Item 2. Management’s Discussion and Analysis
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary
Note Regarding Forward Looking Statements
This
Quarterly Report on Form 10-Q includes both historical and “forward-looking statements” within the meaning of federal securities
law. All such statements are qualified by this cautionary note, which is provided pursuant to the safe harbor provisions of Section 27A
of the Securities Act of 1933 and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations
and projections about future results. Words such as “may,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “continue,” or similar words are intended to identify forward-looking statements, although not all
forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results
may differ substantially from the views and expectations set forth in this Quarterly Report on Form 10-Q. We disclaim any intent or obligation
to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform such statements to actual results
or to changes in our opinions or expectations. These forward-looking statements are affected by factors, risks, uncertainties and assumptions
that we make, including, without limitation, those discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2025 under the heading “Risk Factors.”
Overview
We
produce film products for novelty, packaging and container applications. These products include foil balloons, latex balloons and related
products, films for packaging and custom product applications, and flexible containers for packaging and consumer storage applications.
We produce all of our film products for packaging, container applications and most of our foil balloons at our plant in Lake Barrington,
Illinois. The Company purchases latex balloons from an unrelated vendor and distributes in the United States, particularly to those customers
that prefer a combined solution for foil and latex balloons. Substantially all our film products for packaging and custom product applications
are sold to customers in the United States. We market and sell our novelty items, Balloon inspired gifts (balloons and candy arranged
to look like a flower bouquet for gifting) and flexible containers for consumer use primarily in the United States. 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. We created a new subsidiary, in part, for this purpose. In recent periods, the U.S. government
has imposed tariffs on certain goods imported from countries including China. Existing and future trade tariffs, import duties and quotas
could also materially increase our costs of procuring the materials we use and disrupt the markets for the products we handle, which
in turn could have a material adverse effect on our financial position, results of operations and cash flows.
Senior
Credit Facilities
As
of March 31, 2026 , 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.
Borrowings
under the Revolving Credit Facility bear interest at the prime rate + 7.82% (14.57% as of March 31, 2026 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 March 31, 2026.
In
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.
At
March 31, 2026, the company had $6.7 million outstanding on the revolving facility and $0.5 million on the term loan, with $0.3 million
of remaining borrowing capacity.
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Note
Payable, Related Party
The
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.
Results
of Operations
Net
Sales: Net sales for the three-month periods ended March 31, 2026 and 2025 were approximately $6.2 million and $4.8 million, respectively,
representing an increase of $1.4 million, or 28% year-over-year.
For
the three-month period ended March 31, 2026 and 2025, net sales by product category were as follows:
Three
Months Ended
March
31, 2026
March
31, 2025
Product
Category
$
(000)
Omitted
%
of
Net Sales
$
(000)
Omitted
%
of
Net Sales
Variance
%
change
Foil Balloons
$ 3,487
57 %
$ 4,234
88 %
$ (747 )
-18 %
Film Products
39
0 %
427
9 %
(388 )
-91 %
Other
2,628
43 %
141
3 %
2,487
1764 %
Total
$ 6,154
100 %
$ 4,802
100 %
$ 1,352
28 %
Foil
Balloons . Revenues from the sale of foil balloons decreased during the three-month period ended March 31, 2026 to $3,487,000 compared
to $4,234,000 during the same period of 2025. The decrease is related to the timing of orders and shipments. In the second half of 2025
one of our large mass retail customers made some adjustments to their replenishment system due to a surplus in their supply chain.
Films .
Revenues from the sale of commercial films decreased during the three-month period ended March 31, 2026 to $39,000 compared to $427,000
during the same period of 2025. Sales in this area have been inconsistent due to a small number of customers and a significant number
of competitors.
Other
Revenues : Other revenues increased to $2,628,000 for the three-month period ended March 31, 2026, compared to $141,000 for the same
period in 2025. The primary reason for the increase was the timing of spring product shipments, which occurred in first quarter of 2026
rather than the second quarter in 2025. Other revenues during these periods primarily consisted of: (i) sales of balloon-inspired gift
products, including candy and small inflated balloons packaged in small containers; and (ii) sales of accessories and supply items related
to balloon products. Sales 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-month periods ended March 31, 2026 and 2025.
Three
Months Ended March 31,
%
of Sales
2026
2025
Top 3 Customers
90 %
81 %
Top 10 Customers
95 %
93 %
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During
the three-month period ended March 31, 2026, there were two customers whose purchases represented more than 10% of the Company’s
consolidated net sales. Sales to these customers for the three-month period ended March 31, 2026 were $2,378,000 and $2,969,000 or 39%
and 48 %, respectively of consolidated net sales. Sales to these customers for the three months ended March 31, 2025
were $3,091,000 and $523,000, or 64% and 11%, respectively of consolidated net sales. As of March 31, 2026, the total amount owed to
the Company by these customers was approximately $6,056,000, or 99% of the Company’s consolidated net accounts receivable.
Cost
of Sales . During the three-month period ended March 31, 2026, the cost of sales was $5,138,000, compared to $3,936,000 for the same
period of 2025. The gross margin for March 31, 2026 is 17% compared to 18% for the same period of 2025, the decrease in gross margin
is related to increase in component prices and raw materials due to escalating fuel prices.
General
and Administrative . During the three-month period ended March 31, 2026, general and administrative expenses were $924,000 as compared
to $839,000 for the same period in 2025. The largest increase is attributed to increase in audit fee of $65k and increases in variable
rent expenses.
Selling,
Advertising and Marketing . During the three-month period ended March 31, 2026, selling, advertising and marketing expenses were $190,000
as compared to $205,000 for the same period in 2025.
Other
Income (Expense) . During the three-month period ended March 31, 2026, the Company incurred interest expense of $242,000 as compared
to interest expense of $237,000 during the same period of 2025.
Financial
Condition, Liquidity and Capital Resources
Cash
Flow Items.
Operating
Activities . During the three months ended March 31, 2026, net cash provided by operations was $236,000, compared to net cash provided
in operations during the three months ended March 31, 2025 of $970,000.
Significant
changes in working capital items during the three months ended March 31, 2026 included:
●
An
increase in accounts receivable of $154,000 compared to a decrease in accounts receivable of $772,000 in the same period of 2025.
●
A
decrease in inventory of $732,000 compared to an increase in inventory of $175,000 in 2025.
●
An
increase in trade payables of $105,000 compared to an increase in trade payables of $334,000 in 2025.
●
A
decrease in prepaid expenses and other assets of $45,000 compared to a decrease of $63,000 in 2025.
●
A
decrease in accrued liabilities of $358,000 compared to an increase in accrued liabilities of $220,000 in 2025.
Investing
Activity . During the three months ended March 31, 2026, cash used in investing activity was $27,000, compared to cash used in investing
activity for the same period of 2025 in the amount of $20,000.
Financing
Activities . During the three months ended March 31, 2026, cash used in financing activities was $128,000 compared to cash used in
financing activities for the same period of 2025 in the amount of $998,000. Financing activity during 2026 consisted principally of changes
in the balances of revolving and long-term debt.
Liquidity
and Capital Resources .
At
March 31, 2026, the Company had cash balances of $178,000 compared to cash balances of $172,000 for the same period of 2025.
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The
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,
in obtaining adequate capital on acceptable terms to fund any operating losses. Management’s plans to continue as a going concern
include executing its business plan, continuing to focus on achieving profitable operations, and exploring alternative funding sources
on an as needed basis. However, management cannot provide any assurances that the Company will be successful in accomplishing any of
its plans. The supply chain constraints, inflationary pressures and tariffs are expected to impact to some extent our operations and
reduced access to capital. The ability of the Company to continue as a going concern is dependent upon its ability to successfully generate
or otherwise secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the
Company to continue as a going concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying
consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going
concern.
The
Company’s primary sources of liquidity have traditionally been comprised of cash and cash equivalents as well as availability under
the Credit Agreement. While the Company expects to have access to needed capital at reasonable cost, there can be no assurance of success,
and as such, might negatively impact the Company’s ability to continue as a going concern.
Seasonality
In
the foil balloon product line, sales have historically been seasonal with approximately 40% occurring in the period from December through
March of the succeeding year and 24% being generated in the period July through October in recent years.
Critical
Accounting Estimates
The
critical accounting estimates utilized by the Company in preparation of the accompanying financial statements are set forth in Part II,
Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”. There have been no material changes to these policies
since December 31, 2025.
Item
3. Quantitative and Qualitative Disclosures Regarding Market Risk
Not
applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.