41 unchanged sentences
Fresh cut tulips are something of a discretionary purchase and consumers may reduce purchases of tulips in slower economic times.
−Removed: In the past, some of these factors have caused and may continue to cause customers to reduce spending and delay or forego purchases of our products, which has had an adverse effect on our net sales and earnings.
+Added: In the past, some of these factors have caused and may continue to cause
+Added: customers to reduce spending and delay or forego purchases of our products, which has had an adverse effect on our net sales and earnings.
STRATEGIC RISKS
Our company’s results are highly dependent on Bloomia’s success.
−Removed: Although we intend to continue to develop our non-bank lending business, we have committed a substantial portion of our capital to the acquisition and growth of Bloomia’s business.
+Added: Although we intend to continue to develop our specialty ag business, we have committed a substantial portion of our capital to the acquisition and growth of Bloomia’s business.
With this lack of diversification, for at least the near term, our cash flow and ability to service our debt is highly dependent on the performance of the Bloomia business.
1 unchanged sentence
Failure to successfully manage the recently acquired Bloomia business and other future acquisitions could adversely affect our business.
−Removed: As part of our strategy to develop our specialty ag and finance strategy, we recently acquired Bloomia, and may make additional acquisitions in the future.
+Added: As part of our strategy to develop our specialty ag strategy, we may make additional acquisitions in the future.
We cannot be certain that the businesses we acquire will become profitable or remain so.
26 unchanged sentences
Under terms of the Credit Agreement, the Bloomia business is permitted to pay a management fee of $60,000 monthly to Lendway, but generally is not permitted to make distributions to its members, including Lendway.
−Removed: This may constrain cash available to Lendway for corporate expenses and expenses of the Lending Business.
−Removed: This constraint significantly limits the capital available for the Lending Business, for which we anticipate minimal revenue and losses during the remainder of 2024.
+Added: This may constrain cash available to Lendway for corporate expenses.
The restriction on distributions will also limit our ability to fund additional strategic acquisitions using capital we have contributed to the Bloomia business.
The Company’s success depends on its key personnel.
−Removed: The Company’s business results depend largely upon the continued contributions of our CEO Randy Uglem, as it relates to the Lending Business, and Bloomia’s CEO Werner Jansen as it relates to the tulip business.
−Removed: Jansen no longer serves in (or serves in some lesser capacity than) their current roles, or if the Company loses other members of our management team, we may not be able to successfully execute on our business strategy and our business, financial condition and results of operations, as well as the market price of its securities, could be adversely affected.
+Added: The Company’s business results depend largely upon the continued contributions of Bloomia’s CEO Werner Jansen.
+Added: Jansen no longer serves in (or serves in some lesser capacity than) his current role, or if the Company loses other members of our management team, we may not be able to successfully execute on our business strategy and our business, financial condition and results of operations, as well as the market price of its securities, could be adversely affected.
If we fail to establish and maintain effective internal control over financial reporting, then we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and the market price of our common stock.
9 unchanged sentences
We cannot assure you that the measures we have taken to date, and actions we may take in the future, will prevent or avoid potential future material weaknesses.
+Added: During fiscal year 2024, the Company incurred two late filings and needed to file extensions in order to file two quarterly reports timely.
If we are unable to maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, investors could lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, we could be subject to sanctions or investigations by the Nasdaq Stock Market, the SEC or other regulatory authorities, and our ability to access the capital markets could be limited.
56 unchanged sentences
The bulbs were sourced during the off-season which we believe contributed to the quality issues and subsequent write-off.
−Removed: Additionally, although we coordinate with recurring customers to plan production based on anticipated demand and projections, we may have to write down inventory or recognize a material impairment if our production significantly exceeds customer demand.
+Added: Additionally, in fiscal year 2024, a portion of our Southern Hemisphere bulbs suffered from poor temperature treatment which resulted in less stem production.
+Added: Although we coordinate with recurring customers to plan production based on anticipated demand and projections, we may have to write down inventory or recognize a material impairment if our production significantly exceeds customer demand.
Accordingly, any of these factors may have a material adverse effect on our inventory and any future production of tulips and a corresponding adverse effect on our results of operations.
26 unchanged sentences
● our ability to successfully operate the acquired Bloomia business at the levels of revenue and cash flow planned;
−Removed: inability to close loans;
● changes in interest rates;
2 unchanged sentences
Investment in our stock could result in fluctuating returns.
−Removed: During 2023, the sale prices of our common stock as reported by The Nasdaq Stock Market ranged from a low of $4.05 to a high of $9.67.
+Added: During fiscal year 2024, the sale prices of our common stock as reported by The Nasdaq Stock Market ranged from a low of $3.02 to a high of $6.88.
We believe factors such as the fluctuations in our quarterly and annual operating results described above, the market’s acceptance of our services and products, the performance of our business relative to market expectations, the results of our acquired Bloomia business, as well as limited daily trading volume of our stock and general volatility in the securities markets, could cause the market price of our common stock to fluctuate substantially.
17 unchanged sentences
We could be deemed to have been a “shell company” after completion of the August 2023 asset sale and, as such, we and our stockholders could be restricted in reliance on certain rules or forms.
−Removed: We have been focused on the successful startup and growth of our Lending Business since before the sale of assets relating to our former In-Store Marketing Business.
−Removed: Following the recent acquisition of the Bloomia business we have also been focused on managing Bloomia’s operations and growth.
+Added: We were focused on the startup and growth of our non-bank lending business since before the sale of assets relating to our former In-Store Marketing Business.
+Added: Following the acquisition of the Bloomia business we have been focused on managing Bloomia’s operations and growth.
We do not believe that the Company, even after completion of the sale of the In-Store Marketing Business was a “shell company” as described under Rule 405 promulgated under the Securities Act and Rule 12b-2 promulgated under the Exchange Act, which is a company that has:
14 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.