Lendway (LDWY) 10-Q 16 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 13, 2024
Cover [Abstract]
Entity Registrant Name	LENDWAY, INC.
Entity Central Index Key	0000875355
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		1,769,599
Entity File Number	1-13471
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	41-1656308
Entity Address Address Line 1	5000 West 36th Street
Entity Address Address Line 2	Suite 220
Entity Address City Or Town	Minneapolis
Entity Address State Or Province	MN
Entity Address Postal Zip Code	55416
City Area Code	763
Local Phone Number	392-6200
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	LDWY
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,721,000	$ 16,077,000
Accounts receivable, net	3,306,000	0
Receivable from escrow account	200,000	200,000
Inventories, net	6,973,000	0
Prepaid expenses and other current assets	1,300,000	52,000
Note receivable	250,000	0
Other current assets related to discontinued operations	0	292,000
Total current assets	13,750,000	16,621,000
Property and equipment, net	11,423,000	35,000
Equity-method investment	167,000	0
Goodwill	10,172,000	0
Intangible assets, net	26,331,000	0
Operating lease right-of-use assets	33,679,000	7,000
Finance lease right-of-use assets	19,000	0
Long-term receivable	357,000	0
Other assets	0	10,000
Total assets	95,898,000	16,673,000
Current liabilities:
Accounts payable	2,177,000	32,000
Accrued compensation	521,000	635,000
Accrued expenses and other current liabilities	2,092,000	168,000
Current portion of operating lease liabilities	997,000	4,000
Current portion of finance lease liabilities	14,000	0
Current portion of debt	1,800,000	0
Current liabilities related to discontinued operations	84,000	257,000
Total current liabilities	7,685,000	1,096,000
Long-term liabilities:
Accrued income taxes	0	42,000
Operating lease liabilities, net of current portion	32,974,000	3,000
Finance lease liabilities, net of current portion	5,000	0
Long-term debt, net	29,616,000	0
Deferred tax liabilities, net	9,117,000	0
Total Long-term liabilities	71,712,000	45,000
Stockholders' equity
Common stock, par value $.01: Authorized shares - 5,714,000 Issued and outstanding shares - 1,770,000 at June 30, 2024 and 1,743,000 at December 31, 2023	17,000	17,000
Additional paid-in capital	16,190,000	16,176,000
Accumulated other comprehensive income	37,000	0
Accumulated deficit	(2,447,000)	(661,000)
Total stockholders' equity attributable to Lendway, Inc.	13,797,000	15,532,000
Equity from noncontrolling interest	2,704,000	0
Total Stockholders' equity	16,501,000	15,532,000
Total Liabilities and Stockholders' equity	$ 95,898,000	$ 16,673,000

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	5,714,000	5,714,000
Common Stock, Shares Issued	1,770,000	1,743,000
Common Stock, Shares Outstanding	1,770,000	1,743,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
Revenue, net	$ 16,780,000	$ 0	$ 24,813,000	$ 0
Cost of goods sold	12,803,000	0	18,942,000	0
Gross profit	3,977,000	0	5,871,000	0
Sales, general and administrative expenses	4,095,000	557,000	7,483,000	1,185,000
Operating loss	(118,000)	(557,000)	(1,612,000)	(1,185,000)
Foreign exchange difference, net	9,000	0	(36,000)	0
Interest expense (income), net	964,000	(135,000)	1,189,000	(238,000)
Other expenses, net	(9,000)	0	0	0
Loss from continuing operations before income taxes	(1,082,000)	(422,000)	(2,765,000)	(947,000)
Income tax (benefit) expense	(201,000)	4,000	(548,000)	7,000
Net loss from continuing operations	(881,000)	(426,000)	(2,217,000)	(954,000)
Income from discontinued operations, net of tax	64,000	390,000	136,000	2,566,000
Net (loss) income including noncontrolling interest	(817,000)	(36,000)	(2,081,000)	1,612,000
Less: Net (loss) income attributable to noncontrolling interest	(72,000)	0	(295,000)	0
Net (loss) income attributable to Lendway, Inc.	(745,000)	(36,000)	(1,786,000)	1,612,000
Net (loss) income including noncontrolling interest	(817,000)	(36,000)	(2,081,000)	1,612,000
Other comprehensive income (foreign currency translation)	43,000	0	46,000	0
Comprehensive (loss) income including noncontrolling interest	(702,000)	(36,000)	(1,740,000)	1,612,000
Less: Comprehensive (loss) income attributable to noncontrolling interest	8,000	0	9,000	0
Comprehensive (loss) income attributable to Lendway, Inc.	$ (710,000)	$ (36,000)	$ (1,749,000)	$ (1,612,000)
Net (loss) income per basic share attributable to Lendway, Inc.:
Continuing operations	$ (0.46)	$ (0.24)	$ (1.09)	$ (0.53)
Discontinued operations	0.04	0.22	0.08	1.43
Basic earnings per share	(0.42)	(0.02)	(1.01)	0.90
Net (loss) income per diluted share attributable to Lendway, Inc.:
Continuing operations	(0.46)	(0.24)	(1.09)	(0.53)
Discontinued operations	0.04	0.22	0.08	1.42
Diluted earnings per share	$ (0.42)	$ (0.02)	$ (1.01)	$ 0.89
Shares used in calculation of net (loss) income per share:
Basic	1,770,000	1,798,000	1,770,000	1,798,000
Diluted	1,770,000	1,798,000	1,770,000	1,802,000

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated other comprehensive loss	Accumulated Deficit	Total Lendway Stockholders Equity Member	Noncontrolling Interest
Balance, shares at Dec. 31, 2022		1,797,000
Balance, amount at Dec. 31, 2022	$ 13,401,000	$ 18,000	$ 16,458,000	$ 0	$ (3,075,000)	$ 13,401,000	$ 0
Issuance of common stock, net, shares		1,000
Issuance of common stock, net, amount	8,000	$ 0	8,000	0	0	8,000	0
Value of stock-based compensation	22,000	0	22,000	0	0	22,000	0
Net income (loss)	1,648,000	$ 0	0	0	1,648,000	1,648,000	0
Balance, shares at Mar. 31, 2023		1,798,000
Balance, amount at Mar. 31, 2023	15,079,000	$ 18,000	16,488,000	0	(1,427,000)	15,079,000	0
Balance, shares at Dec. 31, 2022		1,797,000
Balance, amount at Dec. 31, 2022	13,401,000	$ 18,000	16,458,000	0	(3,075,000)	13,401,000	0
Value of stock-based compensation	36,000
Balance, shares at Jun. 30, 2023		1,798,000
Balance, amount at Jun. 30, 2023	15,057,000	$ 18,000	16,502,000	0	(1,463,000)	15,057,000	0
Balance, shares at Mar. 31, 2023		1,798,000
Balance, amount at Mar. 31, 2023	15,079,000	$ 18,000	16,488,000	0	(1,427,000)	15,079,000	0
Issuance of common stock, net, amount		0	0	0	0	0	0
Value of stock-based compensation	14,000	0	14,000	0	0	14,000	0
Net income (loss)	(36,000)	$ 0	0	0	(36,000)	(36,000)	0
Balance, shares at Jun. 30, 2023		1,798,000
Balance, amount at Jun. 30, 2023	15,057,000	$ 18,000	16,502,000	0	(1,463,000)	15,057,000	0
Balance, shares at Dec. 31, 2023		1,743,000
Balance, amount at Dec. 31, 2023	15,532,000	$ 17,000	16,176,000	0	(661,000)	15,532,000	0
Value of stock-based compensation	1,000	0	1,000	0	0	1,000	0
Net income (loss)	(1,264,000)	0	0	0	(1,041,000)	(1,041,000)	(223,000)
Other comprehensive income	3,000	0	0	3,000	0	3,000	0
Issuance of noncontrolling interests in acquisition	2,990,000	$ 0	0	0	0	0	2,990,000
Balance, shares at Mar. 31, 2024		1,743,000
Balance, amount at Mar. 31, 2024	17,262,000	$ 17,000	16,177,000	3,000	(1,702,000)	14,495,000	2,767,000
Balance, shares at Dec. 31, 2023		1,743,000
Balance, amount at Dec. 31, 2023	15,532,000	$ 17,000	16,176,000	0	(661,000)	15,532,000	0
Value of stock-based compensation	14,000
Balance, shares at Jun. 30, 2024		1,770,000
Balance, amount at Jun. 30, 2024	16,501,000	$ 17,000	16,190,000	37,000	(2,447,000)	13,806,000	2,704,000
Balance, shares at Mar. 31, 2024		1,743,000
Balance, amount at Mar. 31, 2024	17,262,000	$ 17,000	16,177,000	3,000	(1,702,000)	14,495,000	2,767,000
Value of stock-based compensation	13,000	0	13,000	0	0	13,000	0
Net income (loss)	(817,000)	0	0	0	(745,000)	(745,000)	(72,000)
Other comprehensive income	43,000	$ 0	0	34,000	0	34,000	9,000
Issuance of restricted stock awards, shares		27,000
Issuance of restricted stock awards, amount	0	$ 270	(270)	0	0	0	0
Balance, shares at Jun. 30, 2024		1,770,000
Balance, amount at Jun. 30, 2024	$ 16,501,000	$ 17,000	$ 16,190,000	$ 37,000	$ (2,447,000)	$ 13,806,000	$ 2,704,000

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating Activities
Net income (loss)	$ (2,081,000)	$ 1,612,000
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	1,108,000	26,000
Amortization of deferred financing costs	39,000	0
Changes in allowance for credit losses	0	11,000
Stock-based compensation expense	14,000	36,000
Noncash paid in kind interest expense	536,000	0
Noncash operating lease expense	742,000	0
Deferred income tax (benefit) expense	(1,163,000)	0
Increase (decrease) in cash resulting from changes in, net of acquisition:
Accounts receivable, net	124,000	(2,037,000)
Inventories	6,067,000	1,000
Income tax receivable	0	(62,000)
Prepaid expenses and other current assets	644,000	254,000
Accounts payable	81,000	(1,336,000)
Accrued compensation	(1,990,000)	0
Accrued expenses and other current liabilities	903,000	(241,000)
Accrued income taxes	(42,000)	0
Deferred revenue	0	(1,273,000)
Net cash provided by (used in) operating activities	4,982,000	(3,009,000)
Investing Activities
Purchases of property and equipment	(501,000)	(19,000)
Acquisition of Bloomia, net of cash acquired	(34,178,000)	0
Receipts from note receivable	36,000	0
Net cash used in investing activities	(34,643,000)	(19,000)
Financing Activities
Proceeds from term loan	18,000,000	0
Proceeds from revolving debt	6,000,000	0
Repayments of long-term debt	(450,000)	0
Repayments of seller note	(2,700,000)	0
Repayments of revolving debt	(5,065,000)	0
Principal payments on finance lease liabilities	(4,000)	0
Payment of financing costs	(513,000)	0
Proceeds from issuances of common stock	0	8,000
Net cash provided by financing activities	15,268,000	8,000
Effect of exchange rate changes	37,000	0
Net decrease in cash and cash equivalents	(14,356,000)	(3,020,000)
Cash and cash equivalents, beginning of period	16,077,000	14,524,000
Cash and cash equivalents, end of period	1,721,000	11,504,000
Supplemental cash flow information
Cash paid for interest	706,000	0
Cash paid for income taxes	417,000	66,000
Noncash purchase consideration - Equity issuance of noncontrolling interest	2,990,000	0
Noncash purchase consideration - Seller notes	15,451,000	0
Non-cash investing and financing activities
Purchase of property and equipment included in accounts payable	$ 0	$ 7,000

Description of Business and Bas

Description of Business and Basis of Presentation	6 Months Ended
	Jun. 30, 2024
Description of Business and Basis of Presentation
Description of Business and Basis of Presentation	1. Description of Business and Basis of Presentation. Description of Business. Lendway, Inc. Basis of Presentation. The unaudited condensed consolidated results of operations and comprehensive loss for the three and six months ended June 30, 2024, are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2024, nor for any other future annual or interim period. The tulip sales business tends to be seasonal with first and second quarter being the strongest sales season. Accounts receivable and inventory balances are at their lowest levels in the June and July following the strong sales season. Inventory balances peak in the first quarter ahead of the primary selling season. On August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s legacy business of providing in-store advertising solutions (the “In-Store Marketing Business”). The operations of the In-Store Marketing Business are presented as discontinued operations. All prior periods presented have been restated to present the In-Store Marketing Business as discontinued operations. Recently Issued Accounting Pronouncements. In December 2023, the FASB issued ASU 2023 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures 2023 09 2023 09 2023 09

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Significant Accounting Policies
Significant Accounting Policies	2. Significant Accounting Policies. Use of Estimates. Foreign Currency Transactions. Transactions and balances that are denominated in currencies that differ from the functional currencies have been remeasured into U.S. dollars in accordance with principles set forth in Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters For subsidiaries whose functional currency has been determined to be other than the U.S. dollar, assets and liabilities are translated at year-end exchange rates, and condensed consolidated statement of operations items are translated at average exchange rates prevailing during the year, and equity is translated at blended historical rates. Resulting translation differences are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity. Accounts Receivable, Net. Financial Instruments - Credit Losses Inventories. Property and Equipment, Net. Estimated Useful life Machinery and equipment 5-20 years Leasehold improvements 15 years Bushes 7-10 years Vehicles 5 years Furniture and fixtures 5-7 years Long-Lived Assets Impairment Testing Goodwill and Indefinite-lived Assets . Further, the Company recognized a trade name associated with the Bloomia acquisition that was determined to be an indefinite-lived intangible asset. Annually, or if conditions indicate an additional review is necessary, we test indefinite-lived trade names for impairment. We have the option to first assess qualitative factors to determine whether the fair value of a trade name is “more likely than not” less than its carrying value. If it is more likely than not that an impairment has occurred, we then perform the quantitative impairment test. If we perform the quantitative test, the carrying value of the asset is compared to an estimate of its fair value to identify impairment. The fair value is determined by the relief-from-royalty method, which requires significant judgment. Actual results may differ from assumed and estimated amounts utilized in the analysis. If we conclude an impairment exists, the asset’s carrying value will be written down to its fair value. During the three and six months ended June 30, 2024, no impairment losses were identified. Equity-Method Investments. Investments in equity-method investments and joint ventures of immaterial entities are estimated based upon the overall performance of the entity where financial results are not available on a timely basis. Fair Value. · Level 1: · Level 2: · Level 3: The carrying amounts of certain financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other financial working capital items approximate their fair values at June 30, 2024 and December 31, 2023 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled. The carrying amount of debt approximates fair value due to the debt’s variable market interest rate. Revenue Recognition. · Identify the contract or contracts, with a customer; · Identify the performance obligations in the contract; · Determine the transaction price; · Allocate the transaction price to performance obligations in the contract; and · Recognize revenue when or as the Company satisfies a performance obligation. The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; this occurs with the transfer of control of its tulips. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue from product sales is governed primarily by customer pricing and related purchase orders (“contracts”) which specify shipping terms and the transaction price. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of tulips to the customer and the product is delivered. The Company expenses the incremental costs of obtaining a contract, if the amortization period is one year or less. These costs are included in sales and marketing expense in the Condensed Consolidated Statements of Operations. The following table presents revenue disaggregated by customer, as determined by the operational nature of their industry: Three Months Ended Six Months Ended June 30, 2024 June 30, 2024 Supermarket $ 15,406,000 $ 23,015,000 Wholesaler 931,000 1,286,000 Other 443,000 512,000 $ 16,780,000 $ 24,813,000 During the six months ended June 30, 2024, the Company had two customers that account for 10% or more of the total revenues. These two customers accounted for approximately 47% and 17% of revenues, respectively, for the six months ended June 30, 2024. As of June 30, 2024, approximately $1.4 million was due from these two customers. The loss of a major customer could adversely affect the Company’s operating results and financial condition. Cost of Sales. Shipping and Handling. Advertising Costs. Interest expense. , Income Taxes . The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest income or expense/penalties attributable to the overpayment or underpayment, respectively, of income taxes is recognized as an element of our provision for income taxes. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, the Company records additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Stock-Based Compensation . During the six months ended June 30, 2024, the Company issued 27,000 shares of restricted stock under the 2018 Equity Incentive Plan. The shares underlying the awards were assigned a value of $5.64 per share, based on the stock price on the date of grant, and are scheduled to vest over three years. During the six months ended June 30, 2023, no stock options or restricted stock were issued by the Company. The Company recorded total stock-based compensation expense of $14,000 and $36,000 for the six months ended June 30, 2024 and 2023, respectively. Net Income (Loss) per Share. In determining diluted net income (loss) per share, the Company considers whether the result of the incremental shares would be antidilutive. During the period ended June 30, 2024, the Company was in a net loss position and the result of the potentially dilutive securities was determined to be antidilutive and therefore, no incremental shares are included in any of the per share calculations. For the period ended June 30, 2024, no options were outstanding. At June 30, 2023 options to purchase 14,000 shares of common stock with a weighted average exercise price of $11.74 were outstanding and determined to be antidilutive. Weighted average common shares outstanding for the three and six months ended June 30, 2024, and 2023 were as follows: Three Months Ended Six Months Ended June 30 June 30 2024 2023 2024 2023 Denominator for basic net income (loss) per share - weighted average shares 1,770,000 1,798,000 1,770,000 1,798,000 Effect of dilutive securities: Stock options and restricted stock units — — — 4,000 Denominator for diluted net income (loss) per share - weighted average shares 1,770,000 1,798,000 1,770,000 1,802,000

Bloomia Acquisition

Bloomia Acquisition	6 Months Ended
	Jun. 30, 2024
Bloomia Acquisition
Bloomia Acquisition	3. Bloomia Acquisition On February 22, 2024, the Company completed the acquisition of a majority interest in Bloomia and its subsidiaries (the “Acquisition”). The Acquisition was completed by the Company through its wholly owned subsidiaries, Tulp 24.1 and Tulipa Acquisitie Holding B.V. (“Tulipa”), pursuant to an Agreement for the Sale and Purchase of Shares by and among Tulp 24.1, Tulipa, Botman Bloembollen B.V., W.F. Jansen (“Jansen”), and H.J. Strengers, and Lendway, as the Guarantor. Jansen will continue to serve as chief executive officer of Bloomia following the Acquisition. As a result of the Acquisition, Tulp 24.1 became the holder of 100% of the ownership interests of Bloomia. The acquisition has been accounted for in accordance with ASC Topic 805, ”Business Combinations,” using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price was allocated to the net identifiable tangible and intangible assets of Bloomia acquired, based on their fair values at the date of the acquisition. The acquisition was funded through a combination of debt and cash on hand. The total consideration transferred for the Bloomia acquisition was $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. Following the noncontrolling equity issued, the Company owns 81.4% of Tulp 24.1 and the CEO of Bloomia owns the remaining 18.6%. Refer to Note 9 for further discussion on the debt used to finance the Acquisition. Provisional fair value measurements were made for acquired assets and liabilities, and adjustments to those measurements may be made in subsequent periods as information necessary to complete the fair value analysis is obtained. The fair value measurements associated with working capital and the allocation of certain intangible assets are preliminary as of the date these financial statements are available to be issued. We expect to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows: Fair value of purchase consideration Cash consideration $ 34,919,000 Equity in subsidiary issued (noncontrolling interest) 2,990,000 Seller bridge loans 15,451,000 Total fair value of consideration $ 53,360,000 Fair value of assets acquired and liabilities assumed: Cash and cash equivalents $ 739,000 Accounts receivable 3,430,000 Inventories 13,040,000 Prepaid and other 1,773,000 Property and equipment 11,453,000 Intangible assets 26,870,000 Equity method investment 167,000 Finance lease - right of use assets 22,000 Operating lease - right of use assets 34,289,000 Other assets 1,094,000 Total assets acquired 92,877,000 Accounts payable 2,064,000 Accrued expenses 3,024,000 Finance lease liabilities - current 13,000 Operating lease liabilities - current 945,000 Finance lease liabilities - long-term 9,000 Operating lease liabilities - long-term 33,344,000 Deferred tax liabilities 10,290,000 Total liabilities assumed 49,689,000 Net identifiable assets acquired 43,188,000 Goodwill 10,172,000 Total consideration transferred $ 53,360,000 The goodwill recognized is primarily attributable to the growth potential of the Company and is not deductible for tax purposes. The fair value of customer relationships was estimated using a discounted present value income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market-based rates of return. The fair value of the trade names was estimated using an income approach, specifically known as the relief from royalty method. The relief from royalty method is based on the hypothetical royalty stream that would be received if the Company were to license the trade name and was based on expected revenues. The useful life of the customer relationships was determined considering the period of expected cash flows used to measure the fair value of the intangible assets adjusted as appropriate for the entity-specific factors including legal, regulatory, contractual, competitive, economic or other factors that may limit the useful life of the customer relationships. The issued equity of the subsidiary, now reflected as noncontrolling interest was valued considering the total value of the acquired company and comparing that to the rollover value of the shares being converted. Revenue, net and net income for Bloomia since the date of acquisition included in the condensed consolidated statement of operations were approximately $16,780,000 and $1,599,000 for three months ended June 30, 2024, respectively, and $24,813,000 and $2,690,000 for the six months ended June 30, 2024, respectively. Unaudited pro forma information has been prepared as if the acquisition had taken place on January 1, 2023. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transaction actually taken place on January 1, 2023, and the unaudited pro forma information does not purport to be indicative of future financial operating results. The unaudited pro forma condensed consolidated financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisitions. In accordance with ASC 250-10, the Company is unable to provide unaudited pro forma information for revenue and net earnings for the three and six months ended June 30, 2023 due to lack of available information during the period prior to ownership. Unaudited pro forma information for the three and six months ended June 30, 2024 is as follows: Three Months Ended Six Months Ended June 30, 2024 June 30, 2024 Revenue, net 16,780,000 24,813,000 Net income 1,599,000 2,690,000 The Company incurred approximately $1,542,000 of acquisition-related costs that were expensed during the three months ended March 31, 2024. These costs are included in sales, general and administrative expenses in the condensed consolidated statements of operations.

Sale of InStore Marketing Busin

Sale of InStore Marketing Business and Presentation as Discontinued Operations	6 Months Ended
	Jun. 30, 2024
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Sale of In-Store Marketing Business and Presentation as Discontinued Operations	4. Sale of In-Store Marketing Business and Presentation as Discontinued Operations. On August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s In-Store Marketing Business for a price of $3.5 million to TIMIBO LLC, an affiliate of Park Printing, Inc. (the “Buyer”) under an Asset Purchase Agreement (the “Purchase Agreement”). The Company retained accounts receivable, as well as cash, cash equivalents and marketable securities. The cash consideration for the sale was subject to a post-closing adjustment. The final purchase adjustment for the net balance was to reduce the cash consideration by $1.5 million, with the Company retaining an equal amount of cash that had been received for unexecuted programs. Under the Purchase Agreement, $200,000 was escrowed for a twelve-month period for any future claims, as defined in the Purchase Agreement, by the Buyer against the Company and is included in Accounts receivable, net on the Consolidated Balance Sheets The results of the In-Store Marketing Business have been presented as discontinued operations and the related assets and liabilities have been classified as related to discontinued operations, for all periods presented. The carrying amounts of major classes of assets and liabilities that were reclassified as related to discontinued operations on the Consolidated Balance Sheets were as follows: June 30, 2024 December 31, 2023 Current Assets: Accounts receivable, net $ - $ 292,000 Current assets related to discontinued operations $ - $ 292,000 Current Liabilities: Accounts payable $ - $ 7,000 Accrued sales tax 63,000 169,000 Other accrued liabilities 21,000 81,000 Current liabilities related to discontinued operations $ 84,000 $ 257,000 Results of discontinued operations are summarized below: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Net service revenues $ 6,211,000 $ 19,042,000 Cost of services 4,588,000 14,499,000 Gross Profit 1,623,000 4,543,000 Operating Expenses: Selling 361,000 725,000 Marketing 300,000 596,000 General and administrative 572,000 665,000 Total Operating Expenses 1,233,000 1,986,000 Operating (Loss) Income $ 390,000 $ 2,557,000 Other Income - 9,000 Income from discontinued operations before income taxes 390,000 2,566,000 Income tax benefit - - Income from discontinued operations, net of tax $ 390,000 $ 2,566,000 For the three and six months ended June 30, 2024, the Company recognized approximately $64,000 and $136,000, respectively, of benefit in sales, general and administrative expense of discontinued operations from the reduction in the accrual for sales tax due to the expiration of the statute of limitations. For the three and six months ended June 30, 2024, the Company generated $292,000 of cash from discontinued operations.

Inventories

Inventories	6 Months Ended
	Jun. 30, 2024
Inventories
Inventories	5. Inventories. Inventories at June 30, 2024 consisted of the following: June 30, 2024 Finished goods $ 491,000 Work-in-process $ 1,331,000 Raw Materials and packaging supplies $ 5,152,000 Total 6,973,000

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2024
Property and Equipment
Property and Equipment	6. Property and Equipment. Property and equipment at June 30, 2024 consisted of the following: Machinery and equipment $ 11,045,000 Leasehold improvements 113,000 Bushes 489,000 Vehicles 575,000 Furniture and fixtures 218,000 Property and equipment, gross 12,440,000 Less: accumulated depreciation (1,017,000 ) Property and equipment, net $ 11,423,000 At June 30, 2024, property and equipment, net of $758,000 were located outside of the U.S. Depreciation expense was $424,000 and $569,000 for the three and six months ended June 30, 2024. Depreciation of $378,000 and $46,000 were recorded within cost of sales and sales, general and administrative expenses, respectively, for the three months ended June 30, 2024. Depreciation of $500,000 and $66,000 were recorded within cost of sales and sales, general and administrative expenses, respectively, for the six months ended June 30, 2024. Depreciation expense for the three and six months ended June 30, 2023 was $12,000 and $26,000, respectively, which was recorded in sales, general and administrative expenses.

Equity Method Investment

Equity Method Investment	6 Months Ended
	Jun. 30, 2024
Equity Method Investment
Equity Method Investment	7. Equity Method Investment. Araucanía Flowers SA (“Araucania”) is based in Chile and serves as a marketing arm for the Company to export its crops to Latin-America countries. Araucanía has two other shareholders that hold 70% of its aggregate issued and outstanding shares. At June 30, 2024, the Company had a 30% equity interest in Araucania with a carrying amount of approximately $167,000. For the period ended June 30, 2024, the equity in net income of Araucania was approximately $nil. As of June 30, 2024, the Company had a note receivable from Araucanía with a balance of $165,000 which is included in Prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet. Bloomia had a 50% ownership interest in Horti-Group USA LLC (“Horti-Group”). Horti-Group operates a 45-acre facility near Washington D.C. that Bloomia utilizes to grow and distribute its tulips to North American customers. On February 9, 2023, Bloomia sold its interest in Horti-Group to V-Maxx for a sale price of $2,500,000. The sale price was seller-financed via the issuance of an interest-free loan from Fresh Tulips to V-Maxx with an original principal amount $2,500,000. The loan to V-Maxx is to be repaid in 17 monthly instalments of $150,000 for the first 16 months and $100,000 for the last month, with the first payment on April 1, 2023, and the last payment on August 1, 2024. The Company does not receive cash from V-Maxx, instead the $150,000 per month is applied to the rent owed to Horti-Group and is reflected in Noncash operating lease expense as an add back to net loss in the Condensed Consolidated Statement of Cash Flows. At June 30, 2024, the balance of the loan was $250,000.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	6 Months Ended
	Jun. 30, 2024
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	8. Goodwill and Other Intangible Assets. The following table summarizes the changes in goodwill: Balance as of January 1, 2024 $ - Goodwill resulting from the Bloomia Acquisition 10,122,000 Measurement period adjustment 50,000 Balance as of June 30, 2024 $ 10,172,000 During the three and six months ended June 30, 2024, the Company recorded a measurement period adjustment which increased goodwill by $50,000. This measurement period adjustment resulted from a remeasurement of acquired payroll taxes payable. Other intangible assets and related amortization are as follows at June 30, 2024: Cross Carrying Useful Life Accumulated Net Carrying Amount (Years) Amortization Amount Tradename $ 8,570,000 Indefinite $ - $ 8,570,000 Customer relationships 18,300,000 12 539,000 17,761,000 $ 26,870,000 $ 539,000 $ 26,331,000 For the three and six months ended June 30, 2024 amortization of intangible assets expensed to operations was $381,000 and $539,000, respectively. The weighted average remaining amortization period for intangible assets as of June 30, 2024 is approximately 11.6 years. Remaining estimated aggregate annual amortization expense is as follows: June 30, 2024 Remainder of 2024 $ 763,000 2025 1,525,000 2026 1,525,000 2027 1,525,000 2028 1,525,000 Thereafter 10,898,000 Total $ 17,761,000

Debt

Debt	6 Months Ended
	Jun. 30, 2024
Debt
Debt	9. Debt. The components of debt at June 30, 2024 consisted of the following: June 30, 2024 Credit Agreement - term loan $ 17,550,000 Notes payable 12,750,000 Credit Agreement - revolving credit facility 935,000 Paid in kind interest 536,000 $ 31,771,000 Less: unamortized debt issuance costs $ (355,000 ) Total debt $ 31,416,000 Less current maturities $ (1,800,000 ) Long term debt, net of current maturities $ 29,616,000 To finance the Bloomia acquisition, the Company entered into a revolving credit and term loan agreement (the “Credit Agreement”), with Tulp 24.1 as the borrower (the “Borrower”) for a $18,000,000 term loan and a $6,000,000 revolving credit facility. The revolving credit facility may be used by the Company for general business purposes and working capital, subject to availability under a borrowing base consisting of 80% of eligible accounts receivable and generally 50% of eligible inventory. Borrowings under the Credit Agreement bear interest at a rate per annum equal to Term ( Secured Overnight Financing Rate) As part of the financing of the Bloomia acquisition, the Company entered into notes payable with the sellers. Notes payable for $12,750,000 have a term of five years with a scheduled maturity date of March 24, 2029. The notes payable are subject to additional principal payments based on “excess cash flow” (“excess cash flow” has the same definition as “excess cash flow” used to determine additional principal payments for the term loan under the Credit Agreement). The notes payable initially bear interest at 8% per annum for the first year that increase annually by 2 percentage points. Interest on loans made under the notes payable is payable “in kind” (“PIK”) Interest that is payable “in-kind” is added to the aggregate principal amount on the applicable interest payment date. Additionally, the Company entered into short-term notes payable with the sellers. The short-term notes payable of $2,700,000 was paid in full as of June 30, 2024. As of June 30, 2024, there was $355,000 of debt issuance costs related to the term loan, net of amortization of $30,000 which has been presented as a direct deduction from long-term debt in the accompanying consolidated balance sheet. As of June 30, 2024, there was $119,000 of deferred financing costs related to the revolving credit facility, net of amortization of $9,000, which has been presented within prepaid expenses and other current assets in the accompanying consolidated balance sheet. The Company incurred $464,000 of interest expense on the term loans and revolving facility and incurred non-cash paid-in-kind interest of $536,000 on the seller notes which are included in interest expense (income), net on the condensed consolidated statements of operations and comprehensive income (loss). The combined aggregate amount of maturities for each of the five years following June 30, 2024, are as follows: Remainder of 2024 $ 900,000 2025 $ 1,800,000 2026 $ 1,800,000 2027 $ 1,800,000 2028 $ 1,800,000 2029 $ 23,671,000 $ 31,771,000

Leases

Leases	6 Months Ended
	Jun. 30, 2024
Leases
Leases	10. Leases . The Company is party to leasing contracts in which the Company is the lessee. These lease contracts are classified as either operating or finance leases. The Company’s lease contracts include land, buildings, and equipment. Remaining lease terms range from 1 to 15 years with various term extension options available. The Company includes optional extension periods and early termination options in its lease term if it is reasonably likely that the Company will exercise an option to extend or terminate early. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term, at the later of the commencement date or business combination date. Because most of the Company’s leases do not provide an implicit rate of return, the discount rate is based on the collateralized borrowing rate of the Company, on a portfolio basis. The weighted average remaining lease term and weighted average discount rate is as follows: June 30, 2024 Weighted average remaining lease term (years) Finance leases 1.35 Operating leases 14.36 Weighted average discount rate applied Finance leases 3.95 % Operating leases 8.22 % The components of lease expense from continuing operations are as follows within our condensed consolidated statements of operations and comprehensive income (loss): Three months ended June 30, 2024 Six months ended June 30, 2024 Operating lease expense: Operating lease cost $ 1,055,000 $ 1,504,000 Short-term and variable lease cost 258,000 344,000 Finance lease expense: Finance lease cost - depreciation 3,000 3,000 Total lease expense $ 1,316,000 $ 1,851,000 Three months ended June 30, 2023 Six months ended June 30, 2023 Operating lease expense: Operating lease cost $ 10,000 $ 25,000 Short-term and variable lease cost 12,000 20,000 Total lease expense $ 22,000 $ 45,000 Lease expense from discontinued operations $ 22,000 $ 45,000 Supplemental cash flow information related to leases where the Company is the lessee is as follows: Three months ended June 30, 2024 Six months ended June 30, 2024 Operating cash flows from operating leases $ 909,000 $ 1,228,000 Financing cash flows from finance leases 3,000 3,000 Leased assets obtained in exchange for operating lease liabilities - 34,289,000 Leased assets obtained in exchange for finance lease liabilities - 22,000 Operating cash flows from operating leases during the three and six months ended June 30, 2023 were $0 and $10,000, respectively. As of June 30, 2024, the maturities of the operating and finance lease liabilities are as follows: Year ending December 31, Operating Leases Finance Leases remainder of 2024 $ 1,843,000 $ 9,000 2025 3,758,000 11,000 2026 3,833,000 - 2027 3,909,000 - 2028 3,806,000 - 2029 3,827,000 - Thereafter 38,081,000 - Total Lease Payments 59,057,000 20,000 Less discount to PV (25,086,000 ) (1,000 ) Liability balance $ 33,971,000 $ 19,000

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2024
Income Taxes
Income Taxes	11. Income Taxes. For the three and six months ended June 30, 2024, the Company recorded an income tax benefit of 24.5% and 29.4%, respectively on loss from continuing operations. The rates differ from the federal statutory rate of 21% due to state taxes of 4.7%, valuation allowance change of 24.2% and nondeductible transaction costs and other permanent items of (20.5)%. For the three and six months ended June 30, 2023, the Company recorded an income tax expense of 12.5% and 0.4% on loss from continuing operations before income taxes. The rate differs from the federal statutory rate of 21% due to state taxes of 3.8%, valuation allowance change of (24.2)% and other permanent items of (0.2)%. For the three and six months ended June 30, 2024, the Company recorded an income tax benefit of $201,000 and $548,000 on the loss from continuing operations before income taxes. The overall benefit of $548,000 includes a $451,000 benefit for the reversal of the valuation allowance on federal deferred tax assets. During the three months 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. As of June 30, 2024, and December 31, 2023, the Company had unrecognized tax benefits totaling $43,000, including interest, which relates to state nexus issues. The amount of the unrecognized tax benefits, if recognized, that would affect the effective income tax rates of future periods is $43,000.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and contingencies (Note 12)
Commitments and Contingencies	12 Commitments and Contingencies. Litigation. In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings. As of June 30, 2024, the Company was not involved in any material claims or legal actions which, in the opinion of management, the ultimate disposition would have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. Purchase Obligation. Other than this obligation, the Company has not had any material service or supply agreements that obligate the Company to make payments to vendors for an extended period of time.

Employee Benefit Plans

Employee Benefit Plans	6 Months Ended
	Jun. 30, 2024
Employee Benefit Plans
Employee Benefit Plans	13 Employee Benefit Plans For all Dutch employees, the Company participates in defined contribution pension plans with an independent insurance company. Defined contributions are expensed in the year in which the related employee services are rendered. The Company makes contributions on behalf of all Dutch employees of which $22,000 and $30,000 were made and expensed for the three and six months ended June 30, 2024, respectively.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events
Subsequent Events	14. Subsequent Events. On August 15, 2024, we 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 $2.5 million to fund the Company’s operations. Amounts outstanding under the Note will bear interest at a fixed rate of 8.0%, which may be increased by 3.0% upon certain events of default. The entire principal amount outstanding on the Loans, together with accrued and unpaid interest thereon as set forth below, shall be due and payable in full on the earlier of (i) August 15, 2029, (ii) Borrower’s receipt of a written demand by the Lender delivered on or after February 15, 2026, and (iii) such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise (the “ Maturity Date Air T Inc. 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. Additionally, our current director and Co-Chief Executive Officer, Mark R. Jundt serves as General Counsel and Corporate Secretary of Air T, current director and Co-Chief Executive Officer, Daniel C. Philp serves as Senior Vice President of Corporate development at Air T, and current director Nicholas J. 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.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Significant Accounting Policies
Use of Estimates	Use of Estimates.
Foreign Currency Transactions	Foreign Currency Transactions. Transactions and balances that are denominated in currencies that differ from the functional currencies have been remeasured into U.S. dollars in accordance with principles set forth in Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters For subsidiaries whose functional currency has been determined to be other than the U.S. dollar, assets and liabilities are translated at year-end exchange rates, and condensed consolidated statement of operations items are translated at average exchange rates prevailing during the year, and equity is translated at blended historical rates. Resulting translation differences are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.
Accounts Receivable, Net	Accounts Receivable, Net. Financial Instruments - Credit Losses
Inventories	Inventories.
Property and Equipment, Net	Property and Equipment, Net. Estimated Useful life Machinery and equipment 5-20 years Leasehold improvements 15 years Bushes 7-10 years Vehicles 5 years Furniture and fixtures 5-7 years
Long-Lived Assets Impairment Testing	Long-Lived Assets Impairment Testing
Goodwill and Indefinite-lived Assets	Goodwill and Indefinite-lived Assets . Further, the Company recognized a trade name associated with the Bloomia acquisition that was determined to be an indefinite-lived intangible asset. Annually, or if conditions indicate an additional review is necessary, we test indefinite-lived trade names for impairment. We have the option to first assess qualitative factors to determine whether the fair value of a trade name is “more likely than not” less than its carrying value. If it is more likely than not that an impairment has occurred, we then perform the quantitative impairment test. If we perform the quantitative test, the carrying value of the asset is compared to an estimate of its fair value to identify impairment. The fair value is determined by the relief-from-royalty method, which requires significant judgment. Actual results may differ from assumed and estimated amounts utilized in the analysis. If we conclude an impairment exists, the asset’s carrying value will be written down to its fair value. During the three and six months ended June 30, 2024, no impairment losses were identified.
Equity-Method Investments	Equity-Method Investments. Investments in equity-method investments and joint ventures of immaterial entities are estimated based upon the overall performance of the entity where financial results are not available on a timely basis.
Fair Value	Fair Value. · Level 1: · Level 2: · Level 3: The carrying amounts of certain financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other financial working capital items approximate their fair values at June 30, 2024 and December 31, 2023 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled. The carrying amount of debt approximates fair value due to the debt’s variable market interest rate.
Revenue Recognition	Revenue Recognition. · Identify the contract or contracts, with a customer; · Identify the performance obligations in the contract; · Determine the transaction price; · Allocate the transaction price to performance obligations in the contract; and · Recognize revenue when or as the Company satisfies a performance obligation. The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; this occurs with the transfer of control of its tulips. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue from product sales is governed primarily by customer pricing and related purchase orders (“contracts”) which specify shipping terms and the transaction price. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of tulips to the customer and the product is delivered. The Company expenses the incremental costs of obtaining a contract, if the amortization period is one year or less. These costs are included in sales and marketing expense in the Condensed Consolidated Statements of Operations. The following table presents revenue disaggregated by customer, as determined by the operational nature of their industry: Three Months Ended Six Months Ended June 30, 2024 June 30, 2024 Supermarket $ 15,406,000 $ 23,015,000 Wholesaler 931,000 1,286,000 Other 443,000 512,000 $ 16,780,000 $ 24,813,000 During the six months ended June 30, 2024, the Company had two customers that account for 10% or more of the total revenues. These two customers accounted for approximately 47% and 17% of revenues, respectively, for the six months ended June 30, 2024. As of June 30, 2024, approximately $1.4 million was due from these two customers. The loss of a major customer could adversely affect the Company’s operating results and financial condition.
Cost of Sales	Cost of Sales.
Shipping and Handling	Shipping and Handling.
Advertising Costs	Advertising Costs.
Interest expense	Interest expense. ,
Income Taxes	Income Taxes . The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest income or expense/penalties attributable to the overpayment or underpayment, respectively, of income taxes is recognized as an element of our provision for income taxes. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, the Company records additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.
Stock-Based Compensation	Stock-Based Compensation . During the six months ended June 30, 2024, the Company issued 27,000 shares of restricted stock under the 2018 Equity Incentive Plan. The shares underlying the awards were assigned a value of $5.64 per share, based on the stock price on the date of grant, and are scheduled to vest over three years. During the six months ended June 30, 2023, no stock options or restricted stock were issued by the Company. The Company recorded total stock-based compensation expense of $14,000 and $36,000 for the six months ended June 30, 2024 and 2023, respectively.
Net Income (Loss) Per Share	Net Income (Loss) per Share. In determining diluted net income (loss) per share, the Company considers whether the result of the incremental shares would be antidilutive. During the period ended June 30, 2024, the Company was in a net loss position and the result of the potentially dilutive securities was determined to be antidilutive and therefore, no incremental shares are included in any of the per share calculations. For the period ended June 30, 2024, no options were outstanding. At June 30, 2023 options to purchase 14,000 shares of common stock with a weighted average exercise price of $11.74 were outstanding and determined to be antidilutive. Weighted average common shares outstanding for the three and six months ended June 30, 2024, and 2023 were as follows: Three Months Ended Six Months Ended June 30 June 30 2024 2023 2024 2023 Denominator for basic net income (loss) per share - weighted average shares 1,770,000 1,798,000 1,770,000 1,798,000 Effect of dilutive securities: Stock options and restricted stock units — — — 4,000 Denominator for diluted net income (loss) per share - weighted average shares 1,770,000 1,798,000 1,770,000 1,802,000

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Significant Accounting Policies
Estimmated useful lives of Property and equipment	Estimated Useful life Machinery and equipment 5-20 years Leasehold improvements 15 years Bushes 7-10 years Vehicles 5 years Furniture and fixtures 5-7 years
Disaggregation of revenue	Three Months Ended Six Months Ended June 30, 2024 June 30, 2024 Supermarket $ 15,406,000 $ 23,015,000 Wholesaler 931,000 1,286,000 Other 443,000 512,000 $ 16,780,000 $ 24,813,000
Schdule of Weighted Average Common Shares Outstanding	Three Months Ended Six Months Ended June 30 June 30 2024 2023 2024 2023 Denominator for basic net income (loss) per share - weighted average shares 1,770,000 1,798,000 1,770,000 1,798,000 Effect of dilutive securities: Stock options and restricted stock units — — — 4,000 Denominator for diluted net income (loss) per share - weighted average shares 1,770,000 1,798,000 1,770,000 1,802,000

Bloomia Acquisition (Tables)

Bloomia Acquisition (Tables)	6 Months Ended
	Jun. 30, 2024
Bloomia Acquisition
Schedule of purchase price to asets and liabilities	Fair value of purchase consideration Cash consideration $ 34,919,000 Equity in subsidiary issued (noncontrolling interest) 2,990,000 Seller bridge loans 15,451,000 Total fair value of consideration $ 53,360,000 Fair value of assets acquired and liabilities assumed: Cash and cash equivalents $ 739,000 Accounts receivable 3,430,000 Inventories 13,040,000 Prepaid and other 1,773,000 Property and equipment 11,453,000 Intangible assets 26,870,000 Equity method investment 167,000 Finance lease - right of use assets 22,000 Operating lease - right of use assets 34,289,000 Other assets 1,094,000 Total assets acquired 92,877,000 Accounts payable 2,064,000 Accrued expenses 3,024,000 Finance lease liabilities - current 13,000 Operating lease liabilities - current 945,000 Finance lease liabilities - long-term 9,000 Operating lease liabilities - long-term 33,344,000 Deferred tax liabilities 10,290,000 Total liabilities assumed 49,689,000 Net identifiable assets acquired 43,188,000 Goodwill 10,172,000 Total consideration transferred $ 53,360,000
Schedule of pro forma information	Three Months Ended Six Months Ended June 30, 2024 June 30, 2024 Revenue, net 16,780,000 24,813,000 Net income 1,599,000 2,690,000

Sale of InStore Marketing Bus_2

Sale of InStore Marketing Business and Presentation as Discontinued Operations (Tables)	6 Months Ended
	Jun. 30, 2024
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Summary of balance sheet adjustments	June 30, 2024 December 31, 2023 Current Assets: Accounts receivable, net $ - $ 292,000 Current assets related to discontinued operations $ - $ 292,000 Current Liabilities: Accounts payable $ - $ 7,000 Accrued sales tax 63,000 169,000 Other accrued liabilities 21,000 81,000 Current liabilities related to discontinued operations $ 84,000 $ 257,000
Summary of operations adjustments	Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Net service revenues $ 6,211,000 $ 19,042,000 Cost of services 4,588,000 14,499,000 Gross Profit 1,623,000 4,543,000 Operating Expenses: Selling 361,000 725,000 Marketing 300,000 596,000 General and administrative 572,000 665,000 Total Operating Expenses 1,233,000 1,986,000 Operating (Loss) Income $ 390,000 $ 2,557,000 Other Income - 9,000 Income from discontinued operations before income taxes 390,000 2,566,000 Income tax benefit - - Income from discontinued operations, net of tax $ 390,000 $ 2,566,000

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2024
Inventories
Schedule of Inventories	June 30, 2024 Finished goods $ 491,000 Work-in-process $ 1,331,000 Raw Materials and packaging supplies $ 5,152,000 Total 6,973,000

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2024
Property and Equipment
Schedule of Property and Equipment	Machinery and equipment $ 11,045,000 Leasehold improvements 113,000 Bushes 489,000 Vehicles 575,000 Furniture and fixtures 218,000 Property and equipment, gross 12,440,000 Less: accumulated depreciation (1,017,000 ) Property and equipment, net $ 11,423,000

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Other Intangible Assets
Summary of changes in Goodwill	Balance as of January 1, 2024 $ - Goodwill resulting from the Bloomia Acquisition 10,122,000 Measurement period adjustment 50,000 Balance as of June 30, 2024 $ 10,172,000
Other intangible assets and related amortization	Cross Carrying Useful Life Accumulated Net Carrying Amount (Years) Amortization Amount Tradename $ 8,570,000 Indefinite $ - $ 8,570,000 Customer relationships 18,300,000 12 539,000 17,761,000 $ 26,870,000 $ 539,000 $ 26,331,000
Remaining estimated aggregate annual amortization	June 30, 2024 Remainder of 2024 $ 763,000 2025 1,525,000 2026 1,525,000 2027 1,525,000 2028 1,525,000 Thereafter 10,898,000 Total $ 17,761,000

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2024
Debt
Schedule of component of debt	June 30, 2024 Credit Agreement - term loan $ 17,550,000 Notes payable 12,750,000 Credit Agreement - revolving credit facility 935,000 Paid in kind interest 536,000 $ 31,771,000 Less: unamortized debt issuance costs $ (355,000 ) Total debt $ 31,416,000 Less current maturities $ (1,800,000 ) Long term debt, net of current maturities $ 29,616,000
schedule of maturities of long tern debt	Remainder of 2024 $ 900,000 2025 $ 1,800,000 2026 $ 1,800,000 2027 $ 1,800,000 2028 $ 1,800,000 2029 $ 23,671,000 $ 31,771,000

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases
weighted average remaining lease term and weighted average discount rate	June 30, 2024 Weighted average remaining lease term (years) Finance leases 1.35 Operating leases 14.36 Weighted average discount rate applied Finance leases 3.95 % Operating leases 8.22 %
schedule of balances in the condensed consolidated balance sheets	June 30, 2024Operating lease right-of-use assets, net$32,973,000Current portion of operating lease obligations 823,000Operating lease obligations, net of current portion 32,419,000Total operating lease liabilities$33,242,000
Schedule of components of lease expense	Three months ended June 30, 2024 Six months ended June 30, 2024 Operating lease expense: Operating lease cost $ 1,055,000 $ 1,504,000 Short-term and variable lease cost 258,000 344,000 Finance lease expense: Finance lease cost - depreciation 3,000 3,000 Total lease expense $ 1,316,000 $ 1,851,000 Three months ended June 30, 2023 Six months ended June 30, 2023 Operating lease expense: Operating lease cost $ 10,000 $ 25,000 Short-term and variable lease cost 12,000 20,000 Total lease expense $ 22,000 $ 45,000 Lease expense from discontinued operations $ 22,000 $ 45,000
Supplemental cash flow information related to leases	Three months ended June 30, 2024 Six months ended June 30, 2024 Operating cash flows from operating leases $ 909,000 $ 1,228,000 Financing cash flows from finance leases 3,000 3,000 Leased assets obtained in exchange for operating lease liabilities - 34,289,000 Leased assets obtained in exchange for finance lease liabilities - 22,000
Schedule of maturities of the operating and finance lease liabilities	Year ending December 31, Operating Leases Finance Leases remainder of 2024 $ 1,843,000 $ 9,000 2025 3,758,000 11,000 2026 3,833,000 - 2027 3,909,000 - 2028 3,806,000 - 2029 3,827,000 - Thereafter 38,081,000 - Total Lease Payments 59,057,000 20,000 Less discount to PV (25,086,000 ) (1,000 ) Liability balance $ 33,971,000 $ 19,000

Summary of Significant Accounti

Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2024
Leasehold Improvements
Estimated useful lives	15 years
Vehicles
Estimated useful lives	5 years
Minimum | Furniture and Fixtures
Estimated useful lives	5 years
Minimum | Machinery and equipment [Member]
Estimated useful lives	5 years
Minimum | Bushes [Member]
Estimated useful lives	7 years
Maximum | Furniture and Fixtures
Estimated useful lives	7 years
Maximum | Machinery and equipment [Member]
Estimated useful lives	20 years
Maximum | Bushes [Member]
Estimated useful lives	10 years

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues	$ 16,780,000	$ 0	$ 24,813,000	$ 0
Supermarket
Revenues	15,406,000		23,015,000
Wholesaler
Revenues	931,000		1,286,000
Other
Revenues	$ 443,000		$ 512,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details 2) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Significant Accounting Policies
Denominator for basic net loss per share - weighted average shares	1,770,000	1,798,000	1,770,000	1,798,000
Stock options and restricted stock units				4,000
Denominator for diluted net loss per share - weighted average shares	1,770,000	1,798,000	1,770,000	1,802,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023
Significant Accounting Policies
Costs of out-bound freight	$ 905,000	$ 1,451,000
Advertising expense	$ 7,000	9,000
Stock-based compensation expense		$ 14,000	$ 36,000
Weighted average exercise price	$ 11.74	$ 11.74
Restricted stock		27,000
Due from customers	$ 1,400,000	$ 1,400,000
Option to puchase shares of common stock	14,000	14,000

Bloomia Acquisition (Details)

Bloomia Acquisition (Details)	Jun. 30, 2024 USD ($)
Bloomia Acquisition
Cash consideration	$ 34,919,000
Equity in subsidiary issued (noncontrolling interest)	2,990,000
Seller bridge loans	15,451,000
Total fair value of consideration	53,360,000
Cash and cash equivalents	739,000
Accounts receivable	3,430,000
Inventories	13,040,000
Prepaid and other	1,773,000
Property and equipment	11,453,000
Intangible assets	26,870,000
Equity method investment	167,000
Finance lease - right of use assets	22,000
Operating lease - right of use assets	34,289,000
Other assets	1,094,000
Total assets acquired	92,877,000
Accounts payable	2,064,000
Accrued expenses	3,024,000
Finance lease liabilities - current	13,000
Operating lease liabilities - current	945,000
Finance lease liabilities - long-term	9,000
Operating lease liabilities - long-term	33,344,000
Deferred tax liabilities	10,290,000
Total liabilities assumed	49,689,000
Net identifiable assets acquired	43,188,000
Goodwill	10,172,000
Total consideration transferred	$ 53,360,000

Bloomia Acquisition (Details 1)

Bloomia Acquisition (Details 1) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Bloomia Acquisition
Revenue, net	$ 16,780,000	$ 24,813,000
Net income	$ 1,599,000	$ 2,690,000

Bloomia Acquisition (Details Na

Bloomia Acquisition (Details Narrative)	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Bloomia Acquisition
Payment of cash		$ 15,451,000
Revenue	$ 16,780,000	24,813,000
Consideration comprised		34,919,000
Seller bridge loans		2,990,000
Net income	1,599,000	2,690,000
Acquisition-related costs		1,542,000
Total consideration transferred	$ 53,360,000	$ 53,360,000

Sale of In-Store Marketing Busi

Sale of In-Store Marketing Business and Presentation as Discontinued Operations (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Accounts receivable, net	$ 0	$ 292,000
Current assets related to discontinued operations	0	292,000
Accounts payable	0	7,000
Sales tax	63,000	169,000
Accrued liabilities	21,000	81,000
Current liabilities related to discontinued operations	$ 84,000	$ 257,000

Sale of In-Store Marketing Bu_2

Sale of In-Store Marketing Business and Presentation as Discontinued Operations (Details 1) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Net services revenues	$ 6,211,000	$ 19,042,000
Cost of services	4,588,000	14,499,000
Gross Profit	1,623,000	4,543,000
Selling	361,000	725,000
Marketing	300,000	596,000
General and administrative	572,000	665,000
Total Operating Expenses	1,233,000	1,986,000
Operating (Loss) Income	390,000	2,557,000
Other Income	0	9,000
Income from discontinued operations before income taxes	390,000	2,566,000
Income tax benefit	0	0
Income from discontinued operations, net of tax	$ 390,000	$ 2,566,000

Sale of In-Store Marketing Bu_3

Sale of In-Store Marketing Business and Presentation as Discontinued Operations (Details Narrative)	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Cash consideration	$ 1,500,000	$ 1,500,000
Benefit in sales, general and administrative expense of discontinued operations	64,000	136,000
Escrowed for a twelve-month period amount		200,000
Cash from discontinued operations	$ 292,000	$ 292,000

Inventories (Details)

Inventories (Details)	Jun. 30, 2024 USD ($)
Inventories
Finished goods	$ 491,000
Work-in-process	1,331,000
Raw materials and packaging supplies	5,152,000
Total inventories	$ 6,973,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property and equipment, gross	$ 12,440,000
Less: accumulated depreciation	(1,017,000)
Property and equipment, net	11,423,000	$ 35,000
Vehicles
Property and equipment, gross	575,000
Machinery and equipment
Property and equipment, gross	11,045,000
Leasehold improvement
Property and equipment, gross	113,000
Bushes
Property and equipment, gross	489,000
Furniture and fixtures
Property and equipment, gross	$ 218,000

Property and Equipment (Detai_2

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Depreciation expense	$ 424,000		$ 569,000
Property and equipment, net	11,423,000		11,423,000		$ 35,000
U.S. [Member]
Property and equipment, net	758,000		758,000
Cost of sales and sales [Member]
Depreciation expense	378,000		500,000
Sales, general and administrative expenses [Member]
Depreciation expense	$ 46,000	$ 12,000	$ 66,000	$ 26,000

Equity Method Investment (Detai

Equity Method Investment (Details Narrative)	6 Months Ended
	Jun. 30, 2024 USD ($)
Equity Method Investment
Rent owed amount per month	$ 150,000
Equity interest in Araucania	167,000
Balance of note receivable from Araucania	165,000
Sale price of the ownership interest in Horti-Group	2,500,000
Original principal amount of the interest-free loan from Fresh Tulips to V-Maxx	2,500,000
Balance of the loan	$ 250,000

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
Goodwill and Other Intangible Assets
Goodwill, Beginning balance	$ 0
Goodwill, Measurement period adjustment	50,000
Goodwill resulting from the Bloomia Acquisition	10,122,000
Goodwill, Ending balance	$ 10,172,000

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets (Details 1)	6 Months Ended
	Jun. 30, 2024 USD ($)
Other intangible assets net carrying amount	$ 17,761,000
Customer Relationships [Member]
Other intangible assets, gross carrying amount	18,300,000
Other intangible assets, Accumulated amortization	539,000
Other intangible assets net carrying amount	$ 17,761,000
Other intangible assets, estimated useful life	12 years
Trade Names [Member]
Other intangible assets, gross carrying amount	$ 8,570,000
Other intangible assets, Accumulated amortization	0
Other intangible assets net carrying amount	8,570,000
Other intangible assets [Member]
Other intangible assets, gross carrying amount	26,870,000
Other intangible assets, Accumulated amortization	539,000
Other intangible assets net carrying amount	$ 26,331,000

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets (Details 2)	Jun. 30, 2024 USD ($)
Goodwill and Other Intangible Assets
Remainder of 2024	$ 763,000
2025	1,525,000
2026	1,525,000
2027	1,525,000
2028	1,525,000
thereafter	10,898,000
Total	$ 17,761,000

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Goodwill and Other Intangible Assets
amortization of intangible assets	$ 381,000	$ 539,000
Weighted average remaining amortization period for intangible assets		11 years 7 months 6 days
Measurement period adjustment		$ 50,000

Debt (Details)

Debt (Details)	Jun. 30, 2024 USD ($)
Debt
Credit agreement - term loan	$ 17,550,000
Notes payable	12,750,000
Credit agreement - revolving credit facility	935,000
Paid in kind interest	536,000
Debt amount	31,771,000
Less: unamortized debt issuance costs	(355,000)
Total debt	31,416,000
Less current maturities	(1,800,000)
Long term debt, net of current maturities	$ 29,616,000

Debt (Details 1)

Debt (Details 1)	Jun. 30, 2024 USD ($)
Debt
Remainder of 2024	$ 900,000
2025	1,800,000
2026	1,800,000
2027	1,800,000
2028	1,800,000
2029	23,671,000
Total	$ 31,771,000

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Borrower term loan	$ 18,000,000
Revolving credit facility	6,000,000
Repayment of quarterly term loan installments	$ 450,000
Scheduled maturity date of debt	Feb. 20, 2029
Unamortized debt discount	$ 30,000
Unamortized debt issuance cost	355,000
Deferred financing costs	119,000
Net of amortization	9,000
Interest expense	536,000	$ 0
other (income) expenses debt	464,000
Short-Term Notes Payable [Member]
Notes payable	$ 2,700,000
Bloomia Acquisition [Member]
Scheduled maturity date of debt	Mar. 24, 2029
Notes payable	$ 12,750,000
Interest rate	8%

Leases (Details)

Leases (Details)	6 Months Ended
	Jun. 30, 2024
Leases
Operating leases	14 years 4 months 9 days
Finance leases percent	3.95%
Operating leases	8.22%
Finance leases	1 year 4 months 6 days

Leases (Details 1)

Leases (Details 1) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Operating lease right-of-use assets, net	$ 33,679,000	$ 7,000
Total operating lease liabilities	33,971,000
Horti Group for Land and Green houses [Member]
Operating lease right-of-use assets, net	32,973,000
Current portion of operating lease obligations	823,000
Operating lease obligations, net of current portion	32,419,000
Total operating lease liabilities	$ 33,242,000

Leases (Details 2)

Leases (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases
Operating lease cost	$ 1,055,000	$ 10,000	$ 1,504,000	$ 25,000
Operating lease expense:
Short-term and variable lease cost	258,000	12,000	344,000	20,000
Finance lease expense:
Finance lease cost - depreciation	3,000		3,000
Lease expense from discontinued operations		22,000		45,000
Total lease expense	$ 1,316,000	$ 22,000	$ 1,851,000	$ 45,000

Leases (Details 3)

Leases (Details 3) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Leases
Operating cash outflows from operating leases	$ 909,000	$ 1,228,000
Financing cash outflows from finance leases	3,000	3,000
Leased assets obtained in exchange for operating lease liabilities	0	34,289,000
Leased assets obtained in exchange for finance lease liabilities	$ 0	$ 22,000

Leases (Details 4)

Leases (Details 4)	Jun. 30, 2024 USD ($)
Leases
Finance leases remainder of 2024	$ 9,000
2025	11,000
2026	0
2027	0
2028	0
2029	0
Thereafter	0
Finance lease,Total Lease Payments	20,000
Finance lease, Less discount to PV	(1,000)
Finance lease, Liability balance	19,000
Operating leases remainder of 2024	1,843,000
2025	3,758,000
2026	3,833,000
2027	3,909,000
2028	3,806,000
2029	3,827,000
Thereafter	38,081,000
Operating lease, Total Lease Payments	59,057,000
Operating lease, Less discount to PV	(25,086,000)
Operating lease, Liability balance	$ 33,971,000

Leases (Details Narrative)

Leases (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Leases
Operating cash flows from operating leases	$ 0	$ 10,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Taxes
Unrecognized tax benefits	$ 43,000		$ 43,000
Income tax loss from continuing operations	$ 201,000		548,000
Overall benefit in income tax			$ 548,000
Income tax loss from continuing operations	24.50%	12.50%	29.40%	0.40%
federal statutory rate			21%	21%
state taxes			4.70%	3.80%
Valuation allowance change			24.20%	(24.20%)
Other permanent items			(20.50%)	(0.20%)
Change in the valuation allowance			$ 451,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Jul. 01, 2023
Commitments and contingencies (Note 12)
Purchase Obligation agreement	the Company entered into an obligation with a third-party to purchase 25% of their annual production of tulip bulbs through 2028 for $1,650,000 annually, totaling $8,000,000 over the duration of the agreement. In addition, the Company entered into a separate agreement with the same party to supply tulips to that party over a three-year period for a total of $360,000. The Company will be paid in three sums of $120,000 beginning on March 1, 2026, with the final payment to be received on March 1, 2028

Employee Benefit Plans (Details

Employee Benefit Plans (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Dutch employees [Member]
Matching employer contribution	$ 22,000	$ 30,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Air T Inc. [Member] - Subsequent Event [Member] - Unsecured Delayed Draw Term Note [Member] $ in Millions	Aug. 31, 2024 USD ($)
Percent of common stock owned	10%
Percent of common stock owned by shareholders	40%
Loan amount	$ 2.5
Fixed interest rate	8%
Increased interest rate	3%