Trading securities held in a “rabbi trust” (1) | $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Assets (Liabilities) as of June 29, 2025 | |||||||||||||||||||||||
| Trading securities held in a “rabbi trust” (1) | $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Note 12 – Income taxes
The Company computed the interim tax provision using an estimated annual effective rate, adjusted for discrete items. This estimate is used in providing for income taxes on a year-to-date basis and may change in subsequent interim periods. The Company’s effective tax rates for the three and nine months ended March 29, 2026 were (0.2 )% and (0.3 )% compared to 9.4 % and 5.9 % in the same periods of the prior year. The Company’s effective tax rates for the three and nine months ended March 29, 2026 differed from the U.S. federal statutory rate of 21.0 21.0
For the year ended June 29, 2025, the Company had a total valuation allowance of approximately $40.6 million primarily related to net operating losses, charitable contributions, and deferred tax assets that are not more likely than not realizable. For the nine months ended March 29, 2026, the Company increased its valuation allowance by $19.0 million.
Note 13 – 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.
16
Note 14 – Business segments
The Company has determined it has three business segments: Consumer Floral & Gifts, BloomNet®, and Gourmet Foods & Gift Baskets. These segments align with how operating results are reviewed by the Company's Chief Executive Officer, as Chief Operating Decision Maker to manage the business, assess performance and allocate resources, and further aligns with our product offerings.
Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization Mall®, and Things Remembered® brands, derives revenues from the sale of consumer floral products and gifts through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise operations.
BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service offerings.
Gourmet Foods & Gift Baskets – this segment includes the operations of Harry & David®, Wolferman’s Bakery®, Cheryl’s Cookies®, The Popcorn Factory®, 1-800-Baskets.com®/DesignPac®, Shari’s Berries®, Vital Choice®, and Scharffen Berger®. Revenue is derived from the sale of gourmet fruits, cookies, baked gifts, premium chocolates and confections, gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish, through the Company’s e-commerce sales channels (telephonic and online sales) and company-owned and operated retail stores under the Harry & David and Cheryl’s Cookies brand names, as well as wholesale operations.
The accounting policies of the segments are the same as those described in Note 2 - Significant Accounting Policies in the Annual Report on Form 10-K for the fiscal year ended June 29, 2025.
The Company evaluates performance for its reportable segments based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. This information is used by the Chief Executive Officer to measure segment profitability, allocate resources, and make budgeting and forecasting decisions about the reportable segments. The Chief Executive Officer also uses this measure to monitor trends in year-over-year performance and to compare actual results to the Company's budget and forecasts.
Management’s measure of profitability for these segments does not include the effect of corporate overhead (see (c) below), nor does it include depreciation and amortization, Other expense (income), net, income taxes, or stock-based compensation, which are included within corporate overhead. Sales, cost of revenues, and operating expenses are also provided to the Chief Executive Officer. No asset information is provided for the reportable segments as this information is reviewed at the consolidated level by management and not by segment.
17
Three Months Ended March 29, 2026 | ||||||||||||||||||||||||||
| Consumer Floral & Gifts | BloomNet | Gourmet Foods & Gift Baskets | Total | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Intercompany eliminations | ( | |||||||||||||||||||||||||
| Net revenues | ||||||||||||||||||||||||||
| Cost of revenues (excludes depreciation and amortization) (a) | ||||||||||||||||||||||||||
| Marketing and sales | ||||||||||||||||||||||||||
| Other segment items (b) | ||||||||||||||||||||||||||
| Segment contribution margin | ( | ( | ( | |||||||||||||||||||||||
| Corporate expenses (c) | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Operating loss | ( | |||||||||||||||||||||||||
| Interest income | ( | |||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other expense, net | ||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ||||||||||||||||||||||||
18
Three Months Ended March 30, 2025 | ||||||||||||||||||||||||||
| Consumer Floral & Gifts | BloomNet | Gourmet Foods & Gift Baskets | Total | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Intercompany eliminations | ( | |||||||||||||||||||||||||
| Net revenues | ||||||||||||||||||||||||||
| Cost of revenues (excludes depreciation and amortization) (a) | ||||||||||||||||||||||||||
| Marketing and sales | ||||||||||||||||||||||||||
| Other segment items (b) | ||||||||||||||||||||||||||
| Segment contribution margin | ( | ( | ( | |||||||||||||||||||||||
| Corporate expenses (c) | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Operating loss | ( | |||||||||||||||||||||||||
| Interest income | ( | |||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other expense, net | ||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ||||||||||||||||||||||||
19
Nine Months Ended March 29, 2026 | ||||||||||||||||||||||||||
| Consumer Floral & Gifts | BloomNet | Gourmet Foods & Gift Baskets | Total | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Intercompany eliminations | ( | |||||||||||||||||||||||||
| Net revenues | ||||||||||||||||||||||||||
| Cost of revenues (excludes depreciation and amortization) (a) | ||||||||||||||||||||||||||
| Marketing and sales | ||||||||||||||||||||||||||
| Other segment items (b) | ||||||||||||||||||||||||||
| Segment contribution margin | ( | |||||||||||||||||||||||||
| Corporate expenses (c) | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Operating loss | ( | |||||||||||||||||||||||||
| Interest income | ( | |||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other income, net | ( | |||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ||||||||||||||||||||||||
20
Nine Months Ended March 30, 2025 | ||||||||||||||||||||||||||
| Consumer Floral & Gifts | BloomNet | Gourmet Foods & Gift Baskets | Total | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Intercompany eliminations | ( | |||||||||||||||||||||||||
| Net revenues | ||||||||||||||||||||||||||
| Cost of revenues (excludes depreciation and amortization) (a) | ||||||||||||||||||||||||||
| Marketing and sales | ||||||||||||||||||||||||||
| Other segment items (b) | ||||||||||||||||||||||||||
| Segment contribution margin | ( | ( | ||||||||||||||||||||||||
| Corporate expenses (c) | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Operating loss | ( | |||||||||||||||||||||||||
| Interest income | ( | |||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other income, net | ( | |||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ||||||||||||||||||||||||
(a)Segment cost of revenues includes the costs related to intercompany sales.
(b)Other segment items include technology and development and general and administrative expenses. Additionally, the Consumer Floral & Gifts segment includes goodwill and intangible impairment charges of $45.2 million and $138.2 million for both the three and nine months ended March 29, 2026 and March 30, 2025, respectively.
21
The following table represents a disaggregation of revenue from contracts with customers, by channel:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | BloomNet | Gourmet Foods & Gift Baskets | Corporate and Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| E-commerce | $ | $ | $ | $ | $ | $ | $ | - | $ | - | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Other revenues detail | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail and other | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BloomNet services | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eliminations | - | - | - | - | - | - | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total other revenues | $ | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | BloomNet | Gourmet Foods & Gift Baskets | Corporate and Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| E-commerce | $ | $ | $ | $ | $ | $ | $ | - | $ | - | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Other revenues detail | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail and other | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BloomNet services | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eliminations | - | - | - | - | - | - | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total other revenues | $ | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
22
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 29, 2025. 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 29, 2025 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®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Things Remembered®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Scharffen Berger®, and Simply Chocolate®. Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service charge on eligible products across our portfolio of brands, 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 29, 2025.
23
Fiscal 2026
The Company is approaching fiscal 2026 as a pivotal period of foundation setting. By transforming the Company into a customer-centric, data-driven organization with clear objectives and return on investment-focused decision making, the Company aims to position itself to fuel future growth.
The Company's strategic priorities are focused on positioning the organization for long-term growth. These priorities include:
•driving cost savings and organizational efficiency,
•building a customer-centric and data-driven organization,
•broadening our reach beyond our e-commerce sites into new channels, and
•strengthening our team through enhanced talent and accountability.
With a renewed commitment to agility and customer-centricity, the Company believes these foundational steps will set the stage for sustainable revenue and profit growth in the years to come.
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) 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.
24
The following table presents EBITDA and Adjusted EBITDA:
| Reconciliation of net loss to Adjusted EBITDA (non-GAAP): | Three Months Ended | Nine Months Ended | |||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net loss | $ | (100,064) | $ | (178,244) | $ | (82,468) | $ | (148,086) | |||||||||||||||
| Add: Interest expense and other, net | 5,301 | 3,289 | 11,479 | 8,114 | |||||||||||||||||||
| Add: Depreciation and amortization | 12,907 | 13,119 | 39,378 | 40,287 | |||||||||||||||||||
| Add: Income tax expense (benefit) | 206 | (18,475) | 244 | (9,362) | |||||||||||||||||||
| EBITDA | (81,650) | (180,311) | (31,367) | (109,047) | |||||||||||||||||||
| Add: Stock-based compensation | 2,888 | 2,998 | 7,495 | 9,106 | |||||||||||||||||||
| Add: Compensation charge related to NQDC Plan investment (depreciation) appreciation | (3,126) | (1,849) | 1,076 | 1,024 | |||||||||||||||||||
| Add: System implementation costs | - | 5,314 | - | 13,401 | |||||||||||||||||||
| Add: Goodwill and intangible impairment | 45,154 | 138,220 | 45,154 | 138,220 | |||||||||||||||||||
| Add: Restructuring cost/Severance | 5,510 | 708 | 11,589 | 708 | |||||||||||||||||||
| Adjusted EBITDA | $ | (31,224) | $ | (34,920) | $ | 33,947 | $ | 53,412 | |||||||||||||||
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 | Nine Months Ended | |||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | ||||||||||||||||||||
| (in thousands, except for per share data) | |||||||||||||||||||||||
| Net loss | $ | (100,064) | $ | (178,244) | $ | (82,468) | $ | (148,086) | |||||||||||||||
| Adjustments to reconcile net loss to adjusted net loss (non-GAAP) | |||||||||||||||||||||||
| Add: System implementation costs | - | 5,314 | - | 13,401 | |||||||||||||||||||
| Add: Restructuring cost/Severance | 5,510 | 708 | 11,589 | 708 | |||||||||||||||||||
| Add: Goodwill and intangible impairment | 45,154 | 138,220 | 45,154 | 138,220 | |||||||||||||||||||
| Deduct: Income tax effect on adjustments | (181) | (10,931) | (152) | (12,933) | |||||||||||||||||||
| Adjusted net loss (non-GAAP) | $ | (49,581) | $ | (44,933) | $ | (25,877) | $ | (8,690) | |||||||||||||||
| Basic and diluted net loss per common share | $ | (1.56) | $ | (2.80) | $ | (1.29) | $ | (2.32) | |||||||||||||||
| Basic and diluted adjusted net loss per common share (non-GAAP) | $ | (0.77) | $ | (0.71) | $ | (0.41) | $ | (0.14) | |||||||||||||||
| Weighted average shares used in the calculation of basic and diluted net loss and adjusted net loss per common share | 64,068 | 63,598 | 63,838 | 63,877 | |||||||||||||||||||
25
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. 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).
26
The following tables present the net revenues, gross profit, segment contribution margin, and adjusted segment contribution margin from each of the Company’s business segments:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 29, 2026 | Restructuring Cost / Severance | Goodwill and Intangible Impairment | As Adjusted (non-GAAP) March 29, 2026 | March 30, 2025 | System Implementation Costs | Restructuring Cost / Severance | Goodwill and Intangible Impairment | As Adjusted (non-GAAP) March 30, 2025 | % Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | $ | 159,443 | $ | - | $ | - | $ | 159,443 | $ | 196,030 | $ | - | $ | - | $ | - | $ | 196,030 | -18.7 | % | |||||||||||||||||||||||||||||||||||||||||||||
| BloomNet | 26,875 | - | - | 26,875 | 28,552 | - | - | - | 28,552 | -5.9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gourmet Foods & Gift Baskets | 106,946 | - | - | 106,946 | 107,088 | - | - | - | 107,088 | -0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | 50 | - | - | 50 | 69 | - | - | - | 69 | -27.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intercompany eliminations | (300) | - | - | (300) | (285) | - | - | - | (285) | -5.3 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | 293,014 | $ | - | $ | - | $ | 293,014 | $ | 331,454 | $ | - | $ | - | $ | - | $ | 331,454 | -11.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | $ | 60,649 | $ | - | $ | - | $ | 60,649 | $ | 72,045 | $ | - | $ | - | $ | - | $ | 72,045 | -15.8 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 38.0 | % | 38.0 | % | 36.8 | % | 36.8 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BloomNet | 12,471 | - | - | 12,471 | 13,399 | - | - | - | 13,399 | -6.9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 46.4 | % | 46.4 | % | 46.9 | % | 46.9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gourmet Foods & Gift Baskets | 24,159 | - | - | 24,159 | 19,436 | 4,633 | - | - | 24,069 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22.6 | % | 22.6 | % | 18.1 | % | 22.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | 18 | - | - | 18 | 119 | - | - | - | 119 | -84.9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 36.0 | % | 36.0 | % | 172.5 | % | 172.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total gross profit | $ | 97,297 | $ | - | $ | - | $ | 97,297 | $ | 104,999 | $ | 4,633 | $ | - | $ | - | $ | 109,632 | -11.3 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 33.2 | % | 33.2 | % | 31.7 | % | 33.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EBITDA (non-GAAP): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Contribution Margin (non-GAAP) (a): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | $ | (36,351) | $ | 1,553 | $ | 45,154 | $ | 10,356 | $ | (131,690) | $ | - | $ | - | $ | 138,220 | $ | 6,530 | 58.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
| BloomNet | 7,427 | 33 | - | 7,460 | 8,472 | - | 33 | - | 8,505 | -12.3 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gourmet Foods & Gift Baskets | (18,738) | 2,912 | - | (15,826) | (27,802) | 5,314 | 181 | - | (22,307) | 29.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Contribution Margin Subtotal | (47,662) | 4,498 | 45,154 | 1,990 | (151,020) | 5,314 | 214 | 138,220 | (7,272) | 127.4 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate (b) | (33,988) | 1,012 | - | (32,976) | (29,291) | - | 494 | - | (28,797) | -14.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EBITDA (non-GAAP) | (81,650) | 5,510 | 45,154 | (30,986) | (180,311) | 5,314 | 708 | 138,220 | (36,069) | 14.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Add: Stock-based compensation | 2,888 | - | - | 2,888 | 2,998 | - | - | - | 2,998 | -3.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Add: Compensation charge related to NQDC Plan investment (depreciation) appreciation | (3,126) | - | - | (3,126) | (1,849) | - | - | - | (1,849) | -69.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) (c) | $ | (81,888) | $ | 5,510 | $ | 45,154 | $ | (31,224) | $ | (179,162) | $ | 5,314 | $ | 708 | $ | 138,220 | $ | (34,920) | 10.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
27
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 29, 2026 | Restructuring Cost / Severance | Goodwill and Intangible Impairment | As Adjusted (non-GAAP) March 29, 2026 | March 30, 2025 | System Implementation Costs | Restructuring Cost / Severance | Goodwill and Intangible Impairment | As Adjusted (non-GAAP) March 30, 2025 | % Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | $ | 456,118 | $ | - | $ | - | $ | 456,118 | $ | 565,559 | $ | - | $ | - | $ | - | $ | 565,559 | -19.4 | % | |||||||||||||||||||||||||||||||||||||||||||||
| BloomNet | 72,124 | - | - | 72,124 | 74,464 | - | - | - | 74,464 | -3.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gourmet Foods & Gift Baskets | 682,719 | - | - | 682,719 | 709,545 | - | - | - | 709,545 | -3.8 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | 207 | - | - | 207 | 271 | - | - | - | 271 | -23.6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intercompany eliminations | (775) | - | - | (775) | (803) | - | - | - | (803) | 3.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | 1,210,393 | $ | - | $ | - | $ | 1,210,393 | $ | 1,349,036 | $ | - | $ | - | $ | - | $ | 1,349,036 | -10.3 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | $ | 177,150 | $ | - | $ | - | $ | 177,150 | $ | 224,262 | $ | - | $ | - | $ | - | $ | 224,262 | -21.0 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 38.8 | % | 38.8 | % | 39.7 | % | 39.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BloomNet | 34,768 | - | - | 34,768 | 36,551 | - | - | - | 36,551 | -4.9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 48.2 | % | 48.2 | % | 49.1 | % | 49.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gourmet Foods & Gift Baskets | 257,374 | - | - | 257,374 | 271,670 | 6,625 | - | - | 278,295 | -7.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 37.7 | % | 37.7 | % | 38.3 | % | 39.2 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | 233 | - | - | 233 | 428 | - | - | - | 428 | -45.6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 112.6 | % | 112.6 | % | 157.9 | % | 157.9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total gross profit | $ | 469,525 | $ | - | $ | - | $ | 469,525 | $ | 532,911 | $ | 6,625 | $ | - | $ | - | $ | 539,536 | -13.0 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 38.8 | % | 38.8 | % | 39.5 | % | 40.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EBITDA (non-GAAP): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Contribution Margin (non-GAAP) (a): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | $ | (16,314) | $ | 2,661 | $ | 45,154 | $ | 31,501 | $ | (105,159) | $ | - | $ | - | $ | 138,220 | $ | 33,061 | -4.7 | % | |||||||||||||||||||||||||||||||||||||||||||||
| BloomNet | 19,526 | 281 | - | 19,807 | 22,773 | - | 33 | - | 22,806 | -13.2 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gourmet Foods & Gift Baskets | 71,375 | 4,725 | - | 76,100 | 67,222 | 10,393 | 181 | - | 77,796 | -2.2 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Contribution Margin Subtotal | 74,587 | 7,667 | 45,154 | 127,408 | (15,164) | 10,393 | 214 | 138,220 | 133,663 | -4.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate (b) | (105,954) | 3,922 | - | (102,032) | (93,883) | 3,008 | 494 | - | (90,381) | -12.9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EBITDA (non-GAAP) | (31,367) | 11,589 | 45,154 | 25,376 | (109,047) | 13,401 | 708 | 138,220 | 43,282 | -41.4 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Add: Stock-based compensation | 7,495 | - | - | 7,495 | 9,106 | - | - | - | 9,106 | -17.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Add: Compensation charge related to NQDC Plan investment appreciation | 1,076 | - | - | 1,076 | 1,024 | - | - | - | 1,024 | 5.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) (c) | $ | (22,796) | $ | 11,589 | $ | 45,154 | $ | 33,947 | $ | (98,917) | $ | 13,401 | $ | 708 | $ | 138,220 | $ | 53,412 | -36.4 | % | |||||||||||||||||||||||||||||||||||||||||||||
(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 expense (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.
(c) See reconciliation of the Company's net loss to Adjusted EBITDA (non-GAAP) above.
28
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.
The following table reconciles net cash provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure:
| Nine Months Ended | |||||||||||
| March 29, 2026 | March 30, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 42,860 | $ | 706 | |||||||
| Capital expenditures | (22,837) | (32,431) | |||||||||
| Free cash flow | $ | 20,023 | $ | (31,725) | |||||||
29
Results of Operations
Net revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||||||||||||||
| E-commerce | $ | 249,790 | $ | 291,758 | -14.4 | % | $ | 1,014,470 | $ | 1,162,258 | -12.7 | % | |||||||||||||||||||||||
| Other | 43,224 | 39,696 | 8.9 | % | 195,923 | 186,778 | 4.9 | % | |||||||||||||||||||||||||||
| Total net revenues | $ | 293,014 | $ | 331,454 | -11.6 | % | $ | 1,210,393 | $ | 1,349,036 | -10.3 | % | |||||||||||||||||||||||
Net revenues consist primarily of the selling price of the merchandise, service and outbound shipping charges, less discounts, returns and credits.
Net revenues decreased 11.6% and 10.3% during the three and nine months ended March 29, 2026, respectively, mainly due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth, offset in part by increased wholesale volume.
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | BloomNet | Gourmet Foods & Gift Baskets | Corporate and Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| E-commerce | $ | 157,356 | $ | 194,048 | -18.9 | % | $ | - | $ | - | - | $ | 92,434 | $ | 97,710 | -5.4 | % | $ | - | $ | - | $ | 249,790 | $ | 291,758 | -14.4 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | 2,087 | 1,982 | 5.3 | % | 26,875 | 28,552 | -5.9 | % | 14,512 | 9,378 | 54.7 | % | (250) | (216) | 43,224 | 39,696 | 8.9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | 159,443 | $ | 196,030 | -18.7 | % | $ | 26,875 | $ | 28,552 | -5.9 | % | $ | 106,946 | $ | 107,088 | -0.1 | % | $ | (250) | $ | (216) | $ | 293,014 | $ | 331,454 | -11.6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other revenues detail | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail and other | 2,087 | 1,982 | 5.3 | % | - | - | - | 1,819 | 1,580 | 15.1 | % | - | - | 3,906 | 3,562 | 9.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | - | - | - | 12,086 | 13,249 | -8.8 | % | 12,693 | 7,798 | 62.8 | % | - | - | 24,779 | 21,047 | 17.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BloomNet services | - | - | - | 14,789 | 15,303 | -3.4 | % | - | - | - | - | - | 14,789 | 15,303 | -3.4 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | - | - | - | - | - | - | - | - | - | 50 | 69 | 50 | 69 | -27.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eliminations | - | - | - | - | - | - | - | - | - | (300) | (285) | (300) | (285) | -5.3 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other revenues | $ | 2,087 | $ | 1,982 | 5.3 | % | $ | 26,875 | $ | 28,552 | -5.9 | % | $ | 14,512 | $ | 9,378 | 54.7 | % | $ | (250) | $ | (216) | $ | 43,224 | $ | 39,696 | 8.9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer Floral & Gifts | BloomNet | Gourmet Foods & Gift Baskets | Corporate and Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| E-commerce | $ | 450,976 | $ | 560,106 | -19.5 | % | $ | - | $ | - | - | $ | 563,494 | $ | 602,152 | -6.4 | % | $ | - | $ | - | $ | 1,014,470 | $ | 1,162,258 | -12.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | 5,142 | 5,453 | -5.7 | % | 72,124 | 74,464 | -3.1 | % | 119,225 | 107,393 | 11.0 | % | (568) | (532) | 195,923 | 186,778 | 4.9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | 456,118 | $ | 565,559 | -19.4 | % | $ | 72,124 | $ | 74,464 | -3.1 | % | $ | 682,719 | $ | 709,545 | -3.8 | % | $ | (568) | $ | (532) | $ | 1,210,393 | $ | 1,349,036 | -10.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other revenues detail | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail and other | 5,142 | 5,453 | -5.7 | % | - | - | - | 9,002 | 7,923 | 13.6 | % | - | - | 14,144 | 13,376 | 5.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | - | - | - | 31,625 | 31,932 | -1.0 | % | 110,223 | 99,470 | 10.8 | % | - | - | 141,848 | 131,402 | 7.9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BloomNet services | - | - | - | 40,499 | 42,532 | -4.8 | % | - | - | - | - | - | 40,499 | 42,532 | -4.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate | - | - | - | - | - | - | - | - | - | 207 | 271 | 207 | 271 | -23.6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eliminations | - | - | - | - | - | - | - | - | - | (775) | (803) | (775) | (803) | 3.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other revenues | $ | 5,142 | $ | 5,453 | -5.7 | % | $ | 72,124 | $ | 74,464 | -3.1 | % | $ | 119,225 | $ | 107,393 | 11.0 | % | $ | (568) | $ | (532) | $ | 195,923 | $ | 186,778 | 4.9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
30
Revenue by sales channel:
E-commerce revenues (combined online and telephonic) decreased 14.4% and 12.7% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year, primarily due to the decline in demand in the Consumer Floral & Gifts segment of 18.9% and 19.5%, respectively.
During the three and nine months ended March 29, 2026, the Company fulfilled approximately 3.0 million and 11.2 million orders through its e-commerce sales channel (online and telephonic sales), a decrease of 18.5% and 16.6%, respectively, compared to the same periods of the prior year. During the three and nine months ended March 29, 2026, the average order value increased 5.0% and 4.6% to $83.39 and $90.49, respectively, compared to the same periods of the prior year.
Other revenues are comprised of the Company’s BloomNet® segment, as well as the wholesale and retail channels of its Consumer Floral & Gifts and Gourmet Foods & Gift Baskets segments.
Other revenues during the three and nine months ended March 29, 2026 increased 8.9% and 4.9%, respectively, compared to the same periods of the prior year, primarily due to higher wholesale volume within the Gourmet Foods & Gift Baskets segment due to increased orders from big box retailers.
Revenue by segment:
Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization Mall®, and Things Remembered® brands, derives revenues from the sale of consumer floral products and gifts through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise operations.
Net revenues decreased 18.7% and 19.4% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year, due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth.
During the three and nine months ended March 29, 2026, Consumer Floral & Gifts orders through the Company's e-commerce sales channel (online and telephonic sales) decreased 24.3% and 23.4%, respectively, compared to the same periods of the prior year. In addition, during the three and nine months ended March 29, 2026, the average order value increased 7.1% and 5.1%, respectively, compared to the same periods of the prior year.
BloomNet® - revenues in this segment are derived from membership fees, as well as other product and service offerings.
Net revenues decreased 5.9% and 3.1% during the three and nine months ended March 29, 2026, respectively, compared to the same periods 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.
Gourmet Foods & Gift Baskets - this segment includes the operations of Harry & David®, Wolferman’s Bakery®, Cheryl’s Cookies®, The Popcorn Factory®, 1-800-Baskets.com®/DesignPac®, Shari’s Berries®, Vital Choice®, and Scharffen Berger®. Revenue is derived from the sale of gourmet fruits, cookies, baked gifts, premium chocolates and confections, gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish, through the Company’s e-commerce sales channels (telephonic and online sales) and company-owned and operated retail stores under the Harry & David and Cheryl’s Cookies brand names, as well as wholesale operations.
Net revenues within this segment decreased 0.1% and 3.8% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year, primarily due to lower e-commerce revenue due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth, partially offset by higher wholesale volume due to increased orders from big box retailers.
During the three and nine months ended March 29, 2026, Gourmet Foods & Gift Baskets orders through its e-commerce sales channel (online and telephonic sales) decreased 8.0% and 8.3%, respectively, compared to the same periods of the prior year. In addition, the average order value for the three and nine months ended March 29, 2026 increased 2.8% and 2.1%, respectively, compared to the same periods of the prior year.
31
Gross profit
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Gross profit | $ | 97,297 | $ | 104,999 | -7.3 | % | $ | 469,525 | $ | 532,911 | -11.9 | % | |||||||||||||||||||||||
| Gross profit % | 33.2 | % | 31.7 | % | 38.8 | % | 39.5 | % | |||||||||||||||||||||||||||
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 7.3% and 11.9% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year, primarily due to lower revenues as noted above.
During the three and nine months ended March 29, 2026, the gross profit percentage increased 150 basis points and decreased 70 basis points, respectively, compared to the same periods of the prior year.
Consumer Floral & Gifts segment - Gross profit decreased by 15.8% and 21.0% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year, due to the impact of the lower revenues noted above, as well as an unfavorable gross profit percentage during the nine months ended March 29, 2026 compared to the same period of the prior year primarily attributable to deleveraging on the sales decline and increased fulfillment and tariff costs. Gross profit percentage was favorable during the three months ended March 29, 2026, due to increased pricing discipline, more targeted promotional activity, and better alignment between florist-fulfilled and direct shipment offerings, offset in part by higher tariff costs.
BloomNet® segment - Gross profit decreased by 6.9% and 4.9% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year, primarily due to the impact of the lower revenues noted above. The decline for the nine months ended March 29, 2026 was also due to an unfavorable gross profit percentage primarily due to higher fulfillment costs and a less favorable mix between wholesale and service revenue, which impacted the nine-month period.
Gourmet Foods & Gift Baskets segment - Gross profit increased by 24.3% and decreased by 5.3% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year. The increase in gross profit for the three months ended March 29, 2026 compared to the prior year period was due to lower labor and facility costs on relatively flat revenue. The decline for the nine months ended March 29, 2026 compared to the prior year was due to the decrease in revenue noted above, as well as unfavorable gross profit percentage primarily attributable to deleveraging on the sales decline and increased tariff, commodity, and shipping costs.
Marketing and sales expense
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Marketing and sales | $ | 86,236 | $ | 106,728 | -19.2 | % | $ | 311,409 | $ | 375,828 | -17.1 | % | |||||||||||||||||||||||
| Percentage of net revenues | 29.4 | % | 32.2 | % | 25.7 | % | 27.9 | % | |||||||||||||||||||||||||||
32
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 19.2% and 17.1% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year and also decreased as a percentage of revenues, primarily due to a focus on marketing effectiveness and profitability.
Technology and development expense
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Technology and development | $ | 14,701 | $ | 14,728 | -0.2 | % | $ | 43,289 | $ | 46,340 | -6.6 | % | |||||||||||||||||||||||
| Percentage of net revenues | 5.0 | % | 4.4 | % | 3.6 | % | 3.4 | % | |||||||||||||||||||||||||||
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 decreased by 0.2% and 6.6% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year, primarily due to the prior year period, including costs related to a new customer service platform and order management system.
General and administrative expense
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| General and administrative | $ | 32,856 | $ | 25,634 | 28.2 | % | $ | 101,040 | $ | 81,570 | 23.9 | % | |||||||||||||||||||||||
| Percentage of net revenues | 11.2 | % | 7.7 | % | 8.3 | % | 6.0 | % | |||||||||||||||||||||||||||
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 increased 28.2% and 23.9% during the three and nine months ended March 29, 2026, respectively, compared to the same periods of the prior year, primarily due to higher severance costs related to enterprise reductions in workforce, increased consulting costs and changes in the value of the Company's NQDC Plan investments (offset in Other expense (income), net below).
33
Depreciation and amortization expense
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 12,907 | $ | 13,119 | -1.6 | % | $ | 39,378 | $ | 40,287 | -2.3 | % | |||||||||||||||||||||||
| Percentage of net revenues | 4.4 | % | 4.0 | % | 3.3 | % | 3.0 | % | |||||||||||||||||||||||||||
Depreciation and amortization expenses decreased 1.6% and 2.3% during the three and nine months ended March 29, 2026, respectively, due to timing of certain assets becoming fully depreciated.
Goodwill and intangible impairment
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Goodwill and intangible impairment | $ | 45,154 | $ | 138,220 | -67.3 | % | $ | 45,154 | $ | 138,220 | -67.3 | % | |||||||||||||||||||||||
During the quarter ended March 29, 2026, the Company recorded a non-cash goodwill and intangible impairment charge of $45.2 million, comprised of $34.6 million related to goodwill for its Consumer Floral & Gifts segment and $10.6 million attributable to the Personalization Mall tradename.
During the quarter ended March 30, 2025, the Company recorded a non-cash goodwill and intangible impairment charge of $138.2 million, comprised of $113.4 million related to goodwill for its Consumer Floral & Gifts segment and $24.8 million attributable to the Personalization Mall tradename.
See Note 6 - Goodwill, trademarks with indefinite lives and other intangibles, net in Item 1 for further information.
Interest income
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Interest income | $ | (1,057) | $ | (1,477) | -28.4 | % | $ | (1,490) | $ | (2,621) | -43.2 | % | |||||||||||||||||||||||
Interest income consists of income earned on the Company’s available cash balances.
Interest income decreased 28.4% and 43.2% during the three and nine months ended March 29, 2026, respectively, due to a decline in interest earned on lower available cash balances.
34
Interest expense
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Interest expense | $ | 3,247 | $ | 2,939 | 10.5 | % | $ | 14,076 | $ | 11,839 | 18.9 | % | |||||||||||||||||||||||
Interest expense consists primarily of interest expense and amortization of deferred financing costs attributable to the Company’s credit facilities (See Note 10 - Long-term debt, net, Item 1 for details).
Interest expense increased 10.5% and 18.9% during the three and nine months ended March 29, 2026, respectively, due to an increase in borrowings and interest rates.
Other expense (income), net
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| March 29, 2026 | March 30, 2025 | % Change | March 29, 2026 | March 30, 2025 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Other expense (income), net | $ | 3,111 | $ | 1,827 | 70.3 | % | $ | (1,107) | $ | (1,104) | -0.3 | % | |||||||||||||||||||||||
Other expense (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 $0.2 million during both the three and nine months ended March 29, 2026, compared to income tax benefit of $18.5 million and $9.4 million during the three and nine months ended March 30, 2025, respectively. The Company’s effective tax rate for the three and nine months ended March 29, 2026 was (0.2)% and (0.3)%, respectively, compared to 9.4% and 5.9% in the same respective periods of the prior year. The Company’s effective tax rate for the three and nine months ended March 29, 2026 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. The Company’s effective tax rate for the three and nine months ended March 30, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to establishing a valuation allowance on certain federal and state deferred tax assets (including charitable contribution carryforwards) and the permanent portion of goodwill impairment charges. The Company's effective tax rate for the three and nine months ended March 30, 2025 was also impacted by state income taxes and tax deficiencies (shortfalls) from stock-based compensation, partially offset by tax credits.
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 10 – Long-term debt, net in Item 1 for details). At March 29, 2026, the Company had working capital of $30.6 million, including cash and cash equivalents of $50.7 million, compared to working capital of $61.3 million, including cash and cash equivalents of $46.5 million, at June 29, 2025.
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 second fiscal 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.
35
During the first two quarters of fiscal 2026, the Company borrowed under its revolving credit facility in order to fund pre-holiday manufacturing and inventory procurement requirements, with borrowings peaking at $175.0 million in November 2025. Cash generated from operations during the Christmas holiday shopping season enabled the Company to repay the borrowings under the revolving credit facility in December 2025. Based on current projected cash flows, the Company believes that the available cash balances will be sufficient to provide for the Company's operating needs through the remainder of fiscal 2026, at which time the Company would again expect to borrow against the revolving credit facility to fund pre-holiday manufacturing and inventory purchases. The Company had no amounts outstanding under the revolving credit facility as of March 29, 2026.
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 substantial 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 provided by operating activities of $42.9 million, for the nine months ended March 29, 2026, was primarily attributable to the net loss during the period, adjusted by non-cash charges for goodwill and intangible impairment, depreciation and amortization and stock based compensation, combined with changes in working capital, including decreases in inventory and prepaid and other, offset in part by an increase in trade receivables.
Net cash used in investing activities of $22.8 million, for the nine months ended March 29, 2026, was primarily attributable to capital expenditures related to the Company's technology initiatives.
Net cash used in financing activities of $15.8 million, for the nine months ended March 29, 2026, primarily related to net repayment of bank borrowings under the Company's working capital line of credit, as well as payments made on the Company's Term Loan.
Free Cash Flow
Free cash flow was $20.0 million for the nine months ended March 29, 2026, compared with free cash flow of negative $31.7 million for the nine months ended March 30, 2025. The improvement of $51.7 million was primarily due to improved working capital management. Refer to "Definitions of non-GAAP Financial Measures" for reconciliation of non-GAAP results to applicable GAAP results.
Stock Repurchase Program
Contractual Obligations
At March 29, 2026, the Company’s contractual obligations consist of:
•Long-term debt obligations - payments due under the Company's credit agreement (see Note 10 – 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 8 – 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 2026 | Fiscal 2027 | Fiscal 2028 | Fiscal 2029 | Fiscal 2030 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| Purchase commitments | $ | 42,964 | $ | 60,190 | $ | 7,313 | $ | 3,944 | $ | 88 | $ | — | $ | 114,499 | |||||||||||||||||||||||||||
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Critical Accounting Estimates
As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2025, 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 29, 2025, except as noted below:
Goodwill & Intangible Assets Assessment and Impairment
Interim Impairment Evaluation
During the quarter ended March 29, 2026, the Company evaluated whether events or circumstances had changed such that it was more likely than not that the fair value of its goodwill, intangibles and other long-lived assets were less than their carrying amounts. After consideration of current and projected operating results, changes in macro-economic conditions, and a decline in the Company’s market capitalization, the Company concluded that a triggering event had occurred for its Consumer Floral & Gifts reporting unit. As such, the Company performed an impairment test of the reporting unit’s goodwill, intangibles and long-lived assets as of March 29, 2026.
Impairment Assessments – Goodwill and Intangibles
The Company performed its goodwill impairment test by comparing the fair value of its Consumer Floral and Gifts reporting unit to its respective carrying value. The Company estimated the fair value of the Consumer Floral and Gifts reporting unit using an equal weighting of the income and market approaches, and a discount rate of 14.5%. The Company used industry accepted valuation models and set criteria that were reviewed and approved by various levels of management. Under the income approach, the Company used a discounted cash flow methodology that required management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, perpetual growth rates, and long-term discount rates, among others. For the market approach, the Company used the guideline public company method. Under this method, the Company utilized information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that were applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values. The Company also reconciled the aggregate fair values of its reporting units to its current market capitalization.
The Company’s impairment test for indefinite-lived intangible assets encompassed calculating a fair value of the indefinite-lived intangible asset and comparing that result to its carrying value. To determine fair value of indefinite-lived intangible assets, the Company used an income approach, the relief-from-royalty method. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. Indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.
The Company’s impairment test for definite-lived and other long-lived assets was performed through a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of the asset or asset group to its carrying value.
Based on the impairment assessment performed for the period ended March 29, 2026, the Company recorded a non-cash goodwill and intangible impairment charge of $45.2 million, comprised of $34.6 million attributable to the Consumer Floral & Gifts reporting unit's goodwill and $10.6 million attributable to the Personalization Mall tradename within the same reporting unit. The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.
37
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 29, 2025 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.
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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 $0.2 million and $0.9 million during the three and nine months ended March 29, 2026, respectively.
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 March 29, 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 March 29, 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 March 29, 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 29, 2025.
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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 March 29, 2026, $10.6 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 March 29, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share (1) | 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) | |||||||||||||||||||||||
| 12/29/25 - 01/25/26 | - | $ | - | - | $ | 10,612 | |||||||||||||||||
| 01/26/26 - 02/22/26 | 909 | $ | 4.08 | 909 | $ | 10,608 | |||||||||||||||||
| 02/23/26 - 03/29/26 | 12,263 | $ | 3.24 | 12,263 | $ | 10,568 | |||||||||||||||||
| Total | 13,172 | $ | 3.30 | 13,172 | |||||||||||||||||||
(1)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 March 29, 2026, none
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ITEM 6. EXHIBITS
| 10.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 101.INS | Inline XBRL Instance Document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Document | ||||
| 101.PRE | Inline XBRL Taxonomy Definition Presentation Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
*Filed herewith.
^ Management contracts or compensatory plans or arrangements.
41
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: May 7, 2026 | By: /s/ Adolfo Villagomez Adolfo Villagomez Chief Executive Officer (Principal Executive Officer) | ||||
Date: May 7, 2026 | /s/ James M. Langrock James M. Langrock Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) | ||||
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Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) is made and entered into by and between THOMAS HARTNETT (“Employee”), with an address at [***], and 1-800-FLOWERS.COM, Inc., a Delaware corporation (the “Company,” and together with Employee, the “Parties,” and each a “Party”).
In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.Separation Date. Employee’s last day of employment with the Company will be February 28, 2026 (“Separation Date”). Employee affirms that Employee will not execute this Agreement until on or after the Separation Date.
2.Consideration. In consideration for Employee signing this Agreement and complying with its terms, including the General Release of Claims set forth in Section 5, and in accordance with the Executive Severance Plan, the Company agrees to provide Employee with the following severance benefits:
a.a severance pay benefit of Eight Hundred Twenty-Three Thousand, Eight Hundred Forty Six Dollars ($823,846), less all lawful, usual and customary deductions, which is equal to 68 weeks of Employee’s regular base pay. This severance pay benefit will be paid on days and in a manner that corresponds to the Company’s usual payroll practices (“Severance Period”), with payment being made within twenty one (21) days following the Company’s receipt of a duly executed copy of this Agreement and continuing through the conclusion of the Severance Period, provided Employee does not revoke Employee’s acceptance of this Agreement during the seven (7) calendar day revocation period pursuant to Section 4 below;
b.a pro rata cash bonus payment, based on Employee’s Separation Date, to be paid to the extent that the Company’s performance meets the established targets and goals under the FY 2026 Sharing Success Program;
c.any restricted shares granted to Employee in 2023 and 2024, pursuant to the Company’s 2003 Long Term Incentive and Share Award Plan, as amended (the “Plan”), that are scheduled to vest, respectively, in 2026 and 2027, will fully vest twenty one (21) days following the Company’s receipt of a duly executed copy of this Agreement, provided Employee does not revoke Employee’s acceptance of this Agreement during the seven (7) calendar day revocation period pursuant to Section 4 below;
d.the vested stock options granted to Employee in 2022, pursuant to the Plan, at an $8.59 strike price, will remain exercisable for the remaining term (i.e., through November 8, 2032), provided Employee does not revoke Employee’s acceptance of this Agreement during the seven (7) calendar day revocation period pursuant to Section 4 below; and
(1)
Exhibit 10.1
e.a COBRA assistance payment by the Company covering the employer portion of the COBRA premium through June 19, 2027, or until such time as Employee is covered under another group health plan. The insurance coverage provided to Employee hereunder, and the percentage of the premium paid by the employer, will be the same as that provided to current employees under the same plan. Employee agrees to inform the Company if Employee elects health coverage under a new employer plan.
3.No Consideration Absent Execution of This Agreement. Employee understands and agrees that Employee would not receive the monies specified in Section 2 above, except for Employee’s execution and non-revocation of this Agreement and the fulfillment of the promises contained herein.
4.Review Period and Right to Revoke. Employee is hereby given twenty-one (21) calendar days from the date Employee receives this Agreement to consider the terms of this Agreement and to decide whether or not to sign and return this Agreement (the “Return Period”). The Company may, in its sole discretion, agree in writing to extend the Return Period. If Employee does not sign this Agreement by the end of the Return Period, it will automatically be deemed null and void (other than with respect to Employee’s rights under Section 5(d)) and it will not impose any obligation on the Company or Employee. Employee may decide to sign and return this Agreement in less than twenty-one (21) calendar days if Employee wishes.
To accept this Agreement, please electronically sign where indicated on the signature line at the end of the Agreement.
If Employee timely signs this Agreement, Employee will have seven (7) calendar days after signing this Agreement to change their mind and revoke their acceptance of this Agreement (the “Revocation Period”). Notice of any revocation within this Revocation Period must be in writing and sent via mail (postmarked within seven (7) calendar days of signing this Agreement) or personal delivery, to the person and address specified in Section 22 hereof, and state: “I hereby revoke my acceptance of our Agreement and General Release.” If the last day of the revocation period is a Saturday, Sunday or legal holiday in the state where Employee resides, then the Revocation Period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday. If Employee revokes their acceptance of this Agreement during the Revocation Period, the Agreement will be deemed null and void (other than with respect to Employee’s rights under Section 5(d)) and it will not impose any obligation on the Company or Employee, and Employee will not be entitled to the severance pay benefit provided in this Agreement.
5.Release.
(a)General Release of Claims. Employee, Employee’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Releasors”) knowingly and voluntarily release and forever discharge, to the fullest extent permitted by law, 1-800-FLOWERS.COM, Inc., its owners, direct and indirect subsidiaries, affiliates, brands, divisions, successors and assigns, and their respective current and former employees, officers, directors, shareholders, attorneys, predecessors,
(2)
Exhibit 10.1
successors and assigns (collectively referred to hereafter as “Releasees”), of and from any and all claims of any kind or nature whatsoever, whether known or unknown, arising up to and as of the date of the execution of this Agreement, Releasors have or may have against Releasees, jointly or severally, as of the date of execution of this Agreement, including, without limitation (i) claims brought under Title VII of the Civil Rights Act of 1964; The Civil Rights Act of 1991; Section 1981 through 1998 of Title 42 of the United States Code; The Age Discrimination in Employment Act; The Older Workers Benefit Protection Act; The Americans with Disabilities Act of 1991; The Employee Income Retirement Security Act; The Immigration Reform and Control Act; The Sarbanes-Oxley Act of 2002; The Equal Pay Act; The Genetic Information Non-Discrimination Act of 2008; The Family and Medical Leave Act; The Workers Adjustment and Retraining Notification Act; The Occupational Safety and Health Act; The Fair Credit Reporting Act; The Fair Labor Standards Act; The Comprehensive Omnibus Budget Reconciliation Act; The Dodd-Frank Wall Street Reform and Consumer Protection Act; The Pregnant Worker’s Fairness Act (“PWFA”); The New York State Executive Law (including its Human Rights Law); The New York Equal Pay Law; The New York Non-Discrimination for Legal Activities Law; The New York Whistleblower Law; The New York Workers’ Compensation Law; The New York wage and hour and wage payment laws and regulations; The New York Paid Sick Leave Law; The New York False Claims Act; The New York Criminal and Consumer Background Laws, N.Y. Gen. Bus. Law Sec. 380-B et seq.; The Non-Discrimination and Anti-Retaliation Provisions of the New York Workers’ Compensation Law and the New York Disabilities Law; The New York Labor Law; The New York State Worker Adjustment and Retraining Notification Act; The New York Occupational Safety and Health Laws; The New York Fair Credit Reporting Act; The New York Constitution; The New York City Administrative Code and Charter (including its Human Rights Law); The New York City Earned Sick Time Act; The New York City Temporary Schedule Change Law; The New York City Human Rights Law; The New York City Civil Rights Law; and any amendments to the foregoing laws, (ii) claims pursuant to any other federal, state or local statute, executive order, constitutional provision, regulation or ordinance, (iii) claims based on contract, express or implied, (iv) claims based on tort, (v) any claims based upon alleged unpaid wages, commissions, bonuses or other compensation, or any benefit, payroll or other plan, policy or program, and/or (vi) any claim for costs, fees, or other expenses, including attorneys’ fees.
(b)Employee acknowledges that there is a risk that subsequent to the execution of this Agreement, Employee will discover or suffer damage, loss or injury to persons or property which is in some way caused by or connected with Employee’s employment or the termination thereof, but which is unknown or unanticipated at the time of the execution of this Agreement. Employee does hereby specifically assume such risk and agrees that this Agreement and the release contained herein shall and does apply to all unknown or unanticipated results of any and all matters between Releasors and Releasees, whether or not caused by or connected with Employee’s employment or the termination thereof, as well as those currently known or anticipated. Employee acknowledges and agrees that Employee does not possess any claim or allegation, either asserted or otherwise, involving harassment or discrimination, that may be subject to or covered under NY CPLR §5003-b and NY General Obligations Law §5-336.
(3)
Exhibit 10.1
(c)Claims Not Released. Employee is not waiving any rights Employee may have to: (i) Employee’s vested accrued employee benefits under Company health, welfare, or retirement benefit plans (including the Company non-qualified deferred compensation plan) as of the last day of employment; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; and/or (iv) enforce this Agreement.
(d)Protected Rights. Nothing in this Agreement prohibits, prevents, or otherwise limits Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding, or other proceeding before any federal, state, or local government agency (e.g., the Equal Employment Opportunity Commission (EEOC), the National Labor Relations Board (NLRB), the Securities and Exchange Commission (SEC), and the U.S. Department of Justice (DOJ)), nor does anything in this Agreement preclude, prohibit, or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with, report unlawful conduct or provide documents to, federal, state, or local officials for investigation or participate in any whistleblower program administered by any such agencies. In addition, nothing in this Agreement, including, but not limited to, the release of claims and confidentiality or non-disparagement clauses, prohibits Employee from: (i) reporting possible violations of applicable law or regulations, including any possible securities laws violations, to any governmental agency or entity, including, but not limited to, the DOJ, the SEC, the U.S. Congress, or any agency Inspector General; (ii) making any other disclosures that are protected under the whistleblower provisions of applicable law or regulations; or (iii) filing a charge or complaint or otherwise fully participating in any governmental whistleblower programs, including, but not limited to, any such programs managed by the SEC and/or the Occupational Safety and Health Administration (OSHA). Nothing in this Agreement has the purpose or effect of preventing Employee from engaging in Concerted Activity (defined as activities engaged in for the purpose of collective bargaining or other mutual aid or protection as provided in 29 U.S.C. 157 et seq. to address work-related issues. The Company may not retaliate against Employee for any of these activities. To the maximum extent permitted by law, Employee agrees that if an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies; however, nothing in this Agreement prohibits or prevents Employee from receiving individual monetary awards or other individual relief by virtue of participating in federal whistleblower programs as set forth herein.
(e)Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any of the other Releasees is a party.
(4)
Exhibit 10.1
6.Acknowledgements and Affirmations.
(a)Employee affirms Employee has not filed, caused to be filed, or presently is a party to any claim against the Company, other than protected disclosures to governmental or regulatory agencies.
(b)Employee also affirms (i) Employee has been paid for all hours worked as of the date Employee signs this Agreement, (ii) Employee has been paid and/or has received all compensation, wages, bonuses, awards, incentives, commissions, paid sick leave, and/or benefits which are due and payable as of the date Employee signs this Agreement, (iii) Employee is not entitled to any bonus, except as set forth herein, (iv) Employee has been reimbursed for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment and that Employee has submitted expense reports for all such necessary expenses or losses incurred by Employee, and (v) Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or state or local leave or disability accommodation laws.
(c)Employee further affirms that all of the Company’s decisions regarding Employee’s pay and benefits through the date of Employee’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, sexual orientation, gender identity, religion, national origin, protected veteran status or any other classification protected by law.
(d)Employee affirms Employee has no known workplace injuries or occupational diseases.
(e)Employee affirms Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or any Company officer, director, agent, attorney or employee, including any allegations of corporate fraud.
(f)Employee affirms that Employee has no knowledge of, and is not aware of, any wrongdoing by the Company or its officers, directors, agents, attorneys and/or employees, including any allegations of corporate fraud, other than conduct that is the subject of protected disclosures made to governmental or regulatory agencies.
(g)Employee acknowledges that Employee has received written documentation and notice of continuation of benefits option; election procedures; cost of continuation of benefits; along with payment procedures and forms, regarding COBRA.
7.Non-Disparagement. Employee agrees to refrain from making statements that are maliciously disparaging or defamatory about Releasees, or Releasees’ customers, suppliers, or vendors, including but not limited to communications on social media websites such as Facebook, Instagram, X (formerly Twitter), TikTok, LinkedIn, or Glassdoor, or on blogs, or by text, email or other electronic means.
(5)
Exhibit 10.1
8.Limited Disclosure and Return of Property.
(a)Employee agrees not to disclose any information regarding the underlying facts leading up to or the existence or substance of this Agreement, except to Employee’s spouse, domestic partner, tax advisor, an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement, or to any federal, state or local government agency. This confidentiality restriction shall not be construed to limit Employee’s rights under the National Labor Relations Act. Nothing in this Agreement has the purpose or effect of preventing Employee from making truthful disclosures about alleged unlawful conduct. Employee agrees that confidentiality is the documented preference of the Employee and is mutually beneficial to both Parties to this Agreement. Employee also agrees that the consideration in this Agreement includes bargained for consideration in exchange for this Agreement.
(b)Employee affirms that Employee has returned to the Company all materials, property, documents, data and other information belonging to the Company or pertaining to or reflecting Confidential Information (as defined herein) in Employee’s possession or control. Employee also affirms that Employee is in possession of all of Employee’s property that Employee had at Company premises and that the Company is not in possession of any of Employee’s property.
(c)Upon Employee’s separation of employment from the Company, Employee understands that the Company will retain ownership and control of all commercial and/or social media accounts (including vendors accounts such as Amazon and blogs, online journals, wikis, and profiles on social networking sites such as Instagram, Facebook, X (formerly Twitter), LinkedIn, TikTok, Pinterest, Snapchat, YouTube, etc.) created, managed, or used by Employee during Employee’s employment, including all related data and information. Prior to Employee’s separation of employment, Employee agrees to provide to the Company the login information, including, but not limited to, the administrative rights, credentials, authorization codes, usernames, and passwords, for any commercial and/or social media accounts that Employee created, managed, or used. Employee further agrees to assist the Company with the transition and maintenance of any commercial and/or social media accounts, including providing any information that might be necessary to ensure the Company can access such commercial and/or social media accounts.
(6)
Exhibit 10.1
9.Preservation of Confidential Information.
(a)Employee acknowledges during the course of Employee’s employment, Employee had access to information that is confidential and proprietary to the Company (“Confidential Information”). Employee represents Employee has not, and shall not, divulge to any person or entity, unless required to do so by court order, subpoena, or as protected under the whistleblower provisions of applicable law or regulation, or as otherwise required under other applicable law, any Confidential Information. Employee further agrees that Employee will not utilize any Confidential Information on Employee’s own behalf or on behalf of any other person or entity.
(b)The term “Confidential Information” as used in this Agreement means all non-public information relating to the Company, any of the Company’s subsidiary corporations and/or affiliates, or any of it or their respective customers, operations, products, sales, finances, trade secrets (including, but not limited to, any information defined as a “trade secret” under applicable state law and the federal Defend Trade Secrets Act of 2016) that is disclosed to Employee or of which Employee became aware as a consequence of or through Employee’s employment with the Company and that has value to the Company, any of its subsidiary corporations and/or affiliates and/or any of it or their respective customers, including without limitation any information encompassed in any report, investigation, customer or recipient list (whether or not written), customer or recipient information, business plan, business relationship, information on suppliers or vendors, experiment, research or developmental work, experimental work, work in progress, drawing, design, plan, proposal, training, code, computer access code, password, software, formula, manual, technique, process, computer program, financial projection, financial data including sales and pricing information and/or all other financial data, cost summary, pricing formula, trademark and/or service mark, and/or all concepts or ideas, materials and/or information related to the business of the Company and/or any of its subsidiary corporations and/or affiliates, regardless of whether the same may have been possessed or developed by Employee in the course of Employee’s employment or otherwise. Confidential Information also includes, without limitation, all information Employee received from third parties in the course of Employee’s employment which was provided to Employee in connection with Employee’s duties for the Company on condition that such information remain confidential.
(c)Employee acknowledges and agrees that any and all Confidential Information learned by Employee during the course of Employee’s employment with the Company or otherwise, whether developed by Employee alone or in conjunction with others or otherwise, is and shall remain the sole property of the Company.
(7)
Exhibit 10.1
(d)As a result of the position which Employee occupied, Employee was trusted with Confidential Information. Accordingly, Employee agrees that Employee’s disclosure of any Confidential Information in violation of this Agreement shall result in irreparable injury and damage to the Company which will not be adequately compensated in money damages and that the Company will have no adequate remedy at law. In such event, the Company and Employee agree that, in addition to any other legal and equitable remedies which the Company may have, the Company shall be entitled to such temporary, preliminary or permanent restraining orders, decrees or injunctions as may be deemed necessary by a court of competent jurisdiction to protect the Company against, or on account of, such violation. However, nothing in this Agreement shall be construed to limit the Company’s remedies for or defenses to any action, suit, or controversy arising out of this Agreement. Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made to Employee’s attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law or (iii) is made in a complaint or other document filed in a lawsuit or other proceedings, if such filing is made under seal
(e)Employee agrees to promptly notify the Company should Employee receive a subpoena or other legal process or any court order directing the disclosure of Confidential Information to any non-governmental or non-regulatory agency, so as to afford the Company an opportunity to move for a protective order or any other legal or equitable remedy the Company may have available to it.
10.Non-Competition/Non-Solicitation.
(a)As a material inducement to the Company to enter into this Agreement, Employee shall not, for a period of sixty-eight (68) weeks following Employee’s cessation of employment with the Company, do any of the following within the United States (which Employee expressly acknowledges is the most narrowly defined geographic territory within which Employee performed services for the Company) directly or indirectly, without the prior written consent of the Company:
(i)Develop, market, sell, or solicit to sell goods, or provide or perform services, similar to those goods and services that the Company developed, marketed, sold, solicited to sell, provided or performed as described in the Company’s most recent Annual Report on Form 10-K, while Employee was employed with the Company;
(ii)Engage or participate, in any manner (as a director, officer, employee, agent, consultant, advisor, or otherwise), in a Competitive Business. As used herein, “Competitive Business” means any business (and its respective parents and subsidiaries and affiliates) listed on Schedule A attached hereto and made a part hereof; and
(8)
Exhibit 10.1
(iii)Become interested in (as an owner, stockholder, lender, partner, principal, member, coventurer, or otherwise) any Competitive Business.
(b)As a material inducement to the Company to enter into this Agreement, Employee represents Employee has not to date done, and shall not, for a period of sixty-eight (68) weeks following Employee’s cessation of employment with the Company, do any of the following within the United States, directly or indirectly, without the prior written consent of the Company:
(i)Influence or attempt to influence any person to terminate or modify their employment with the Company; or solicit for employment, employ or otherwise retain the services of, directly or indirectly, any person employed by the Company as an employee; or
(ii)Influence or attempt to influence a supplier or customer, including, without limitation, any individual or corporate customer of the Company or any other person or entity with whom the Company shall have dealt, to terminate or modify any written or oral Agreement or course of dealing with the Company; or
(iii)Influence or attempt to influence a supplier or customer, including, without limitation, any individual or corporate customer of the Company, any recipient of Company products, or any other person or entity with whom the Company shall have dealt, for the purpose of offering or selling any products or services which are identical, substantially similar or comparable to the services or products offered by the Company.
(c)Employee acknowledges and agrees that (i) this Section 10 is necessary for the protection of the legitimate business of the Company, (ii) the restrictive covenants set forth in this Section 10 are reasonable and valid in geographical and temporal scope and in all other respects; and, (iii) Employee has received adequate consideration for the execution, delivery and performance of this Agreement.
(d)Failure by Employee to fully perform Employee’s obligations under this Section 10 will be deemed a breach of this Agreement, upon which the Company will be entitled to seek: (i) injunctive relief, (ii) a refund of up to ninety percent (90%) of all monies paid to Employee under Section 2 hereof, and (iii) money damages including reasonable attorneys’ fees, in addition to any other legal and equitable remedies which the Company may have available to it.
(9)
Exhibit 10.1
11.Governing Law; Venue; Jury Waiver. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of New York without regard to its conflict or choice of law provisions. The Parties irrevocably consent and agree to the exclusive jurisdiction of the Supreme Court of the State of New York, County of Nassau and the United States District Court, Eastern District of New York for any action involving the validity, interpretation or enforcement of this Agreement or any of its terms, provisions or obligations or claiming breach thereof. FURTHERMORE, THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY AND ALL DISPUTES SHALL BE HEARD AND DETERMINED BY THE COURT SITTING WITHOUT A JURY AND THAT THE PARTIES HEREBY EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL.
12.Cooperation. Employee agrees that in the event of any disagreement, dispute,claim, proceeding, or legal suit between the Company, its employees, former employees, and any third parties, or any investigation conducted by, for, or against the Company, Employee agrees to make Employee available, at reasonable times and locations, at the Company’s, or its agents’ and representatives’ request, to fully cooperate for the purpose of giving interviews, statements, depositions, hearing or trial testimony and to provide truthful and accurate testimony concerning events or matters as to which Employee has personal knowledge and information. The Company agrees to reimburse Employee for Employee’s reasonable and actual out-of-pocket expenses directly incurred and occasioned by such cooperation. No compensation shall be paid to Employee for the providing of such cooperation or for the substance of any such knowledge or information.
13.Non-admission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by either party of any liability or unlawful conduct of any kind.
14.Amendment. Except as otherwise provided herein, this Agreement may not be modified, altered or changed except in writing and signed by the Parties.
15.Entire Agreement. This Agreement sets forth the entire agreement between the Parties and fully supersedes any prior agreements or understandings between the Parties with regard to such subject matter. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to accept this Agreement, except for those set forth in this Agreement.
16.Section Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement.
17.Legal Fees. Each Party will be responsible for its own legal fees or costs, if any, incurred in connection with the negotiation and settlement of this Agreement.
(10)
Exhibit 10.1
18.Severability. The provisions of this Agreement are severable, and if any part of it is found to be unenforceable, the other parts shall remain fully valid and enforceable. This Agreement shall survive the termination of any provisions contained herein. If a court of competent jurisdiction finally determines that any provision of this Agreement is declared illegal or unenforceable, the Parties agree the court shall have the authority to modify, alter or change the provision(s) in question to make the Agreement legal and enforceable. If this Agreement cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. If the general release language is found to be illegal or unenforceable, Employee agrees to execute a binding replacement release.
19.Third Party Beneficiaries. All Releasees are third party beneficiaries of this Agreement for purposes of the protections offered by this Agreement, and they shall be entitled to enforce the provisions of this Agreement applicable to any such Releasee as against Employee or any party acting on Employee’s behalf. Solely for purposes of Section 2. (Consideration), Employee’s spouse, heirs, executors and administrators will be deemed third party beneficiaries of this Agreement.
20.Tolling. If Employee violates any of the provisions of this Agreement, the obligations contained in those provisions shall run from the date on which Employee ceases to be in violation of any such provision.
21.Affiliate. For purposes of this Agreement, an “affiliate” shall mean a proprietorship, corporation, partnership, unincorporated association or other person or entity controlling, controlled by or under common control with 1-800-FLOWERS.COM, Inc.
22.Notices.
All notices to the Company shall be made to:
1-800-FLOWERS.COM, INC.
2 Jericho Plaza, Suite 200
Jericho, New York 11753
Attention: General Counsel
All notices to Employee shall be made to [***].
23.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and each of which shall together constitute one and the same agreement. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by fax or electronic mail, or which is made electronically, shall, for all purposes, be deemed an original and in full force and effect.
[Remainder of page intentionally left blank]
(11)
Exhibit 10.1
EMPLOYEE HAS BEEN ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS AGREEMENT AND ALSO HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
EMPLOYEE HAS ALSO BEEN ADVISED THAT EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE EXECUTES THIS AGREEMENT.
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS KNOWN AND UNKNOWN, THAT EMPLOYEE HAS OR MIGHT HAVE AGAINST THE COMPANY.
IN WITNESS WHEREOF, the Parties knowingly and voluntarily executed this Agreement as of the date set forth below:
| EMPLOYEE | 1-800-FLOWERS.COM, INC. | ||||||||||||||||
| /s/ Thomas Hartnett | By: /s/ James Langrock | ||||||||||||||||
| Thomas Hartnett | Name: James Langrock | ||||||||||||||||
Date: 04/10/2026 | Title: CFO | ||||||||||||||||
Date: 04/17/2026 | |||||||||||||||||
(12)
Exhibit 10.1
SCHEDULE A
For purposes of this Schedule A, a Competitive Business shall be deemed to include any and all parents, subsidiaries, affiliates or other entities under the control of the entities listed below:
[***]
(13)
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(RULE 13a-14(a))
I, Adolfo Villagomez, certify that:
(1)I have reviewed this quarterly report on Form 10-Q of 1-800-FLOWERS.COM, Inc.;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2026 | /s/ Adolfo Villagomez | ||||
| Adolfo Villagomez | |||||
| Chief Executive Officer (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(RULE 13a-14(a))
I, James M. Langrock, certify that:
(1)I have reviewed this quarterly report on Form 10-Q of 1-800-FLOWERS.COM, Inc.;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5)The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2026 | /s/ James M. Langrock | ||||
| James M. Langrock | |||||
| Senior Vice President, Treasurer and | |||||
| Chief Financial Officer (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of 1-800-FLOWERS.COM, Inc. (the “Company”) hereby certifies, to the best of such officer's knowledge, that:
(1)the Quarterly Report on Form 10-Q of the Company for the quarter ended March 29, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 7, 2026 | By: /s/ Adolfo Villagomez Adolfo Villagomez Chief Executive Officer (Principal Executive Officer) | ||||
Dated: May 7, 2026 | /s/ James M. Langrock | ||||
| James M. Langrock Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) | |||||
These certifications are furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certifications will not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates them by reference.