Bloomia Holdings, Inc 10-K, filed Mar 27, 2025

Bloomia Holdings, Inc. (TULP)

10-K 2025-03-27 For: 2024-12-31

Added on April 11, 2026

About this 10-K

Bloomia Holdings, Inc filed this 10-K on March 27, 2025, covering the fiscal year ended December 31, 2024.

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $37.77M
Net loss: $5.74M; compared with net income of $2.41M a year earlier
Diluted EPS: -$3.24; compared with $1.36 a year earlier

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Delaware		41-1656308
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		LDWY		The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐


PART I.		Page
Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	17
Item 1C.	Cybersecurity	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	18
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	[Reserved]	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosures	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	30
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	30
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	31
Item 11.	Executive Compensation	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
Item 13.	Certain Relationships and Related Transactions and Director Independence	41
Item 14.	Principal Accountant Fees and Services	43
PART IV.
Item 15.	Exhibits and Financial Statement Schedules	43
Item 16.	Form 10-K Summary	46
SIGNATURES		47


	Year Ended
	December 31,					Increase (decrease) from 2023 to 2024
	2024			2023		Amount		Percent
Revenue, net	$	37,773,000		$	—	$	37,773,000	—	%
Cost of goods sold		31,264,000			—		31,264,000	—
Gross profit		6,509,000			—		6,509,000	—
Gross profit as a percent of revenue		17.2	%		NA
Sales, general and administrative expenses		13,226,000			3,519,000		9,707,000	276
Operating loss		(6,717,000)			(3,519,000)		(3,198,000)	91
Operating loss as a percent of revenue		(17.8)	%		NA
Foreign exchange difference, net		(400,000)			—		(400,000)	—
Interest expense (income), net		2,969,000			(518,000)		3,487,000	NA
Other income, net		(56,000)			—		(56,000)	—
Loss from continuing operations before income taxes		(9,230,000)			(3,001,000)		(6,229,000)	208
Income tax (benefit) expense		(2,329,000)			20,000		(2,349,000)	NA
Net loss from continuing operations		(6,901,000)			(3,021,000)		(3,880,000)	128
Income from discontinued operations, net of tax		224,000			5,435,000		(5,211,000)	(96)
Net (loss) income including noncontrolling interest		(6,677,000)			2,414,000		(9,091,000)	(377)
Less: Net loss attributable to noncontrolling interest		(934,000)			—		(934,000)	—
Net (loss) income attributable to Lendway, Inc.	$	(5,743,000)		$	2,414,000	$	(8,157,000)	(338)	%


Report of Independent Registered Public Accounting Firm (PCAOB ID 542)		F-2

Consolidated Balance Sheets as of December 31, 2024 and 2023		F-4

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023		F-5

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023		F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-7

Notes to Consolidated Financial Statements		F-8


As of December 31		2024		2023
Assets
Current assets:
Cash and cash equivalents	$	1,759,000	$	16,077,000
Accounts receivable - net of allowances for credit losses of $137 and $-0-, respectively		2,243,000		—
Receivable from escrow account		—		200,000
Inventories		13,370,000		—
Prepaid expenses and other current assets		1,466,000		52,000
Other current assets related to discontinued operations		—		292,000
Total current assets		18,838,000		16,621,000
Property and equipment, net		11,316,000		35,000
Equity-method investment		191,000		—
Goodwill		10,705,000		—
Intangible assets, net		25,568,000		—
Operating lease right-of-use assets		32,942,000		7,000
Finance lease right-of-use assets		65,000		—
Long-term receivable		360,000		—
Other assets		—		10,000
Total assets	$	99,985,000	$	16,673,000
Liabilities and Stockholders’ equity
Current liabilities:
Accounts payable	$	3,019,000	$	32,000
Accrued compensation		490,000		635,000
Accrued expenses and other current liabilities		1,361,000		168,000
Current portion of operating lease liabilities		1,068,000		4,000
Current portion of finance lease liabilities		21,000		—
Current portion of debt		1,820,000		—
Current liabilities related to discontinued operations		33,000		257,000
Total current liabilities		7,812,000		1,096,000
Long-term liabilities:
Accrued income taxes		—		42,000
Operating lease liabilities, net of current portion		32,416,000		3,000
Finance lease liabilities, net of current portion		44,000		—
Long-term debt, net		36,608,000		—
Related party note payable		3,569,000		—
Deferred tax liabilities, net		7,642,000		—
Total Long-term liabilities		80,279,000		45,000
Commitments and contingencies (Note 14)
Stockholders’ equity
Common stock, par value $0.01:
Authorized shares - 5,714,000
Issued and outstanding shares - 1,770,000 and 1,743,000 at December 31, 2024 and 2023, respectively		17,000		17,000
Additional paid-in capital		16,236,000		16,176,000
Accumulated other comprehensive loss		(9,000)		—
Accumulated deficit		(6,404,000)		(661,000)
Total stockholders’ equity attributable to Lendway, Inc.		9,840,000		15,532,000
Equity from noncontrolling interest		2,054,000		—
Total Stockholders’ equity		11,894,000		15,532,000
Total Liabilities and Stockholders’ equity	$	99,985,000	$	16,673,000


Years Ended December 31	2024		2023
Revenue, net	$	37,773,000	$	—
Cost of goods sold		31,264,000		—
Gross profit		6,509,000		—
Sales, general and administrative expenses		13,226,000		3,519,000
Operating loss		(6,717,000)		(3,519,000)
Foreign exchange difference, net		(400,000)		—
Interest expense (income), net		2,969,000		(518,000)
Other income, net		(56,000)		—
Loss from continuing operations before income taxes		(9,230,000)		(3,001,000)
Income tax (benefit) expense		(2,329,000)		20,000
Net loss from continuing operations		(6,901,000)		(3,021,000)
Income from discontinued operations, net of tax		224,000		2,474,000
Gain from sale of discontinued operations, net of tax		—		2,961,000
Net (loss) income including noncontrolling interest		(6,677,000)		2,414,000
Less: Net loss attributable to noncontrolling interest		(934,000)		—
Net (loss) income attributable to Lendway, Inc.		(5,743,000)		2,414,000
Other comprehensive loss (foreign currency translation)		(11,000)		—
Less: Comprehensive loss attributable to noncontrolling interest		(2,000)		—
Comprehensive (loss) income attributable to Lendway, Inc.	$	(5,752,000)	$	2,414,000
Net (loss) income per basic and diluted share attributable to Lendway, Inc.:
Continuing operations	$	(3.37)	$	(1.70)
Discontinued operations		0.13		3.06
Basic and diluted earnings per share	$	(3.24)	$	1.36
Weighted average shares used in calculation of net (loss) income per share:
Basic and diluted		1,770,000		1,781,000


				Additional		Other				Total Lendway				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders'		Noncontrolling		Stockholders'
	Shares	Amount		Capital		Loss		Deficit		Equity		Interest		Equity
Balance at December 31, 2022	1,797,000	$	18,000	$	16,458,000	$	—	$	(3,075,000)	$	13,401,000	$	—	$	13,401,000
Repurchase of common stock	(84,000)		(1,000)		(481,000)		—		—		(482,000)		—		(482,000)
Issuance of common stock, net	24,000		—		155,000		—		—		155,000		—		155,000
Issuance of common stock upon vesting of restricted stock units	6,000		—		—		—		—		—		—		—
Value of stock-based compensation	—		—		44,000		—		—		44,000		—		44,000
Net income	—		—		—		—		2,414,000		2,414,000				2,414,000
Balance at December 31, 2023	1,743,000	$	17,000	$	16,176,000	$	—	$	(661,000)	$	15,532,000	$	—	$	15,532,000

Issuance of noncontrolling interests in acquisition	—		—		—		—		—		—		2,990,000		2,990,000
Issuance of restricted stock awards	27,000		—		—		—		—		—		—		—
Value of stock-based compensation	—		—		60,000		—		—		60,000		—		60,000
Net loss	—		—		—		—		(5,743,000)		(5,743,000)		(934,000)		(6,677,000)
Other comprehensive loss	—		—		—		(9,000)		—		(9,000)		(2,000)		(11,000)
Balance at December 31, 2024	1,770,000	$	17,000	$	16,236,000	$	(9,000)	$	(6,404,000)	$	9,840,000	$	2,054,000	$	11,894,000


Years Ended December 31,	2024		2023
Operating Activities
Net loss including noncontrolling interest (1)	$	(6,677,000)	$	(60,000)
Gain from sale of discontinued operations, net of tax		—		(2,961,000)
Adjustments to reconcile net loss including noncontrolling interest to net cash (used in) provided by operating activities:
Depreciation and amortization		2,641,000		7,000
Amortization of deferred financing costs		95,000		—
Changes in allowance for credit losses		108,000		—
Stock-based compensation expense		60,000		44,000
Noncash paid in kind interest expense		1,400,000		—
Noncash operating lease expense		1,278,000		—
Deferred income tax benefit		(3,080,000)		—
Equity method investment income		(37,000)		—
Other non-cash items		84,000		—
Increase (decrease) in cash resulting from changes in, net of acquisition:
Accounts receivable, net		1,079,000		(200,000)
Inventories		(877,000)		—
Income tax receivable		—		14,000
Prepaid expenses and other current assets		325,000		(8,000)
Accounts payable		1,257,000		(106,000)
Accrued compensation		(1,980,000)		—
Accrued expenses and other current liabilities		204,000		365,000
Net cash used in operating activities of continuing operations		(4,120,000)		(2,905,000)
Net cash provided by operating activities of discontinued operations		68,000		3,423,000
Net cash (used in) provided by operating activities		(4,052,000)		518,000
Investing Activities
Proceeds from sale of business		—		1,581,000
Purchase of other long-term assets		—		(10,000)
Purchases of property and equipment		(1,170,000)		(39,000)
Acquisition of Bloomia, net of cash acquired		(34,178,000)		—
Receipts of escrow receivable		200,000		—
Net cash (used in) provided by investing activities of continuing operations		(35,148,000)		1,532,000
Net cash used in investing activities of discontinued operations		—		(24,000)
Net cash (used in) provided by investing activities		(35,148,000)		1,508,000
Financing Activities
Proceeds from term loan		18,000,000		—
Proceeds from revolving debt		13,026,000		—
Proceeds from related party note		3,500,000		—
Repayments of long-term debt		(1,350,000)		—
Repayments of seller note		(2,700,000)		—
Repayments of revolving debt		(5,065,000)		—
Principal payments on finance lease liabilities		(16,000)		—
Payment of financing costs		(513,000)		—
Proceeds from issuances of common stock		—		9,000
Repurchase of common stock, net		—		(482,000)
Net cash provided by (used in) financing activities		24,882,000		(473,000)
Net (decrease) increase in cash and cash equivalents		(14,318,000)		1,553,000
Cash and cash equivalents, beginning of period		16,077,000		14,524,000
Cash and cash equivalents, end of period	$	1,759,000	$	16,077,000
Supplemental cash flow information
Cash paid for interest	$	1,626,000	$	—
Cash paid for income taxes	$	694,000	$	88,000
Noncash purchase consideration - Equity issuance of noncontrolling interest	$	2,990,000	$	—
Noncash purchase consideration - Seller notes	$	15,451,000	$	—
Non-cash financing activities
Purchase of property and equipment included in accrued liabilities	$	—	$	3,000
Purchase of property and equipment included in debt	$	150,000	$	—
Common stock issued for settlement of accrued liabilities	$	—	$	146,000


Balance as of January 1, 2024	$	—
Provision for credit loss		108,000
Other adjustments		29,000
Balance as of December 31, 2024	$	137,000


		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


	Year Ended
	December 31, 2024
Supermarket	$	34,793,000
Wholesaler		2,521,000
Other		459,000
	$	37,773,000


Year ended December 31	2024	2023
Denominator for basic net income (loss) per share - weighted average shares	1,770,000	1,781,000
Effect of dilutive securities:
Stock options and restricted stock units	—	—
Denominator for diluted net income (loss) per share - weighted average shares	1,770,000	1,781,000


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	$	741,000
Accounts receivable		3,430,000
Inventories		12,493,000
Prepaid and other		2,359,000
Property and equipment		11,349,000
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		358,000
Total assets acquired		92,078,000
Accounts payable		1,730,000
Accrued expenses		2,843,000
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		10,722,000
Total liabilities assumed		49,606,000
Net identifiable assets acquired		42,472,000
Goodwill		10,888,000
Total consideration transferred	$	53,360,000


	December 31, 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		24,000		169,000
Other accrued liabilities		9,000		81,000
Current liabilities related to discontinued operations	$	33,000	$	257,000


Years Ended December 31	2024		2023
Service revenues, net	$	—	$	21,078,000
Cost of services		—		16,087,000
Gross Profit		—		4,991,000
Operating Expenses:
Selling		(224,000)		1,135,000
Marketing		—		806,000
General and administrative		—		679,000
Total Operating Expenses		(224,000)		2,620,000
Operating Income	$	224,000	$	2,371,000
Other Income		—		91,000
Income from discontinued operations	$	224,000	$	2,462,000

Gain from sale of discontinued operations before income taxes	$	—	$	3,044,000
Income tax (benefit) expense		—		83,000
Gain from the sale of discontinued operations, net of tax	$	—	$	2,961,000


	December 31, 2024
Finished goods	$	165,000
Work-in-process		2,235,000
Raw materials and packaging supplies		10,970,000
Inventories	$	13,370,000


Balance as of January 1, 2024	$	—
Goodwill resulting from the Bloomia Acquisition		10,122,000
Measurement period adjustment		766,000
Other - Foreign currency translation		(183,000)
Balance as of December 31, 2024	$	10,705,000


	Carrying		Useful Life	Accumulated		Net Carrying
	Amount		(Years)	Amortization		Amount
Tradename	$	8,570,000	Indefinite	$	—	$	8,570,000
Customer relationships		18,300,000	12		1,302,000		16,998,000
	$	26,870,000		$	1,302,000	$	25,568,000



2025	$	1,525,000
2026		1,525,000
2027		1,525,000
2028		1,525,000
2029		1,525,000
Thereafter		9,373,000
Total	$	16,998,000


	December 31, 2024
Credit Agreement - term loan	$	16,650,000
Notes payable		12,750,000
Credit Agreement - revolving credit facility		7,961,000
Paid in kind interest (PIK)		1,331,000
Machinery financing loan (1)		141,000
	$	38,833,000
Less: unamortized debt issuance costs		(312,000)
Total debt	$	38,521,000
PIK included in accrued expenses and other current liabilities		(93,000)
Less current maturities		(1,820,000)
Long term debt, net of current maturities	$	36,608,000


	2024		2023
Employee Stock Purchase Plan:
Expected life (years)	N/A		1.0
Expected volatility	N/A	%	95	%
Dividend yield	N/A	%	—	%
Risk-free interest rate	N/A	%	4.7	%


	Plan Shares		Weighted Average
	Available	Plan Options	Exercise Price		Aggregate
	for Grant	Outstanding	Per Share		Intrinsic Value
Balance at January 1, 2023	92,862	14,086	$	14.17
Cancelled or forfeited options	12,623	(12,623)		14.02
Balance at December 31, 2023	105,485	1,463		15.54
Restricted stock units and awards granted	(27,000)	—		5.64
Cancelled or forfeited options	1,463	(1,463)		15.54
Balance at December 31, 2024	79,948	—		—


		Weighted average
	Number of Shares	grant date fair value
Unvested shares at January 1, 2023	5,869	$	9.21
Granted	—
Vested	(5,869)		7.66
Unvested shares at December 31, 2023	—	$	—
Granted	27,000	$	5.64
Vested	—		—
Unvested shares at December 31, 2024	27,000	$	5.64


	December 31, 2024
Weighted average remaining lease term (years)
Finance leases	4.2
Operating leases	13.9
Weighted average discount rate applied
Finance leases	5.5	%
Operating leases	8.2	%


	Year Ended
	December 31, 2024
Operating lease expense:
Operating lease cost	$	3,608,000
Short-term variable lease cost		374,000
Finance lease expense:
Finance lease cost - amortization		8,000
Finance lease cost - interest		2,000
Total lease expense	$	3,992,000


	Year Ended
	December 31, 2024
Operating cash flows from operating leases	$	2,330,000
Operating cash flows from finance leases		2,000
Financing cash flows from finance leases		16,000
Leased assets obtained in exchange for operating lease liabilities		34,289,000
Leased assets obtained in exchange for finance lease liabilities		84,000


Year ending December 31,	Operating Leases		Finance Leases
2025	$	3,754,000	$	24,000
2026		3,826,000		13,000
2027		3,902,000		13,000
2028		3,804,000		13,000
2029		3,827,000		9,000
Thereafter		38,081,000		—
Total Lease Payments		57,194,000		72,000
Less discount to PV		(23,710,000)		(7,000)
Lease liability balance	$	33,484,000	$	65,000


Year Ended December 31	2024		2023
State	$	21,000	$	20,000
Foreign		730,000		—
Total current tax expense		751,000		20,000
Federal		(2,731,000)		—
State		(193,000)		—
Foreign		(156,000)
Total deferred tax benefit		(3,080,000)		—
Total income tax (benefit) expense	$	(2,329,000)	$	20,000


Balance at December 31, 2022	$	53,000
Decrease due to state tax expense		(16,000)
Increases due to interest and state tax		5,000
Balance at December 31, 2023	$	42,000

Decrease due to state tax expense		(8,000)
Increases due to interest and state tax		1,000
Balance at December 31, 2024	$	35,000


Name	Age	Position
Mark R. Jundt	44	Co-Chief Executive Officer
Daniel C. Philp	40	Co-Chief Executive Officer
Elizabeth E. McShane	47	Chief Financial Officer, Treasurer and Secretary
Werner F. Jansen	34	Chief Executive Officer of Bloomia B.V.


Director & Nominee	Age	Position	Director Since
Mark R. Jundt	44	Director, Chairman of the Board and Co-Chief Executive Officer	2022
Mary H. Herfurth	63	Director	2023
Chad B. Johnson	54	Director	2020
Matthew R. Kelly	49	Director	2023
Daniel C. Philp	40	Director and Co-Chief Executive Officer	2022
Nicholas J. Swenson	56	Director	2021 ⁽¹⁾


Director	Audit	Governance, Compensation and Nominating	Independent Director
Mary H. Herfurth	Chair		ü
Chad B. Johnson	Member	Member	ü
Mark R. Jundt
Matthew R. Kelly	Member	Member	ü
Daniel C. Philp
Nicholas J. Swenson		Chair	ü


Name		Title
Mark R. Jundt ⁽¹⁾		Co-Chief Executive Officer
Daniel C. Philp ⁽¹⁾		Co-Chief Executive Officer
Elizabeth E. McShane ⁽²⁾		Chief Financial Officer, Treasurer and Secretary
Werner F. Jansen		Chief Executive Officer of Bloomia
Randy D. Uglem ⁽³⁾		Former President and Chief Executive Officer
Zackery A. Weber ⁽⁴⁾		Former Vice President of Finance