1 800 FLOWERS COM INC
For the period ended Dec 28, 2025. Filed Jan 29, 2026.
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.
Dec 28, 2025 · Filed Jan 29, 2026
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 2025-09-28; filed 2025-10-30.
0001084869-25-000035
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-28; filed 2026-01-29.
0001084869-26-000007
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 121 previous paragraphs and 121 current paragraphs.
84 unchanged; 31 reworded; 6 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 17 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 (6)
Current report
Net revenues decreased 9.5% and 9.8% during the three and six months ended December 28, 2025, respectively, mainly due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth, offset in part by increased wholesale volume.
Current report
Other revenues during the three and six months ended December 28, 2025 increased 8.5% and 3.8%, respectively, compared to the same periods of the prior year, primarily due to higher wholesale volume within the Gourmet Foods & Gift Baskets segment due to increased orders from big box retailers.
Current report
Net revenues decreased 22.7% and 19.7% during the three and six months ended December 28, 2025, respectively, compared to the same periods of the prior year due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth.
Current report
Net revenues decreased 3.1% and 1.4% during the three and six months ended December 28, 2025, respectively, compared to the same periods of the prior year. The revenue decrease was primarily due to lower membership and transaction revenues primarily from lower network order volumes and lower directory revenue.
Current report
Depreciation and amortization expenses decreased 4.0% and 2.6% during the three and six months ended December 28, 2025, respectively, due to timing of certain assets becoming fully depreciated.
Current report
Other income, net
Removed paragraphs (6)
Previous 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.
Previous 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.
Previous 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.
Previous report
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 report
Depreciation and amortization expense during the three months ended September 28, 2025 was in line with the prior year period.
Previous report
Other expense (income), net
Reworded paragraphs (31)
Previous 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.
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; and DesignPac®, a manufacturer of gift baskets and towers; and Card Isle®, an e-commerce greeting card service.
Previous wording
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.
Current wording
The Company presents EBITDA and Adjusted EBITDA because it considers such information meaningful supplemental measures of its performance and believes such information is frequently used by the investment community in the evaluation of similarly situated companies. The Company uses EBITDA and Adjusted EBITDA as factors to determine the total amount of incentive compensation available to be awarded to executive officers and other employees. The Company's credit agreement uses EBITDA and Adjusted EBITDA-related items to determine its interest rate and to measure compliance with certain covenants. EBITDA and Adjusted EBITDA are also used by the Company to evaluate and price potential acquisition candidates.
Previous wording
The following table presents the adjusted net loss and adjusted net loss per common share:
Current wording
The following table presents the adjusted net income and adjusted net income per common share:
Previous wording
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.
Current wording
We define segment contribution margin as earnings before interest, taxes, depreciation and amortization, before the allocation of corporate overhead expenses. Adjusted segment contribution margin is defined as segment contribution margin adjusted for certain items affecting period-to-period comparability. When viewed together with our GAAP results, we believe segment contribution margin and adjusted segment contribution margin provide management and users of the financial statements meaningful information about the performance of our business segments.
Previous wording
(c) See reconciliation of the Company's net loss to Adjusted EBITDA (non-GAAP) above.
Current wording
(c) See reconciliation of the Company's net income to Adjusted EBITDA (non-GAAP) above.
Previous wording
The following table reconciles net cash (used in) provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure:
Current wording
The following table reconciles net cash provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure:
Previous 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.
Current wording
E-commerce revenues (combined online and telephonic) decreased 12.1% and 12.2% during the three and six months ended December 28, 2025, respectively, compared to the same periods of the prior year, primarily due to the decline in demand across our segments.
Previous 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.
Current wording
During the three and six months ended December 28, 2025, the Company fulfilled approximately 6.2 million and 8.2 million orders through its e-commerce sales channel (online and telephonic sales), a decrease of 16.4% and 16.0% compared to the same periods of the prior year. During the three and six months ended December 28, 2025, the average order value increased 5.2% and 4.6% to $96.82 and $92.88, respectively, compared to the same periods of the prior year.
Previous wording
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.
Current wording
Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization Mall®, and Things Remembered®, 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.
Previous 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.
Current wording
During the three and six months ended December 28, 2025, Consumer Floral & Gifts orders through the Company's e-commerce sales channel (online and telephonic sales) decreased 26.0% and 23.0%, respectively, compared to the same periods of the prior year. In addition, during the three and six months ended December 28, 2025, the average order value increased 4.4% and 4.1%, respectively, compared to the same periods of the prior year.
Previous wording
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 wording
Net revenues within this segment decreased 3.8% and 4.4% during thethree and six months ended December 28, 2025, respectively, compared to the same periods of the prior year, primarily due to lower e-commerce revenue due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth partially offset by higher wholesale volume due to increased orders from big box retailers.
Previous 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.
Current wording
During the three and six months ended December 28, 2025, Gourmet Foods & Gift Baskets orders through its e-commerce sales channel (online and telephonic sales) decreased 8.6% and 8.7%, respectively, compared to the same periods of the prior year. In addition, the average order value for the three and six months ended December 28, 2025 increased 2.4% and 2.3%, respectively, compared to the same periods of the prior year.
Previous 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.
Current wording
Gross profit decreased 12.0% and 13.0% during the three and six months ended December 28, 2025, respectively, compared to the same periods of the prior year, primarily due to lower revenues as noted above.
Previous 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.
Current wording
During the three and six months ended December 28, 2025, the gross profit percentage decreased 120 basis points and 150 basis points, respectively, compared to the same periods of the prior year. The gross profit percentage declines were across all segments.
Previous 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.
Current wording
Consumer Floral & Gifts segment- Gross profit decreased by 26.0% and 23.5% during the three and six months ended December 28, 2025, respectively, compared to the same periods 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 and commodity costs.
Previous wording
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 wording
BloomNet® segment - Gross profit decreased by 3.1% and 3.7% during the three and six months ended December 28, 2025, respectively, compared to the same periods of the prior year, due to the impact of the lower revenues noted above. The decline for the six months ended December 28, 2025, was also due to an unfavorable gross profit percentage primarily due to higher florist fulfillment costs and a less favorable mix between wholesale and service revenue.
Previous 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.
Current wording
Gourmet Foods & Gift Baskets segment- Gross profit decreased by 6.3% and 7.5% during the three and six months ended December 28, 2025, respectively, compared to the same periods 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 tariff, commodity, and shipping costs.
Previous wording
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 wording
Marketing and sales expenses decreased 16.5% and 16.3% during the three and six months ended December 28, 2025, respectively, compared to the same periods of the prior year and also decreased as a percentage of revenues, primarily due to a focus on marketing effectiveness and profitability.
Previous 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.
Current wording
Technology and development expense decreased by 9.6% during both the three and six months ended December 28, 2025, compared to the same periods of the prior year, primarily due to the prior year period including costs related to a new customer service platform and order management system.
Previous 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).
Current wording
General and administrative expenses increased 35.2% and 21.9% during the three and six months ended December 28, 2025, respectively, compared to the same periods of the prior year, primarily due to higher professional fees, and changes in the value of the Company's NQDC Plan investments (offset in Other income, net below), as well as severance costs related to an enterprise reduction in workforce.
Previous wording
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 wording
Interest income decreased 74.8% and 62.2% during the three and six months ended December 28, 2025, respectively, due to a decline in interest earned on lower available cash balances.
Previous 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).
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, net, Item 1 for details).
Previous wording
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.
Current wording
Interest expense increased 27.2% and 21.7% during the three and six months ended December 28, 2025, respectively, due to an increase in borrowings and interest rates.
Previous wording
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).
Current wording
Other income, net consists primarily of investment losses (gains) on the Company’s NQDC Plan investments (for which the offsetting expense was recorded in general and administrative expense above).
Previous 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.
Current wording
The Company recorded an income tax benefit of $0.4 million and income tax expense of $38.0 thousand during the three and six months ended December 28, 2025, respectively, compared to income tax expense of $23.5 million and $9.1 million during the three and six months ended December 29, 2024, respectively. The Company’s effective tax rate for the three and six months ended December 28, 2025 was (0.6)% and 0.2%, respectively, compared to 26.7% and 23.2% in the same respective periods of the prior year. The Company’s effective tax rate for the three and six months ended December 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 and six months ended December 29, 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state income taxes, tax deficiencies (shortfalls) from stock-based compensation and increases in valuation allowances, 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 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.
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 December 28, 2025, the Company had working capital of $84.5 million, including cash and cash equivalents of $193.3 million, compared to working capital of $61.3 million, including cash and cash equivalents of $46.5 million, at June 29, 2025.
Previous 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.
Current wording
During the first two quarters of fiscal 2026, the Company borrowed under its revolving credit facility in order to fund pre-holiday manufacturing and inventory procurement requirements, with borrowings peaking at $175.0 million in November 2025. Cash generated from operations during the Christmas holiday shopping season enabled the Company to repay the borrowings under the revolving credit facility in December 2025. Based on current projected cash flows, the Company believes that the available cash balances will be sufficient to provide for the Company's operating needs through the remainder of fiscal 2026, at which time the Company would again expect to borrow against the revolving credit facility to fund pre-holiday manufacturing and inventory purchases. The Company had no amounts outstanding under the revolving credit facility as of December 28, 2025.
Previous 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.
Current wording
Net cash provided by operating activities of $170.9 million, for the six months ended December 28, 2025, was primarily attributable to net income during the period, adjusted by non-cash charges for depreciation and amortization and stock based compensation, combined with seasonal changes in working capital, including increases in accounts payable and accrued expenses and trade receivables and a decrease in inventory.
Previous 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.
Current wording
Net cash used in investing activities of $14.3 million, for the six months ended December 28, 2025, was primarily attributable to capital expenditures related to the Company's technology initiatives.
Previous 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.
Current wording
Net cash used in financing activities of $9.8 million, for the six months ended December 28, 2025, primarily related to net repayment of bank borrowings under the Company's working capital line of credit, as well as payments made on the Company's Term Loan.
Previous 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.
Current wording
Free cash flow was $156.6 million for the six months ended December 28, 2025, compared with free cash flow of $128.3 million for the six months ended December 29, 2024. The improvement of $28.3 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.