2 0 2 5 A N N U A L R E P O R T
1-800-FLOWERS.COM, INC.
LETTER TO SHAREHOLDERS
Dear Fellow Shareholders,
As I reflect on my first few months as Chief Executive Officer of 1-800-FLOWERS.COM, Inc., I am
both incredibly honored and energized by the opportunity to lead this iconic company during such
an important time for our company. Since joining in May, I have spent time listening to our
employees and customers, gaining a deep understanding of our business, and identifying the
actions needed to stabilize and transform our company. These conversations have reinforced my
confidence in the strength of our brand, the meaningful role we play in our customers’ lives, and
the exciting opportunities ahead — all of which make me very optimistic about our future.
We are privileged to be part of life’s most important celebrations. Yet, we recognize that customer
expectations are evolving rapidly, technology is advancing, and competition is intensifying. To meet
these challenges head-on, we must evolve. Our strategic initiatives are designed to do just that,
fundamentally reshaping how we engage with customers and operate our business.
We’re making the company leaner and more agile and putting the customer at the center of
everything we do. We’re sharpening how we attract and retain customers, expanding our reach
beyond our e-commerce sites, and modernizing the customer experience. Simultaneously, we’re
strengthening our focus on operational discipline, efficiency, and accountability. These changes
are designed to reignite growth, improve the customer experience, and create long-term value for
our shareholders.
Looking ahead, our transformation centers on four key priorities:
1. Achieving Cost Savings and Organizational Efficiency
We are conducting a comprehensive review of our cost structure, supply chain,
procurement, and IT systems. By simplifying operations and eliminating redundancies, we
aim to build a leaner, more agile organization. Centralizing procurement and optimizing
labor planning are just a few of the steps we’re taking to drive efficiency and improve
consistency.
2. Strengthening Customer Focus
We are modernizing the digital experience to improve product discoverability, enhancing
our merchandising strategy through stronger data infrastructure and streamlined brand
architecture, and evolving marketing into a full-funnel flywheel that drives awareness,
acquisition, and retention — together enabling a more intuitive, personalized, and
connected customer journey.
3. Expanding Our Reach Beyond E-Commerce
While gifting remains at the heart of our business, we see significant opportunities in self-
consumption occasions. By expanding our distribution channels and making our products
more accessible, we will reach new audiences and deepen engagement.
4. Enhancing Talent and Accountability
We are aligning our team with strategic goals and building a culture rooted in agility,
accountability, and execution. Strengthening how we hire, develop, and retain talent is
essential to turning strategy into results.
These initiatives are more than tactical — they mark the beginning of a multi-year transformation
focused on returning our company to growth and creating long-term value for our shareholders. We
are in the early stages of our multi-year Celebrations Strategy, which represents a fundamental
shift in how we engage with customers, operate our business, and shapes the next phase of our
company’s evolution.
While our fiscal 2025 performance was disappointing, I am confident that the actions we are taking
now will lay the foundation for sustainable revenue and profit growth. The road ahead will require
focus and discipline, but I believe in our team, our strategy, and our ability to deliver meaningful
results. Thank you for your continued support as we execute our strategy and work to drive long-
term value for shareholders.
Sincerely,
Adolfo Villagomez
Chief Executive Officer
1-800-FLOWERS.COM, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 29, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-26841
1-800-FLOWERS.COM, Inc.
(Exact name of registrant as specified in its charter)
Delaware
11-3117311
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Two Jericho Plaza, Suite 200, Jericho, NY 11753
(516) 237-6000
(Address of principal executive offices) (Zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Class A common stock
FLWS
The Nasdaq Stock Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-
T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last business day of the registrant’s
most recently completed second fiscal quarter, December 29, 2024, was approximately $191,511,000. The registrant has no non-voting common stock.
36,550,679
(Number of shares of class A common stock outstanding as of August 29, 2025)
27,068,221
(Number of shares of class B common stock outstanding as of August 29, 2025)
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant’s Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders (the Definitive Proxy Statement) are incorporated by reference into Part
III of this Report.
1-800-FLOWERS.COM, INC.
FORM 10-K
For the fiscal year ended June 29, 2025
TABLE OF CONTENTS
Part I.
Item 1.
Business
1
Item 1A.
Risk Factors
11
Item 1B.
Unresolved Staff Comments
22
Item 1C.
Cybersecurity
22
Item 2.
Properties
24
Item 3.
Legal Proceedings
24
Item 4.
Mine Safety Disclosures
24
Part II.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
25
Item 6.
Reserved
27
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
45
Item 8.
Financial Statements and Supplementary Data
45
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
45
Item 9A.
Controls and Procedures
46
Item 9B.
Other Information
48
Item 9C.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
48
Part III.
Item 10.
Directors, Executive Officers and Corporate Governance
48
Item 11.
Executive Compensation
48
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
48
Item 13.
Certain Relationships and Related Transactions, and Director Independence
48
Item 14.
Principal Accounting Fees and Services
48
Part IV.
Item 15.
Exhibits and Financial Statement Schedules
49
Item 16.
Form 10-K Summary
51
Signatures
52
1
PART I
Item 1.
BUSINESS
The Company
1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the “Company”) is a leading provider of thoughtful
expressions designed to help inspire customers to share more, connect more, and build more and better relationships. The
Company’s e-commerce business platform features our all-star family of brands, including: 1-800-Flowers.com®, 1-800-
Baskets.com®, Cheryl’s Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®,
Things Remembered®, Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Scharffen Berger®,
and Simply Chocolate®. Through the Celebrations Passport® loyalty program, which provides members with free standard
shipping and no service charge on eligible products across our portfolio of brands, the Company strives to deepen
relationships with customers. The Company also operates BloomNet®, an international floral and gift industry service
provider offering a broad range of products and services designed to help its members grow their businesses profitably;
Napco℠, a resource for floral gifts and seasonal décor; DesignPac Gifts, LLC, a manufacturer of gift baskets and towers;
Alice’s Table®, a lifestyle business offering fully digital on demand floral, culinary and other experiences to guests across
the country; and Card Isle®, an e-commerce greeting card service.
Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market, ticker symbol: FLWS.
References in this Annual Report on Form 10-K to “1-800-FLOWERS.COM” and the “Company” refer to 1-800-
FLOWERS.COM, Inc. and its subsidiaries. The Company’s principal offices are located at Two Jericho Plaza, Suite 200,
Jericho, NY 11753 and its telephone number at that location is (516) 237-6000.
Narrative Description of Business
The Origins of 1-800-FLOWERS.COM
The Company’s operations began in 1976 when James F. McCann, the Company’s founder and current Executive Chairman
of the Board of Directors, acquired a single retail florist in New York City, which he subsequently expanded to a 14-store
chain. Thereafter, the Company modified its business strategy to take advantage of the rapid emergence of toll-free calling.
The Company acquired the right to use the toll-free telephone number 1-800-FLOWERS, adopted it as its corporate identity
and began to aggressively build a national brand around it.
The Company’s Strategy
The Company’s objective is to be the leading authority on thoughtful gifting, to serve an expanding range of our customers’
celebratory needs, thereby helping our customers express themselves and connect with the important people in their lives.
The Company will continue to build on the trusted relationships with our customers by providing them with ease of access,
tasteful and appropriate gifts, and superior service. By engaging with our customers, we help to inspire more human
expression and connection – sentiments that are more important than ever in the current environment.
2
The Company believes that 1-800-FLOWERS.COM® is one of the most recognized brands in the floral and gift industries.
The strength of its brand has enabled the Company to extend its product offerings beyond the floral category into
complementary products, which include gourmet popcorn, cookies and related baked and snack food products, premium
chocolate and confections, wine gifts, gourmet gift baskets, fruit arrangements, and gift-quality fruit baskets, dipped berries,
steaks, chops, seafood and prepared meals, as well as an extensive selection of personalized products. On January 10, 2023,
the Company completed its acquisition of certain assets of the Things Remembered® brand, a complete online gifting and
personalization destination renowned for its men’s and women’s jewelry, drinkware, home décor, business gifts and awards,
and wedding essentials, which was integrated into the Personalization Mall® brand. On April 3, 2024, the Company
completed its acquisition of Card Isle, an e-commerce greeting card company, expanding the Company’s presence in the
greeting card category across its brands. On July 1, 2024, the Company acquired Scharffen Berger®, a manufacturer of
giftable premium chocolate and specialty treats, expanding the Company's product offerings in the Gourmet Foods & Gift
Baskets segment. This extended line of gift offerings helps our customers with their celebratory occasions and will enable
the Company to increase the purchase frequency and average order value for existing customers who have come to trust the
1-800-FLOWERS.COM brand, as well as continue to attract new customers. The platform that the Company has built allows
it to expand rapidly into new product categories using a “marketplace” concept, providing its customers with a wider selection
of solutions to help them express, connect and celebrate for all occasions and recipients – including themselves.
The Company’s consolidated customer database and multi-brand website is designed to dynamically engage our customers,
further enhancing the Company’s position as a leading, one-stop destination for our customers’ gifting and celebratory needs.
The Company is focused on deepening relationships with its customers through content and community and inspiring our
customers to give more and to build better and more meaningful relationships. We have a large customer file, including 0.9
million Celebrations Passport members who, along with our multi-brand customers, represent our best customer cohorts in
terms of frequency, retention and average spend, and thus customer lifetime value. Celebrations Passport and multi-brand
customers spend an average of 2x to 3x the amount spent by other customers. Multi-brand customers and Celebrations
Passport members represent approximately 20% of customers and approximately 40% of revenue.
As part of the Company’s continuing effort to serve the thoughtful gifting needs of our customers, and leverage its business
platform, the Company continues to execute its vision to build a “Celebratory Ecosystem”, including a collection of premium
gifting brands, and an increasing suite of products and services designed to help our customers deliver smiles to the important
people in their lives.
In fiscal 2025, the Company announced a multi-year Celebrations strategy, a comprehensive evolution of the Company that
begins with transforming the customer journey into a sentiment-led experience. The Celebrations strategy strives to advance
the Company’s vision of becoming the premier relationship destination for heartfelt expressions, with a business model that
aligns with future technological advancements and consumer purchasing preferences.
A summary of the Company’s significant brands and/or businesses follows:
Although the Company’s family of brands maintain their own sense of identity, the Company has taken a holistic approach
towards operating its brand portfolio. A key feature of this approach is that the Company proactively shares best practices
across its functional areas, through centralized operational centers of excellence focused on identifying initiatives designed
to enhance top and bottom-line growth opportunities.
3
CONSUMER FLORAL & GIFTS SEGMENT
Direct-to-consumer, multi-channel provider of fresh flowers, plants, fruit and gift
basket products, balloons, candles, keepsake gifts, jewelry and plush stuffed
animals.
Direct-to-consumer, multi-channel provider of artistically carved fresh fruit
arrangements.
Franchisor and operator of retail flower shops.
Direct-to-consumer provider of fresh flowers, plants, fruits and gift baskets.
E-commerce provider of personalized gifts and keepsakes.
E-commerce provider of personalized gifts and keepsakes, which operations are
integrated within the PersonalizationMall.com brand, acquired in January 2023.
Provider of lifestyle offerings, including digital on demand floral, culinary and
other experiences to guests across the country.
BLOOMNET SEGMENT
Provider of products and services to the professional florist.
Wholesale merchandiser and marketer of floral industry and related products.
Provider of digital and physical greeting cards to sister brands, as well as
independent florist and other wholesale customers, acquired in April 2024.
4
GOURMET FOODS & GIFT BASKETS SEGMENT
Multi-channel specialty retailer and producer of premium gift quality fruit,
gourmet food products and other gifts marketed under the Harry & David® and
Cushman’s® brands.
Manufacturer and retailer of indulgent bakery gifts, including super-thick English
muffins, toppings, and desserts.
Multi-channel retailer and manufacturer of small batch gourmet buttery caramel
and chocolate covered popcorn.
E-commerce provider of wild-caught seafood and sustainably harvested shellfish,
pastured proteins, organic foods, and marine-sourced nutritional supplements.
Manufacturer of giftable premium popcorn and specialty treats.
Multichannel retailer and baker of premium cookies, baked gifts, and related
products, including Mrs. Beasley’s®, a baker of cakes, muffins and gourmet gift
baskets.
E-commerce retailer of gift baskets and towers.
Designer, assembler and distributor of wholesale gift baskets, gourmet food
towers and gift sets.
E-commerce retailer of artisan chocolates and confections.
E-commerce retailer of dipped berries and other specialty treats.
Manufacturer of giftable premium chocolate and specialty treats, acquired in July
2024.
The Company’s Products and Service Offerings
The Company offers a wide range of products including fresh-cut flowers, floral and fruit arrangements and plants, gifts,
greeting cards, personalized products, dipped berries, popcorn, gourmet foods and gift baskets, cookies, chocolates, candy,
wine, and gift-quality fruit. In order to maximize sales opportunities, products are not exclusive to certain brands and may
be sold across business categories. The Company’s differentiated and value-added product offerings create the opportunity
to have a relationship with customers who purchase items not only for gift-giving occasions but also for everyday
consumption. The Company’s product development team works closely with its production team to select and design its
floral, gourmet foods and gift baskets, as well as other gift-related products that accommodate our customers’ needs to
celebrate a special occasion or convey a sentiment. As part of this continuing effort, the Company intends to continue to
develop differentiated products and signature collections that customers have embraced and come to expect.
5
Flowers, Plants, and Personalized Gifts. The Company’s flagship 1-800-Flowers.com brand offers fresh-cut flowers and
floral and fruit arrangements for all occasions and holidays, available for same-day delivery. The Company provides its
customers with a curated choice of florist designed products, including traditional floral and gift offerings, and the Company’s
line of fruit arrangements, under the Fruit Bouquets brand, and flowers delivered fresh from the farm. The Company also
offers a wide variety of popular plants to brighten the home and/or office, and accent gardens and landscapes. Through the
Alice’s Table brand, the Company also provides lifestyle offerings, including digital on demand floral, culinary and other
experiences to guests across the country. In addition, through its Personalization Mall brand, the Company offers a wide
assortment of products using sublimation, embroidery, digital printing, engraving, and sandblasting to provide a unique,
personalized experience to our customers. The Company expanded its offering of personalized products with the acquisition
of the Things Remembered brand, a complete online gifting and personalization destination renowned for its men’s and
women’s jewelry, drinkware, home décor, business gifts and awards, and wedding essentials.
Gourmet Foods & Gift Baskets. Harry & David is a vertically integrated, multi-channel specialty retailer and producer of
branded, premium gift-quality fruit, food products, land and sea-based proteins, and gifts marketed under the Harry & David,
Wolferman’s Bakery, Vital Choice, Cushman’s, Moose Munch and Scharffen Berger brands. The Company manufactures
premium cookies and baked gift items under the Cheryl’s Cookies and Mrs. Beasley’s brands, which are delivered in beautiful
and innovative gift boxes and containers, providing customers with a variety of assortments from which to choose. The
Popcorn Factory brand pops premium popcorn and specialty snack products. The 1-800-BASKETS.COM brand features a
collection of gourmet gift baskets and related products confected by DesignPac, as well as through third parties. Simply
Chocolate offers artisan chocolates and confections. Many of the Company’s gourmet products are packaged in seasonal,
occasion-specific or decorative tins, fitting the “giftable” requirement of individual customers, while also adding the
capability to customize the tins with corporate logos and other personalized features for the Company’s business customers’
gifting needs. On July 1, 2024, the Company completed its acquisition of Scharffen Berger, a manufacturer of giftable
premium chocolate and specialty treats.
BloomNet®. The Company’s BloomNet business provides its members with products and services, including: (i) settlement
processing, consisting of the settlement of orders between referring florists (including the 1-800-Flowers.com brand) and
fulfilling florists, (ii) advertising, in the form of member directories, including the industry’s first online directory, (iii) access
services, by which BloomNet florists are able to refer and fulfill orders, using Bloomlink®, the Company’s proprietary
Internet-based system, (iv) other products and services, including web hosting, marketing, designer education and point of
sale systems, and (v) wholesale products, which consist of branded and non-branded floral supplies, enabling member florists
to reduce their costs through 1-800-Flowers.com purchasing leverage, while also ensuring that member florists will be able
to fulfill 1-800-Flowers.com brand orders based on recipe specifications. While maintaining industry-high quality standards
for its 1-800-Flowers.com brand customers, the Company offers florists a compelling value proposition, offering products
and services that its florists need to grow their business and to enhance profitability. On April 3, 2024, the Company
completed its acquisition of Card Isle, an e-commerce greeting card company, expanding the Company’s presence in the
greeting card category across its brands.
Marketing and Promotion
The Company has developed an integrated marketing and promotional strategy focused on strengthening brand equity across
its portfolio, accelerating customer acquisition, and enhancing customer lifetime value. Our strategic approach centers on
building a comprehensive celebratory ecosystem that positions our brands as the definitive choice for meaningful gifting
occasions, and enabling customers to create lasting connections through thoughtful expression.
Our customer acquisition and retention strategy leverages a diversified marketing mix encompassing digital advertising,
traditional media placements, direct-response marketing, strategic public relations initiatives, social media engagement, and
carefully selected partnership opportunities. This omnichannel approach is designed to optimize return on marketing
investment while expanding our addressable market and deepening engagement with our existing customer base.
6
The Company prioritizes data-driven personalization and customer experience optimization to enhance marketing
effectiveness and drive conversion rates. We continue to invest in advanced analytics capabilities and marketing automation
technologies to improve targeting precision and campaign performance measurement. The Company is also investing in
emerging marketing channels and customer engagement technologies, with particular emphasis on artificial intelligence-
driven personalization, enhanced mobile commerce capabilities, and innovative partnership models that align with evolving
consumer preferences and purchasing behaviors.
Our strategic relationship with the Smile Farms® organization, creates meaningful employment opportunities for adults with
developmental disabilities and brings awareness of this important cause to millions of our consumers.
Technology Infrastructure
The Company believes it has been and continues to be a leader in implementing new technologies to give its customers the
best possible shopping experience, whether online or over the telephone. Orders are transmitted directly from the Company’s
secure websites, or with the assistance of a gift advisor, into our internally developed transaction processing system, which
captures the required customer and recipient information. The system then routes the order to the appropriate distribution
center or, for florist fulfilled or drop-shipped items, selects a florist or vendor to fulfill the customer’s order and electronically
refers the necessary information using BloomLink, the Company’s proprietary Internet-based system. The Company’s gift
advisors have electronic access to this system, enabling them to assist in order fulfillment and subsequently track other
customer and/or order information.
Fulfillment and Manufacturing Operations
The Company’s customers primarily place their orders either online or over the telephone. The Company’s hybrid fulfillment
system, which enables the Company to offer same-day, next-day and any-day delivery, combines the use of BloomNet
(comprised of independent florists operating retail flower shops and franchise florist shops) with Company distribution
centers and vendors who ship directly to the Company’s customers. While providing a significant competitive advantage in
terms of delivery options, the Company’s fulfillment system also has the added benefit of reducing the Company’s capital
investments in inventory and infrastructure. The Company’s products are backed by a 100% smile guarantee, and the
Company’s business is not dependent on any single third-party supplier.
Fulfillment and manufacturing of products is as follows:
Flowers, Plants, and Personalized Gifts. A majority of the Company’s floral orders are fulfilled by one of the Company’s
BloomNet members, allowing the Company to deliver its floral and fruit bouquet products on a same-day or next-day basis
to ensure freshness and to meet its customers’ needs for immediate gifting. In addition to these florist-designed products, the
Company also offers fresh cut floral arrangements in a wide assortment of combinations, themes and designer bouquets and
collections through its direct ship program, including flowers fresh from the farm. Also, the Company offers a broad selection
of personalized gifts and keepsakes that are manufactured utilizing same-day/next-day capabilities, and distributed from its
Bolingbrook, IL facility.
Gourmet Foods & Gift Baskets. The Company offers a wide array of premium brand, signature baked products, chocolate,
confections, gift baskets, gourmet popcorn, dipped berries, giftable fruit towers and baskets, and related products through its
Gourmet Foods & Gift Baskets brands. The Company’s Cheryl’s cookies and baked gifts are manufactured primarily in its
baking facility in Westerville, Ohio, while The Popcorn Factory and Moose Munch premium snack products are popped in
Medford, Oregon and Lake Forest, Illinois. Harry & David products are grown and manufactured primarily from its facilities
in Medford, Oregon, supplemented by specialty products that are sourced across the U.S. and the world. Scharffen Berger
products are primarily manufactured in Ashland, Oregon. Gift basket confection and fulfillment for both wholesale and 1-
800-Baskets.com is handled by our DesignPac facility, located in Melrose Park, Illinois. Our products are distributed from a
combination of Company-owned and leased distribution facilities across the country, which are shared by our brands in order
to reduce both transit time to the customer and overall logistics costs. Dipped berries and other specialty treats for our Shari’s
Berries brand are manufactured and fulfilled through our network of drop ship vendors.
7
Sources and Availability of Raw Materials
The Company’s raw materials consist of ingredients for manufactured products (including various commodities such as
sugar, flour, cocoa, eggs, fruit and flowers), packaging supplies, and other supplies used in the manufacturing and
transportation processes (such as fuel, natural gas and derivative products). Except for certain crops that are grown in our
Harry & David orchards, raw materials used by the Company are purchased from third parties, some of whom are single-
source suppliers. The prices we pay, and the availability of these materials and other commodities are subject to fluctuation.
When prices for these items change, we may or may not pass the change to our customers. We utilize a global supply chain
that includes both U.S. and international suppliers. Our suppliers are subject to standards of conduct, including requirements
that they comply with local labor laws, local worker safety laws and other applicable laws. Our ability to acquire from our
suppliers the assortment and volume we need to meet customer demand, to receive those materials timely through our supply
chain and to produce, manufacture and distribute those products determines, in part, our ability to grow the business, and the
appeal of our merchandise assortment we offer to our customers.
Seasonality
The Company’s quarterly results may experience seasonal fluctuations. Due to the seasonal nature of the Company’s
business, and its continued expansion into non-floral products, the Thanksgiving through Christmas holiday season, which
falls within the Company’s second fiscal quarter, generates over 40% of the Company’s annual revenues, and all of its
earnings. Due to the number of major floral gifting occasions, including Mother’s Day, Valentine’s Day, Easter and
Administrative Professionals Week, revenues also rise during the Company’s fiscal third and fourth quarters in comparison
to its fiscal first quarter. During fiscal 2025, our fiscal second quarter revenues represented approximately 46% of annual
revenues, while our first, third and fourth quarters generated 14%, 20%, and 20% of annual revenues, respectively.
In preparation for the Company’s second quarter holiday season, the Company significantly increases its inventories. This
seasonal build, which peaks in November, has traditionally been financed by cash flows from operations, supplemented by
borrowings under the Company's revolving credit facility. The Company has historically repaid the balance of its revolving
credit facility with cash generated from operations prior to the end of the Company’s fiscal second quarter.
Competition
The popularity and convenience of e-commerce shopping has continued to give rise to established businesses on the Internet.
In addition to selling their products over the Internet, many of these retailers sell their products through a combination of
channels by maintaining a website, a toll-free phone number and physical locations. Additionally, several of these merchants
offer an expanding variety of products and some are attracting an increasing number of customers. Certain mass merchants
have expanded their offerings to include competing products and may continue to do so in the future. These businesses, as
well as other potential competitors, may be able to:
•
undertake more extensive marketing campaigns for their brands and services;
•
adopt more aggressive pricing policies; and
•
make more attractive offers to potential employees, distributors and retailers.
In addition, the Company faces intense competition in each of its individual product categories. In the floral industry, there
are various providers of floral products, none of which is dominant in the industry. The Company’s competitors include:
•
retail floral shops, some of which maintain toll-free telephone numbers, websites, and mobile applications;
•
online marketplaces, floral retailers and social media platform retailers, as well as retailers offering substitute
gift products;
•
catalog companies that offer floral products;
•
floral telemarketers and wire services; and
•
supermarkets, mass merchants and specialty retailers with floral departments.
8
Similarly, the plant, gift basket and gourmet foods categories are highly competitive. Each of these categories encompasses
a wide range of products, is highly fragmented and is served by a large number of companies, none of which is dominant.
Products in these categories may be purchased from a number of outlets, including mass merchants, telemarketers, retail
specialty shops, online retailers and mail-order catalogs.
The Company believes the strength of its brands, product selection, customer relationships, technology infrastructure and
fulfillment capabilities position it to compete effectively against its current and potential competitors in each of its product
categories. However, increased competition could result in:
•
price reductions, decreased revenues and lower profit margins;
•
loss of market share; and
•
increased marketing expenditures.
These and other competitive factors may adversely impact the Company’s business and results of operations.
Government Regulation and Legal Uncertainties
We are subject to a growing number of local, state, and national laws and regulations, including laws applicable to e-
commerce, all of which continue to evolve. Compliance is costly and can require changes to our business practices and
significant amounts of management time and focus. In addition, laws may be inconsistent across various locations in which
we do business, posing significant challenges to our national operations.
Legislatures are also considering an increasing number of laws and regulations pertaining to the Internet, including laws and
regulations addressing:
•
user privacy;
•
pricing;
•
content;
•
connectivity;
•
intellectual property;
•
distribution;
•
taxation and tariffs;
•
liabilities;
•
antitrust; and
•
characteristics and quality of products and services.
Further, the growth and development of the market for online services may prompt more stringent consumer protection laws
that may impose additional burdens on those companies conducting business online. This could decrease the demand for the
Company’s services and increase its cost of doing business. Moreover, the applicability to the Internet of existing laws
regarding issues like property ownership, taxes, libel and personal privacy is uncertain. Any new legislation or regulation
that has an adverse impact on the Internet or the application of existing laws and regulations to the Internet could have a
material adverse effect on the Company’s business, financial condition and results of operations.
For more information, see Part I, Item 1A, Risk Factors— Legal, Regulatory, Tax and Other Risks.
9
Intellectual Property
The Company regards its service marks, trademarks, trade secrets, domain names and similar intellectual property as critical
to its success. The Company has applied for or received trademark and/or service mark registration for, among others, “1-
800-FLOWERS.COM”, “1-800-FLOWERS”, “1-800-Baskets.com”, “FruitBouquets.com”, “BloomNet”, "Card Isle",
“GreatFood.com”, “The Popcorn Factory”, “Cheryl’s Cookies”, “Mrs. Beasley’s”, “Celebrations Passport”, “Flowerama”,
“DesignPac”, “Harry & David”, “Wolferman’s Bakery”, “Moose Munch”, “Cushman’s”, “Simply Chocolate”,
“Personalization Universe”, “Personalization Mall”, “Things Remembered”, “Shari’s Berries”, "Scharffen Berger",
“SmartGift”, “Vital Choice” and “Alice’s Table”. The Company also has rights to numerous domain names, including:
www.1800flowers.com,
www.cardisle.com,
www.800flowers.com,
www.1800baskets.com,
www.flowers.com,
www.personalizationuniverse.com,
www.personalizationmall.com,
www.thingsremembered.com,
www.plants.com,
www.florists.com,
www.greatfoods.com,
www.cheryls.com,
www.celebrations.com,
www.flowerama.com,
www.designpac.com,
www.simplychocolate.com,
www.mybloomnet.net,
www.napcoimports.com,
www.thepopcornfactory.com,
www.harryanddavid.com,
www.wolfermans.com,
www.vitalchoice.com,
www.alicestable.com, www.berries.com, www.sharisberries.com, www.scharffenberger.com, and www.smartgift.com. In
addition, the Company owns a number of international trademarks and/or service marks. The Company has also developed
transaction processing and operating systems as well as marketing data, and customer and recipient information databases.
The Company relies on trademark, unfair competition and copyright law, trade secret protection and contracts such as
confidentiality and license agreements with its employees, customers, vendors and others to protect its proprietary rights.
Despite the Company’s precautions, it may be possible for competitors to obtain and/or use the Company’s proprietary
information without authorization or to develop technologies similar to the Company’s and independently create a similarly
functioning infrastructure. Furthermore, the protection of proprietary rights in Internet-related industries is uncertain and still
evolving. The laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United
States. The Company’s means of protecting its proprietary rights in the United States or abroad may not be adequate.
Third parties have in the past infringed or misappropriated the Company’s intellectual property or similar proprietary rights.
The Company believes infringements and misappropriations will continue to occur in the future. The Company intends to
guard against infringement and misappropriation. However, the Company cannot guarantee it will be able to enforce its rights
and enjoin the alleged infringers from their use of confusingly similar trademarks, service marks, telephone numbers and
domain names.
In addition, third parties may assert infringement claims against the Company. The Company cannot be certain that its
technologies or its products and services do not infringe valid patents, trademarks, copyrights or other proprietary rights held
by third parties. The Company may be subject to legal proceedings and claims from time to time relating to its intellectual
property and the intellectual property of others in the ordinary course of its business. Intellectual property litigation is
expensive and time-consuming and could divert management resources away from running the Company’s business.
Human Capital
Employees. We focus on attracting, developing and retaining skilled talent, including recruiting from among the universities
across the markets in which we compete and are generally able to select top talent. We focus on developing our employees
by providing a variety of job experiences, training programs and skill development opportunities. As of June 29, 2025, the
Company had approximately 3,900 full and part-time employees, all located in the United States. During peak periods, the
Company substantially increases the number of customer service, manufacturing, and fulfillment personnel. The Company’s
employees are not represented under collective bargaining agreements and the Company considers its relations with its
employees to be good. Our employees are a key source of our competitive advantage and their actions, guided by our Code
of Ethics, are critical to the long-term success of our business.
Workforce Inclusion and Belonging. As a company, we are committed to building an inclusive and equitable culture that
welcomes everyone and embraces and celebrates all of our associates’ backgrounds and life experiences.
10
Compensation and Benefits. The Company aims to attract and retain a talented workforce by offering competitive
compensation and benefits, strong career development and a respectful and inclusive culture that provides equal opportunity
for all. We believe our base wages and salaries, which we review annually, are fair and competitive with the external labor
markets in which our associates work. We encourage and reward employees based upon the achievement of financial and
other key performance metrics, which strengthens the connection between pay and performance. We also grant equity
compensation awards that vest over time through our long-term incentive plan to eligible associates to align such associates’
incentives with the Company’s long-term strategic objectives and the interests of our stockholders. We also offer competitive
benefit programs, in line with local practices, with flexibility to accommodate the needs of a diverse workforce, including
paid vacation and holidays, family leave, disability insurance, life insurance, healthcare, and a 401(k) plan with a company
match.
Health, Safety and Wellness. From a workplace safety standpoint, we focus on training, awareness, behavioral-based work
observation practices, and culture in our continuous effort to reduce workplace injuries and accidents. We are continually
focused on the safety of our associates and have a strong emphasis on identifying and addressing the safety risks to and
concerns of our associates.
Additional Information
The Company’s internet address is www.1800flowers.com. We make available, through the investor relations tab located on
our website at www.1800flowersinc.com, access to our Annual Report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 as soon as reasonably practicable after they are electronically filed with or furnished to
the SEC. All such filings on our investor relations website are available free of charge. (The information posted on the
Company’s website is not incorporated into this Annual Report on Form 10-K.)
A copy of this Annual Report on Form 10-K is available without charge upon written request to: Investor Relations, 1-800-
FLOWERS.COM, Inc., Two Jericho Plaza, Suite 200, Jericho, NY 11753. In addition, the SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC.
11
ltem 1A.
Risk Factors
Cautionary Statements Under the Private Securities Litigation Reform Act of 1995
Our disclosures and analysis in this Form 10-K contain some forward-looking statements that set forth anticipated results
based on management’s plans and assumptions. From time to time, we also provide forward-looking statements in other
statements we release to the public as well as oral forward-looking statements. Such statements give our current expectations
or forecasts concerning future events; they do not relate strictly to historical or current facts. Such statements can generally
be identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe”, “foresee,”
“forecast,” “likely,” “should,” “will,” “target,” or similar words or phrases. These forward-looking statements are subject to
risks, uncertainties, and other factors, many of which are outside of our control, which could cause actual results to differ
materially from the results expressed or implied in the forward-looking statements, including, but not limited to, statements
relating to future actions; our ability to leverage our operating platform and reduce our operating expense ratio; our ability
to successfully integrate acquired businesses and assets; our ability to successfully execute our strategic priorities; our ability
to cost effectively acquire and retain customers and drive purchase frequency; the outcome of contingencies, including legal
proceedings in the normal course of business; our ability to compete against existing and new competitors; our ability to
manage expenses associated with sales and marketing and necessary general and administrative and technology investments;
our ability to reduce promotional activities and achieve more efficient marketing programs; and general consumer sentiment
and industry and economic conditions that may affect levels of discretionary customer purchases of our products.
We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our
plans and assumptions. Achievement of future results is subject to risk, uncertainties and potentially inaccurate assumptions.
Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual
results could differ materially from past results and those anticipated, estimated or projected. You should bear this in mind
as you consider forward-looking statements.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future
events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our 10-Q
and 8-K reports to the United States Securities and Exchange Commission (“SEC”). Also note we provide the following
cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business. These are factors
that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical
results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995.
Macroeconomic Conditions and Related Risk Factors
The financial and credit markets and consumer sentiment have and will experience significant volatility, which may have an
adverse effect on our customers’ spending patterns and in turn our business, financial condition and results of operations.
The Company’s business and operating results are subject to economic conditions and their impact on consumer discretionary
spending. Factors that may negatively impact consumer spending include high levels of unemployment, higher consumer
debt levels, reductions in net worth, reductions in disposable income levels, declines in asset values, and related market
uncertainty; home foreclosures and reductions in home values; fluctuating interest rates and credit availability; fluctuating
fuel and other energy costs; fluctuating commodity prices; and general uncertainty regarding the overall future political and
economic environment. Consumer spending patterns are difficult to predict and are sensitive to the general economic climate,
the consumer’s level of disposable income, consumer debt, and overall consumer confidence. In the recent past, such factors
have impacted and may continue to impact our business in a number of ways. Included among these current and potential
future negative impacts are reduced demand and lower prices for our products and services. Adverse economic changes could
reduce consumer confidence and could thereby affect our operating results. In challenging and uncertain economic
environments, including the current geopolitical climate, we cannot predict when macroeconomic conditions uncertainty
may arise and whether such circumstances could impact the Company.
12
We are dependent on international vendors for our supply of flowers, as well as certain components and products, exposing
us to significant regulatory, global economic, taxation, political instability and other risks, which could adversely impact our
financial results.
The availability and price of flowers, as well as certain components and products that we rely on to manufacture and sell our
products could be adversely affected by a number of factors affecting international locations, including:
•
import duties and quotas, such as the tariffs that were imposed on flowers imported from Colombia during
fiscal 2025;
•
agricultural limitations and restrictions to manage pests and disease;
•
changes in trading status;
•
economic uncertainties and currency fluctuations;
•
severe weather;
•
work stoppages;
•
foreign government regulations and political unrest; and
•
trade restrictions, including United States retaliation against foreign trade practices.
The U.S. has recently instituted or proposed changes in trade policies that include the negotiation or termination of trade
agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or
countries, and other government regulations affecting trade between the U.S. and other countries where we conduct business.
As a result, there have been, and may continue to be, greater restrictions and economic disincentives on international trade,
and considerable uncertainty about future U.S trade policies. These developments have the potential to adversely impact the
U.S. economy, our industry and the demand for our products. While we are managing the impact of recent trade policy
changes by evaluating sourcing opportunities outside of China, working with existing vendors on concessions, changing
componentry, modifying our assortment, and adjusting our pricing, it has been and may continue to be time-consuming and
expensive for us to alter our business operations in order to adapt to or comply with shifting trade policies. As a result, such
changes could have a material adverse effect on our business, financial condition and results of operations.
Increased shipping costs and supply chain disruptions may adversely affect sales of the Company’s products. Many of the
Company's products are delivered to customers either directly from the manufacturer or from the Company’s fulfillment
centers. The Company has established relationships with Federal Express and other common carriers for the delivery of these
products. If these carriers increase the prices they charge to ship the Company’s goods, and if the Company is forced to pass
these costs on to its customers, or if carrier capacity becomes constrained, due to strikes or otherwise, the Company’s sales
could be negatively impacted. In addition, ocean container availability and cost, as well as port and shipping route disruptions
could impact the Company’s ability to deliver products on a timely basis to our customers and adversely affect its customer
relationships, revenues and earnings.
If the supply of flowers for sale becomes limited, the price of flowers could rise or flowers may be unavailable and the
Company’s revenues and gross margins could decline. A variety of factors affect the supply of flowers in the United States
and the price of the Company’s floral products. If the supply of flowers available for sale is limited due to weather conditions,
farm closures, economic conditions, political conditions in supplier locations, or other factors, prices for flowers could rise
and as a result customer demand for the Company’s floral products may be reduced, causing revenues and gross margins to
decline. Alternatively, the Company may not be able to obtain high quality flowers in an amount sufficient to meet customer
demand. Even if available, flowers from alternative sources may be of lesser quality and/or may be more expensive than
those currently offered by the Company.
Most of the flowers sold in the United States are grown by farmers located abroad, primarily in Colombia, Ecuador and
Holland, and the Company expects that this will continue in the future.
13
The Company's operating results may suffer due to economic, political and social unrest or disturbances. Like other
American businesses, the Company is unable to predict what long-term effect acts of terrorism, war, or similar unforeseen
events may have on its business. The Company’s results of operations and financial condition could be adversely impacted
if such events cause an economic slowdown in the United States, negatively impact the supply chain, increase the cost of
key components for our gifts, or have other negative effects that cannot now be anticipated.
Business and Operational Risk Factors
The Company’s operating results may fluctuate, and this fluctuation could cause financial results to be below expectations.
The Company’s operating results may fluctuate from period to period for a number of reasons. In budgeting the Company’s
operating expenses for the foreseeable future, the Company makes assumptions regarding revenue trends; however, some of
the Company’s operating expenses are fixed in the short term. Sales of the Company’s products are seasonal, concentrated
in the fourth calendar quarter, due to the Thanksgiving and Christmas-time holidays, and the second calendar quarter, due to
Mother’s Day and Administrative Professionals’ Week. In anticipation of increased sales activity during these periods, the
Company hires a significant number of temporary employees to supplement its permanent staff and the Company increases
its inventory levels. If revenues during these periods do not meet the Company’s expectations, it may not generate sufficient
revenue to offset these increased costs and its operating results may suffer.
The Company’s quarterly operating results may significantly fluctuate and you should not rely on them as an indication of
its future results. The Company’s future revenues and results of operations may significantly fluctuate due to a combination
of factors, many of which are outside of management’s control. The most important of these factors include:
•
seasonality;
•
the retail economy;
•
the timing and effectiveness of marketing programs;
•
the timing of the introduction of new products and services;
•
the Company’s ability to find and maintain reliable sources for certain of its products;
•
the impact of severe weather, natural disasters, or public health conditions such as pandemics, on consumer
demand;
•
the timing and effectiveness of capital expenditures;
•
the Company’s ability to enter into or renew online marketing agreements; and
•
competition.
The Company may be unable to reduce operating expenses quickly enough to offset any unexpected revenue shortfall. If the
Company has a shortfall in revenue without a corresponding reduction to its expenses, operating results may suffer. The
Company’s operating results for any particular quarter may not be indicative of future operating results. You should not rely
on quarter-to-quarter comparisons of results of operations as an indication of the Company’s future performance. It is possible
that results of operations may be below the expectations of public market analysts and investors, which could cause the
trading price of the Company’s Class A common stock to fall.
During peak periods, the Company utilizes temporary employees and outsourced staff, who may not be as well-trained or
committed to its customers as its permanent employees, and if they fail to provide the Company’s customers with high quality
customer service the customers may not return, which could have a material adverse effect on the Company’s business,
financial condition, results of operations and cash flows. The Company depends on its customer service department to
respond to its customers should they have questions or problems with their orders. During peak periods, the Company relies
on its permanent employees, as well as temporary employees and outsourced staff to respond to customer inquiries. These
temporary employees and outsourced staff may not have the same level of commitment to the Company’s customers or be
as well trained as its permanent employees. If the Company’s customers are dissatisfied with the quality of the customer
service they receive, they may not shop with the Company again, which could have a material adverse effect on its business,
financial condition, results of operations and cash flows.
14
If the Company fails to develop and maintain its brands, it may not increase or maintain its customer base or its revenues.
The Company must continue to develop and maintain the its brands to expand its customer base and its revenues. In addition,
the Company has introduced and acquired other brands in the past, and may continue to do so in the future. The Company
believes that the importance of brand recognition will increase as it expands its product offerings. Many of the Company’s
customers may not be aware of the Company’s non-floral products. If the Company fails to advertise and market its products
effectively, it may not succeed in establishing its brands and may lose customers leading to a reduction of revenues.
The Company’s success in promoting and enhancing the 1-800-FLOWERS.COM brands will also depend on its success in
providing its customers high-quality products and a high level of customer service. If the Company’s customers do not
perceive its products and services to be of high quality, the value of the 1-800-FLOWERS.COM brands would be diminished
and the Company may lose customers and its revenues may decline.
Marketing programs that generate a significant amount of traffic may be less effective or less cost-efficient than in previous
periods, which could limit the volume and growth of the Company’s business. Although the Company expects a significant
portion of its customers will continue to come directly to its website, mobile applications, and telephone call center, it will
also rely on marketing arrangements with third party websites, search engines, display advertising providers, social media
platforms, and affiliates with which the Company has strategic relationships for traffic. If these third parties do not attract a
significant number of visitors, the Company may not receive a significant number of customers from these relationships and
its revenues from these relationships may decrease or remain flat. There continues to be strong competition to establish or
maintain relationships with leading Internet companies, and the Company may not successfully enter into additional
relationships or renew existing ones beyond their current terms. The Company may also be required to pay significant fees
to maintain and expand existing relationships. The Company’s online revenues may suffer if it does not enter into new
strategic online and social media relationships or maintain such existing relationships or if these relationships do not result
in traffic sufficient to justify their costs. In addition, current or future legislation or changes to third parties’ policies may
limit the Company’s ability to effectively reach consumers whose behavior suggests that they might be interested in Company
products. Vendors of advertising and analytics products and services have modified and may continue to modify their
products and services in ways that could reduce the efficiency of our marketing efforts, such as changes to cookie settings
and policies, modifications of organic search and paid listing algorithms, the addition of AI summaries to online search
engine results, and the introduction of new AI assistant platforms. While we strive to adjust our marketing strategies in
response to these changes, there can be no guarantee that any adjustments will be effective. Any reduction in our ability to
make effective use of advertising technologies could harm our ability to personalize the experience of prospective customers,
increase our costs, and limit our ability to attract and retain customers on cost-effective terms. As a result, our business and
results of operations could be adversely affected.
If local florists and other third-party vendors do not fulfill orders to the Company’s customers’ satisfaction, customers may
not shop with the Company again. In many cases, floral orders placed by the Company’s customers are fulfilled by local
independent florists, a majority of which are members of BloomNet. The Company does not directly control any of these
florists. In addition, many of the non-floral products sold by the Company are manufactured and delivered to its customers
by independent third-party vendors. If customers are dissatisfied with the performance of the local florist or other third-party
vendors, they may not utilize the Company’s services when placing future orders and its revenues may decrease.
If a florist discontinues its relationship with the Company, the Company’s customers may experience delays in service or
declines in quality and may not shop with the Company again. Many of the Company’s arrangements with local florists for
order fulfillment may be terminated by either party with 10 days’ notice. If a florist discontinues its relationship with the
Company, the Company will be required to obtain a suitable replacement located in the same geographic area, which may
cause delays in delivery or a decline in quality, leading to customer dissatisfaction and loss of customers.
If a significant number of customers are not satisfied with their purchase, the Company will be required to incur substantial
costs to issue refunds, credits or replacement products. The Company offers its customers a 100% satisfaction guarantee on
its products. If customers are not satisfied with the products they receive, the Company will either replace the product for the
customer or issue the customer a refund or credit. The Company’s net income would decrease if a significant number of
customers request replacement products, refunds or credits and the Company is unable to pass such costs onto the supplier.
15
Competition in the floral, plant, gift basket, gourmet food, and specialty gift industries is intense and a failure to respond to
competitive pressure could result in lost revenues. There are many companies that offer products in these categories.
In the floral category, the Company’s competitors include:
•
retail floral shops, some of which maintain toll-free telephone numbers, websites, and mobile applications;
•
online marketplaces, floral retailers, and social media platform retailers, as well as retailers offering
substitute gift products;
•
catalog companies that offer floral products;
•
floral telemarketers and wire services; and
•
supermarkets, mass merchants and specialty gift retailers with floral departments.
Similarly, the plant, gift basket, gourmet food, cookie, candy, fruit and specialty gift categories are each highly competitive.
Each of these categories encompasses a wide range of products and is highly fragmented. Products in these categories may
be purchased from a number of outlets, including mass merchants, retail shops, online retailers and mail-order catalogs.
Competition is intense and the Company expects it to increase. Increased competition could result in:
•
price reductions, decreased revenue and lower profit margins;
•
loss of market share; and
•
increased marketing expenditures.
These and other competitive factors could materially and adversely affect the Company’s results of operations.
If the Company does not accurately predict customer demand for its products, it may lose customers or experience increased
costs. If the Company overestimates customer demand for its products, excess inventory and outdated merchandise could
accumulate, tying up working capital and potentially resulting in reduced warehouse capacity and inventory losses due to
damage, theft and obsolescence. If the Company underestimates customer demand, it may disappoint customers who may
turn to its competitors. Moreover, the strength of our brands could be diminished due to misjudgments in merchandise
selection.
Extreme weather conditions, natural disasters, public health conditions such as pandemics, and other catastrophic events,
may interrupt our business, or our suppliers’ businesses. Some of our facilities and our suppliers’ facilities are located in
areas that may be subject to extreme, and occasionally prolonged, weather conditions, including hurricanes, tornadoes, and
wildfires. Extreme weather conditions, whether caused by global climate change or otherwise, may interrupt our operations
in such areas. In addition, public health conditions or other such unforeseen events could affect our and our suppliers'
operations. Any such events would negatively impact various functions, such as production, distribution, and order
fulfillment. Furthermore, extreme weather conditions may interrupt our suppliers’ production or shipments, or increase our
suppliers’ product costs, all of which could have an adverse effect on our business, financial condition, and results of
operations.
Various diseases, pests and certain weather conditions can affect fruit production. Various diseases, pests, fungi, viruses,
drought, frosts, hail, wildfires, floods and certain other weather conditions could affect the quality and quantity of our fruit
production in our Harry & David orchards, decreasing the supply of our products and negatively impacting profitability. Our
producing orchards also require adequate water supplies. A substantial reduction in water supplies could result in material
losses of crops, which could lead to a shortage of our product supply.
16
The ripening of our fruits is subject to seasonal fluctuations that could negatively impact profitability. The ripening of our
fruits in the Harry & David orchards can happen earlier than predicted due to warmer temperatures during the year. This
would result in an oversupply of fruits that we might not be able to sell on a timely basis and could result in significant
inventory write-offs. The ripening of the Company’s fruits can also happen later than predicted due to colder temperatures
during the year. This can cause a delay in product shipments and not being able to timely meet customer demand during the
critical holiday season. Both of these scenarios could adversely affect our business, financial condition and results of
operations.
If the Company is unable to hire and retain qualified employees, including key personnel, its business may suffer. The
Company’s success is dependent on its ability to hire, retain and motivate highly qualified personnel. Given the competitive
labor market, we cannot be assured that we can continue to hire, train and retain a sufficient number of qualified employees
at current wage rates. In particular, the Company’s success depends on the continued efforts of its senior management team.
The loss of the services of any of the Company’s executive management or key personnel or its inability to attract qualified
additional personnel could cause its business to suffer and force it to expend time and resources in locating and training
additional personnel.
A failure to integrate our acquisitions may cause the results of the acquired company, as well as the results of the Company
to suffer. The Company has opportunistically acquired a number of companies over the past several years. Additionally, the
Company may look to acquire additional companies in the future. As part of the acquisition process, the Company embarks
upon a project management effort to integrate the acquisition onto our information technology systems and management
processes. Due diligence undertaken with any acquisition may not reveal all potential problems or inefficiencies involved in
integrating the acquired entity into the Company. If we are unsuccessful in integrating our acquisitions, the results of our
acquisitions may suffer, management may have to divert valuable resources to oversee and manage the acquisitions, the
Company may have to expend additional investments in the acquired company to upgrade personnel and/or information
technology systems and the results of the Company may suffer.
A failure to dispose of assets or businesses in a timely manner may cause the results of the Company to suffer. The Company
continues to evaluate the potential disposition of assets and businesses that may no longer help meet its objectives. When the
Company decides to sell assets or a business, it may encounter difficulty in finding buyers or alternative exit strategies on
acceptable terms in a timely manner, which could delay the accomplishment of its strategic objectives. Alternatively, the
Company may dispose of a business at a price or on terms that are less than it had anticipated. After reaching an agreement
with a buyer or seller for the disposition of a business, the Company is subject to satisfaction of pre-closing conditions, which
may prevent the Company from completing the transaction. Dispositions may also involve continued financial involvement
in the divested business, such as through continuing equity ownership, guarantees, indemnities or other financial obligations.
Under these arrangements, performance by the divested businesses or other conditions outside the Company’s control could
affect its future financial results.
The terms of our existing credit facilities could limit our operating flexibility. The credit agreement governing our existing
credit facilities contains certain financial and certain affirmative and negative covenants requiring us to maintain certain
financial ratios and liquidity levels, limiting the ability to, among other things, incur additional indebtedness, make certain
investments, make certain restricted payments, incur certain liens or permit them to exist, hold cash deposits in accounts not
maintained with lenders under the existing credit facilities or their affiliates, enter into certain types of transactions with
affiliates, merge or consolidate with another company, and transfer, sell or otherwise dispose of assets. These terms may
affect our ability to obtain future financing and to pursue attractive business opportunities, and our flexibility in planning for,
and reacting to, changes in business conditions, which could adversely affect our business, financial condition and results of
operations. If we fail to comply with the provisions of our existing credit facilities and if such failure is not cured or waived,
it could result in an event of default that could enable our lenders to declare the outstanding principal of that debt, together
with accrued and unpaid interest, to be immediately due and payable. Any such default would also limit our ability to obtain
additional financing, which could have an adverse effect on our cash flow and liquidity.
17
We have incurred impairment charges for our goodwill and other long-lived tangible and intangible assets, and may incur
further impairment charges in the future, which would negatively impact our operating results. We review goodwill and other
long-term assets regularly to assess whether indicators of impairment have arisen, the result of which may require that the
Company recognize an impairment charge. Impairments have resulted and may result from, among other things, actual or
projected decline in performance, adverse changes in interest rates and other market conditions, adverse changes in applicable
laws or regulations, and a variety of other factors. We have in the past recorded, and may in the future be required to record,
significant charges in our consolidated financial statements during the period in which any impairment of our goodwill or
intangible assets is determined. For example, during fiscal 2025, fiscal 2024, and fiscal 2023, we recorded aggregate non-
cash impairment charges of $143.8 million, $19.8 million, and $64.6 million, respectively, related to goodwill and certain
trademarks to reduce their carrying value to their estimated fair value. If we are required to record additional non-cash
impairment charges to our goodwill, other intangibles, and/or long-lived assets, any such non-cash charge could have a
material adverse effect on our Consolidated Statements of Operations and Balance Sheets in the reporting period in which
we record the charge.
Information Technology and Systems
Failure to protect our website, networks and computer systems against disruption and cyber security threats, or otherwise
protect our and our customers’ confidential information, could damage our relationships with our customers, harm our
reputation, expose us to litigation and adversely affect our business. We rely extensively on our computer systems for the
successful operation of our business, including corporate email communications to and from employees, customers and retail
operations, the design, manufacture and distribution of our finished goods, digital marketing efforts, collection and retention
of customer data, employee information, the processing of credit card transactions, online e-commerce activities and our
interaction with the public in the social media space. Our systems are subject to damage or interruption from computer
viruses, malicious attacks and other security breaches. The possibility of a cyber-attack on any one or all of these systems is
always a serious threat and consumer awareness and sensitivity to privacy breaches and cyber security threats is high. If a
cybersecurity incident occurs, or there is a public perception that we have suffered a breach, our reputation and brand could
be damaged and we could be required to expend significant capital and other resources to alleviate problems.
As part of our business model, we collect, retain, and transmit confidential information over public networks. In addition to
our own databases, we use third party service providers to store, process and transmit this information on our behalf. Although
we contractually require these service providers to implement and use reasonable security measures, we cannot control third
parties and cannot guarantee that a security breach will not occur in the future either at their location or within their systems.
We have reasonable and up-to-date security measures in place to protect both our physical facilities and digital systems from
attacks. Despite these efforts, we may be vulnerable to targeted or random security breaches, acts of vandalism, computer
viruses, misplaced or lost data, programming and/or human errors, or other similar events.
Given the robust nature of our e-commerce presence and digital strategy, it is imperative that we and our e-commerce partners
maintain uninterrupted operation of our: (i) computer hardware, (ii) software systems, (iii) customer marketing databases,
and (iv) ability to contact our current and potential customers in various channels.
In addition, our systems may increasingly incorporate features involving artificial intelligence ("AI"), which is complex,
subject to increasing litigation and regulatory scrutiny, and may have errors or inadequacies that are not easily detectable. In
some instances, we may make use of third-party artificial intelligence products and services. These features, products, and
services may produce unintentional or unexpected outputs that are incorrect, infringe intellectual property or other rights, do
not match our business goals, do not comply with our internal policies or applicable legal or contractual requirements, or
otherwise are inconsistent with our business goals or brand identities. As a result, our implementation of AI features, products
and services could subject us to regulatory action, legal liability, and brand or reputational harm.
If our systems are damaged or fail to function properly or reliably, we may incur substantial interruption, repair or
replacement costs, experience data loss or theft and impediments to our ability to conduct our operations. Any material
disruptions in our e-commerce presence or information technology systems could have a material adverse effect on our
business, financial condition and results of operations.
18
An increase in the number of employees working remotely has amplified certain risks to the Company’s business and
increased demand on the Company’s information technology resources and systems. A number of the Company's employees
work remotely, which results in increased risks of phishing and other cybersecurity attacks as cybercriminals try to exploit
the vulnerabilities surrounding remote work, and an increase in the number of points of potential attack, such as laptops and
mobile devices (both of which are now being used in increased numbers), to be secured. Any failure to effectively manage
these risks, including to timely identify and appropriately respond to any cyberattacks, may adversely affect the Company’s
business.
If the Company fails to continuously improve its website (on all relevant platforms, including mobile), including successful
deployment of new technology, it may not attract or retain customers and may otherwise experience harm to its business. If
potential or existing customers do not find the Company’s website (on all relevant platforms, including mobile) a convenient
place to shop, the Company may not attract or retain customers and its sales may suffer. To encourage the use of the
Company’s website, it must continuously improve its accessibility, content and ease of use. If the Company is unable to
maintain a compelling web presence, including by successfully responding to new technology trends (such as generative
artificial intelligence), competitors' websites may be perceived as easier to use or better able to satisfy customer needs. In
addition, our use of generative AI in certain features of our website may present risks and challenges that remain uncertain
due to the relative novelty of this technology, and could subject us to competitive harm, regulatory action, legal liability and
brand or reputational harm.
The Company’s business could be injured by significant credit card, debit card and gift card fraud. Customers typically pay
for their online or telephone orders with debit or credit cards as well as a portion of their orders using gift cards. The
Company’s revenues and gross margins could decrease if it experienced significant credit card, debit card and gift card fraud.
Failure to adequately detect and avoid fraudulent credit card, debit card and gift card transactions could cause the Company
to lose its ability to accept credit cards or debit cards as forms of payment and/or result in charge-backs of the fraudulently
charged amounts and/or significantly decrease revenues. Furthermore, widespread credit card, debit card and gift card fraud
may lessen the Company’s customers’ willingness to purchase products through the Company’s websites or toll-free
telephone numbers. For this reason, such failure could have a material adverse effect on the Company’s business, financial
condition, results of operations and cash flows.
Unexpected system interruptions caused by system failures may result in reduced revenues and harm to the Company’s brand.
In the past, particularly during peak holiday periods, the Company has experienced significant increases in traffic on its
website and in its toll-free customer service centers. The Company’s operations are dependent on its ability to maintain its
computer and telecommunications systems in effective working order and to protect its systems against damage from fire,
natural disaster, power loss, telecommunications failure, security breaches (including breaches of our transaction processing
or other systems that could result in the compromise of confidential customer data), or similar events. The Company’s
systems have in the past, and may in the future, experience:
•
system interruptions;
•
long response times; and
•
degradation in service.
In addition, the Company periodically updates or replaces legacy systems with successor systems. Implementation of new
systems in prior periods has resulted in business disruptions and associated costs, as previously disclosed. If the Company
fails to timely and successfully effect any future system updates, the Company’s order management, fulfillment, or other
business processes could experience interruptions, and our results of operations could be negatively affected.
The Company’s business depends on customers making purchases on its systems. Its revenues may decrease and its reputation
could be harmed if it experiences frequent or long system delays or interruptions or if a disruption occurs during a peak
holiday season.
19
If the Company’s telecommunications providers do not adequately maintain the Company’s service, the Company may
experience system failures and its revenues may decrease. The Company is dependent on telecommunication providers to
provide telephone services and connectivity to its customer service centers and data centers. Although the Company
maintains redundant telecommunications systems, if these providers experience system failures or fail to adequately maintain
the Company’s systems, the Company may experience interruptions and will be unable to generate revenue. The Company
depends upon these third-party relationships because it does not have the resources to maintain its service without these or
other third parties. Failure to maintain these relationships or replace them on financially attractive terms may disrupt the
Company’s operations or require it to incur significant unanticipated costs.
Legal, Regulatory, Tax and Other Risks
Unauthorized use of the Company’s intellectual property by third parties may damage its brands. Unauthorized use of the
Company’s intellectual property by third parties may damage its brands and its reputation and may likely result in a loss of
customers. It may be possible for third parties to obtain and use the Company’s intellectual property without authorization.
Third parties have in the past infringed or misappropriated the Company’s intellectual property or similar proprietary rights.
The Company believes infringements and misappropriations will continue to occur in the future. Furthermore, the validity,
enforceability and scope of protection of intellectual property in Internet-related industries is uncertain and still evolving.
The Company has been unable to register certain of its intellectual property in some foreign countries and furthermore, the
laws of some foreign countries are uncertain or do not protect intellectual property rights to the same extent as do the laws
of the United States. The protection of the Company's intellectual property may require significant time and expense, and we
may not be successful in our efforts.
The Company’s franchisees may damage its brands or increase its costs by failing to comply with its franchise agreements
or its operating standards. The Company’s franchise business is governed by its Uniform Franchise Disclosure Document,
franchise agreements and applicable franchise law. If the Company’s franchisees do not comply with its established operating
standards or the terms of the franchise agreements, the 1-800-FLOWERS.COM brands may be damaged. The Company may
incur significant additional costs, including time-consuming and expensive litigation, to enforce its rights under the franchise
agreements. Additionally, the Company is the primary tenant on certain leases, which the franchisees sublease from the
Company. If a franchisee fails to meet its obligations as subtenant, the Company could incur significant costs to avoid default
under the primary lease. Furthermore, as a franchisor, the Company has obligations to its franchisees. Franchisees may
challenge the performance of the Company’s obligations under the franchise agreements and subject it to costs in defending
these claims and, if the claims are successful, costs in connection with their compliance.
If third parties acquire rights to use similar domain names or phone numbers or if the Company loses the right to use its
phone numbers, its brands may be damaged and it may lose sales. The Company’s Internet domain names are an important
aspect of its brand recognition. The Company cannot practically acquire rights to all domain names similar to
www.1800flowers.com, or its other brands, whether under existing top level domains or those issued in the future. If third
parties obtain rights to similar domain names, these third parties may confuse the Company’s customers and cause its
customers to inadvertently place orders with these third parties, which could result in lost sales and could damage its brands.
Likewise, the phone number that spells 1-800-FLOWERS is important to the Company’s brand and its business. While the
Company has obtained the right to use the phone numbers 1-800-FLOWERS, 1-888-FLOWERS and 1-877-FLOWERS, as
well as common toll-free “FLOWERS” misdials, it may not be able to obtain rights to use the FLOWERS phone number as
new toll-free prefixes are issued, or the rights to all similar and potentially confusing numbers. If third parties obtain the
phone number that spells “FLOWERS" with a different prefix or a toll-free number similar to FLOWERS, these parties may
also confuse the Company’s customers and cause lost sales and potential damage to its brands. In addition, under applicable
FCC rules, ownership rights to phone numbers cannot be acquired. Accordingly, the FCC may rescind the Company’s right
to use any of its phone numbers, including 1-800-FLOWERS (1-800-356-9377).
20
Defending against intellectual property infringement claims could be expensive and, if the Company is not successful, could
disrupt its ability to conduct business. The Company has been unable to register certain of its intellectual properties in some
foreign countries, including, “1-800-Flowers.com”, “1-800-Flowers” and “800-Flowers”. The Company cannot be certain
that the products it sells, or services it offers, do not or will not infringe valid patents, trademarks, copyrights or other
intellectual property rights held by third parties. The Company may be a party to legal proceedings and claims relating to the
intellectual property of others from time to time in the ordinary course of its business. The Company may incur substantial
expense in defending against these third-party infringement claims, regardless of their merit. Successful infringement claims
against the Company may result in substantial monetary liability or may materially disrupt its ability to conduct business.
Product liability claims may subject the Company to increased costs. Several of the products the Company sells, including
perishable food and alcoholic beverage products, may expose it to product liability claims in the event that the use or
consumption of these products results in personal injury or property damage. Although the Company has not experienced
any material losses due to product liability claims to date, it may be a party to product liability claims in the future and incur
significant costs in their defense. Product liability claims often create negative publicity, which could materially damage the
Company’s reputation and its brands. Although the Company maintains insurance against product liability claims, its
coverage may be inadequate to cover any liabilities it may incur.
Future litigation could have a material adverse effect on our business and results of operations. Lawsuits and other
administrative or legal proceedings that may arise in the course of our operations can involve substantial costs, including the
costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. In addition, lawsuits and
other legal proceedings may be time consuming and may require a commitment of management and personnel resources that
will be diverted from our normal business operations. Although we generally maintain insurance to mitigate certain costs,
there can be no assurance that costs associated with lawsuits or other legal proceedings will not exceed the limits of insurance
policies. Moreover, we may be unable to continue to maintain our existing insurance at a reasonable cost, if at all, or to secure
additional coverage, which may result in costs associated with lawsuits and other legal proceedings being uninsured. Our
business, financial condition, and results of operations could be adversely affected if a judgment, penalty or fine is not fully
covered by insurance.
A privacy or data security breach could expose us to costly government enforcement actions and private litigation and
adversely affect our business. An important component of our business involves the receipt, processing, transmittal, and
storage of personal and confidential information about our customers. We have programs in place to detect, contain and
respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade
service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to
anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we
develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly
compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities, or those
of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members,
contractors, vendors, and temporary staff. In addition, security breaches can also occur as a result of intentional or inadvertent
breaches by our employees or by persons with whom we have commercial relationships. Any actual or suspected security
breach or other compromise of our security measures or those of our third party vendors, whether as a result of banking
efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise,
could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new
ones, require us to expend significant capital and other resources to address the breach, and result in a violation of applicable
laws, regulations or other legal obligations. Moreover, any insurance coverage we may carry may be inadequate to cover the
expenses and other potential financial exposure we could face as a result of a privacy or data breach.
21
Our business is subject to government regulation in various areas, and the increasing costs of compliance efforts, as well as
any potential non-compliance, could adversely impact our business. We are subject to laws and regulations affecting our
operations in a number of areas, including consumer protection, labor and employment, data privacy, product safety, and
environmental. Compliance with these and similar laws and regulations may require significant effort and expense, and
variances and inconsistencies in requirements among jurisdictions may exacerbate this effort and expense. Because the
Company’s products and services are available over the Internet anywhere in the world, multiple jurisdictions may claim that
the Company is required to do business as a foreign corporation in one or more of those jurisdictions. Failure to qualify as a
foreign corporation in a jurisdiction where the Company is required to do so could subject it to taxes and penalties. States or
foreign governments may charge the Company with violations of local laws. The time and expense of compliance with
existing and future regulations could, in the aggregate, adversely affect our results of operations, limit our product and service
offerings in one or more regions, constrain our marketing efforts, or otherwise cause us to change or limit our business
practices.
We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there
can be no assurance that our customers, employees, contractors, vendors, franchisees, or agents will not violate such laws
and regulations or our policies and procedures. If we are held responsible for any such violations, we could incur substantial
aggregate expense from monetary penalties, resolution of customer claims, higher insurance premiums, and the time and
expense of addressing any such violation, which could be material to us. Additionally, we could experience reputational harm
as a result of any such violations.
Failure to comply with federal, state and international laws and regulations relating to privacy, data protection and consumer
protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and
consumer protection, could adversely affect our business and our financial condition.
A variety of federal, state and international laws and regulations govern the collection, use, retention, sharing, export and
security of personal information. These include laws and regulations that are intended to protect the privacy of children
online, including the Children’s Online Privacy Protection Act, a U.S. federal law that requires websites and online services
to obtain parental consent before collecting personal information from children under 13, as well as regulations adopted by
the Federal Trade Commission, and a growing array of state laws. We also may choose to comply with, or may be required
to comply with, self-regulatory obligations or other industry standards. Laws and regulations relating to privacy, data
protection and consumer protection are evolving and subject to potentially differing interpretations, and laws providing for
new privacy and security rights and requirements may overlap with each other, and may be enacted or come into effect in
different jurisdictions. These requirements may be enacted, interpreted or applied in a manner that is inconsistent from one
jurisdiction to another or in a manner that conflicts with other rules or our practices. As a result, some of our practices may
be in conflict, or may not comply in the future with all such evolving laws, regulations, requirements and obligations. Any
failure, or perceived failure, by us to comply with any federal, state or international privacy or consumer protection-related
laws, regulations, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or
consumer protection could adversely affect our reputation, brand and business, and may result in claims, proceedings or
actions against us by governmental entities or others, including claims for statutory damages asserted on behalf of purported
classes of affected persons or other liabilities or require us to change our business practices, including changing, limiting or
ceasing altogether the collection, use, sharing, or transfer of data relating to customers, which could materially adversely
affect our business, financial condition and operating results.
22
Many governmental regulations may impact the Internet, which could affect the Company’s ability to conduct business. Any
new law or regulation, or the application or interpretation of existing laws, may adversely impact the growth in the use of
the Internet or the Company’s websites. The Company expects there will be an increasing number of laws and regulations
pertaining to the Internet in the United States and throughout the world. These laws or regulations may relate to liability for
information received from or transmitted over the Internet, online content regulation, user privacy, age-appropriate design,
taxation and quality of products and services sold over the Internet. Moreover, the applicability to the Internet of existing
laws governing intellectual property ownership and infringement, copyright, trademark, trade secret, obscenity, libel,
employment, personal privacy and other issues is uncertain and developing. This could decrease the demand for the
Company’s products, increase its costs or otherwise adversely affect its business.
Our business is subject to evolving corporate governance and public disclosure regulations and expectations. We are subject
to evolving rules and regulations promulgated by a number of federal, state, and local governmental and self-regulatory
organizations, including the United States Securities and Exchange Commission (“SEC”), the Nasdaq Stock Exchange and
the Financial Accounting Standards Board. These rules and regulations continue to increase in scope and complexity, making
compliance more difficult, expensive and uncertain. In addition, public companies are encountering increased scrutiny on
ESG matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and
are likely to continue to result in, increased general and administrative expenses and increased management time and attention
spent complying with or meeting such regulations and expectations. For example, developing and acting on initiatives within
the scope of ESG, and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and
time consuming and is subject to evolving reporting standards. We could be criticized, fined or suffer other adverse
consequences based on the inaccuracy, inadequacy or incompleteness of our reporting. If our ESG-related data, processes
and reporting are incomplete or inaccurate, or if we otherwise fail to comply with ESG-related regulations, our reputation,
business, financial performance and growth could be adversely affected.
The price at which the Company’s Class A common stock will trade may be highly volatile and may fluctuate substantially.
The stock market has from time to time experienced price and volume fluctuations that have affected the market prices of
securities, particularly securities of companies with Internet operations. As a result, investors may experience a material
decline in the market price of the Company’s Class A common stock, regardless of the Company’s operating performance.
In the past, following periods of volatility in the market price of a particular company’s securities, securities class action
litigation has often been brought against that company. The Company may become involved in this type of litigation in the
future. Litigation of this type is often expensive and diverts management’s attention and resources and could have a material
adverse effect on the Company’s business and its results of operations.
Item 1B.
Unresolved Staff Comments
We have received no written comments regarding our current or periodic reports from the staff of the SEC that were issued
180 days or more preceding the end of our fiscal year ended June 29, 2025 that remain unresolved.
Item 1C. Cybersecurity
Risk Management and Strategy
In the ordinary course of our business, we utilize technology systems to collect, use, store, and transmit information. The
confidentiality, integrity, and availability of the information in our systems is important to our operations, business strategy,
and maintaining the trust of our customers, employees and partners. As part of our enterprise risk management program, we
have processes in place to identify, assess, and manage material risks associated with cybersecurity threats, as such term is
defined in Item 106(a) of Regulation S-K.
Our cybersecurity team engages with applicable personnel across the enterprise and utilizes software tools to identify,
categorize, and quantify material cybersecurity threat risks. The team meets regularly to consider new, known, and evolving
risks and evaluate the measures in place to mitigate these risks.
23
Our strategy for managing cybersecurity risk is multifaceted and includes, without limitation: (i) robust security policies and
procedures, designed in part to comply with the Payment Card Industry Data Security Standard (PCI-DSS), (ii) an incident
response plan backed with industry-leading incident response support services, (iii) comprehensive system security
vulnerability scanning, and oversight by a 24 hours a day, 7 days a week, 365 days a year Securities Operation Center; (iv)
periodic cybersecurity awareness training and testing for employees and certain contractors; (v) risk management of our
third-party suppliers, vendors, and other partners, which includes risk-based diligence and contractual provisions that
generally allow for periodic auditing, and (vi) security assessments of any businesses that we acquire.
As part of our cybersecurity risk management program, we periodically engage third parties to evaluate and test our systems,
run tabletop exercises to test our incident response processes, provide incident response support if needed, and certify our
PCI-DSS compliance.
We face ongoing risks that, if realized, could materially impact our business, operations and financial results. See our risk
factor disclosures in Item 1A of this Annual Report on Form 10-K under the heading “Information Technology and Systems,”
which are incorporated by reference herein. To date, risks from cybersecurity threats, including as a result of any previous
cybersecurity incidents, have not materially affected the company, including our business strategy, results of operations, or
financial condition.
Governance
The Board of Directors of the Company (the “Board”), as a whole and through its committees, oversees the Company’s risk
management process, including operational, financial, legal, strategic, marketing and brand reputation risks. The Technology
and Cybersecurity Committee of the Board (the “Committee”) oversees risk management associated with the Company’s
information technology use and protection, including data governance, privacy, compliance, and cybersecurity. The
Committee comprises Board members with particular expertise in technology and management, equipping them to oversee
cybersecurity risks effectively.
The Committee is responsible for the oversight of the Company’s policies and procedures intended to provide security,
confidentiality, availability, and integrity of the Company’s information, including with respect to data privacy and the
Company’s compliance with applicable data privacy and cybersecurity laws and regulations. The Committee also oversees
the quality and effectiveness of the Company’s policies and procedures with respect to its information technology systems
and provides oversight on the Company’s policies and procedures in maintaining preparedness for responding to any material
incidents. The Committee also periodically coordinates with the Company’s Audit Committee, which reviews risks related
to the Company’s information technology systems, including privacy, network security and data security.
The Company’s program to identify, assess, and manage cybersecurity risks is currently led by our Senior Vice President, IT
Operations, and leverages the expertise of our Chief Financial Officer and General Counsel. Our Senior Vice President, IT
Operations holds a Bachelor of Business Administration in Business Computer Information Systems and has over 20 years
of work experience, with more than 5 years in senior executive roles involving managing information systems, including
implementing effective information and cybersecurity programs. Our Senior Vice President, IT Operations, who reports to
our Chief Executive Officer, meets regularly with the executive leadership team regarding topics related to technology
operations, including cybersecurity, and also periodically updates the Board and the Committee regarding the Company’s
cybersecurity and data privacy risk mitigation plans.
With respect to the prevention, detection, mitigation, and remediation of cybersecurity incidents, our information security
team, under the direction of our Senior Vice President, IT Operations, monitors our information systems, assesses the severity
of any incidents it detects or that are otherwise reported, and follows escalation procedures embedded within our incident
response plan to inform the Senior Vice President, IT Operations, other members of management, the Committee, and the
Board, each as needed.
24
Item 2.
PROPERTIES
The table below lists the Company’s material properties at June 29, 2025:
Location
Type
Principal Use
Square Footage Ownership
Medford, OR
Office, plant and warehouse Manufacturing, distribution and
administrative
1,112,000
owned
Bolingbrook, IL
Office, plant and warehouse Manufacturing, distribution and
administrative
361,176
leased
Hebron, OH
Office, plant and warehouse Manufacturing, distribution and
administrative
330,900
owned
Medford, OR
Warehouse
Storage
324,500
leased
Obetz, OH
Warehouse
Distribution
301,176
leased
Atlanta, GA
Warehouse
Manufacturing and distribution
272,821
leased
Groveport, OH
Warehouse
Distribution
255,070
leased
Melrose Park, IL
Office and warehouse
Distribution, administrative and
customer service
250,000
leased
Jacksonville, FL
Office and warehouse
Distribution and administrative
180,000
owned
Lake Forest, IL
Office, plant and warehouse Manufacturing, distribution and
administrative
148,000
leased
Hebron, OH
Warehouse
Storage
116,000
leased
Burr Ridge, IL
Office, plant and warehouse Manufacturing, distribution and
administrative
109,722
leased
Jericho, NY
Office
Headquarters
92,700
leased
Westerville, OH
Office, plant and warehouse Manufacturing, distribution and
administrative
88,000
owned
Reno, NV
Warehouse
Distribution
70,000
leased
Memphis, TN
Warehouse
Distribution
70,000
leased
Philadelphia, PA
Fulfillment Center
Distribution
31,000
leased
Jackson County, OR
Orchards
Farming
41 (acres)
leased
Jackson County, OR
Orchards
Farming
1,819 (acres)
owned
Jackson County, OR
Land
Fallow land
1,356 (acres)
owned
Josephine County, OR Orchards
Farming
91 (acres)
owned
Josephine County, OR Land
Fallow land
88 (acres)
owned
Item 3.
LEGAL PROCEEDINGS
See Note 16 in Part IV, Item 15 for details.
Item 4.
MINE SAFETY DISCLOSURES
Not applicable.
25
PART II
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
1-800-FLOWERS.COM’s Class A common stock trades on The NASDAQ Global Select Market under the ticker symbol
“FLWS.” There is no established public trading market for the Company’s Class B common stock.
Rights of Common Stock
Holders of Class A common stock generally have the same rights as the holders of Class B common stock, except that holders
of Class A common stock have one vote per share and holders of Class B common stock have 10 votes per share on all
matters submitted to the vote of stockholders. Holders of Class A common stock and Class B common stock generally vote
together as a single class on all matters presented to the stockholders for their vote or approval, except as may be required
by Delaware law. Class B common stock may be converted into Class A common stock at any time on a one-for-one share
basis. Each share of Class B common stock will automatically convert into one share of Class A common stock upon its
transfer, with limited exceptions. During fiscal 2025 and 2024, no shares of Class B common stock were converted into
shares of Class A common stock. During fiscal 2023, 181,393 shares of Class B common stock were converted into shares
of Class A common stock.
Holders
As of August 29, 2025, there were approximately 172 stockholders of record of the Company’s Class A common stock,
although the Company believes that there is a significantly larger number of beneficial owners. As of August 29, 2025, there
were 14 stockholders of record of the Company’s Class B common stock.
Purchases of Equity Securities by the Issuer
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. The repurchase program is financed utilizing
available cash. On April 22, 2021, the Company’s Board of Directors authorized an increase to its stock repurchase plan of
up to $40.0 million. 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. 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. As of June 29, 2025, $11.4 million remains authorized under the
plan.
26
The following table sets forth, for the months indicated, the Company’s purchase of common stock during the three months
ended June 29, 2025:
Total Number
of Shares
Purchased as Dollar Value of
Part of
Shares
Total Number
Publicly
that May Yet
of
Average Price
Announced
Be Purchased
Shares
Paid Per Share
Plans or
Under the Plans
Period
Purchased
(1)
Programs
or Programs
(in thousands, except shares and average price paid per share)
03/31/25 – 04/27/25
- $
-
- $
11,658
04/28/25 – 05/25/25
46,872 $
5.57
46,872 $
11,396
05/26/25 – 06/29/25
- $
-
- $
11,396
Total
46,872 $
5.57
46,872
(1) Average price per share excludes commissions and other transaction fees.
Dividends
We have never declared or paid cash dividends on our common stock. We currently do not anticipate paying any cash
dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our
board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital
requirements, general business conditions and other factors that our board of directors may deem relevant. Our existing credit
facilities contain limitations on the payment of dividends. See our risk factor disclosures in Item1A of this Annual Report on
Form 10-K under the heading “Business and Operational Risk Factors” for more details.
27
Item 6.
RESERVED
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) is intended to
provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of
operations. The following MD&A discussion should be read in conjunction with the consolidated financial statements and
notes to those statements that appear elsewhere in this Form 10-K. The following discussion contains forward-looking
statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from
those discussed in the forward-looking statements. Factors that could cause or contribute to any differences include, but are
not limited to, those discussed under Item 1A — “Risk Factors.”
Business Overview
The Company is a leading provider of gifts designed to help inspire customers to give more, connect more, and build more
and better relationships. See Item 1 in Part I for a detailed description of the Company’s business.
Business Segments
The Company operates in the following three business segments: Consumer Floral & Gifts, Gourmet Foods & Gift Baskets,
and BloomNet. The Consumer Floral & Gifts segment includes the operations of the Company’s flagship brand, 1-800-
Flowers.com, Personalization Mall, Things Remembered, FruitBouquets.com, Flowerama and Alice’s Table, while the
Gourmet Foods & Gift Baskets segment includes the operations of Harry & David, Wolferman’s Bakery, Vital Choice, Moose
Munch, Cheryl’s Cookies, Mrs. Beasley’s, The Popcorn Factory, DesignPac, 1-800-Baskets.com, Simply Chocolate, Shari’s
Berries, and Scharffen Berger. The BloomNet segment includes the operations of BloomNet, Napco, and Card Isle.
Fiscal 2025 Results
Fiscal 2025 was a challenging year from a top and bottom line perspective. The broader macro-economic conditions have
continued to impact our consumers. We have seen consumer confidence and sentiment decline in response to various
uncertainties, including potential tariff impacts on inflation, a softening labor market, and shifting economic policies.
During fiscal 2025, net revenues decreased by $145.8 million, or 8.0%, to $1,685.7 million, compared to fiscal 2024,
primarily due to continued slowing demand for everyday gifting occasions as discretionary income remains under pressure
and consumers continue to moderate their spending. In addition, the Company experienced a highly promotional consumer
environment during the holidays.
Gross margins declined throughout the year, ending at 38.7%; a 140-basis point decrease over fiscal 2024, primarily due to
higher cost of merchandise and deleveraging of fixed costs.
Net loss was $200.0 million, compared with a net loss of $6.1 million in fiscal 2024. Adjusted EBITDA for fiscal 2025 was
$29.2 million, compared with $93.1 million in fiscal 2024, reflecting a decline in Adjusted EBITDA of $63.9 million, driven
by lower sales, reduced gross margin and increased advertising costs (See Reconciliation of net loss to adjusted EBITDA
(non-GAAP) below).
28
Goodwill and Intangible Asset Impairment
During the quarter ended March 30, 2025, the Company evaluated whether events or circumstances had changed such that
it was more likely than not that the fair value of its goodwill, intangibles, and other long-lived assets were less than their
carrying amounts. After consideration of then current operating results, changes in macro-economic conditions, and a decline
in the Company’s market capitalization, the Company concluded that a triggering event had occurred for its Consumer Floral
& Gifts reporting unit. As such, the Company performed an impairment test of the reporting unit’s goodwill, intangibles and
long-lived assets as of March 30, 2025, and recorded a non-cash goodwill and intangible impairment charge of $138.2
million, comprised of $113.4 million related to goodwill and $24.8 million attributable to the Personalization Mall tradename
(indefinite-lived intangible asset). The Company concluded that definite-lived and other long-lived assets of the reporting
unit were not impaired. 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. The adjustment was the result of a change in
the estimated allocation of the impairment charge between goodwill that is deductible and non-deductible for tax purposes.
In fiscal 2024, during the quarter ended December 31, 2023, as a result of a decline in the actual and projected revenue for
the Company’s Personalization Mall tradename, as well as a higher discount rate resulting from the higher interest rate
environment, the Company determined that an impairment assessment was required for this tradename. This assessment
resulted in the Company recording a non-cash impairment charge of $19.8 million to reduce the recorded carrying value of
the Personalization Mall tradename.
During the third quarter of fiscal 2023, the Company evaluated whether events or circumstances had changed such that it
would indicate it was more likely than not that its goodwill, intangibles and other long-lived assets of the Gourmet Foods &
Gift Baskets reporting units fair values were less than their carrying amounts. After considering the continuing pressures on
consumer discretionary spending, ongoing geopolitical events, the current inflationary macro-economic conditions, related
cost input headwinds that have negatively impacted the Company’s gross margins, and resulting downward revisions to its
forecast, the Company concluded that a triggering event had occurred for its Gourmet Foods & Gift Baskets reporting unit.
As such, the Company performed an impairment test of the reporting unit’s goodwill, intangibles and long-lived assets as of
April 2, 2023, and recorded a non-cash adjustment to fully impair the related goodwill of $62.3 million, and partially impaired
certain tradenames totaling $2.3 million within the reporting unit – See Note 7 – Goodwill and Other Intangibles, Net in Item
15.
Acquisition of Scharffen Berger
On July 1, 2024, the Company completed its acquisition of certain assets of Scharffen Berger®, a chocolate manufacturing
company, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets Segment. The Company used
cash on its balance sheet to fund the approximately $3.3 million purchase. Scharffen Berger annual revenues and results of
operations, based on its most recently available financial information at the time of acquisition, are deemed immaterial to the
Company's consolidated financial statements and, as such, pro forma results of operations have not been presented - see Note
4 – Acquisitions in Item 15.
Acquisition of Card Isle
On April 3, 2024, the Company completed its acquisition of certain assets of Card Isle, an e-commerce greeting card
company, expanding the Company’s presence in the greeting card category across all brands. The Company used cash on its
balance sheet to fund the $3.6 million purchase. Card Isle annual revenue and results of operations, based on its most recently
available financial information at the time of acquisition, are deemed immaterial to the Company's consolidated financial
statements – see Note 4 – Acquisitions in Item 15.
29
Acquisition of Things Remembered
On January 10, 2023, the Company completed its acquisition of certain assets of the Things Remembered brand, a provider
of personalized gifts, whose operations have been integrated within the PersonalizationMall.com brand, in the Consumer
Floral & Gifts segment. The Company used cash on its balance sheet to fund the $5.0 million purchase, which included
intellectual property, a customer list, certain inventory, and equipment. The acquisition did not include Things Remembered
retail stores. Things Remembered’s annual revenues from its e-commerce operations, based on its most recently available
unaudited financial information at the time of the acquisition was $30.4 million for the twelve months ended November 30,
2022 – see Note 4 – Acquisitions in Item 15.
Fiscal 2026
The Company is approaching fiscal 2026 as a pivotal period of foundation setting. By transforming the Company into a
customer-centric, data-driven organization with clear objectives and return on investment-focused decision making, the
Company aims to position itself to support its multi-year Celebrations strategy and fuel future growth.
The Company's strategic priorities are focused on positioning the organization for long-term growth. These priorities include:
•
driving cost savings and organizational efficiency,
•
building a customer-centric and data-driven organization,
•
broadening our reach beyond our e-commerce sites into new channels, and
•
strengthening our team through enhanced talent and accountability.
With a renewed commitment to agility and customer-centricity, the Company believes these foundational steps will set the
stage for sustainable revenue and profit growth in the years to come.
Definitions of non-GAAP financial measures:
We sometimes use financial measures derived from consolidated financial information, but not presented in our financial
statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain of these are
considered “non-GAAP financial measures” under the U.S. Securities and Exchange Commission rules. See below for
definitions and the reasons why we use these non-GAAP financial measures, and reconciliations of these non-GAAP financial
measures to their most directly comparable GAAP financial measures. These non-GAAP financial measures are referred to
as “non-GAAP”, “adjusted” or “on a comparable basis” below, as these terms are used interchangeably. Reconciliations for
forward-looking figures would require unreasonable efforts at this time because of the uncertainty and variability of the
nature and amount of certain components of various necessary GAAP components, including, for example, those related to
compensation, tax items, amortization or others that may arise during the year, and the Company’s management believes
such reconciliations would imply a degree of precision that would be confusing or misleading to investors. For the same
reasons, the Company is unable to address the probable significance of the unavailable information. The lack of such
reconciling information should be considered when assessing the impact of such disclosures.
EBITDA and adjusted EBITDA
We define EBITDA as net income (loss) before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined
as EBITDA adjusted for the impact of stock-based compensation, Non-Qualified Deferred Compensation Plan ("NQDC
Plan") investment appreciation/depreciation, and certain items affecting period-to-period comparability.
30
The Company presents EBITDA and Adjusted EBITDA because it considers such information meaningful supplemental
measures of its performance and believes such information is frequently used by the investment community in the evaluation
of similarly situated companies. The Company uses EBITDA and Adjusted EBITDA as factors used to determine the total
amount of incentive compensation available to be awarded to executive officers and other employees. The Company’s credit
agreement uses EBITDA and Adjusted EBITDA-related metrics to determine its interest rate and to measure compliance
with certain covenants. EBITDA and Adjusted EBITDA are also used by the Company to evaluate and price potential
acquisition candidates.
EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered in isolation or as a substitute
for analysis of the Company’s results as reported under GAAP. Some of the limitations are: (a) EBITDA and Adjusted
EBITDA do not reflect changes in, or cash requirements for, the Company’s working capital needs; (b) EBITDA and Adjusted
EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on
the Company’s debts; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and
amortized may have to be replaced in the future and EBITDA does not reflect any cash requirements for such capital
expenditures. EBITDA and Adjusted EBITDA should only be used on a supplemental basis combined with GAAP results
when evaluating the Company’s performance.
The following table presents the EBITDA and Adjusted EBITDA for fiscal years ended June 29, 2025 and June 30, 2024,
respectively. For EBITDA and Adjusted EBITDA for the fiscal year ended July 2, 2023, please refer to our Annual Report
on Form 10-K for the fiscal year ended July 2, 2023.
Reconciliation of net loss to Adjusted EBITDA (non-GAAP):
Years Ended
June 29,
2025
June 30,
2024
(in thousands)
Net loss
$
(199,993) $
(6,105)
Add: Interest expense and other, net
8,544
3,830
Add: Depreciation and amortization
53,618
53,752
Add: Income tax expense (benefit)
(13,364)
203
EBITDA
(151,195)
51,680
Add: Stock-based compensation
11,891
10,688
Add: Compensation charge related to NQDC plan investment appreciation
5,423
6,904
Add: System implementation costs
13,401
-
Add: Goodwill and intangible impairment
143,823
19,762
Add: Transaction costs
-
269
Add: Restructuring cost/Severance
5,823
2,564
Add: Litigation settlement
-
1,200
Adjusted EBITDA
$
29,166 $
93,067
31
Adjusted net income (loss) and adjusted or comparable net income (loss) per common share
We define adjusted net income (loss) and adjusted or comparable net income (loss) per common share as net income (loss)
and net income (loss) per common share adjusted for certain items affecting period-to-period comparability. We believe that
adjusted net income (loss) and adjusted or comparable net income (loss) per common share are meaningful measures because
they increase the comparability of period-to-period results. Since these are not measures of performance calculated in
accordance with GAAP, they should not be considered in isolation of, or as a substitute for, GAAP net income (loss) and net
income (loss) per common share, as indicators of operating performance and they may not be comparable to similarly titled
measures employed by other companies.
The following table presents the adjusted net loss for fiscal years ended June 29, 2025 and June 30, 2024. For adjusted net
income for fiscal year ended July 2, 2023, please refer to our Annual Report on Form 10-K for the fiscal year ended July 2,
2023.
Reconciliation of net loss to adjusted net income (loss) (non-GAAP):
Years Ended
June 29,
2025
June 30,
2024
(in thousands)
Net loss
$
(199,993) $
(6,105)
Adjustments to reconcile net loss to adjusted net income (loss) (non-GAAP)
Add: System implementation costs
13,401
—
Add: Transaction costs
—
269
Add: Restructuring cost/Severance
5,823
2,564
Add: Litigation settlement
—
1,200
Add: Goodwill and intangible impairment
143,823
19,762
Deduct: Tax related adjustments
(15,572)
(6,079)
Adjusted net income (loss) (non-GAAP)
$
(52,518) $
11,611
Basic and diluted net loss per common share
$
(3.13) $
(0.09)
Basic and diluted adjusted net income (loss) per common share (non-GAAP)
$
(0.82) $
0.18
Weighted average shares used in the calculation of basic and diluted net loss and
adjusted net income (loss) per common share
63,807
64,586
Segment contribution margin and adjusted segment contribution margin
We define segment contribution margin as earnings before interest, taxes, depreciation and amortization, before the allocation
of corporate overhead expenses. Adjusted segment contribution margin is defined as contribution margin adjusted for certain
items affecting period-to-period comparability. When viewed together with our GAAP results, we believe segment
contribution margin and adjusted segment contribution margin provide management and users of the financial statements
meaningful information about the performance of our business segments.
32
Segment contribution margin and adjusted segment contribution margin are used in addition to and in conjunction with results
presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. The material
limitation associated with the use of segment contribution margin and adjusted segment contribution margin is that they are
an incomplete measure of profitability as they do not include all operating expenses or non-operating income and expenses.
Management compensates for this limitation when using this measure by looking at other GAAP measures, such as Operating
Income (loss) and Net Income (loss).
The following table presents the net revenues, gross profit, segment contribution margin, and adjusted segment contribution
margin from each of the Company’s business segments, for fiscal years ended June 29, 2025 and June 30, 2024. For segment
contribution margin and adjusted segment contribution margin for the fiscal year ended July 2, 2023, please refer to our
Annual Report on Form 10-K for the fiscal year ended July 2, 2023.
33
Years Ended
June 29, 2025
System
Implementation
Costs
Goodwill and
Intangible
Impairment
Restructuring
Cost/
Severance
As
Adjusted
(non-GAAP)
June 29, 2025
June 30, 2024
Litigation
Settlement
Transaction
Costs
Intangible
Impairment
Restructuring
Cost /
Severance
As Adjusted
(non-GAAP)
June 30, 2024
%
Change
(dollars in thousands)
Net revenues:
Consumer
Floral & Gifts
$ 776,781 $
- $
- $
- $ 776,781
$ 849,791 $
- $
- $
- $
- $ 849,791
-8.6 %
BloomNet
98,707
-
-
-
98,707
107,802
-
-
-
-
107,802
-8.4 %
Gourmet Foods
& Gift Baskets
810,941
-
-
-
810,941
874,262
-
-
-
-
874,262
-7.2 %
Corporate
333
-
-
-
333
796
-
-
-
-
796
-58.2 %
Intercompany
eliminations
(1,104)
-
-
-
(1,104)
(1,230)
-
-
-
-
(1,230)
10.2 %
Total net
revenues
$ 1,685,658 $
- $
- $
- $ 1,685,658
$ 1,831,421 $
- $
- $
- $
- $ 1,831,421
-8.0 %
Gross profit:
Consumer
Floral & Gifts
$ 305,508 $
- $
- $
- $ 305,508
$ 346,951 $
- $
- $
- $
- $ 346,951
-11.9 %
39.3 %
39.3 %
40.8 %
40.8 %
BloomNet
$
47,914
-
-
-
47,914
51,999
-
-
-
-
51,999
-7.9 %
48.5 %
48.5 %
48.2 %
48.2 %
Gourmet Foods
& Gift Baskets
298,052
6,625
-
-
304,677
334,870
-
-
-
-
334,870
-9.0 %
36.8 %
37.6 %
38.3 %
38.3 %
Corporate
798
-
-
-
798
933
-
-
-
-
933
-14.5 %
239.6 %
239.6 %
117.2 %
117.2 %
Total gross
profit
$ 652,272 $
6,625 $
- $
- $ 658,897
$ 734,753 $
- $
- $
- $
- $ 734,753
-10.3 %
38.7 %
-
-
-
39.1 %
40.1 %
-
-
-
-
40.1 %
EBITDA (non-
GAAP):
Segment
Contribution
Margin (non-
GAAP) (a):
Consumer
Floral & Gifts
$ (94,620) $
- $
143,823 $
1,261 $
50,464
$
67,278 $
- $
- $
19,762 $
630 $
87,670
-42.4 %
BloomNet
29,047
-
-
222
29,269
33,766
-
-
-
69
33,835
-13.5 %
Gourmet Foods
& Gift Baskets
46,993
10,393
-
1,387
58,773
84,508
-
-
-
538
85,046
-30.9 %
Segment
Contribution
Margin Subtotal
(18,580)
10,393
143,823
2,870
138,506
185,552
-
-
19,762
1,237
206,551
-32.9 %
Corporate (b)
(132,615)
3,008
-
2,953 (126,654)
(133,872)
1,200
269
-
1,327 (131,076)
3.4 %
EBITDA (non-
GAAP)
(151,195)
13,401
143,823
5,823
11,852
51,680
1,200
269
19,762
2,564
75,475
-84.3 %
Add: Stock-
based
compensation
11,891
-
-
-
11,891
10,688
-
-
-
-
10,688
11.3 %
Add:
Compensation
charge related
to NQDC Plan
Investment
Appreciation
5,423
-
-
-
5,423
6,904
-
-
-
-
6,904
-21.5 %
Adjusted
EBITDA (non-
GAAP) (c)
$ (133,881) $
13,401 $
143,823 $
5,823 $
29,166
$
69,272 $
1,200 $
269 $
19,762 $
2,564 $
93,067
-68.7 %
34
(a) Segment performance is measured based on segment contribution margin or segment Adjusted EBITDA,
reflecting only the direct controllable revenue and operating expenses of the segments, both of which are non-
GAAP measurements. As such, management’s measure of profitability for these segments does not include the
effect of corporate overhead, described above, depreciation and amortization, other income (net), and other
items that we do not consider indicative of our core operating performance.
(b) Corporate expenses consist of the Company’s enterprise shared service cost centers, and include, among other
items, Information Technology, Human Resources, Accounting and Finance, Legal, Executive and Customer
Service Center functions, stock-based compensation, as well as changes in the fair value of the Company's
NQDC Plan. In order to leverage the Company’s infrastructure, these functions are operated under a centralized
management platform, providing support services throughout the organization. The costs of these functions,
other than those of the Customer Service Center, which are allocated directly to the above categories based
upon usage, are included within corporate expenses as they are not directly allocable to a specific segment.
(c) See reconciliation of the Company's net loss to Adjusted EBITDA (non-GAAP) above.
Free Cash Flow
We define Free Cash Flow as net cash provided by (used in) operating activities, less capital expenditures. The Company
considers Free Cash Flow to be a liquidity measure that provides useful information to management and investors about the
amount of cash generated by the business after the purchases of fixed assets, which can then be used to, among other things,
invest in the Company’s business, make strategic acquisitions, strengthen the balance sheet and repurchase stock or retire
debt. Free Cash Flow is a liquidity measure that is frequently used by the investment community in the evaluation of similarly
situated companies. Since Free Cash Flow is not a measure of performance calculated in accordance with GAAP, it should
not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. A limitation
of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease
in the Company’s cash balance for the period.
The following table reconciles net cash provided by (used in) operating activities, a GAAP measure, to free cash flow, a non-
GAAP measure.
Years Ended
June 29,
2025
June 30,
2024
(in thousands)
Net cash provided by (used in) operating activities
$
(26,363) $
94,999
Capital expenditures
(41,463)
(38,632)
Free Cash Flow
$
(67,826) $
56,367
Results of Operations
The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30. Fiscal years 2025, 2024, and
2023, which ended on June 29, 2025, June 30, 2024, and July 2, 2023 respectively, each consisted of 52 weeks.
35
Net Revenues
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
Net revenues:
E-Commerce
$
1,464,445
-9.3 % $
1,614,199
-7.5 % $
1,744,622
Other
221,213
1.8 %
217,222
-20.5 %
273,231
Total net revenues
$
1,685,658
-8.0 % $
1,831,421
-9.2 % $
2,017,853
Net revenues consist primarily of the selling price of the merchandise, service or outbound shipping charges, less discounts,
returns and credits. The Company’s net revenues from international sources were not material during fiscal years 2025, 2024
and 2023.
During the fiscal year ended June 29, 2025, net revenues decreased 8.0% in comparison to the prior year, due to lower order
volume across all segments, reflecting a continuation of the trend we have experienced over the past few years as
discretionary income remains pressured and consumers continue to moderate their spending. In addition, the Company
experienced the impact of inefficient marketing spend, as well as a highly promotional consumer environment during the
holidays.
During the fiscal year ended June 30, 2024, net revenues decreased 9.2% in comparison to the prior year, due to lower order
volume across all segments, as discretionary income remained pressured and consumers continued to moderate their
spending. Contributing to this decline was the prudent use of advertising spend, to balance the long-term goals of the
Company with strategies to improve gross margins and tightly control operating expenses during this challenging economic
environment.
Disaggregated revenue by channel follows:
Years Ended
Consumer Floral &
Gifts
BloomNet
Gourmet Foods &
Gift Baskets
Corporate and
Eliminations
Consolidated
June 29,
2025
June 30,
2024
%
Change
June 29,
2025
June 30,
2024
%
Change
June 29,
2025
June 30,
2024
%
Change
June 29,
2025
June 30,
2024
June 29,
2025
June 30,
2024
%
Change
(dollars in thousands)
Net revenues
E-commerce
$ 768,631 $ 840,569
-8.6 % $
- $
-
- $ 695,814 $ 773,630
-10.1 % $
- $
- $ 1,464,445 $ 1,614,199
-9.3 %
Other
8,150
9,222
-11.6 %
98,707 107,802
-8.4 % 115,127 100,632
14.4 %
(771)
(434)
221,213
217,222
1.8 %
Total net
revenues
$ 776,781 $ 849,791
-8.6 % $ 98,707 $ 107,802
-8.4 % $ 810,941 $ 874,262
-7.2 % $
(771) $
(434) $ 1,685,658 $ 1,831,421
-8.0 %
Other revenues
detail
Retail and other
8,150
9,222
-11.6 %
-
-
-
9,717
9,534
1.9 %
-
-
17,867
18,756
-4.7 %
Wholesale
-
-
-
40,830
42,362
-3.6 % 105,410
91,098
15.7 %
-
-
146,240
133,460
9.6 %
BloomNet
services
-
-
-
57,877
65,440
-11.6 %
-
-
-
-
-
57,877
65,440
-11.6 %
Corporate
-
-
-
-
-
-
-
-
-
333
796
333
796
-58.2 %
Eliminations
-
-
-
-
-
-
-
-
- (1,104)
(1,230)
(1,104)
(1,230)
10.2 %
Total other
revenues
$
8,150 $
9,222
-11.6 % $ 98,707 $ 107,802
-8.4 % $ 115,127 $ 100,632
14.4 % $
(771) $
(434) $ 221,213 $
217,222
1.8 %
36
Revenue by sales channel:
•
E-commerce revenues (combined online and telephonic) decreased 9.3% during fiscal 2025, primarily as a result
of a decline in demand across all our segments, attributable to the macro-economic conditions noted above, the
impact of inefficient marketing spend, and a highly promotional consumer environment. The Company had lower
order volumes (17.3 million, -8.2% vs. prior year) coupled with slightly lower average order value ($84.72, -1.1%
vs prior year) as a result of product mix trending into lower price point items.
E-commerce revenues decreased 7.5% during fiscal 2024, primarily as a result of a decline in demand for
“Everyday” gifts across all our segments, attributable to the macro-economic conditions noted above, which
negatively impacted consumer discretionary spending, combined with planned reductions in advertising spend.
Lower order volumes (18.8 million, -9.9% vs. prior year) were slightly offset by higher average order value ($85.70,
+2.7% vs prior year) as a result of product mix trending into higher price point items, including bundles, and
customer mix with higher income customers buying at a higher rate than lower income customers.
•
Other revenues are comprised of the Company’s BloomNet segment, as well as the wholesale and retail channels
of its Consumer Floral & Gifts and Gourmet Foods & Gift Baskets segments.
Other revenues increased 1.8% during fiscal 2025 primarily due to higher wholesale volumes within the Gourmet
Foods & Gift Baskets segment due to increased orders from big box retailers, which was partially offset by lower
BloomNet revenues due to lower order volume through the network, including our 1-800-Flowers® brand.
Other revenues decreased 20.5% during fiscal 2024 primarily due to lower order volume from big box retailers, as
well as lower BloomNet Wholesale and Service revenues. The lower service revenues were due to lower shop-to-
shop volumes.
Revenue by segment:
Consumer Floral & Gifts – this segment, which includes the operations of the 1-800-Flowers.com®, Personalization
Mall®, Things Remembered® and Alice’s Table brands®, derives revenue from the sale of consumer floral products and
gifts through its e-commerce sales channels (telephonic and online sales), retail stores, and royalties from its franchise
operations.
Net revenues decreased 8.6% during fiscal 2025, due to the continued macro-economic pressure, a highly promotional
consumer environment, and the impact of inefficient marketing spend.
Net revenues decreased 7.7% during fiscal 2024, due to the continued reduction of “Everyday” product demand, and weaker
than anticipated Valentine’s Day and Mother’s Day demand, as consumers’ discretionary spending remained cautious in the
inflationary environment, combined with planned reductions in advertising spend, as our brands focused their efforts on
improving gross margin and operating spend efficiency, in the face of softening demand.
BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service offerings.
Net revenues decreased 8.4% during fiscal 2025, due to lower service revenue, which was attributable to a decline in order
volume processed through the network, as well as lower wholesale product sales.
Net revenues decreased 19.1% during fiscal 2024, due to soft wholesale product sales, as the result of weakness in demand
across the industry and lower service revenue. The lower service revenue was attributable to reduced membership/transaction
fee revenues, as well as lower florist-to-florist revenue associated with a decline in order volume processed through the
network, and lower directory services ad revenues.
37
Gourmet Foods & Gift Baskets – this segment includes the operations of Harry & David®, Wolferman’s Bakery®, Cheryl’s
Cookies®, The Popcorn Factory®, 1-800-Baskets.com®/DesignPac®, Shari’s Berries®, Vital Choice®, and since July 1,
2024, Scharffen Berger®. Revenue is derived from the sale of gourmet fruits, cookies, baked gifts, premium chocolates and
confections, gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish, through the Company’s e-commerce
sales channels (telephonic and online sales) and company-owned and operated retail stores under the Harry & David and
Cheryl’s Cookies brand names, as well as wholesale operations.
Net revenues decreased 7.2% during fiscal 2025, as e-commerce revenues declined 10.1% due to lower demand and the
impact of inefficient marketing spend, partially offset by increased wholesale volume as big box retailers increased orders in
the current year. In addition, the implementation of a new order management system for our Harry & David brand negatively
impacted sales during the holiday period in fiscal 2025.
Net revenues decreased 9.4% during fiscal 2024, as e-commerce declined 7.2% due to lower consumer demand, as a result
of macro-economic weakness, which significantly reduced “Everyday” occasion volumes, combined with planned reductions
in advertising spend, as the brands focused their efforts on improving gross margins and operating spend efficiency in the
face of softening demand. The unfavorable revenue trend was attributable to lower order volume, partially offset by favorable
average order value as a result of product mix including more bundles and other higher priced offerings as higher income
customers continued to buy at a higher rate. Wholesale/Retail channel revenues were unfavorable to prior year primarily due
to lower order volume from big box retailers.
Gross Profit
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
Gross profit
$
652,272
-11.2 % $
734,753
-3.0 % $
757,526
Gross profit %
38.7 %
40.1 %
37.5 %
Gross profit consists of net revenues less cost of revenues, which is comprised primarily of florist fulfillment costs (fees paid
directly to florists), the cost of floral and non-floral merchandise sold from inventory or through third parties, and associated
costs, including inbound and outbound shipping charges. Additionally, cost of revenues includes labor and facility costs
related to direct-to-consumer and wholesale production operations, as well as payments made to sending florists related to
order volume referred through the Company’s BloomNet network.
Gross profit decreased 11.2% during fiscal 2025 due to lower revenues, as well as a decline in gross margin of 140 basis
points compared with fiscal 2024 due to declines within the Consumer Floral & Gifts and the Gourmet Foods & Gift Baskets
segments, partially offset by an increase in gross profit in the Company's BloomNet segment.
Gross profit decreased 3.0% during fiscal 2024 due to the lower revenues noted above, partially offset by a higher gross
margin percentage, driven by favorable product mix, lower freight costs, a decline in commodity costs, and the Company’s
logistics optimization efforts. Gross margins improved throughout the year ending at 40.1%; a 260-basis point improvement
over fiscal 2023.
Consumer Floral & Gifts segment – Gross profit in fiscal 2025 in comparison to prior year decreased by 11.9%, due to the
impact of the lower revenues noted above, as well as an unfavorable gross profit percentage primarily attributable to higher
cost of merchandise and deleveraging of fixed costs resulting from lower sales volumes.
Gross profit in fiscal 2024 decreased in comparison to prior year by 4.5%, due to the unfavorable revenues noted above,
partially offset by favorable gross profit percentage attributable to favorable product mix into higher margin direct fulfilled
sales, favorable fulfillment costs, as well as lower inbound and outbound shipping cost.
38
BloomNet segment – Gross profit in fiscal 2025 from the BloomNet segment decreased in comparison to prior year by 7.9%,
due to the impact of lower revenues noted above, offset in part by improved gross profit percentage driven by lower florist
rebates related to lower florist-to-florist volume.
Gross profit in fiscal 2024 from the BloomNet segment decreased in comparison to prior year by 8.6%, due to the unfavorable
revenues noted above, partially offset by an increase in gross margin percentage. Gross margin percentage was higher than
prior year due to lower florist rebates, which was driven by the lower shop-to-shop volume mainly from partners that carried
higher contracted rates. In addition, wholesale margins, improved as a result of strategic pricing initiatives and lower cost of
merchandise due to more favorable ocean freight rates.
Gourmet Foods & Gift Baskets segment – Gross profit in fiscal 2025 decreased in comparison to prior year by 9.0%, due
to the decrease in revenue noted above, as well as decreased gross profit percentage attributable to higher cost of merchandise,
deleveraging of fixed costs resulting from lower sales volumes, and incremental costs associated with the implementation of
a new order management system for the Harry & David brand.
Gross profit in fiscal 2024 decreased in comparison to prior year by 0.6%, due to the unfavorable revenues noted above,
partially offset by favorable gross profit percentage. The favorable gross profit percentage was primarily due to lower delivery
and shipping costs as logistical initiatives allowed the group to decrease shipping costs. Favorable cost of merchandise
(favorable inbound ocean freight and lower commodity costs), along with the Company's inventory and labor optimization
efforts, also contributed to the improved margin percentage. In addition, the brand benefited from favorable product mix due
to the continued gap in buying behavior of higher income customers continuing to purchase higher priced merchandise with
strong margins, while lower income customers continue to tighten their discretionary spending.
Marketing and sales expense
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
Marketing and sales
$
480,439
-0.9 % $
485,016
-3.2 % $
500,840
Percentage of net revenues
28.5 %
26.5 %
24.8 %
Marketing and sales expense consists primarily of advertising and promotional expenditures, catalog costs, online portal and
search costs, retail store and fulfillment operations (other than costs included in cost of revenues) and customer service center
expenses, as well as the operating expenses of the Company’s departments engaged in marketing, selling, and merchandising
activities.
Marketing and sales expense decreased 0.9% during fiscal 2025, essentially in-line with the prior year. Marketing and sales
expenses as a percentage of revenues increased over the prior year due to increased advertising costs needed to support sales
due to a competitive environment.
Marketing and sales expense decreased 3.2% during fiscal 2024 due to lower variable portal expenses and labor efficiencies,
which was partially offset by higher general advertising expenses, as the brands reallocated dollars from less effective bottom
of the funnel advertising to other areas to generate additional revenue in a challenging and competitive environment.
39
Technology and development expense
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
Technology and development
$
62,279
3.4 % $
60,235
-0.8 % $
60,691
Percentage of net revenues
3.7 %
3.3 %
3.0 %
Technology and development expense consists primarily of payroll and operating expenses of the Company’s information
technology group, costs associated with its websites, including hosting, design, content development, and maintenance and
support costs related to the Company’s order entry, customer service, fulfillment, and database systems.
Technology and development expense increased by 3.4% during fiscal 2025, primarily due to higher development and
consulting costs for the Company's technology platform enhancements, including incremental costs relating to the
implementation of a new customer service platform and order management system.
Technology and development expense decreased by 0.8% during fiscal 2024, primarily due to reduced labor and consulting
costs, offset in part by increased maintenance and support for the Company's technology platform.
During the fiscal years 2025, 2024 and 2023, the Company expended $93.0 million, $86.8 million and $85.8 million,
respectively, on technology and development, of which $30.7 million, $26.6 million and $25.1 million, respectively, has been
capitalized.
General and administrative expense
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
General and administrative
$
116,926
-1.0 % $
118,060
4.7 % $
112,747
Percentage of net revenues
6.9 %
6.4 %
5.6 %
General and administrative expense consists of payroll and other expenses in support of the Company’s executive, finance
and accounting, legal, human resources and other administrative functions, as well as professional fees and other general
corporate expenses.
General and administrative expense decreased 1.0% during fiscal 2025, primarily due to lower labor costs and changes in
the value of the Company’s NQDC investments - refer to equal offset in “Other expense (income), net”. This was partially
offset by higher insurance costs.
General and administrative expense increased 4.7% during fiscal 2024, primarily due to higher labor costs attributable to a
change in the value of the Company’s NQDC Plan investments - refer to equal offset in “Other expense (income), net”, as
well as severance costs related to an enterprise reduction in workforce. This was partially offset by lower professional fees
related to litigation and acquisition costs, and lower bad debts expense primarily related to reserves for certain big box
retailers and florists taken in fiscal 2023.
40
Depreciation and amortization
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
Depreciation and amortization
$
53,618
-0.2 % $
53,752
0.1 % $
53,673
Percentage of net revenues
3.2 %
2.9 %
2.7 %
Depreciation and amortization expense for fiscals 2025 and 2024 were in-line with the prior year periods.
Goodwill and intangible impairment
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
Goodwill and intangible impairment $
143,823
627.8 % $
19,762
-69.4 % $
64,586
In fiscal 2025, the Company recorded a non-cash goodwill and intangible impairment charge of $143.8 million, comprised
of $119.0 million related to goodwill for its Consumer Floral & Gifts segment and $24.8 million attributable to the
Personalization Mall tradename.
During fiscal 2024, the Company recorded a non-cash impairment charge of $19.8 million related to its Personalization Mall
tradename, due to a decline in the actual and projected revenue, combined with a higher discount rate resulting from the
higher interest rate environment.
During fiscal 2023, the Company recorded a non-cash impairment charge of $64.6 million related to its Gourmet Foods &
Gift Baskets reporting unit. The Company fully impaired the related goodwill and partially impaired certain tradenames
within the reporting unit.
See Note 7 - Goodwill and Other Intangibles, Net in Part IV, Item 15 for additional information.
Interest Income
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
Interest income
$
(3,380)
-49.4 % $
(6,680)
115.2 % $
(3,104)
Interest income consists of income earned on the Company’s available cash balances.
Interest income decreased 49.4% during fiscal 2025, due to a decline in interest earned on lower available cash balances, as
well as lower interest rates.
Interest income in fiscal 2024 increased 115.2% from fiscal 2023 due to an increase in interest earned attributable to higher
available cash balances, as well as higher interest rates.
41
Interest Expense
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
Interest expense
$
15,438
-10.8 % $
17,303
23.2 % $
14,050
Interest expense consists primarily of interest expense and amortization of deferred financing costs attributable to the
Company’s credit facilities (See Note 10 - Long-Term Debt, Net in Part IV, Item 15 for details).
Interest expense decreased 10.8% during fiscal 2025, due to a lower outstanding term loan balance, as well as lower interest
rates.
Interest expense increased 23.2% in fiscal 2024 from fiscal 2023 due to higher interest rates partially offset by lower
borrowings during the year.
Other expense (income), net
Years Ended
June 29, 2025
% Change
June 30, 2024
% Change
July 2, 2023
(dollars in thousands)
Other expense (income), net
$
(3,514)
-48.3 % $
(6,793)
-943.9 % $
805
Other expense, net during fiscal 2025 and fiscal 2024 consisted primarily of the gain on the Company's NQDC Plan
investments (for which the offsetting expense was recorded in the general and administrative expense line item).
Income Taxes
The Company recorded an income tax benefit of $13.4 million during fiscal 2025, an income tax expense of $0.2 million in
fiscal 2024, and an income tax benefit of $2.1 million in fiscal 2023, resulting in an effective tax rate of 6.3%, (3.4%) and
4.4%, respectively. The Company’s effective tax rate for fiscal 2025 differed from the U.S. federal statutory rate of 21.0%
primarily due to establishing a valuation allowance on certain federal and state deferred tax assets (including charitable
contribution carryforwards) and the permanent portion of goodwill impairment charges. The Company’s effective tax rate
for fiscal 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state taxes, increases in valuation
allowances, and tax shortfalls related to stock-based compensation, partially offset by enhanced deductions and various tax
credits. The Company’s effective tax rate for fiscal 2023 differed from the U.S. federal statutory rate of 21.0% primarily due
to the impact of the non-deductible portion of the Company’s impairment charge, as well as state income taxes and non-
deductible expenses for executive compensation, tax shortfalls related to stock-based compensation, partially offset by
enhanced deductions and various tax credits.
At June 29, 2025, the Company had $22.0 million of indefinite lived federal net operating losses, $110.4 million of state net
operating loss carryforwards, some of which will begin to expire in fiscal 2026 to the extent not utilized and $5.4 million of
foreign net operating loss carryforward which will begin to expire in fiscal 2034 if not utilized. At June 29, 2025, the
Company’s federal charitable contribution carryforwards were $21.9 million, which will begin to expire in fiscal 2027 if not
utilized. At June 29, 2025, the Company’s research and development and work opportunity credit carryforwards were $0.6
million and $0.1 million, respectively, which will both begin to expire in fiscal 2045 if not utilized.
42
Liquidity and Capital Resources
Liquidity and borrowings
The Company’s principal sources of liquidity are cash on hand, cash flows generated from operations, and borrowings
available under the Company’s credit agreement (see Note 10 - Long-Term Debt, Net in Part IV, Item 15 for details). At
June 29, 2025, the Company had working capital of $61.3 million, including cash and cash equivalents of $46.5 million,
compared to net working capital of $157.9 million, including cash and cash equivalents of $159.4 million at June 30, 2024.
Due to the seasonal nature of the Company’s business, and its continued expansion into non-floral products, the Thanksgiving
through Christmas holiday season, which falls within the Company’s second fiscal quarter, generates over 40% of the
Company’s annual revenues, and all of its earnings. Due to the number of major floral gifting occasions, including Mother’s
Day, Valentine’s Day, Easter and Administrative Professionals Week, revenues also have historically risen during the
Company’s fiscal third and fourth quarters in comparison to its fiscal first quarter.
During the first two quarters of fiscal 2025, the Company borrowed under its revolving credit facility in order to fund pre-
holiday manufacturing and inventory procurement requirements, with borrowings peaking at $110.0 million in November
2024. Cash generated from operations during the Christmas holiday shopping season enabled the Company to repay the
borrowings under the revolving credit facility in December 2024. The Company had no amounts outstanding under the
revolving credit facility as of June 29, 2025. In addition, during fiscal 2025, the Company made payments of $30.0 million
on its Term Loan, which included a $25.0 million voluntary prepayment.
Based on our year-end cash balances, combined with projected cash flows, the Company expects to borrow under its
revolving credit facility to fund pre-holiday manufacturing and inventory purchases during the first quarter of fiscal 2026.
The Company expects to be able to repay all working capital borrowings prior to the end of the second quarter of fiscal 2026.
While we believe that our sources of funding will be sufficient to meet our anticipated operating cash needs for at least the
next twelve months, any projections of future cash needs and cash flows are subject to substantial uncertainty. We continually
evaluate, and will, from time to time, consider the acquisition of, or investment in, complementary businesses, products,
services, capital infrastructure, and technologies, which might affect our liquidity requirements or cause us to require
additional financing.
Cash Flows
Net cash used for operating activities of $26.4 million for fiscal 2025 was primarily attributable to uses of cash for working
capital purposes, comprised of decreases in accounts payable and accrued expenses and increases in trade receivables and
prepaid and other.
Net cash used in investing activities of $44.5 million was attributable to capital expenditures primarily related to the
Company's technology and automation initiatives, and the acquisition of Scharffen Berger as noted above.
Net cash used in financing activities of $42.1 million related primarily to net repayment of bank borrowings of $30.0 million,
which included a $25.0 million voluntary prepayment on the Company's term loan, and the acquisition of treasury stock of
$10.2 million.
Free Cash Flow
Free cash flow was a negative $67.8 million for fiscal 2025, compared with free cash flow of positive $56.4 million for fiscal
2024, a decrease of $124.2 million primarily driven by a decrease in cash flows from operations, driven by lower net income,
adjusted for non-cash items, as well as timing of changes in working capital. Refer to "Definitions of non-GAAP financial
measures" for reconciliation of non-GAAP results to applicable GAAP results.
43
Stock Repurchase Program
See Item 5 in Part II for details.
Contractual Obligations
At June 29, 2025, the Company’s contractual obligations consist of:
•
Long-term debt obligations – payments due under the Company’s credit agreement (See Note 10 – Long-Term Debt,
Net in Item 15 for details).
•
Operating lease obligations – payments due under the Company’s long-term operating leases (See Note 8 – Leases in
Item 15 for details).
•
Purchase commitments – consisting primarily of inventory and IT-related equipment purchase orders and license
agreements made in the ordinary course of business – see below for the contractual payments due by period.
Payments due by period
(in thousands)
Fiscal
2026
Fiscal
2027
Fiscal
2028
Fiscal
2029
Fiscal
2030
Thereafter
Total
Purchase commitments
$ 133,686 $
11,818 $
5,492 $
3,801 $
88 $
- $ 154,885
Critical Accounting Policies and Estimates
The Company’s discussion and analysis of its financial condition and results of operations are based upon the consolidated
financial statements of 1-800-FLOWERS.COM, Inc., which have been prepared in accordance with U.S. generally accepted
accounting principles. Our accounting policies are more fully described in Note 2 of the financial statements. As disclosed
in Note 2, the preparation of these financial statements requires management to make estimates and assumptions that affect
the reported amount of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
Management bases its estimates and assumptions on historical experience and on various other factors that are believed to
be reasonable under the circumstances, and management evaluates its estimates and assumptions on an ongoing basis. Actual
results may differ from these estimates under different assumptions or conditions. We consider accounting estimates to be
critical if both: (i) the nature of the estimate or assumption is material due to the levels of subjectivity and judgment involved,
and (ii) the impact within a reasonable range of outcomes of the estimate and assumption is material to the Company’s
financial condition. Our critical accounting policies and estimates are the same and relate to goodwill and other intangible
assets. Management of the Company has discussed the selection of critical accounting estimates and the effect of estimates
with the audit committee of the Company’s Board of Directors.
Goodwill
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. The Company tests goodwill for impairment at the reporting unit level.
The Company identifies its reporting units by assessing whether the components of its operating segments constitute
businesses for which discrete financial information is available and management of each reporting unit regularly reviews the
operating results of those components.
44
In applying the goodwill impairment test, the Company has the option to perform a qualitative test (also known as “Step 0”)
or a quantitative test (“Step 1”). Under the Step 0 test, the Company first assesses qualitative factors to determine whether it
is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include,
but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance
of the reporting unit and other entity and reporting unit specific events. If after assessing these qualitative factors, the
Company determines it is “more-likely-than-not” that the fair value of the reporting unit is less than the carrying value, then
performing the Step 1 quantitative test is necessary.
Step 1 of the quantitative test requires comparison of the fair value of each of the reporting units to the respective carrying
value. If the carrying value of the reporting unit is less than the fair value, no impairment exists. Otherwise, the Company
would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value
up to the amount of goodwill allocated to that reporting unit.
The Company generally estimates the fair value of a reporting unit using an equal weighting of the income and market
approaches. The Company uses industry accepted valuation models and set criteria that are reviewed and approved by various
levels of management. Under the income approach, the Company uses a discounted cash flow methodology, which requires
management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating
income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others. For the
market approach, the Company uses the guideline public company method. Under this method, the Company utilizes
information from comparable publicly traded companies with similar operating and investment characteristics as the
reporting units, to create valuation multiples that are applied to the operating performance of the reporting unit being tested,
in order to obtain their respective fair values. The Company also reconciles the aggregate fair values of its reporting units
determined in the first step (as described above) to its current market capitalization, allowing for a reasonable control
premium.
During fiscal 2025, the Company recorded a non-cash goodwill impairment charge of $119.0 million related to the
Company’s Consumer Floral & Gifts reporting unit. The goodwill was written down to its respective fair value resulting in
zero excess fair value over carrying amount as of the impairment test date, resulting in a risk of future impairments if any
assumptions (including changes in segments), estimates, or market factors change in the future. The carrying value of the
Company’s Consumer Floral & Gifts reporting unit as of June 29, 2025, is $34.6 million.
See Note 7 – Goodwill and Other Intangibles, Net in Part IV, Item 15, for further information.
Other Intangibles, net
Other intangibles consist of definite-lived intangible assets (such as investment in licenses, customer lists, and others) and
indefinite-lived intangible assets (such as acquired tradenames and trademarks). The cost of definite-lived intangible assets
is amortized to reflect the pattern of economic benefits consumed, over the estimated periods benefited, ranging from 3 to
16 years, while indefinite-lived intangible assets are not amortized.
Definite-lived intangibles are reviewed for impairment whenever changes in circumstances or events may indicate that the
carrying amounts are not recoverable. When such events or changes in circumstances occur, a recoverability test is performed
comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying
value. If the projected undiscounted cash flows are less than the carrying value, then an impairment charge would be recorded
for the excess of the carrying value over the fair value, which is determined by discounting future cash flows.
45
The Company tests indefinite-lived intangible assets for impairment at least annually, during the fourth quarter, or whenever
changes in circumstances or events may indicate that the carrying amounts are not recoverable. In applying the impairment
test, the Company has the option to perform a qualitative test (also known as “Step 0”) or a quantitative test. Under the Step
0 test, the Company assesses qualitative factors to determine whether it is more likely than not that an indefinite-lived
intangible asset is impaired. Qualitative factors may include, but are not limited, to economic conditions, industry and market
considerations, cost factors, financial performance, legal and other entity and asset specific events. If, after assessing these
qualitative factors, the Company determines it is “more-likely-than-not” that the indefinite-lived intangible asset is impaired,
then performing the quantitative test is necessary. The quantitative impairment test for indefinite-lived intangible assets
encompasses calculating a fair value of an indefinite-lived intangible asset and comparing the fair value to its carrying value.
If the carrying value exceeds the fair value, impairment is recognized for the difference. To determine fair value of other
indefinite-lived intangible assets, the Company uses an income approach, the relief-from-royalty method. This method
assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the
comparable asset. Other indefinite-lived intangible assets’ fair values require significant judgments in determining both the
assets’ estimated cash flows, including the perpetual growth rate, as well as the appropriate discount and royalty rates applied
to those cash flows to determine fair value.
During fiscal 2025, the Company recorded a non-cash impairment charge of $24.8 million related to the Company’s
Personalization Mall tradename. The indefinite-lived intangible was written down to its respective fair value resulting in zero
excess fair value over carrying amount as of the impairment test date, resulting in a risk of future impairments if any
assumptions, estimates, or market factors change in the future. The carrying value of the Company’s Personalization Mall
tradename as of June 29, 2025, is $21.2 million.
See Note 7 – Goodwill and Other Intangibles, Net, in Part IV, Item 15, for further information.
Recently Issued Accounting Pronouncements
See Note 2 in Part IV, Item 15 for details regarding the impact of accounting standards that were recently issued on our
consolidated financial statements.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from the effect of interest rate changes, which relates primarily to the Company’s
investment of available cash balances and its long-term debt. The Company generally invests its cash and cash equivalents
in investment grade corporate and U.S. government securities. Borrowings under the Company’s credit facilities bear interest
at a variable rate, plus an applicable margin, and therefore expose the Company to market risk for changes in interest rates.
The effect of a 50 basis point increase in current interest rates on the Company’s interest expense would have been
approximately $1.0 million during the fiscal year ended June 29, 2025.
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Annual Financial Statements: See Part IV, Item 15 of this Annual Report on Form 10-K.
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
46
Item 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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. 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 29, 2025.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed
by, or under the supervision of, the Company’s principal executive and principal financial officers and effectuated by the
Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles (“U.S. GAAP”), and includes those policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made in accordance with
authorization of management and directors of the Company; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of
the Company’s internal control over financial reporting based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based
on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of
June 29, 2025.
The Company’s independent registered public accounting firm, BDO USA, P.C., audited the effectiveness of the Company’s
internal control over financial reporting as of June 29, 2025. BDO USA, P.C.’s report on the effectiveness of the Company’s
internal control over financial reporting as of June 29, 2025 is set forth below.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, as
specified above. Our management recognizes that any control system, no matter how well designed and operated, is based
upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.
Changes in Internal Control Over Financial Reporting
There was no change in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act), during the three months ended June 29, 2025, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
47
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
1-800-FLOWERS.COM, Inc.
Jericho, NY
Opinion on Internal Control over Financial Reporting
We have audited 1-800-FLOWERS.COM, Inc.’s (the “Company’s”) internal control over financial reporting as of June 29, 2025,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of June 29, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of 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 and our report dated September
5, 2025, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, P.C.
Melville, New York
September 5, 2025
48
Item 9B.
OTHER INFORMATION
Rule 10b5-1 Plans
During the three months ended June 29, 2025, none of the directors or executive officers adopted or terminated a "Rule 10b5-
1 trading arrangement" or a "non-rule 10b5-1 trading arrangement", as defined in Item 408 of Regulation S-K.
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 2025 annual meeting of stockholders and is incorporated herein by reference.
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. 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. A copy of the Code of Business Conduct and
Ethics is available without charge upon written request to: Investor Relations, 1-800-FLOWERS.COM, Inc., Two Jericho
Plaza, Suite 200, Jericho, New York 11753.
Item 11.
EXECUTIVE COMPENSATION
The information required by Item 11 of Part III will be included in our Proxy Statement relating to our 2025 annual meeting
of stockholders and is incorporated herein by reference.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by Item 12 of Part III will be included in our Proxy Statement relating to our 2025 annual meeting
of stockholders and is incorporated herein by reference.
Item 13.
CERTAIN
RELATIONSHIPS
AND
RELATED
TRANSACTIONS,
AND
DIRECTOR
INDEPENDENCE
The information required by Item 13 of Part III will be included in our Proxy Statement relating to our 2025 annual meeting
of stockholders and is incorporated herein by reference.
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 of Part III will be included in our Proxy Statement relating to our 2025 annual meeting
of stockholders and is incorporated herein by reference.
49
PART IV
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Index to Consolidated Financial Statements:
Page
Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Melville, NY; PCAOB ID#243)
F-1
Consolidated Balance Sheets as of June 29, 2025 and June 30, 2024
F-3
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 29,
2025, June 30, 2024 and July 2, 2023
F-4
Consolidated Statements of Stockholders’ Equity for the years ended June 29, 2025, June 30, 2024 and July
2, 2023
F-5
Consolidated Statements of Cash Flows for the years ended June 29, 2025, June 30, 2024 and July 2, 2023
F-6
Notes to Consolidated Financial Statements
F-7
(a) (2) Index to Financial Statement Schedule:
Schedule II- Valuation and Qualifying Accounts
F-36
All other information and financial statement schedules are omitted because they are not applicable, or
required, or because the required information is included in the consolidated financial statements or notes
thereto.
(a) (3) Index to Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the SEC,
as indicated by the reference in parentheses. All other exhibits are filed herewith. Exhibits 10.1, 10.2, 10.3, 10.4. 10.5, 10.6,
10.7, 10.8, 10.9, 10.10, 10.11, 10.14, 10.15, 10.16, 10.17, and 10.20 are management contracts or compensatory plans or
arrangements.
Exhibit
Description
*2.1
Equity Purchase Agreement dated as of February 14, 2020, by an among 1-800-Flowers.com, Inc., 800-
Flowers, Inc. PersonalizationMall.com, LLC, and Bed Bath & Beyond Inc. (Current Report on Form 8-K
filed on February 18, 2020, Exhibit 2.1)
*3.1
Third Amended and Restated Certificate of Incorporation. (Quarterly Report on Form 10-Q filed on
February 10, 2017, Exhibit 3.1)
*3.2
Amendment No. 1 to Third Amended and Restated Certificate of Incorporation. (Registration Statement on
Form S-1/A (No. 333-78985) filed on July 22, 1999, Exhibit 3.2)
*3.3
Amendment No. 2 to Third Amended and Restated Certificate of Incorporation. (Current Report on Form 8-
K filed on December 15, 2016, Exhibit 3.1)
*3.4
Second Amended and Restated By-laws. (Current Report on Form 8-K filed on April 29, 2019, Exhibit 3.2)
*4.1
Specimen Class A common stock certificate. (Registration Statement on Form S-1/A (No. 333-78985) filed
on July 9, 1999, Exhibit 4.1)
*4.2
Description of Securities. (Annual Report on Form 10-K filed on September 13, 2019, Exhibit 4.2)
*10.1
Employment Agreement made October 4, 2016, effective as of July 4, 2016, between 1-800-Flowers.com,
Inc. and James F. McCann (Current report on form 8-K filed on October 6, 2016, Exhibit 10.1)
50
*10.2
Employment Agreement made October 4, 2016, effective as of July 4, 2016, between 1-800-Flowers.com,
Inc. and Christopher G. McCann (Current report on form 8-K filed on October 6, 2016, Exhibit 10.2)
*10.3
Section 16 Executive Officer’s Bonus Plan (as amended and restated as of September 14, 2016) (Quarterly
Report on Form 10-Q filed on February 10, 2017, Exhibit 10.2)
*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)
*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) (Proxy Statement on Form 14(a) filed on October 30, 2023, Annex A).
*10.6
Form of Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan. (Annual
Report on Form 10-K for the fiscal year ended June 29, 2008 filed on September 12, 2008, Exhibit 10.15)
*10.7
Form of Incentive Stock Option Agreement under 2003 Long Term Incentive and Share Award Plan.
(Annual Report on Form 10-K for the fiscal year ended June 29, 2008 filed on September 12, 2008, Exhibit
10.16)
*10.8
Form of Non-statutory Stock Option Agreement under 2003 Long Term Incentive and Share Award Plan.
(Annual Report on Form 10-K for the fiscal year ended June 29, 2008 filed on September 12, 2008, Exhibit
10.17)
*10.9
Form of Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan (Quarterly
Report on Form 10-Q filed on February 10, 2012, Exhibit 10.20)
*10.10
Form of Performance Restricted Share Agreement under 2003 Long Term Incentive and Share Award Plan
(Quarterly Report on Form 10-Q filed on February 10, 2012, Exhibit 10.21)
*10.11
Form of Non-Statutory Stock Option Agreement under 2003 Long Term Incentive and Share Award Plan
(Quarterly Report on Form 10-Q filed on February 10, 2012, Exhibit 10.22)
*10.12
Amendment to Equity Purchase Agreement dated July 20, 2020 (Current Report on Form 8-K filed on July
22, 2020, Exhibit 10.1)
*10.13
Third Amended and Restated Credit Agreement, dated as of June 27, 2023, 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 (Current Report on Form 8-K filed on
June 28, 2023, Exhibit 10.1)
*10.14
James F. McCann Consent 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 10.14)
*10.15
Christopher G. 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)
*10.16
Consulting Agreement, dated as of December 20, 2023, between 1-800-FLOWERS.COM, Inc., and Hanft
Ideas LLC and Adam Hanft. (Quarterly Report on Form 10-Q filed on February 8, 2024, Exhibit 10.1)
*10.17
Appointment Letter from 1-800-FLOWERS.COM, Inc. to Christopher G. McCann, dated December 31,
2023 (Current Report on Form 8-K filed on January 2, 2024, Exhibit 99.1)
*10.18
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).
*10.19
Second Amendment, dated as of May 8, 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 6, 2025, Exhibit 10.1).
51
*10.20
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).
*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).
21.1
Subsidiaries of the Registrant.
23.1
Consent of Independent Registered Public Accounting Firm.
31.1
Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
97.1
1-800-FLOWERS.COM, Inc. Clawback Policy (Annual Report on Form 10-K filed on September 6, 2024,
Exhibit 97.1).
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Document
101.PRE
Inline XBRL Taxonomy Definition Presentation Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_______________________
Item 16.
FORM 10-K SUMMARY
Not applicable.
52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 5, 2025
1-800-FLOWERS.COM, Inc.
By: /s/ Adolfo Villagomez
Adolfo Villagomez
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated below:
Dated: September 5, 2025
By: /s/ Adolfo Villagomez
Adolfo Villagomez
Chief Executive Officer
(Principal Executive Officer)
Dated: September 5, 2025
By: /s/ James Langrock
James Langrock
Senior Vice President, Treasurer and Chief
Financial Officer (Principal Financial Officer)
Dated: September 5, 2025
By: /s/ Priscilla Kasenchak
Priscilla Kasenchak
Senior Vice President, Finance and Chief
Accounting Officer (Principal Accounting Officer)
Dated: September 5, 2025
By: /s/ James F. McCann
James F. McCann
Executive Chairman
Dated: September 5, 2025
By: /s/ Christopher G. McCann
Christopher G. McCann
Director
Dated: September 5, 2025
By: /s/ Celia R. Brown
Celia R. Brown
Director
Dated: September 5, 2025
By: /s/ James A. Cannavino
James A. Cannavino
Director
53
Dated: September 5, 2025
By: /s/ Dina M. Colombo
Dina Colombo
Director
Dated: September 5, 2025
By: /s/ Eugene F. DeMark
Eugene F. DeMark
Director
Dated: September 5, 2025
By: /s/ Leonard J. Elmore
Leonard J. Elmore
Director
Dated: September 5, 2025
By: /s/ Adam Hanft
Adam Hanft
Director
Dated: September 5, 2025
By: /s/ Stephanie Redish Hofmann
Stephanie Redish Hofmann
Director
Dated: September 5, 2025
By: /s/ Shelton Palmer
Shelton Palmer
Director
Dated: September 5, 2025
By: /s/ Christina Shim
Christina Shim
Director
Dated: September 5, 2025
By: /s/ Larry Zarin
Larry Zarin
Director
[This page intentionally left blank]
F-1
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
1-800-FLOWERS.COM, Inc.
Jericho, NY
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of 1-800-FLOWERS.COM, Inc. (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”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at June 29, 2025 and June 30, 2024, and
the results of its operations and its cash flows for each of the three fiscal years in the period ended June 29, 2025, in conformity
with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of June 29, 2025, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) and our report dated September 5, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
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: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. 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.
F-2
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 $86.7 million as of June 29, 2025. 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 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. To determine the fair value, the Company used an income approach, the relief-from-royalty method. This
quarterly assessment resulted in the Company recording a non-cash impairment charge of $24.8 million.
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. The principal
considerations for our determination included the subjectivity and judgment required to determine the perpetual growth rate,
discount rate and royalty rate. 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.
The primary procedure we performed to address this critical audit matter included:
• 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.
Valuation of Goodwill related to the Consumer Floral & Gifts Reporting Unit
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. 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. 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. The Company estimated the fair value of the reporting unit using an
equal weighting of the income approach and market approach.
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. The principal considerations for our determination included
the subjectivity and judgment required to determine the forecasted revenues, perpetual growth rate, and discount rate. 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.
The primary procedures we performed to address this critical audit matter included:
•
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: (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.
/s/ BDO USA, P.C.
We have served as the Company's auditor since 2014.
Melville, NY
September 5, 2025
F-3
1-800-FLOWERS.COM, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
June 29, 2025
June 30, 2024
Assets
Current assets:
Cash and cash equivalents
$
46,502 $
159,437
Trade receivables, less allowances for credit losses of $2,440 and $2,757,
respectively
21,693
18,024
Inventories
177,127
176,591
Prepaid and other
37,405
31,680
Total current assets
282,727
385,732
Property, plant and equipment, net
215,596
223,789
Operating lease right-of-use assets
107,476
113,926
Goodwill
37,625
156,537
Trademarks with indefinite lives
86,673
111,473
Other intangibles, net
2,691
4,743
Other assets
39,829
36,448
Total assets
$
772,617 $
1,032,648
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable
$
74,581 $
80,005
Accrued expenses
109,887
121,303
Current maturities of long-term debt
21,000
10,000
Current portion of long-term operating lease liabilities
15,918
16,511
Total current liabilities
221,386
227,819
Long-term debt, net
134,764
177,113
Long-term operating lease liabilities
99,644
105,866
Deferred tax liabilities, net
6,679
19,402
Other liabilities
41,862
36,106
Total liabilities
504,335
566,306
Commitments and contingencies (Note 16)
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued
-
-
Class A common stock, $0.01 par value, 200,000,000 shares authorized, 59,470,528
and 58,792,695 shares issued in 2025 and 2024, respectively
594
588
Class B common stock, $0.01 par value, 200,000,000 shares authorized, 32,348,221
shares issued in 2025 and 2024
323
323
Additional paid-in capital
411,280
399,165
Retained earnings
64,985
264,978
Accumulated other comprehensive loss
(140)
(127)
Treasury stock, at cost, 22,919,849 and 21,645,290 Class A shares in 2025 and
2024, respectively, and 5,280,000 Class B shares in 2025 and 2024
(208,760)
(198,585)
Total stockholders’ equity
268,282
466,342
Total liabilities and stockholders’ equity
$
772,617 $
1,032,648
See accompanying Notes to Consolidated Financial Statements.
F-4
1-800-FLOWERS.COM, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except per share data)
Years Ended
June 29, 2025
June 30, 2024
July 2, 2023
Net revenues
$
1,685,658 $
1,831,421 $
2,017,853
Cost of revenues (excludes depreciation and amortization)
1,033,386
1,096,668
1,260,327
Gross profit
652,272
734,753
757,526
Operating expenses:
Marketing and sales
480,439
485,016
500,840
Technology and development
62,279
60,235
60,691
General and administrative
116,926
118,060
112,747
Depreciation and amortization
53,618
53,752
53,673
Goodwill impairment
119,023
—
62,287
Intangible impairment
24,800
19,762
2,299
Total operating expenses
857,085
736,825
792,537
Operating loss
(204,813)
(2,072)
(35,011)
Interest income
(3,380)
(6,680)
(3,104)
Interest expense
15,438
17,303
14,050
Other expense (income), net
(3,514)
(6,793)
805
Loss before income taxes
(213,357)
(5,902)
(46,762)
Income tax (benefit) expense
(13,364)
203
(2,060)
Net loss
(199,993)
(6,105)
(44,702)
Other comprehensive (loss) income - currency translation
(13)
43
41
Comprehensive loss
$
(200,006) $
(6,062) $
(44,661)
Basic net loss per common share
$
(3.13) $
(0.09) $
(0.69)
Diluted net loss per common share
$
(3.13) $
(0.09) $
(0.69)
Weighted average shares used in the calculation of net loss per
common share:
Basic
63,807
64,586
64,688
Diluted
63,807
64,586
64,688
See accompanying Notes to Consolidated Financial Statements.
F-5
1-800-FLOWERS.COM, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
Years ended June 29, 2025, June 30, 2024, and July 2, 2023
(in thousands, except share data)
See accompanying Notes to Consolidated Financial Statements.
F-6
1-800-FLOWERS.COM, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Years Ended
June 29, 2025
June 30, 2024
July 2, 2023
Operating activities:
Net loss
$
(199,993)
$
(6,105)
$
(44,702)
Reconciliation of net loss to net cash (used in) provided by operating activities,
net of acquisitions:
Goodwill and intangible impairment
143,823
19,762
64,586
Depreciation and amortization
53,618
53,752
53,673
Amortization of deferred financing costs
866
724
1,834
Deferred income taxes
(12,723)
(11,732)
(4,608)
Bad debt expense
674
251
3,991
Stock-based compensation
11,891
10,688
8,334
Other non-cash items
2,013
310
95
Changes in operating items, net of acquisitions:
Trade receivables
(4,284)
2,143
(597)
Inventories
756
14,572
57,591
Prepaid and other
(5,682)
2,913
12,554
Accounts payable and accrued expenses
(16,997)
6,404
(38,623)
Other assets and other liabilities
(325)
1,317
1,223
Net cash (used in) provided by operating activities
(26,363)
94,999
115,351
Investing activities:
Acquisitions, net of cash acquired
(3,000)
(3,672)
(6,151)
Capital expenditures
(41,463)
(38,632)
(44,646)
Purchase of equity investments
-
-
(32)
Net cash used in investing activities
(44,463)
(42,304)
(50,829)
Financing activities:
Acquisition of treasury stock
(10,175)
(10,394)
(1,239)
Proceeds from exercise of employee stock options
281
329
-
Proceeds from bank borrowings
110,000
82,000
395,900
Repayment of bank borrowings
(140,000)
(92,000)
(360,900)
Debt issuance costs
(2,215)
-
(2,941)
Net cash (used in) provided by financing activities
(42,109)
(20,065)
30,820
Net change in cash and cash equivalents
(112,935)
32,630
95,342
Cash and cash equivalents:
Beginning of year
159,437
126,807
31,465
End of year
$
46,502
$
159,437
$
126,807
Supplemental Cash Flow Information:
-
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.
-
The Company paid income taxes of approximately $1.6 million and $8.0 million, net of tax refunds, for the years ended June 29, 2025 and June 30, 2024, respectively,
and received refunds of approximately $8.8 million, net of tax payments, for the year ended July 2, 2023.
See accompanying Notes to Consolidated Financial Statements.
F-7
1-800-FLOWERS.COM, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Description of Business
1-800-FLOWERS.COM, Inc. and its subsidiaries (collectively, the "Company") is a leading provider of gifts designed to
help inspire customers to share more, connect more, and build more and better relationships. The Company’s e-commerce
business platform features our all-star family of brands, including: 1-800-Flowers.com®, 1-800-Baskets.com®, Cheryl’s
Cookies®, Harry & David®, PersonalizationMall.com®, Shari’s Berries®, FruitBouquets.com®, Things Remembered®,
Moose Munch®, The Popcorn Factory®, Wolferman’s Bakery®, Vital Choice®, Scharffen Berger® and Simply Chocolate®.
Through the Celebrations Passport® loyalty program, which provides members with free standard shipping and no service
charge on eligible products across our portfolio of brands, the Company strives to deepen relationships with customers. The
Company also operates BloomNet®, an international floral and gift industry service provider offering a broad range of
products and services designed to help its members grow their businesses profitably; Napco℠, a resource for floral gifts and
seasonal décor; DesignPac Gifts, LLC, a manufacturer of gift baskets and towers; Alice’s Table®, a lifestyle business offering
fully digital on demand floral, culinary and other experiences to guests across the country; and Card Isle®, an e-commerce
greeting card service.
Note 2. Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of 1800-FLOWERS.COM, Inc. and its subsidiaries. All
significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s net revenues from
international sources were not material during fiscal years 2025, 2024 and 2023.
Fiscal Year
The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30. Fiscal years 2025, 2024, and
2023, which ended on June 29, 2025, June 30, 2024, and July 2, 2023, respectively, each consisted of 52 weeks.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits with banks, highly liquid money market funds, United States
government securities, overnight repurchase agreements and commercial paper with maturities of three months or less when
purchased.
Inventories
Inventories are valued at the lower of cost or net realizable value. Inventories are accounted for using a standard costing
methodology, which approximates cost on a first-in, first-out basis.
F-8
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is
computed using the straight-line method over the assets’ estimated useful lives. 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. The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use software.
Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the software. Orchards in
production, consisting of direct labor and materials, supervision and other items, are capitalized as part of capital projects in
progress until the orchards produce fruit in commercial quantities, at which time they are reclassified to orchards in
production. Estimated useful lives are periodically reviewed, and where appropriate, changes are made prospectively.
The Company’s property, plant and equipment are depreciated using the following estimated lives:
Building and building improvements (years)
10 - 40
Leasehold improvements (years)
3 - 10
Furniture, fixtures and production equipment (years)
3 - 20
Software (years)
3 - 5
Computer and telecommunication equipment (years)
3 - 5
Orchards in production and land improvements (years)
15 - 45
Property, plant and equipment are reviewed for impairment whenever changes in circumstances or events may indicate that
the carrying amounts are not recoverable.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in each business
combination, with the carrying value of the Company’s goodwill allocated to its reporting unit, in accordance with the
acquisition method of accounting. Goodwill is not amortized, but it is subject to an annual assessment for impairment, which
the Company performs during the fourth quarter, or more frequently if events occur or circumstances change such that it is
more likely than not that an impairment may exist. The Company tests goodwill for impairment at the reporting unit level.
The Company identifies its reporting units by assessing whether the components of its operating segments constitute
businesses for which discrete financial information is available and management of each reporting unit regularly reviews the
operating results of those components.
In applying the goodwill impairment test, the Company has the option to perform a qualitative test (also known as “Step 0”)
or a quantitative test (“Step 1”). Under the Step 0 test, the Company first assesses qualitative factors to determine whether it
is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include,
but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance
of the reporting unit and other entity and reporting unit specific events. If after assessing these qualitative factors, the
Company determines it is “more-likely-than-not” that the fair value of the reporting unit is less than the carrying value, then
performing the Step 1 quantitative test is necessary.
Step 1 of the quantitative test requires comparison of the fair value of each of the reporting units to the respective carrying
value. If the carrying value of the reporting unit is less than the fair value, no impairment exists. Otherwise, the Company
would recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value
up to the amount of goodwill allocated to that reporting unit.
F-9
The Company generally estimates the fair value of a reporting unit using an equal weighting of the income and market
approaches. The Company uses industry accepted valuation models and set criteria that are reviewed and approved by various
levels of management. Under the income approach, the Company uses a discounted cash flow methodology, which requires
management to make significant estimates and assumptions related to forecasted revenues, gross profit margins, operating
income margins, working capital cash flow, perpetual growth rates, and long-term discount rates, among others. For the
market approach, the Company uses the guideline public company method. Under this method, the Company utilizes
information from comparable publicly traded companies with similar operating and investment characteristics as the
reporting units, to create valuation multiples that are applied to the operating performance of the reporting unit being tested,
in order to obtain their respective fair values. The Company also reconciles the aggregate fair values of its reporting units
determined in the first step (as described above) to its current market capitalization.
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. 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. The Company concluded that the definite-lived and other
long-lived assets of the reporting unit were not impaired.
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. 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. 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.
See Note 7 – Goodwill and Other Intangibles, Net for further information.
Other Intangibles, net
Other intangibles consist of definite-lived intangible assets (such as investment in licenses, customer lists, and others) and
indefinite-lived intangible assets (such as acquired tradenames and trademarks). The cost of definite-lived intangible assets
is amortized to reflect the pattern of economic benefits consumed, over the estimated periods benefited, ranging from 3 to
16 years, while indefinite-lived intangible assets are not amortized.
Definite-lived intangibles are reviewed for impairment whenever changes in circumstances or events may indicate that the
carrying amounts are not recoverable. When such events or changes in circumstances occur, a recoverability test is performed
comparing projected undiscounted cash flows from the use and eventual disposition of an asset or asset group to its carrying
value. If the projected undiscounted cash flows are less than the carrying value, then an impairment charge would be recorded
for the excess of the carrying value over the fair value, which is determined by discounting future cash flows.
F-10
The Company tests indefinite-lived intangible assets for impairment at least annually, during the fourth quarter, or whenever
changes in circumstances or events may indicate that the carrying amounts are not recoverable. In applying the impairment
test, the Company has the option to perform a qualitative test (also known as “Step 0”) or a quantitative test. Under the Step
0 test, the Company assesses qualitative factors to determine whether it is more likely than not that an indefinite-lived
intangible asset is impaired. Qualitative factors may include, but are not limited to economic conditions, industry and market
considerations, cost factors, financial performance, legal and other entity and asset specific events. If, after assessing these
qualitative factors, the Company determines it is “more-likely-than-not” that the indefinite-lived intangible asset is impaired,
then performing the quantitative test is necessary. The quantitative impairment test for indefinite-lived intangible assets
encompasses calculating a fair value of an indefinite-lived intangible asset and comparing the fair value to its carrying value.
If the carrying value exceeds the fair value, impairment is recognized for the difference. To determine fair value of other
indefinite-lived intangible assets, the Company uses an income approach, the relief-from-royalty method. This method
assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the
comparable asset. 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.
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.
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.
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. This assessment resulted in a partial impairment of this tradename.
During the fourth quarter of fiscal 2024, the Company performed a Step 0 analysis for its indefinite-lived intangible assets,
excluding its Personalization Mall tradename, 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. 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 amount.
As noted in the Goodwill section above, during the third quarter of fiscal 2025, 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.
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.
See Note 7 – Goodwill and Other Intangibles, Net for further information.
F-11
Business Combinations
The Company accounts for business combinations in accordance with Accounting Standards Codification ("ASC") Topic
805, which requires, among other things, the acquiring entity in a business combination to recognize the fair value of all the
assets acquired and liabilities assumed; the recognition of acquisition-related costs in the consolidated results of operations;
the recognition of restructuring costs in the consolidated results of operations for which the acquirer becomes obligated after
the acquisition date; and contingent purchase consideration to be recognized at their fair values on the acquisition date with
subsequent adjustments recognized in the consolidated results of operations. The fair values assigned to identifiable
intangible assets acquired are determined primarily by using an income approach, which is based on assumptions and
estimates made by management. Significant assumptions utilized in the income approach are based on company specific
information and projections that are not observable in the market and are therefore considered Level 3 measurements. The
excess of the purchase price over the fair value of the identified assets and liabilities is recorded as goodwill. Operating
results of the acquired entity are reflected in the Company’s consolidated financial statements from date of acquisition.
Deferred Catalog Costs
The Company capitalizes the costs of producing and distributing its catalogs and expenses them upon mailing. Included
within prepaid and other current assets were $2.1 million and $1.5 million at June 29, 2025 and June 30, 2024, respectively,
relating to prepaid catalog expenses.
Investments
Equity investments without a readily determinable fair value
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. These
investments are included within “Other assets” in the Company’s consolidated balance sheets. 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.
Equity investments with a readily determinable fair value
The Company also holds certain trading securities associated with its Non-Qualified Deferred Compensation Plan (“NQDC
Plan”). These investments are measured using quoted market prices at the reporting date and are included within the “Other
assets” line item in the consolidated balance sheets (see Note 11 - Fair Value Measurements).
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of
cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality
financial institutions, although bank deposits, at times, may exceed federally insured limits. Concentration of credit risk with
respect to accounts receivable is limited due to the Company's large number of customers and their dispersion throughout
the United States, and the fact that a substantial portion of receivables are related to balances owed by major credit card
companies. Allowances for credit losses relating to consumer, corporate and franchise accounts receivable ($2.4 million at
June 29, 2025 and $2.8 million at June 30, 2024) have been recorded based upon previous experience and management’s
evaluation.
Revenue Recognition
Net revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates
for credits and returns (calculated based upon previous experience and management’s evaluation). Service and outbound
shipping charged to customers are recognized at the time the related merchandise revenues are recognized and are included
in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Net revenues exclude
sales and other similar taxes collected from customers.
F-12
A description of our principal revenue generating activities is as follows:
-
E-commerce revenues - consumer products sold through our online and telephonic channels. Revenue is recognized
when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is
typically due prior to the date of shipment.
-
Retail revenues - consumer products sold through our retail stores. Revenue is recognized when control of the goods
is transferred to the customer at the point of sale, at which time payment is received.
-
Wholesale revenues - products sold to our wholesale customers for subsequent resale. Revenue is recognized when
control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement.
Payment terms are typically 30 days from the date control over the product is transferred to the customer.
-
BloomNet services - membership fees as well as other service offerings to florists. Membership and other
subscription-based fees are recognized monthly as earned. Services revenues related to orders sent through the floral
network are variable, based on either the number of orders or the value of orders, and are recognized in the period
in which the orders are delivered. The contracts within BloomNet services are typically month-to-month and, as a
result, no consideration allocation is necessary across multiple reporting periods. Payment is typically due less than
30 days from the date the services were performed.
See Note 17 - Business Segments for additional information on disaggregated revenue.
Deferred Revenues
Deferred revenues are recorded when the Company has received consideration (i.e., advance payment) before satisfying its
performance obligations. As such, customer orders are recorded as deferred revenue prior to shipment or rendering of product
or services. 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.
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. 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. 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. The deferred revenue balance as of June 29, 2025 was $23.7 million.
Cost of Revenues
Cost of revenues consists primarily of florist fulfillment costs (fees paid directly to florists), the cost of floral and non-floral
merchandise sold from inventory or through third parties, and associated costs, including inbound and outbound shipping
charges. Additionally, cost of revenues includes labor and facility costs related to manufacturing and production operations.
Marketing and Sales
Marketing and sales expense consists primarily of advertising expenses, catalog costs, online portal and search expenses,
retail store and fulfillment operations (other than costs included in cost of revenues), and customer service center expenses,
as well as the operating expenses of the Company’s departments engaged in marketing, selling and merchandising activities.
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. 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.
F-13
Technology and Development
Technology and development expense consists primarily of payroll and operating expenses of the Company’s information
technology group, costs associated with its websites, including hosting, content development and maintenance and support
costs related to the Company’s order entry, customer service, fulfillment and database systems. Costs associated with the
acquisition or development of software for internal use are capitalized if the software is expected to have a useful life beyond
one year and amortized over the software’s useful life, typically three to five years. Costs associated with repair maintenance,
or the development of website content are expensed as incurred, as the useful lives of such software modifications are less
than one year.
Stock-Based Compensation
The Company records compensation expense associated with restricted stock awards and other forms of equity compensation
based upon the fair value of stock-based awards as measured at the grant date. The cost associated with share-based awards
that are subject solely to time-based vesting requirements is recognized over the awards’ service period for the entire award
on a straight-line basis. The cost associated with performance-based equity awards is recognized for each tranche over the
service period, based on an assessment of the likelihood that the applicable performance goals will be achieved.
Derivatives and Hedging
The Company does not enter into derivative transactions for trading purposes, but rather, on occasion, to manage its exposure
to interest rate fluctuations. When entering into these transactions, the Company has periodically managed its floating rate
debt using interest rate swaps in order to reduce its exposure to the impact of changing interest rates on its consolidated
results of operations and future cash outflows for interest. The Company did not have any open derivative positions at
June 29, 2025 and June 30, 2024.
Income Taxes
The Company uses the asset and liability method to account for income taxes. The Company has established deferred tax
assets and liabilities for temporary differences between the financial reporting bases and the income tax bases of its assets
and liabilities at enacted tax rates expected to be in effect when such assets or liabilities are realized or settled. The Company
also has net operating loss carryforwards and credit carryforwards in multiple jurisdictions and has recognized deferred assets
for those losses and credits.
The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances
when it is more likely than not that all or a portion of a deferred tax asset may not be realized. In completing this evaluation,
the Company considers available positive and negative evidence. 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. 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.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits
recognized in the financial statements on a particular tax position are measured based on the largest benefit that has a greater
than 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits (“UTBs”) is adjusted as
appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or
interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination.
We recognize both accrued interest and penalties, where appropriate, related to UTBs in income tax expense. Assumptions,
judgment and the use of estimates are required in determining if the “more likely than not” standard has been met when
developing the provision for income taxes.
F-14
Net Income (Loss) Per Share
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. 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. 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.
Recently Issued Accounting Pronouncements - Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. 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. 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. ASU 2023-07 is to be applied retrospectively to all prior
periods presented in the financial statements. The Company adopted this standard in the fourth quarter of fiscal 2025. See
Note 17 - Business Segments for the additional disclosures required per this standard.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
ASU 2023-09 requires the disclosure of additional information with respect to the reconciliation of the effective tax rate to
the statutory rate for federal, state, and foreign income taxes and requires greater detail about significant reconciling items
in the reconciliation. Additionally, the amendment requires disaggregated information pertaining to taxes paid, net of refunds
received, for federal, state, and foreign income taxes. 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. The Company is currently evaluating the impact of ASU 2023-09 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): Disaggregation of Income Statement Expenses. 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. 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. ASU 2024-03 allows for either a prospective or retrospective approach on adoption. The
Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.
F-15
Note 3 – Net Loss Per Common Share
The following table sets forth the computation of basic and diluted net loss:
Years Ended
June 29, 2025
June 30, 2024
July 2, 2023
(in thousands, except per share data)
Numerator:
Net loss
$
(199,993) $
(6,105) $
(44,702)
Denominator:
Weighted average shares outstanding
63,807
64,586
64,688
Adjusted weighted-average shares and assumed conversions
63,807
64,586
64,688
Net loss per common share:
Basic
$
(3.13) $
(0.09) $
(0.69)
Diluted
$
(3.13) $
(0.09) $
(0.69)
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. See Note 14 - Stock Based Compensation for
further information on outstanding stock options and non-vested restricted stock.
Note 4. Acquisitions
Acquisition of Scharffen Berger®
On July 1, 2024, the Company completed its acquisition of certain assets of Scharffen Berger®, a chocolate manufacturing
company, expanding the Company's product offerings in the Gourmet Foods & Gift Baskets segment. The Company used
cash on hand to fund the purchase.
The total consideration of $3.3 million was primarily allocated to the identifiable assets acquired and liabilities assumed
based on the estimates of their fair values on the acquisition date. During the quarter ended March 30, 2025, the Company
finalized its purchase price allocation, and the consideration transferred was allocated to property, plant and equipment of
$2.0 million, inventory of $1.3 million, and goodwill of $0.1 million (deductible for income tax purposes), partially offset
by net liabilities of $0.1 million.
Scharffen Berger 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.
Acquisition of Card Isle
On April 3, 2024, the Company, within its BloomNet segment, completed its acquisition of certain assets of Card Isle, an e-
commerce greeting card company, expanding the Company’s presence in the greeting card category across all brands. The
Company used cash on hand to fund the purchase.
F-16
The total consideration of $3.6 million was allocated to the identifiable assets acquired and liabilities assumed based on the
estimates of their fair values on the acquisition date. During the quarter ended December 29, 2024, the Company finalized
its purchase price allocation, and the consideration transferred was allocated to goodwill of $3.0 million (deductible for
income tax purposes) and artist contracts of $0.6 million (5-year life).
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.
Acquisition of Things Remembered
On January 10, 2023, the Company completed its acquisition of certain assets of the Things Remembered brand, a provider
of personalized gifts, whose operations have been integrated within the PersonalizationMall.com brand, in the Consumer
Floral & Gifts segment. The Company used cash on hand to fund the $5.0 million purchase, which included the intellectual
property, customer list, certain inventory, and equipment. The acquisition did not include Things Remembered retail stores.
Things Remembered’s annual revenues from its e-commerce operations, based on its most recently available unaudited
financial information was $30.4 million for the twelve months ended November 30, 2022.
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. 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. 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.
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. Pro forma results of operations have not been presented,
as the impact on the Company’s consolidated financial results was not material.
Note 5. Inventory
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:
June 29, 2025
June 30, 2024
(in thousands)
Finished goods
$
99,703 $
94,590
Work-in-process
19,256
25,849
Raw materials
58,168
56,152
Total inventory
$
177,127 $
176,591
F-17
Note 6. Property, Plant and Equipment, Net
June 29, 2025
June 30, 2024
(in thousands)
Land
$
33,811 $
33,827
Orchards in production and land improvements
21,539
20,604
Building and building improvements
70,479
69,089
Leasehold improvements
31,866
31,289
Production equipment
135,213
131,664
Furniture and fixtures
9,517
9,325
Computer and telecommunication equipment
41,378
42,159
Software
208,960
176,160
Capital projects in progress
13,313
23,172
Property, plant and equipment, gross
566,076
537,289
Accumulated depreciation and amortization
(350,480)
(313,500)
Property, plant and equipment, net
$
215,596 $
223,789
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.
Note 7. Goodwill and Other Intangibles, Net
The following table presents goodwill by segment and the related change in the net carrying amount:
Consumer
Floral &
Gifts
BloomNet
Gourmet
Foods &
Gift
Baskets
Total
(in thousands)
Balance at July 2, 2023 (a)
$
153,376 $
- $
- $
153,376
Measurement period adjustment for Things
Remembered
201
-
-
201
Acquisition of Card Isle
-
2,960
-
2,960
Balance at June 30, 2024 (a)
$
153,577 $
2,960 $
- $
156,537
Acquisition of Scharffen Berger
-
-
111
111
Impairment
(119,023)
-
-
(119,023)
Balance at June 29, 2025 (b)
$
34,554 $
2,960 $
111 $
37,625
F-18
(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.
(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.
The Company’s other intangible assets, net consist of the following:
June 29, 2025
June 30, 2024
Amortization
Period (1)
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Net
(in years)
(in thousands)
Intangible assets with
determinable lives
Investment in
licenses
14 - 16
$
7,420 $
6,780 $
640 $
7,420 $
6,674 $
746
Customer lists
3 - 10
29,647
27,818
1,829
29,647
25,932
3,715
Other
5 - 14
2,946
2,724
222
2,946
2,664
282
Total intangible
assets with
determinable lives
40,013
37,322
2,691
40,013
35,270
4,743
Trademarks with
indefinite lives
86,673
-
86,673
111,473
-
111,473
Total identifiable
intangible assets
$
126,686 $
37,322 $
89,364 $
151,486 $
35,270 $
116,216
(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. Future estimated amortization expense is as follows: 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.
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.
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. 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 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.
F-19
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. 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. To determine fair value the Company used an income
approach, the relief-from-royalty method. This method assumes that, in lieu of ownership, a third party would be willing to
pay a royalty in order to obtain the rights to use the comparable asset. This assessment resulted in the Company recording a
non-cash impairment charge of $19.8 million to reduce the recorded carrying value of the Personalization Mall tradename.
During the 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. 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.
During the third quarter of fiscal 2025, the Company evaluated whether events or circumstances had changed such that it
was more likely than not that the fair value of its goodwill, intangibles and other long-lived assets were less than their carrying
amounts. After consideration of current operating results, changes in macro-economic conditions, and a decline in the
Company’s market capitalization, the Company concluded that a triggering event had occurred that required an interim
impairment assessment of the goodwill, intangibles and other long-lived assets for its Consumer Floral & Gifts reporting unit
as of March 30, 2025.
The Company performed its goodwill impairment test by comparing the fair value of its Consumer Floral & Gifts reporting
unit to its respective carrying value. The Company estimated the fair value of the Consumer Floral & Gifts reporting unit
using an equal weighting of the income and market approaches, and a discount rate of 14.5%. The Company used industry
accepted valuation models and set criteria that were reviewed and approved by various levels of management. Under the
income approach, the Company used a discounted cash flow methodology that required management to make significant
estimates and assumptions related to forecasted revenues, gross profit margins, operating income margins, working capital
cash flow, perpetual growth rates, and long-term discount rates, among others. For the market approach, the Company used
the guideline public company method. Under this method, the Company utilized information from comparable publicly
traded companies with similar operating and investment characteristics as the reporting units, to create valuation multiples
that were applied to the operating performance of the reporting unit being tested, in order to obtain their respective fair values.
The Company also reconciled the aggregate fair values of its reporting units to its current market capitalization.
The Company’s impairment test for indefinite-lived intangible assets encompassed calculating a fair value of the indefinite-
lived intangible asset and comparing that result to its carrying value. To determine fair value of indefinite-lived intangible
assets, the Company used an income approach, the relief-from-royalty method. 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.
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.
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. The Company concluded that
definite-lived and other long-lived assets of the reporting unit were not impaired. 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. 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.
F-20
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.
Additional Goodwill and Indefinite-Lived Intangible Asset Considerations
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates,
and market factors. 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. 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. 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.
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.
Note 8. Leases
The Company currently leases plants, warehouses, offices, store facilities, and equipment under various leases through fiscal
2036. 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. 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. The Company accounts for its leases in accordance with ASC 842.
At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys
the right to control the use of the identified asset for a period of time, by assessing whether the Company has the right to
obtain substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the
identified asset.
At the lease commencement date, the Company determines if a lease should be classified as an operating or a finance lease
(the Company currently has no finance leases) and recognizes a corresponding lease liability and a right-of-use asset on its
consolidated balance sheet. The lease liability is initially and subsequently measured as the present value of the remaining
fixed minimum rental payments (including base rent and fixed common area maintenance) using discount rates as of the
commencement date. Variable payments (including most utilities, real estate taxes, insurance and variable common area
maintenance) are expensed as incurred. Further, the Company elected a short-term lease exception policy, permitting it to
not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less) and
an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. The
right-of-use asset is initially and subsequently measured at the carrying amount of the lease liability adjusted for any prepaid
or accrued lease payments, remaining balance of lease incentives received, unamortized initial direct costs, or impairment
charges relating to the right-of-use asset. Right-of-use assets are assessed for impairment using the long-lived assets
impairment guidance. The discount rate used to determine the present value of lease payments is the Company’s estimated
collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the Company generally
cannot determine the interest rate implicit in the lease.
The Company recognizes expense for its operating leases on a straight-line basis over the lease term. As these leases expire,
it can be expected that in the normal course of business they will be renewed or replaced. Renewal option periods are included
in the measurement of lease liability, where the exercise is reasonably certain to occur. Key estimates and judgments in
accounting for leases include how the Company determines: (1) lease payments, (2) lease term, and (3) the discount rate used
in calculating the lease liability.
F-21
Additional information related to the Company's leases is as follows:
Years Ended
June 29, 2025
June 30, 2024
(in thousands)
Lease costs:
Operating lease costs
$
23,993 $
22,775
Variable lease costs
26,924
26,326
Short-term lease cost
3,920
4,144
Sublease income
(830)
(999)
Total lease costs
$
54,007 $
52,246
Years Ended
June 29, 2025
June 30, 2024
(in thousands)
Cash paid for amounts included in measurement of operating lease liabilities
$
24,359 $
22,699
Right-of-use assets obtained in exchange for new operating lease liabilities
$
12,052 $
6,799
June 29, 2025
June 30, 2024
Weighted-average remaining lease term - operating leases (in years)
7.4
7.9
Weighted-discount rate - operating leases
4.7%
4.3%
Maturities of lease liabilities in accordance with ASC 842 as of June 29, 2025 and reconciliation to the consolidated balance
sheet are as follows (in thousands):
2026
$
20,910
2027
19,862
2028
18,868
2029
17,946
2030
14,965
Thereafter
44,885
Total future minimum lease payments
137,436
Less: Imputed remaining interest
21,874
Total operating lease liabilities
115,562
Less: Current portion of long-term operating lease liabilities
15,918
Long-term operating lease liabilities
$
99,644
F-22
Note 9. Accrued Expenses
Accrued expenses consists of the following:
June 29, 2025
June 30, 2024
(in thousands)
Payroll and employee benefits
$
23,385 $
29,954
Deferred revenue
23,710
25,009
Accrued marketing expenses
11,116
10,709
Accrued florist payout
9,615
9,526
Accrued purchases
12,438
15,338
Other
29,623
30,767
Accrued expenses
$
109,887 $
121,303
Note 10. Long-Term Debt, Net
The Company’s current and long-term debt, net consists of the following:
June 29, 2025
June 30, 2024
(in thousands)
Revolving credit facility
$
- $
-
Term loan
160,000
190,000
Deferred financing costs
(4,236)
(2,887)
Total debt
155,764
187,113
Less: current maturities of long-term debt
21,000
10,000
Long-term debt, net
$
134,764 $
177,113
On June 27, 2023, the Company, certain of its U.S. 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”). 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). The Third Restated
Credit Agreement, among other modifications: (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.
F-23
On January 28, 2025, the Company, certain of its U.S. 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. 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.
On May 6, 2025 (the “Effective Date”), the Company, certain of its U.S. 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. 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.
For each borrowing under the Existing Credit Agreement, the Company may elect that such borrowing bear interest at an
annual rate equal to either: (1) a base rate plus an applicable margin varying (other than during the Affected Period) based
on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed
bank rate plus 0.5%, and (c) an adjusted SOFR rate for a one-month interest period plus 1%, or (2) an adjusted SOFR rate
plus an applicable margin varying (other than during the Affected Period) based on the Company’s consolidated leverage
ratio. The adjusted SOFR rate includes a credit spread adjustment of 0.1% for all interest periods. The effective interest rate
as of June 29, 2025 related to the Company's outstanding borrowings was 7.9%.
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. During the three months ended December 29, 2024, the Company elected to
optionally pay down $25.0 million against the outstanding Term Loan balance. This payment was applied toward the
foregoing installment payments required to be made prior to the Effective Date in direct order of maturity. 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. Future principal Term Loan payments under the Credit Agreement are
as follows: $21.0 million – fiscal 2026, $24.0 million – fiscal 2027, and $115.0 million – fiscal 2028.
F-24
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. The Company was in compliance with these covenants as of June 29, 2025. The
Existing Credit Agreement is secured by substantially all of the assets of the Company.
Note 11. Fair Value Measurements
Cash and cash equivalents, trade and other receivables, prepaids, accounts payable and accrued expenses are reflected in the
consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these
instruments. 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). 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. The Company’s
remaining financial assets and liabilities are measured and recorded at fair value (see table below). The Company’s non-
financial assets, such as definite lived intangible assets and property, plant and equipment, are recorded at cost and are
assessed for impairment when an event or circumstance indicates that an other-than-temporary decline in value may have
occurred. Goodwill and indefinite-lived intangibles are tested for impairment annually, or more frequently, if events occur
or circumstances change such that it is more likely than not that an impairment may exist, as required under the accounting
standards.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most
advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date.
The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3
measurements). The three levels of the fair value hierarchy under the guidance are described below:
Level 1
Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the
ability to access.
Level 2
Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not
active, or other inputs that are observable or can be corroborated by observable data for substantially the
full term of the assets or liabilities.
Level 3
Valuations based on inputs that are supported by little or no market activity and that are significant to the
fair value of the assets or liabilities.
F-25
The following table presents by level, within the fair value hierarchy, financial assets and liabilities measured at fair value
on a recurring basis:
Carrying
Value
Fair Value Measurements
Assets (Liabilities)
Level 1
Level 2
Level 3
(in thousands)
Assets (liabilities) as of June 29, 2025:
Trading securities held in a “rabbi trust” (1)
$
38,370 $
38,370 $
- $
-
$
38,370 $
38,370 $
- $
-
Assets (liabilities) as of June 30, 2024:
Trading securities held in a “rabbi trust” (1)
$
32,805 $
32,805 $
- $
-
$
32,805 $
32,805 $
- $
-
(1)
The Company has established a NQDC Plan for certain members of senior management. Deferred
compensation plan assets are invested in mutual funds held in a “rabbi trust,” which is restricted for payment
to participants of the NQDC Plan. Trading securities held in the “rabbi trust” are measured using quoted
market prices at the reporting date and are included in the “Other assets” line item, with the corresponding
liability included in the “Other liabilities” line item in the consolidated balance sheets.
Note 12. Income Taxes
Significant components of the income tax provision are as follows:
Years Ended
June 29, 2025
June 30, 2024
July 2, 2023
(in thousands)
Current provision (benefit):
Federal
$
(1,942) $
11,774 $
976
State
1,125
161
1,572
Foreign
176
—
—
Current income tax (benefit) expense
(641)
11,935
2,548
Deferred provision (benefit):
Federal
(12,880)
(14,246)
(3,145)
State
131
2,514
(1,463)
Foreign
26
—
—
Deferred income tax benefit
(12,723)
(11,732)
(4,608)
Income tax (benefit) expense
$
(13,364) $
203 $
(2,060)
F-26
A reconciliation of the U.S. federal statutory tax rate to the Company’s effective tax rate is as follows:
Years Ended
June 29, 2025
June 30, 2024
July 2, 2023
Tax at U.S. statutory rates
21.0%
21.0%
21.0%
State income taxes, net of federal tax benefit
3.4
(8.1)
(0.2)
Non-deductible impairment charge
(1.4)
-
(16.8)
Valuation allowance change
(16.8)
(28.5)
(0.2)
Non-deductible compensation
(0.1)
(0.6)
(2.1)
Excess tax benefit/shortfalls from stock-based compensation
(0.2)
(11.9)
(1.7)
Tax credits
0.3
16.9
2.7
Enhanced deductions
-
11.8
2.6
Other, net
0.1
(4.0)
(0.9)
Effective tax rate
6.3 %
(3.4%)
4.4%
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the
Company's deferred income tax assets (liabilities) are as follows:
June 29, 2025
June 30, 2024
(in thousands)
Deferred income tax assets:
Loss and carryforwards
$
17,508 $
8,096
Accrued expenses and reserves
4,949
3,146
Inventory
4,366
5,417
Stock-based compensation
2,613
1,767
Deferred compensation
7,242
6,815
Operating lease liability
29,002
30,763
Other intangibles
20,604
—
Gross deferred income tax assets
86,284
56,004
Less: Valuation allowance
(40,581)
(4,868)
Deferred tax assets, net
45,703
51,136
Deferred income tax liabilities:
Other intangibles
—
(10,693)
Tax in excess of book depreciation
(25,409)
(31,206)
Operating lease right-of-use asset
(26,973)
(28,639)
Deferred tax liabilities
(52,382)
(70,538)
Net deferred income tax liabilities
$
(6,679) $
(19,402)
F-27
At June 29, 2025, the Company had $22.0 million of indefinite lived federal net operating losses, $110.4 million of state net
operating loss carryforwards, some of which will begin to expire in fiscal 2026 to the extent not utilized and $5.4 million of
foreign net operating loss carryforwards, which will begin to expire in fiscal 2034 if not utilized. At June 29, 2025, the
Company’s federal charitable contribution carryforwards were $21.9 million, which will begin to expire in fiscal 2027 if not
utilized. At June 29, 2025, the Company’s research and development and work opportunity credit carryforwards were $0.6
million and $0.1 million, respectively, which will both begin to expire in fiscal 2045 if not utilized.
The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances
when it is more likely than not that all or a portion of a deferred tax asset may not be realized. In completing this evaluation,
the Company considers available positive and negative evidence. 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. 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. 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.
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. 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.
Additionally, the impairment charge reduced previously available deferred tax liabilities that had supported the realization
of deferred tax assets. During fiscal 2024, the Company recorded valuation allowances of $1.7 million relating to certain
state and foreign jurisdictions. As of June 30, 2024, the Company had valuation allowances of $4.9 million primarily related
to certain state and foreign net operating losses.
The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign
countries. Fiscal 2022, fiscal 2023, and fiscal 2024 remain subject to U.S. federal examination. Due to nonconformity with
the U.S. federal statute of limitations for assessment, certain states remain open from fiscal 2021. The Company's foreign
income tax filings from fiscal 2018 forward are open for examination by its respective foreign tax authorities, mainly Canada
and Brazil. The Company is not currently under examination by federal, state or foreign taxing jurisdictions.
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of
income tax expense. 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. The Company believes that $0.3 million of the unrecognized tax
positions will be resolved over the next twelve months.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Years Ended
June 29, 2025
June 30, 2024
July 2, 2023
(in thousands)
Beginning balance
$
2,780 $
1,724 $
1,374
Increases on tax positions for prior years
72
1,100
30
Increases on tax positions for current year
209
387
320
Settlements
(166)
-
-
Statute of limitation expirations
(135)
(431)
-
Ending balance
$
2,760 $
2,780 $
1,724
F-28
Note 13. Capital Stock
Holders of Class A common stock generally have the same rights as the holders of Class B common stock, except that holders
of Class A common stock have one vote per share and holders of Class B common stock have 10 votes per share on all
matters submitted to the vote of stockholders. Holders of Class A common stock and Class B common stock generally vote
together as a single class on all matters presented to the stockholders for their vote or approval, except as may be required
by Delaware law. Class B common stock may be converted into Class A common stock at any time on a one-for-one share
basis. Each share of Class B common stock will automatically convert into one share of Class A common stock upon its
transfer, with limited exceptions. During fiscal 2025 and 2024, no shares of Class B common stock were converted into
shares of Class A common stock. 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. The repurchase program is financed utilizing
available cash. On April 22, 2021, the Company’s Board of Directors authorized an increase to its stock repurchase plan of
up to $40.0 million. 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. 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. Included in the repurchase is stock withheld to cover required
employee withholdings, upon vesting of restricted stock awards. As of June 29, 2025, $11.4 million remains authorized under
the plan.
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”). 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. The Plan provides for the grant to eligible employees,
consultants and directors of stock options, share appreciation rights (“SARs”), restricted shares, restricted share units,
performance shares, performance units, dividend equivalents, and other share-based awards (collectively, “Awards”).
Note 14. Stock Based Compensation
The Plan is administered by the Compensation Committee or such other Board committee (or the entire Board) as may be
designated by the Board.
The amounts of stock-based compensation expense recognized within operating income (1) in the periods presented are as
follows:
Years Ended
June 29, 2025
June 30, 2024
July 2, 2023
(in thousands)
Stock options
$
4,729 $
4,422 $
2,536
Restricted stock awards
7,162
6,266
5,798
Total
11,891
10,688
8,334
(1) Stock-based compensation expense has not been allocated among business segments, but is reflected as part of
Corporate overhead (See Note 17 - Business Segments for details).
F-29
Stock-based compensation expense is recorded within the following line items of operating expenses:
Years Ended
June 29, 2025
June 30, 2024
July 2, 2023
(in thousands)
Marketing and sales
$
5,470 $
4,916 $
3,818
Technology and development
951
855
698
General and administrative
5,470
4,917
3,818
Total
$
11,891 $
10,688 $
8,334
Stock Options
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:
Years Ended
June 29, 2025
June 30, 2024
July 2, 2023
Weighted average fair value of options granted
$3.25
$6.09
$5.13
Expected volatility
58%
56%
52%
Expected life (in years)
7
7
7.5
Risk-free interest rate
4.3%
3.9%
4.3%
Expected dividend yield
—%
—%
—%
The expected volatility of the option is determined using historical volatilities based on historical stock prices. The Company
estimated the expected life of options granted based upon the historical weighted average. The risk-free interest rate is
determined using the yield available for zero-coupon U.S. government issues with a remaining term equal to the expected
life of the option. The Company has never paid a dividend, and as such the dividend yield is 0.0%.
The following table summarizes stock option activity during the year ended June 29, 2025:
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(in years)
(in thousands)
Outstanding beginning of period
3,185,537 $
9.07
Granted
460,972 $
5.24
Exercised
(32,743) $
8.59
Forfeited/Expired
(284,048) $
8.59
Outstanding end of period
3,329,718 $
8.59
7.93 $
—
Exercisable at June 29, 2025
1,497,253 $
8.80
7.28 $
—
F-30
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the
Company’s closing stock price on the last trading day of fiscal 2025 and the exercise price, multiplied by the number of in-
the-money options) that would have been received by the option holders had all option holders exercised their options on
June 29, 2025. This amount changes based on the fair market value of the Company’s stock. 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.
As of June 29, 2025, the total future compensation cost related to non-vested options not yet recognized in the statement of
operations was $6.7 million and the weighted average period over which these awards are expected to be recognized was 2.6
years.
Restricted Stock
The Company grants shares of Common Stock to its employees that are subject to restrictions on transfer and risk of forfeiture
until fulfillment of applicable service conditions and, in certain cases, holding periods (Restricted Stock).
The following table summarizes the activity of non-vested restricted stock during the year ended June 29, 2025:
Shares
Weighted
Average
Grant Date
Fair Value
Non-vested – beginning of period
1,704,449 $
12.09
Granted
1,839,476 $
7.74
Vested
(645,090) $
10.56
Forfeited
(788,179) $
8.86
Non-vested - end of period
2,110,656 $
9.98
The fair value of shares vested was $5.0 million, $4.2 million, and $3.2 million during fiscal 2025, 2024, and 2023,
respectively. The fair value of non-vested shares is determined based on the closing stock price on the grant date. As of
June 29, 2025, there was $13.3 million of total unrecognized compensation cost related to non-vested, restricted, stock-based
compensation to be recognized over a weighted-average period of 2.3 years.
Note 15. Employee Retirement Plans
The Company has a 401(k) Profit Sharing Plan covering substantially all of its eligible employees. All employees who have
attained the age of 21 are eligible to participate upon completion of one month of service. Participants may elect to make
voluntary contributions to the 401(k) plan in amounts not exceeding federal guidelines. 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. The Company contributed $1.5 million, $1.7 million, and $1.9 million during
fiscal 2025, 2024, and 2023, respectively.
The Company also has a nonqualified supplemental deferred compensation plan for certain executives pursuant to Section
409A of the Internal Revenue Code. Participants can defer from 1% up to a maximum of 100% of salary and performance
and non-performance based bonus. There were no Company contributions to the plan during fiscal 2025, 2024 and 2023.
Distributions will be made to participants upon termination of employment or death in a lump sum, unless installments are
selected by the participant. As of June 29, 2025 and June 30, 2024, these plan liabilities, which are included in “Other
liabilities” within the Company’s consolidated balance sheets, totaled $38.4 million and $32.8 million, respectively. 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. 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.
F-31
Note 16. Commitments and Contingencies
Other Commitments
The Company’s purchase commitments consist primarily of inventory, equipment and technology (hardware and software)
purchase orders made in the ordinary course of business, most of which have terms less than one year. As of June 29, 2025,
the Company had fixed and determinable off-balance sheet purchase commitments with remaining terms in excess of one
year of approximately $21.2 million, primarily related to the Company’s technology infrastructure and inventory
commitments.
The Company had approximately $1.9 million and $1.5 million in unused stand-by letters of credit as of June 29, 2025 and
June 30, 2024, respectively.
Litigation
There are various claims, lawsuits, and pending actions against the Company and its subsidiaries incident to the operations
of its businesses. It is the opinion of management, after consultation with counsel, that the final resolution of such claims,
lawsuits and pending actions will not have a material adverse effect on the Company's consolidated financial position, results
of operations or liquidity.
Note 17. Business Segments
The Company has determined it has three business segments, Consumer Floral & Gifts, BloomNet, and Gourmet Foods &
Gift Baskets. 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.
•
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.
•
BloomNet® – revenues in this segment are derived from membership fees, as well as other product and service
offerings.
•
Gourmet Foods & Gift Baskets – this segment includes the operations of Harry & David®, Wolferman’s Bakery®,
Cheryl’s Cookies®, The Popcorn Factory®, 1-800-Baskets.com®/DesignPac®, Shari’s Berries®, Vital Choice®,
and since July 1, 2024, Scharffen Berger®. Revenue is derived from the sale of gourmet fruits, cookies, baked gifts,
premium chocolates and confections, gourmet popcorn, gift baskets, dipped berries, prime steaks, chops, and fish,
through the Company’s e-commerce sales channels (telephonic and online sales) and company-owned and operated
retail stores under the Harry & David and Cheryl’s Cookies brand names, as well as wholesale operations.
The accounting policies of the segments are the same as those described in Note 2 - Significant Accounting Policies.
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. 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.
F-32
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. Sales, cost of revenues, and operating expenses are also
provided to the Chief Executive Officer. No asset information is provided for the reportable segments as this information is
reviewed at the consolidated level by management and not by segment.
Year Ended June 29, 2025
Consumer
Floral & Gifts
BloomNet
Gourmet
Foods & Gift
Baskets
Total
Net revenues
$
776,781 $
98,707 $
810,941 $ 1,686,429
Corporate
333
Intercompany eliminations
(1,104)
Net revenues
1,685,658
Cost of revenues (excludes depreciation and amortization)
(a)
471,273
50,793
512,889
Marketing and sales
236,609
14,518
220,649
Other segment items (b)
163,519
4,349
30,410
Segment contribution margin
(94,620)
29,047
46,993
(18,580)
Corporate expenses (c)
132,615
Depreciation and amortization
53,618
Operating loss
(204,813)
Interest income
(3,380)
Interest expense
15,438
Other (income) expense, net
(3,514)
Loss before income taxes
(213,357)
F-33
Year Ended June 30, 2024
Consumer
Floral & Gifts
BloomNet
Gourmet
Foods & Gift
Baskets
Total
Net revenues
$
849,791 $
107,802 $
874,262 $ 1,831,855
Corporate
796
Intercompany eliminations
(1,230)
Net revenues
1,831,421
Cost of revenues (excludes depreciation and amortization)
(a)
502,840
55,803
539,392
Marketing and sales
241,781
14,583
221,097
Other segment items (b)
37,892
3,650
29,265
Segment contribution margin
67,278
33,766
84,508
185,552
Corporate expenses (c)
133,872
Depreciation and amortization
53,752
Operating loss
(2,072)
Interest income
(6,680)
Interest expense
17,303
Other (income) expense, net
(6,793)
Loss before income taxes
(5,902)
F-34
Year Ended July 2, 2023
Consumer
Floral & Gifts
BloomNet
Gourmet
Foods & Gift
Baskets
Total
Net revenues
$
920,510 $
133,183 $
965,191 $ 2,018,884
Corporate
375
Intercompany eliminations
(1,406)
Net revenues
2,017,853
Cost of revenues (excludes depreciation and amortization)
(a)
557,168
76,304
628,427
Marketing and sales
247,491
15,090
232,097
Other segment items (b)
20,316
4,592
91,772
Segment contribution margin
95,535
37,197
12,895
145,627
Corporate expenses (c)
126,965
Depreciation and amortization
53,673
Operating loss
(35,011)
Interest income
(3,104)
Interest expense
14,050
Other (income) expense, net
805
Loss before income taxes
(46,762)
(a) Segment cost of revenues includes the costs related to intercompany sales.
(b) Other segment items include technology and development and general and administrative expenses. 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. 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.
(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. In order to leverage the Company’s
infrastructure, these functions are operated under a centralized management platform, providing support services
throughout the organization. The costs of these functions are included within corporate expenses as they are not
directly allocable to a specific segment.
F-35
The following tables represent a disaggregation of revenue from contracts with customers, by channel:
Years Ended
Consumer Floral & Gifts
BloomNet
Gourmet Foods & Gift Baskets
Corporate and Eliminations
Consolidated
June 29,
2025
June 30,
2024
July 2,
2023
June 29,
2025
June 30,
2024
July 2,
2023
June 29,
2025
June 30,
2024
July 2,
2023
June 29,
2025
June 30,
2024
July 2,
2023
June 29,
2025
June 30,
2024
July 2,
2023
(in thousands)
Net
revenues
E-commerce $ 768,631 $ 840,569 $ 911,302 $
- $
- $
- $ 695,814 $ 773,630 $ 833,320 $
- $
- $
- $ 1,464,445 $ 1,614,199 $ 1,744,622
Other
8,150
9,222
9,208
98,707 107,802 133,183 115,127 100,632
131,871
(771)
(434)
(1,031)
221,213
217,222
273,231
Total net
revenues
$ 776,781 $ 849,791 $ 920,510 $ 98,707 $ 107,802 $ 133,183 $ 810,941 $ 874,262 $ 965,191 $
(771) $
(434) $ (1,031) $ 1,685,658 $ 1,831,421 $ 2,017,853
Other
revenues
detail
Retail and
other
8,150
9,222
9,208
-
-
-
9,717
9,534
9,751
-
-
-
17,867
18,756
18,959
Wholesale
-
-
-
40,830
42,362
50,075 105,410
91,098
122,120
-
-
-
146,240
133,460
172,195
BloomNet
services
-
-
-
57,877
65,440
83,108
-
-
-
-
-
-
57,877
65,440
83,108
Corporate
-
-
-
-
-
-
-
-
-
333
796
375
333
796
375
Eliminations
-
-
-
-
-
-
-
-
-
(1,104)
(1,230)
(1,406)
(1,104)
(1,230)
(1,406)
Total other
revenues
$
8,150 $
9,222 $
9,208 $ 98,707 $ 107,802 $ 133,183 $ 115,127 $ 100,632 $ 131,871 $
(771) $
(434) $ (1,031) $ 221,213 $ 217,222 $ 273,231
Note 18. Subsequent Events
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). 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. 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. 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.
F-36
1-800-FLOWERS.COM, Inc. and Subsidiaries
Schedule II - Valuation and Qualifying Accounts
Additions
Description
Balance at
Beginning
of Period
Charged to
Costs
and
Expenses
Charged to
Other
Accounts-
Describe
Deductions-
Describe (a)
Balance at
End of
Period
Reserves and allowances deducted
from asset accounts:
Reserve for estimated credit losses-
accounts/notes receivable
Year Ended June 29, 2025
$
2,757,000 $
674,000 $
- $
(991,000) $
2,440,000
Year Ended June 30, 2024
$
5,836,000 $
251,000 $
- $ (3,330,000) $
2,757,000
Year Ended July 2, 2023
$
2,396,000 $
3,991,000 $
- $
(551,000) $
5,836,000
Valuation allowance for deferred tax
assets
Year Ended June 29, 2025
$
4,868,000 $ 35,958,000 $
- $
(245,000) $ 40,581,000
Year Ended June 30, 2024
$
3,182,000 $
1,882,000 $
- $
(196,000) $
4,868,000
Year Ended July 2, 2023
$
3,096,000 $
86,000 $
- $
- $
3,182,000
Valuation allowance for inventory
Year Ended June 29, 2025
$
7,990,000 $
9,890,000 $
- $ (11,100,000) $
6,780,000
Year Ended June 30, 2024
$
9,910,000 $
8,980,000 $
- $ (10,900,000) $
7,990,000
Year Ended July 2, 2023
$ 11,370,000 $
3,010,000 $
- $ (4,470,000) $
9,910,000
(a) Reduction in reserve due to amounts written off/recovered.
Exhibit 21.1
Subsidiaries of the Registrant
(as of June 29, 2025)
1-800-FLOWERS Retail Inc. (Delaware)
1-800-FLOWERS Service Support Center, Inc. (New York)
1-800-FLOWERS Team Services, Inc. (Delaware)
1-800-FLOWERS.COM Franchise Co., Inc. (Delaware)
1-800-Flowers.com DO Brasil Participacoes LTDA (Brazil)
1800Flowers.com Australia Pty LTD (Australia)
1873349 Ontario Inc. (Canada)
18F UK Holding Company Limited (United Kingdom)
18F Virginia, Inc. (Virginia)
800-Flowers, Inc. (New York)
Alice’s Table LLC (Delaware)
Bear Creek Orchards, Inc. (Delaware)
BloomNet, Inc. (Delaware)
Celebrations.com, LLC (Delaware)
Cheryl & Co. (Ohio)
CI Acquisition, LLC. (Delaware)
Conroy’s Inc. (California)
DesignPac Co., Inc. (Delaware)
DesignPac Gifts LLC (Illinois)
Floranet Iberia S.L. (Spain)
Florists.com, LLC (New York)
Flowerama of America, Inc. (Iowa)
FOL UK Holding Company Limited (United Kingdom)
Fresh Gift Cards, Inc. (Florida)
Goodsey.com, LLC (Delaware)
Great Foods, LLC (Delaware)
Guarded Realty Holdings, LLC (Delaware)
Harry & David Holdings, Inc. (Delaware)
Harry and David, LLC (Oregon)
Harry & David Operations, Inc. (Delaware)
MyFlorist.net, LLC (Delaware)
Napco Marketing Corp. (Delaware)
Plants.com, LLC (Delaware)
PersonalizationMall.com, LLC (Delaware)
Personalization Universe, LLC (Delaware)
Shari's Berries.com, LLC (Delaware)
The Popcorn Factory, Inc. (Delaware)
TR Acquisition, LLC (Delaware)
Vital Choice Seafood LLC (Delaware)
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
1-800-FLOWERS.com, Inc.
Jericho, New York
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-276042, 333-
259759, 333-192304, 333-164727, and 333-119999) of 1-800-FLOWERS.COM, Inc. (the Company) of our reports dated
September 5, 2025, relating to the consolidated financial statements and schedule, and the effectiveness of the Company’s
internal control over financial reporting, which appear in this Annual Report on Form 10-K.
/s/ BDO USA, P.C.
Melville, NY
September 5, 2025
Exhibit 31.1
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(RULE 13a-14 (a))
I, Adolfo Villagomez, certify that:
1) I have reviewed this annual report on Form 10-K of 1-800-FLOWERS.COM, Inc.;
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: September 5, 2025
/s/ Adolfo Villagomez
Adolfo Villagomez
Chief Executive Officer (Principal Executive Officer)
Exhibit 31.2
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(RULE 13a-14 (a))
I, James Langrock, certify that:
1) I have reviewed this annual report on Form 10-K of 1-800-FLOWERS.COM, Inc.;
2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over the
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: September 5, 2025
/s/ James Langrock
James Langrock
Senior Vice President,
Treasurer and
Chief Financial Officer (Principal Financial Officer)
Exhibit 32.1
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of
the undersigned officers of 1-800-FLOWERS.COM, Inc. (the “Company”) hereby certifies, to the best of such officer’s
knowledge, that:
• the Annual Report on Form 10-K of the Company for the year ended June 29, 2025, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), fully complies with the requirements of Section
13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Dated: September 5, 2025
/s/ Adolfo Villagomez
Adolfo Villagomez
Chief Executive Officer
(Principal Executive Officer)
Dated: September 5, 2025
/s/ James Langrock
James Langrock
Senior Vice President,
Treasurer and
Chief Financial Officer (Principal Financial Officer)
These certifications are furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Such certifications will not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically
incorporates them by reference.
[This page intentionally left blank]
CORPORATE
INFORMATION
• BOARD OF DIRECTORS •
James F. McCann
Founder and Executive Chairman,
1-800-FLOWERS.COM, Inc.
Christopher G. McCann
Former Chief Executive Officer,
1-800-FLOWERS.COM, Inc.
Celia R. Brown
Former Executive Vice President, Group HR Director,
Willis Group
James A. Cannavino
Senior Vice President, IBM Company, Retired
Dina M. Colombo
Chief Operating Officer and Chief Financial Officer,
GreyLion Partners LP
Eugene F. DeMark C.P.A.
Area Managing Partner KPMG, LLP, Retired,
Former Director, BankUnited and MSG Network
Leonard J. Elmore
Network Television Sports Analyst, Attorney at Law,
Senior Lecturer at Columbia University
Adam Hanft
Founder and Chief Executive Officer, Hanft Ideas LLC
Stephanie Redish Hofmann
Chief Marketing Officer, Global E-Commerce Marketing,
Lenovo Group, LTD
Christina Shim
Chief Sustainability Officer, IBM
Shelton Palmer
Chief Executive Officer, The Palmer Group
Larry Zarin
Senior Vice President, Chief Marketing Officer,
Express Scripts, Inc., Retired
• LEADERSHIP TEAM •
Adolfo Villagomez
Chief Executive Officer
Thomas G. Hartnett
President
James Langrock
Senior Vice President, Chief Financial Officer
Michael R. Manley
Senior Vice President, General Counsel and Corporate Secretary
Melanie Babcock
Chief Marketing and Growth Officer
Steve Roberts
Senior Vice President, Business Development
Joseph Rowland
Group President, Gourmet Foods & Gift Baskets
Jon Feldman
President, BloomNet
Nelson Tejada
President, PersonalizationMall.com
STOCKHOLDER
INFORMATION
• STOCK PERFORMANCE •
Comparison of 5 Year Cumulative Total Return*
Among 1-800-FLOWERS.COM, Inc., the Russell 2000 Index
and the S&P 500 Consumer Discretionary Index
Corporate Headquarters
1-800-FLOWERS.COM, Inc.
Two Jericho Plaza, Suite 200
Jericho, NY 11753
(516) 237-6000
Stock Exchange Listing
NASDAQ Global Select Market
Symbol: FLWS
Transfer Agent & Registrar
Equiniti Trust Company, LLC
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
(718) 921-8200
Independent Auditors
BDO USA, P.C.
401 Broadhollow Road, Suite 201
Melville, NY 11747
(631) 501-9600
SEC Counsel
Cahill Gordon and Reindel LLP
32 Old Slip
New York, NY 10005
(212) 701-3000
Shareholder Inquiries
Copies of the Company’s reports on Forms 10-K and 10-Q as filed with
the Securities and Exchange Commission and additional information
about 1-800-FLOWERS.COM, Inc. may be obtained by visiting the
Investors section at www.1800flowersinc.com.