Bloomia Holdings, Inc 10-Q, filed Aug 19, 2024

Bloomia Holdings, Inc. (TULP)

10-Q 2024-08-19 For: 2024-06-30

Added on April 11, 2026

About this 10-Q

Bloomia Holdings, Inc filed this 10-Q on August 19, 2024, covering the quarter ended June 30, 2024.

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $16.78M; compared with $0 a year earlier
Net loss: $817K; compared with a net loss of $36K a year earlier
Diluted EPS: -$0.42; compared with -$0.02 a year earlier

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	June 30,
	2024
Operating lease right-of-use assets, net	$	32,973,000

Current portion of operating lease obligations		823,000
Operating lease obligations, net of current portion		32,419,000
Total operating lease liabilities	$	33,242,000

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 – June 30, 2024 (unaudited) and December 31, 2023	3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) – Three and six months ended June 30, 2024 and 2023 (unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Equity – Three and six months ended June 30, 2024 and 2023 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows – Six months ended June 30, 2024 and 2023 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements – (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	31

PART II.	OTHER INFORMATION	32

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

Lendway, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
Values are rounded to the nearest thousand dollar and thousand share

	June 30,
	2024			December 31,
	(Unaudited)			2023
Assets
Current assets:
Cash and cash equivalents	$	1,721,000		$	16,077,000
Accounts receivable, net		3,306,000			-
Receivable from escrow account		200,000			200,000
Inventories, net		6,973,000			-
Prepaid expenses and other current assets		1,300,000			52,000
Note receivable		250,000			-
Other current assets related to discontinued operations		-			292,000
Total current assets		13,750,000			16,621,000
Property and equipment, net		11,423,000			35,000
Equity-method investment		167,000			-
Goodwill		10,172,000			-
Intangible assets, net		26,331,000			-
Operating lease right-of-use assets		33,679,000			7,000
Finance lease right-of-use assets		19,000			-
Long-term receivable		357,000			-
Other assets		-			10,000
Total assets	$	95,898,000		$	16,673,000

Liabilities and Stockholders' equity
Current liabilities:
Accounts payable	$	2,177,000		$	32,000
Accrued compensation		521,000			635,000
Accrued expenses and other current liabilities		2,092,000			168,000
Current portion of operating lease liabilities		997,000			4,000
Current portion of finance lease liabilities		14,000			-
Current portion of debt		1,800,000			-
Current liabilities related to discontinued operations		84,000			257,000
Total current liabilities		7,685,000			1,096,000

Long-term liabilities:
Accrued income taxes		-			42,000
Operating lease liabilities, net of current portion		32,974,000			3,000
Finance lease liabilities, net of current portion		5,000			-
Long-term debt, net		29,616,000			-
Deferred tax liabilities, net		9,117,000			-
Total Long-term liabilities		71,712,000			45,000

Commitments and contingencies (Note 12)

Stockholders' equity
Common stock, par value $0.01:
Authorized shares - 5,714,000
Issued and outstanding shares - 1,770,000 at June 30, 2024 and 1,743,000 at December 31, 2023		17,000			17,000
Additional paid-in capital		16,190,000			16,176,000
Accumulated other comprehensive income		37,000			-
Accumulated deficit		(2,447,000	)		(661,000	)
Total stockholders' equity attributable to Lendway, Inc.		13,797,000			15,532,000
Equity from noncontrolling interest		2,704,000			-
Total Stockholders' equity		16,501,000			15,532,000
Total Liabilities and Stockholders' equity	$	95,898,000		$	16,673,000

See accompanying notes to the condensed consolidated financial statements.

Lendway, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30						June 30
	2024			2023			2024			2023
Revenue, net	$	16,780,000		$	-		$	24,813,000		$	-
Cost of goods sold		12,803,000			-			18,942,000			-
Gross profit		3,977,000			-			5,871,000			-
Sales, general and administrative expenses		4,095,000			557,000			7,483,000			1,185,000
Operating income (loss)		(118,000	)		(557,000	)		(1,612,000	)		(1,185,000	)
Foreign exchange difference, net		9,000			-			(36,000	)		-
Interest expense (income), net		964,000			(135,000	)		1,189,000			(238,000	)
Other expenses, net		(9,000	)		-			-			-
Loss from continuing operations before income taxes		(1,082,000	)		(422,000	)		(2,765,000	)		(947,000	)
Income tax (benefit) expense		(201,000	)		4,000			(548,000	)		7,000
Net loss from continuing operations		(881,000	)		(426,000	)		(2,217,000	)		(954,000	)
Income from discontinued operations, net of tax		64,000			390,000			136,000			2,566,000
Net (loss) income including noncontrolling interest		(817,000	)		(36,000	)		(2,081,000	)		1,612,000
Less: Net (loss) income attributable to noncontrolling interest		(72,000	)		-			(295,000	)		-
Net (loss) income attributable to Lendway, Inc.		(745,000	)		(36,000	)		(1,786,000	)		1,612,000
Net (loss) income including noncontrolling interest	$	(817,000	)	$	(36,000	)	$	(2,081,000	)	$	1,612,000
Other comprehensive income (foreign currency translation)		43,000			-			46,000			-
Comprehensive (loss) income including noncontrolling interest		(702,000	)		(36,000	)		(1,740,000	)		1,612,000
Less: Comprehensive (loss) income attributable to noncontrolling interest		8,000			-			9,000			-
Comprehensive (loss) income attributable to Lendway, Inc.	$	(710,000	)	$	(36,000	)	$	(1,749,000	)	$	1,612,000

Net (loss) income per basic share attributable to Lendway, Inc.:
Continuing operations	$	(0.46	)	$	(0.24	)	$	(1.09	)	$	(0.53	)
Discontinued operations		0.04			0.22			0.08			1.43
Basic earnings per share	$	(0.42	)	$	(0.02	)	$	(1.01	)	$	0.90

Net (loss) income per diluted share attributable to Lendway, Inc.:
Continuing operations	$	(0.46	)	$	(0.24	)	$	(1.09	)	$	(0.53	)
Discontinued operations		0.04			0.22			0.08			1.42
Diluted earnings per share	$	(0.42	)	$	(0.02	)	$	(1.01	)	$	0.89

Shares used in calculation of net (loss) income per share:
Basic		1,770,000			1,798,000			1,770,000			1,798,000
Diluted		1,770,000			1,798,000			1,770,000			1,802,000

See accompanying notes to the condensed consolidated financial statements.

Lendway, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)

					Additional			Accumulated Other					Total Lendway						Total
	Common Stock				Paid-In			Comprehensive		Accumulated			Stockholders'			Noncontrolling			Stockholders'
	Shares		Amount		Capital			Income		Deficit			Equity			Interest			Equity
BALANCE DECEMBER 31, 2023		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		-		-		-			-		(1,041,000	)		(1,041,000	)		(223,000	)		(1,264,000	)
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		(1,702,000	)		14,495,000			2,767,000			17,262,000
Issuance of restricted stock awards		27,000		270		(270	)		-		-			-			-			-
Value of stock-based compensation		-		-		13,000			-		-			13,000			-			13,000
Net loss		-		-		-			-		(745,000	)		(745,000	)		(72,000	)		(817,000	)
Other comprehensive income		-		-		-			34,000		-			34,000			9,000			43,000
BALANCE JUNE 30, 2024		1,770,000	$	17,000	$	16,190,000		$	37,000	$	(2,447,000	)	$	13,806,000		$	2,704,000		$	16,501,000

BALANCE DECEMBER 31, 2022		1,797,000		18,000		16,458,000			-		(3,075,000	)		13,401,000			-			13,401,000
Issuance of common stock, net		1,000		-		8,000			-		-			8,000			-			8,000
Value of stock-based compensation		-		-		22,000			-		-			22,000			-			22,000
Net income		-		-		-			-		1,648,000			1,648,000			-			1,648,000
BALANCE MARCH 31, 2023		1,798,000		18,000		16,488,000			-		(1,427,000	)		15,079,000			-			15,079,000
Issuance of common stock, net		-		-		-			-		-			-			-
Value of stock-based compensation		-		-		14,000			-		-			14,000			-			14,000
Net loss		-		-		-			-		(36,000	)		(36,000	)		-			(36,000	)
BALANCE AT JUNE 30, 2023		1,798,000	$	18,000	$	16,502,000		$	-	$	(1,463,000	)	$	15,057,000		$	-		$	15,057,000

Lendway, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		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

	·	Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

	·	Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

	·	Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

	·	Identify the contract or contracts, with a customer;
	·	Identify the performance obligations in the contract;
	·	Determine the transaction price;
	·	Allocate the transaction price to performance obligations in the contract; and
	·	Recognize revenue when or as the Company satisfies a performance obligation.

	Three Months Ended		Six Months Ended
	June 30, 2024		June 30, 2024
Supermarket	$	15,406,000	$	23,015,000
Wholesaler		931,000		1,286,000
Other		443,000		512,000
	$	16,780,000	$	24,813,000

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	$	739,000
Accounts receivable		3,430,000
Inventories		13,040,000
Prepaid and other		1,773,000
Property and equipment		11,453,000
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		1,094,000
Total assets acquired		92,877,000

Accounts payable		2,064,000
Accrued expenses		3,024,000
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		10,290,000
Total liabilities assumed		49,689,000
Net identifiable assets acquired		43,188,000
Goodwill		10,172,000
Total consideration transferred	$	53,360,000

	June 30, 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		63,000		169,000
Other accrued liabilities		21,000		81,000
Current liabilities related to discontinued operations	$	84,000	$	257,000

	Three Months Ended		Six Months Ended
	June 30, 2023		June 30, 2023
Net service revenues	$	6,211,000	$	19,042,000
Cost of services		4,588,000		14,499,000
Gross Profit		1,623,000		4,543,000

Operating Expenses:
Selling		361,000		725,000
Marketing		300,000		596,000
General and administrative		572,000		665,000
Total Operating Expenses		1,233,000		1,986,000
Operating (Loss) Income	$	390,000	$	2,557,000

Other Income		-		9,000

Income from discontinued operations before income taxes		390,000		2,566,000
Income tax benefit		-		-
Income from discontinued operations, net of tax	$	390,000	$	2,566,000

	June 30, 2024

Finished goods	$	491,000
Work-in-process	$	1,331,000
Raw Materials and packaging supplies	$	5,152,000
Total		6,973,000

Machinery and equipment	$	11,045,000
Leasehold improvements		113,000
Bushes		489,000
Vehicles		575,000
Furniture and fixtures		218,000
Property and equipment, gross		12,440,000
Less: accumulated depreciation		(1,017,000	)
Property and equipment, net	$	11,423,000

Balance as of January 1, 2024	$	-
Goodwill resulting from the Bloomia Acquisition		10,122,000
Measurement period adjustment		50,000
Balance as of June 30, 2024	$	10,172,000

	Cross Carrying		Useful Life		Accumulated		Net Carrying
	Amount		(Years)		Amortization		Amount
Tradename	$	8,570,000	Indefinite		$	-	$	8,570,000
Customer relationships		18,300,000		12		539,000		17,761,000
	$	26,870,000			$	539,000	$	26,331,000

	June 30, 2024
Remainder of 2024	$	763,000
2025		1,525,000
2026		1,525,000
2027		1,525,000
2028		1,525,000
Thereafter		10,898,000
Total	$	17,761,000

	June 30, 2024
Credit Agreement - term loan	$	17,550,000
Notes payable		12,750,000
Credit Agreement - revolving credit facility		935,000
Paid in kind interest		536,000
	$	31,771,000

Less: unamortized debt issuance costs	$	(355,000	)

Total debt	$	31,416,000

Less current maturities	$	(1,800,000	)

Long term debt, net of current maturities	$	29,616,000

Remainder of 2024	$	900,000
2025	$	1,800,000
2026	$	1,800,000
2027	$	1,800,000
2028	$	1,800,000
2029	$	23,671,000
	$	31,771,000

	June 30,
	2024
Weighted average remaining lease term (years)
Finance leases		1.35
Operating leases		14.36
Weighted average discount rate applied
Finance leases		3.95	%
Operating leases		8.22	%

	Three months ended June 30, 2024		Six months ended June 30, 2024
Operating lease expense:
Operating lease cost	$	1,055,000	$	1,504,000
Short-term and variable lease cost		258,000		344,000
Finance lease expense:
Finance lease cost - depreciation		3,000		3,000
Total lease expense	$	1,316,000	$	1,851,000

	Three months ended June 30, 2023		Six months ended June 30, 2023
Operating lease expense:
Operating lease cost	$	10,000	$	25,000
Short-term and variable lease cost		12,000		20,000
Total lease expense	$	22,000	$	45,000

Lease expense from discontinued operations	$	22,000	$	45,000

	Three months ended June 30, 2024		Six months ended June 30, 2024
Operating cash flows from operating leases	$	909,000	$	1,228,000
Financing cash flows from finance leases		3,000		3,000
Leased assets obtained in exchange for operating lease liabilities		-		34,289,000
Leased assets obtained in exchange for finance lease liabilities		-		22,000

Year ending December 31,	Operating Leases			Finance Leases
remainder of 2024	$	1,843,000		$	9,000
2025		3,758,000			11,000
2026		3,833,000			-
2027		3,909,000			-
2028		3,806,000			-
2029		3,827,000			-
Thereafter		38,081,000			-
Total Lease Payments		59,057,000			20,000

Less discount to PV		(25,086,000	)		(1,000	)
Liability balance	$	33,971,000		$	19,000

	Three Months Ended						Six Months Ended
	June 30						June 30
	2024			2023			2024			2023
Revenue, net	$	16,780,000		$	-		$	24,813,000		$	-
Cost of goods sold		12,803,000			-			18,942,000			-
Gross profit		3,977,000			-			5,871,000			-
Gross profit as a percent of sales		23.7	%	NA				23.7	%	NA

Sales, general and administrative expenses		4,095,000			557,000			7,483,000			1,185,000
Operating income (loss)		(118,000	)		(557,000	)		(1,612,000	)		(1,185,000	)
Operating loss as a percent of sales		-0.7	%	NA				-6.5	%	NA

Foreign exchange difference, net		9,000			-			(36,000	)		-
Interest expense (income), net		964,000			(135,000	)		1,189,000			(238,000	)
Other expenses, net		(9,000	)		-			-			-
Loss from continuing operations before income taxes		(1,082,000	)		(422,000	)		(2,765,000	)		(947,000	)
Income tax (benefit) expense		(213,000	)		4,000			(548,000	)		7,000
Net loss from continuing operations		(869,000	)		(426,000	)		(2,217,000	)		(954,000	)
Income from discontinued operations, net of tax		64,000			390,000			136,000			2,566,000
Net (loss) income including noncontrolling interest		(805,000	)		(36,000	)		(2,081,000	)		1,612,000
Less: Net (loss) income attributable to noncontrolling interest		(70,000	)		-			(295,000	)		-
Net (loss) income attributable to Lendway, Inc.	$	(735,000	)	$	(36,000	)	$	(1,786,000	)	$	1,612,000

Exhibit Number	Description	Incorporated by Reference To

2.1*	Asset Purchase Agreement dated May 24, 2023	Exhibit 2.1 to Current Report 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 Current Report filed February 26, 2024

3.1	Certificate of Incorporation	Exhibit 3.1 to Current Report filed August 9, 2023

3.2	Bylaws	Exhibit 3.2 to Current Report filed August 9, 2023

10.1**	Consulting Agreement with Zackery Weber dated June 3, 2024	Filed Electronically

10.2**	Employment Agreement with Mark R. Jundt	Exhibit 10.1 to Form 8-K filed June 11, 2024

10.3**	Employment Agreement with Daniel C. Philp	Exhibit 10.2 to Form 8-K filed June 11, 2024

10.4	Form of Restricted Stock Award Agreement for Directors under 2018 Equity Incentive Plan	Filed Electronically

10.5	Delayed Draw Term Note payable to Air T Inc. dated August 15, 2024	Filed Electronically

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

31.2	Certification of Principal Financial and Accounting Officer	Filed Electronically

32	Section 1350 Certifications	Furnished Electronically

101	The following materials from Lendway, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, 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; and (v) Notes to Condensed Consolidated Financial Statements	Filed Electronically

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

*	Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

**	Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K.

	LENDWAY, INC.
	(Registrant)

Dated: August 16, 2024	/s/ Mark R. Jundt
	Mark R. Jundt
	Co-Chief Executive Officer
	(on behalf of registrant)

Dated: August 16, 2024	/s/ Daniel C. Philp
	Daniel C. Philp
	Co-Chief Executive Officer
	(on behalf of registrant)

Dated: August 16, 2024	/s/ Elizabeth E. McShane
	Elizabeth E. McShane
	Chief Financial Officer
	(principal financial and accounting officer)

PARTICIPANT	LENDWAY, INC. (f/k/a Insignia Systems, Inc.)

/s/ Daniel C. Philp	By:	/s/ Randy D. Uglem
Daniel C. Philp		Randy Uglem
		Title: President and CEO

	LENDWAY, INC., as Borrower

	By:	/s/ Elizabeth E. McShane
	Name:	Elizabeth E. McShane
	Title:	Chief Financial Officer