1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of June 29, 2025.
+Added: The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of June 28, 2026.
Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have each concluded that the Company’s disclosure controls and procedures were effective as of June 28, 2026.
53 unchanged sentences
The information required by Item 10 of Part III with respect to directors, executive officers, audit committee, and audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance will be included in our Proxy Statement relating to our 2026 annual meeting of stockholders and is incorporated herein by reference.
−Removed: The Company maintains a Code of Business Conduct and Ethics, which is applicable to all directors, officers, and employees on the Investor Relations-Corporate Governance tab of the Company’s investor relations website (investor.1800flowers.com), which is also accessible through a link at the bottom of the main Company page at www.1800flowers.com.
+Added: The Company maintains a Code of Ethics, which is applicable to all directors, officers, and employees on the Investor Relations-Corporate Governance tab of the Company’s investor relations website (www.investor.1800flowers.com), which is also accessible through a link at the bottom of the main Company page at www.1800flowers.com.
Any amendment or waiver to the Code of Business Conduct and Ethics that applies to our directors or executive officers will be posted on our website or in a report filed with the SEC on Form 8-K to the extent required by applicable law or the regulations of any exchange applicable to the Company.
15 unchanged sentences
Consolidated Balance Sheets as of June 28, 2026 and June 29, 2025
−Removed: Consolidated Statements of Operations and Comprehensive Income (Loss) for the y ears ended June 29, 2025, June 30, 2024 and July 2, 2023
−Removed: Consolidated Statements of Stockholders’ Equity for the years ended June 29 , 202 5 , Ju ne 30 , 202 4 and July 2 , 202 3
−Removed: Consolidated Statements of Cash Flows for the years ended June 29, 2025, June 30, 2024 and July 2, 2023
+Added: Consolidated Statements of Operations and Comprehensive Loss for the years ended June 28, 2026, June 29, 2025 and June 30, 2024
+Added: Consolidated Statements of Stockholders’ Equity for the years ended June 28, 2026, June 29, 2025 and June 30, 2024
+Added: Consolidated Statements of Cash Flows for the years ended June 28, 2026, June 29, 2025 and June 30, 2024
Notes to Consolidated Financial Statements
8 unchanged sentences
Exhibit Description
−Removed: *2.1 Equity Purchase Agreement dated as of February 14, 2020, by an among 1-800-Flowers.com, Inc., 800-Flowers, Inc.
+Added: *2.1 Equity Purchase Agreement dated as of February 14, 2020, by an d among 1-800-Flowers.com, Inc., 800-Flowers, Inc.
PersonalizationMall.com, LLC, and Bed Bath & Beyond Inc.
23 unchanged sentences
*10.4 Nonqualified Supplemental Deferred Compensation Plan dated December 21, 2010 (Quarterly Report on Form 10-Q filed on November 14, 2016, Exhibit 10.24)
−Removed: *10.5 2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 15, 2020 , and amended as of O ctober 3, 2023 ) (Proxy Statement on Form 14(a) filed on October 30 , 202 3 , Annex A).
+Added: *10.5 2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 15, 2020, and amended as of October 3, 2023 and October 9, 2025 ) (Proxy Statement on Form 14(a) filed on October 23 , 202 5 , Annex A).
*10.6 Form of Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan.
13 unchanged sentences
McCann Resignation Letter, dated June 29, 2023 (Annual Report on Form 10-K for the fiscal year ended July 2, 2023 filed on September 15, 2023, Exhibit 10.15)
−Removed: *10.16 Consulting Agreement, dated as of December 20, 2023, between 1-800-FLOWERS.COM, Inc., and Hanft Ideas LLC and Adam Hanft.
−Removed: (Quarterly Report on Form 10-Q filed on February 8, 2024, Exhibit 10.1)
*10.16 Appointment Letter from 1-800-FLOWERS.COM, Inc.
2 unchanged sentences
*10.17 First Amendment, dated as of January 28, 2025, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on January 30, 2025, Exhibit 10.1).
−Removed: *10.19 Second Amendment, dated as of May 8 , 2025, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiar y gu arantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A, as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on May 6 , 2025, Exhibit 10.1).
+Added: *10.18 Second Amendment, dated as of May 6 , 2025, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A, as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on May 8 , 2025, Exhibit 10.1).
*10.19 Offer Letter dated May 7, 2025, between Adolfo Villagomez and 1-800-FLOWERS.COM, Inc.
(Current Report on Form 8-K filed on May 8, 2025, Exhibit 10.2).
+Added: *10.20 Description of Executive Severance Plan, adopted effective October 17, 2025 (Quarterly Report on Form 10-Q filed on January 29, 2026, Exhibit 10.1).
+Added: *10.21 Separation Agreement and General Release between Thomas Hartnett and 1-800-Flowers.com, Inc.
+Added: dated April 17, 2026 (Quarterly Report on Form 10-Q filed on May 7, 2026 , Exhibit 10.1 ).
+Added: *10.22 Third Amendment, dated as of September 9, 2026, among 1-800-FLOWERS.COM, INC., the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A, as Administrative Agent, to that certain Third Amended and Restated Credit Agreement, dated as of June 27, 2023 (Current Report on Form 8-K filed on September 10, 2026, Exhibit 10.1).
*19.1 Policy on the Prevention of Insider Trading for 1-800-FLOWERS.COM, Inc (Annual Report on Form 10-K filed on September 6, 2024, Exhibit 19.1).
46 unchanged sentences
September 11, 2026
−Removed: September 5, 2025
/s/ Eugene F.
September 11, 2026
−Removed: /s/ Leonard J.
−Removed: September 5, 2025
/s/ Adam Hanft
September 11, 2026
−Removed: /s/ Stephanie Redish Hofmann
−Removed: Stephanie Redish Hofmann
−Removed: September 5, 2025
/s/ Shelton Palmer
10 unchanged sentences
We have audited the accompanying consolidated balance sheets of 1-800-FLOWERS.COM, Inc.
−Removed: (the “Company”) as of June 29, 2025 and June 30, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 29, 2025, and the related notes and schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).
+Added: (the “Company”) as of June 28, 2026 and June 29, 2025, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 28, 2026, and the related notes and schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 28, 2026 and June 29, 2025, and the results of its operations and its cash flows for each of the three fiscal years in the period ended June 28, 2026, in conformity with accounting principles generally accepted in the United States of America.
11 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Indefinite-lived Intangible Asset – Personalization Mall Tradename
As described in Note 2 and Note 7 to the consolidated financial statements, the Company’s consolidated balance for trademarks with indefinite lives was $76.1 million as of June 28, 2026.
−Removed: During its quarterly assessment in the third quarter of fiscal year 2025, the Company determined that an impairment assessment was required for its Personalization Mall
+Added: During its quarterly assessment in the third quarter of fiscal year 2026, the Company determined that an impairment assessment was required for its Personalization Mall tradename.
The Company’s impairment test for its Personalization Mall tradename encompassed calculating the fair value of the asset and comparing that result to its carrying value.
1 unchanged sentence
This quarterly assessment resulted in the Company recording a non-cash impairment charge of $10.6 million.
−Removed: We identified the perpetual growth rate, discount rate, and royalty rate included in the relief-from-royalty method for the valuation of the Personalization Mall tradename during the third quarter of fiscal year 2025 as a critical audit matter.
−Removed: The principal considerations for our determination included the subjectivity and judgment required to determine the perpetual growth rate, discount rate and royalty rate.
−Removed: Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.
+Added: We identified the forecasted revenues included in the relief-from-royalty method for the valuation of the Personalization Mall tradename during the third quarter of fiscal year 2026 as a critical audit matter.
+Added: The principal consideration for our determination included the subjectivity and judgment required to determine the forecasted revenues.
+Added: Auditing this element involved especially challenging auditor judgment due to the nature and extent of audit effort required to address this matter.
The primary procedure we performed to address this critical audit matter included:
−Removed: • Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the perpetual growth rate, discount rate, and royalty rate.
−Removed: Valuation of Goodwill related to the Consumer Floral & Gifts Reporting Unit
−Removed: As described in Note 2 and Note 7 to the consolidated financial statements, the Company’s consolidated balance for Goodwill was $37.6 million as of June 29, 2025.
−Removed: For fiscal year 2025, the Company’s goodwill impairment assessment resulted in the recording of a non-cash impairment charge of $119.0 million to reduce the recorded carrying value of the Consumer Floral & Gifts reporting unit.
−Removed: The Company’s impairment test for its Consumer Floral & Gifts reporting unit encompassed calculating the fair value of the reporting unit and comparing that result to its carrying value.
−Removed: The Company estimated the fair value of the reporting unit using an equal weighting of the income approach and market approach.
−Removed: We identified the forecasted revenues, perpetual growth rate, and discount rate included in the valuation of the Consumer Floral & Gifts reporting unit during the fiscal year 2025 as a critical audit matter.
−Removed: The principal considerations for our determination included the subjectivity and judgment required to determine the forecasted revenues, perpetual growth rate, and discount rate.
−Removed: Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.
−Removed: The primary procedures we performed to address this critical audit matter included:
−Removed: • Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the perpetual growth rate and the discount rate.
• Evaluating the reasonableness of forecasted revenues by:
−Removed: (i) comparing the actual results for the historical years to the forecasted revenues, (ii) considering whether any contradictory evidence existed by reviewing industry trends, and (iii) benchmarking revenue growth rates for the public guideline companies that management used for its assessment.
+Added: (i) comparing the actual results for the historical years to the forecasted revenues, (ii) considering whether any contradictory evidence existed by reviewing industry trends, and (iii) performing a benchmarking analysis of selected public guideline companies for certain periods that management used for its assessment.
/s/ BDO USA, P.C.
38 unchanged sentences
Additional paid-in capital 422,528 411,280
−Removed: Retained earnings 64,985 264,978
+Added: Accumulated (deficit) retained earnings ( 69,780 ) 64,985
Accumulated other comprehensive loss ( 98 ) ( 140 )
6 unchanged sentences
and Subsidiaries
−Removed: Consolidated Statements of Operations and Comprehensive Income (Loss)
+Added: Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share data)
−Removed: June 29, 2025 June 30, 2024 July 2, 2023
+Added: June 28, 2026 June 29, 2025 June 30, 2024
Net revenues $ 1,503,511 $ 1,685,658 $ 1,831,421
12 unchanged sentences
Interest expense 16,959 15,438 17,303
−Removed: Other expense (income), net ( 3,514 ) ( 6,793 ) 805
+Added: Other income, net ( 7,450 ) ( 3,514 ) ( 6,793 )
Loss before income taxes ( 134,769 ) ( 213,357 ) ( 5,902 )
1 unchanged sentence
Net loss ( 134,765 ) ( 199,993 ) ( 6,105 )
−Removed: Other comprehensive (loss) income - currency translation ( 13 ) 43 41
+Added: Other comprehensive income (loss) - currency translation 42 ( 13 ) 43
Comprehensive loss $ ( 134,723 ) $ ( 200,006 ) $ ( 6,062 )
8 unchanged sentences
Consolidated Statements of Stockholders' Equity
−Removed: Years ended June 29, 2025, June 30, 2024, and July 2, 2023
+Added: Years ended June 28, 2026, June 29, 2025, and June 30, 2024
(in thousands, except share data)
1 unchanged sentence
Capital Retained
+Added: Earnings Accumulated
(Deficit) Accumulated
7 unchanged sentences
Stock-based compensation 480,708 5 - - 10,683 - - - - 10,688
−Removed: Conversion of Class B stock into Class A stock 181,393 2 ( 181,393 ) ( 2 ) - - - - - -
+Added: Exercise of stock options 38,240 - - - 329 - - - - 329
Acquisition of Class A treasury stock - - - - ( 62 ) - - 1,079,415 ( 10,394 ) ( 10,456 )
−Removed: Balance at July 2, 2023 58,273,747 $ 583 32,348,221 $ 323 $ 388,215 $ 271,083 $ ( 170 ) 25,845,875 $ ( 188,191 ) $ 471,843
+Added: Balance at June 30, 2024 58,792,695 $ 588 32,348,221 $ 323 $ 399,165 $ 264,978 $ ( 127 ) 26,925,290 $ ( 198,585 ) $ 466,342
Net loss - - - - - ( 199,993 ) - - - ( 199,993 )
7 unchanged sentences
Stock-based compensation 841,448 8 - - 11,248 - - - - 11,256
−Removed: Exercise of stock options 32,743 - - - 281 - - - - 281
Acquisition of Class A treasury stock - - - - - - - 289,720 ( 1,164 ) ( 1,164 )
5 unchanged sentences
(in thousands)
−Removed: June 29, 2025 June 30, 2024 July 2, 2023
+Added: June 28, 2026 June 29, 2025 June 30, 2024
Operating activities:
Net loss $ ( 134,765 ) $ ( 199,993 ) $ ( 6,105 )
−Removed: Reconciliation of net loss to net cash (used in) provided by operating activities, net of acquisitions:
+Added: Reconciliation of net loss to net cash provided by (used in) operating activities, net of acquisitions:
Goodwill and intangible impairment 45,154 143,823 19,762
11 unchanged sentences
Other assets and other liabilities 1,944 ( 325 ) 1,317
−Removed: Net cash (used in) provided by operating activities ( 26,363 ) 94,999 115,351
+Added: Net cash provided by (used in) operating activities 18,308 ( 26,363 ) 94,999
Investing activities:
1 unchanged sentence
Capital expenditures ( 31,280 ) ( 41,463 ) ( 38,632 )
−Removed: Purchase of equity investments - - ( 32 )
Net cash used in investing activities ( 31,280 ) ( 44,463 ) ( 42,304 )
5 unchanged sentences
Debt issuance costs - ( 2,215 ) -
−Removed: Net cash (used in) provided by financing activities ( 42,109 ) ( 20,065 ) 30,820
+Added: Net cash used in financing activities ( 22,164 ) ( 42,109 ) ( 20,065 )
Net change in cash and cash equivalents ( 35,136 ) ( 112,935 ) 32,630
3 unchanged sentences
Supplemental Cash Flow Information:
−Removed: - Interest paid amounted to $ 14.4 million, $ 16.3 million, and $ 12.8 million for the years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively.
−Removed: - The Company paid income taxes of approxi mately $ 1.6 million and $ 8.0 million, net of tax refunds, for the years ended June 29, 2025 and June 30, 2024, r espectively, and received refunds of approximately $ 8.8 million , net of tax payments, for the year ended July 2, 2023.
+Added: - Interest paid amounted to $ 15.9 million, $ 14.4 million, and $ 16.3 million for the years ended June 28, 2026, June 29, 2025, and June 30, 2024, respectively.
+Added: - The Company received tax refunds of approxi mately $ 2.6 million, net of tax payments, for the year ended June 28, 2026, and paid i ncome taxes of approxi mately $ 1.6 million, and $ 8.0 million, net of tax refunds, for the years ended June 29, 2025, and June 30, 2024, r espectively.
See accompanying Notes to Consolidated Financial Statements.
4 unchanged sentences
1-800-FLOWERS.COM, Inc.
−Removed: 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.
+Added: 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:
3 unchanged sentences
Napco®, a resource for floral gifts and seasonal décor;
−Removed: DesignPac Gifts, LLC, a manufacturer of gift baskets and towers;
−Removed: Alice’s Table®, a lifestyle business offering fully digital on demand floral, culinary and other experiences to guests across the country;
+Added: DesignPac®, a manufacturer of gift baskets and towers;
and Card Isle®, an e-commerce greeting card service.
6 unchanged sentences
The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30.
−Removed: 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.
+Added: 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.
Use of Estimates
9 unchanged sentences
Depreciation expense is computed using the straight-line method over the assets’ estimated useful lives.
−Removed: Amortization of leasehold improvements and capital leases is computed using the straight-line method over the shorter of the estimated useful lives or the initial lease terms.
+Added: Amortization of leasehold improvements and finance leases is computed using the straight-line method over the shorter of the estimated useful lives or the initial lease terms.
The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use software.
10 unchanged sentences
Property, plant and equipment are reviewed for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable.
−Removed: 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.
+Added: 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 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.
10 unchanged sentences
The Company uses industry accepted valuation models and set criteria that are reviewed and approved by various levels of management.
−Removed: 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.
+Added: 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.
1 unchanged sentence
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.
−Removed: During its quarterly assessment in the third quarter of fiscal 2023, the Company concluded that a triggering event had occurred for its Gourmet Foods & Gift Baskets reporting unit.
−Removed: As such, the Company performed a Step 1 analysis of the reporting unit’s goodwill, intangibles and long-lived assets as of April 2, 2023, and fully impaired the related goodwill, and partially impaired certain tradenames within the reporting unit.
−Removed: The Company concluded that the definite-lived and other long-lived assets of the reporting unit were not impaired.
−Removed: As part of its annual impairment testing date during the fourth quarter of fiscal 2023, the Company completed a step 0 analysis of its Consumer Floral & Gifts reporting unit, the only reporting unit with goodwill at the time, and concluded that it was not "more likely than not" that the fair value of its reporting unit was less than its carrying value.
As of its annual impairment testing date during the fourth quarter of fiscal 2024, the Company completed a step 0 analysis of its Consumer Floral & Gifts and BloomNet reporting units, the only reporting units with goodwill at the time, and concluded that it was not "more likely than not" that the fair values of its reporting units were less than their carrying values.
During its quarterly assessment in the third quarter of fiscal 2025, the Company concluded that a triggering event had occurred for its Consumer Floral & Gifts reporting unit.
−Removed: As such, the Company performed a Step 1 analysis of the reporting unit’s goodwill, intangibles and long-lived assets as of March 30, 2025, and partially impaired the related goodwill, and Personalization Mall tradename within the reporting unit.
+Added: As such, the Company performed a Step 1 analysis of the reporting unit’s goodwill, intangibles and long-lived assets as of March 30, 2025, and partially impaired the related goodwill, and Personalization Mall tradename (an indefinite-lived intangible asset) within the reporting unit.
The Company concluded that the definite-lived and other long-lived assets of the reporting unit were not impaired.
As of its annual impairment testing date during the fourth quarter of fiscal 2025, the Company completed a step 0 analysis of its Consumer Floral & Gifts, BloomNet, and Gourmet Foods & Gift Baskets reporting units and concluded that it was not "more likely than not" that the fair values of its reporting units were less than their carrying values.
−Removed: See Note 7 – Goodwill and Other Intangibles, Net for further information.
+Added: During its quarterly assessment in the third quarter of fiscal 2026, the Company concluded that a triggering event had occurred for its Consumer Floral & Gifts reporting unit.
+Added: As such, the Company performed a Step 1 analysis of the reporting unit’s goodwill, intangibles and long-lived assets as of March 29, 2026, and fully impaired the related goodwill, and partially impaired the Personalization Mall tradename (an indefinite-lived intangible asset) within the reporting unit.
+Added: The Company concluded that the definite-lived and other long-lived assets of the reporting unit were not impaired.
+Added: As of its annual impairment testing date during the fourth quarter of fiscal 2026, the Company completed a step 0 analysis of its BloomNet, and Gourmet Foods & Gift Baskets reporting units and concluded that it was not "more likely than not" that the fair values of its reporting units were less than their carrying values.
+Added: See Note 7 - Goodwill, trademarks with indefinite lives and other intangibles, net for further information.
Other Intangibles, net
13 unchanged sentences
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.
−Removed: 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.
−Removed: As noted in the Goodwill section above, during the third quarter of fiscal 2023, the Company concluded that a triggering event had occurred within its Gourmet Foods & Gift Baskets reporting unit and, as such, performed an impairment test of the indefinite-lived intangibles, which resulted in a partial impairment of certain tradenames within the reporting unit.
−Removed: During the fourth quarter of fiscal 2023, the Company performed a Step 0 analysis and determined that it was not “more likely than not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.
+Added: 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 its quarterly assessment in the second quarter of fiscal 2024, as a result of a decline in the actual and projected revenue for the Company’s Personalization Mall tradename (an 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.
4 unchanged sentences
During the fourth quarter of fiscal 2025, the Company performed a Step 0 analysis for its indefinite-lived intangible assets, and determined that it was not “more likely than not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.
−Removed: See Note 7 – Goodwill and Other Intangibles, Net for further information.
+Added: As noted in the Goodwill section above, during the third quarter of fiscal 2026, the Company concluded that a triggering event had occurred within its Consumer Floral & Gifts reporting unit and, as such, performed an impairment test of the indefinite-lived intangibles, which resulted in a partial impairment of the Personalization Mall tradename within the reporting unit.
+Added: As of its annual impairment testing date during the fourth quarter of fiscal 2026, the Company performed a Step 0 analysis for its indefinite-lived intangible assets, and determined that it was not “more likely than not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.
+Added: See Note 7 - Goodwill, trademarks with indefinite lives and other intangibles, net for further information.
Business Combinations
12 unchanged sentences
Investments in non-marketable equity instruments of private companies, where the Company does not possess the ability to exercise significant influence, are accounted for at cost, less impairment (assessed qualitatively at each reporting period), adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer.
−Removed: These investments are included within “Other assets” in the Company’s consolidated balance sheets.
−Removed: The aggregate carrying amount of the Company’s cost method investments was $ 0.4 million as of June 29, 2025 and $ 2.4 million as of June 30, 2024.
+Added: These investments are included within the “Other assets” line item in the Company’s consolidated balance sheets.
+Added: The Company did not have cost method investments as of June 28, 2026.
+Added: The Company had cost method investments with an aggregate carrying amount of the $ 0.4 million as of June 29, 2025.
Equity investments with a readily determinable fair value
30 unchanged sentences
Deferred revenues primarily relate to e-commerce orders placed, but not shipped, prior to the end of the fiscal period, as well as for subscription programs, including our various food, wine, and plant-of-the-month clubs and our Celebrations Passport® program.
−Removed: Our total deferred revenue, included in "Accrued expenses" on our consolidated balance sheets, as of July 3, 2022, was $ 33.7 million, of which $ 33.1 million was recognized during the year ended July 2, 2023.
−Removed: Our total deferred revenue, as of July 2, 2023, was $ 30.8 million, of which $ 30.2 million was recognized during the year ended June 30, 2024.
+Added: Our total deferred revenue, included in "Accrued expenses" on our consolidated balance sheets, as of July 2, 2023, was $ 30.8 million, of which $ 30.2 million was recognized as revenue during the year ended June 30, 2024.
Our total deferred revenue, as of June 30, 2024, was $ 25.0 million, of which $ 24.4 million was recognized as revenue during the year ended June 29, 2025.
+Added: Our total deferred revenue as of June 29, 2025 was $ 23.7 million, of which, $ 23.5 million was recognized as revenue during the year ended June 28, 2026.
The deferred revenue balance as of June 28, 2026 was $ 19.5 million.
5 unchanged sentences
The Company expenses all advertising costs, with the exception of catalog costs (see Deferred Catalog Costs above), at the time the advertisement is first shown.
−Removed: Advertising expense (including general advertising, catalog costs, and online portal and search expenses) was $ 286.4 million, $ 283.6 million and $ 291.9 million for the years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively.
+Added: Advertising expense (including general advertising, catalog costs, and online portal and search expenses) was $ 230.7 million , $ 286.4 million and $ 283.6 million for the years ended June 28, 2026, June 29, 2025, and June 30, 2024, respectively.
Technology and Development
24 unchanged sentences
Net Income (Loss) Per Share
−Removed: Basic net income (loss) per common share is computed by dividing the net income during the period by the weighted average number of common shares outstanding during the period.
+Added: Basic net income (loss) per common share is computed by dividing the net income (loss) during the period by the weighted average number of common shares outstanding during the period.
Diluted net income per common share is computed by dividing the net income during the period by the sum of the weighted-average number of common shares outstanding during the period and the potential dilutive common shares (consisting of employee stock options and unvested restricted stock awards).
Diluted net loss per common share is computed using the weighted-average number of common shares outstanding during the period and excludes the dilutive potential common shares (consisting of unvested restricted stock awards), as their inclusion would be antidilutive.
−Removed: As a result of the net loss for the years ended June 29, 2025, June 30, 2024 , and July 2, 2023, there is no dilutive impact to the net loss per share calculation.
+Added: As a result of the net loss for the years ended June 28, 2026, June 29, 2025, and June 30, 2024, there is no dilutive impact to the net loss per share calculation.
Recently Issued Accounting Pronouncements - Adopted
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures .
−Removed: ASU 2023-07 requires enhanced disclosures about significant segment expenses, includes enhanced interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements.
−Removed: The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: ASU 2023-07 is to be applied retrospectively to all prior periods presented in the financial statements.
−Removed: The Company adopted this standard in the fourth quarter of fiscal 2025.
−Removed: See Note 17 - Business Segments for the additional disclosures required per this standard.
−Removed: Recently Issued Accounting Pronouncements
−Removed: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures .
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Additionally, the amendment requires disaggregated information pertaining to taxes paid, net of refunds received, for federal, state, and foreign income taxes.
−Removed: The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and allows for either a prospective or retrospective approach on adoption.
+Added: The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and allows for either a prospective or retrospective approach on adoption.
+Added: The Company adopted ASU 2023-09 prospectively in the fourth quarter of fiscal 2026.
+Added: See Note 12 – Income Taxes for the additional disclosures required under this standard.
+Added: Recently Issued Accounting Pronouncements
+Added: In December 2025, the FASB issued ASU 2025-12, Codification Improvements .
+Added: ASU 2025-12 includes changes that clarify, correct errors in, or make other minor improvements to a broad range of topics that are intended to make them easier to understand and apply, including ASC 260, Earnings Per Share , ASC 325, Investments – Other .
+Added: The amendments in ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim reporting periods within those reporting periods, with early adoption permitted.
+Added: Entities are required to apply the amendments to ASC 260 retrospectively.
+Added: All other amendments may be applied prospectively or retrospectively.
The Company is currently evaluating the impact of ASU 2025-12 on its consolidated financial statements and related disclosures.
+Added: In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements .
+Added: ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations.
+Added: The ASU does not introduce significant changes to recognition or measurement guidance.
+Added: The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: ASU 2025-11 allows for either a prospective or retrospective approach on adoption.
+Added: The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related disclosures.
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal – Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal – Use Software, which amends certain aspects of the accounting and disclosure of software costs under ASC 350-40, Intangibles – Goodwill and Other – Internal – Use Software .
+Added: ASU 2025-06 replaces the prior “project stage” model and provides a principles-based framework for cost recognition and capitalization, incorporates website development guidance from ASC 350-50, Intangibles — Goodwill and Other — Website Development Costs , into a new internal-use software framework, and clarifies disclosure requirements.
+Added: The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.
+Added: ASU 2025-06 allows for a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or a retrospective transition approach on adoption.
+Added: The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):
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ASU 2024-03 requires enhanced disclosures about a business entity's expenses, includes enhanced interim disclosure requirements, and requires additional disclosure about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.
−Removed: The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: In January 2025, the FASB issued ASU 2025-01, which amended ASU 2024-03, to clarify its effective date.
+Added: The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
ASU 2024-03 allows for either a prospective or retrospective approach on adoption.
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The following table sets forth the computation of basic and diluted net loss:
−Removed: June 29, 2025 June 30, 2024 July 2, 2023
+Added: June 28, 2026 June 29, 2025 June 30, 2024
(in thousands, except per share data)
5 unchanged sentences
Diluted $ ( 2.11 ) $ ( 3.13 ) $ ( 0.09 )
−Removed: Due to our net loss for the fiscal years ended June 29, 2025, June 30, 2024, and July 2, 2023, all common stock equivalents including stock options and unvested restricted stock awards have been excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive to the computation.
−Removed: See Note 14 - St ock Based Compensation for further information on outstanding stock options and non-vested restricted stock.
+Added: Due to our net loss for the fiscal years ended June 28, 2026, June 29, 2025, and June 30, 2024, all common stock equivalents including stock options and unvested restricted stock awards have been excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive to the computation.
+Added: See Note 14 - Stock based compensation for further information on outstanding stock options and non-vested restricted stock.
Acquisition of Scharffen Berger®
−Removed: 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.
+Added: On July 1, 2024, the Company completed its acquisition of certain assets of Scharffen Berger®, a chocolate manufacturer, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets segment.
The Company used cash on hand to fund the purchase.
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Card Isle annual revenues and results of operations, based on its most recently available financial information, are deemed immaterial to the Company's consolidated financial statements and, as such, pro forma results of operations have not been presented.
−Removed: Acquisition of Things Remembered
−Removed: 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.
−Removed: The Company used cash on hand to fund the $ 5.0 million purchase, which included the intellectual property, customer list, certain inventory, and equipment.
−Removed: The acquisition did not include Things Remembered retail stores.
−Removed: Things Remembered’s annual revenues from its e-commerce operations, based on its most recently available unaudited financial information was $ 30.4 million for the twelve months ended November 30, 2022.
−Removed: The total consideration of $ 5.0 million was preliminarily allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values, as a result of information that was available as of the date of acquisition.
−Removed: During the quarter ended December 31, 2023, the Company finalized its purchase price allocation, resulting in immaterial adjustments to the preliminary carrying value of the respective recorded assets and the residual amount that was allocated to goodwill.
−Removed: The consideration transferred was allocated to goodwill of $ 1.9 million (deductible for income tax purposes), trademarks of $ 0.8 million (indefinite life), customer lists of $ 0.8 million ( 3 -year life), inventory of $ 1.1 million, and equipment of $ 0.4 million.
−Removed: Operating results of the Things Remembered business are reflected in the Company’s consolidated financial statements from the date of acquisition within the Consumer Floral & Gifts segment.
−Removed: Pro forma results of operations have not been presented, as the impact on the Company’s consolidated financial results was not material.
The Company’s inventory, valued at the lower of cost or net realizable value, includes purchased and manufactured finished goods for sale, packaging supplies, crops, raw material ingredients for manufactured products and associated manufacturing labor, and is classified as follows:
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Property, plant and equipment, net
+Added: The Company’s property, plant and equipment, net consists of the following:
June 28, 2026 June 29, 2025
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Property, plant and equipment, net $ 194,216 $ 215,596
−Removed: Depreciation expense for the years ended June 29, 2025, June 30, 2024, and July 2, 2023 was $ 51.6 million, $ 49.3 million, and $ 49.5 million, respectively.
−Removed: Goodwill and Other Intangibles, Net
+Added: Depreciation expense for the years ended June 28, 2026, June 29, 2025, and June 30, 2024 was $ 52.3 million, $ 51.6 million, and $ 49.3 million, respectively.
+Added: Goodwill, trademarks with indefinite lives and other intangibles, net
The following table presents goodwill by segment and the related change in the net carrying amount:
2 unchanged sentences
(in thousands)
−Removed: Balance at July 2, 2023 (a) $ 153,376 $ - $ - $ 153,376
−Removed: Measurement period adjustment for Things Remembered 201 - - 201
−Removed: Acquisition of Card Isle - 2,960 - 2,960
−Removed: Balance at June 30, 2024 (a) $ 153,577 $ 2,960 $ - $ 156,537
+Added: Balance at June 30, 2024 (1) $ 153,577 $ 2,960 $ - $ 156,537
Acquisition of Scharffen Berger - - 111 111
Impairment ( 119,023 ) - - ( 119,023 )
−Removed: Balance at June 29, 2025 (b) $ 34,554 $ 2,960 $ 111 $ 37,625
−Removed: (a) The total carrying value of goodwill is reflected net of $ 133.4 million of accumulated impairment charges related to the Gourmet Foods & Gift Baskets reporting unit.
−Removed: (b) The total carrying value of goodwill is reflected net of $ 252.4 million of accumulated impairment charges, of which $ 119.0 million is related to the Consumer Floral & Gifts reporting unit and $ 133.4 million is related to the Gourmet Foods & Gift Baskets reporting unit.
−Removed: The Company’s other intangible assets, net consist of the following:
+Added: Balance at June 29, 2025 (2) $ 34,554 $ 2,960 $ 111 $ 37,625
+Added: Impairment ( 34,554 ) - - ( 34,554 )
+Added: Balance at June 28, 2026 (3) $ - $ 2,960 $ 111 $ 3,071
+Added: (1) The total carrying value of goodwill is reflected net of $ 133.4 million of accumulated impairment charges related to the Gourmet Foods & Gift Baskets reporting unit.
+Added: (2) The total carrying value of goodwill is reflected net of $ 252.4 million of accumulated impairment charges, of which $ 119.0 million is related to the Consumer Floral & Gifts reporting unit and $ 133.4 million is related to the Gourmet Foods & Gift Baskets reporting unit.
+Added: (3) The total carrying value of goodwill is reflected net of $ 287.0 million of accumulated impairment charges, of which $ 153.6 million is related to the Consumer Floral & Gifts reporting unit and $ 133.4 million is related to the Gourmet Foods & Gift Baskets reporting unit.
+Added: The Company’s trademarks with indefinite lives and other intangible assets, net consists of the following:
June 28, 2026 June 29, 2025
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Total identifiable intangible assets $ 115,902 $ 38,525 $ 77,377 $ 126,686 $ 37,322 $ 89,364
−Removed: (1) The amortization of intangible assets for the years ended June 29, 2025, June 30, 2024 and July 2, 2023 was $ 2.0 million, $ 4.4 million and $ 4.2 million, respectively.
+Added: (1) The amortization of intangible assets for the years ended June 28, 2026, June 29, 2025 and June 30, 2024 was $ 1.3 million, $ 2.0 million and $ 4.4 million, respectively.
Future estimated amortization expense is as follows:
−Removed: 2026 - $ 1.4 million, 2027 - $ 0.6 million, 2028 -$ 0.3 million, 2029 -$ 0.2 million, 2030 -$ 0.1 million, and thereafter -$ 0.1 million.
−Removed: During the third quarter of fiscal 2023, due to adverse macroeconomic conditions, a sustained decline in the Company’s market capitalization, and downward adjustments to its business forecast, the Company concluded that a triggering event had occurred that required an interim impairment assessment of the goodwill, intangibles and other long-lived assets of the Gourmet Foods & Gift Baskets reporting unit as of April 2, 2023.
−Removed: Based on the impairment assessment performed during the quarter ended April 2, 2023, the Company recorded a non-cash goodwill and intangible impairment charge against its Gourmet Foods & Gift Baskets reporting unit of $ 64.6 million, comprised of $ 62.3 million, which was attributable to goodwill, and $ 2.3 million, which was attributable to certain tradenames within the same reporting unit.
−Removed: The Company concluded that the definite-lived and other long-lived assets of the reporting unit were not impaired.
−Removed: As of its annual impairment testing date during the fourth quarter of fiscal 2023, the Company completed a step 0 analysis of its Consumer Floral & Gifts reporting unit, the only reporting unit with goodwill at that time, and its indefinite-lived intangibles and concluded that it was not “more likely than not” that the fair values were less than their carrying values.
+Added: 2027 - $ 0.6 million, 2028 - $ 0.3 million, 2029 - $ 0.2 million, 2030 - $ 0.1 million, and 2031 - $ 0.1 million.
During its quarterly assessment in the second quarter of fiscal 2024, as a result of a decline in the actual and projected revenue for the Company’s Personalization Mall tradename (an 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.
3 unchanged sentences
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.
−Removed: During the fourth quarter of fiscal 2024, the Company performed a Step 0 analysis for its Consumer Floral & Gifts and BloomNet reporting units, the only reporting units with goodwill, and its indefinite-lived intangible assets, excluding its Personalization Mall tradename, and determined that it was not “more likely than not” that the fair values were less than their carrying amounts.
+Added: During the fourth quarter of fiscal 2024, the Company performed a Step 0 analysis for its Consumer Floral & Gifts and BloomNet reporting units, the only reporting units with goodwill at that time, and its indefinite-lived intangible assets, excluding its Personalization Mall tradename, and determined that it was not “more likely than not” that the fair values were less than their carrying amounts.
For the Company’s Personalization Mall tradename, the Company performed a quantitative test, which determined that the estimated fair value of the Company's intangible asset exceeded its respective carrying value.
1 unchanged sentence
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 the goodwill, intangibles and other long-lived assets for its Consumer Floral & Gifts reporting unit as of March 30, 2025.
+Added: 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 Personalization Mall tradename within the same reporting unit.
+Added: The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.
+Added: In the fourth quarter of fiscal 2025, the Company recorded an immaterial adjustment of $ 5.6 million to increase the previously recognized non-cash goodwill impairment charge.
+Added: 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.
+Added: During the fourth quarter of fiscal year 2025, the Company performed a Step 0 analysis for its goodwill and its indefinite-lived intangible assets, and determined that it was not “more likely than not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.
+Added: During the third quarter of fiscal 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.
+Added: 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.
The Company performed its goodwill impairment test by comparing the fair value of its Consumer Floral & Gifts reporting unit to its respective carrying value.
1 unchanged sentence
The Company used industry accepted valuation models and set criteria that were reviewed and approved by various levels of management.
−Removed: 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.
+Added: Under the income approach, the Company used a discounted cash flow methodology that required management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, perpetual growth rates, and long-term discount rates, among others.
For the market approach, the Company used the guideline public company method.
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As discussed above, 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.
+Added: Indefinite-lived intangible assets’ fair values require significant judgments in determining both the assets’ estimated cash flows driven by forecasted revenues as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.
The Company’s impairment test for definite-lived and other long-lived assets was performed through a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of the asset or asset group to its carrying value.
−Removed: 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 Personalization Mall tradename within the same reporting unit.
+Added: Based on the impairment assessment performed for the period ended March 29, 2026, the Company recorded a non-cash goodwill and intangible impairment charge of $ 45.2 million, comprised of $ 34.6 million attributable to the Consumer Floral & Gifts reporting unit's goodwill and $ 10.6 million attributable to the Personalization Mall tradename (indefinite-lived intangible asset) within the same reporting unit.
The Company concluded that definite-lived and other long-lived assets of the reporting unit were not impaired.
−Removed: In the fourth quarter of fiscal 2025, the Company recorded an immaterial adjustment of $ 5.6 million to increase the previously recognized non-cash goodwill impairment charge.
−Removed: 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.
−Removed: During the fourth quarter of fiscal year 2025, the Company performed a Step 0 analysis for its goodwill and its indefinite-lived intangible assets, and determined that it was not “more likely than not” that the fair values of its indefinite-lived intangibles were less than their carrying amounts.
−Removed: Additional Goodwill and Indefinite-Lived Intangible Asset Considerations
+Added: As of its annual impairment testing date during the fourth quarter of fiscal 2026, the Company completed a step 0 analysis of its BloomNet, and Gourmet Foods & Gift Baskets reporting units and concluded that it was not "more likely than not" that the fair values of its reporting units were less than their carrying values.
+Added: Additional indefinite-lived intangible asset considerations
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors.
−Removed: Estimating the fair value of goodwill and indefinite-lived intangible assets requires the Company to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions.
−Removed: These assumptions and estimates include estimated future annual net cash flows, income tax considerations, discount rates, long-term growth rates, royalty rates, and other market factors.
−Removed: If current expectations of future growth rates and margins are not met, if market factors outside of our control change, such as discount rates, market capitalization, income tax rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then goodwill or indefinite-lived intangible assets might become impaired in the future.
−Removed: As described above, goodwill for the Company’s Consumer Floral & Gifts reporting unit and the Company’s Personalization Mall tradename were impaired during the quarter ended March 30, 2025 and were written down to their respective fair values 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.
−Removed: The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036.
−Removed: While most lease agreements are of a long-term nature (over a year), the Company also enters into short-term leases, primarily for seasonal needs.
+Added: Estimating the fair value of indefinite-lived intangible assets requires the Company to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions.
+Added: These assumptions and estimates include the assets' estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value.
+Added: If current expectations of future revenue growth rates and margins are not met, if market factors outside of our control change, such as discount rates, income tax rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then indefinite-lived intangible assets might become impaired in the future.
+Added: As described above, the Company’s Personalization Mall tradename was impaired during the quarter ended March 29, 2026 and was written down to its fair value resulting in zero excess fair value over the carrying amount as of the impairment test date, resulting in a risk of future impairment if any assumptions, estimates, or market factors change in the future.
+Added: T he Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal 2036.
+Added: W hile most lease agreements are of a long-term nature (over a year), the Company also enters into short-term leases, primarily for seasonal needs.
Lease agreements may contain renewal options and rent escalation clauses and require the Company to pay real estate taxes, insurance, common area maintenance and operating expenses applicable to the leased properties.
11 unchanged sentences
As these leases expire, it can be expected that in the normal course of business they will be renewed or replaced.
−Removed: Renewal option periods are included in the measurement of lease liability, where the exercise is reasonably certain to occur.
+Added: Renewal option periods are included in the measurement of the lease liability, where the exercise is reasonably certain to occur.
Key estimates and judgments in accounting for leases include how the Company determines:
34 unchanged sentences
Accrued expenses $ 118,961 $ 109,887
+Added: Severance and restructuring charges
+Added: During the years ended June 28, 2026 and June 29, 2025, the Company recorded severance and restructuring charges of $ 12.3 million and $ 5.8 million, respectively, primarily related to an enterprise reduction in workforce focused on reducing costs and streamlining the organization.
+Added: These costs are primarily included within the “ General and administrative ” line item in the consolidated statement of operations.
+Added: At June 28, 2026, the Company had $ 4.3 million recorded related to these charges within the “Accrued expenses” line item in the consolidated balance sheet.
+Added: The Company expects the majority of these costs to be paid in the next 12 months.
Long-term debt, net
8 unchanged sentences
Long-term debt, net $ 112,176 $ 134,764
−Removed: On June 27, 2023, the Company, certain of its U.S.
−Removed: subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Third Amended and Restated Credit Agreement (the “Third Restated Credit Agreement”).
−Removed: The Third Restated Credit Agreement amended and restated the Company’s Second Amended and Restated Credit Agreement, dated as of May 31, 2019 (as amended by the First Amendment, dated as of August 20, 2020, the Second Amendment, dated as of November 8, 2021, and the Third Amendment, dated as of August 29, 2022).
−Removed: The Third Restated Credit Agreement, among other modifications:
−Removed: (i) increased the amount of the outstanding term loan (“Term Loan”) to $ 200.0 million, (ii) decreased the amount of the commitments in respect of the revolving credit facility to $ 225.0 million, subject to a seasonal reduction to an aggregate amount of $ 125.0 million for the period from January 1 to August 1 of each year, (iii) extended the maturity date of the outstanding Term Loan and the revolving credit facility to June 27, 2028, and (iv) increased the applicable interest rate margins for SOFR and base rate loans by 25 basis points.
−Removed: On January 28, 2025, the Company, certain of its U.S.
−Removed: subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a First Amendment (the “First Amendment”) to the Third Restated Credit Agreement.
−Removed: The First Amendment amended the Third Restated Credit Agreement (the Third Restated Credit Agreement, as amended by the First Amendment, the “Amended Third Restated Credit Agreement”) by, among other modifications, (i) revising the definition of “Consolidated EBITDA” to (x) provide that extraordinary, unusual or non-recurring cash expenses or losses may be added back to Consolidated Net Income in the calculation of Consolidated EBITDA, (y) clarify that expenses or losses in connection with the implementation or integration of operational systems, information technology or similar upgrades are deemed to constitute extraordinary, unusual or non-recurring expenses or losses, and (z) include an additional add-back to Consolidated EBITDA for the amount of any restructuring charge, accrual, reserve (and increases to existing reserves) or expense, (ii) clarifying the application of optional prepayments of Term Loans under the Amended Third Restated Credit Agreement toward scheduled principal payments of such Term Loans, and (iii) revising the definition of “Consolidated Fixed Charges” to clarify that applicable scheduled principal payments of indebtedness are included in Consolidated Fixed Charges only to the extent not offset by the application of prepayments of such indebtedness.
−Removed: On May 6, 2025 (the “Effective Date”), the Company, certain of its U.S.
−Removed: subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a Second Amendment (the “Second Amendment”) to the Third Restated Credit Agreement.
−Removed: The Second Amendment amended the Amended Third Restated Credit Agreement (the Amended Third Restated Credit Agreement, as amended by the Second Amendment, the “Existing Credit Agreement”) by, among other modifications, (i) replacing the financial covenants set forth therein with a minimum liquidity financial covenant until the end of the Company’s fiscal quarter ending December 27, 2026, (ii) decreasing the minimum fixed charge coverage ratio and increasing the maximum leverage ratio, in each case, required to be maintained by the Company for the period consisting of the fiscal quarter ending December 27, 2026 through the fiscal quarter ending March 28, 2027 (the period from the Effective Date through March 28, 2027, during which the foregoing modifications are in effect, the “Applicable Period”), (iii) increasing the (x) applicable interest rate margins for SOFR and base rate loans to 350 and 250 basis points, respectively and (y) the applicable commitment fee in respect of undrawn commitments under the revolving credit facility to 50 basis points, in each case, during the period (such period, the “Affected Period”) from the Effective Date until the date the Company has (x) demonstrated compliance with the financial covenants as in effect under the Amended Third Restated Credit Agreement and (y) if applicable, elected to exit the Applicable Period, (iv) decreasing the amount of the commitments in respect of the revolving credit facility to $ 205.0 million, subject to a seasonal reduction to an aggregate amount of $ 125.0 million (or, during the Affected Period, $ 50.0 million) for the period from January 1 to July 1 of each year, and (v) imposing, during the Affected Period, additional conditions to borrowing under the revolving credit facility and additional prepayment obligations with respect to the revolving credit facility and the Term Loan.
+Added: The Company, certain of its U.S.
+Added: subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, are party to a Third Amended and Restated Credit Agreement (the “Third Restated Credit Agreement” and, as amended by that certain First Amendment (the “First Amendment”), dated as of January 28, 2025, and that certain Second Amendment (the “Second Amendment”), dated as of May 6, 2025, the “Amended Third Restated Credit Agreement,” and the Amended Third Restated Credit Agreement as amended by that certain Third Amendment, dated as of September 9, 2026 (the “Third Amendment”), the “Existing Credit Agreement”).
+Added: On September 9, 2026, the Company, certain of its U.S.
+Added: subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into the Third Amendment to the Amended Third Restated Credit Agreement.
+Added: The Third Amendment amended the Amended Third Restated Credit Agreement by, among other modifications, (i) replacing the financial covenants set forth therein with (x) a minimum liquidity financial covenant until the end of the Company’s fiscal quarter ending September 26, 2027 and (y) a minimum consolidated EBITDA financial covenant for the period of the fiscal quarter ending December 26, 2027 through the end of the Affected Period (as defined below), (ii) modifying the negative covenant restricting asset sales and the corresponding obligation to make mandatory prepayments of the Term Loan (as defined below) with the proceeds of certain asset sales, in each case, as in effect during the Affected Period, to expand the existing permissions for asset sales and permit the Company to retain a portion of the proceeds of certain asset sales, up to $ 30.0 million in the aggregate, after the Company has used a portion of such proceeds to make a prepayment of the Term Loan of at least $ 15.0 million, (iii) imposing additional restrictions on the ability of the Company and its U.S.
+Added: subsidiaries that are guarantors under the Existing Credit Agreement to transfer material intellectual property to the Company’s subsidiaries that are not guarantors under the Existing Credit Agreement, (iv) requiring the Company to participate in monthly conference calls with the lenders under the Existing Credit Agreement, and (v) imposing during the Affected Period additional prepayment obligations with respect to the revolving credit facility.
For each borrowing under the Existing Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either:
2 unchanged sentences
The effective interest rate as of June 28, 2026 related to the Company's outstanding borrowings was 7.2 %.
−Removed: The principal of the Term Loan is payable under the Existing Credit Agreement at a rate of $ 2.5 million for the first 7 quarterly installments beginning on September 29, 2023.
−Removed: During the three months ended December 29, 2024, the Company elected to optionally pay down $ 25.0 million against the outstanding Term Loan balance.
−Removed: This payment was applied toward the foregoing installment payments required to be made prior to the Effective Date in direct order of maturity.
−Removed: Pursuant to the Second Amendment, the principal of the Term Loan will be subject to a quarterly payment of $ 3.0 million, commencing on September 26, 2025 , increasing to a quarterly payment of $ 6.0 million for the next 10 payments, with the remaining balance of $ 97.0 million due upon maturity on June 27, 2028 .
−Removed: Future principal Term Loan payments under the Credit Agreement are as follows:
−Removed: $ 21.0 million – fiscal 2026 , $ 24.0 million – fiscal 2027 , and $ 115.0 million – fiscal 2028 .
−Removed: The Existing Credit Agreement requires that, while any borrowings or commitments are outstanding, the Company comply with certain financial covenants and certain affirmative covenants and negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments, make certain restricted payments and, during the Affected Period, hold cash deposits in accounts not maintained with lenders under the Existing Credit Agreement or their affiliates.
+Added: The principal of the outstanding term loan under the Existing Credit Agreement (the "Term Loan") was subject to a quarterly payment of $ 3.0 million on September 26, 2025, and is subject to quarterly payments of $ 6.0 million for the subsequent 10 payments, with the remaining balance of $ 97.0 million due upon maturity on June 27, 2028.
+Added: Future principal Term Loan payments are as follows:
+Added: $ 24.0 million – fiscal 2027 and $ 115.0 million – fiscal 2028.
+Added: The Existing Credit Agreement requires that, while any borrowings or commitments are outstanding, the Company comply with certain financial covenants and certain affirmative covenants and negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, (i) incur additional indebtedness, (ii) make certain investments, (iii) make certain restricted payments and, (iv) during the period (the “Affected Period”) from May 6, 2025 until the earlier of (A) June 26, 2028 and (B) the date the Company has (x) demonstrated compliance with the financial covenants as in effect under the Third Restated Credit Agreement as amended by the First Amendment and (y) if applicable, elected to terminate the applicable period during which various applicable modifications set forth in the Second Amendment and the Third Amendment are in effect, hold cash deposits in accounts not maintained with lenders under the Existing Credit Agreement or their affiliates.
The Company was in compliance with these covenants as of June 28, 2026.
3 unchanged sentences
Although no trading market exists, the Company believes that the carrying amount of its debt approximates fair value due to its variable nature (these are level 2 investments).
−Removed: The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment, when an event or circumstances indicate that an other-than-temporary decline in value may have occurred.
+Added: The Company’s investments in non-marketable equity instruments of private companies are carried at cost and are periodically assessed for other-than-temporary impairment when an event or circumstance indicates that an other-than-temporary decline in value may have occurred.
The Company’s remaining financial assets and liabilities are measured and recorded at fair value (see table below).
23 unchanged sentences
Significant components of the income tax provision are as follows:
−Removed: June 29, 2025 June 30, 2024 July 2, 2023
+Added: June 28, 2026 June 29, 2025 June 30, 2024
(in thousands)
3 unchanged sentences
Foreign — 176 —
−Removed: Current income tax (benefit) expense ( 641 ) 11,935 2,548
+Added: Current income tax expense (benefit) 689 ( 641 ) 11,935
Deferred provision (benefit):
4 unchanged sentences
Income tax (benefit) expense $ ( 4 ) $ ( 13,364 ) $ 203
−Removed: A reconciliation of the U.S.
−Removed: federal statutory tax rate to the Company’s effective tax rate is as follows:
−Removed: June 29, 2025 June 30, 2024 July 2, 2023
+Added: The Company adopted ASU 2023-09 Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures on a prospective basis beginning with the year ended June 28, 2026.
+Added: The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S.
+Added: federal statutory tax amount and rate to the Company’s actual effective amount and rate for the year ended June 28, 2026:
+Added: Year Ended June 28, 2026
+Added: Amount Percent
+Added: (in thousands)
+Added: federal statutory rate $ ( 28,301 ) 21.0 %
+Added: State and local income tax, net of federal income tax effect (1) 296 ( 0.2 )
+Added: Research and development credit ( 1,905 ) 1.4
+Added: Work opportunity tax credits ( 329 ) 0.2
+Added: Changes in valuation allowances 26,293 ( 19.5 )
+Added: Non-taxable or non-deductible items:
+Added: Share-based compensation 2,947 ( 2.2 )
+Added: Executive compensation 133 ( 0.1 )
+Added: Changes in unrecognized tax benefits 523 ( 0.4 )
+Added: Other adjustments 339 ( 0.2 )
+Added: Effective tax rate $ ( 4 ) 0.0 %
+Added: (1) State taxes in Texas and New York, and local taxes in Ohio accounted for the majority (greater than 50%) of the tax effect in this category.
+Added: The following table presents the required disclosures prior to the Company’s adoption of ASU 2023-09 and reconciles the U.S.
+Added: federal statutory tax rate to the Company’s effective tax rate for the years ended June 29, 2025 and June 30, 2024 as follows:
+Added: June 29, 2025 June 30, 2024
statutory rates 21.0 % 21.0 %
18 unchanged sentences
Deferred compensation 7,986 7,242
−Removed: Operating lease liability 29,002 30,763
+Added: Operating lease liabilities 28,140 29,002
+Added: Interest limitation carryforward 5,313 2,634
Other intangibles 27,362 20,604
3 unchanged sentences
Deferred income tax liabilities:
−Removed: Other intangibles — ( 10,693 )
Tax in excess of book depreciation ( 22,067 ) ( 25,409 )
−Removed: Operating lease right-of-use asset ( 26,973 ) ( 28,639 )
+Added: Operating lease right-of-use assets ( 25,713 ) ( 26,973 )
Deferred tax liabilities ( 47,780 ) ( 52,382 )
−Removed: Net deferred income tax liabilities $ ( 6,679 ) $ ( 19,402 )
+Added: Deferred tax liabilities, net $ ( 5,986 ) $ ( 6,679 )
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.
3 unchanged sentences
In completing this evaluation, the Company considers available positive and negative evidence.
−Removed: Such evidence includes historical operating results, the existence of cumulative earnings and losses in the most recent fiscal years, taxable income in prior carryback year(s) if permitted under the tax law, the time period over which our temporary differences will reverse, the implementation of feasible and prudent tax planning strategies, and expectations for future pre-tax operating income.
+Added: Such evidence includes historical operating results, the existence of cumulative earnings and losses in the most recent fiscal years, taxable income in prior carryback year(s) if permitted under the tax law, the time period over which the Company's temporary differences will reverse, the implementation of feasible and prudent tax planning strategies, and expectations for future pre-tax operating income.
Estimating future taxable income is inherently uncertain and requires judgment.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of this evidence, it is more likely than not that all or a portion of the recorded deferred tax assets will not be realized in future periods.
−Removed: During fiscal 2025, the Company completed a detailed analysis of future taxable income, focused on the scheduling of temporary differences that are expected to reverse in periods where the Company anticipates taxable income.
−Removed: Due to the goodwill and intangible impairment charge recorded during fiscal 2025, deferred tax liabilities were reduced to an amount whereby the lack of sufficient reversing taxable temporary differences is significant evidence considered by the Company in recording a $ 35.9 million valuation allowance.
−Removed: At the time of the impairment, the Company was in a three-year cumulative loss position and had not identified any tax planning strategies to support the deferred tax asset realizability.
−Removed: Additionally, the impairment charge reduced previously available deferred tax liabilities that had supported the realization of deferred tax assets.
−Removed: During fiscal 2024, the Company recorded valuation allowances of $ 1.7 million relating to certain state and foreign jurisdictions.
−Removed: As of June 30, 2024, the Company had valuation allowances of $ 4.9 million primarily related to certain state and foreign net operating losses.
+Added: During fiscal 2025, due to the goodwill and intangible impairment charge and the Company’s three-year cumulative loss position, the Company completed a detailed analysis of future taxable income, focused on the scheduling of temporary differences that were expected to reverse in periods where the Company anticipated taxable income.
+Added: The analysis, along with no identified tax planning strategies, resulted in sufficient evidence that it is more likely than not that certain deferred tax assets would not be realized in future periods and an additional $ 35.9 million valuation allowance was recorded, resulting in a valuation allowance of $ 40.6 million as of June 29, 2025.
+Added: During fiscal 2026, the valuation increased by $ 31.2 million resulting in a valuation allowance of $ 71.8 million as of June 28, 2026.
+Added: The increase in valuation allowance primarily relates to the Company’s continued losses during fiscal 2026.
+Added: The below table presents the changes in the Company's valuation allowance:
+Added: June 28, 2026 June 29, 2025
+Added: (in thousands)
+Added: Valuation allowance - beginning balance $ 40,581 $ 4,868
+Added: Additions charged to income tax benefit 31,201 35,958
+Added: Allowances taken or written off ( 15 ) ( 245 )
+Added: Valuation allowance - ending balance $ 71,767 $ 40,581
The Company files income tax returns in the U.S.
5 unchanged sentences
The Company's foreign income tax filings from fiscal 2019 forward are open for examination by its respective foreign tax authorities, mainly Canada and Brazil.
−Removed: The Company is not currently under examination by federal, state or foreign taxing jurisdictions.
+Added: The Company is not currently under examination by federal or foreign taxing jurisdictions.
+Added: The Company is currently under examination in the states of Florida and Illinois for fiscal years 2022 through 2024 and fiscal years 2023 and 2024, respectively.
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
−Removed: At June 29, 2025, the Company has an unrecognized tax benefit, including accrued interest and penalties, included within the “Other liabilities” line item in the consolidated balance sheets, of approximately $ 3.4 million all of which if fully recognized would impact our effective tax rate.
−Removed: The Company believes that $ 0.3 million of the unrecognized tax positions will be resolved over the next twelve months.
+Added: At June 28, 2026, the Company has an unrecognized tax benefit, including accrued interest and penalties of approximately $ 4.1 million, which is included within the "Other liabilities" line item in the consolidated balance sheet.
+Added: To the extent these unrecognized tax benefits are ultimately recognized, approximately $ 3.5 million will impact the Company’s effective tax rate and $ 0.6 million will be offset by a valuation allowance in future periods.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
−Removed: June 29, 2025 June 30, 2024 July 2, 2023
+Added: June 28, 2026 June 29, 2025 June 30, 2024
(in thousands)
5 unchanged sentences
Ending balance $ 3,302 $ 2,760 $ 2,780
+Added: A reconciliation of cash paid for income taxes, net of refunds received, is as follows:
+Added: June 28, 2026
+Added: (in thousands)
+Added: federal $ ( 2,421 )
+Added: state and local
+Added: California (1) ( 135 )
+Added: Illinois (1) ( 176 )
+Added: Texas (1) 144
+Added: Income taxes paid, net of refunds $ ( 2,576 )
+Added: (1) Income taxes paid (received) in this jurisdiction exceeded 5% of the total income taxes paid (received), net of refunds received.
+Added: The One Big Beautiful Bill Act (“OBBBA”), which was signed into law on July 4, 2025, included various tax law changes, and made permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.
+Added: The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027.
+Added: These provisions and modifications have not had a material impact on the Company’s consolidated financial statements.
+Added: The Company will continue to evaluate the impact of the new legislation on its consolidated financial statements as additional guidance is issued.
Capital stock
4 unchanged sentences
During fiscal 2026, 2025, and 2024, no shares of Class B common stock were converted into shares of Class A common stock.
−Removed: During fiscal 2023, 181,393 shares of Class B common stock were converted into shares of Class A common stock.
The Company has a stock repurchase plan through which purchases can be made from time to time in the open market and through privately negotiated transactions, subject to general market conditions.
2 unchanged sentences
In addition, on February 3, 2022, the Company’s Board of Directors authorized an additional increase to its stock repurchase plan of up to $ 40.0 million.
−Removed: The Company repurchased a total of $ 10.2 million ( 1,274,559 shares), $ 10.4 million ( 1,079,415 shares), and $ 1.2 million ( 147,479 shares) during the fiscal years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively, under this program.
+Added: The Company repurchased a total of $ 1.2 million ( 289,720 shares), $ 10.2 million ( 1,274,559 shares), and $ 10.4 million ( 1,079,415 shares) during the fiscal years ended June 28, 2026, June 29, 2025, and June 30, 2024, respectively, under this program.
Included in the repurchase is stock withheld to cover required employee withholdings upon vesting of restricted stock awards.
As of June 28, 2026, $ 10.2 million remains authorized under the plan.
−Removed: The Company has stock options and restricted stock awards outstanding to participants under the 1-800-FLOWERS.COM 2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 22, 2009, October 28, 2011, September 14, 2016, October 15, 2020, and October 3, 2023, the “Plan”).
+Added: The Company has stock options and restricted stock awards outstanding to participants under the 1-800-FLOWERS.COM 2003 Long Term Incentive and Share Award Plan (as amended and restated as of October 22, 2009, October 28, 2011, September 14, 2016, October 15, 2020, October 3, 2023, and October 9, 2025, the “Plan”).
The Plan is a broad-based, long-term incentive program that is intended to provide incentives to attract, retain and motivate employees, consultants and directors in order to achieve the Company’s long-term growth and profitability objectives.
3 unchanged sentences
The amounts of stock-based compensation expense recognized within operating income (1) in the periods presented are as follows:
−Removed: June 29, 2025 June 30, 2024 July 2, 2023
+Added: June 28, 2026 June 29, 2025 June 30, 2024
(in thousands)
4 unchanged sentences
Stock-based compensation expense is recorded within the following line items of operating expenses:
−Removed: June 29, 2025 June 30, 2024 July 2, 2023
+Added: June 28, 2026 June 29, 2025 June 30, 2024
(in thousands)
5 unchanged sentences
The weighted average fair value of stock options on the date of grant, and the assumptions used to estimate the fair value of the stock options using the Black-Scholes option valuation model, were as follows:
−Removed: June 29, 2025 June 30, 2024 July 2, 2023
−Removed: Weighted average fair value of options granted $ 3.25 $ 6.09 $ 5.13
−Removed: Expected volatility 58 % 56 % 52 %
−Removed: Expected life (in years) 7 7 7.5
−Removed: Risk-free interest rate 4.3 % 3.9 % 4.3 %
−Removed: Expected dividend yield — % — % — %
+Added: June 28, 2026 June 29, 2025 June 30, 2024
+Added: Weighted average fair value of options granted n/a $ 3.25 $ 6.09
+Added: Expected volatility n/a 58 % 56 %
+Added: Expected life (in years) n/a 7 7
+Added: Risk-free interest rate n/a 4.3 % 3.9 %
+Added: Expected dividend yield n/a — % — %
+Added: (1) No options were granted during the fiscal year ended June 28, 2026.
The expected volatility of the option is determined using historical volatilities based on historical stock prices.
16 unchanged sentences
This amount changes based on the fair market value of the Company’s stock.
−Removed: The total intrinsic value of options exercised during the years ended June 29, 2025, June 30, 2024, and July 2, 2023, were $ 0.0 million, $ 0.1 million, and $ 0.0 million, respectively.
+Added: The total intrinsic value of options exercised during the years ended June 28, 2026, June 29, 2025, and June 30, 2024, were $ 0.0 million, $ 0.0 million, and $ 0.1 million, respectively.
As of June 28, 2026, the total future compensation cost related to non-vested options not yet recognized in the statement of operations was $ 4.1 million and the weighted average period over which these awards are expected to be recognized was 2.6 years.
15 unchanged sentences
Participants may elect to make voluntary contributions to the 401(k) plan in amounts not exceeding federal guidelines.
−Removed: On an annual basis, the
−Removed: Company, as determined by its Board of Directors, may make certain discretionary contributions.
+Added: On an annual basis, the Company, as determined by its Board of Directors, may make certain discretionary contributions.
Employees are vested in the Company's contributions based upon years of service.
6 unchanged sentences
The associated plan assets, which are subject to the claims of the creditors, are primarily invested in mutual funds and are included in “Other assets” within the Company’s consolidated balance sheets.
−Removed: The gains (losses) on these investments, which were $ 5.4 million, $ 6.9 million, and ($ 0.8 million), for the years ended June 29, 2025, June 30, 2024, and July 2, 2023, respectively, are included in “Other expense (income), net", with a corresponding offset in "General and administrative" expenses, within the Company’s consolidated statements of operations.
+Added: The gains (losses) on these investments, which were $ 7.7 million, $ 5.4 million, and $ 6.9 million, for the years ended June 28, 2026, June 29, 2025, and June 30, 2024, respectively, are included in “Other income, net", with a corresponding offset in "General and administrative" expenses, within the Company’s consolidated statements of operations.
Commitments and contingencies
8 unchanged sentences
These segments align with how operating results are reviewed by the Company's Chief Executive Officer, as Chief Operating Decision Maker to manage the business, assess performance and allocate resources, and further aligns with our product offerings.
−Removed: • 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.
+Added: • Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization Mall®, and Things Remembered® brands, derives revenues from the sale of consumer floral products and gifts through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise operations.
• BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service offerings.
−Removed: • 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®.
+Added: • Gourmet Foods & Gift Baskets – this segment includes the operations of Harry & David®, Wolferman’s Bakery®, Cheryl’s Cookies®, The Popcorn Factory®, 1-800-Baskets.com®/DesignPac®, Shari’s Berries®, Vital Choice®, and Scharffen Berger®.
Revenue is derived from the sale of gourmet fruits, cookies, baked gifts, premium chocolates and confections, gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish, through the Company’s e-commerce sales channels (telephonic and online sales) and company-owned and operated retail stores under the Harry & David and Cheryl’s Cookies brand names, as well as wholesale operations.
The accounting policies of the segments are the same as those described in Note 2 - Significant accounting policies .
−Removed: The Company evaluates performance for all of its reportable segments based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments.
+Added: The Company evaluates performance for its reportable segments based on contribution margin, which includes only the direct controllable revenue and operating expenses of the segments.
This information is used by the Chief Executive Officer to measure segment profitability, allocate resources, and make budgeting and forecasting decisions about the reportable segments.
The Chief Executive Officer also uses this measure to monitor trends in year-over-year performance and to compare actual results to the Company's budget and forecasts.
−Removed: Management’s measure of profitability for these segments does not include the effect of corporate overhead (see (c) below), nor does it include depreciation and amortization, other expense (income), net and income taxes, or stock-based compensation, which are included within corporate overhead.
+Added: Management’s measure of profitability for these segments does not include the effect of corporate overhead (see (c) below), nor does it include depreciation and amortization, other income, net, income taxes, or stock-based compensation, which are included within corporate overhead.
Sales, cost of revenues, and operating expenses are also provided to the Chief Executive Officer.
15 unchanged sentences
Interest expense 16,959
−Removed: Other (income) expense, net ( 3,514 )
+Added: Other income, net ( 7,450 )
Loss before income taxes $ ( 134,769 )
14 unchanged sentences
Interest expense 15,438
−Removed: Other (income) expense, net ( 6,793 )
+Added: Other income, net ( 3,514 )
Loss before income taxes $ ( 213,357 )
−Removed: Year Ended July 2, 2023
+Added: Year Ended June 30, 2024
Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Total
12 unchanged sentences
Interest expense 17,303
−Removed: Other (income) expense, net 805
+Added: Other income, net ( 6,793 )
Loss before income taxes $ ( 5,902 )
1 unchanged sentence
(b) Other segment items include technology and development and general and administrative expenses.
−Removed: Additionally, the Consumer Floral & Gifts segment includes goodwill and intangible impairment charges of $ 143.8 million and $ 19.8 million for the years ended June 29, 2025 and June 30, 2024, respectively.
−Removed: Other operating expenses for the Gourmet Foods & Gift Baskets segment also includes a goodwill and intangible impairment charge of $ 64.6 million for the year ended July 2, 2023.
+Added: Additionally, the Consumer Floral & Gifts segment includes goodwill and intangible impairment charges of $ 45.2 million, $ 143.8 million and $ 19.8 million for the years ended June 28, 2026, June 29, 2025, and June 30, 2024, respectively.
(c) Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive, and stock-based compensation, as well as changes in the fair value of the Company's NQDC Plan.
1 unchanged sentence
The costs of these functions are included within corporate expenses as they are not directly allocable to a specific segment.
−Removed: The following tables represent a disaggregation of revenue from contracts with customers, by channel:
+Added: The following table represent a disaggregation of revenue from contracts with customers, by channel:
Consumer Floral & Gifts BloomNet Gourmet Foods & Gift Baskets Corporate and Eliminations Consolidated
8 unchanged sentences
2024 June 28,
+Added: 2026 June 29,
+Added: 2025 June 30,
+Added: 2024 June 28,
+Added: 2026 June 29,
+Added: 2025 June 30,
(in thousands)
10 unchanged sentences
Subsequent events
−Removed: On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).
−Removed: The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.
−Removed: ASC 740, “Income Taxes”, requires the tax effects of changes in tax rates and tax law to be recognized in the period in which the legislation is enacted.
−Removed: The Company is still evaluating the impact of the OBBBA and the results of such evaluation, if any, will be reflected in the Company’s Form 10-Q for the quarter ended September 28, 2025, the period of enactment.
+Added: On July 29, 2026, subsequent to June 28, 2026, a fire occurred at the Company’s Hebron, Ohio facility, resulting in damage to certain property and equipment and inventory.
+Added: Because the event occurred after the balance-sheet date, no loss related to the fire has been recognized in the accompanying financial statements as of June 28, 2026.
+Added: The Company maintains insurance coverage for property damage and business interruption and has submitted a claim to its insurance carrier.
+Added: The Company has already received some recovery amounts from the insurance company and is continuing to work with the insurance carrier to finalize the evaluation and settlement of the claim.
+Added: As of the date the financial statements were issued, the facility’s operations had partially resumed.
+Added: The Company continues to assess the extent of the damage and related insurance recoveries;
+Added: however, the ultimate financial impact of the fire could not yet be reasonably estimated.
1-800-FLOWERS.COM, Inc.
10 unchanged sentences
Year Ended June 29, 2025 $ 2,757,000 $ 674,000 $ - $ ( 991,000 ) $ 2,440,000
−Removed: Year Ended July 2, 2023 $ 2,396,000 $ 3,991,000 $ - $ ( 551,000 ) $ 5,836,000
+Added: Year Ended June 30, 2024 $ 5,836,000 $ 251,000 $ - $ ( 3,330,000 ) $ 2,757,000
Valuation allowance for deferred tax assets
1 unchanged sentence
Year Ended June 29, 2025 $ 4,868,000 $ 35,958,000 $ - $ ( 245,000 ) $ 40,581,000
−Removed: Year Ended July 2, 2023 $ 3,096,000 $ 86,000 $ - $ - $ 3,182,000
+Added: Year Ended June 30, 2024 $ 3,182,000 $ 1,882,000 $ - $ ( 196,000 ) $ 4,868,000
Valuation allowance for inventory
1 unchanged sentence
Year Ended June 29, 2025 $ 7,990,000 $ 9,890,000 $ - $ ( 11,100,000 ) $ 6,780,000
−Removed: Year Ended July 2, 2023 $ 11,370,000 $ 3,010,000 $ - $ ( 4,470,000 ) $ 9,910,000
+Added: Year Ended June 30, 2024 $ 9,910,000 $ 8,980,000 $ - $ ( 10,900,000 ) $ 7,990,000
(a) Reduction in reserve due to amounts written off/recovered.
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.