1-800-Flowers (FLWS) FY2026 10-K: Goodwill to Zero, Adjusted EBITDA Down 90%
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GAAP net loss narrowed from $200.0 million to $134.8 million. The company's own adjusted net loss widened from $52.5 million to $77.5 million. Both numbers are in the same 10-K.
RoboSystems initiating coverage · Consumer e-commerce and gifting · Source filing: FY2026 Form 10-K for the 52 weeks ended June 28, 2026, filed September 11, 2026 (accession 0001084869-26-000029). All figures verified live from the SEC XBRL graph via RoboSystems unless attributed otherwise. Not investment advice. No price target.
1. The Hook
1-800-Flowers.com $FLWS just reported a net loss of $134.8 million, down from $200.0 million the year before. On the headline, that is a $65.2 million improvement and the smallest of the two nine-figure losses this filing presents.
Turn to the non-GAAP reconciliation the company puts in its own MD&A and the sign flips. Adjusted net loss widened from $52.5 million to $77.5 million. Adjusted EBITDA, the measure management uses to set incentive compensation and to talk to its lenders, fell from $29.2 million to $2.9 million - a 90 percent decline, and 19 basis points of margin on $1.5 billion of revenue.
The two numbers disagree because the entire headline improvement is an absence. Goodwill and intangible impairment fell from $143.8 million to $45.2 million, a swing of $98.7 million in the company's favour. Everything else got $21.0 million worse. And the write-offs are running out for a reason that is easy to check: the Consumer Floral & Gifts reporting unit's goodwill is now zero, and total goodwill on the balance sheet is $3.1 million against $1.5 billion of sales. Next year there is almost nothing left to take the blame.
2. Company Snapshot
1-800-FLOWERS.COM, Inc. is a Nasdaq-listed gifting conglomerate built by acquisition around three reportable segments. Consumer Floral & Gifts holds the flagship 1-800-Flowers.com brand plus Personalization Mall, Things Remembered and Flowerama. Gourmet Foods & Gift Baskets holds Harry & David, Cheryl's Cookies, The Popcorn Factory, Wolferman's, Shari's Berries, Vital Choice and DesignPac. BloomNet is the florist wire service and wholesale supply network.
The fiscal year ends on the Sunday nearest June 30. FY2026 ended June 28, 2026, FY2025 ended June 29, 2025, and the filing confirms both years, along with FY2024, ran a clean 52 weeks - so every growth rate below compares like with like.
Two structural facts set up everything that follows. First, the business is violently seasonal: the filing states the Thanksgiving-to-Christmas quarter generates over 40 percent of annual revenue and all of its earnings. Second, the flagship is no longer the biggest segment. Consumer Floral & Gifts revenue has fallen 24.8 percent in two years, from $849.8 million in FY2024 to $638.9 million in FY2026, and Gourmet Foods & Gift Baskets at $768.5 million is now the larger business.
| Segment revenue | FY2026 | FY2025 | FY2024 | FY2026 vs FY2025 |
|---|---|---|---|---|
| Consumer Floral & Gifts | $638.9M | $776.8M | $849.8M | -17.7% |
| Gourmet Foods & Gift Baskets | $768.5M | $810.9M | $874.3M | -5.2% |
| BloomNet | $96.8M | $98.7M | $107.8M | -1.9% |
| Total net revenues | $1,503.5M | $1,685.7M | $1,831.4M | -10.8% |
The stock closed at $3.06 on September 14, 2026, a market capitalisation of about $196 million on 64.19 million shares, inside a 52-week range of $2.885 to $7.10 (price data: stockanalysis.com, quote timestamped September 14, 2026, 4:00 PM EDT). For scale, the 10-K cover page reports a public float of $103.5 million as of December 28, 2025.
3. The Financial Story
Start with the bridge, because the bridge is the whole argument. Operating loss improved from $204.8 million to $127.1 million, a gain of $77.7 million. Here is where all $77.7 million came from, line by line off the income statement.
| Operating loss bridge, FY2025 to FY2026 | Effect |
|---|---|
| Gross profit | -$80.9M |
| Marketing and sales (spend cut) | +$77.6M |
| Technology and development | +$4.4M |
| General and administrative | -$22.1M |
| Depreciation and amortization | 0.0 |
| Subtotal: the operating business | -$21.0M |
| Goodwill impairment (smaller charge) | +$84.5M |
| Intangible impairment (smaller charge) | +$14.2M |
| Subtotal: the write-offs | +$98.7M |
| Total change in operating loss | +$77.7M |
Read the two subtotals. The write-offs improved by $98.7 million and the operating business got $21.0 million worse. Strip impairment from both years and the operating loss goes the wrong way: from $61.0 million to $82.0 million. Do the same for FY2024 and the picture is a three-year slide from an ex-impairment operating profit of $17.7 million to an $82.0 million loss. This is not a company that is roughly breakeven before write-offs. It is a company whose write-offs have been masking a widening operating loss, and whose write-offs are almost finished.
The mechanism behind the $21.0 million is a trade management made deliberately and lost. The filing is candid about the decision: revenue fell "due to a focus on marketing effectiveness and profitability being prioritized over near-term revenue growth." So they cut marketing and sales spend by $77.6 million, from $480.4 million to $402.8 million, a 16.2 percent reduction that took the line from 28.5 percent of revenue to 26.8 percent.
What it bought them was $80.9 million less gross profit. Gross profit fell from $652.3 million to $571.3 million. For every dollar of marketing spend removed, $1.04 of gross profit went with it. Orders collapsed 17.6 percent to 14.3 million, partially offset by an average order value up 5.5 percent to $89.23. Gross margin still slipped from 38.7 percent to 38.0 percent, so the mix did not rescue it either. A marketing cut that returns less than a dollar of gross profit per dollar saved is not an efficiency gain; it is demand that was being rented and has now been given up.
The second half of the $21.0 million is overhead moving the other way. General and administrative expense rose 18.9 percent, from $116.9 million to $139.0 million, in a year revenue fell $182.1 million. Severance and restructuring charges explain part of it, at $12.3 million against $5.8 million last year, with the rest attributed in the MD&A to "increased consulting costs" and other items. Roll it up to the segment note and the shape is stark.
| Segment contribution vs corporate cost | FY2026 | FY2025 | FY2024 |
|---|---|---|---|
| Consumer Floral & Gifts | $0.6M | $(94.6)M | $67.3M |
| Gourmet Foods & Gift Baskets | $48.0M | $47.0M | $84.5M |
| BloomNet | $26.9M | $29.0M | $33.8M |
| Total segment contribution | $75.5M | $(18.6)M | $185.6M |
| Corporate expenses | $(149.0)M | $(132.6)M | $(133.9)M |
| Depreciation and amortization | $(53.6)M | $(53.6)M | $(53.8)M |
| Operating loss | $(127.1)M | $(204.8)M | $(2.1)M |
The three segments contributed $75.5 million between them. Corporate shared services cost $149.0 million. The corporate line is nearly double what all three operating businesses contribute, and it went up $16.4 million while revenue fell 10.8 percent, taking corporate cost from 7.3 percent of revenue in FY2024 to 9.9 percent in FY2026. Note also that segment contribution is stated after impairment, which sits inside Consumer Floral & Gifts. Add the write-offs back to both years and total segment contribution barely moved, from $125.2 million to $120.7 million. The deterioration at the operating-loss line is overwhelmingly a corporate-overhead story sitting on a shrinking revenue base.
The goodwill is gone, which is why this is the last year the headline can be blamed on impairment. Goodwill on the balance sheet has fallen from $156.5 million at June 30, 2024 to $37.6 million to $3.1 million at June 28, 2026. The Consumer Floral & Gifts reporting unit carried $153.6 million of goodwill two years ago; after a $119.0 million charge in FY2025 and a $34.6 million charge in the March 2026 quarter, its goodwill is zero, which the critical-accounting-estimates section states plainly: "resulting in all goodwill in this reporting unit being written off." The $3.1 million that remains is essentially the BloomNet wire service at $2.96 million plus $111 thousand from the Scharffen Berger acquisition. Accumulated goodwill impairment across the company now stands at $287.0 million. The indefinite-lived Personalization Mall tradename has been written down three years running, from $86.7 million to $76.1 million this year after $24.8 million last year and $19.8 million the year before.
The same arithmetic shows up in equity. Retained earnings were a positive $65.0 million at June 29, 2025. Subtract this year's $134.8 million loss and the company closed FY2026 with an accumulated deficit of $69.8 million. The running total of every profit and loss the company has ever reported is now negative, and it took two years to get there. Total stockholders' equity fell from $268.3 million to $143.7 million.
Cash is better than last year and still negative. Operating cash flow swung from a $26.4 million outflow in FY2025 to an $18.3 million inflow in FY2026. That is genuine progress, but look at what funded it: inventory fell $24.3 million and prepaid and other assets fell $11.7 million, so $36.0 million of working capital was released into a year that produced $18.3 million of operating cash. After $31.3 million of capital expenditure, the company's own reconciliation puts free cash flow at negative $13.0 million, an improvement on negative $67.8 million but the third consecutive year of deterioration from the positive $56.4 million FY2024 produced.
The balance sheet absorbed the difference. Cash fell from $46.5 million to $11.4 million. Working capital went from positive $61.3 million to negative $17.8 million, both figures stated in the MD&A. Share repurchases were cut to $1.2 million from $10.2 million and $10.4 million in the two prior years, which is the clearest signal in the cash flow statement of what management thinks about liquidity.
Tax: charged is not paid, and here both numbers are unusually small. 1-800-Flowers was charged an income tax benefit of $4 thousand in FY2026 (us-gaap:IncomeTaxExpenseBenefit), an effective rate of 0.0 percent on a $134.8 million pretax loss. Cash income taxes paid, net of refunds, were negative $2.576 million (us-gaap:IncomeTaxesPaidNet) - meaning the company received $2.6 million back in cash. The new disaggregated disclosure adopted this quarter breaks it out: a $2.421 million federal refund, refunds from California and Illinois, and $144 thousand actually paid to Texas.
Those are different numbers measuring different things and neither is a tax saving worth celebrating. A loss-making company books no tax benefit because it does not expect to use the losses. The proof is in the valuation allowance, which rose $31.2 million to $71.8 million against gross deferred tax assets of $113.6 million. The company is carrying $76.1 million of indefinite-lived federal net operating losses and $167.3 million of state NOLs, and has formally concluded it is more likely than not that a large slice of them will never be used.
Which brings it to the debt, and to a date. Total debt is $136.2 million, a $139.0 million term loan net of deferred financing costs, with the revolver undrawn at year end. The effective rate at June 28, 2026 was 7.2 percent. The amortisation schedule is $24.0 million due in fiscal 2027 and $115.0 million in fiscal 2028, including a $97.0 million balloon at maturity on June 27, 2028. Against that: $11.4 million of cash, negative free cash flow, and $2.9 million of adjusted EBITDA. Net debt actually rose this year, from $109.3 million to $124.8 million, even though gross borrowings came down, because the cash came down faster.
On September 9, 2026, two days before this 10-K was filed, the company signed a Third Amendment to its credit agreement with JPMorgan as administrative agent. The amendment replaced the existing financial covenants with, first, a minimum liquidity covenant running through the fiscal quarter ending September 26, 2027, and second, a minimum consolidated EBITDA covenant that does not begin until the quarter ending December 26, 2027. It also expanded the permission to sell assets, allowing the company to keep up to $30.0 million of proceeds after first prepaying at least $15.0 million of the term loan; added restrictions on transferring material intellectual property to non-guarantor subsidiaries; and requires the company to hold monthly conference calls with its lenders.
Read that package against $2.9 million of adjusted EBITDA and it explains itself. You cannot write a leverage covenant against $139 million of term debt and $2.9 million of EBITDA, so the leverage test was removed and replaced with a cash test, and the EBITDA test was deferred fifteen months. The asset-sale carve-out is the same thought from the other direction: the MD&A confirms the company "is evaluating the potential sale of non-strategic assets, along with a range of other capital raising options." The lenders have already written the disposal playbook into the credit agreement. The company was in compliance with its covenants at June 28, 2026, the facility is secured by substantially all assets, and the filing carries no going-concern qualification.
4. Valuation: What Today's Price Is Asking For
At $3.06, 1-800-Flowers carries a market capitalisation of about $196 million. Add $136.2 million of debt and subtract $11.4 million of cash and enterprise value is roughly $321 million. Against $1.5 billion of revenue that is 0.21 times sales, which on its own looks like a deep-value screen hit. Against the company's own $2.9 million of adjusted EBITDA it is about 110 times, which is the number that matters, because sales do not service a term loan.
Since there is no earnings stream to discount with any confidence, the honest exercise is to run the multiple backwards. The scenarios below apply a 7 times EV to EBITDA multiple - a stated assumption, reasonable for a no-growth specialty e-commerce retailer with a levered balance sheet - to three EBITDA outcomes, subtract $124.8 million of net debt, and divide by 64.19 million shares.
| Scenario | Adjusted EBITDA | Implied EV at 7x | Less net debt | Implied equity | Per share |
|---|---|---|---|---|---|
| Bear: FY2026 run-rate holds | $2.9M | $20.5M | $(124.8)M | negative | no residual value |
| Base: recovers to the FY2025 level | $29.2M | $204.2M | $(124.8)M | $79.4M | $1.24 |
| Bull: 5 percent EBITDA margin on flat revenue | $75.2M | $526.2M | $(124.8)M | $401.4M | $6.25 |
| Today's price ($3.06) implies | about $46M | $321.2M | $(124.8)M | $196.4M | $3.06 |
Read the bottom row. Today's enterprise value implies roughly $46 million of adjusted EBITDA, which is about 16 times what the company just produced and comfortably more than the $29.2 million it produced in FY2025. The market is not pricing stabilisation; it is pricing a full recovery past the prior year's already-depressed level, on a revenue base that has fallen 18 percent in two years. The bear case is not a lower price, it is the observation that at $2.9 million of EBITDA there is no equity value on an earnings basis at all, and the residual claim becomes an argument about asset value: $194.2 million of net property and equipment, $152.8 million of inventory and $76.1 million of tradenames, against $493.3 million of total liabilities.
That asset-value argument is precisely the one the Third Amendment anticipates. If the equity is worth something here, it is most likely worth it through a disposal that pays down the term loan before June 2028, not through a multiple applied to earnings that do not currently exist. Framing: implied value under stated assumptions, not a price target, and not investment advice.
5. Risks
The clock is the risk. $24.0 million of term loan amortisation falls due in fiscal 2027 and $115.0 million in fiscal 2028 against $11.4 million of cash and negative free cash flow. The seasonal working-capital swing makes it worse before it makes it better: the company expects to draw the revolver again in the first quarter of fiscal 2027 to fund pre-holiday inventory, exactly as it did in November 2025 when borrowings peaked at $175.0 million before the Christmas quarter repaid them. That means the fiscal second quarter has to work. The filing says that quarter produces all of the company's earnings, so a weak holiday is not a bad quarter, it is the year.
The marketing trade may not be reversible cheaply. Orders fell 17.6 percent. If the demand was bought rather than owned, buying it back costs the $77.6 million that was saved, and the FY2026 experience says a dollar of marketing carries roughly a dollar of gross profit, which leaves nothing for the $149.0 million corporate line.
The impairment cushion is spent. With $3.1 million of goodwill left and zero at Consumer Floral & Gifts, FY2027's GAAP loss will look much closer to the operating reality than FY2026's did. That is a presentation risk rather than an economic one, but it removes the gap between the headline and the business that made this year read as progress.
And there is an unquantified one. On July 29, 2026, after the balance sheet date, a fire at the company's Hebron, Ohio facility damaged property, equipment and inventory. The subsequent-events note states operations had partially resumed by the filing date, that no loss has been recognised, and that the ultimate financial impact "could not yet be reasonably estimated." Hebron sits inside the Gourmet Foods fulfilment footprint, which is the segment carrying the company's holiday quarter.
6. The Bottom Line
The tempting read on this 10-K is that a company took its medicine, wrote off the goodwill and halved its loss. The filing does not support it. The write-offs got $98.7 million smaller and the business underneath got $21.0 million worse, the operating loss excluding impairment widened from $61.0 million to $82.0 million, and the company's own adjusted net loss went from $52.5 million to $77.5 million while its adjusted EBITDA fell 90 percent to $2.9 million.
What is actually happening is a shrinking revenue base carrying a fixed corporate cost structure that grew. Three operating segments contributed $75.5 million; corporate shared services cost $149.0 million. Until that ratio inverts, nothing else in the filing matters much, and the deadline for inverting it is written into the credit agreement: a minimum EBITDA covenant that starts in December 2027 and a $97.0 million balloon that matures in June 2028.
Two things to watch. The fiscal second quarter, because the filing says it carries all of the earnings and the revolver has to be repaid out of it. And any announcement under the asset-sale carve-out, because the lenders sized it at $30.0 million retained after a $15.0 million prepayment, which tells you roughly what scale of disposal was being discussed in the room where that amendment was negotiated.
Nobody wrote this by hand. Every figure above was pulled out of the filing's own XBRL, footed against the statements and the notes, and the same pipeline reads any of the ten thousand companies that file with the SEC. A private company that reports in the same format is the identical job.
Source: 1-800-FLOWERS.COM, Inc. Form 10-K for the fiscal year ended June 28, 2026, filed September 11, 2026, accession 0001084869-26-000029. Figures pulled from the filing's XBRL facts via the RoboSystems SEC shared repository. Adjusted EBITDA, adjusted net loss, segment contribution margin and free cash flow are non-GAAP measures defined and reconciled by the company in Item 7 of that filing. Share price and market capitalisation from stockanalysis.com, September 14, 2026.