What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-13 compared with 2025-08-14 · 90 added, 121 removed, 114 unchanged (65% of the section changed)

29 unchanged sentences

to look like a flower bouquet for gifting) and flexible containers for consumer use primarily in the United States.

During 2023 we changed

our name to include “Green”, to communicate our intention to supply biodegradable and compostable materials to the marketplace

The Company incorporated

“Green” into the Company name to communicate our intention to supply biodegradable and compostable materials to the marketplace

that are developed by our partners in Asia.

13 unchanged sentences

on April 24, 2025, extending the deadline to October 19, 2025.

The Company intends to continue actively monitoring the closing bid price

of its common stock and will evaluate all available options to regain compliance, including, if necessary, effecting a reverse stock

at any time before the extended deadline, the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive

business days, Nasdaq will provide written confirmation that the Company has regained compliance with the Minimum Bid Price Rule.

To facilitate compliance, the Company implemented a 1-for-10 reverse stock

split effective October 1, 2025, which increased the per-share trading price of its common stock.

October 21, 2025, the Company received a written notice from Nasdaq Listing Qualifications confirming that, for the ten consecutive trading

days ended October 14, 2025, the closing bid price of the Company’s common stock had been at or above $1.00 per share.

the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and the matter is now closed.

Credit Facilities

September 30, 2021 (the “Closing Date”), the Company entered into a loan and security agreement (the “Agreement”)

with Line Financial (the “Lender”), which provides for a senior secured financing consisting of a revolving credit facility

(the “Revolving Credit Facility) in an aggregate principal amount of up to $6 million (the “Maximum Revolver Amount”)

and term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $731,250 (“Term Loan Amount”

and, together with the Revolving Credit Facility, the “Senior Facilities”).

The Senior Facilities are secured by substantially

all assets of the Company.

The Company believes it has been in compliance with the terms of these Senior Facilities since their inception

in September 2021.

on the Senior Facilities was set at the prime rate published from time to time published in the Wall Street Journal (7.5% as of June

30, 2025), plus 1.45% per annum, accruing daily and payable monthly.

Interest shall be calculated on the basis of a 360-day year for

the actual number of days elapsed.

The Term Loan Facility shall be repaid by the Company to Lender in 48 equal monthly installments of

principal and interest, each in the amount of $15,000, commencing on November 1, 2021, and continuing on the first day of each month

thereafter until the Term Loan Maturity Date (as defined in the Agreement).

Also, the Company paid the Lender collateral monitoring fees

of 4.62% of the eligible accounts receivable, inventory, and equipment supporting the Revolving Credit Facility and the Term Loan.

Senior Facilities matured on September 30, 2023 and were extended with a maturity date of September 30, 2025.

The facility automatically

extends for successive periods of one year each, unless the Company or the Lender gives the other party written notice of termination

not less than 90 days prior to the end of such term or renewal term, as applicable.

If the Senior Facilities are renewed, the Company

shall pay the Lender a renewal fee of 1.25% of the Maximum Revolver Amount and the Term Loan Amount upon each renewal on the anniversary

of the Closing Date.

The Company has the option to prepay the Term Loan Facility (together with all accrued but unpaid interest and a

Term Loan Prepayment Fee (as defined in the agreement) in whole, but not in part, upon not less than 60 days prior written notice to the

Senior Facilities require that the Company maintain Tangible Net Worth of at least $4,000,000 or greater (“Minimum Tangible Net

Minimum Tangible Net Worth may be adjusted downward by the Lender, from time to time, in its sole and absolute discretion,

based on the effect of non-cash charges and other factors on the calculation of Tangible Net Worth.

Other debt subordinated to Lender

is not considered as a reduction of this calculation.

The Company believes it was in compliance with this covenant for all relevant months,

including as of June 30, 2025 and December 31, 2024, respectively.

Senior Facilities contain certain affirmative and negative covenants that limit the ability of the Company, among other things and subject

to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, and acquisitions,

pay dividends and make other restricted payments, or make capital expenditures exceeding $1,000,000 in the aggregate in any fiscal year.

of both June 30, 2025 and December 31, 2024, the term loan balance amounted to approximately $0.6 million, which consisted of the principal

and interest payable balance of $0.6 million and deferred financing costs of approximately $5,000 and $17,000 respectively.

of the Revolving Line of Credit as of June 30, 2025 and December 31, 2024 amounted to $4.7 million and $6.6 million, respectively.

of December 31, 2024, the Revolving Line of Credit exceeded $6,000,000 due to the year-end holiday schedule of the lender, and returned

to less than $6,000,000 on January 3, 2025.

of September 30, 2025, the Company maintained senior secured credit facilities with Line Financial, consisting of a $7.0 million revolving

credit facility and a $0.7 million term loan.

The facilities are secured by substantially all Company assets.

under the revolving credit facility bear interest at the prime rate plus 7.82% (15.07% as of September 30, 2025), while the term loan

bears interest at the prime rate plus 1.45% and is repaid in monthly installments of approximately $15,000.

The facilities include standard

financial and operational covenants, including a minimum tangible net worth requirement of $4.0 million, with which the Company was in

compliance as of September 30, 2025.

September 2025, the Company executed a Fifth Amendment extending maturity to April 30, 2027 and increasing the revolving commitment from

$6.0 million to $7.0 million.

The amendment also introduced a 0.75% renewal fee payable in two equal installments (October 2025 and September

2026) and a $12,500 commitment fee associated with the expanded facility.

September 30, 2025, the Company had $4.6 million outstanding on the revolving facility and $0.6 million on the term loan, with $2.4 million

of remaining borrowing capacity.

Payable, Related Party

Company is party to a note payable to John H.

Schwan, Director and former Chairman of the Board, with a loan balance of $1.3 million

and interest rate of 6% as of December 31, 2023.

The Company repaid $1 million to Mr.

Schwan during January 2024.

The parties agreed

to the payment of the remaining $0.3 million at a future date to be determined.

This related party note payable is subordinate to the

Senior Facilities.

Company also has a subordinated note payable to Director and former Chairman John H.

Schwan bearing 6% interest, with a balance of $0.3

million remaining after a $1.0 million repayment in January 2024.

of Operations

Net sales for the three-month periods ended June 30, 2025 and 2024 were approximately $5,457,000 and $4,354,000, respectively,

Net sales for the three-month periods ended September 30, 2025 and 2024 were approximately $2,953,000 and $2,540,000, respectively,

representing an increase of $413,000 or 16% quarter-over-quarter.

the three-month period ended June 30, 2025 and 2024, net sales by product category were as follows:

the three-month period ended September 30, 2025 and 2024, net sales by product category were as follows:

Three Months Ended

June 30, 2025

June 30, 2024

Product Category

September 30, 2025

September 30, 2024

(000) Omitted

2 unchanged sentences

Film Products

the six-month period ended June 30, 2025 and 2024, net sales were $10,259,000 and $9,248,000 respectively, representing an increase of

$1,011,000, or 11%.

the six-month periods ended June 30, 2025 and 2024, net sales by product category were as follows

Six Months Ended

June 30, 2025

June 30, 2024

Product Category

the nine-month period ended September 30, 2025 and 2024, net sales were $13,212,000 and $11,788,000 respectively, representing an increase

of $1,424,000, or 12%.

the nine-month periods ended September 30, 2025 and 2024, net sales by product category were as follows:

Nine Months Ended

September 30, 2025

September 30, 2024

(000) Omitted

2 unchanged sentences

Film Products

Revenues from the sale of foil balloons decreased during the three-month period ended June 30, 2025 to $3,012,000 compared

to $3,252,000 during the same period of 2024.

The slight decrease in revenue is due to the timing of shipments.

from the sale of foil balloons increased during the six-month period ended June 30, 2025 to $7,245,000 compared to $6,171,000 during

Revenues from the sale of foil balloons increased during the three-month period ended September 30, 2025 to $2,352,000

compared to $2,322,000 during the same period of 2024.

The slight increase in revenue is due to the timing of shipments.

from the sale of foil balloons increased during the nine-month period ended September 30, 2025 to $9,597,000 compared to $8,493,000 during

the same period of 2024.

The main reason for this change is as majority of our valentine’s day foil balloons this year were shipped

in Q1 2025 whereas last year the majority of our Valentine’s Day foil balloons were shipped in Q4 2023.

The increase is related

to the timing of orders and shipment.

Revenues from the sale of commercial films were $350,000 and $777,000 during the three and six month periods ended June 30, 2025, compared

to $171,000 and $476,000 during the same periods of 2024.

Sales in this area have been inconsistent due to a small number of customers

and a significant number of competitors.

Revenues from the sale of other products were $2,095,000 and $2,237,000 during the three and six month periods ended June

The main reason for this change can be attributed to the majority of our Valentine’s Day foil balloons

this year were shipped in Q1 2025 whereas last year the majority of our Valentine’s Day foil balloons were shipped in Q4 2023.

The increase is related to the timing of orders and shipments.

Revenues from the sale of commercial films were $253,000 and $1,030,000 during the three and nine month periods ended September 30, 2025,

compared to $129,000 and $605,000 during the same periods of 2024.

Sales in this area have been inconsistent due to a small number of

customers and a significant number of competitors.

Revenues from the sale of other products were $348,000 and $2,585,000 during the three and nine month periods ended September

30, 2025 compared to $89,000 and $2,690,000 during the same periods of 2024.

Other revenues during these periods primarily consisted

2 unchanged sentences

of accessories and supply items related to balloon products.

The main reason for the fluctuation of the sales is due to timing

of Valentine’s Day related shipments, which occurred in December 2024 compared to Q1 2024 for the following year.

The main reason for the fluctuation of the sales is due to timing of Valentine’s

Day related shipments, which occurred in December 2024 compared to Q1 2024 for the following year.

to a limited number of customers continue to represent a large percentage of our net sales.

The table below illustrates the impact on

sales of our top three and ten customers for the three and six month periods ended June 30, 2025 and 2024.

Three Months Ended June 30,

sales of our top three and ten customers for the three and nine month periods ended September 30, 2025 and 2024.

Three Months Ended September 30,

Top 3 Customers

Top 10 Customers

Six Months Ended June 30,

Nine Months Ended September 30,

Top 3 Customers

Top 10 Customers

the three and six months ended June 30, 2025 and 2024, there were two customers whose purchases represented more than 10% of the Company’s

consolidated net sales.

Sales to these customers for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30,

the three and nine months ended September 30, 2025 and 2024, there were two customers whose purchases represented more than 10% of the

Company’s consolidated net sales.

Sales to these customers for the three and nine months ended September 30, 2025 and 2024 are

Three Months Ended September 30,

% of Net Sales

Six Months Ended June 30,

Nine Months Ended September 30,

% of Net Sales

of June 30, 2025, the total amounts owed to the Company by these customers were approximately $3,484,000 or 89% of the Company’s

of September 30, 2025, the total amounts owed to the Company by these customers were approximately $2,595,000 or 93% of the Company’s

consolidated net accounts receivable.

The amounts owed at June 30, 2024 by these customers were $3,232,000 or 94% of the Company’s

The amounts owed September 30, 2024 by these customers were $2,077,000 or 95% of the Company’s

consolidated net accounts receivable.

During the three and six month periods ended June 30, 2025, the cost of sales was $4,479,000 and $8,415,000 compared to

$3,662,000 and $7,660,000 respectively for the same periods of 2024, with the change driven largely by changes in sales volume.

percentage of sales, cost of sales was 82% during the three and six months ended June 30, 2025, compared to 84% and 83% during the three

and six months ended June 30, 2024.

During the three and nine month periods ended September 30, 2025, the cost of sales was $2,886,000 and $11,301,000 compared

to $2,560,000 and $10,220,000, respectively for the same periods of 2024, with the change driven largely by changes in sales volume.

As a percentage of sales, cost of sales was 98% and 86% during the three and nine months ended September 30, 2025, compared to 101% and

87% during the three and nine months ended September 30, 2024.

and Administrative .

During the three and six month periods ended June 30, 2025, general and administrative expenses were $754,000

and $1,593,000 as compared to $640,000 and $1,698,000, respectively, for the same periods of 2024.

The company had higher than usual

audit fees in both years.

Of note are the “re-audit” costs associated with 2023 due to the Company’s former auditor

being suspended from practicing before the SEC during May 2024.

During the three and nine months ended September 30, 2025, general and administrative expenses were $869,000

and $2,462,000, respectively, compared to $751,000 and $2,449,000 for the same periods in 2024.

The increase was primarily driven by

higher legal and litigation expenses of $44,000 and $43,000, respectively, and an additional $43,000 in public company expenses related

to the reverse stock split.

In addition, audit fees for 2024 were elevated due to re-audit work required following the SEC’s suspension

of the Company’s former independent auditor in May 2024.

Advertising and Marketing :

During the three and six month periods ended June 30, 2025, selling, advertising and marketing expenses

During the three and nine month periods ended September 30, 2025, selling, advertising and marketing expenses

were $181,000 and $591,000 as compared to $220,000 and $633,000, respectively, for the same period in 2024.

2 unchanged sentences

Income (Expense) :

During the three and six month periods ended June 30, 2025, the Company incurred interest expense of $227,000 and

$465,000 as compared to interest expense of $236,000 and $454,000, respectively, during the same periods of 2024.

During the three and nine month periods ended September 30, 2025, the Company incurred interest expense of $198,000

and $662,000 as compared to interest expense of $201,000 and $655,000, respectively, during the same periods of 2024.

During the three

and nine month periods ended September 30, 2025, the Company earned other income of $370,000 and $392,000 as compared to other expense

of $1,000 and $13,000, respectively, during the same periods of 2024.

During the three months ended September 30, 2025, the Company received

a dispute settlement amount of $315,000 from a service provider on July 29, 2025, and also received $55,000 relating to an insurance

Condition, Liquidity and Capital Resources

During the six months ended June 30, 2025, net cash provided by operations was $1,714,000, compared to net cash provided

by operations during the six months ended June 30, 2024 of $108,000.

changes in working capital items during the six months ended June 30, 2025 included:

During the nine months ended September 30, 2025, net cash provided by operations was $2,300,000 ,

compared to net cash provided by operations during the nine months ended September 30, 2024 of $862,000.

changes in working capital items during the nine months ended September 30, 2025 included:

decrease in accounts receivable of $2,712,000 compared to a decrease in accounts receivable of $1,779,000 in the same period of 2024

decrease in inventory of $313,000 compared to a decrease in inventory of $347,000 in 2024.

decrease in trade payables of $104,000 compared to a decrease in trade payables of $70,000 in 2024.

increase in inventory of $187,000 compared to an increase in inventory of $61,000 in 2024.

increase in trade payables of $212,000 compared to an increase in trade payables of $651,000 in 2024.

decrease in prepaid expenses and other assets of $228,000 compared to an increase of $23,000 in 2024.

decrease in accrued liabilities of $50,000 compared to an increase in accrued liabilities

of $49,000 in 2024.

During the six months ended June 30, 2025, cash used in investing activity was $42,000, compared to cash used in investing

activity for the same period of 2024 in the amount of $274,000.

During the three months ended June 30, 2025, cash used in financing activities was $1,874,000 compared to cash used by

financing activities for the same period of 2024 in the amount of $733,000.

Financing activity during 2025 consisted principally of changes

in the balances of revolving and term loan debt.

increase in accrued liabilities of $94,000 compared to an increase in accrued liabilities of $384,000 in 2024.

During the nine months ended September 30, 2025, cash used in investing activity was $68,000, compared to cash used in

investing activity for the same period of 2024 in the amount of $302,000.

During the nine months ended September 30, 2025, cash used in financing activities was $2,065,000 compared to cash used

by financing activities for the same period of 2024 in the amount of $1,476,000.

Financing activity during 2025 consisted principally

of changes in the balances of revolving and term loan debt.

and Capital Resources .

June 30, 2025, the Company had cash balances of $18,000 compared to cash balances of $22,000 for the same period of 2024.

September 30, 2025, the Company had cash balances of $387,000 compared to cash balances of $5,000 for the same period of 2024.

ability of the Company to continue as a going concern is dependent on the Company executing its business plan and, if unable to do so,

27 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