Bloomia Holdings, Inc 10-Q for FY2026 Q1

Bloomia Holdings, Inc. (TULP)

10-Q 2025-11-10 For: 2025-09-30

Added on April 11, 2026

About this 10-Q

Bloomia Holdings, Inc filed this 10-Q on November 10, 2025, covering the quarter ended September 30, 2025 (FY2026 Q1).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5.15M; down 22.3% from $6.63M a year earlier
Net loss: $2.85M; compared with a net loss of $1.13M a year earlier
Diluted EPS: -$1.61; compared with -$0.64 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	☐

		Page
PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets – September 30, 2025 (unaudited) and June 30, 2025	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss – Three months ended September 30, 2025 and 2024 (unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Equity – Three months ended September 30, 2025 and 2024 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows – Three months ended September 30, 2025 and 2024 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements – (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20

Item 4.	Controls and Procedures	21

PART II.	OTHER INFORMATION	22

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23


	September 30, 2025		June 30, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,840,000	$	906,000
Accounts receivable - net of allowances for credit losses of $122 and $122, respectively		2,347,000		5,124,000
Inventories		18,799,000		6,697,000
Prepaid expenses and other current assets		2,428,000		2,122,000
Total current assets		25,414,000		14,849,000
Noncurrent assets
Property and equipment, net		11,056,000		11,433,000
Equity-method investment		240,000		216,000
Goodwill		11,138,000		11,128,000
Intangible assets, net		24,425,000		24,806,000
Operating lease right-of-use assets		31,971,000		32,306,000
Finance lease right-of-use assets		547,000		310,000
Long-term receivable		240,000		240,000
Other assets		—		814,000
Total noncurrent assets		79,617,000		81,253,000
Total assets	$	105,031,000	$	96,102,000
Liabilities and Stockholders’ equity
Current liabilities:
Accounts payable	$	4,648,000	$	1,748,000
Accrued compensation		326,000		385,000
Accrued expenses and other current liabilities		3,508,000		4,934,000
Current portion of operating lease liabilities		1,249,000		1,184,000
Current portion of finance lease liabilities		117,000		71,000
Current portion of debt		1,895,000		1,870,000
Related party note payable		2,407,000		3,559,000
Total current liabilities		14,150,000		13,751,000
Long-term liabilities:
Operating lease liabilities, net of current portion		31,612,000		31,896,000
Finance lease liabilities, net of current portion		461,000		254,000
Long-term debt, net		36,851,000		28,354,000
Related party notes payable		4,023,000		—
Deferred tax liabilities, net		6,416,000		7,010,000
Total long-term liabilities		79,363,000		67,514,000
Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock, par value $0.01:
Authorized shares - 5,714,000
Issued and outstanding shares - 1,770,000 at both September 30, 2025 and June 30, 2025		17,000		17,000
Additional paid-in capital		16,291,000		16,278,000
Accumulated other comprehensive income		777,000		750,000
Accumulated deficit		(7,762,000)		(4,908,000)
Total stockholders’ equity attributable to Lendway, Inc.		9,323,000		12,137,000
Equity from noncontrolling interest		2,195,000		2,700,000
Total Stockholders’ equity		11,518,000		14,837,000
Total Liabilities and Stockholders’ equity	$	105,031,000	$	96,102,000


	Three Months Ended
	September 30,
	2025		2024
Revenue, net	$	5,153,000	$	6,628,000
Cost of goods sold		5,213,000		5,188,000
Gross (loss) profit		(60,000)		1,440,000
Sales, general and administrative expenses		2,983,000		2,791,000
Operating loss		(3,043,000)		(1,351,000)
Foreign currency transaction loss, net		253,000		46,000
Interest expense, net		822,000		800,000
Other income, net		(32,000)		(3,000)
Loss from continuing operations before income taxes		(4,086,000)		(2,194,000)
Income tax benefit		(721,000)		(736,000)
Net loss from continuing operations		(3,365,000)		(1,458,000)
Income from discontinued operations, net of tax		—		66,000
Net loss including noncontrolling interest		(3,365,000)		(1,392,000)
Less: Net loss attributable to noncontrolling interest		(511,000)		(267,000)
Net loss attributable to Lendway, Inc.		(2,854,000)		(1,125,000)
Other comprehensive income (foreign currency translation gain)		33,000		1,000
Less: Comprehensive income attributable to noncontrolling interest		6,000		—
Comprehensive loss attributable to Lendway, Inc.	$	(2,827,000)	$	(1,124,000)
Net loss per basic and diluted share attributable to Lendway, Inc.:
Continuing operations	$	(1.61)	$	(0.67)
Discontinued operations		—		0.04
Basic and diluted earnings per share	$	(1.61)	$	(0.64)
Weighted average shares used in calculation of net loss per share:
Basic and diluted		1,770,000		1,770,000


						Accumulated
				Additional		Other				Total Lendway				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’		Noncontrolling		Stockholders’
	Shares	Amount		Capital		Income		Deficit		Equity		Interest		Equity
BALANCE JUNE 30, 2025 (Audited)	1,770,000	$	17,000	$	16,278,000	$	750,000	$	(4,908,000)	$	12,137,000	$	2,700,000	$	14,837,000
Value of stock-based compensation	—		—		13,000		—		—		13,000		—		13,000
Net loss	—		—		—		—		(2,854,000)		(2,854,000)		(511,000)		(3,365,000)
Other comprehensive income	—		—		—		27,000		—		27,000		6,000		33,000
BALANCE SEPTEMBER 30, 2025	1,770,000	$	17,000	$	16,291,000	$	777,000	$	(7,762,000)	$	9,323,000	$	2,195,000	$	11,518,000
															—
BALANCE JUNE 30, 2024	1,770,000	$	17,000	$	16,190,000	$	37,000	$	(2,339,000)	$	13,905,000	$	2,729,000	$	16,634,000
Value of stock-based compensation	—		—		22,000		—		—		22,000		—		22,000
Net loss	—		—		—		—		(1,125,000)		(1,125,000)		(267,000)		(1,392,000)
Other comprehensive income	—		—		—		1,000		—		1,000		—		1,000
BALANCE SEPTEMBER 30, 2024	1,770,000	$	17,000	$	16,212,000	$	38,000	$	(3,464,000)	$	12,803,000	$	2,462,000	$	15,265,000


Three Months Ended September 30,	2025		2024
Operating Activities
Net loss including noncontrolling interest	$	(3,365,000)	$	(1,392,000)
Adjustments to reconcile net loss including noncontrolling interest to net cash used in operating activities:
Depreciation and amortization		874,000		820,000
Amortization of deferred financing costs		26,000		38,000
Stock-based compensation expense		13,000		22,000
Noncash paid in-kind interest expense		465,000		400,000
Noncash operating lease expense		116,000		134,000
Deferred income taxes		(594,000)		(379,000)
Equity method investment income		(24,000)		—
Changes in operating assets and liabilities		(7,438,000)		(7,198,000)
Net cash used in operating activities		(9,927,000)		(7,555,000)
Investing Activities
Purchases of property and equipment		(46,000)		(47,000)
Receipts of escrow receivable		—		164,000
Net cash (used in) provided by investing activities		(46,000)		117,000
Financing Activities
Proceeds from revolving debt		8,575,000		5,056,000
Proceeds from related party note		4,000,000		2,000,000
Repayments of term loan		(450,000)		—
Repayments of related party note		(1,200,000)		—
Repayments of long-term debt		(17,000)		—
Principal payments on finance lease liabilities		(23,000)		(7,000)
Net cash provided by financing activities		10,885,000		7,049,000
Effect of exchange rate changes on cash		22,000		1,000
Net increase (decrease) in cash and cash equivalents		934,000		(388,000)
Cash and cash equivalents, beginning of period		906,000		1,721,000
Cash and cash equivalents, end of period	$	1,840,000	$	1,333,000
Supplemental cash flow information
Cash paid for interest	$	319,000	$	300,000
Cash paid for income taxes, net of tax refunds	$	8,000	$	21,000
Non-cash financing activities
Purchase of property and equipment included in accounts payable	$	29,000	$	—
Purchase of property and equipment included in debt	$	—	$	150,000


	September 30, 2025		June 30, 2025
Finished goods	$	88,000	$	182,000
Work-in-process		1,409,000		1,333,000
Raw materials and packaging supplies		17,302,000		5,182,000
Inventories	$	18,799,000	$	6,697,000


	September 30, 2025		June 30, 2025
Machinery and equipment	$	12,176,000	$	12,092,000
Leasehold improvements		366,000		359,000
Bushes		489,000		489,000
Vehicles		400,000		393,000
Furniture and fixtures		199,000		199,000
Capitalized software		43,000		43,000
Construction in progress		240,000		240,000
Property and equipment, gross		13,913,000		13,815,000
Less: accumulated depreciation		(2,857,000)		(2,382,000)
Property and equipment, net	$	11,056,000	$	11,433,000


Balance as of June 30, 2025	$	11,128,000
Other - Foreign currency translation		10,000
Balance as of September 30, 2025	$	11,138,000


				September 30, 2025				June 30, 2025
	Carrying		Useful Life	Accumulated		Net Carrying		Accumulated		Net Carrying
	Amount		(Years)	Amortization		Amount		Amortization		Amount
Tradename	$	8,570,000	Indefinite	$	—	$	8,570,000	$	—	$	8,570,000
Customer relationships		18,300,000	12		2,445,000		15,855,000		2,064,000		16,236,000
	$	26,870,000		$	2,445,000	$	24,425,000	$	2,064,000	$	24,806,000



Remainder of 2026	$	1,144,000
2027		1,525,000
2028		1,525,000
2029		1,525,000
2030		1,525,000
Thereafter		8,611,000
Total	$	15,855,000


	September 30, 2025		June 30, 2025
Amended Credit Agreement - term loan	$	15,300,000	$	15,750,000
Notes payable		12,750,000		12,750,000
Amended Credit Agreement - revolving credit facility		8,575,000		—
Paid in-kind interest (PIK)		2,459,000		2,065,000
Machinery financing loans		214,000		231,000
	$	39,298,000	$	30,796,000
Less: unamortized debt issuance costs		(252,000)		(272,000)
Total debt	$	39,046,000	$	30,524,000
PIK included in accrued expenses and other current liabilities		(300,000)		(300,000)
Less current maturities		(1,895,000)		(1,870,000)
Long-term debt, net of current maturities	$	36,851,000	$	28,354,000


Remainder of 2026	$	1,403,000
2027		1,861,000
2028		1,826,000
2029		34,162,000
2030		29,000
Thereafter		17,000
	$	39,298,000


	September 30, 2025		June 30, 2025
Weighted average remaining lease term (years)
Finance leases	5.5		5.8
Operating leases	13.1		13.4
Weighted average discount rate applied
Finance leases	8.1	%	8.1	%
Operating leases	8.2	%	8.2	%


	Operating Leases		Finance Leases
Remainder of 2026	$	2,903,000	$	117,000
2027		3,934,000		156,000
2028		3,922,000		156,000
2029		3,809,000		130,000
2030		3,870,000		96,000
Thereafter		36,129,000		35,000
Total lease payments		54,567,000		690,000
Less discount to present value		(21,706,000)		(112,000)
Lease liability balance	$	32,861,000	$	578,000


Exhibit Number	Description	Incorporated by Reference To

3.1	Certificate of Incorporation	Exhibit 3.1 to Form 8-K filed August 9, 2023

3.2	Bylaws	Exhibit 3.2 to Form 8-K filed August 9, 2023

10.1	Second Amendment to Credit Agreement, dated September 15, 2025, by and among the Company, TULP 24.1, LLC, Tulipa Acquisitie Holding B.V., Bloomia B.V., Fresh Tulips USA, LLC, and Associated Bank N.A., a national banking association	Exhibit 10.1 to Form 8-K filed September 18, 2025

10.2	From of Promissory Notes dated September 15, 2025	Exhibit 10.2 to Form 8-K filed September 18, 2025

10.3	Second Amended and Restated Limited Liability Company Agreement, dated September 15, 2025, by and among the Company, Tulp 24.1, LLC, and Werner F. Jansen	Exhibit 10.3 to Form 8-K filed September 18, 2025

31.1	Certification of Principal Executive Officers pursuant to Section 302 of the Sarbanes Oxley Act of 2002	Filed Electronically

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002	Filed Electronically

32	Section 1350 Certifications	Filed Electronically

101	The following materials from Lendway, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in inline XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss; (iii) Condensed Consolidated Statements of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; (v) Notes to Condensed Consolidated Financial Statements; and (vi) the information set forth in Part II, Item 5.	Filed Electronically

104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document)	Filed Electronically

		LENDWAY, INC.
		(Registrant)

Dated: November 10, 2025		/s/ Elizabeth E. McShane
		Elizabeth E. McShane
		Chief Financial Officer
		(on behalf of registrant and as principal financial and accounting officer)


Date: November 10, 2025		/s/ Mark R. Jundt
		Mark R. Jundt
		Co-Chief Executive Officer
		(principal co-executive officer)

		/s/ Daniel C. Philp
		Daniel C. Philp
		Co-Chief Executive Officer
		(principal co-executive officer)