TULP 10-Q

Bloomia Holdings, Inc. (TULP)

10-Q 2025-05-13 For: 2025-03-31

View Original

Added on April 11, 2026


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	4

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets – March 31, 2025 (unaudited) and December 31, 2024	4

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) – Three months ended March 31, 2025 and 2024 (unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity – Three months ended March 31, 2025 and 2024 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2025 and 2024 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements – (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Controls and Procedures	24

PART II.	OTHER INFORMATION	25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26


	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,308,000	$	1,759,000
Accounts receivable - net of allowances for credit losses of $89 and $137, respectively		4,475,000		2,243,000
Inventories		11,922,000		13,370,000
Prepaid expenses and other current assets		2,101,000		1,466,000
Total current assets		19,806,000		18,838,000
Property and equipment, net		11,459,000		11,316,000
Equity-method investment		191,000		191,000
Goodwill		10,860,000		10,705,000
Intangible assets, net		25,187,000		25,568,000
Operating lease right-of-use assets		32,590,000		32,942,000
Finance lease right-of-use assets		61,000		65,000
Long-term receivable		360,000		360,000
Total assets	$	100,514,000	$	99,985,000
Liabilities and Stockholders’ equity
Current liabilities:
Accounts payable	$	4,133,000	$	3,019,000
Accrued compensation		598,000		490,000
Accrued expenses and other current liabilities		1,841,000		1,361,000
Current portion of operating lease liabilities		1,115,000		1,068,000
Current portion of finance lease liabilities		18,000		21,000
Current portion of debt		2,313,000		1,820,000
Related party note payable		3,491,000		—
Current liabilities related to discontinued operations		23,000		33,000
Total current liabilities		13,532,000		7,812,000
Long-term liabilities:
Operating lease liabilities, net of current portion		32,134,000		32,416,000
Finance lease liabilities, net of current portion		43,000		44,000
Long-term debt, net		34,665,000		36,608,000
Related party note payable		—		3,569,000
Deferred tax liabilities, net		7,572,000		7,642,000
Total Long-term liabilities		74,414,000		80,279,000
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock, par value $0.01:
Authorized shares - 5,714,000
Issued and outstanding shares - 1,770,000 and 1,770,000 at March 31, 2025 and December 31, 2024, respectively		17,000		17,000
Additional paid-in capital		16,261,000		16,236,000
Accumulated other comprehensive income (loss)		9,000		(9,000)
Accumulated deficit		(5,955,000)		(6,404,000)
Total stockholders’ equity attributable to Lendway, Inc.		10,332,000		9,840,000
Equity from noncontrolling interest		2,236,000		2,054,000
Total Stockholders’ equity		12,568,000		11,894,000
Total Liabilities and Stockholders’ equity	$	100,514,000	$	99,985,000


	Three Months Ended
	March 31,
	2025		2024
Revenue, net	$	12,443,000	$	8,033,000
Cost of goods sold		8,554,000		6,289,000
Gross profit		3,889,000		1,744,000
Sales, general and administrative expenses		2,457,000		3,388,000
Operating income (loss)		1,432,000		(1,644,000)
Foreign exchange gain		(335,000)		(45,000)
Interest expense, net		970,000		225,000
Other expense, net		24,000		9,000
Income (loss) from continuing operations before income taxes		773,000		(1,833,000)
Income tax expense (benefit)		156,000		(347,000)
Net income (loss) from continuing operations		617,000		(1,486,000)
Income from discontinued operations, net of tax		10,000		72,000
Net income (loss) including noncontrolling interest		627,000		(1,414,000)
Less: Net income (loss) attributable to noncontrolling interest		178,000		(251,000)
Net income (loss) attributable to Lendway, Inc.		449,000		(1,163,000)
Other comprehensive income (foreign currency translation)		22,000		3,000
Less: Comprehensive income attributable to noncontrolling interest		4,000		—
Comprehensive income (loss) attributable to Lendway, Inc.	$	467,000	$	(1,160,000)
Net income (loss) per basic and diluted share attributable to Lendway, Inc.:
Continuing operations	$	0.25	$	(0.71)
Discontinued operations		0.01		0.04
Basic and diluted earnings per share	$	0.25	$	(0.67)
Weighted average shares used in calculation of net income (loss) per share:
Basic and diluted		1,770,000		1,743,000


						Accumulated
				Additional		Other				Total Lendway				Total
	Common Stock			Paid-In		Comprehensive		Accumulated		Stockholders’		Noncontrolling		Stockholders’
	Shares	Amount		Capital		(Loss) Income		Deficit		Equity		Interest		Equity
BALANCE DECEMBER 31, 2024 (Audited)	1,770,000	$	17,000	$	16,236,000	$	(9,000)	$	(6,404,000)	$	9,840,000	$	2,054,000	$	11,894,000
Value of stock-based compensation	—		—		25,000		—		—		25,000		—		25,000
Net income	—		—		—		—		449,000		449,000		178,000		627,000
Other comprehensive income	—		—		—		18,000		—		18,000		4,000		22,000
BALANCE MARCH 31, 2025	1,770,000	$	17,000	$	16,261,000	$	9,000	$	(5,955,000)	$	10,332,000	$	2,236,000	$	12,568,000
															—
BALANCE DECEMBER 31, 2023 (Audited)	1,743,000	$	17,000	$	16,176,000	$	—	$	(661,000)	$	15,532,000	$	—	$	15,532,000
Value of stock-based compensation	—		—		1,000		—		—		1,000		—		1,000
Net loss	—		—		—		—		(1,163,000)		(1,163,000)		(251,000)		(1,414,000)
Other comprehensive income	—		—		—		3,000		—		3,000		—		3,000
Issuance of noncontrolling interests in acquisition	—		—		—		—		—		—		2,990,000		2,990,000
BALANCE MARCH 31, 2024	1,743,000	$	17,000	$	16,177,000	$	3,000	$	(1,824,000)	$	14,373,000	$	2,739,000	$	17,112,000


Three Months Ended March 31,	2025		2024
Operating Activities
Net income (loss) including noncontrolling interest	$	627,000	$	(1,414,000)
Adjustments to reconcile net income (loss) including noncontrolling interest to net cash provided by operating activities:
Depreciation and amortization		835,000		300,000
Amortization of deferred financing costs		26,000		12,000
Provision for credit loss		16,000		—
Stock-based compensation expense		25,000		1,000
Noncash paid in kind interest expense		477,000		—
Noncash operating lease expense		116,000		143,000
Deferred income taxes		(70,000)		(505,000)
Other non-cash items		(145,000)		—
Increase (decrease) in cash resulting from changes in, net of acquisition:
Accounts receivable, net		(2,248,000)		(1,635,000)
Inventories		1,081,000		3,322,000
Prepaid expenses and other current assets		(641,000)		(887,000)
Accounts payable		1,064,000		263,000
Accrued compensation		108,000		(645,000)
Accrued expenses and other current liabilities		466,000		2,429,000
Net cash provided by operating activities of continuing operations		1,737,000		1,384,000
Net cash provided by operating activities of discontinued operations		—		86,000
Net cash provided by operating activities		1,737,000		1,470,000
Investing Activities
Purchases of property and equipment		(68,000)		(230,000)
Acquisition of Bloomia, net of cash acquired		—		(34,178,000)
Receipts of note receivable		—		36,000
Net cash used in investing activities		(68,000)		(34,372,000)
Financing Activities
Proceeds from term loan		—		18,000,000
Proceeds from revolving debt		—		6,000,000
Proceeds from related party note		250,000		—
Repayments of seller note		—		(1,650,000)
Repayments of related party note		(400,000)		—
Repayments of revolving debt		(1,961,000)		—
Repayments of long-term debt		(15,000)		—
Principal payments on finance lease liabilities		(6,000)		(2,000)
Payment of financing costs		—		(513,000)
Net cash (used in) provided by financing activities		(2,132,000)		21,835,000
Effect of exchange rate changes		12,000		3,000
Net decrease in cash and cash equivalents		(451,000)		(11,064,000)
Cash and cash equivalents, beginning of period		1,759,000		16,077,000
Cash and cash equivalents, end of period	$	1,308,000	$	5,013,000
Supplemental cash flow information
Cash paid for interest	$	341,000	$	46,000
Cash paid for income taxes	$	104,000	$	—
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 accounts payable	$	50,000	$	—


Balance as of December 31, 2024	$	137,000
Provision for credit loss		16,000
Write-offs		(39,000)
Other adjustments		(25,000)
Balance as of March 31, 2025	$	89,000


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


	Three Months Ended
	March 31, 2024
Revenue, net	$	14,173,000
Net income attributable to Lendway		2,377,000


	March 31, 2025		December 31, 2024
Finished goods	$	974,000	$	165,000
Work-in-process		4,285,000		2,235,000
Raw materials and packaging supplies		6,663,000		10,970,000
Inventories	$	11,922,000	$	13,370,000


	March 31, 2025		December 31, 2024
Machinery and equipment	$	11,730,000	$	11,129,000
Leasehold improvements		351,000		344,000
Bushes		489,000		489,000
Vehicles		401,000		396,000
Furniture and fixtures		206,000		204,000
Construction in progress		240,000		240,000
Property and equipment, gross		13,417,000		12,802,000
Less: accumulated depreciation		(1,958,000)		(1,486,000)
Property and equipment, net	$	11,459,000	$	11,316,000


Balance as of December 31, 2024	$	10,705,000
Measurement period adjustment		145,000
Other - Foreign currency translation		10,000
Balance as of March 31, 2025	$	10,860,000


	Carrying		Useful Life	Accumulated		Net Carrying
	Amount		(Years)	Amortization		Amount
Tradename	$	8,570,000	Indefinite	$	—	$	8,570,000
Customer relationships		18,300,000	12		1,683,000		16,617,000
	$	26,870,000		$	1,683,000	$	25,187,000



Remainder of 2025	$	381,000
2026		1,525,000
2027		1,525,000
2028		1,525,000
2029		1,525,000
Thereafter		10,136,000
Total	$	16,617,000


Remainder of 2025	$	915,000
2026		1,864,000
2027		1,856,000
2028		1,824,000
2029		30,861,000
Thereafter		43,000
	$	37,363,000


	March 31, 2025		December 31, 2024
Weighted average remaining lease term (years)
Finance leases	4.1		4.2
Operating leases	13.6		13.9
Weighted average discount rate applied
Finance leases	5.5	%	5.5	%
Operating leases	8.2	%	8.2	%


	Operating Leases		Finance Leases
Remainder of 2025	$	941,000	$	7,000
2026		3,798,000		17,000
2027		3,872,000		14,000
2028		3,877,000		14,000
2029		3,799,000		14,000
Thereafter		39,995,000		2,000
Total lease payments		56,282,000		68,000
Less discount to present value		(23,033,000)		(7,000)
Lease liability balance	$	33,249,000	$	61,000


	March 31, 2025		December 31, 2024
Credit Agreement - term loan	$	16,650,000	$	16,650,000
Notes payable		12,750,000		12,750,000
Credit Agreement - revolving credit facility		6,000,000		7,961,000
Paid in-kind interest (PIK)		1,735,000		1,331,000
Machinery financing loans		228,000		141,000
	$	37,363,000	$	38,833,000
Less: unamortized debt issuance costs		(292,000)		(312,000)
Total debt	$	37,071,000	$	38,521,000
PIK included in accrued expenses and other current liabilities		(93,000)		(93,000)
Less current maturities		(2,313,000)		(1,820,000)
Long-term debt, net of current maturities	$	34,665,000	$	36,608,000


Exhibit Number	Description	Incorporated by Reference To

2.1*	Asset Purchase Agreement dated May 24, 2023	Exhibit 2.1 to Form 8-K filed May 25, 2023

2.2*	Agreement for the Sale and Purchase of Shares, dated February 21, 2024, by and among Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V., Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers and the Company	Exhibit 2.1 to Form 8-K filed February 26, 2024

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

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

31.2	Certification of Principal Accounting 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 March 31, 2025, formatted in inline XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (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: May 13, 2025		/s/ Elizabeth E. McShane
		Elizabeth E. McShane
		Chief Financial Officer
		(on behalf of registrant and as principal financial and accounting officer)