1 800 FLOWERS COM INC
For the period ended Sep 28, 2025. Filed Oct 30, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 28, 2025 · Filed Oct 30, 2025
FLWS$2.58-1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-30; filed 2025-05-09.
0001084869-25-000007
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-28; filed 2025-10-30.
0001084869-25-000035
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 141 previous paragraphs and 121 current paragraphs.
65 unchanged; 37 reworded; 18 added; 38 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 17 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
Fiscal 2026
Current report
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.
Current report
The Company's strategic priorities are focused on positioning the organization for long-term growth. These priorities include:
Current report
•driving cost savings and organizational efficiency,
Current report
•building a customer-centric and data-driven organization,
Current report
•broadening our reach beyond our e-commerce sites into new channels, and
Current report
•strengthening our team through enhanced talent and accountability.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Net revenues within this segment decreased 8.6% during thethree 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.
Current report
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.
Current report
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.
Current report
Interest income
Current report
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.
Current report
Interest expense
Current report
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.
Removed paragraphs (38)
Previous report
Macro-economic Conditions
Previous report
Overall, broader macro-economic conditions continue to impact our consumers. We have seen consumer confidence and sentiment decline in response to various uncertainties, including potential tariff impacts on inflation, a softening labor market, and shifting economic policies. Throughout the first nine months of fiscal 2025, we have seen sales challenged by a reduction in everyday or just-because gift giving and although customers are more inclined to shop during the holidays, they are shopping later in the season. Total consolidated revenues decreased 12.6% to $331.5 million and 8.3% to $1,349.0 million during the three and nine months ended March 30, 2025 respectively, compared with total consolidated revenues of $379.4 million and $1,470.5 million in the same prior year periods.
Previous report
The Company’s exposure to increased tariffs is difficult to identify with certainty as the breadth, extent and level of tariffs remains uncertain. Besides the impact on customer buying habits, which affect revenues, the tariffs as currently in effect primarily impact the Company’s cost of revenues, particularly with respect to products that the Company sources from China. We currently estimate our tariff exposure to be approximately $55.0 million with the most significant impact on our personalization and wholesale businesses. To manage the impact of tariffs on our costs, we are continuing to consider sourcing opportunities outside China, working with existing vendors on concessions, changing componentry, and modifying our assortment. A last measure would be to pass through some amount of the tariff cost in pricing.
Previous report
Goodwill and Intangible Impairment
Previous report
During the quarter ended March 30, 2025, the Company evaluated whether events or circumstances had changed such that it was more likely than not that the fair value of its goodwill, intangible and other long-lived assets were less than their carrying amounts. After consideration of current operating results, changes in macro-economic conditions, and a decline in the Company’s market capitalization, the Company concluded that a triggering event had occurred for its Consumer Floral & Gifts reporting unit. As such, the Company performed an impairment test of the reporting unit’s goodwill, intangibles and long-lived assets as of March 30, 2025, and recorded a non-cash goodwill and intangible impairment charge of$138.2 million, comprised of $113.4 million related to goodwilland$24.8 million attributable to the PersonalizationMall tradename (indefinite-lived intangible asset). The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.
Previous report
In the prior fiscal year, during the quarter ended December 31, 2023, as a result of a decline in the actual and projected revenue for the Company’s PersonalizationMall tradename, as well as a higher discount rate resulting from the higher interest rate environment, the Company determined that an impairment assessment was required for this tradename. This assessment resulted in the Company recording a non-cash impairment charge of $19.8 million to reduce the recorded carrying value of the PersonalizationMall tradename. See Note 6 – Goodwill and other intangibles, net in Item 1 for further information.
Previous report
Acquisition of Scharffen Berger
Previous report
On July 1, 2024, the Company completed its acquisition of certain assets of Scharffen Berger, a chocolate manufacturing company, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets Segment. The Company used cash on its consolidated balance sheet to fund the approximately $3.3 million purchase – See Note 3 – Acquisitions in Item 1.
Previous report
Acquisition of Card Isle
Previous report
On April 3, 2024, the Company completed its acquisition of certain assets of Card Isle, an e-commerce greeting card company, expanding the Company’s presence in the greeting card category across all brands. The Company used cash on its consolidated balance sheet to fund the $3.6 million purchase – See Note 3 – Acquisitions in Item 1.
Previous report
Celebrations Wave
Previous report
On May 8, 2025, the Company announced Celebrations Wave, a comprehensive evolution of the Company that begins with transforming the customer journey into a sentiment-led experience. Celebrations Wave strives to advance the Company’s vision of becoming the premier relationship destination for heartfelt expressions, with a business model that aligns with future technological advancements and consumer purchasing preferences. This strategic plan seeks to increase revenues of both every day and holiday occasions, optimize operations, lower costs, and accelerate the pace of change, leading to higher profitability and cash flows over time, positioning the Company for sustainable and profitable growth. As part of this initiative, we are implementing cost savings reductions, which may result in restructuring and other charges totaling between $10.0 million and $15.0 million, before taxes, mainly consisting of employee-related costs, asset write-offs and other costs to implement these initiatives of which approximately $0.7 million was incurred during the quarter ended March 30, 2025, with the remainder expected to be incurred in the next twelve months.
Previous report
Company Guidance
Previous report
Given the rapidly evolving macroeconomic landscape and the uncertainties that continue to shape the near-term outlook, the Company has made the decision to withdraw its near-term guidance. This decision reflects the unpredictable external factors affecting the current macro environment and the management team’s focus on executing a transformational strategy that positions the Company for long-term success.
Previous report
Net revenues decreased 12.6% and 8.3% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year, due to lower e-commerce order volume across the Company, reflecting a continuation of the trends that the Company had experienced throughout the prior fiscal year as consumer discretionary income remains pressured and consumers continue to moderate their spending. In addition, the Company experienced a highly promotional consumer environment for Valentine's Day.
Previous report
The Company acquired Scharffen Berger and Card Isle on July 1, 2024 and April 3, 2024, respectively. Revenues related to these acquisitions were not significant during the three and nine months ended March 30, 2025.
Previous report
Other revenues during the three months ended March 30, 2025 increased 1.4% compared to the same period of the prior year, primarily due to higher wholesale volumes within the BloomNet segment. Other revenues during the nine months ended March 30, 2025 increased 2.7% compared to the same period of the prior year, due to higher wholesale volumes within the Gourmet Foods & Gift Baskets segment due to increased orders from big box retailers, which was partially offset by lower BloomNet revenues due to lower order volume through the network, including our 1-800-Flowers® brand.
Previous report
Net revenues within this segment decreased 11.4% and 8.5% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year, due to continued macro-economic pressure and a highly promotional consumer environment.
Previous report
Net revenues within this segment decreased 18.2% and 7.7% during thethree and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year, as a result of lower e-commerce revenues due to lower demand, partially offset by increased wholesale volume as big box retailers increased orders in the current year. In addition, the implementation of a new order management system for our Harry & David brand negatively impacted sales in the first nine months of fiscal 2025.
Previous report
BloomNet® segment - Gross profit increased by 8.0% and decreased 8.4% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year. Gross profit increased for the three months ended March 30, 2025, compared to the prior year period, due to the aforementioned revenue increase and improved gross profit percentage driven by lower florist rebates. Gross profit decreased for the nine months ended March 30, 2025, compared to the prior year period, due to the impact of lower revenues noted above, offset in part by improved gross profit percentage driven by lower florist rebates related to lower florist-to-florist volume.
Previous report
Marketing and sales expenses were essentially in-line with the prior year, during the three and nine months ended March 30, 2025. Marketing and sales expenses as a percentage of revenues increased over the prior year due to increased advertising costs needed to support sales due to a competitive environment.
Previous report
Goodwill and intangible impairment
Previous report
During the quarter ended March 30, 2025, the Company recorded a non-cash goodwill and intangible impairment charge of $138.2 million, comprised of $113.4 million related to goodwill for its Consumer and Floral & Gifts segment and $24.8 million attributable to the PersonalizationMall tradename.
Previous report
In fiscal 2024, based on the impairment assessment performed for the quarter ended December 31, 2023, the Company had recorded a non-cash impairment charge of $19.8 million to reduce the recorded carrying value of the PersonalizationMall tradename to its estimated fair value at that time.
Previous report
See Note 6 – Goodwill and other intangibles, net in Item 1 for further information.
Previous report
Interest expense, net
Previous report
Interest expense, net was higher compared to the prior year, during the three and nine months ended March 30, 2025, driven by higher interest rates, partially offset by a lower outstanding Term Loan balance.
Previous report
Goodwill & Intangible Assets Assessment and Impairment
Previous report
Interim Impairment Evaluation
Previous report
During the quarter ended March 30, 2025, the Company evaluated whether events or circumstances had changed such that it was more likely than not that the fair value of its goodwill, intangible and other long-lived assets were less than their carrying amounts. After consideration of current operating results, changes in macro-economic conditions, and a decline in the Company’s market capitalization, the Company concluded that a triggering event had occurred for its Consumer Floral & Gifts reporting unit. As such, the Company performed an impairment test of the reporting unit’s goodwill, intangibles and long-lived assets as of March 30, 2025.
Previous report
Impairment Assessments – Goodwill and Intangibles
Previous report
The Company performed its goodwill impairment test by comparing the fair value of its Consumer Floral and Gifts reporting unit to its respective carrying value. The Company estimated the fair value of the Consumer Floral and Gifts reporting unit using an equal weighting of the income and market approaches, and a discount rate of 14.5%. The Company used industry accepted valuation models and set criteria that were reviewed and approved by various levels of management. Under the income approach, the Company used a discounted cash flow methodology that required management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others. For the market approach, the Company used the guideline public company method. Under this method, the Company utilized information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that were applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values. The Company also reconciled the aggregate fair values of its reporting units to its current market capitalization.
Previous report
The Company’s impairment test for indefinite-lived intangible assets encompassed calculating a fair value of the indefinite-lived intangible asset and comparing that result to its carrying value. To determine fair value of indefinite-lived intangible assets, the Company used an income approach, the relief-from-royalty method. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. Indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.
Previous report
The Company’s impairment test for definite-lived and other long-lived assets was performed through a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of the asset or asset group to its carrying value.
Previous report
Based on the impairment assessment performed for the period ended March 30, 2025, the Company recorded a non-cash goodwill and intangible impairment charge of $138.2 million, comprised of $113.4 million attributable to goodwill and $24.8 million attributable to the PersonalizationMall tradename within the same reporting unit. The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.
Previous report
Income Taxes
Previous report
Realizability of Deferred Tax Assets
Previous report
During the quarter ended March 30, 2025, in assessing the realizability of deferred tax assets in accordance with ASC 740, management considered both positive and negative evidence. As of the reporting date, the Company was in a three-year cumulative loss position, which is considered significant negative evidence under the accounting standards. The Company has not developed any tax planning strategies that would provide an additional source of taxable income, and the goodwill and intangible impairment charge that was recorded during the quarter ended March 30, 2025 reduced the previously available deferred tax liabilities that had been relied upon to support the realization of deferred tax assets. As a result, the Company concluded that it was not more likely than not that a portion of its deferred tax assets will be realized and included a $24.9 million valuation allowance in its projected annual effective tax rate. In addition, the Company placed a specific valuation allowance of $3.4 million on its charitable contribution carryforward as a discrete item in the third quarter of fiscal 2025. As of March 30, 2025, the Company had valuation allowances of approximately $26.7 million, of which $20.5 million was recorded during the three months ended March 30, 2025, primarily related to net operating losses, charitable contributions, and deferred tax assets that are not more likely than not realizable. The Company will continue to monitor all relevant factors in evaluating the need for a valuation allowance and will reassess its position in future reporting periods as facts and circumstances evolve.
Reworded paragraphs (37)
Previous wording
1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the “Company”) is a leading provider of gifts designed to help inspire customers to share more, connect more, and build more and better relationships. The Company’s e-commerce business platform features our all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s Cookies®, Harry & David®, Personalization Mall.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 fully digital on demand floral, culinary and other experiences to guests across the country; and Card Isle®, an e-commerce greeting card service.
Current wording
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.
Previous wording
The following table presents EBITDA and Adjusted EBITDA for the three and nine months ended March 30, 2025 and March 31, 2024, respectively.
Current wording
The following table presents EBITDA and Adjusted EBITDA:
Previous wording
The following table presents the adjusted net income (loss) and adjusted net income (loss) per common share for the three and nine months ended March 30, 2025 and March 31, 2024, respectively.
Current wording
The following table presents the adjusted net loss and adjusted net loss per common share:
Previous wording
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 this measure by looking at other GAAP measures, such as operating income (loss) and net income (loss).
Current wording
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).
Previous wording
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, for the three and nine months ended March 30, 2025 and March 31, 2024, respectively.
Current wording
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:
Previous wording
(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 Customer Service Center functions, stock-based compensation, as well as changes in the fair value of the Company's NQDC Plan. In order to leverage the Company’s infrastructure, these functions are operated under a centralized management platform, providing support services throughout the organization. The costs of these functions, other than those of the Customer Service Center, which are allocated directly to the above categories based upon usage, are included within corporate expenses as they are not directly allocable to a specific segment.
Current wording
(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.
Previous wording
(c) See reconciliation of the Company's net income (loss) to Adjusted EBITDA (non-GAAP) above.
Current wording
(c) See reconciliation of the Company's net loss to Adjusted EBITDA (non-GAAP) above.
Previous wording
The following table reconciles net cash provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure for the nine months ended March 30, 2025 and March 31, 2024, respectively.
Current wording
The following table reconciles net cash (used in) provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure:
Previous wording
Net revenues consist primarily of the selling price of the merchandise, service or outbound shipping charges, less discounts, returns and credits.
Current wording
Net revenues consist primarily of the selling price of the merchandise, service and outbound shipping charges, less discounts, returns and credits.
Previous wording
E-commerce revenues (combined online and telephonic) decreased 14.2% and 9.8% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year, primarily due to the decline in demand across our segments.
Current wording
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.
Previous wording
During the three and nine months ended March 30, 2025, the Company fulfilled approximately 3.7 million and 13.4 million orders through its e-commerce sales channel (online and telephonic sales), a decrease of 14.2% and 8.9%, respectively, compared to the same periods of the prior year. During the three and nine months ended March 30, 2025, the average order value was $79.38 and $86.47, relatively flat and a decrease of 0.9%, respectively, compared to the same periods in the prior year.
Current wording
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.
Previous wording
During the three and nine months ended March 30, 2025, Consumer Floral & Gifts orders through its e-commerce sales channel (online and telephonic sales) decreased 12.0% and 7.9%, respectively, compared to the same periods of the prior year. In addition, during the three and nine months ended March 30, 2025, the average order value increased 0.9% and decreased 0.6%, respectively, compared to the same periods of the prior year.
Current wording
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.
Previous wording
BloomNet- revenues in this segment are derived from membership fees, as well as product and service offerings.
Current wording
BloomNet® - revenues in this segment are derived from membership fees, as well as other product and service offerings.
Previous wording
Net revenues increased 4.5% and decreased 10.7% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year. Revenue increased for the three months ended March 30, 2025 compared to the prior year period primarily due to an increase in wholesale revenues. The decrease in revenue for the nine months ended March 30, 2025, compared to the prior year was primarily due to lower service revenues, which was attributable to a decline in order volume processed through the network.
Current wording
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.
Previous wording
Gourmet Foods & Gift Baskets - this segment includes the operations of Harry & David®, Wolferman’s®, 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.
Current wording
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.
Previous wording
During the three and nine months ended March 30, 2025, Gourmet Foods & Gift Baskets orders through its e-commerce sales channel (online and telephonic sales) decreased 18.1% and 10.1%, respectively, compared to the same periods of the prior year. In addition, the average order value for the three and nine months ended March 30, 2025 decreased 2.0% and 1.0%, respectively, compared to the same periods of the prior year, as a result of product mix trending towards lower price point items and a highly promotional consumer environment.
Current wording
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.
Previous wording
Gross profit decreased 24.3% and 10.6% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year, due to lower revenues as noted above.
Current wording
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.
Previous wording
During the three and nine months ended March 30, 2025, the gross profit percentage decreased 490 basis points and 110 basis points, respectively, compared to the same periods of the prior year. The gross profit percentage declines were primarily within Consumer Floral and Gifts and the Gourmet Foods and Gift Baskets segments, partially offset by an increase in the Company's BloomNet segment.
Current wording
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.
Previous wording
Consumer Floral & Gifts segment- Gross profit decreased by 17.2% and 11.2% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year, due to the impact of the lower revenues noted above, as well as the unfavorable gross profit percentage primarily attributable to higher cost of merchandise.
Current wording
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.
Previous wording
Gourmet Foods & Gift Baskets segment- Gross profit decreased by 38.6% and 8.2% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year, due to the decrease in revenue noted above, as well as decreased gross profit percentage attributable to higher cost of merchandise and incremental costs associated with the implementation of a new order management system for the Harry & David brand.
Current wording
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.
Previous wording
Technology and development expense decreased by 3.7% and increased 2.0% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year. The decrease for the three months ended March 30, 2025 as compared to the prior year period is related to a decline in maintenance and support for the Company's technology platform enhancements. The increase for the nine months ended March 30, 2025 as compared to the prior year period is due to higher development and consulting costs for the Company's technology platform enhancements, including incremental costs relating to the implementation of a new customer service platform and order management system.
Current wording
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.
Previous wording
General and administrative expenses decreased 20.6% and 7.2% during the three and nine months ended March 30, 2025, respectively, compared to the same periods of the prior year, primarily due to lower labor costs and changes in the value of the Company’s NQDC Plan investments (offset in Other expense (income), net below), partially offset by higher insurance costs and professional fees.
Current wording
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).
Previous wording
Depreciation and amortization expense was essentially in-line with the prior year during the three and nine months ended March 30, 2025.
Current wording
Depreciation and amortization expense during the three months ended September 28, 2025 was in line with the prior year period.
Previous wording
Interest expense, net consists primarily of interest expense and amortization of deferred financing costs attributable to the Company’s credit facility (See Note 10 – Long-term debt, net in Item 1 for details), net of income earned on the Company’s available cash balances.
Current wording
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).
Previous wording
The Company recorded an income tax benefit of $18.5 million and $9.4 million during the three and nine months ended March 30, 2025, respectively, compared to an income tax benefit of $8.3 million and income tax expense of $7.8 million during the three and nine months ended March 31, 2024, respectively. The Company’s effective tax rate for the three and nine months ended March 30, 2025 was 9.4% and 5.9%, respectively, compared to 33.0% and 34.7% in the same respective periods of the prior year. The Company’s effective tax rate for the three and nine months ended March 30, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to establishing a valuation allowance on certain federal and state deferred tax assets (including charitable contribution carryforwards) and the permanent portion of goodwill impairment charges. The Company’s effective tax rate for the three and nine months ended March 30, 2025 was also impacted by state income taxes and tax deficiencies (shortfalls) from stock-based compensation, partially offset by tax credits. The Company’s effective tax rate for the three and nine months ended March 31, 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to impairment charges reducing the amount of income reflected in the Company’s estimated annual effective tax rate. Further impacting the Company's effective tax rate for the three and nine months ended March 31, 2024 were tax deficiencies (shortfalls) from stock-based compensation, state income taxes and non-deductible executive compensation, partially offset by tax credits.
Current wording
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.
Previous wording
The Company's principal sources of liquidity are cash on hand, cash flows generated from operations, and borrowings available under the Company’s credit agreement (see Note 10 – Long-term debt, net in Item 1 for details). At March 30, 2025, the Company had working capital of $108.1 million, including cash and cash equivalents of $84.7 million, compared to working capital of $157.9 million, including cash and cash equivalents of $159.4 million, at June 30, 2024.
Current wording
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.
Previous wording
During the first two quarters of fiscal 2025, the Company borrowed under its revolving credit facility in order to fund pre-holiday manufacturing and inventory procurement requirements, with borrowings peaking at $110.0 million in November 2024. Cash generated from operations during the Christmas holiday shopping season enabled the Company to repay the borrowings under its revolving credit facility in December 2024. Based on current projected cash flows, the Company believes that the available cash balances will be sufficient to provide for the Company's operating needs through the remainder of fiscal 2025, at which time the Company would again expect to borrow against its revolving credit facility to fund pre-holiday manufacturing and inventory purchases. The Company had no amounts outstanding under the Revolver as of March 30, 2025. In addition, during the second quarter of fiscal 2025, the Company made a payment of $27.5 million on its Term Loan, which includes a $25.0 million prepayment.
Current wording
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.
Previous wording
Net cash provided by operating activities of $0.7 million, for the nine months ended March 30, 2025, was primarily attributable to the Company’s net loss during the period adjusted for non-cash charges for goodwill and intangible impairment, depreciation and amortization, stock-based compensation, and deferred income taxes, offset by uses of cash for working capital purposes, comprised of decreases in accounts payable and accrued expenses and increases in trade receivables, offset by decreases in inventory.
Current wording
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.
Previous wording
Net cash used in investing activitiesof$35.4 million, for the nine months ended March 30, 2025, was attributable to capital expenditures primarily related to the Company's technology and automation initiatives, and the acquisition of Scharffen Berger as noted above.
Current wording
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.
Previous wording
Net cash used in financing activities of $40.0 million, for the nine months ended March 30, 2025, related primarily to net repayment of bank borrowings under the Company's working capital line of credit, as well as payments of $30.0 million on the Company's Term Loan, which included a $25.0 million prepayment, and the repurchase of common stock of $9.9 million.
Current wording
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.
Previous wording
Free cash flow was negative $31.7 million for the nine months ended March 30, 2025, compared with free cash flow of positive $73.6 million for the nine months ended March 31, 2024. The decrease of $105.3 million was primarily driven by a decrease in cash flows from operations, which in turn was primarily driven by lower net income, adjusted for non-cash items, as well as timing of changes in working capital. Refer to "Definitions of non-GAAP Financial Measures" for reconciliation of non-GAAP results to applicable GAAP results.
Current wording
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.
Previous wording
•Operating lease obligations - payments due under the Company’s operating leases (see Note 8 – Leases in Item 1 for details and payments due by period for the long-term operating leases).
Current wording
•Operating lease obligations - payments due under the Company’s long-term operating leases (see Note 8 – Leases in Item 1 for details).
Previous wording
As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, 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, other intangible assets and income taxes. There have been no significant changes to the assumptions and estimates related to the Company’s critical accounting policies since June 30, 2024, except as noted below:
Current wording
As disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2025, the discussion and analysis of the Company’s financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances, and management evaluates its estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. The Company’s most critical accounting policies relate to goodwill and other intangible assets. There have been no significant changes to the assumptions and estimates related to the Company’s critical accounting policies since June 29, 2025.
Previous wording
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 beliefs concerning future events and can generally be identified by the use of statements that include words such as “estimate,” “expects,” “project,” “believe,” “anticipate,” “intend,” “plan,” “foresee,” “forecast,” “likely,” “will,” "should," “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:
Current wording
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:
Previous wording
◦to leverage its operating platform and reduce operating expenses;
Current wording
•to leverage its operating platform and reduce its operating expense ratio;
Previous wording
◦to cost effectively acquire and retain customers;
Current wording
•to cost effectively acquire and retain customers and drive purchase frequency;
Previous wording
◦to successfully execute its strategic initiatives; and
Current wording
•to successfully execute its strategic priorities; and
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Interest income consists of income earned on the Company’s available cash balances.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Refer to "Definitions of non-GAAP Financial Measures" for reconciliation of non-GAAP results to applicable GAAP results.