What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-09-11 compared with 2025-09-05 · 112 added, 138 removed, 287 unchanged (47% of the section changed)

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Business Overview

The Company is a leading provider of gifts designed to help inspire customers to give more, connect more, and build more and better relationships.

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.

See Item 1 in Part I for a detailed description of the Company’s business.

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Consumer Floral & Gifts, Gourmet Foods & Gift Baskets, and BloomNet.

The Consumer Floral & Gifts segment includes the operations of the Company’s flagship brand, 1-800-Flowers.com, Personalization Mall, Things Remembered, FruitBouquets.com, Flowerama and Alice’s Table, while the Gourmet Foods & Gift Baskets segment includes the operations of Harry & David, Wolferman’s Bakery, Vital Choice, Moose Munch, Cheryl’s Cookies, Mrs.

The Consumer Floral & Gifts segment includes the operations of the Company’s flagship brand, 1-800-Flowers.com, Personalization Mall, Things Remembered, FruitBouquets.com, and Flowerama, while the Gourmet Foods & Gift Baskets segment includes the operations of Harry & David, Wolferman’s Bakery, Vital Choice, Moose Munch, Cheryl’s Cookies, Mrs.

Beasley’s, The Popcorn Factory, DesignPac, 1-800-Baskets.com, Simply Chocolate, Shari’s Berries, and Scharffen Berger.

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Fiscal 2026 Results

Fiscal 2025 was a challenging year from a top and bottom line perspective.

The broader macro-economic conditions have continued 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.

During fiscal 2025, net revenues decreased by $145.8 million, or 8.0%, to $1,685.7 million, compared to fiscal 2024, primarily due to continued slowing demand for everyday gifting occasions as discretionary income remains under pressure and consumers continue to moderate their spending.

In addition, the Company experienced a highly promotional consumer environment during the holidays.

Gross margins declined throughout the year, ending at 38.7%;

a 140-basis point decrease over fiscal 2024, primarily due to higher cost of merchandise and deleveraging of fixed costs.

Fiscal 2026 was a year of meaningful progress as the Company strengthened the foundation of the business and positioned the Company for its next phase of transformation.

Throughout the year, the Company strengthened the leadership team, began to modernize its digital and marketing capabilities, simplified its operations, and became a more customer-first, data driven organization.

These actions strengthened the foundation of the business and better positioned the Company to drive sustainable, profitable growth over the long term.

During fiscal 2026, net revenues decreased by $182.1 million, or 10.8%, to $1,503.5 million, compared to fiscal 2025, primarily due to a focus on marketing effectiveness and profitability over near-term revenue growth, offset in part by increased wholesale volume.

Gross margins declined in fiscal 2026, ending at 38.0%;

a 70-basis point decrease over fiscal 2025, primarily due to deleveraging on the sales decline, partially offset by the Company’s cost reduction and operational efficiency initiatives.

Net loss was $134.8 million, compared with a net loss of $200.0 million in fiscal 2025.

Adjusted EBITDA for fiscal 2025 was $29.2 million, compared with $93.1 million in fiscal 2024, reflecting a decline in Adjusted EBITDA of $63.9 million, driven by lower sales, reduced gross margin and increased advertising costs (See Reconciliation of net loss to adjusted EBITDA (non-GAAP) below).

Adjusted EBITDA for fiscal 2026 was $2.9 million, compared with $29.2 million in fiscal 2025, reflecting a decline in Adjusted EBITDA, driven by lower sales and reduced gross margin, offset in part by decreases in advertising costs (See Reconciliation of net loss to adjusted EBITDA (non-GAAP) below).

Goodwill and Intangible Asset Impairment

During the quarter ended March 29, 2026, the Company evaluated whether events or circumstances had changed such that it was more likely than not that the fair value of its goodwill, intangibles and other long-lived assets were less than their carrying amounts.

After consideration of then 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.

After consideration of current and projected operating results, changes in macro-economic conditions, and a decline in the Company’s market capitalization, the Company concluded that a triggering event had occurred that required an interim impairment assessment of the goodwill, intangibles and other long-lived assets for its Consumer Floral & Gifts reporting unit as of March 29, 2026.

Based on the impairment assessment performed, the Company recorded a non-cash goodwill and intangible impairment charge of $45.2 million, comprised of $34.6 million attributable to the Consumer Floral & Gifts reporting unit's goodwill and $10.6 million attributable to the Personalization Mall tradename (indefinite-lived intangible asset) within the same reporting unit.

The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.

In fiscal 2025, 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, intangibles, 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 that required an interim impairment assessment of goodwill, intangibles, and other long-lived assets 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 goodwill and $24.8 million attributable to the Personalization Mall tradename (indefinite-lived intangible asset).

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The adjustment was the result of a change in the estimated allocation of the impairment charge between goodwill that is deductible and non-deductible for tax purposes.

In fiscal 2024, during the quarter ended December 31, 2023 , as a result of a decline in the actual and projected revenue for the Company’s Personalization Mall 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 Personalization Mall tradename.

During the third quarter of fiscal 2023, the Company evaluated whether events or circumstances had changed such that it would indicate it was more likely than not that its goodwill, intangibles and other long-lived assets of the Gourmet Foods & Gift Baskets reporting units fair values were less than their carrying amounts.

After considering the continuing pressures on consumer discretionary spending, ongoing geopolitical events, the current inflationary macro-economic conditions, related cost input headwinds that have negatively impacted the Company’s gross margins, and resulting downward revisions to its forecast, the Company concluded that a triggering event had occurred for its Gourmet Foods & Gift Baskets reporting unit.

As such, the Company performed an impairment test of the reporting unit’s goodwill, intangibles and long-lived assets as of April 2, 2023, and recorded a non-cash adjustment to fully impair the related goodwill of $62.3 million, and partially impaired certain tradenames totaling $2.3 million within the reporting unit – See Note 7 – Goodwill and Other Intangibles, Net in Item 15 .

In fiscal 2024, during the quarter ended December 31, 2023, as a result of a decline in the actual and projected revenue for the Company’s Personalization Mall tradename (indefinite-lived intangible asset), 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 Personalization Mall tradename - see Note 7 – Goodwill, trademarks with indefinite lives and other intangibles, net in Item 15 .

Acquisition of Scharffen Berger

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Card Isle annual revenue and results of operations, based on its most recently available financial information at the time of acquisition, are deemed immaterial to the Company's consolidated financial statements – see Note 4 – Acquisitions in Item 15 .

Acquisition of Things Remembered

On January 10, 2023, the Company completed its acquisition of certain assets of the Things Remembered brand, a provider of personalized gifts, whose operations have been integrated within the PersonalizationMall.com brand, in the Consumer Floral & Gifts segment.

The Company used cash on its balance sheet to fund the $5.0 million purchase, which included intellectual property, a customer list, certain inventory, and equipment.

The acquisition did not include Things Remembered retail stores.

Things Remembered’s annual revenues from its e-commerce operations, based on its most recently available unaudited financial information at the time of the acquisition was $30.4 million for the twelve months ended November 30, 2022 – see Note 4 – Acquisitions in Item 15 .

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 support its multi-year Celebrations strategy and fuel future growth.

The Company's strategic priorities are focused on positioning the organization for long-term growth.

These priorities include:

• driving cost savings and organizational efficiency,

• building a customer-centric and data-driven organization,

• broadening our reach beyond our e-commerce sites into new channels, and

• strengthening our team through enhanced talent and accountability.

With a renewed commitment to agility and customer-centricity, the Company believes these foundational steps will set the stage for sustainable revenue and profit growth in the years to come.

Definitions of non-GAAP financial measures:

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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.

Adjusted EBITDA is defined as EBITDA adjusted for the impact of stock-based compensation, Non-Qualified Deferred Compensation Plan ("NQDC Plan") investment appreciation/depreciation, goodwill and intangible impairment 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 used 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 metrics to determine its interest rate and to measure compliance with certain covenants.

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.

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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 the EBITDA and Adjusted EBITDA for fiscal years ended June 29, 2025 and June 30, 2024, respectively.

For EBITDA and Adjusted EBITDA for the fiscal year ended July 2, 2023, please refer to our Annual Report on Form 10-K for the fiscal year ended July 2 , 202 3 .

The following table presents the EBITDA and Adjusted EBITDA for the fiscal years ended June 28, 2026 and June 29, 2025, respectively.

For EBITDA and Adjusted EBITDA for the fiscal year ended June 30, 2024, please refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 .

Reconciliation of net loss to Adjusted EBITDA (non-GAAP):

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Depreciation and amortization 53,617 53,618

Income tax expense (benefit) (13,364) 203

Income tax benefit (4) (13,364)

EBITDA (73,500) (151,195)

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Goodwill and intangible impairment 45,154 143,823

Transaction costs - 269

Restructuring cost/Severance 12,312 5,823

Litigation settlement - 1,200

Adjusted EBITDA $ 2,930 $ 29,166

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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 for fiscal years ended June 29, 2025 and June 30, 2024.

For adjusted net income for fiscal year ended July 2, 2023, please refer to our Annual Report on Form 10-K for the fiscal year ended July 2 , 202 3 .

Reconciliation of net loss to adjusted net income (loss) (non-GAAP):

The following table presents the adjusted net loss for the fiscal years ended June 28, 2026 and June 29, 2025.

For adjusted net income for fiscal year ended June 30, 2024, please refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 .

Reconciliation of net loss to adjusted net loss (non-GAAP):

2026 June 29,

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Net loss $ (134,765) $ (199,993)

Adjustments to reconcile net loss to adjusted net income (loss) (non-GAAP)

Adjustments to reconcile net loss to adjusted net loss (non-GAAP)

System implementation costs — 13,401

Transaction costs — 269

Restructuring cost/Severance 12,312 5,823

Litigation settlement — 1,200

Goodwill and intangible impairment 45,154 143,823

Tax related adjustments (15,572) (6,079)

Adjusted net income (loss) (non-GAAP) $ (52,518) $ 11,611

Income tax effect on adjustments (182) (15,572)

Adjusted net loss (non-GAAP) $ (77,481) $ (52,518)

Basic and diluted net loss per common share $ (2.11) $ (3.13)

Basic and diluted adjusted net income (loss) per common share (non-GAAP) $ (0.82) $ 0.18

Weighted average shares used in the calculation of basic and diluted net loss and adjusted net income (loss) per common share 63,807 64,586

Basic and diluted adjusted net loss per common share (non-GAAP) $ (1.21) $ (0.82)

Weighted average shares used in the calculation of basic and diluted net loss and adjusted net loss per common share 63,912 63,807

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.

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.

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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).

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 fiscal years ended June 29, 2025 and June 30, 2024.

For segment contribution margin and adjusted segment contribution margin for the fiscal year ended July 2, 2023, please refer to our Annual Report on Form 10-K for the fiscal year ended July 2 , 202 3 .

June 29, 2025 System Implementation Costs Goodwill and Intangible

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, for the fiscal years ended June 28, 2026 and June 29, 2025.

For segment contribution margin and adjusted segment contribution margin for the fiscal year ended June 30, 2024, please refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 .

June 28, 2026 Goodwill and Intangible

Impairment Restructuring

June 28, 2026

June 30, 2024 Litigation Settlement Transaction Costs

Impairment Restructuring Cost / Severance As Adjusted

June 29, 2025 System Implementation Costs Goodwill and Intangible

Impairment Restructuring

Severance As Adjusted

June 29, 2025

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As such, management’s measure of profitability for these segments does not include the effect of corporate overhead, described above, depreciation and amortization, other income, net, and other items that we do not consider indicative of our core operating performance.

(b) Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer Service Center functions, stock-based compensation, as well as changes in the fair value of the Company's NQDC Plan.

(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, 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.

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 Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30.

Fiscal years 2025, 2024, and 2023, which ended on June 29, 2025, June 30, 2024, and July 2, 2023 respectively, each consisted of 52 weeks.

June 29, 2025 % Change June 30, 2024 % Change July 2, 2023

Fiscal years 2026, 2025, and 2024, which ended on June 28, 2026, June 29, 2025, and June 30, 2024, respectively, each consisted of 52 weeks.

June 28, 2026 % Change June 29, 2025 % Change June 30, 2024

(dollars in thousands)

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Total net revenues $ 1,503,511 -10.8 % $ 1,685,658 -8.0 % $ 1,831,421

Net revenues consist primarily of the selling price of the merchandise, service or outbound shipping charges, less discounts, returns and credits.

Net revenues consist primarily of the selling price of the merchandise, service and outbound shipping charges, less discounts, returns and credits.

The Company’s net revenues from international sources were not material during fiscal years 2026, 2025 and 2024.

During the fiscal year ended June 28, 2026, net revenues decreased 10.8% in comparison to the prior year, due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth, offset in part by increased wholesale volume.

During the fiscal year ended June 29, 2025, net revenues decreased 8.0% in comparison to the prior year, due to lower order volume across all segments, reflecting a continuation of the trend we have experienced over the past few years as discretionary income remains pressured and consumers continue to moderate their spending.

In addition, the Company experienced the impact of inefficient marketing spend, as well as a highly promotional consumer environment during the holidays.

During the fiscal year ended June 30, 2024, net revenues decreased 9.2% in comparison to the prior year, due to lower order volume across all segments, as discretionary income remained pressured and consumers continued to moderate their spending.

Contributing to this decline was the prudent use of advertising spend, to balance the long-term goals of the Company with strategies to improve gross margins and tightly control operating expenses during this challenging economic environment.

Disaggregated revenue by channel follows:

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Revenue by sales channel:

• E-commerce revenues (combined online and telephonic) decreased 9.3% during fiscal 2025, primarily as a result of a decline in demand acro ss all our segments, attributable to the macro-economic conditions noted above, the impact of inefficient marketing spend, and a highly promotional consumer environment.

The Company had lower order volumes (17.3 million, -8.2% vs.

prior year) coupled with slightly lower average order value ($84.72, -1.1% vs prior year) as a result of product mix trending into lower price point items.

E-commerce revenues decreased 7.5% during fiscal 2024, primarily as a result of a decline in demand for “Everyday” gifts across all our segments, attributable to the macro-economic conditions noted above, which negatively impacted consumer discretionary spending, combined with planned reductions in advertising spend.

Lower order volumes (18.8 million, -9.9% vs.

prior year) were slightly offset by higher average order value ($85.70, +2.7% vs prior year) as a result of product mix trending into higher price point items, including bundles, and customer mix with higher income customers buying at a higher rate than lower income customers.

• E-commerce revenues (combined online and telephonic) decreased 13.1% during fiscal 2026, primarily as a result of a declines in demand in the Consumer Floral & Gifts segment of 17.8% and the Gourmet Foods & Gift Baskets segment of 7.8%.

The Company had lower order volumes (14.3 million, a decrease of 17.6% vs.

prior year) partially offset by higher average order value ($89.23, an increase of 5.5% vs.

prior year) as a result of higher revenue per unit.

E-commerce revenues decreased 9.3% during fiscal 2025, primarily as a result of a decline in demand across all our segments, attributable to the macro-economic conditions, the impact of inefficient marketing spend, and a highly promotional consumer environment.

The Company had lower order volumes (17.3 million, a decrease of 8.0% vs.

prior year) coupled with slightly lower average order value ($84.56, a decrease of 1.3% vs.

prior year) as a result of product mix trending into lower price point items.

• 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 reve nues increased 1.8% dur ing fiscal 2025 primarily due to higher wholesale volumes within the Gourmet Foods & Gift Baskets segment due to increased orders from bi g box retailers, which was partially offset by lower BloomNet revenues due to lower order volume through the network, including our 1-800-Flowers® brand.

Other revenues decreased 20.5% during fiscal 2024 primarily due to lower order volume from big box retailers, as well as lower BloomNet Wholesale and Service revenues.

The lower service revenues were due to lower shop-to-shop volumes.

Other reve nues increased 4.1% and 1.8% during fiscal 2026 and 2025, respectively, primarily 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.

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.

Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization Mall®, and Things Remembered® 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.

N et revenues decreased 17.7% during fiscal 2026, due to a focus on marketing effectiveness and profitability being prioritized over near term revenue growth.

Net revenues decreased 8.6% during fiscal 2025, due to the continued macro-economic pressure, a highly promotional consumer environment, and the impact of inefficient marketing spend.

Net revenues decreased 7.7% during fiscal 2024, due to the continued reduction of “Everyday” product demand, and weaker than anticipated Valentine’s Day and Mother’s Day demand, as consumers’ discretionary spending remained cautious in the inflationary environment, combined with planned reductions in advertising spend, as our brands focused their efforts on improving gross margin and operating spend efficiency, in the face of softening demand.

BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service offerings.

Net revenues decreased 1.9% during f iscal 2026, due to lower service revenue, which was attributable to a decline in order volume processed through the network.

Net revenues decreased 8.4% during fiscal 2025, due to lower service revenue, which was attributable to a decline in order volume processed through the network, as well as lower wholesale product sales.

Net revenues decreased 19.1% during fiscal 2024, due to soft wholesale product sales, as the result of weakness in demand across the industry and lower service revenue.

The lower service revenue was attributable to reduced membership/transaction fee revenues, as well as lower florist-to-florist revenue associated with a decline in order volume processed through the network, and lower directory services ad revenues.

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.

Net revenues decreased 5.2% during fiscal 2026, as e-commerce revenues declined 7.8% due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth, partially offset by increased wholesale volume as big box retailers increased orders in the current year.

Net revenues decreased 7.2% during fiscal 2025, as e-commerce revenues declined 10.1% due to lower demand and the impact of inefficient marketing spend, 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 during the holiday period in fiscal 2025.

Net revenues decreased 9.4% during fiscal 2024, as e-commerce declined 7.2% due to lower consumer demand, as a result of macro-economic weakness, which significantly reduced “Everyday” occasion volumes, combined with planned reductions in advertising spend, as the brands focused their efforts on improving gross margins and operating spend efficiency in the face of softening demand.

The unfavorable revenue trend was attributable to lower order volume, partially offset by favorable average order value as a result of product mix including more bundles and other higher priced offerings as higher income customers continued to buy at a higher rate.

Wholesale/Retail channel revenues were unfavorable to prior year primarily due to lower order volume from big box retailers.

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(dollars in thousands)

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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 pr ofit decreased 12.4% dur ing fiscal 2026 due to lower revenues, as well as a decline in gross margin percentage of 70 basis points compared with fiscal 2025 due to declines in the Gourmet Foods & Gift Baskets and BloomNet segments, partially offset by a slight increase in gross profit in the Company's Consumer Floral & Gifts segment.

Gross profit decreased 11.2% during fiscal 2025 due to lower revenues, as well as a decline in gross margin of 140 basis points compared with fiscal 2024 due to declines within the Consumer Floral & Gifts and the Gourmet Foods & Gift Baskets segments, partially offset by an increase in gross profit in the Company's BloomNet segment.

Gross profit decreased 3.0% during fiscal 2024 due to the lower revenues noted above, partially offset by a higher gross margin percentage, driven by f avorable product mix, lower freight costs, a decline in commodity costs, and the Company’s logistics optimization efforts.

Gross margins improved throughout the year ending at 40.1%;

a 260-basis point improvement over fiscal 2023.

Consumer Floral & Gifts segment – Gross profit in fiscal 2025 in comparison to prior year decreased by 11.9%, due to the impact of the lower revenues noted above, as well as an unfavorable gross profit percentage primarily attributable to higher cost of merchandise and deleveraging of fixed costs resulting from lower sales volumes.

Gross profit in fiscal 2024 decreased in comparison to prior year by 4.5%, due to t he unfavorable revenues noted above, partially offset by favorable gross profit percentage attributable to favorable product mix into higher margin direct fulfilled sales, favorable fulfillment costs, as well as lower inbound and outbound shipping cost.

BloomNet segment – Gross profit in fiscal 2025 from the BloomNet segment decreased in comparison to prior year by 7.9%, 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.

Gross profit in fiscal 2024 from the BloomNet segment decreased in comparison to prior year by 8.6%, due to the unfavorable revenues noted above, partially offset by an increase in gross margin percentage.

Gross margin percentage was higher than prior year due to lower florist rebates, which was driven by the lower shop-to-shop volume mainly from partners that carried higher contracted rates.

In addition, wholesale margins, improved as a result of strategic pricing initiatives and lower cost of merchandise due to more favorable ocean freight rates.

Gourmet Foods & Gift Baskets segment – Gross profit in fiscal 2025 decreased in comparison to prior year by 9.0%, due to the decrease in revenue noted above, as well as decreased gross profit percentage attributable to higher cost of merchandise, deleveraging of fixed costs resulting from lower sales volumes, and incremental costs associated with the implementation of a new order management system for the Harry & David brand.

Gross profit in fiscal 2024 decreased in comparison to prior year by 0.6%, due to the unfavorable revenues noted above, partially offset by favorable gross profit percentage.

The favorable gross profit percentage was primarily due to lower delivery and shipping costs as logistical initiatives allowed the group to decrease shipping costs.

Favorable cost of merchandise (favorable inbound ocean freight and lower commodity costs), along with the Company's inventory and labor optimization efforts, also contributed to the improved margin percentage.

In addition, the brand benefited from favorable product mix due to the continued gap in buying behavior of higher income customers continuing to purchase higher priced merchandise with strong margins, while lower income customers continue to tighten their discretionary spending.

Consumer Floral & Gifts segment – Gross profit in fiscal 2026 in comparison to the prior year decreased by 17.7%, due to the impact of lower revenue noted above, offset in part by a slight increase in gross profit percentage due to lower cost of merchandise and delivery and shipping costs.

Gross profit in fiscal 2025 decreased in comparison to the prior year by 11.9%, due to the impact of the lower revenues noted above, as well as an unfavorable gross profit percentage primarily attributable to higher cost of merchandise and deleveraging of fixed costs resulting from lower sales volumes.

BloomNet segment – Gross profit in fiscal 2026 decreased in comparison to the prior year by 2.3%, due to the impact of lower revenues noted above.

Gross profit in fiscal 2025 decreased in comparison to the prior year by 7.9%, 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.

Gourmet Foods & Gift Baskets segment – Gross profit in fiscal 2026 decreased in comparison to prior year by 8.5%, due to the decrease in revenue noted above, as well as an unfavorable gross profit percentage primarily attributable to deleveraging on the sales decline and increased commodity and shipping costs, as well as increased inventory reserves.

Gross profit in fiscal 2025 decreased in comparison to the prior year by 11.0%, due to the decrease in revenue noted above, as well as decreased gross profit percentage attributable to higher cost of merchandise, deleveraging of fixed costs resulting from lower sales volumes, and incremental costs associated with the implementation of a new order management system for the Harry & David brand.

Marketing and sales expense

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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 expense decreased 16.2% during fiscal 2026, as well as decreased as a percentage of sales primarily due to a focus on marketing effectiveness and profitability.

Marketing and sales expense decreased 0.9% during fiscal 2025 essentially in-line with the prior year.

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.

Marketing and sales expense decreased 3.2% during fiscal 2024 due to lower variable portal expenses and labor efficiencies, which was partially offset by higher general advertising expenses, as the brands reallocated dollars from less effective bottom of the funnel advertising to other areas to generate additional revenue in a challenging and competitive environment.

Technology and development expense

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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 7.1% during fiscal 2026, primarily due to higher costs in the prior year period related to a new customer service platform and order management system.

Technology and development expense increased by 3.4% during fiscal 2025, primarily 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.

Technology and development expense decreased by 0.8% during fiscal 2024, primarily due to reduced labor and consulting costs, offset in part by increased maintenance and support for the Company's technology platform.

During the fiscal years 2026, 2025 and 2024, the Company expended $81.7 million, $93.0 million and $86.8 million, respectively, on technology and development, of which $23.9 million, $30.7 million and $26.6 million, respectively, has been capitalized.

General and administrative expense

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General and administrative expense consists of payroll and other expenses in support of the Company’s executive, finance and accounting, legal, human resources and other administrative functions, as well as professional fees and other general corporate expenses.

General and administrative expense decreased 1.0% during fiscal 2025, primarily due to lower labor costs and changes in the value of the Company’s NQDC investments - refer to equal offset in “Other expense (income), net”.

General and administrative expense increased 18.9% during fiscal 2026, primarily due to higher severance costs related to the enterprise reductions in workforce, increased consulting costs, and changes in the value of the Company’s NQDC investments - refer to equal offset in “Other income, net”.

This was partially offset by higher insurance costs.

General and administrative expense increased 4.7% during fiscal 2024, primarily due to higher labor costs attributable to a change in the value of the Company’s NQDC Plan investments - refer to equal offset in “Other expense (income), net”, as well as severance costs related to an enterprise reduction in workforce.

This was partially offset by lower professional fees related to litigation and acquisition costs, and lower bad debts expense primarily related to reserves for certain big box retailers and florists taken in fiscal 2023.

Depreciation and amortization

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Depreciation and amortization expense

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Goodwill and intangible impairment

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In fiscal 2026, the Company recorded a non-cash goodwill and intangible impairment charge of $45.2 million, comprised of $34.6 million related to goodwill for its Consumer Floral & Gifts segment and $10.6 million attributable to the Personalization Mall tradename.

During fiscal 2024, the Company recorded a non-cash impairment charge of $19.8 million related to its Personalization Mall tradename, due to a decline in the actual and projected revenue, combined with a higher discount rate resulting from the higher interest rate environment.

During fiscal 2023, the Company recorded a non-cash impairment charge of $64.6 million related to its Gourmet Foods & Gift Baskets reporting unit.

The Company fully impaired the related goodwill and partially impaired certain tradenames within the reporting unit.

See Note 7 - Goodwill and Other Intangibles, Net in Part IV, Item 15 for additional information.

In fiscal 2025, the Company recorded a non-cash goodwill and intangible impairment charge of $143.8 million, comprised of $119.0 million related to goodwill for its Consumer Floral & Gifts segment and $24.8 million attributable to the Personalization Mall tradename.

In fiscal 2024, the Company recorded a non-cash impairment charge of $19.8 million related to its Personalization Mall tradename.

See Note 7 - Goodwill, trademarks with indefinite lives and other intangibles, net in Part IV, Item 15 for additional information.

Interest income

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Interest income consists of income earned on the Company’s available cash balances.

Interest income decreased 49.4% during fiscal 2025, due to a decline in interest earned on lower available cash balances, as well as lower interest rates.

Interest income in fiscal 2024 increased 115.2% from fiscal 2023 due to an increase in interest earned attributable to higher available cash balances, as well as higher interest rates.

Interest income decreased 45.1% during fiscal 2026, due to a decline in interest earned on lower available cash balances.

Interest income in fiscal 2025 decreased 49.4% from fiscal 2024 due to a decline in interest earned on lower available cash balances, as well as lower interest rates.

Interest expense

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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 in Part IV, Item 15 for details).

Interest expense decreased 10.8% during fiscal 2025, due to a lower outstanding term loan balance, as well as lower interest rates.

Interest expense increased 23.2% in fiscal 2024 from fiscal 2023 due to higher interest rates partially offset by lower borrowings during the year.

Other expense (income), net

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Interest expense increased 9.9% during fiscal 2026, due to an increase in borrowings and interest rates.

Interest expense decreased 10.8% in fiscal 2025 from fiscal 2024 due to a lower outstanding term loan balance, as well as lower interest rates.

Other income, net

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Other expense (income), net $ (3,514) -48.3 % $ (6,793) -943.9 % $ 805

Other expense, net d uring fiscal 2025 and fiscal 2024 consisted primarily of the gain on the Company's NQDC Plan investments (for which the offsetting expense was recorded in the general and administrative expense line item).

The Company recorded an income tax benefit of $13.4 million during fiscal 2025 , an income tax expense of $0.2 million in fiscal 2024 , and an income tax benefit of $2.1 million in fiscal 2023 , resulting in an effective tax rat e of 6.3%, (3.4%) and 4.4%, respectively.

Other income, net $ (7,450) 112.0 % $ (3,514) -48.3 % $ (6,793)

Other income, net d uring f iscal 2026, fiscal 2025, and fiscal 2024 consisted primarily of investment gains on the Company's NQDC Plan investments (for which the offsetting expense w as recorded in the general and administrative expense line item).

The Company recorded an income tax benefit of $4 thousand d uring fiscal 2026 , an income tax benefit of $13.4 million in fiscal 2025 , and an income tax expense of $0.2 million in fiscal 2024 , resulting in an effective tax rat e of 0.0%, 6.3% and (3.4%), respec tively.

The Company’s effective tax rate for fiscal 2026 differed from the U.S.

federal statutory rate of 21.0% primarily due to increases in the valuation allowance on certain federal and state deferred tax assets and state taxes.

The Company’s effective tax rate for fiscal 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.

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federal statutory rate of 21.0% primarily due to state taxes, increases in valuation allowances, and tax shortfalls related to stock-based compensation, partially offset by enhanced deductions and various tax credits.

The Company’s effective tax rate for fiscal 2023 differed from the U.S.

federal statutory rate of 21.0% primarily due to the impact of the non-deductible portion of the Company’s impairment charge, as well as state income taxes and non-deductible expenses for executive compensation, tax shortfalls related to stock-based compensation, partially offset by enhanced deductions and various tax credits.

At June 29, 2025, the Company had $22.0 million of indefinite lived federal net operating losses, $110.4 million of state net operating loss carryforwards, some of which will begin to expire in fiscal 2026 to the extent not utilized and $5.4 million of foreign net operating loss carryforward which will begin to expire in fiscal 2034 if not utilized.

At June 28, 2026, the Company had $76.1 million of indefinite-lived federal net operating losses, $167.3 million of state net operating loss carryforwards, some of which will begin to expire in fiscal 2027 to the extent not utilized, and $5.5 million of foreign net operating loss carryforwards, which will begin to expire in fiscal 2034 if not utilized.

At June 28, 2026, the Company’s federal charitable contribution carryforwards were $15.3 million, which will begin to expire in fiscal 2027 if not utilized.

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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 Part IV, Item 15 for details).

At June 29, 2025, the Company had working capital of $61.3 million , including cash and cash equivalents of $46.5 million, compared to net working capital of $157.9 million, including cash and cash equivalents of $159.4 million at June 30, 2024.

At June 28, 2026, the Company had working capital of negative $17.8 million , including cash and cash equivalents of $11.4 million, compared to net 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, generates over 40% of the Company’s annual revenues, and all of its earnings.

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The Company had no amounts outstanding under the revolving credit facility as of June 28, 2026.

In addition, during fiscal 2025, the Company made payments of $30.0 million on its Term Loan, which included a $25.0 million voluntary prepayment.

Based on our year-end cash balances, combined with projected cash flows, the Company expects to borrow under its revolving credit facility to fund pre-holiday manufacturing and inventory purchases during the first quarter of fiscal 2027.

The Company expects to be able to repay all working capital borrowings prior to the end of the second quarter of fiscal 2027.

On September 9, 2026, the Company entered into an amendment to its credit agreement that modified certain financial covenants and other terms and provided additional covenant relief and flexibility, as further described in Note 10 - Long-term debt, net in Part IV, Item 15 .

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.

Net cash used for operating activities of $26.4 million for fiscal 2025 was primarily attributable to uses of cash for working capital purposes, comprised of decreases in accounts payable and accrued expenses and increases in trade receivables and prepaid and other.

Net cash used in investing activities of $44.5 million was attributable to capital expenditures primarily related to the Company's technology and automation initiatives, and the acquisition of Scharffen Berger as noted above.

Net cash used in financing activities of $42.1 million related primarily to net repayment of bank borrowings of $30.0 million, which included a $25.0 million voluntary prepayment on the Company's term loan, and the acquisition of treasury stock of $10.2 million.

In addition, the Company is evaluating the potential sale of non-strategic assets, along with a range of other capital raising options intended to optimize its capital structure and provide additional capital to support investments in its transformation and drive future growth.

These potential options may include one or more public or private debt or equity financings, potential divestitures of non-strategic assets, or other capital structure transactions .

There can be no assurance that the evaluation will result in any transaction or outcome or, if one or more transactions ensue, what the terms of any such transaction might be.

Net cash provided by operating activities of $18.3 million for fiscal 2026 was primarily attributable to the net loss during the period, adjusted by non-cash charges for goodwill and intangible impairment, depreciation and amortization and stock based compensation, combined with changes in working capital, comprised of decreases in inventories, prepaid and other, trade receivables, and other assets and other liabilities.

Net cash used in investing activities of $31.3 million was primarily attributable to capital expenditures related to the Company's technology initiatives.

Net cash used in financing activities of $22.2 million was primarily related to net repayment of bank borrowings under the Company's working capital line of credit, as well as payments made on the Company's Term Loan.

Free Cash Flow

Free cash flow was a negative $67.8 million for fiscal 2025, compared with free cash flow of positive $56.4 million for fiscal 2024, a decrease of $124.2 million primarily driven by a decrease in cash flows from operations, driven by lower net income, adjusted for non-cash items, as well as timing of changes in working capital.

Free cash flow was a negative $13.0 million for fiscal 2026, compared with free cash flow of negative $67.8 million for fiscal 2025, an increase of $54.8 million primarily driven by an increase in cash flows from operations, driven by improved working capital management and decreased capital expenditures.

Refer to " Definitions of non-GAAP financial measures " for reconciliation of non-GAAP results to applicable GAAP results.

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Management of the Company has discussed the selection of critical accounting estimates and the effect of estimates with the Audit Committee of the Company’s Board of Directors.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in each business combination, with the carrying value of the Company’s goodwill allocated to its reporting units, in accordance with the acquisition method of accounting.

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in each business combination, with the carrying value of the Company’s goodwill allocated to its reporting unit, in accordance with the acquisition method of accounting.

Goodwill is not amortized, but it is subject to an annual assessment for impairment, which the Company performs during the fourth quarter, or more frequently if events occur or circumstances change such that it is more likely than not that an impairment may exist.

The Company tests goodwill for impairment at the reporting unit level.

The Company identifies its reporting units by assessing whether the components of its operating segments constitute businesses for which discrete financial information is available and management of each reporting unit regularly reviews the operating results of those components.

The Company identifies its reporting units by assessing whether the components of its operating segments

constitute businesses for which discrete financial information is available and management of each reporting unit regularly reviews the operating results of those components.

In applying the goodwill impairment test, the Company has the option to perform a qualitative test (also known as “Step 0”) or a quantitative test (“Step 1”).

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The Company uses industry accepted valuation models and set criteria that are reviewed and approved by various levels of management.

Under the income approach, the Company uses a discounted cash flow methodology, which requires 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.

Under the income approach, the Company uses a discounted cash flow methodology, which requires management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, perpetual growth rates, and long-term discount rates, among others.

For the market approach, the Company uses the guideline public company method.

Under this method, the Company utilizes information from comparable publicly traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples that are applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values.

The Company also reconciles the aggregate fair values of its reporting units determined in the first step (as described above) to its current market capitalization, allowing for a reasonable control premium.

During fiscal 2025, the Company recorded a non-cash goodwill impairment charge of $119.0 million related to the Company’s Consumer Floral & Gifts reporting unit.

The goodwill was written down to its respective fair value resulting in zero excess fair value over 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.

The carrying value of the Company’s Consumer Floral & Gifts reporting unit as of June 29, 2025, is $34.6 million.

See Note 7 – Goodwill and Other Intangibles, Net in Part IV, Item 15, for further information.

The Company also reconciles the aggregate fair values of its reporting units determined in the first step (as described above) to its current market capitalization.

During fiscal 2026, the Company recorded a non-cash goodwill impairment charge of $34.6 million related to the Company’s Consumer Floral & Gifts reporting unit, resulting in all goodwill in this reporting unit being written off.

T he remaining $3.1 million of goodwill, as of June 28, 2026 is primarily related to the BloomNet reporting unit.

See Note 7 – Goodwill, trademarks with indefinite lives and other intangibles, net in Part IV, Item 15, for further information.

Other Intangibles, net

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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.

Other indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows, including the perpetual growth rate, as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.

During fiscal 2025, the Company recorded a non-cash impairment charge of $24.8 million related to the Company’s Personalization Mall tradename.

Other indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows, including the revenue forecasts and the perpetual growth rate, as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.

During fiscal 2026, the Company recorded a non-cash impairment charge of $10.6 million related to the Company’s Personalization Mall tradename (an indefinite-lived intangible asset).

The indefinite-lived intangible was written down to its respective fair value resulting in zero excess fair value over carrying amount as of the impairment test date, resulting in a risk of future impairments if any assumptions, estimates, or market factors change in the future.

The carrying value of the Company’s Personalization Mall tradename as of June 28, 2026, is $10.6 million.

See Note 7 – Goodwill and Other Intangibles, Net , in Part IV, Item 15, for further information.

The carrying value of the remainder of the Company's trademarks with indefinite lives as of June 28, 2026 is $65.5 million.

See Note 7 – Goodwill, trademarks with indefinite lives and other intangibles, net , in Part IV, Item 15, for further information.

Recently Issued Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis