1 800 Flowers Com (FLWS) FY2025 10-K Risk Factors: 102 New, 12 Dropped

What the changes say

Gross margins declined to 38.7% due to higher merchandise costs and fixed cost deleveraging.
Net loss widened significantly to $200.0 million, driven by lower sales and impairments.
The company recorded a non-cash goodwill and intangible impairment charge of $138.2 million.

What changed since the prior 10-K

New

New
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
Gross margins declined 140 basis points to 38.7% and net loss expanded to $200.0 million due to higher merchandise costs and lower sales.
New
Goodwill and Intangible Asset Impairment
The company recorded a non-cash impairment charge of $138.2 million for goodwill and the Personalization Mall tradename.
New
Acquisition of Scharffen Berger
The company acquired Scharffen Berger for approximately $3.3 million and Card Isle for $3.6 million using balance sheet cash.
New
Acquisition of Things Remembered
The $5.0 million acquisition of Things Remembered in January 2023 integrated its e-commerce operations into the PersonalizationMall.com brand.
New
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
The company is approaching fiscal 2026 to transform into a data-driven organization supporting its multi-year Celebrations strategy.
New
EBITDA and adjusted EBITDA
EBITDA and Adjusted EBITDA are used to determine executive incentive compensation and measure credit agreement covenant compliance.
New
Adjusted net income (loss) and adjusted or comparable net income (loss) per common share
Adjusted net income and per-share figures exclude certain items to increase the period-to-period comparability of results.
New
Segment contribution margin and adjusted segment contribution margin
Segment contribution margin excludes corporate overhead expenses and is used by management to evaluate segment performance.
New
Total net revenues $ 1,685,658 $ - $ - $ - $ 1,685,658 $ 1,831,421 $ - $ - $ - $ - $ 1,831,421 -8.0 %
Total net revenues declined 8.0% to $1.69 billion due to lower order volumes across all operating segments.
New
38.7 % - - - 39.1 % 40.1 % - - - - 40.1 %
Adjusted EBITDA decreased to $29.2 million in fiscal 2025 compared to $93.1 million in fiscal 2024.
New
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 %
Corporate expenses include shared service cost centers such as IT, HR, Legal, and Finance operated under a centralized management platform.
New
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
Net revenues decreased due to lower order volume from pressured consumer discretionary income and inefficient marketing spend.
New
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 %
New
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
New
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
New
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
New
Gross profit % 38.7 % 40.1 % 37.5 %
New
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
New
Percentage of net revenues 28.5 % 26.5 % 24.8 %
New
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
New
Percentage of net revenues 3.7 % 3.3 % 3.0 %
New
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
New
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
New
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
New
Interest expense $ 15,438 -10.8 % $ 17,303 23.2 % $ 14,050
New
Other expense (income), net $ (3,514) -48.3 % $ (6,793) -943.9 % $ 805
New
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
New
Critical Accounting Policies and Estimates
New
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
New
Evaluation of Disclosure Controls and Procedures
New
Management’s Report on Internal Control Over Financial Reporting
New
Limitations on Effectiveness of Controls and Procedures
New
Changes in Internal Control Over Financial Reporting
New
Opinion on Internal Control over Financial Reporting
New
Definition and Limitations of Internal Control over Financial Reporting
New
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
New
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
New
Schedule II- Valuation and Qualifying Accounts
New
(a) (3) Index to Exhibits
New
Description of Securities. (Annual Report on Form 10-K filed on September 13, 2019, Exhibit 4.2)
New
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)
New
Amendment to Equity Purchase Agreement dated July 20, 2020 (Current Report on Form 8-K filed on July 22, 2020, Exhibit 10.1)
New
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)
New
(Principal Executive Officer)
New
Opinion on the Consolidated Financial Statements
New
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
New
Valuation of Indefinite-lived Intangible Asset – Personalization Mall Tradename
New
Valuation of Goodwill related to the Consumer Floral & Gifts Reporting Unit
New
Liabilities and Stockholders' Equity
New
Commitments and contingencies (Note 16)
New
Gross profit 652,272 734,753 757,526
New
Diluted net loss per common share $ (3.13) $ (0.09) $ (0.69)
New
Net loss $ (199,993) $ (6,105) $ (44,702)
New
Other non-cash items 2,013 310 95
New
Net cash (used in) provided by operating activities (26,363) 94,999 115,351
New
Net cash used in investing activities (44,463) (42,304) (50,829)
New
End of year $ 46,502 $ 159,437 $ 126,807
New
Note 1. Description of Business
New
Cash and Cash Equivalents
New
Property, Plant and Equipment
New
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
New
Equity investments without a readily determinable fair value
New
Equity investments with a readily determinable fair value
New
Concentration of Credit Risk
New
Technology and Development
New
Net Income (Loss) Per Share
New
Recently Issued Accounting Pronouncements - Adopted
New
Recently Issued Accounting Pronouncements
New
Note 3 – Net Loss Per Common Share
New
(in thousands, except per share data)
New
Diluted $ (3.13) $ (0.09) $ (0.69)
New
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
New
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
New
Note 7. Goodwill and Other Intangibles, Net
New
(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
New
Total identifiable intangible assets $ 126,686 $ 37,322 $ 89,364 $ 151,486 $ 35,270 $ 116,216
New
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
New
Additional Goodwill and Indefinite-Lived Intangible Asset Considerations
New
Weighted-discount rate - operating leases 4.7 % 4.3 %
New
Note 10. Long-Term Debt, Net
New
Long-term debt, net $ 134,764 $ 177,113
New
Note 11. Fair Value Measurements
New
Level 1Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access
New
Level 3Valuations 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
New
$ 38,370 $ 38,370 $ - $ -
New
$ 32,805 $ 32,805 $ - $ -
New
Current income tax (benefit) expense (641) 11,935 2,548
New
Income tax (benefit) expense $ (13,364) $ 203 $ (2,060)
New
Effective tax rate 6.3 % (3.4 %) 4.4 %
New
Deferred tax assets, net 45,703 51,136
New
Net deferred income tax liabilities $ (6,679) $ (19,402)
New
The Plan is administered by the Compensation Committee or such other Board committee (or the entire Board) as may be designated by the Board
New
(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)
New
Expected dividend yield —% —% —%
New
Exercisable at June 29, 2025 1,497,253 $ 8.80 7.28 $ —
New
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)
New
Non-vested - end of period 2,110,656 $ 9.98
New
Note 15. Employee Retirement Plans
New
Note 17. Business Segments
New
The accounting policies of the segments are the same as those described in Note 2 - Significant Accounting Policies
New
(a)Segment cost of revenues includes the costs related to intercompany sales
New
Note 18. Subsequent Events

Dropped

Dropped
Cautionary Statements Under the Private Securities Litigation Reform Act of 1995
Private Securities Litigation Reform Act cautionary statements regarding forward-looking statements.
Dropped
Macroeconomic Conditions and Related Risk Factors
Macroeconomic conditions and consumer sentiment volatility impacting discretionary spending.
Dropped
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
Dependence on international flower vendors and related import, weather, and labor risks.
Dropped
trade restrictions, including United States retaliation against foreign trade practices
Trade policies, tariffs, economic sanctions, and government regulations.
Dropped
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
Foreign flower farming and risks from political unrest, war, or terrorism.
Dropped
Business and Operational Risk Factors
Business and operational fluctuations caused by fixed short-term operating expenses.
Dropped
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
Intense competition in floral, plant, and gift categories from various retail formats.
Dropped
supermarkets, mass merchants and specialty gift retailers with floral departments
Competition in fragmented gourmet food and specialty gift categories.
Dropped
These and other competitive factors could materially and adversely affect the Company’s results of operations
Risk of inaccurate demand prediction leading to excess inventory or stockouts.
Dropped
Information Technology and Systems
Information technology disruption and cybersecurity threats to websites and networks.
Dropped
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 email our current and potential customers
Dependence on uninterrupted e-commerce hardware, software, and marketing databases.
Dropped
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
Dependence on telecommunications providers for customer service centers.

All 102 risk factors

Headings as the filing states them, in filing order.

Other

01Gross 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 costsNew
02Goodwill and Intangible Asset ImpairmentNew
03Acquisition of Scharffen BergerNew
04Acquisition of Things RememberedNew
05With 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 comeNew
06EBITDA and adjusted EBITDANew
07Adjusted net income (loss) and adjusted or comparable net income (loss) per common shareNew
08Segment contribution margin and adjusted segment contribution marginNew
09Total net revenues $ 1,685,658 $ - $ - $ - $ 1,685,658 $ 1,831,421 $ - $ - $ - $ - $ 1,831,421 -8.0 %New
1038.7 % - - - 39.1 % 40.1 % - - - - 40.1 %New
11Adjusted 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 %New
12Net 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 2023New
13Total 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 %New
14Other 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 volumesNew
15Net 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 spendNew
16Net 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 salesNew
17Gross profit % 38.7 % 40.1 % 37.5 %New
18BloomNet 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 volumeNew
19Percentage of net revenues 28.5 % 26.5 % 24.8 %New
20Marketing 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 environmentNew
21Percentage of net revenues 3.7 % 3.3 % 3.0 %New
22Technology 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 platformNew
23General 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 costsNew
24During 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 environmentNew
25Interest expense $ 15,438 -10.8 % $ 17,303 23.2 % $ 14,050New
26Other expense (income), net $ (3,514) -48.3 % $ (6,793) -943.9 % $ 805New
27Net 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 aboveNew
28Critical Accounting Policies and EstimatesNew
29Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKNew
30Evaluation of Disclosure Controls and ProceduresNew
31Management’s Report on Internal Control Over Financial ReportingNew
32Limitations on Effectiveness of Controls and ProceduresNew
33Changes in Internal Control Over Financial ReportingNew
34Opinion on Internal Control over Financial ReportingNew
35Definition and Limitations of Internal Control over Financial ReportingNew
36Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCENew
37Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESNew
38Schedule II- Valuation and Qualifying AccountsNew
39(a) (3) Index to ExhibitsNew
40Description of Securities. (Annual Report on Form 10-K filed on September 13, 2019, Exhibit 4.2)New
412003 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)New
42Amendment to Equity Purchase Agreement dated July 20, 2020 (Current Report on Form 8-K filed on July 22, 2020, Exhibit 10.1)New
43Offer 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)New
44(Principal Executive Officer)New
45Opinion on the Consolidated Financial StatementsNew
46We 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 fraudNew
47Valuation of Indefinite-lived Intangible Asset – Personalization Mall TradenameNew
48Valuation of Goodwill related to the Consumer Floral & Gifts Reporting UnitNew
49Liabilities and Stockholders' EquityNew
50Commitments and contingencies (Note 16)New
51Gross profit 652,272 734,753 757,526New
52Diluted net loss per common share $ (3.13) $ (0.09) $ (0.69)New
53Net loss $ (199,993) $ (6,105) $ (44,702)New
54Other non-cash items 2,013 310 95New
55Net cash (used in) provided by operating activities (26,363) 94,999 115,351New
56Net cash used in investing activities (44,463) (42,304) (50,829)New
57End of year $ 46,502 $ 159,437 $ 126,807New
58Note 1. Description of BusinessNew
59Cash and Cash EquivalentsNew
60Property, Plant and EquipmentNew
61During 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 amountsNew
62Equity investments without a readily determinable fair valueNew
63Equity investments with a readily determinable fair valueNew
64Concentration of Credit RiskNew
65Technology and DevelopmentNew
66Net Income (Loss) Per ShareNew
67Recently Issued Accounting Pronouncements - AdoptedNew
68Recently Issued Accounting PronouncementsNew
69Note 3 – Net Loss Per Common ShareNew
70(in thousands, except per share data)New
71Diluted $ (3.13) $ (0.09) $ (0.69)New
72On 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 purchaseNew
73On 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 purchaseNew
74Note 7. Goodwill and Other Intangibles, NetNew
75(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 unitNew
76Total identifiable intangible assets $ 126,686 $ 37,322 $ 89,364 $ 151,486 $ 35,270 $ 116,216New
77The 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 valueNew
78Additional Goodwill and Indefinite-Lived Intangible Asset ConsiderationsNew
79Weighted-discount rate - operating leases 4.7 % 4.3 %New
80Note 10. Long-Term Debt, NetNew
81Long-term debt, net $ 134,764 $ 177,113New
82Note 11. Fair Value MeasurementsNew
83Level 1Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to accessNew
84Level 3Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilitiesNew
85$ 38,370 $ 38,370 $ - $ -New
86$ 32,805 $ 32,805 $ - $ -New
87Current income tax (benefit) expense (641) 11,935 2,548New
88Income tax (benefit) expense $ (13,364) $ 203 $ (2,060)New
89Effective tax rate 6.3 % (3.4 %) 4.4 %New
90Deferred tax assets, net 45,703 51,136New
91Net deferred income tax liabilities $ (6,679) $ (19,402)New
92The Plan is administered by the Compensation Committee or such other Board committee (or the entire Board) as may be designated by the BoardNew
93(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)New
94Expected dividend yield —% —% —%New
95Exercisable at June 29, 2025 1,497,253 $ 8.80 7.28 $ —New
96The 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)New
97Non-vested - end of period 2,110,656 $ 9.98New
98Note 15. Employee Retirement PlansNew
99Note 17. Business SegmentsNew
100The accounting policies of the segments are the same as those described in Note 2 - Significant Accounting PoliciesNew
101(a)Segment cost of revenues includes the costs related to intercompany salesNew
102Note 18. Subsequent EventsNew

Other 1 800 Flowers Com 10-Ks

FY2026 10-K risk factors
111 risks28 new19 dropped65 reworded
Revenue fell 10.8% to $1.50 billion as management prioritized marketing effectiveness and profitability over near-term growth.
Filed Sep 11, 2026
FY2024 10-K risk factors
12 risks
International flower sourcing from Colombia, Ecuador, and Holland exposes the business to trade and political risks. Intense competition across floral and gourmet gift categories threatens revenues. E-commerce reliance makes IT system failures and cyber threats a core vulnerability.
Filed Sep 06, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.