ldwy_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

August 10, 2023

Date of Report (Date of Earliest Event Reported)

 

Lendway, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-13471

 

41-1656308

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

5000 W. 36th Street, Suite 220 Minneapolis, Minnesota

 

55416

(Address of Principal Executive Offices)

 

(Zip Code)

 

(763) 392-6200

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

 

LDWY

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On August 10, 2023, Lendway, Inc. issued a press release announcing the Company’s financial results for the three and six months ended June 30, 2023.

 

A copy of the press release issued by the company is furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference.

 

The information contained in this Current Report is furnished and not deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

Method of Filing

99.1

 

Press Release, dated August 10, 2023

 

Filed Electronically

104

 

Cover Page Interactive Data File

 

 

 

 
2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

LENDWAY, INC.

 

 

 

 

Date: August 10, 2023

By:

/s/ Zackery A. Weber

 

 

Zackery A. Weber

 

 

Vice President of Finance

 

 

 
3

 

EXHIBIT 99.1

 

Contact:

 

Lendway, Inc.

Randy Uglem, CEO

(763) 392-6200

 

 

FOR IMMEDIATE RELEASE

 

LENDWAY, INC. ANNOUNCES

SECOND QUARTER 2023 FINANCIAL RESULTS

 

MINNEAPOLIS, MN August 10, 2023 Lendway, Inc. (Nasdaq: LDWY) (“Lendway”) today reported financial results for the second quarter ended June 30, 2023 (“Q2”). To better reflect its focus on non-bank lending, Lendway (formerly Insignia Systems, Inc.) changed its name and reincorporated in Delaware effective August 4, 2023. As part of the name change, our common stock now trades under the symbol “LDWY” on The Nasdaq Stock Market, LLC.

 

In April 2023, we announced the launch of our non-bank lending business, through the hiring of Randy Uglem, who has over 20 years of experience in credit and lending, as our Senior Vice President of Lending.  With Randy’s promotion to President and CEO on August 4, 2023, Lendway is dedicated to building a scalable non-bank lending business to purchase existing loans or originate and fund new loans, all of which will be secured by collateral.

 

As previously announced, on August 3, 2023, Lendway sold to an affiliate of Park Printing, Inc. certain assets and certain liabilities relating to its business of providing in-store advertising solutions to brands, retailers, shopper marketing agencies and brokerages for a cash purchase price of $3.5 million. Lendway retained accounts receivable, as well as cash, cash equivalents and marketable securities. The purchase price is subject to a post-closing adjustment depending on the net balance of (i) cash received by Lendway for programs that remained unexecuted as of the date of closing, minus (ii) the payments made by Lendway to vendors for unexecuted programs. The Company received significant cash payments between July 1 and August 3, 2023 for unexecuted programs, which the Company will retain, but which will reduce the purchase price.  In connection with the sale, the Company incurred approximately $350,000 of transaction-related costs that had not previously been expensed.  The Company also incurred approximately $1,850,000 of transaction-related severance, other separation benefits and other compensation incentives in connection with the termination of certain officers and employees of the Company.

 

Lendway’s President and CEO, Randy Uglem, commented, “We begin a new chapter for our Company with a fully dedicated focus on building a non-bank lending business after the successful completion of the sale of our in-store marketing business.”

 

Overview

 

·

Q2 2023 net sales from the in-store marketing business that was sold in August increased 90.9% to $6.2 million from $3.3 million in Q2 2022.

 

·

Q2 2023 operating loss was $167,000 compared to operating loss of $1.1 million in Q2 2022.

 

·

Q2 2023 net loss was $36,000, or $0.02 per basic and diluted share, compared to a net loss of $1.1 million, or $0.61 per basic and diluted share in Q2 2022.

 

·

At June 30, 2023, cash and cash equivalents and restricted cash were $11.5 million and working capital was $15.0 million.

 

 

 

  

The operations of the in-store marketing business will be presented as a discontinued operation beginning with the Quarterly Report on Form 10-Q for the three months ended September 30, 2023, the quarter in which the sale first met the criteria as a discontinued operation. The in-store marketing business accounted for all of the net sales and gross profit in Q2. As we seek to grow our non-bank lending business, we anticipate minimal revenue and to have losses from continuing operations for the remainder of the year.

 

We are building a scalable non-bank lending business to purchase existing loans or originate and fund new loans, all of which will be secured by collateral (individually or collectively, the “Secured Loans”).  Initially, we intend to focus on loans secured by real estate, primarily for agricultural purposes. We expect to expand our product offerings over time as we identify needs and opportunities in the marketplace for loans generally. Our plan, therefore, is to build a portfolio of well-secured loans, with a portion of the credit risk being participated to third parties in most cases, to maintain a low net loss experience and to charge fully compensatory rates and fees.

 

Mr. Uglem, further commented, “The Company’s board of directors and I want to thank my predecessor, President and CEO, Kristine Glancy, for building the in-store marketing business and her successful efforts in leading the sale process for that business. We wish Kristine well in her future endeavors.”

 

As previously announced, Lendway continues to explore other strategic options to maximize shareholder value. Potential strategic alternatives that may be evaluated include, but are not limited to, an acquisition, merger, business combination, in-licensing, start-up of other new businesses, or other strategic initiatives. There can be no assurance that this process will result in any transaction or other initiatives, and the Company has no further updates at this stage. Chardan continues to be engaged to act as Lendway’s strategic financial advisor to assist the Company in this review process.

 

About Lendway, Inc.

Lendway, Inc. is focused on building a scalable non-bank lending business to purchase existing loans and/or originate and fund new loans.

For additional information, contact (800) 874-4648, or visit our website at www.lendway.com

Investor inquiries can be submitted to [email protected].

 

Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

 

Statements in this press release 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. The words “anticipate,” “continue,” “expect,” “plan,” “remain,” “will” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these or any forward-looking statements, which speak only as of the date of this press release. Statements made in this press release regarding, for instance, the ongoing exploration of strategic alternatives, future revenues, building and operating the non-bank lending business, final proceeds from the asset sale, allocations of resources, and the benefits of new relationships, are 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. As such, actual results may differ materially from the results or performance expressed or implied by such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 and additional risks, if any, identified in our 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 Lendway's filings with the SEC. Lendway assumes no responsibility to update the forward-looking statements contained in this press release or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.

 

 

 

 

Lendway, Inc.

(formerly Insignia Systems, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$ 6,211,000

 

 

$ 3,254,000

 

 

$ 19,042,000

 

 

$ 9,402,000

 

Cost of sales

 

 

4,588,000

 

 

 

2,838,000

 

 

 

14,499,000

 

 

 

7,706,000

 

Gross profit

 

 

1,623,000

 

 

 

416,000

 

 

 

4,543,000

 

 

 

1,696,000

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

 

361,000

 

 

 

290,000

 

 

 

725,000

 

 

 

632,000

 

Marketing

 

 

300,000

 

 

 

279,000

 

 

 

596,000

 

 

 

538,000

 

General and administrative

 

 

1,129,000

 

 

 

948,000

 

 

 

1,850,000

 

 

 

1,554,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

(167,000 )

 

 

(1,101,000 )

 

 

1,372,000

 

 

 

(1,028,000 )

Interest income

 

 

135,000

 

 

 

31,000

 

 

 

247,000

 

 

 

28,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before taxes

 

 

(32,000 )

 

 

(1,070,000 )

 

 

1,619,000

 

 

 

(1,000,000 )

Income tax expense

 

 

4,000

 

 

 

14,000

 

 

 

7,000

 

 

 

22,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,000 )

 

$

(1,084,000 )

 

$

1,612,000

 

 

$

(1,022,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ (0.02 )

 

$ (0.61 )

 

$ 0.90

 

 

$ (0.57 )

Diluted

 

$ (0.02 )

 

$ (0.61 )

 

$ 0.89

 

 

$ (0.57 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in calculation of net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

1,798,000

 

 

 

1,788,000

 

 

 

1,798,000

 

 

 

1,787,000

 

Diluted

 

 

1,798,000

 

 

 

1,788,000

 

 

 

1,802,000

 

 

 

1,787,000

 

 

Note: The in-store marketing business accounted for all of the net sales and gross profit for the six months ended June 30, 2023, and its results will be presented as a discontinued operation beginning with the three months ending September 30, 2023.

 

SELECTED BALANCE SHEET DATA

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Cash and cash equivalents and restricted cash

 

$ 11,504,000

 

 

$ 14,524,000

 

Working capital

 

 

15,031,000

 

 

 

13,379,000

 

Total assets

 

 

19,760,000

 

 

 

20,968,000

 

Total liabilities

 

 

4,703,000

 

 

 

7,567,000

 

Shareholders' equity

 

 

15,057,000

 

 

 

13,401,000

 

 

 

 

 

 

 

 

 

 

Working capital represents current assets less current liabilities.