Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company's condensed consolidated financial statements and related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those in such forward-looking statements as a result of many factors, including those discussed in "Cautionary Statement Regarding Forward-Looking Statements" and elsewhere, including Part II, Item 1A, in this Quarterly Report on Form 10-Q and the "Risk Factors" described in Part I, Item 1A, of our Annual Transition Report on Form 10-KT for the transition period ended June 30, 2025, our Current Reports on Form 8-K and our other SEC filings.

Name Change

On January 28, 2026, the Company changed its name to Bloomia Holdings, Inc. by filing an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware. As a result of the name change, effective February 2, 2026, the Company's common stock, par value $0.01 per share, ceased trading on the Nasdaq Capital Market under the name Lendway, Inc. and under the ticker symbol "LDWY" and began trading on the Nasdaq Capital Market under the name Bloomia Holdings, Inc. and under new ticker symbol "TULP". The CUSIP of the Common Stock did not change in connection with the name change or the ticker symbol change.

Fiscal Year End Change

As previously reported, the Company's Board of Directors approved a change in the Company's fiscal year end from December 31 to June 30 of each calendar year. As a result, the three months ended March 31, 2026 represent the third quarter of fiscal year 2026.

Company Overview

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

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

Bloomia was founded in the Netherlands and has grown to become a leader in the fresh cut tulip industry in the U.S. Bloomia nurtured over 90 million tulip stems in the twelve months ended June 30, 2025. Bloomia operates from three strategically positioned locations in the United States, the Netherlands, and South Africa, and also has a 30% interest in a greenhouse tulip business in Chile.

Bloomia operates greenhouses to hydroponically grow tulips at its United States and South Africa locations. The Company has invested in automation in its U.S. greenhouse in recent years that has increased production efficiency. Bloomia has historically sourced tulip bulbs from producers in the Netherlands, Chile, and New Zealand, which provides for year-round supply. Bulbs from the Southern Hemisphere are generally used from August to early December, with the Northern Hemisphere produced bulbs used the remainder of the year.

In the United States, Bloomia has established business relationships with prominent retailers. A small number of mass-market retailers in the U.S. have historically accounted for more than 85% of Bloomia's total annual sales. Bloomia has expanded sales across the United States with the majority of sales occurring on the East Coast. Bloomia aims to offer premium tulip stems, the result of sourcing larger bulbs, that have a longer shelf life than imported stems. Growing tulip stems domestically allows for higher margins because the freight costs for importing bulbs by sea have been substantially less than the costs associated with importing stems by air. Additionally, the Company pays less in tariffs importing bulbs versus fully grown stems.

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

In South Africa, Bloomia's wholly owned subsidiary operates a greenhouse that has produced an average of approximately 3.5 million tulip stems per year over the last five years. The facility is capable of growing tulips hydroponically year-round and sells the majority of tulip stems to one large retailer.

In Chile, Bloomia has a minority ownership interest in Araucania Flowers S.A. ("Araucania"). The operation grows tulips hydroponically year-round. Araucania traditionally sells to retailers located in Chile and Brazil.

The tulip sales business tends to be seasonal with spring being the strongest sales season. Accounts receivable and inventory balances are at their lowest levels in the summer following the strong spring sales season. Inventory balances peak prior to the spring season.

Results of Operations

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

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Three and Nine Months Ended March 31, 2026 Compared to Three and Nine Months Ended March 31, 2025

Revenue, Net. Revenue, net for the three months ended March 31, 2026 and 2025 was $14,436,000 and $12,443,000, respectively. The increase is primarily due to higher prices in the current fiscal year. Stems sold were approximately 3% less than prior year due to lower Valentine's Day sales, partially offset by the shift of Easter sales from April in the prior fiscal year to March of the current fiscal year.

Revenue, net for the nine months ended March 31, 2026 and 2025 was $26,328,000 and $25,263,000, respectively. The increase is due to higher prices in the current fiscal year. Stems sold were approximately 10% less than prior year due to a lower Valentine's Day sales and the Company strategically growing more tulips earlier in calendar year 2025 to meet higher demand near Mother's Day 2025, resulting in fewer stems to sell this fiscal year. Additionally, the Company purchased fewer Dutch bulbs in 2024, so there were less stems to grow in July and August 2025. Stem sales benefited from the shift of Easter sales from April in the prior fiscal year to March of the current fiscal year.

Gross Margin. Gross margin for the three months ended March 31, 2026 was $2,861,000, or 19.8% as a percentage of revenue, compared to gross margin of $3,889,000, or 31.3% as a percentage of revenue, for the three months ended March 31, 2025. The decrease is primarily due to lower stems sales in the current fiscal year of approximately 3%. The Company raised prices in the current fiscal year to partially offset the increases in bulb costs and tariffs. This decline was partially offset by a $150,000 grant received in the period.

Gross margin for the nine months ended March 31, 2026 was $3,285,000, or 12.5% as a percentage of revenue, compared to $4,747,000, or 18.8% as a percentage of revenue, for the nine months ended March 31, 2025. The Company sold approximately 10% less stems in the current fiscal year resulting in a decrease in margin. This decline was partially offset by a $450,000 grant received in the period.

Sales, General and Administrative. Sales, general and administrative expenses for the three months ended March 31, 2026 were $2,881,000 compared to $2,457,000 for the three months ended March 31, 2025. The increase is primarily due to expenses incurred related to our previously disclosed rights offering and Seller Note Amendments (see Note 6 in the condensed consolidated financial statements) as well as an increase in corporate administrative costs.

Sales, general and administrative expenses for the nine months ended March 31, 2026 were $8,637,000 compared to $8,553,000 for the nine months ended March 31, 2025. The increase is primarily due to expenses incurred related to our previously disclosed rights offering and Seller Note Amendments (see Note 6 in the condensed consolidated financial statements) partially offset by an increase in the provision for credit losses and purchase accounting adjustments in the prior year.

Interest Expense, net. Interest expense for the three months ended March 31, 2026 and 2025 was $1,134,000 and $970,000, respectively. Interest expense for the nine months ended March 31, 2026 and 2025 was $3,043,000 and $2,750,000, respectively. The increase for both periods is due to higher debt levels as the Company accrued interest on the Seller Note, an increased aggregate balance of related party notes outstanding at increased interest rates, and an increase in the revolving credit facility with Associated Bank, N.A. year over year.

Income Taxes. For the three months ended March 31, 2026 and 2025, the Company's effective income tax rate was 35.0% and 20.2%, respectively. For the nine months ended March 31, 2026 and 2025, the Company's effective income tax rate was 20.96% and 27.9%, respectively. See Note 9 in the condensed consolidated financial statements.

Income from Discontinued Operations, net of Tax. For the three and nine months ended March 31, 2025, income from discontinued operations of $10,000 and $98,000, respectively, is a result of the reduction in the accrual for sales tax due to the expiration of the statute of limitations. The Company does not expect income or loss from discontinued operations in fiscal year 2026.

Net Income (Loss) Attributable to Noncontrolling Interest. The 18.6% noncontrolling interest in Tulp 24.1's was income of $12,000 for the three months ended March 31, 2026 compared to income of $178,000 for the three months ended March 31, 2025. The 18.6% noncontrolling interest in Tulp 24.1's loss was $887,000 for the nine months ended March 31, 2026 compared to a loss of $486,000 for the nine months ended March 31, 2025. The increased loss in both periods is primarily due to lower net income from Tulp 24.1's continuing operations in both periods.

Non-GAAP Financial Measures

This report includes EBITDA which is a "non-GAAP financial measure." The Company's EBITDA is defined as net income from continuing operations before interest expense, provision for income taxes, and depreciation and amortization expense.

This non-GAAP financial measure, which is not calculated or presented in accordance with U.S. generally accepted accounting principles ("GAAP"), has been provided as information supplemental and in addition to the financial measures presented in accordance with GAAP. This non-GAAP financial measure is not a substitute for, or as an alternative to, and should be considered in conjunction with, the respective GAAP financial measures. The non-GAAP financial measure presented may differ from similarly named measures used by other companies. We believe this non-GAAP financial measure will be useful to permit investors to evaluate the business consistent with how management evaluates the business. Our EBITDA excludes amounts of income from discontinued operations that we do not consider part of our core operating results when assessing our performance. Management has used EBITDA (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to competitors and peers; (b) to measure operational profitability consistently; (c) in presentations to the members of our Board of Directors; and (d) to evaluate compliance with covenants and restricted activities under the terms of our Amended Credit Agreement.

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

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Liquidity and Capital Resources

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The Company has financed its operations with proceeds from sales of its tulips and credit draws. The Company's liquidity varies during the year. The majority of cash is collected in the first half of the calendar year, and the majority of payments, primarily to purchase tulip bulbs, occur in the second half of the calendar year. At March 31, 2026, the Company's working capital (defined as current assets less current liabilities) was $4,796,000 compared to $1,089,000 at June 30, 2025. The increase is due to the Company purchasing approximately $14,600,000 worth of Dutch tulip bulbs since June 30 2025, of which $4,000,000 was financed through long-term notes and $10,000,000 was financed through the revolving credit facility. These bulbs have been grown into stems and sold or will be sold in the next four months. As the Company collects sales receipts it plans to pay down the revolver which will decrease working capital as of fiscal year-end.

Operating Activities of Continuing Operations. Net cash used in operating activities during the nine months ended March 31, 2026 was $11,148,000 compared to cash use of $7,297,000 in the nine months ended March 31, 2025. The Company purchased the majority of its bulbs from growers in the Netherlands in the period, which were priced in Euro. The increase in cash used during the nine months ended March 31, 2026 compared to the corresponding period of the prior fiscal year is due to an increase in the Euro price of bulbs purchased and the increase in the Euro to dollar rate. Additionally, the Company paid 15% tariffs on its bulb purchases in fiscal year 2026.

Investing Activities of Continuing Operations. Net cash used in investing activities during the nine months ended March 31, 2026 was $292,000 compared to cash used of $573,000 in the nine months ended March 31, 2025. Capital expenditures were primarily related to software in fiscal year 2026. Our low level of capital expenditures during the nine months ended March 31, 2026 compared to the corresponding period of the prior fiscal year is a result of our strategic decision to meet our operational needs through equipment leasing rather than outright ownership.

Financing Activities. Net cash provided by financing activities during the nine months ended March 31, 2026 was $11,663,000. The Company drew $10,315,000 on its revolving line of credit and entered into net related party notes of $3,150,000 primarily to purchase tulip bulbs in the nine months ended March 31, 2026. Offsetting this increase was $1,350,000 of term loan payments. In the nine months ended March 31, 2025, the Company drew $7,026,000 on its revolver and $3,750,000 in notes to fund bulb purchases. The increase reflects the higher average cost per bulb and the higher Euro rate.

Rights Offering

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As previously disclosed, the Company recently conducted a rights offering that commenced in February 2026 and expired on April 1, 2026. Pursuant to the rights offering, the Company distributed non-transferable subscription rights to stockholders of record as of February 16, 2026. Each eligible stockholder was entitled to subscribe for additional shares of the Company's common stock in proportion to their existing ownership, with the opportunity to participate in an over-subscription privilege, subject to availability and proration. The Company received gross proceeds from the rights offering of $12,100,000, of which approximately $5,000,000 was cash and $7,100,000 was conversion of outstanding debt. The rights offering resulted in an aggregate of approximately 3,000,000 shares of the Company's common stock being issued to participants in the rights offering at a price of $4.05 per share. The Company used the net cash proceeds from the rights offering primarily to make a $4,900,000 initial payment towards the Discounted Prepayment Amount under the Seller Note (see the discussion under "Seller Notes" below).

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Credit Facility

On September 15, 2025, the Company, as parent guarantor, Tulp 24.1, as borrower, and each of Tulipa Acquisitie Holding B.V., Bloomia B.V., and Fresh Tulips, USA, as guarantors, entered into a Second Amendment to the existing Credit Agreement with Associated Bank, N.A. dated February 20, 2024, which was previously amended on October 16, 2024, (as amended, (the "Credit Agreement"). Under the original terms of the Credit Agreement, the Borrower received an $18,000,000 term loan and a $6,000,000 revolving credit facility. Pursuant to the Second Amendment, among other things, the revolving facility capacity was temporarily increased from $6,000,000 to $10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026. Commencing September 30, 2025, the interest rate for all loans under the facility will be based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00% to 4.00% based on the Company's cash flow leverage ratio. The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict the ability of Tulp 24.1 and its subsidiaries to incur additional indebtedness, dispose of significant assets and make distributions or pay dividends to the Company. The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Credit Agreement, including failure to make payments under the credit facility, failure to comply with covenants in the Credit Agreement and other loan documents, cross default to other material indebtedness of Tulp 24.1 or any of its subsidiaries, failure of Tulp 24.1 or any of its subsidiaries to pay or discharge material judgments, bankruptcy of Tulp 24.1 or any of its subsidiaries, and change of control of the Company.

As of March 31, 2026, the balance of the term loan under the Credit Agreement was $14,400,000 and the Company had an outstanding balance of $9,986,000 under the revolving credit facility. The term loan is repaid in quarterly installments of $450,000, which began in June 2024. The remaining outstanding balance will be repaid in full after five years. The scheduled maturity of the revolving facility is February 20, 2029.

The obligations under the Credit Agreement are secured by substantially all of the personal property assets of Tulp 24.1 and its subsidiaries. The Company also provided an unsecured guaranty of the obligations of Tulp 24.1.

As noted above, the temporary increase in the revolving facility capacity under the Credit Agreement from $6,000,000 to $10,000,000 expired on April 30, 2026, and the outstanding balance of the revolving facility (approximately $9,086,000 as of the date of this report) has been in excess of $6,000,000 since that date. As a result, from May 1, 2026 through the date of this report, the Company has been and remains out of compliance with the Credit Agreement as a result of being overdrawn on the revolving facility. In addition, the Company was in breach of its financial covenants as of December 31, 2025 and March 31, 2026. The Company received a waiver from the lender for both covenants for both periods. Based on the Company's current financial projections, we believe the Company will be in compliance with all required covenants for at least the next twelve months.

Seller Note

As part of the financing of the acquisition of Bloomia, on February 22, 2024, the Company and Bloomia B.V., as guarantors, and Tulp 24.1 and Tulipa Acquisitie Holding B.V., as borrowers (the "Seller Note Borrowers"), entered into a Bridge Loan Agreement with the sellers of Bloomia ("Seller") in the amount of $12,750,000 (the "Seller Note"), which has a maturity date of March 24, 2029. Payment amounts under the Bridge Loan Agreement are determined based on the excess cash flow of the Seller Note Borrowers. The Seller Note initially bears interest at 8% per annum for the first year that increases annually by 2 percentage points. Interest on the Seller Note is payable "in kind" ("PIK") and added to the aggregate principal amount on the applicable interest payment date.

On January 19, 2026 and on April 15, 2026, respectively, the Seller Note Borrowers and the Sellers entered into a First Amendment to Bridge Loan Agreement and Second Amendment to Bridge Loan Agreement (collectively, the "Seller Note Amendments"). The Bridge Loan Amendments provide, among other things, that the Seller Note Borrowers have the right to prepay the Seller Note in full at a discount in the aggregate amount of $7,330,000 (the "Discounted Prepayment Amount") at any time prior to May 27, 2026 (the "Discounted Prepayment"). In order to be eligible for the Discounted Prepayment, the Company was required to (i) make an initial payment of at least $4,800,000 towards the Discounted Prepayment Amount by April 15, 2026 and (ii) release the Sellers from any and all (potential or actual) liability in respect of (a) the Warranties (as defined in the Share Purchase Agreement dated February 21, 2024 (the "SPA") between the Seller Note Borrowers and the Seller) as well as (b) the Indemnities (as defined in the SPA) specified in Clause 11.1 of the SPA, in each case to the extent such liabilities remain outstanding as of April 15, 2026. The Company made a payment of $4,900,000 on April 15, 2026.

The remaining $2,430,000 of the Discounted Prepayment Amount not paid by April 15, 2026 accrues interest at the rate of 12% per annum. If the Company does not pay the remaining balance of the Discounted Prepayment Amount and all accrued and unpaid interest in full on or before May 27, 2026, then the total remaining outstanding balance of the Bridge Loan shall be revised to equal an amount calculated as (x) $15,097,053, multiplied by (y) a ratio calculated as (i) the remaining balance of the Discounted Prepayment Amount not paid by May 27, 2026, divided by (ii) the Discounted Prepayment Amount. Any such remaining balance shall accrue interest commencing effective as of April 16, 2026 and otherwise be payable in accordance with the original terms of the Seller Note.

Related Party Notes

On August 15, 2024, and as amended on September 27, 2024 and January 15, 2025, the Company entered into an unsecured Delayed Draw Term Note (the "2024 Note") with Air T Inc. ("Air T") pursuant to which Air T agreed to advance from time to time until August 15, 2026, initially not on a revolving basis, up to $3,750,000 to fund the Company's operations. In January 2026, the 2024 Note was amended to allow for borrowing on a revolving basis. The 2024 Note had a maturity date of August 15, 2029, subject to Air T's right to demand payment on or after February 15, 2026. 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. Amounts outstanding under the 2024 Note bore interest at a fixed rate of 8.0%, subject to a 3.0% increase upon certain events of default, payable on the maturity date. As of March 31, 2026 and June 30, 2025, the Company had $2,500,000 and $3,350,000, respectively, of principal outstanding and $348,000 and $209,000, respectively, of paid-in-kind interest outstanding under the 2024 Note.

On September 15, 2025, the Company entered into unsecured Promissory Notes (collectively, the "2025 Notes") with Air T, AO Partners I, L.P. ("AO Partners Fund"), and Gary S. Kohler ("Kohler," and, together with Air T and AO Partners Fund, the "Note Lenders"), pursuant to which the Note Lenders loaned the Company a total of $4,000,000, in the amounts of $1,100,156, $1,699,844, and $1,200,000, respectively. The $4,000,000 principal and $288,000 of accrued interest are included in total noncurrent liabilities on the condensed consolidated balance sheets as of March 31, 2026. Kohler is Chief Investment Officer and Portfolio Manager of BCCM Advisors, LLC, which beneficially owned approximately 9% of our outstanding common stock as of February 16, 2026. Proceeds from the 2025 Notes were used to fund operations of the Bloomia business. Amounts outstanding under the 2025 Notes bore interest at a fixed rate of 13.5% per year, payable at the scheduled maturity date of June 1, 2027. The 2025 Notes restricted the Company's ability to obtain additional indebtedness, either directly or through its subsidiaries, other than existing indebtedness and usual and customary indebtedness incurred in the operation of the Company's business, which restrictions could be waived by the Note Lenders holding a majority interest in the 2025 Notes. No closing or origination fees were paid to any Note Lender.

On April 1, 2026, in connection with the Company's previously disclosed rights offering, the principal and accrued interest for the related party notes, including the 2024 Note and the 2025 Notes, were converted into shares of our common stock pursuant to the terms of the rights offering. As a result, as of April 1, 2026 the Company has no related party notes or interest outstanding.

On April 13, 2026, the Company entered into an unsecured Promissory Note (the "2026 Note") with Kohler, pursuant to which Kohler loaned the Company the principal amount of $1,000,000. Proceeds from the 2026 Note were used towards our initial payment towards the Discounted Prepayment Amount as described in Note 6 to these condensed consolidated financial statements. The principal amount of the 2026 Note bears interest at a fixed rate of 11.5% per annum, which increases to 14.5% if there is an event of default under the 2026 Note (with the 2026 Note containing customary events of default for a promissory note of this type). The 2026 Note is scheduled to mature on March 31, 2029, at which time all principal and accrued and unpaid interest is due and payable in full. The Company has the right to prepay the 2026 Note in whole or in part at any time without penalty. Amounts paid or prepaid under the 2026 Note may not be reborrowed by the Company. No closing or origination fees were paid in connection with the 2026 Note.

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

As the Company grows its businesses, we may be required to obtain additional capital through equity offerings or additional debt financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include additional covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Additional capital may not be available when needed, on reasonable terms, or at all, and our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to and volatility in the credit and financial markets in the U.S. and worldwide. If we are unable to raise additional funds when needed, we may not be able to grow our businesses or complete transactions related to the strategy.

Critical Accounting Estimates

A discussion of our critical accounting estimates is contained in our Transition Report on Form 10-KT for the transition period ended June 30, 2025. There have been no changes to our critical accounting estimates from those disclosed on our Form 10-KT for the transition period ended June 30, 2025.

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements made in this report that are not statements of historical or current facts are considered "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of the Company to be materially different from the results or performance expressed or implied by such forward-looking statements. The words "anticipate," "believe," "could," "estimate," "expect," "future," "intend," "likely," "may," "plan," "project," "will" and similar expressions identify forward-looking statements. Forward-looking statements include statements expressing the intent, belief or current expectations of the Company and members of our management team regarding, for instance: (i) our belief that our cash balance, cash generated by operations and borrowings available under our Credit Agreement, will provide adequate liquidity and capital resources for at least the next twelve months and (ii) regarding the potential for growth and other opportunities for our business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. These statements are subject to the risks and uncertainties that could cause actual results to differ materially and adversely from the forward-looking statements. These forward-looking statements are based on current information, which we have assessed and which by its nature is dynamic and subject to rapid and even abrupt changes.

Factors that could cause our estimates and assumptions as to future performance, and our actual results, to differ materially include the following: (1) our ability to compete, (2) concentration of revenue among a small number of customers, (3) dependency on Dutch tulip bulbs, (4) changes in interest rates, (5) ability to comply with the requirements of the Credit Agreement and operate within its restrictions, (6) economic and market conditions that may restrict or delay appropriate or desirable opportunities, (7) our ability to develop and maintain necessary processes and controls relating to our businesses, (8) reliance on one or a small number of employees, (9) our ability to generate enough cash or secure enough capital to execute our business plans, (10) our ability to obtain seasonal workers, (11) other economic, international, business, market, financial, competitive and/or regulatory factors affecting the Company's businesses generally, (12) exchange rate fluctuations, (13) tariffs, and (14) the availability of additional capital on desirable terms, if at all. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in this report and additional risks identified in our Transition Report on Form 10-KT, this and subsequent Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed with the SEC. Such forward-looking statements should be read in conjunction with the Company's filings with the SEC. The Company assumes no responsibility to update the forward- looking statements contained in this report or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.

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