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1 800 FLOWERS COM INC

For the period ended Jun 29, 2025. Filed Sep 5, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Sep 5, 2025

FLWS$2.58-1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-06-30; filed 2024-09-06.

0001437749-24-028591

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-06-29; filed 2025-09-05.

0001084869-25-000017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 140 previous paragraphs and 152 current paragraphs.

53 unchanged; 51 reworded; 44 added; 33 removed; 3 previous and 4 current paragraphs rearranged.

Tables are not compared: 24 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (44)

Current report

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.

Current report

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.

Current report

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 goodwilland$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.

Current report

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.

Current report

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.

Current report

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

Current report

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

Current report

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

Current report

•strengthening our team through enhanced talent and accountability.

Current report

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.

Current report

(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.

Current report

(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.

Current report

•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.

Current report

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.

Current report

•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.

Current report

Other reve nues 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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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

Current report

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.

Current report

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.

Current report

•Long-term debt obligations – payments due under the Company’s credit agreement (See Note 10 – Long-Term Debt, Net in Item 15 for details).

Current report

•Operating lease obligations – payments due under the Company’s long-term operating leases (See Note 8 – Leases in Item 15 for details).

Current report

•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.

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Removed paragraphs (33)

Previous report

Fiscal 2024, was a challenging year from a top-line perspective due to lower demand across all segments. Consumers continued to moderate their discretionary purchases in the face of macroeconomic pressures as they remain pressured by persistent inflation, higher interest rates, and the resumption of student loan repayments. The downward trend in “Everyday” demand and, to a lesser extent, “Holiday” demand, which began in the latter half of fiscal 2022, persisted throughout fiscal 2024. The Company did see the consumer spend increase during the fiscal 2024 holiday season, but at softer than anticipated levels and later in the holiday period. However, the Company has benefited from favorable product mix, as higher income customers continued to purchase higher-end product offerings.

Previous report

In fiscal 2024, the Company did experience less volatility in freight, labor, and certain commodity costs. This along with the Company's logistics optimization efforts, have driven significant improvements in the Company’s margins, with fiscal 2024 gross margins improving throughout the year and ending at 40.1%; a 260-basis point improvement over fiscal 2023.

Previous report

On December 31, 2021, the Company completed its acquisition of Alice's Table LLC (“Alice’s Table”), a lifestyle business offering fully digital livestreaming and on demand floral, culinary and other experiences to guests across the country. The Company utilized existing cash of $0.8 million, converted the existing accounts receivable from Alice’s Table of $0.3 million and its previous $0.3 million cost method investment in Alice’s Table, in order to acquire 100% ownership in Alice’s Table, which included tradenames, customer lists, websites and operations. Alice’s Table revenues were approximately $3.8 million during its fiscal twelve-month period ended September 30, 2021 – see Note 4– Acquisitions in Item 15 .

Previous report

On October 27, 2021, the Company completed its acquisition of Vital Choice Seafood LLC (“Vital Choice”), a provider of wild-caught seafood and sustainably farmed shellfish, pastured proteins, organic foods, and marine-sourced nutritional supplements. The Company utilized its credit facility to fund the $20.0 million purchase, which included tradenames, customer lists, websites and operations. Vital Choice revenues were approximately $27.8 million during its most recent year ended December 31, 2020 – see Note 4– Acquisitions in Item 15.

Previous report

For Fiscal 2025, with a sustained challenging consumer environment, the Company expects revenues trends to improve as the fiscal year progresses benefitting from the company’s Relationship Innovation initiatives that have expanded the Company’s product offerings, broadened price points, and enhanced the user experience, combined with increased marketing spend. Additionally, the guidance assumes increased incentive compensation expense.

Previous report

• Total revenues on a percentage basis to be in a range of flat to a decrease in the low-single digits, as compared with the prior year;

Previous report

• Adjusted EBITDA to be in a range of $85 million to $95 million; and

Previous report

• Free Cash Flow to be in a range of $45 million to $55 million.

Previous report

During the fiscal year ended July 2, 2023, net revenues decreased 8.6% in comparison to the prior year, due to lower order volume across all segments, as discretionary income was pressured as discussed above, combined with the prudent use of promotional offerings and advertising campaigns.

Previous report

Net revenues decreased 3.9% during fiscal 2023 due to lower e-commerce consumer demand, as a result of macro-economic weakness discussed above, combined with planned reductions in advertising spend. The unfavorable revenue trend was attributable to lower order volume, partially offset by favorable average order value as a result of strategic price increases and product mix, although promotional activity was increased in order to reduce inventory levels. This segment has seen the most dramatic reductions in “EveryDay” volumes, due to the disproportionate impact of the macro-economic conditions noted above, combined with the fact that it also experienced the highest growth rates during the Pandemic when food gifts/self-consumption peaked. Wholesale/Retail channel revenues were slightly favorable to prior year as consumers returned to in person “brick-and-mortar” shopping.

Previous report

Gross profit decreased 7.8% during fiscal 2023 due to the lower revenues noted above, partially offset by a higher gross margin percentage, driven by improvements across all three segments. Although the Company continued to face inflationary pressures in the form of higher commodity costs (although certain commodities began declining during our third quarter), fuel and related third party shipping rates, in addition to the challenges required to work down inventory levels, rates on ocean containers have come down significantly off of their Fiscal 2022 peak, and the Company has focused on improving the variables within its control, implementing strategic initiatives designed to mitigate the impact of these factors, including pricing initiatives across our product assortment, implementing logistics optimization programs to enhance our outbound shipping operations and manage rising third-party shipping costs and deploying automation to increase throughput and efficiency and address the high cost of labor.

Previous report

Gross profit in fiscal 2023 decreased in comparison to prior year by 12.8%, due to the unfavorable revenues noted above, partially offset by favorable gross profit percentage attributable to favorable product mix, strategic pricing initiatives, reflected in the higher average order value, as well as favorable rates for ocean freight, partially offset by higher outbound shipping costs and higher labor rates.

Previous report

Gross profit in fiscal 2023 was unfavorable in comparison to prior year by 1.9%, due to the unfavorable revenues noted above, partially offset by favorable gross profit percentage. The favorable gross profit percentage was primarily attributable to lower inbound/ocean freight costs and production efficiencies resulting from fulfillment automation projects, partially offset by continued inflationary pressures on certain commodity costs, and increased markdowns to reduce inventory positions.

Previous report

Marketing and sales expense decreased 12.4% during fiscal 2023 due to variable components associated with lower revenues, combined with reduced, but more efficient advertising spend (as the brands focused their efforts on driving profitable volume and servicing their most loyal customers during a period when discretionary purchases are still under heavy pressure), and expense optimization efforts.

Previous report

Technology and development expenses increased by 7.3% during fiscal 2023, primarily due to higher maintenance and support for the Company’s technology platform, as well as higher labor costs due to annual increases.

Previous report

Depreciation and amortization expense increased 9.4% during fiscal 2023, due to recent increases in distribution facility automation projects, and IT-related e-commerce/platform enhancements, as well as incremental depreciation and amortization associated with recent acquisitions.

Previous report

Interest expense, net in fiscal 2024 is in-line with the prior year.

Previous report

At June 30, 2024, the Company’s federal enhanced deduction carryforwards were $3.6 million, tax effected, which if not utilized will begin to expire in 2027. At June 30, 2024, the Company’s state and foreign net operating loss carryforwards were $2.9 million and $1.3 million, tax effected, respectively, which if not utilized will begin to expire in fiscal 2025 and fiscal 2034, respectively.

Previous report

As of June 30, 2024, there were no borrowings outstanding under the Company’s Revolver.

Previous report

On June 27, 2023, the Company entered into a Third Amended and Restated Credit Agreement to, among other modifications: (i) increase the amount of the outstanding term loan from approximately $150 million to $200 million, (ii) decrease the amount of the commitments in respect of the revolving credit facility from $250 million to $225 million, (iii) extend the maturity date of the outstanding term loan and the revolving credit facilities by approximately 48 months to June 27, 2028, and (iv) increase the applicable interest rate margins for SOFR and base rate loans by 25 basis points (See Note 9– Long-Term Debt in Item 15 for details).

Previous report

Net cash provided by operating activities of $95.0 million for fiscal 2024 was primarily attributable to the Company’s net loss, adjusted by a non-cash charge for an intangible asset impairment, depreciation and amortization, bad debt expense and stock-based compensation, net of deferred income taxes, combined with net working capital generated primarily from a decrease in inventories, and an increase in accounts payable and accrued expenses.

Previous report

See Note 6 – Goodwill and Intangible Assets, in Part IV, Item 15, for further information.

Previous report

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.

Previous report

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.

Previous report

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 a 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.

Previous report

See Note 11– Income Taxes, in Part IV, Item 15, for further information.
Reworded paragraphs (51)

Previous wording

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 the caption“Forward-Looking Information”* and under Item* 1A —* *“Risk Factors.”

Current wording

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.”

Previous wording

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, PersonalizationMall, 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.

Current wording

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.

Previous wording

During fiscal 2024, net revenues declined by $186.4 million, or 9.2%, to $1,831.4 million, compared to fiscal 2023, primarily due to the aforementioned slowing demand for everyday gifting occasions as discretionary income remains under pressure and consumers continue to moderate their spending. The lower revenues were also due to the prudent use of promotional offerings and advertising campaigns that balance the long-term goals of the Company with strategies to improve gross margins and stabilize bottom-line metrics.

Current wording

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.

Previous wording

Net loss was $6.1 million, compared with a net loss of $44.7 million in fiscal 2023. Adjusted EBITDA for fiscal 2024 was $93.1 million, compared with $91.2 million in fiscal 2023, reflecting the improvement in Adjusted EBITDA of $1.9, driven by improvements in gross margin and operating expense efficiencies that offset the revenue decline noted above (See Reconciliation of net loss to adjusted EBITDA (non-GAAP) below).

Current wording

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).

Previous wording

During the second quarter of fiscal 2024, as a result of a decline in the actual and projected revenue for the Company’s PersonalizationMall 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 PersonalizationMall tradename.

Current wording

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.

Previous wording

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, intangible 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 ($62.3 million), and partially impaired certain tradenames ($2.3 million) within the reporting unit– see Note 6 – Goodwill and Intangible Assets in Item 15.

Current wording

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.

Previous wording

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, based on its most recently available financial information, is deemed immaterial to the Company's consolidated financial statements– see Note 4– Acquisitions in Item 15 . ** **

Current wording

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.

Previous wording

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 ecommerce operations, based on its most recently available unaudited financial information was $30.4 million for the twelve months ended November 30, 2022– see Note 4– Acquisitions in Item 15 .

Current wording

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.

Previous wording

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 Plan Investment appreciation/depreciation, and certain items affecting period-to-period comparability.

Current wording

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.

Previous wording

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 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.

Current wording

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.

Previous wording

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 significant 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.

Current wording

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.

Previous wording

The following table presents the EBITDA and adjusted EBITDA for fiscal years ended June 30, 2024 and July 2, 2023. For EBITDA and adjusted EBITDA for the fiscal year ended July 3, 2022, please refer to our Annual Report on Form 10-K for the fiscal year ended July 3, 2022.

Current wording

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.

Previous wording

The following table presents the adjusted net income for fiscal years ended June 30, 2024 and July 2, 2023. For adjusted net income for fiscal year ended July 3, 2022, please refer to our Annual Report on Form 10-K for the fiscal year ended July 3, 2022.

Current wording

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.

Previous wording

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 segment contribution margin adjusted for certain items affecting period-to-period comparability. When viewed together with our GAAP results, we believe segment contribution margin and adjusted segment contribution margin provide management and users of the financial statements meaningful information about the performance of our business segments.

Current wording

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.

Previous wording

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 the 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 these limitations when using this measure by looking at other GAAP measures, such as Operating Income and Net Income.

Current wording

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).

Previous wording

We define Free Cash Flow as net cash provided by 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.

Current wording

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.

Previous wording

The following table reconciles net cash provided by operating activities, a GAAP measure, to free cash flow, a non-GAAP measure.

Current wording

The following table reconciles net cash provided by (used in) operating activities, a GAAP measure, to free cash flow, a non-GAAP measure.

Previous wording

The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to June 30. Fiscal years 2024 and 2023, which ended on June 30, 2024 and July 2, 2023, respectively, each consisted of 52 weeks. Fiscal year 2022, which ended on July 3, 2022, consisted of 53 weeks.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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, reflecting a continuation of the trends that we have experienced over the last two years, as discretionary income remains pressured and consumers continue 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.

Current wording

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.

Previous wording

Consumer Floral & Gifts, – this segment, which includes the operations of the 1-800-Flowers.com, as well as PersonalizationMall, Alice’s Table, and Things Remembered brands derives revenue primarily 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.

Current wording

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.

Previous wording

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’ available discretionary income remains strained in the current 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. Despite these challenges, the 1-800-Flowers and PersonalizationMall brands were able to maintain much of the sales gains achieved during the pandemic and drive market share gains as a result of increased recognition and relevance for gifting and connective occasions and continued emphasis on existing customers as our Celebrations Passport loyalty program has increased cross-brand frequency, retention, and customer lifetime value.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

Net revenues decreased 8.6% during fiscal 2023 due to soft wholesale product sales, as well as service revenues attributable to reduced membership/transaction fee revenues associated with a decline in order volume processed through the network, and lower directory services ad revenues.

Current wording

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.

Previous wording

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, and Vital Choice. 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.

Current wording

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.

Previous wording

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 has 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.

Current wording

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.

Previous wording

Consumer Floral & Gifts segment – Gross profit infiscal 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.

Current wording

Gross profit infiscal 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.

Previous wording

BloomNet segment – 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.

Current wording

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.

Previous wording

Gourmet Foods & Gift Baskets segment – 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.

Current wording

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.

Previous wording

Technology and development expenses 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.

Current wording

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.

Previous wording

During the fiscal years 2024, 2023 and 2022, the Company expended $86.8 million, $85.8 million and $83.2 million, respectively, on technology and development, of which$26.6 million, $25.1 million and $26.6 million, respectively, has been capitalized.

Current wording

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.

Previous wording

General and administrative expense increased 10.2% during fiscal 2023, primarily due to: (i) higher labor costs due to a change in the value of the Company’s NQDC investments - refer to equal offset in “Other expense (income), net”, (ii) higher professional fees due to litigation costs, and (iii) higher bad debts expense primarily related to reserves for certain big box retailers and florists.

Current wording

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.

Previous wording

General and administrative expense increased 4.7% during fiscal 2024, primarily due to higher labor costs due to a change in the value of the Company’s NQDC 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.

Current wording

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.

Previous wording

Depreciation and amortization expense for fiscal 2024 is in-line with the prior year.

Current wording

Depreciation and amortization expense for fiscals 2025 and 2024 were in-line with the prior year periods.

Previous wording

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

Current wording

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.

Previous wording

See Note 6 in Part IV, Item 15 for additional information.

Current wording

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

Previous wording

Interest expense, net consists primarily of interest expense and amortization of deferred financing costs attributable to the Company’s credit facility (See Note 9 in Part IV, Item 15 for details), net of income earned on the Company’s available cash balances.

Current wording

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).

Previous wording

Interest expense, net increased 93.2% during fiscal 2023, due to higher interest rates and higher working capital borrowings during the year, partially offset by favorable interest earned on available cash balances.

Current wording

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

Previous wording

Other (income), net during fiscal 2024 consists primarily of the gain on the Company's NQDC investments (for which the offsetting expense was recorded in the general and administration expense line item).

Current wording

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).

Previous wording

The Company recorded income tax expense of $0.2 million during fiscal 2024, an income tax benefit of $2.1 million in fiscal 2023, andincome tax expense of $1.5 million in fiscal 2022, resulting in an effective tax rate of (3.4%), 4.4% and 4.8%, respectively. 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. The Company’s effective tax rate for fiscal 2022 differed from the U.S. federal statutory rate of 21.0% primarily due to excess tax benefits from stock-based compensation and various tax credits, partially offset by state income taxes and nondeductible expenses for executive compensation. Further impacting fiscal 2022, was a reduction in the Company’s valuation allowance, offset in part by the expiration of capital loss carryforwards, as well as enhanced deductions.

Current wording

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.

Showing the first 40 of 51 pairs. Open the source sections for the rest.

Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report — wording carried from elsewhere

(c)See reconciliation of the Company's net loss to Adjusted EBITDA (non-GAAP) above.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

Interest income consists of income earned on the Company’s available cash balances.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Net revenues decreased 13.1% during fiscal 2023, due to the reduction of “Everyday” product demand, and weaker Valentine’s Day and Mother’s Day demand, as discussed above, combined with planned reductions in advertising spend.

Previous report — wording carried elsewhere

Gross profit in fiscal 2023 from the BloomNet segment decreased in comparison to prior year by 7.6%, 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 improvements in wholesale margins, as a result of strategic pricing initiatives and favorable ocean freight costs, partially offset by higher outbound shipping rates, and higher florist rebates due to higher shop-to-shop volume from senders.

Previous report — wording carried elsewhere

Other expense, net during fiscal 2023 consists primarily of a loss on the Company's NQDC investments (for which the offsetting credit was recorded in the general and administration expense line item).