1 800 FLOWERS COM INC
For the period ended Jun 29, 2025. Filed Sep 5, 2025.
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FY2025 · Filed Sep 5, 2025
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Report of Independent Registered Public Accounting Firm (; PCAOB ID
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Jericho, NY
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of 1-800-FLOWERS.COM, Inc. (the “Company”) as of June 29, 2025 and June 30, 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the three fiscal years in the period ended June 29, 2025, and the related notes and schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 29, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the three fiscal years in the period ended June 29, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 29, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated September 5, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Indefinite-lived Intangible Asset – Personalization Mall Tradename
As described in Note 2 and Note 7 to the consolidated financial statements, the Company’s consolidated balance for trademarks with indefinite lives was $86.7 million as of June 29, 2025. During its quarterly assessment in the third quarter of fiscal year 2025, the Company determined that an impairment assessment was required for its Personalization Mall tradename. The Company’s impairment test for its Personalization Mall tradename encompassed calculating the fair value of the asset and comparing that result to its carrying value. To determine the fair value, the Company used an income approach, the relief-from-royalty method. This quarterly assessment resulted in the Company recording a non-cash impairment charge of $24.8 million.
We identified the perpetual growth rate, discount rate, and royalty rate included in the relief-from-royalty method for the valuation of the Personalization Mall tradename during the third quarter of fiscal year 2025 as a critical audit matter. The principal considerations for our determination included the subjectivity and judgment required to determine the perpetual growth rate, discount rate and royalty rate. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.
The primary procedure we performed to address this critical audit matter included:
Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the perpetual growth rate, discount rate, and royalty rate.
Valuation of Goodwill related to the Consumer Floral & Gifts Reporting Unit
As described in Note 2 and Note 7 to the consolidated financial statements, the Company’s consolidated balance for Goodwill was $37.6 million as of June 29, 2025. For fiscal year 2025, the Company’s goodwill impairment assessment resulted in the recording of a non-cash impairment charge of $119.0 million to reduce the recorded carrying value of the Consumer Floral & Gifts reporting unit. The Company’s impairment test for its Consumer Floral & Gifts reporting unit encompassed calculating the fair value of the reporting unit and comparing that result to its carrying value. The Company estimated the fair value of the reporting unit using an equal weighting of the income approach and market approach.
We identified the forecasted revenues, perpetual growth rate, and discount rate included in the valuation of the Consumer Floral & Gifts reporting unit during the fiscal year 2025 as a critical audit matter. The principal considerations for our determination included the subjectivity and judgment required to determine the forecasted revenues, perpetual growth rate, and discount rate. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.
The primary procedures we performed to address this critical audit matter included:
Utilizing personnel with specialized skills and knowledge in valuation to assist in evaluating the reasonableness of the perpetual growth rate and the discount rate.
Evaluating the reasonableness of forecasted revenues by: (i) comparing the actual results for the historical years to the forecasted revenues, (ii) considering whether any contradictory evidence existed by reviewing industry trends, and (iii) benchmarking revenue growth rates for the public guideline companies that management used for its assessment.
/s/ BDO USA, P.C.
We have served as the Company's auditor since 2014.
Melville, NY
September 5, 2025
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