What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-05-13 · 89 added, 96 removed, 92 unchanged (67% of the section changed)

2 unchanged sentences

This discussion contains forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from those in such forward-looking statements as a result of many factors, including those discussed in “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere, including Part II, Item 1A, in this Quarterly Report on Form 10-Q and the “Risk Factors” described in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, our Current Reports on Form 8-K and our other SEC filings.

Our actual results could differ materially from those in such forward-looking statements as a result of many factors, including those discussed in “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere, including Part II, Item 1A, in this Quarterly Report on Form 10-Q and the “Risk Factors” described in Part I, Item 1A, of our Annual Transition Report on Form 10-KT for the transition period ended June 30, 2025, our Current Reports on Form 8-K and our other SEC filings.

Fiscal Year End Change

As previously reported, the Company’s Board of Directors has approved a change in the Company’s fiscal year end from December 31 to June 30 of each calendar year.

As a result of the change, the Company intends to file a transition report on Form 10-K for the six-month transition period starting January 1, 2025 and ending June 30, 2025, which is the period between the closing of the Company’s most recent fiscal year on December 31, 2024 and the opening date of the Company’s newly selected fiscal year on July 1, 2025.

During the transition period, the Company has elected to file a quarterly report on Form 10-Q for the quarter ending March 31, 2025, and then expects to file quarterly reports based on the new fiscal year beginning with the first fiscal quarter ending September 30, 2025.

As previously reported, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to June 30 of each calendar year.

As a result, the three months ended September 30, 2025 represent the first quarter of fiscal year 2026.

Company Overview

The Company is a specialty agricultural company focused on making and managing its agricultural investments in the United States and internationally.

In August 2023, the Company completed the sale of its In-Store Marketing Business for gross proceeds of $3.5 million (See Note 4 in the condensed consolidated financial statements).

The operations of the In-Store Marketing Business are presented as discontinued operations.

All prior periods presented have been restated to also present the In-Store Marketing Business as discontinued operations.

On February 22, 2024 (the “Acquisition Date”), the Company acquired majority ownership in Bloomia B.V.

and its subsidiaries (“Bloomia”).

Bloomia produces and sells fresh-cut tulips.

On February 22, 2024, the Company acquired majority ownership in Bloomia, which produces and sells fresh-cut tulips.

Bloomia was founded in the Netherlands and has grown to become a leader in the fresh cut tulip industry in the U.S.

5 unchanged sentences

Bloomia has historically sourced tulip bulbs from producers in the Netherlands, Chile, and New Zealand, which provides for year-round supply.

Bulbs from the Southern Hemisphere are generally used from the end of August to early December, with the Northern Hemisphere bulbs used the remainder of the year.

Bulbs from the Southern Hemisphere are generally used from August to December, with the Northern Hemisphere bulbs used the remainder of the year.

In the United States, Bloomia has established business relationships with prominent retailers.

3 unchanged sentences

Growing tulip stems domestically allows for higher margins because the freight costs for importing bulbs by sea have been substantially less than the costs associated with importing stems by air.

Additionally, the Company pays less in tariffs importing bulbs versus fully grown stems.

In the Netherlands, Bloomia’s office facilitates the sourcing of bulbs, conditioning to prepare bulbs for planting, and shipping of bulbs to its United States and South Africa facilities.

In South Africa, Bloomia’s wholly owned subsidiary operates a greenhouse that has produced an average of approximately 3.5 million tulip stems per year over the last five years.

The facility is capable of growing tulips hydroponically year-round and sells the majority of tulip stems to one retailer.

The facility is capable of growing tulips hydroponically year-round and sells the majority of tulip stems to one large retailer.

In Chile, Bloomia has a minority ownership interest in Araucania Flowers S.A.

6 unchanged sentences

Results of Operations

The following table sets forth, for the periods indicated, certain items in our condensed consolidated statements of operations and comprehensive income (loss) as a percentage of total revenue, net.

The following table sets forth, for the periods indicated, certain items in our condensed consolidated statements of operations and comprehensive loss as a percentage of total revenue, net.

Three Months Ended

September 30,

Cost of goods sold

Gross profit as a percent of revenue

Gross (loss) profit

Gross (loss) profit as a percent of revenue

Sales, general and administrative expenses

Operating income (loss)

Operating income (loss) as a percent of revenue

Foreign exchange difference, net

Operating loss

Operating loss as a percent of revenue

Foreign currency transaction loss, net

Interest expense, net

Other expense, net

Income (loss) from continuing operations before income taxes

Income tax expense (benefit)

Net income (loss) from continuing operations

Other income, net

Loss from continuing operations before income taxes

Income tax benefit

Net loss from continuing operations

Income from discontinued operations, net of tax

Net income (loss) including noncontrolling interest

Net income (loss) attributable to noncontrolling interest

Net income (loss) attributable to Lendway, Inc.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Net loss including noncontrolling interest

Net loss attributable to noncontrolling interest

Net loss attributable to Lendway, Inc.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenue, Net.

Revenue, net for the three months ended March 31, 2025 and 2024 was $12,443,000 and $8,033,000, respectively.

The increase is due to a full quarter of revenue in fiscal year 2025 compared to revenue from the Acquisition Date through March 31, 2024.

Due to the Easter holiday falling in the second calendar quarter of 2025, compared to the first calendar quarter of 2024, management expects revenue in the quarter ending June 30, 2025 to be higher when compared to the same period in 2024.

Gross Profit.

Gross profit for the three months ended March 31, 2025, was $3,889,000 or 31.3% as a percentage of revenue compared to gross profit of $1,744,000 or 21.7% for the three months ended March 31, 2024.

The increase is due to the Acquisition.

In the three months ended March 31, 2024, inventory was written up to fair value on the Acquisition, and $1,360,000 of amortization costs were included in the period.

Gross margin percentage is typically higher in the first and second calendar quarters since sales are typically higher and allow better leverage of fixed costs in costs of sales.

Revenue, net for the three months ended September 30, 2025 and 2024 was $5,153,000 and $6,628,000, respectively.

The decrease in revenue is due to strategically growing tulips earlier in the calendar year to meet higher demand near Mother’s Day, resulting in fewer stems to sell this quarter.

Additionally, the Company purchased fewer Dutch bulbs in 2024, so there were less stems to grow at the end of the Dutch bulb season, which is typically July and August.

Management expects revenue to increase in the remaining quarters of fiscal year 2026 as a result of more bulbs in inventory which the Company will grow into stems to sell, subject to normal growing risks.

Gross Margin.

Gross loss for the three months ended September 30, 2025 was $60,000, or (1.2)% as a percentage of revenue, compared to gross profit of $1,440,000, or 21.7%, for the three months ended September 30, 2024.

The Company strategically accelerated the growing of stems to meet spring demand which led to less stems available for sale in the quarter to cover fixed costs such as rent.

The decrease in margin is also due to an increase in the average price per bulb, tariffs, and an increase in freight costs, partially offset by a price increase.

Management expects gross margin to improve in the remaining quarters of fiscal year 2026 as the Company has more bulbs to grow into stems to sell.

Sales, general and administrative.

Sales, general and administrative expenses for the three months ended March 31, 2025 were $2,457,000 compared to $3,388,000 for the three months ended March 31, 2024.

The decrease was primarily due to $1,542,000 of acquisition related costs in the prior year, partially offset by a full quarter of expense in fiscal year 2025 compared to fiscal year 2024.

Sales, general and administrative expenses for the three months ended September 30, 2025 were $2,983,000 compared to $2,791,000 for the three months ended September 30, 2024.

The increase was primarily due to the timing of payroll credits reducing general and administrative costs in the prior year and an increase in sales expenses, partially offset by executive transition costs in the prior year.

Interest Expense, net.

Interest expense for the three months ended March 31, 2025 and 2024, was $970,000 and $225,000, respectively.

In connection with the Acquisition, the Company began incurring interest expenses starting February 21, 2024 resulting in higher interest expense in 2025.

The Company did not have debt prior to the Acquisition.

The Company has not hedged the risk of its interest expense.

If the Term SOFR reference rate increases, the Company’s interest expense on its term loan and revolving credit facility will increase.

Interest expense for the three months ended September 30, 2025 and 2024 was $822,000 and $800,000, respectively.

The increase is due to higher debt levels as the Company accrues interest on the seller note interest and an increased aggregate balance of related party notes outstanding at increased interest rates.

Income Taxes.

For the three months ended March 31, 2025 and 2024, the Company recorded income tax expense of 20.2% and an income tax benefit of 18.9%, respectively, on income (loss) from continuing operations.

During the quarter ended March, 31 2024, the Company established deferred tax liabilities related to the acquisition in the majority ownership of Bloomia.

The Company anticipates that the deferred tax liabilities will result in future taxable income that will allow for the realization of the federal deferred tax assets.

For the three months ended September 30, 2025 and 2024, the Company recorded income tax benefit of 17.6% and 33.5%, respectively.

See Note 9 in the condensed consolidated financial statements.

Income from Discontinued Operations, Net of Tax.

For the three months ended March 31, 2025 and 2024, income from discontinued operations of $10,000 and $72,000, respectively, is a result of the reduction in the accrual for sales tax due to the expiration of the statute of limitations.

Net income (loss) attributable to noncontrolling interest .

The 18.6% noncontrolling interest in Tulp 24.1’s income was $178,000 for the three months ended March 31, 2025 compared to a loss of $251,000 for the three months ended March 31, 2024.

The improvement is primarily due to the increase in gross margin and decrease in general and administrative expenses, partially offset by the increase in interest expense.

For the three months ended September 30, 2024, income from discontinued operations of $66,000 is a result of the reduction in the accrual for sales tax due to the expiration of the statute of limitations.

The Company does not expect income or loss from discontinued operations in fiscal year 2026.

Net loss attributable to noncontrolling interest .

The 18.6% noncontrolling interest in Tulp 24.1’s loss was $511,000 for the three months ended September 30, 2025 compared to a loss of $267,000 for the three months ended September 30, 2024.

The increase is primarily due to the higher operating loss.

Non-GAAP Financial Measures

9 unchanged sentences

and (d) to evaluate compliance with covenants and restricted activities under the terms of our Credit Agreement.

Included below is a reconciliation of EBITDA to net income (loss) from continuing operations, the most directly comparable GAAP measure.

and (d) to evaluate compliance with covenants and restricted activities under the terms of our Amended Credit Agreement.

Included below is a reconciliation of EBITDA to net loss from continuing operations, the most directly comparable GAAP measure.

Three Months Ended

Net income (loss) from continuing operations

September 30,

Net loss from continuing operations

Interest expense, net

Income tax expense (benefit)

Income tax benefit

Depreciation and amortization

The Company incurred approximately $24,000 and $1,542,000 of acquisition-related costs during the three months ended March 31, 2025 and 2024, respectively which are included in EBITDA but are not expected to recur.

Liquidity and Capital Resources

The Company has financed its operations with proceeds from sales of its tulips, credit draws, and, to a lesser extent, the sale of its legacy business.

The Company’s liquidity varied during the period.

The Company has financed its operations with proceeds from sales of its tulips and credit draws.

The Company’s liquidity varies during the year.

The majority of cash is collected in the first half of the calendar year, and the majority of payments, primarily to purchase tulip bulbs, occur in the second half of the calendar year.

At March 31, 2025, the Company’s working capital (defined as current assets less current liabilities) was $6,274,000 compared to $11,026,000 at December 31, 2024.

The decrease is due to sales providing cash to partially pay down debt.

In the quarter, the Company repaid approximately $2,000,000 towards its revolving credit line and $150,000, net of the related party note.

At September 30, 2025, the Company’s working capital (defined as current assets less current liabilities) was $11,264,000 compared to $1,098,000 at June 30, 2025.

The increase is due to the Company purchasing approximately $11,000,000 Dutch tulip bulbs in the quarter, of which $4,000,000 was financed through long-term notes.

This increase is offset by lower accounts receivable due to lower sales due to seasonality.

Operating Activities of Continuing Operations .

Net cash provided by operating activities during the three months ended March 31, 2025 was $1,737,000 compared to cash provided of $1,384,000 in the three months ended March 31, 2024.

The increase is due to a full quarter of Bloomia operations included in the current period.

Cash from operations is greatest in the first half of the calendar year due to the seasonality of the Bloomia business.

Net cash used in operating activities during the three months ended September 30, 2025 was $9,927,000 compared to cash use of $7,555,000 in the three months ended September 30, 2024.

The Company purchases the majority of its bulbs from growers in the Netherlands in September.

Bulbs are priced in Euro.

The increase in cash used in the period is due to an increase in the Euro price of bulbs purchased and the increase in the Euro to dollar rate.

Investing Activities of Continuing Operations .

Net cash used in investing activities during the three months ended March 31, 2025 and 2024 were $68,000 and $34,372,000, respectively.

The decrease is primarily due to the purchase price and other expenses resulting from the Acquisition.

Net cash used in investing activities during the three months ended September 30, 2025 was $46,000 compared to cash provided of $117,000 in the three months ended September 30, 2024.

Our low level of capital expenditures is a result of our strategic decision to meet our operational needs through equipment leasing rather than outright ownership.

Financing Activities .

Net cash used in financing activities during the three months ended March 31, 2025 was $2,132,000.

Cash was used to repay approximately $2,000,000 of the revolving credit line and $150,000, net of the related party note.

Net cash provided by financing activities during the three months ended March 31, 2024 was $21,835,000.

The Company received proceeds from issuance of the Credit Agreement used to fund the acquisition of a majority interest in Bloomia.

On February 22, 2024, the Company acquired majority ownership in Bloomia for a total purchase price of $53,360,000.

Consideration comprised of $34,919,000 of cash paid, $15,451,000 of seller bridge loans in lieu of cash, and $2,990,000 of equity issued of Tulp 24.1, which is reflected as noncontrolling interest within these condensed consolidated financial statements.

The Acquisition was funded through a combination of debt and cash on hand.

To finance the Acquisition, the Company entered into the Credit Agreement, together with Tulp 24.1 as the borrower.

Under the terms of the Credit Agreement, Tulp 24.1 had an $18,000,000 term loan funded.

The Credit Agreement also contains a $6,000,000 million revolving credit facility, which may be used by Tulp 24.1 for general business purposes and working capital.

On October 16, 2024, the Company amended the credit agreement (Amended Credit Agreement) to, among other things, temporarily increase the borrowing capacity under the revolving credit facility to $8,000,000 until March 31, 2025.

The Company reduced the outstanding balance to $6,000,000 as of March 31, 2025 to align with the credit agreement.

Borrowings under the Amended Credit Agreement bear interest at a rate per annum equal to Term SOFR for an interest period of one month plus 3.0%.

In addition to paying interest on the outstanding principal under the Credit Agreement, Tulp 24.1 is required to pay a commitment fee of 0.50% on the unutilized commitments under the revolving credit facility.

Net cash provided by financing activities during the three months ended September 30, 2025 was $10,885,000.

The Company drew $8,575,000 on its revolving line of credit and entered into notes of $4,000,000 primarily to purchase tulip bulbs in the quarter.

In the three months ended September 30, 2024, the Company drew $5,056,000 on its revolver and $2,000,000 in notes to fund bulb purchases.

The increase reflects the higher average cost per bulb and the higher Euro rate.

On September 15, 2025, the Company, as parent guarantor, entered into a Second Amendment to the existing Credit Agreement dated February 20, 2024 and previously amended on October 16, 2024.

Under the Credit Agreement, as amended (the “Credit Agreement”), among other things, the revolving facility capacity was temporarily increased from $6,000,000 to $10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026.

Additionally, the senior cash flow leverage ratio covenant levels were further revised.

Commencing September 30, 2025, the interest rate for all loans under the facility will be based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00% to 4.00% based on the Company’s cash flow leverage ratio.

The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict the ability of Tulp 24.1 and its subsidiaries to incur additional indebtedness, dispose of significant assets and make distributions or pay dividends to the Company.

The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Amended Credit Agreement, including failure to make payments under the credit facility, failure to comply with covenants in the Amended Credit Agreement and other loan documents, cross default to other material indebtedness of Tulp 24.1 or any of its subsidiaries, failure of Tulp 24.1 or any of its subsidiaries to pay or discharge material judgments, bankruptcy of Tulp 24.1 or any of its subsidiaries, and change of control of the Company.

The Company expects to be in compliance with these financial covenants for at least the next twelve months.

The term loan is repaid in quarterly installments of $450,000, which began in June 2024.

1 unchanged sentence

The scheduled maturity of the revolving facility is February 20, 2029.

The March 2025 installment was paid on April 1, 2025 and is included in the current portion of long-term debt on the condensed consolidated balance sheet.

The obligations under the Amended Credit Agreement are secured by substantially all of the personal property assets of Tulp 24.1 and its subsidiaries.

The Company provided an unsecured guaranty of the obligations of Tulp 24.1 under the Amended Credit Agreement.

The Amended Credit Agreement requires Tulp 24.1 and its subsidiaries to maintain (a) a minimum fixed charge coverage ratio of not less than 1.25 to 1.00 and (b) a maximum senior cash flow leverage ratio of 3.75 to 1.0 until March 31, 2025, and stepping down to 2.00 to 1.00 on December 31, 2027, until the maturity date of the Amended Credit Agreement.

Due to the shift in the Easter holiday from March 2024 to April 2025, the holiday sales were excluded from the ratio calculation as of March 31, 2025, and the Company was in breach.

The lender waived the breach as of March 31, 2025, with no financial impact.

The Amended Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict the ability of Tulp 24.1 and its subsidiaries to incur additional indebtedness, dispose of significant assets and make distributions or pay dividends to the Company.

The Company expects to be in compliance with these financial covenants for at least the next twelve months.

The Amended Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Amended Credit Agreement, including failure to make payments under the credit facility, failure to comply with covenants in the Amended Credit Agreement and other loan documents, cross default to other material indebtedness of Tulp 24.1 or any of its subsidiaries, failure of Tulp 24.1 or any of its subsidiaries to pay or discharge material judgments, bankruptcy of Tulp 24.1 or any of its subsidiaries, and change of control of the Company.

The obligations under the Credit Agreement are secured by substantially all of the personal property assets of Tulp 24.1 and its subsidiaries.

The Company also provided an unsecured guaranty of the obligations of Tulp 24.1.

As part of the financing of the acquisition, Tulp 24.1 entered into notes payable with the sellers.

1 unchanged sentence

Interest is at 8% per annum in the first year and increases annually by 2 percentage points.

Notes payable for $2,700,000 were paid in full as of June 30, 2024.

On August 15, 2024, and as amended on September 27, 2024 and January 15, 2025, the Company entered into an unsecured Delayed Draw Term Note (the “Note”) with Air T Inc.

(Air T) pursuant to which Air T has agreed to advance from time to time until August 15, 2026, but not on a revolving basis, up to $3.75 million to fund the Company’s operations.

On August 15, 2024, and as amended on September 27, 2024 and January 15, 2025, the Company entered into an unsecured Delayed Draw Term Note (the “2024 Note”) with Air T pursuant to which Air T has agreed to advance from time to time until August 15, 2026, but not on a revolving basis, up to $3,750,000 to fund the Company’s operations.

The 2024 Note remains scheduled to mature, and all principal and accrued but unpaid interest will become due on August 15, 2029, subject to Air T’s right to demand payment on or after February 15, 2026.

Amounts outstanding under the 2024 Note bear interest at a fixed rate of 8.0%, which may be increased by 3.0% upon certain events of default, and is accrued and deferred until maturity.

As of September 30, 2025, the balance due under this note was $2,150,000.

On September 15, 2025, the Company entered into unsecured Promissory Notes (collectively, the “2025 Notes”) with Air T, AO Partners I, L.P.

(“AO Partners Fund”), and Gary S.

Kohler (“Kohler,” and, together with Air T and AO Partners Fund, the “Note Lenders”), pursuant to which the Lenders have agreed to lend to the Company a total of $4,000,000, in the amounts of $1,100,156, $1,699,844, and $1,200,000, respectively.

Proceeds from the notes are expected to be used to fund operation of the Bloomia business.

Amounts outstanding under the 2025 Notes bear interest at a fixed rate of 13.5% per year.

The 2025 Notes are scheduled to mature and all principal and accrued but unpaid interest will become due on June 1, 2027.

The 2025 Notes restrict the Company’s ability to obtain additional indebtedness, either directly or through its subsidiaries, other than existing indebtedness and usual and customary indebtedness incurred in the operation of the Company’s business, which restriction may be waived by the Lenders holding a majority interest in the 2025 Notes.

Kohler is the Chief Investment Officer and Portfolio Manager of BCCM Advisors, LLC, which, according to a Schedule 13G filed with the SEC on October 15, 2025, beneficially owned approximately 8.9% of our outstanding Common Stock as of September 23, 2025.

Air T beneficially owns greater than 10% of our outstanding Common Stock and is a member of a group of stockholders that collectively owns approximately 40% of our outstanding common stock.

3 unchanged sentences

Swenson serves as President and Chief Executive Officer of Air T and is himself a member of the stockholder group.

The entry into the Note was approved in advance by the Audit Committee of our Board of Directors in accordance with our Related Person Transaction Approval Policy and by a vote of solely independent directors who have no relationship with Air T.

The Company expects that cash from operations combined with funds available under the Amended Credit Facility and the Note will provide sufficient credit availability to support its ongoing operations, fund its debt service requirements, capital expenditures and working capital for at least the next 12 months.

The entry into the 2024 Note and 2025 Notes were approved in advance by the Audit Committee of our Board of Directors in accordance with our Related Person Transaction Approval Policy and by a vote of solely independent directors who have no relationship with Air T.

The Company expects that cash from operations combined with funds available under the Credit Facility, the 2024 Note and the 2025 Notes will provide sufficient credit availability to support its ongoing operations, fund its debt service requirements, capital expenditures and working capital for at least the next 12 months.

As the Company grows its businesses, we may be required to obtain additional capital through equity offerings or additional debt financings.

5 unchanged sentences

Critical Accounting Estimates

A discussion of our critical accounting estimates is contained in our annual report on Form 10-K for the year ended December 31, 2024.

There have been no changes to our critical accounting estimates from those disclosed on our Form 10-K for the year ended December 31, 2024.

A discussion of our critical accounting estimates is contained in our Transition Report on Form 10-KT for the transition period ended June 30, 2025.

There have been no changes to our critical accounting estimates from those disclosed on our Form 10-KT for the transition period ended June 30, 2025.

Cautionary Statement Regarding Forward-Looking Statements

3 unchanged sentences

Forward-looking statements include statements expressing the intent, belief or current expectations of the Company and members of our management team regarding, for instance:

(i) our belief that our cash balance, cash generated by operations and borrowings available under our Credit Agreement, will provide adequate liquidity and capital resources for at least the next twelve months, (ii) regarding the potential for growth and other opportunities for our business, and (iii) the nature and timing of the Company’s intended financial reporting during its transition to a fiscal year ending June 30.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

2 unchanged sentences

Factors that could cause our estimates and assumptions as to future performance, and our actual results, to differ materially include the following:

(1) our ability to integrate and continue to successfully operate the newly acquired Bloomia business, (2) our ability to compete, (3) concentration of Bloomia’s historical revenue among a small number of customers, (4) changes in interest rates, (5) ability to comply with the requirements of the Credit Agreement and operate within its restrictions, (6) economic and market conditions that may restrict or delay appropriate or desirable opportunities, (7) our ability to develop and maintain necessary processes and controls relating to our businesses (8) reliance on one or a small number of employees, (9) potential adverse classifications of our Company if we are unsuccessful in executing our business plans, (10) other economic, international, business, market, financial, competitive and/or regulatory factors affecting the Company’s businesses generally;

(11) our ability to attract and retain highly qualified managerial, operational and sales personnel;

(1) our ability to compete, (2) concentration of revenue among a small number of customers, (3) dependency on Dutch tulip bulbs, (4) changes in interest rates, (5) ability to comply with the requirements of the Credit Agreement and operate within its restrictions, (6) economic and market conditions that may restrict or delay appropriate or desirable opportunities, (7) our ability to develop and maintain necessary processes and controls relating to our businesses (8) reliance on one or a small number of employees, (9) our ability to generate enough cash or secure enough capital to execute our business plans, (10) our ability to obtain seasonal workers, (11) other economic, international, business, market, financial, competitive and/or regulatory factors affecting the Company’s businesses generally;

(12) exchange rate fluctuations;

(13) tariffs;

and (14) the availability of additional capital on desirable terms, if at all.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in this report and additional risks, if any, identified in our Annual Report on Form 10-K, this and subsequent Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed with the SEC.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in this report and additional risks, if any, identified in our Transition Report on Form 10-KT, this and subsequent Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed with the SEC.

Such forward-looking statements should be read in conjunction with the Company’s filings with the SEC.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis