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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 2025
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission File No. 0-26841
1-800-FLOWERS.COM, Inc.
(Exact name of registrant as specified in its charter)

Delaware | 11-3117311
(State of incorporation) | (I.R.S. Employer Identification No.)
Two Jericho Plaza, Suite 200, Jericho, NY 11753 | (516) 237-6000
(Address of principal executive offices) (Zip code) | (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading symbol(s) | Name of each exchange on which registered
Class A common stock | FLWS | The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

o Large accelerated filer | ý Accelerated filer
o Non-accelerated filer | o Smaller reporting company
| o Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
The number of shares outstanding of each of the Registrant’s classes of common stock as of October 24, 2025:

Class A common stock: 36,598,694
Class B common stock: 27,068,221

Table of Contents
1-800-FLOWERS.COM, Inc.
FORM 10-Q
For the quarterly period ended September 28, 2025
TABLE OF CONTENTS

|  | Page
Part I. | Financial Information |
Item 1. | Condensed Consolidated Financial Statements | 1
| Condensed Consolidated Balance Sheets – September 28, 2025 (Unaudited) and June 29, 2025 | 1
| Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) – Three Months Ended September 28, 2025 and September 29, 2024 | 2
| Condensed Consolidated Statements of Stockholders' Equity (Unaudited) – Three Months Ended September 2 8, 2025 and September 29, 2024 | 3
| Condensed Consolidated Statements of Cash Flows (Unaudited) – Thre e Months Ended September 28, 2025 and September 29, 2024 | 4
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 5
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30
Item 4. | Controls and Procedures | 30
Part II. | Other Information | 30
Item 1. | Legal Proceedings | 30
Item 1A. | Risk Factors | 30
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31
Item 3. | Defaults upon Senior Securities | 31
Item 4. | Mine Safety Disclosures | 31
Item 5. | Other Information | 31
Item 6. | Exhibits | 32
Signatures | 33

Table of Contents
PART I. – FINANCIAL INFORMATION
ITEM 1. – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except for share data)

| September 28, 2025 |  | June 29, 2025
| (unaudited) |  |
Assets |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 7,747 |  |  | $ | 46,502 |
Trade receivables, less allowances for credit losses of $2,257 and $2,440, respectively | 40,003 |  |  | 21,693 |
Inventories | 269,781 |  |  | 177,127 |
Prepaid and other | 40,657 |  |  | 37,405 |
Total current assets | 358,188 |  |  | 282,727 |
Property, plant and equipment, net | 209,571 |  |  | 215,596 |
Operating lease right-of-use assets | 103,710 |  |  | 107,476 |
Goodwill | 37,625 |  |  | 37,625 |
Trademarks with indefinite lives | 86,673 |  |  | 86,673 |
Other intangibles, net | 2,235 |  |  | 2,691 |
Other assets | 42,499 |  |  | 39,829 |
Total assets | $ | 840,501 |  |  | $ | 772,617 |
Liabilities and Stockholders' Equity |  |  |
Current liabilities: |  |  |
Accounts payable | $ | 73,938 |  |  | $ | 74,581 |
Accrued expenses | 123,233 |  |  | 109,887 |
Current maturities of long-term debt | 134,000 |  |  | 21,000 |
Current portion of long-term operating lease liabilities | 15,277 |  |  | 15,918 |
Total current liabilities | 346,448 |  |  | 221,386 |
Long-term debt, net | 128,940 |  |  | 134,764 |
Long-term operating lease liabilities | 96,403 |  |  | 99,644 |
Deferred tax liabilities, net | 6,447 |  |  | 6,679 |
Other liabilities | 44,755 |  |  | 41,862 |
Total liabilities | 622,993 |  |  | 504,335 |
Commitments and contingencies (See Note 13) |  |  |
Stockholders' equity: |  |  |
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued | - |  |  | - |
Class A common stock, $0.01 par value, 200,000,000 shares authorized, 59,544,423 and 59,470,528 shares issued at September 28, 2025 and June 29, 2025, respectively | 595 |  |  | 594 |
Class B common stock, $0.01 par value, 200,000,000 shares authorized, 32,348,221 shares issued at September 28, 2025 and June 29, 2025 | 323 |  |  | 323 |
Additional paid-in capital | 413,591 |  |  | 411,280 |
Retained earnings | 12,028 |  |  | 64,985 |
Accumulated other comprehensive loss | (140) |  |  | (140) |
Treasury stock, at cost, 22,945,729 and 22,919,849 Class A shares at September 28, 2025 and June 29, 2025, respectively and 5,280,000 Class B shares at September 28, 2025 and June 29, 2025 | (208,889) |  |  | (208,760) |
Total stockholders’ equity | 217,508 |  |  | 268,282 |
Total liabilities and stockholders’ equity | $ | 840,501 |  |  | $ | 772,617 |

See accompanying Notes to Condensed Consolidated Financial Statements.
1

Table of Contents
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except for per share data)
(unaudited)

|  |  | Three Months Ended
|  |  |  |  | September 28, 2025 |  | September 29, 2024
Net revenues |  |  |  |  | $ | 215,200 |  |  | $ | 242,090 |
Cost of revenues (excludes depreciation and amortization) |  |  |  |  | 138,438 |  |  | 149,771 |
Gross profit |  |  |  |  | 76,762 |  |  | 92,319 |
Operating expenses: |  |  |  |  |  |  |
Marketing and sales |  |  |  |  | 69,105 |  |  | 82,097 |
Technology and development |  |  |  |  | 14,150 |  |  | 15,639 |
General and administrative |  |  |  |  | 31,118 |  |  | 28,526 |
Depreciation and amortization |  |  |  |  | 12,902 |  |  | 13,038 |
Total operating expenses |  |  |  |  | 127,275 |  |  | 139,300 |
Operating loss |  |  |  |  | (50,513) |  |  | (46,981) |
Interest income |  |  |  |  | (311) |  |  | (660) |
Interest expense |  |  |  |  | 4,621 |  |  | 4,020 |
Other income, net |  |  |  |  | (2,347) |  |  | (1,767) |
Loss before income taxes |  |  |  |  | (52,476) |  |  | (48,574) |
Income tax expense (benefit) |  |  |  |  | 481 |  |  | (14,384) |
Net loss and comprehensive net loss |  |  |  |  | $ | (52,957) |  |  | $ | (34,190) |
Basic and diluted net loss per common share |  |  |  |  | $ | (0.83) |  |  | $ | (0.53) |
Basic and diluted weighted average shares used in the calculation of net loss per common share |  |  |  |  | 63,630 |  | 64,198

See accompanying Notes to Condensed Consolidated Financial Statements.
2

Table of Contents
1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share data)
(unaudited)

| Three Months Ended September 28, 2025 and September 29, 2024
| Common Stock |  | Additional Paid-in Capital |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  |  |  |  |  | Total Stockholders’ Equity
| Class A |  | Class B |  |  |  |  | Treasury Stock |
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |  | Shares |  | Amount |
Balance at June 29, 2025 | 59,470,528 |  | $ | 594 |  |  | 32,348,221 |  | $ | 323 |  |  | $ | 411,280 |  |  | $ | 64,985 |  |  | $ | (140) |  |  | 28,199,849 |  | $ | (208,760) |  |  | $ | 268,282 |
Net loss | - |  | - |  |  | - |  | - |  |  | - |  |  | (52,957) |  |  | - |  |  | - |  | - |  |  | (52,957) |
Stock-based compensation | 73,895 |  | 1 |  |  | - |  | - |  |  | 2,311 |  |  | - |  |  | - |  |  | - |  | - |  |  | 2,312 |
Acquisition of Class A treasury stock | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | 25,880 |  | (129) |  |  | (129) |
Balance at September 28, 2025 | 59,544,423 |  | $ | 595 |  |  | 32,348,221 |  | $ | 323 |  |  | $ | 413,591 |  |  | $ | 12,028 |  |  | $ | (140) |  |  | 28,225,729 |  | $ | (208,889) |  |  | $ | 217,508 |
Balance at June 30, 2024 | 58,792,695 |  | $ | 588 |  |  | 32,348,221 |  | $ | 323 |  |  | $ | 399,165 |  |  | $ | 264,978 |  |  | $ | (127) |  |  | 26,925,290 |  | $ | (198,585) |  |  | $ | 466,342 |
Net loss | - |  | - |  |  | - |  | - |  |  | - |  |  | (34,190) |  |  | - |  |  | - |  | - |  |  | (34,190) |
Stock-based compensation | 1,000 |  | - |  |  | - |  | - |  |  | 2,479 |  |  | - |  |  | - |  |  | - |  | - |  |  | 2,479 |
Exercise of stock options | 4,735 |  | - |  |  | - |  | - |  |  | 41 |  |  | - |  |  | - |  |  | - |  | - |  |  | 41 |
Acquisition of Class A treasury stock | - |  | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | 160,413 |  | (1,255) |  |  | (1,255) |
Balance at September 29, 2024 | 58,798,430 |  | $ | 588 |  |  | 32,348,221 |  | $ | 323 |  |  | $ | 401,685 |  |  | $ | 230,788 |  |  | $ | (127) |  |  | 27,085,703 |  | $ | (199,840) |  |  | $ | 433,417 |

See accompanying Notes to Condensed Consolidated Financial Statements.
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1-800-FLOWERS.COM, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

| Three Months Ended
| September 28, 2025 |  | September 29, 2024
Operating activities: |  |  |
Net loss | $ | (52,957) |  |  | $ | (34,190) |
Reconciliation of net loss to net cash used in operating activities, net of acquisitions: |  |  |
Depreciation and amortization | 12,902 |  |  | 13,038 |
Amortization of deferred financing costs | 177 |  |  | 180 |
Deferred income taxes | (232) |  |  | (607) |
Bad debt expense | 4 |  |  | 84 |
Stock-based compensation | 2,312 |  |  | 2,479 |
Other non-cash items | 232 |  |  | 255 |
Changes in operating items, net of acquisitions: |  |  |
Trade receivables | (15,072) |  |  | (23,025) |
Inventories | (92,654) |  |  | (97,439) |
Prepaid and other | (3,252) |  |  | (29,237) |
Accounts payable and accrued expenses | 9,461 |  |  | (8,806) |
Other assets and liabilities | 105 |  |  | 27 |
Net cash used in operating activities | (138,974) |  |  | (177,241) |
Investing activities: |  |  |
Acquisitions, net of cash acquired | - |  |  | (3,000) |
Capital expenditures | (6,652) |  |  | (12,075) |
Net cash used in investing activities | (6,652) |  |  | (15,075) |
Financing activities: |  |  |
Acquisition of treasury stock | (129) |  |  | (1,255) |
Proceeds from exercise of employee stock options | - |  |  | 41 |
Proceeds from bank borrowings | 110,000 |  |  | 45,000 |
Repayment of bank borrowings | (3,000) |  |  | (2,500) |
Net cash provided by financing activities | 106,871 |  |  | 41,286 |
Net change in cash and cash equivalents | (38,755) |  |  | (151,030) |
Cash and cash equivalents: |  |  |
Beginning of period | 46,502 |  |  | 159,437 |
End of period | $ | 7,747 |  |  | $ | 8,407 |

See accompanying Notes to Condensed Consolidated Financial Statements.
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1-800-FLOWERS.COM, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1 – Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by 1-800-FLOWERS.COM, Inc. and Subsidiaries (the “Company”) in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three month period ended September 28, 2025 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.
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•BloomNet® services - membership fees as well as other service offerings to florists. Membership and other subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral network are variable, based on either the number of orders or the value of orders, and are recognized in the period in which the orders are delivered. The contracts within BloomNet services are typically month-to-month and, as a result, no consideration allocation is necessary across multiple reporting periods. Payment is typically due less than 30 days from the date the services were performed.
See Note 1 4 - Business Segments for additional information on disaggregated revenue.
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 $13.2 million was recognized as revenue during the three months ended September 28, 2025. The deferred revenue balance as of September 28, 2025 w as $21.2 million and is included within the “Accrued expenses” line item in the consolidated balance sheets.
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.
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The following table sets forth the computation of basic and diluted net loss per common share:

| Three Months Ended |  |
| September 28, 2025 |  | September 29, 2024 |  |  |  |
| (in thousands, except per share data)
Numerator: |  |  |  |  |  |  |
Net loss | $ | (52,957) |  |  | $ | (34,190) |  |  |  |  |
Denominator: |  |  |  |  |  |  |
Weighted average shares outstanding | 63,630 |  |  | 64,198 |  |  |  |  |
Adjusted weighted-average shares and assumed conversions | 63,630 |  |  | 64,198 |  |  |  |  |
Net loss per common share |  |  |  |  |  |  |
Basic | $ | (0.83) |  |  | $ | (0.53) |  |  |  |  |
Diluted | $ | (0.83) |  |  | $ | (0.53) |  |  |  |  |

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 million (deductible for income tax purposes), partially offset by net liabilities of $0.1 million.
Scharffen Berger annual revenues and results of operations, based on its most recently available financial information, are deemed immaterial to the Company's consolidated financial statements and, as such, pro forma results of operations have not been presented.
Note 4 – Inventory
The Company’s inventory, valued at the lower of cost or net realizable value, includes purchased and manufactured finished goods for sale, packaging supplies, crops, raw material ingredients for manufactured products and associated manufacturing labor, and is classified as follows:

| September 28, 2025 |  | June 29, 2025
| (in thousands)
Finished goods | $ | 171,706 |  |  | $ | 99,703 |
Work-in-process | 21,568 |  |  | 19,256 |
Raw materials | 76,507 |  |  | 58,168 |
Total inventory | $ | 269,781 |  |  | $ | 177,127 |

Note 5 – Property, plant and equipment, net
The Company’s property, plant and equipment, net consists of the following:
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| September 28, 2025 |  | June 29, 2025
| (in thousands)
Land | $ | 33,803 |  |  | $ | 33,811 |
Orchards in production and land improvements | 21,605 |  |  | 21,539 |
Building and building improvements | 70,556 |  |  | 70,479 |
Leasehold improvements | 31,980 |  |  | 31,866 |
Production equipment | 133,946 |  |  | 135,213 |
Furniture and fixtures | 9,415 |  |  | 9,517 |
Computer and telecommunication equipment | 42,038 |  |  | 41,378 |
Software | 216,785 |  |  | 208,960 |
Capital projects in progress | 9,827 |  |  | 13,313 |
Property, plant and equipment, gross | 569,955 |  |  | 566,076 |
Accumulated depreciation and amortization | (360,384) |  |  | (350,480) |
Property, plant and equipment, net | $ | 209,571 |  |  | $ | 215,596 |

Note 6 – Goodwill 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 and September 28, 2025 | $ | 34,554 |  |  | $ | 2,960 |  |  | $ | 111 |  |  | $ | 37,625 |

The total carrying value of goodwill is reflected net of $252.4 million of accumulated impairment charges, of which $119.0 million is related to the Consumer Floral & Gifts reporting unit and $133.4 million is related to the Gourmet Foods & Gift Baskets reporting unit.
The Company’s other intangible assets, net consists of the following:

|  |  | September 28, 2025 |  | 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 | 14 - 16 |  | $ | 7,420 |  |  | $ | 6,806 |  |  | $ | 614 |  |  | $ | 7,420 |  |  | $ | 6,780 |  |  | $ | 640 |
Customer lists | 3 - 10 |  | 29,647 |  |  | 28,233 |  |  | 1,414 |  |  | 29,647 |  |  | 27,818 |  |  | 1,829 |
Other | 5 - 14 |  | 2,946 |  |  | 2,739 |  |  | 207 |  |  | 2,946 |  |  | 2,724 |  |  | 222 |
Total intangible assets with determinable lives |  |  | 40,013 |  |  | 37,778 |  |  | 2,235 |  |  | 40,013 |  |  | 37,322 |  |  | 2,691 |
Trademarks with indefinite lives |  |  | 86,673 |  |  | - |  |  | 86,673 |  |  | 86,673 |  |  | - |  |  | 86,673 |
Total identifiable intangible assets |  |  | $ | 126,686 |  |  | $ | 37,778 |  |  | $ | 88,908 |  |  | $ | 126,686 |  |  | $ | 37,322 |  |  | $ | 89,364 |

Future estimated amortization expense is as follows: remainder of fiscal 2026 - $0.9 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.
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Additional Goodwill and Indefinite-Lived Intangible Asset Considerations
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of goodwill and indefinite-lived intangible assets requires the Company to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax considerations, discount rates, long-term growth rates, royalty rates, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control change, such as discount rates, market capitalization, income tax rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then goodwill or indefinite-lived intangible assets might become impaired in the future.
As discussed in the Annual Report on Form 10-K for the fiscal year ended June 29, 2025, goodwill for the Company’s Consumer Floral & Gifts reporting unit and the Company’s Personalization Mall tradename were impaired during the quarter ended March 30, 2025 and were written down to their respective fair values causing zero excess fair value over the carrying amount as of the impairment test date, resulting in a risk of future impairments if any assumptions (including changes in segments), estimates, or market factors change in the future.
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 invest ments was $0.4 million as of both September 28, 2025 and June 29, 2025.
Equity investments with a readily determinable fair value
The Company also holds certain trading securities associated with its Non-Qualified Deferred Compensation Plan (“NQDC Plan”). These investments are measured using quoted market prices at the reporting date and are included within the “Other assets” line item in the consolidated balance sheets (see Note 11 - Fair Value Measurements).
Note 8 – Leases
The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036. M ost 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 Accounting Standards Codification ("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.
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At the lease commencement date, the Company determines if a lease should be classified as an operating or a finance lease (the Company currently has no finance leases) and recognizes a corresponding lease liability and a right-of-use asset on its consolidated balance sheet. The lease liability is initially and subsequently measured as the present value of the remaining fixed minimum rental payments (including base rent and fixed common area maintenance) using discount rates as of the commencement date. Variable payments (including most utilities, real estate taxes, insurance and variable common area maintenance) are expensed as incurred. Further, the Company elected a short-term lease exception policy, permitting it not to apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. The right-of-use asset is initially and subsequently measured at the carrying amount of the lease liability adjusted for any prepaid or accrued lease payments, remaining balance of lease incentives received, unamortized initial direct costs, or impairment charges relating to the right-of-use asset. Right-of-use assets are assessed for impairment using the long-lived assets impairment guidance. The discount rate used to determine the present value of lease payments is the Company’s estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the Company generally cannot determine the interest rate implicit in the lease.
The Company recognizes expense for its operating leases on a straight-line basis over the lease term. As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced. Renewal option periods are included in the measurement of lease liability, where the exercise is reasonably certain to occur. Key estimates and judgments in accounting for leases include how the Company determines: (1) lease payments, (2) lease term, and (3) the discount rate used in calculating the lease liability.
Additional information related to the Company's leases is as follows:

|  |  | Three Months Ended
|  |  |  |  | September 28, 2025 |  | September 29, 2024
|  |  |  | (in thousands)
Lease costs: |  |  |  |  |  |  |
Operating lease costs |  |  |  |  | $ | 5,856 |  |  | $ | 6,004 |
Variable lease costs |  |  |  |  | 7,139 |  |  | 6,527 |
Short-term lease cost |  |  |  |  | 716 |  |  | 755 |
Sublease income |  |  |  |  | (170) |  |  | (230) |
Total lease costs |  |  |  |  | $ | 13,541 |  |  | $ | 13,056 |
Cash paid for amounts included in measurement of operating lease liabilities |  |  |  |  | $ | 5,971 |  |  | $ | 6,148 |
Right-of-use assets obtained in exchange for new operating lease liabilities |  |  |  |  | $ | 745 |  |  | $ | 3,673 |

| September 28, 2025
Weighted-average remaining lease term - operating leases (in years) | 7.2
Weighted-discount rate - operating leases | 4.7 | %

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Maturities of lease liabilities in accordance with ASC 842 as of September 28, 2025 and reconciliation to the consolidated balance sheet are as follows (in thousands):

Fiscal Year: |
Remainder of 2026 | $ | 15,005 |
2027 | 20,098 |
2028 | 19,111 |
2029 | 18,133 |
2030 | 15,068 |
Thereafter | 44,982 |
Total future minimum lease payments | 132,397 |
Less: Imputed remaining interest | 20,717 |
Total operating lease liabilities | 111,680 |
Less: Current portion of long-term operating lease liabilities | 15,277 |
Long-term operating lease liabilities | $ | 96,403 |

Note 9 – Accrued expenses
Accrued expenses consists of the following:

| September 28, 2025 |  | June 29, 2025
| (in thousands)
Payroll and employee benefits | $ | 22,947 |  |  | $ | 23,385 |
Deferred revenue | 21,185 |  |  | 23,710 |
Accrued marketing expenses | 9,681 |  |  | 11,116 |
Accrued florist payout | 13,376 |  |  | 9,615 |
Accrued purchases | 25,679 |  |  | 12,438 |
Other | 30,365 |  |  | 29,623 |
Accrued expenses | $ | 123,233 |  |  | $ | 109,887 |

Note 10 – Long-term debt, net
The Company’s current and long-term debt, net consists of the following:

| September 28, 2025 |  | June 29, 2025
| (in thousands)
Revolving credit facility | $ | 110,000 |  |  | $ | - |
Term Loan | 157,000 |  |  | 160,000 |
Deferred financing costs | (4,060) |  |  | (4,236) |
Total debt | 262,940 |  |  | 155,764 |
Less: current maturities of long-term debt | 134,000 |  |  | 21,000 |
Long-term debt, net | $ | 128,940 |  |  | $ | 134,764 |

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”).
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For each borrowing under the Existing Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either: (1) a base rate plus an applicable margin varying (other than during the Affected Period) based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5%, and (c) an adjusted SOFR rate for a one-month interest period plus 1.0%, or (2) an adjusted SOFR rate plus an applicable margin varying (other than during the Affected Period) based on the Company’s consolidated leverage ratio. The adjusted SOFR rate includes a credit spread adjustment of 0.1% for all interest periods. The effective interest rate as of September 28, 2025 related to the Company's outstanding borrowings was 7.9%.
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: $18.0 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 September 28, 2025. 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 circumstances indicate 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.

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

| Carrying Value |  | Fair Value Measurements Assets (Liabilities)
|  |  | Level 1 |  | Level 2 |  | Level 3
| (in thousands)
Assets (Liabilities) as of September 28, 2025 |  |  |  |  |  |  |
Trading securities held in a “rabbi trust” (1) | $ | 41,321 |  |  | $ | 41,321 |  |  | $ | - |  |  | $ | - |
| $ | 41,321 |  |  | $ | 41,321 |  |  | $ | - |  |  | $ | - |
Assets (Liabilities) as of June 29, 2025 |  |  |  |  |  |  |
Trading securities held in a “rabbi trust” (1) | $ | 38,370 |  |  | $ | 38,370 |  |  | $ | - |  |  | $ | - |
| $ | 38,370 |  |  | $ | 38,370 |  |  | $ | - |  |  | $ | - |

(1)The Company has established a NQDC Plan for certain members of senior management. Deferred compensation plan assets are invested in mutual funds held in a “rabbi trust,” which is restricted for payment to participants of the NQDC Plan. Trading securities held in a "rabbi trust" are measured using quoted market prices at the reporting date and are included in the “Other assets” line item, with the corresponding liability included in the “Other liabilities” line item in the consolidated balance sheets.
Note 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 rate for the three months ended September 28, 2025 was (0.9)% compared to 29.6% in the same period of the prior year. The Company’s effective tax rate for the three months ended September 28, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to the change in valuation allowance, state income taxes and interest on uncertain tax positions. The Company’s effective tax rate for the three months ended September 29, 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state income taxes and non-deductible executive compensation including deficiencies (shortfalls) from stock-based compensation, partially offset by tax credits.
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 three months ended September 28, 2025, the Company increased its valuation allowance by $12.5 million.
The Company completed its initial assessment of the One Big Beautiful Bill Act (“OBBBA”) corporate tax provisions enacted on July 4, 2025. OBBBA contained several U.S. corporate tax provisions. The EBITDA computation of the business interest expense limitation is not expected to have a significant impact on the Company’s current year tax expense. Additionally, it is not expected that any of the other provisions will impact the Company’s current year U.S. cash tax or effective tax rate.
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.
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,
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as Chief Operating Decision Maker to manage the business, assess performance and allocate resources, and further aligns with our product offerings.
•Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization Mall®, Things Remembered® and Alice’s Table® brands, derives revenue from the sale of consumer floral products and gifts through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise operations.
•BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service offerings.
•Gourmet Foods & Gift Baskets – this segment includes the operations of Harry & David®, Wolferman’s Bakery®, Cheryl’s Cookies®, The Popcorn Factory®, 1-800-Baskets.com®/DesignPac®, Shari’s Berries®, Vital Choice®, and since July 1, 2024, Scharffen Berger®. Revenue is derived from the sale of gourmet fruits, cookies, baked gifts, premium chocolates and confections, gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish, through the Company’s e-commerce sales channels (telephonic and online sales) and company-owned and operated retail stores under the Harry & David and Cheryl’s Cookies brand names, as well as wholesale operations.
The accounting policies of the segments are the same as those described in Note 2 - Significant Accounting Policies in the Annual Report on Form 10-K for the fiscal year ended June 29, 2025
The Company evaluates performance for all of its reportable segments based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments. This information is used by the Chief Executive Officer to measure segment profitability, allocate resources, and make budgeting and forecasting decisions about the reportable segments. The Chief Executive Officer also uses this measure to monitor trends in year-over-year performance and to compare actual results to the Company's budget and forecasts.
Management’s measure of profitability for these segments does not include the effect of corporate overhead (see (c) below), nor does it include depreciation and amortization, other expense (income), net and income taxes, or stock-based compensation, which are included within corporate overhead. Sales, cost of revenues, and operating expenses are also provided to the Chief Executive Officer. No asset information is provided for the reportable segments as this information is reviewed at the consolidated level by management and not by segment.
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Three months ended September 28, 2025
|  | Consumer Floral & Gifts |  | BloomNet |  | Gourmet Foods & Gift Baskets |  | Total
Net revenues |  | $ | 115,430 |  |  | $ | 23,125 |  |  | $ | 76,784 |  |  | $ | 215,339 |
Corporate |  |  |  |  |  |  |  | 68
Intercompany eliminations |  |  |  |  |  |  |  | (207) |
Net revenues |  |  |  |  |  |  |  | 215,200 |
Cost of revenues (excludes depreciation and amortization) (a) |  | 71,686 |  |  | 12,095 |  |  | 54,823 |  |  |
Marketing and sales |  | 35,002 |  |  | 4,013 |  |  | 28,314 |  |  |
Other segment items (b) |  | 4,241 |  |  | 1,078 |  |  | 7,005 |  |  |
Segment contribution margin |  | 4,501 |  |  | 5,939 |  |  | (13,358) |  |  | (2,918) |
Corporate expenses (c) |  |  |  |  |  |  |  | 34,693 |
Depreciation and amortization |  |  |  |  |  |  |  | 12,902 |
Operating loss |  |  |  |  |  |  |  | (50,513) |
Interest income |  |  |  |  |  |  |  | (311) |
Interest expense |  |  |  |  |  |  |  | 4,621 |
Other income, net |  |  |  |  |  |  |  | (2,347) |
Loss before income taxes |  |  |  |  |  |  |  | $ | (52,476) |

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Three months ended September 29, 2024
|  | Consumer Floral & Gifts |  | BloomNet |  | Gourmet Foods & Gift Baskets |  | Total
Net revenues |  | $ | 135,180 |  |  | $ | 23,075 |  |  | $ | 84,003 |  |  | $ | 242,258 |
Corporate |  |  |  |  |  |  |  | 89 |
Intercompany eliminations |  |  |  |  |  |  |  | (257) |
Net revenues |  |  |  |  |  |  |  | 242,090 |
Cost of revenues (excludes depreciation and amortization) (a) |  | 81,251 |  |  | 11,547 |  |  | 57,159 |  |  |
Marketing and sales |  | 44,459 |  |  | 3,799 |  |  | 31,898 |  |  |
Other segment items (b) |  | 4,526 |  |  | 888 |  |  | 7,199 |  |  |
Segment contribution margin |  | 4,944 |  |  | 6,841 |  |  | (12,253) |  |  | (468) |
Corporate expenses (c) |  |  |  |  |  |  |  | 33,475 |
Depreciation and amortization |  |  |  |  |  |  |  | 13,038 |
Operating loss |  |  |  |  |  |  |  | (46,981) |
Interest income |  |  |  |  |  |  |  | (660) |
Interest expense |  |  |  |  |  |  |  | 4,020 |
Other income, net |  |  |  |  |  |  |  | (1,767) |
Loss before income taxes |  |  |  |  |  |  |  | $ | (48,574) |

(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.
(c)Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive, and stock-based compensation, as well as changes in the fair value of the Company's NQDC Plan. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions are included within corporate expenses as they are not directly allocable to a specific segment.
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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
| September 28, 2025 |  | September 29, 2024 |  | September 28, 2025 |  | September 29, 2024 |  | September 28, 2025 |  | September 29, 2024 |  | September 28, 2025 |  | September 29, 2024 |  | September 28, 2025 |  | September 29, 2024
| (in thousands)
Net revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
E-commerce | $ | 114,086 |  |  | $ | 133,544 |  |  | $ | - |  |  | $ | - |  |  | $ | 54,928 |  |  | $ | 59,630 |  |  | $ | - |  |  | $ | - |  |  | $ | 169,014 |  |  | $ | 193,174 |
Other | 1,344 |  |  | 1,636 |  |  | 23,125 |  |  | 23,075 |  |  | 21,856 |  |  | 24,373 |  |  | (139) |  |  | (168) |  |  | 46,186 |  |  | 48,916 |
Total net revenues | $ | 115,430 |  |  | $ | 135,180 |  |  | $ | 23,125 |  |  | $ | 23,075 |  |  | $ | 76,784 |  |  | $ | 84,003 |  |  | $ | (139) |  |  | $ | (168) |  |  | $ | 215,200 |  |  | $ | 242,090 |
Other revenues detail |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Retail and other | 1,344 |  |  | 1,636 |  |  | - |  |  | - |  |  | 1,920 |  |  | 1,784 |  |  | - |  |  | - |  |  | 3,264 |  |  | 3,420 |
Wholesale | - |  |  | - |  |  | 10,976 |  |  | 10,112 |  |  | 19,936 |  |  | 22,589 |  |  | - |  |  | - |  |  | 30,912 |  |  | 32,701 |
BloomNet services | - |  |  | - |  |  | 12,149 |  |  | 12,963 |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 12,149 |  |  | 12,963 |
Corporate | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 68 |  |  | 89 |  |  | 68 |  |  | 89 |
Eliminations | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (207) |  |  | (257) |  |  | (207) |  |  | (257) |
Total other revenues | $ | 1,344 |  |  | $ | 1,636 |  |  | $ | 23,125 |  |  | $ | 23,075 |  |  | $ | 21,856 |  |  | $ | 24,373 |  |  | $ | (139) |  |  | $ | (168) |  |  | $ | 46,186 |  |  | $ | 48,916 |

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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, 202 5. 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, 202 5 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 Gifts, LLC, a manufacturer of gift baskets and towers; Alice’s Table®, a lifestyle business offering on demand floral, culinary and other experiences to guests across the country; 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.
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.
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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 to determine its interest rate and to measure compliance with certain covenants. EBITDA and Adjusted EBITDA are also used by the Company to evaluate and price potential acquisition candidates.
EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under GAAP. Some of the limitations are: (a) EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, the Company's working capital needs; (b) EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on the Company's debts; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and EBITDA does not reflect any cash requirements for such capital expenditures. EBITDA and Adjusted EBITDA should only be used on a supplemental basis combined with GAAP results when evaluating the Company's performance.
The following table presents EBITDA and Adjusted EBITDA:

Reconciliation of net loss to Adjusted EBITDA (non-GAAP): |  |  | Three Months Ended
|  |  |  |  | September 28, 2025 |  | September 29, 2024
|  |  |  | (in thousands)
Net loss |  |  |  |  | $ | (52,957) |  |  | $ | (34,190) |
Add: Interest expense and other, net |  |  |  |  | 1,963 |  |  | 1,593 |
Add: Depreciation and amortization |  |  |  |  | 12,902 |  |  | 13,038 |
Add: Income tax expense (benefit) |  |  |  |  | 481 |  |  | (14,384) |
EBITDA |  |  |  |  | (37,611) |  |  | (33,943) |
Add: Stock-based compensation |  |  |  |  | 2,312 |  |  | 2,479 |
Add: Compensation charge related to NQDC Plan investment appreciation |  |  |  |  | 2,352 |  |  | 1,738 |
Add: System implementation costs |  |  |  |  | - |  |  | 1,780 |
Adjusted EBITDA |  |  |  |  | $ | (32,947) |  |  | $ | (27,946) |

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Adjusted net income (loss) and adjusted or comparable net income (loss) per common share
We define adjusted net income (loss) and adjusted or comparable net income (loss) per common share as net income (loss) and net income (loss) per common share adjusted for certain items affecting period-to-period comparability. We believe that adjusted net income (loss) and adjusted or comparable net income (loss) per common share are meaningful measures because they increase the comparability of period-to-period results. Since these are not measures of performance calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, GAAP net income (loss) and net income (loss) per common share, as indicators of operating performance and they may not be comparable to similarly titled measures employed by other companies.
The following table presents the adjusted net loss and adjusted net loss per common share:

Reconciliation of net loss to adjusted net loss (non-GAAP): |  |  | Three Months Ended
|  |  |  |  | September 28, 2025 |  | September 29, 2024
|  |  |  | (in thousands, except for share data)
Net loss |  |  |  |  | $ | (52,957) |  |  | $ | (34,190) |
Adjustments to reconcile net loss to adjusted net loss (non-GAAP) |  |  |  |  |  |  |
Add: System implementation costs |  |  |  |  | - |  |  | 1,780 |
Deduct: Tax related adjustments |  |  |  |  | - |  |  | (527) |
Adjusted net loss (non-GAAP) |  |  |  |  | $ | (52,957) |  |  | $ | (32,937) |
Basic and diluted loss per common share |  |  |  |  | $ | (0.83) |  |  | $ | (0.53) |
Basic and diluted adjusted net loss per common share (non-GAAP) |  |  |  |  | $ | (0.83) |  |  | $ | (0.51) |
Weighted average shares used in the calculation of basic and diluted net loss and adjusted net loss per common share |  |  |  |  | 63,630 |  | 64,198

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 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).
The following table presents the net revenues, gross profit, segment contribution margin, and adjusted segment contribution margin from each of the Company’s business segments:
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| Three Months Ended
| September 28, 2025 |  |  |  |  |  | September 29, 2024 |  | System Implementation Costs |  | As Adjusted (non-GAAP) September 29, 2024 |  | % Change
| (dollars in thousands)
Net revenues: |  |  |  |  |  |  |  |  |  |  |  |  |
Consumer Floral & Gifts | $ | 115,430 |  |  |  |  |  |  | $ | 135,180 |  |  | $ | - |  |  | $ | 135,180 |  |  | -14.6 | %
BloomNet | 23,125 |  |  |  |  |  |  | 23,075 |  |  | - |  |  | 23,075 |  |  | 0.2 | %
Gourmet Foods & Gift Baskets | 76,784 |  |  |  |  |  |  | 84,003 |  |  | - |  |  | 84,003 |  |  | -8.6 | %
Corporate | 68 |  |  |  |  |  |  | 89 |  |  | - |  |  | 89 |  |  | -23.6 | %
Intercompany eliminations | (207) |  |  |  |  |  |  | (257) |  |  | - |  |  | (257) |  |  | 19.5 | %
Total net revenues | $ | 215,200 |  |  |  |  |  |  | $ | 242,090 |  |  | $ | - |  |  | $ | 242,090 |  |  | -11.1 | %
Gross profit: |  |  |  |  |  |  |  |  |  |  |  |  |
Consumer Floral & Gifts | $ | 43,744 |  |  |  |  |  |  | $ | 53,929 |  |  | $ | - |  |  | $ | 53,929 |  |  | -18.9 | %
| 37.9 | % |  |  |  |  |  | 39.9 | % |  |  |  | 39.9 | % |  |
BloomNet | 11,030 |  |  |  |  |  |  | 11,528 |  |  | - |  |  | 11,528 |  |  | -4.3 | %
| 47.7 | % |  |  |  |  |  | 50.0 | % |  |  |  | 50.0 | % |  |
Gourmet Foods & Gift Baskets | 21,961 |  |  |  |  |  |  | 26,844 |  |  | - |  |  | 26,844 |  |  | -18.2 | %
| 28.6 | % |  |  |  |  |  | 32.0 | % |  |  |  | 32.0 | % |  |
Corporate | 27 |  |  |  |  |  |  | 18 |  |  | - |  |  | 18 |  |  | 50.0 | %
| 39.7 | % |  |  |  |  |  | 20.2 | % |  |  |  | 20.2 | % |  |
Total gross profit | $ | 76,762 |  |  |  |  |  |  | $ | 92,319 |  |  | $ | - |  |  | $ | 92,319 |  |  | -16.9 | %
| 35.7 | % |  |  |  |  |  | 38.1 | % |  |  |  | 38.1 | % |  |
EBITDA (non-GAAP): |  |  |  |  |  |  |  |  |  |  |  |  |
Segment Contribution Margin (non-GAAP) (a): |  |  |  |  |  |  |  |  |  |  |  |  |
Consumer Floral & Gifts | $ | 4,501 |  |  |  |  |  |  | $ | 4,944 |  |  | $ | - |  |  | $ | 4,944 |  |  | -9.0 | %
BloomNet | 5,939 |  |  |  |  |  |  | 6,841 |  |  | - |  |  | 6,841 |  |  | -13.2 | %
Gourmet Foods & Gift Baskets | (13,358) |  |  |  |  |  |  | (12,253) |  |  | 913 |  |  | (11,340) |  |  | -17.8 | %
Segment Contribution Margin Subtotal | (2,918) |  |  |  |  |  |  | (468) |  |  | 913 |  |  | 445 |  |  | -755.7 | %
Corporate (b) | (34,693) |  |  |  |  |  |  | (33,475) |  |  | 867 |  |  | (32,608) |  |  | -6.4 | %
EBITDA (non-GAAP) | (37,611) |  |  |  |  |  |  | (33,943) |  |  | 1,780 |  |  | (32,163) |  |  | -16.9 | %
Add: Stock-based compensation | 2,312 |  |  |  |  |  |  | 2,479 |  |  | - |  |  | 2,479 |  |  | -6.7 | %
Add: Compensation charge related to NQDC Plan investment appreciation | 2,352 |  |  |  |  |  |  | 1,738 |  |  | - |  |  | 1,738 |  |  | 35.3 | %
Adjusted EBITDA (non-GAAP) (c) | $ | (32,947) |  |  |  |  |  |  | $ | (29,726) |  |  | $ | 1,780 |  |  | $ | (27,946) |  |  | -17.9 | %

(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.
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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 (used in) provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure:

| Three Months Ended
| September 28, 2025 |  | September 29, 2024
| (in thousands)
Net cash (used in) provided by operating activities | $ | (138,974) |  |  | $ | (177,241) |
Capital expenditures | (6,652) |  |  | (12,075) |
Free cash flow | $ | (145,626) |  |  | $ | (189,316) |

Results of Operations
Net revenues

|  |  | Three Months Ended
|  |  |  |  |  |  | September 28, 2025 |  | September 29, 2024 |  | % Change
|  |  |  |  |  | (dollars in thousands)
Net revenues: |  |  |  |  |  |  |  |  |  |  |
E-Commerce |  |  |  |  |  |  | $ | 169,014 |  |  | $ | 193,174 |  |  | -12.5 | %
Other |  |  |  |  |  |  | 46,186 |  |  | 48,916 |  |  | -5.6 | %
Total net revenues |  |  |  |  |  |  | $ | 215,200 |  |  | $ | 242,090 |  |  | -11.1 | %

Net revenues consist primarily of the selling price of the merchandise, service and outbound shipping charges, less discounts, returns and credits.
Net revenues decreased 11.1% during the three months ended September 28, 2025, mainly due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth, combined with changes in wholesale order timing from the first quarter a year ago into the second quarter of this fiscal year.
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| Three Months Ended
| Consumer Floral & Gifts |  | BloomNet |  | Gourmet Foods & Gift Baskets |  | Corporate and Eliminations |  | Consolidated
| September 28, 2025 |  | September 29, 2024 |  | % Change |  | September 28, 2025 |  | September 29, 2024 |  | % Change |  | September 28, 2025 |  | September 29, 2024 |  | % Change |  | September 28, 2025 |  | September 29, 2024 |  | September 28, 2025 |  | September 29, 2024 |  | % Change
| (dollars in thousands)
Net revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
E-commerce | $ | 114,086 |  |  | $ | 133,544 |  |  | -14.6 | % |  | $ | - |  |  | $ | - |  |  | - | % |  | $ | 54,928 |  |  | $ | 59,630 |  |  | -7.9 | % |  | $ | - |  |  | $ | - |  |  | $ | 169,014 |  |  | $ | 193,174 |  |  | -12.5 | %
Other | 1,344 |  |  | 1,636 |  |  | -17.8 | % |  | 23,125 |  |  | 23,075 |  |  | 0.2 | % |  | 21,856 |  |  | 24,373 |  |  | -10.3 | % |  | (139) |  |  | (168) |  |  | 46,186 |  |  | 48,916 |  |  | -5.6 | %
Total net revenues | $ | 115,430 |  |  | $ | 135,180 |  |  | -14.6 | % |  | $ | 23,125 |  |  | $ | 23,075 |  |  | 0.2 | % |  | $ | 76,784 |  |  | $ | 84,003 |  |  | -8.6 | % |  | $ | (139) |  |  | $ | (168) |  |  | $ | 215,200 |  |  | $ | 242,090 |  |  | -11.1 | %
Other revenues detail |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Retail and other | 1,344 |  |  | 1,636 |  |  | -17.8 | % |  | - |  |  | - |  |  | - |  |  | 1,920 |  |  | 1,784 |  |  | 7.6 | % |  | - |  |  | - |  |  | 3,264 |  |  | 3,420 |  |  | -4.6 | %
Wholesale | - |  |  | - |  |  | - | % |  | 10,976 |  |  | 10,112 |  |  | 8.5 | % |  | 19,936 |  |  | 22,589 |  |  | -11.7 | % |  | - |  |  | - |  |  | 30,912 |  |  | 32,701 |  |  | -5.5 | %
BloomNet services | - |  |  | - |  |  | - | % |  | 12,149 |  |  | 12,963 |  |  | -6.3 | % |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 12,149 |  |  | 12,963 |  |  | -6.3 | %
Corporate | - |  |  | - |  |  | - | % |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | 68 |  |  | 89 |  |  | 68 |  |  | 89 |  |  | -23.6 | %
Eliminations | - |  |  | - |  |  | - | % |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | (207) |  |  | (257) |  |  | (207) |  |  | (257) |  |  | 19.5 | %
Total other revenues | $ | 1,344 |  |  | $ | 1,636 |  |  | -17.8 | % |  | $ | 23,125 |  |  | $ | 23,075 |  |  | 0.2 | % |  | $ | 21,856 |  |  | $ | 24,373 |  |  | -10.3 | % |  | $ | (139) |  |  | $ | (168) |  |  | $ | 46,186 |  |  | $ | 48,916 |  |  | -5.6 | %

Revenue by sales channel:
E-commerce revenues (combined online and telephonic) decreased 12.5% during the three months ended September 28, 2025, compared to the same period of the prior year, primarily due to the decline in demand across our segments.
During the three months ended September 28, 2025, the Company fulfilled approximately 2.1 million orders through its e-commerce sales channel (online and telephonic sales), a decrease of 14.4% compared to the same period of the prior year. During the three months ended September 28, 2025, the average order value was $79.98, an increase of 2.2% compared to the same period in 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 months ended September 28, 2025 decreased 5.6% compared to the same period of the prior year, primarily due to lower wholesale volumes within the Gourmet Foods & Gift Baskets segment, which were largely due to a shift in the timing of shipments from the first quarter a year ago to the second quarter of this fiscal year.
Revenue by segment:
Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization Mall®, Things Remembered® and Alice’s Table® brands, derives revenue from the sale of consumer floral products and gifts through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise operations.
Net revenues decreased 14.6% during the three months ended September 28, 2025, compared to the same period of the prior year, due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth.
During the three months ended September 28, 2025, Consumer Floral & Gifts orders through the Company's e-commerce sales channel (online and telephonic sales) decreased 17.1% compared to the same period of the prior year. In addition, during the three months ended September 28, 2025, the average order value increased 3.0% compared to the same period of the prior year.
BloomNet® - revenues in this segment are derived from membership fees, as well as other product and service offerings.
Net revenues increased 0.2% during the three months ended September 28, 2025 compared to the same period of the prior year. Revenue increased for the three months ended September 28, 2025 compared to the same prior year period primarily due to a slight increase in wholesale orders related to timing, partially offset by lower florist-to-florist revenue associated with a decline in order volume processed through the network and lower directory revenues.
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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 8.6% durin g the three months ended September 28, 2025, compared to the same period 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, and lower wholesale volumes largely due to a shift in the timing of shipments from the first quarter a year ago to the second quarter of this fiscal year.
During the three months ended September 28, 2025, Gourmet Foods & Gift Baskets orders through its e-commerce sales channel (online and telephonic sales) decreased 8.4% compared to the same period of the prior year. In addition, the average order value for the three months ended September 28, 2025 increased 0.6% compared to the same period of the prior year.
Gross profit

|  |  | Three Months Ended
|  |  |  |  |  |  | September 28, 2025 |  | September 29, 2024 |  | % Change
|  |  |  |  |  | (dollars in thousands)
Gross profit |  |  |  |  |  |  | $ | 76,762 |  |  | $ | 92,319 |  |  | -16.9 | %
Gross profit % |  |  |  |  |  |  | 35.7 | % |  | 38.1 | % |  |

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 16.9% during the three months ended September 28, 2025 compared to the same period of the prior year, primarily due to lower revenues as noted above.
During the three months ended September 28, 2025, the gross profit percentage decreased 240 basis points, compared to the same period of the prior year. The gross profit percentage declines were across all segments.
Consumer Floral & Gifts segment - Gross profit decreased by 18.9% during the three months ended September 28, 2025 compared to the same period of the prior year, due to the impact of the lower revenues noted above, as well as unfavorable gross profit percentage primarily attributable to deleveraging on the sales decline and increased tariffs, commodity, and shipping costs.
BloomNet® segment - Gross profit decreased by 4.3% during the three months ended September 28, 2025, compared to the same period of the prior year due to the impact of the lower revenues noted above, as well as unfavorable gross profit percentage primarily due to higher florist fulfillment costs and a less favorable mix between wholesale and service revenue.
Gourmet Foods & Gift Baskets segment - Gross profit decreased by 18.2% during the three months ended September 28, 2025, compared to the same period of the prior year, 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 tariffs, commodity, and shipping costs.
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Marketing and sales expense

|  |  | Three Months Ended
|  |  |  |  |  |  | September 28, 2025 |  | September 29, 2024 |  | % Change
|  |  |  |  |  | (dollars in thousands)
Marketing and sales |  |  |  |  |  |  | $ | 69,105 |  |  | $ | 82,097 |  |  | -15.8 | %
Percentage of net revenues |  |  |  |  |  |  | 32.1 | % |  | 33.9 | % |  |

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 15.8% during the three months ended September 28, 2025 compared to the same period of the prior year and also decreased as a percentage of revenues, primarily due to a focus on marketing effectiveness and profitability, as well as lower labor costs.
Technology and development expense

|  |  | Three Months Ended
|  |  |  |  |  |  | September 28, 2025 |  | September 29, 2024 |  | % Change
|  |  |  |  |  | (dollars in thousands)
Technology and development |  |  |  |  |  |  | $ | 14,150 |  |  | $ | 15,639 |  |  | -9.5 | %
Percentage of net revenues |  |  |  |  |  |  | 6.6 | % |  | 6.5 | % |  |

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 9.5% during the three months ended September 28, 2025, compared to the same period of the prior year, primarily due to lower labor costs, as well as the prior year period including costs related to a new customer service platform and order management system.
General and administrative expense

|  |  | Three Months Ended
|  |  |  |  |  |  | September 28, 2025 |  | September 29, 2024 |  | % Change
|  |  |  |  |  | (dollars in thousands)
General and administrative |  |  |  |  |  |  | $ | 31,118 |  |  | $ | 28,526 |  |  | 9.1 | %
Percentage of net revenues |  |  |  |  |  |  | 14.5 | % |  | 11.8 | % |  |

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.
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General and administrative expenses increased 9.1% during the three months ended September 28, 2025 compared to the same period of the prior year, primarily due to higher professional fees, insurance costs, and changes in the value of the Company's NQDC Plan investments (offset in Other expense (income), net below).
Depreciation and amortization expense

|  |  | Three Months Ended
|  |  |  |  |  |  | September 28, 2025 |  | September 29, 2024 |  | % Change
|  |  |  |  |  | (dollars in thousands)
Depreciation and amortization |  |  |  |  |  |  | $ | 12,902 |  |  | $ | 13,038 |  |  | -1.0 | %
Percentage of net revenues |  |  |  |  |  |  | 6.0 | % |  | 5.4 | % |  |

Depreciation and amortization expense during the three months ended September 28, 2025 was in line with the prior year period.
Interest income

|  |  | Three Months Ended
|  |  |  |  |  |  | September 28, 2025 |  | September 29, 2024 |  | % Change
|  |  |  |  |  | (dollars in thousands)
Interest income |  |  |  |  |  |  | $ | (311) |  |  | $ | (660) |  |  | -52.9 | %

Interest income consists of income earned on the Company’s available cash balances.
Interest income decreased 52.9% during the three months ended September 28, 2025, due to a decline in interest earned on lower available cash balances.
Interest expense

|  |  | Three Months Ended
|  |  |  |  |  |  | September 28, 2025 |  | September 29, 2024 |  | % Change
|  |  |  |  |  | (dollars in thousands)
Interest expense |  |  |  |  |  |  | $ | 4,621 |  |  | $ | 4,020 |  |  | 15.0 | %

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, Item 1 for details).
Interest expense increased 15.0% compared to the prior year, during the three months ended September 28, 2025, due to an increase in borrowings and interest rates.
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Other expense (income), net

|  |  | Three Months Ended
|  |  |  |  |  |  | September 28, 2025 |  | September 29, 2024 |  | % Change
|  |  |  |  |  | (dollars in thousands)
Other expense (income), net |  |  |  |  |  |  | $ | (2,347) |  |  | $ | (1,767) |  |  | 32.8 | %

Other expense (income), net consists primarily of investment losses (gains) on the Company’s NQDC Plan investments (for which the offsetting expense was recorded in the general and administration expense above).
Income Taxes
The Company recorded an income tax expense of $0.5 million during the three months ended September 28, 2025, compared to an income tax benefit of $14.4 million during the three months ended September 29, 2024. The Company’s effective tax rate for the three months ended September 28, 2025 was (0.9)%, compared to 29.6% in the same respective period of the prior year. The Company’s effective tax rate for the three months ended September 28, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to the change in valuation allowance, state income taxes and interest on uncertain tax positions. The Company’s effective tax rate for the three months ended September 29, 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state income taxes and non-deductible executive compensation including 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 September 28, 2025, the Company had working capital of $11.7 million, including cash and cash equivalents of $7.7 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.
As of September 28, 2025, the Company had $110.0 million outstanding under its revolving credit agreement in order to fund pre-holiday manufacturing and inventory procurement requirements. Working capital borrowings typically peak in November, after which time cash generated from operations during the Christmas holiday shopping season is expected to enable the Company to repay such borrowings.
While we believe that our sources of funding will be sufficient to meet our anticipated operating cash needs for at least the next twelve months, any projections of future cash needs and cash flows are subject to 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 used in operating activities of $139.0 million, for the three months ended September 28, 2025, was primarily attributable to the seasonal changes in net working capital, including increases in inventory, trade receivables, and prepaid and other assets, as well as the Company’s net loss during the period adjusted for depreciation and amortization and stock-based compensation.
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Net cash used in investing activities of $6.7 million, for the three months ended September 28, 2025, was primarily attributable to capital expenditures related to the Company's technology initiatives.
Net cash provided by financing activities of $106.9 million, for the three months ended September 28, 2025, related primarily to net proceeds from the bank borrowings under the Company's working capital line of credit.
Free Cash Flow
Free cash flow was negative $145.6 million for the three months ended September 28, 2025, compared with free cash flow of negative $189.3 million for the three months ended September 29, 2024. The improvement of $43.7 million was primarily due to improved working capital management, coupled with favorable timing. Refer to "Definitions of non-GAAP Financial Measures" for reconciliation of non-GAAP results to applicable GAAP results.
Stock Repurchase Program
See Item 2 in Part II below for details.
Contractual Obligations
At September 28, 2025, 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 | $ | 86,446 |  |  | $ | 14,190 |  |  | $ | 6,125 |  |  | $ | 3,863 |  |  | $ | 88 |  |  | $ | — |  |  | $ | 110,712 |

Critical Accounting Estimates
As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 202 5, 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.
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.
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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, 202 5 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
The Company is exposed to market risk from the effect of interest rate changes.
Interest Rate Risk
The Company is exposed to market risk from the effect of interest rate changes, which relates primarily to the Company’s investment of available cash balances and its long-term debt. The Company generally invests its cash and cash equivalents in investment grade corporate and U.S. government securities. Borrowings under the Company’s credit facilities bear interest at a variable rate, plus an applicable margin, and therefore expose the Company to market risk for changes in interest rates. The effect of a 50 basis point increase in current interest rates on the Company’s interest expense would have been approximately $0.3 million during the three months ended September 28, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of September 28, 2025. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and procedures were effective as of September 28, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the Company’s evaluation required by Rules 13a-15(d) or 15d-15(d) of the Securities Exchange Act of 1934 during the quarter ended September 28, 2025, 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, 202 5.
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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 September 28, 2025, $11.3 million remained authorized under the plan.
The following table sets forth, for the months indicated, the Company’s purchase of common stock during the three months ended September 28, 2025:

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)
6/30/25 - 7/27/25 | - |  | $ | - |  |  | - |  | $ | 11,396 |
7/28/25 - 8/24/25 | - |  | $ | - |  |  | - |  | $ | 11,396 |
8/25/25 - 9/28/25 | 25,880 |  | $ | 4.98 |  |  | 25,880 |  | $ | 11,268 |
Total | 25,880 |  | $ | 4.98 |  |  | 25,880 |  |

(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 September 28, 2025, none of the directors or executive officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-rule 10b5-1 trading arrangement", as defined in Item 408 of Regulation S-K.
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ITEM 6. EXHIBITS

31.1 | Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2 | Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1 | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS | Inline XBRL Instance Document
101.SCH | Inline XBRL Taxonomy Extension Schema Document
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB | Inline XBRL Taxonomy Extension Label Document
101.PRE | Inline XBRL Taxonomy Definition Presentation Document
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.
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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: October 30, 2025 | By: /s/ Adolfo Villagomez Adolfo Villagomez Chief Executive Officer (Principal Executive Officer)
Date: October 30, 2025 | /s/ James M. Langrock James M. Langrock Senior Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)

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