Bloomia Holdings, Inc 10-Q for FY2026 Q3

Bloomia Holdings, Inc. (TULP)

10-Q 2026-05-13 For: 2026-03-31

Added on May 16, 2026

About this 10-Q

Bloomia Holdings, Inc filed this 10-Q on May 13, 2026, covering the quarter ended March 31, 2026 (FY2026 Q3).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $14.44M; up 16.0% from $12.44M a year earlier
Net loss: $765K; compared with net income of $449K a year earlier
Diluted EPS: -$0.43; compared with $0.25 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		TULP		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 – March 31, 2026 (unaudited) and June 30, 2025	3

		Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income – Three and Nine Months Ended March 31, 2026 and 2025 (unaudited)	4

		Condensed Consolidated Statements of Stockholders’ Equity – Three and Nine Months Ended March 31, 2026 and 2025 (unaudited)	5

		Condensed Consolidated Statements of Cash Flows – Nine Months Ended March 31, 2026 and 2025 (unaudited)	6

		Notes to Condensed Consolidated Financial Statements – (unaudited)	7

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

Item 3.		Quantitative and Qualitative Disclosures about Market Risk	25

Item 4.		Controls and Procedures	26

PART II.		OTHER INFORMATION	27

Item 1.		Legal Proceedings	27

Item 1A.		Risk Factors	27

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.		Defaults upon Senior Securities	29

Item 4.		Mine Safety Disclosures	29

Item 5.		Other Information	29

Item 6.		Exhibits	30


	March 31, 2026		June 30, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	889,000	$	906,000
Accounts receivable - net of allowances for credit losses of $25,000 and $122,000, respectively		7,586,000		5,124,000
Inventories		11,593,000		6,697,000
Prepaid expenses and other current assets		2,961,000		2,122,000
Total current assets		23,029,000		14,849,000
Noncurrent assets
Property and equipment, net		10,482,000		11,433,000
Equity-method investment		220,000		216,000
Goodwill		11,099,000		11,128,000
Intangible assets, net		23,662,000		24,806,000
Operating lease right-of-use assets		33,135,000		34,128,000
Finance lease right-of-use assets		1,597,000		310,000
Long-term receivable		120,000		240,000
Other assets		—		814,000
Total noncurrent assets		80,315,000		83,075,000
Total assets	$	103,344,000	$	97,924,000
Liabilities and Stockholders’ equity
Current liabilities:
Accounts payable	$	4,355,000	$	1,748,000
Accrued compensation		496,000		385,000
Accrued expenses and other current liabilities		2,930,000		4,934,000
Current portion of operating lease liabilities		1,361,000		1,193,000
Current portion of finance lease liabilities		386,000		71,000
Current portion of debt		5,857,000		1,870,000
Related party note payable		2,848,000		3,559,000
Total current liabilities		18,233,000		13,760,000
Long-term liabilities:
Operating lease liabilities, net of current portion		32,895,000		33,709,000
Finance lease liabilities, net of current portion		1,275,000		254,000
Long-term debt, net		34,186,000		28,354,000
Related party notes payable		4,288,000		—
Deferred tax liabilities, net		4,646,000		7,010,000
Total long-term liabilities		77,290,000		69,327,000
Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock, par value $0.01:
Authorized shares - 10,000,000 at March 31, 2026 and 5,714,000 at June 30, 2025
Issued and outstanding shares - 1,773,000 at March 31, 2026 and 1,770,000 at June 30, 2025		17,000		17,000
Additional paid-in capital		16,326,000		16,278,000
Accumulated other comprehensive income		521,000		750,000
Accumulated deficit		(10,803,000)		(4,908,000)
Total stockholders’ equity attributable to Bloomia Holdings, Inc.		6,061,000		12,137,000
Equity from noncontrolling interest		1,760,000		2,700,000
Total Stockholders’ equity		7,821,000		14,837,000
Total Liabilities and Stockholders’ equity	$	103,344,000	$	97,924,000


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2026		2025		2026		2025
Revenue, net	$	14,436,000	$	12,443,000	$	26,328,000	$	25,263,000
Cost of goods sold		11,575,000		8,554,000		23,043,000		20,516,000
Gross profit		2,861,000		3,889,000		3,285,000		4,747,000
Sales, general and administrative expenses		2,881,000		2,457,000		8,637,000		8,553,000
Operating (loss) profit		(20,000)		1,432,000		(5,352,000)		(3,806,000)
Foreign currency transaction (gain) loss, net		(15,000)		(335,000)		191,000		(699,000)
Interest expense, net		1,134,000		970,000		3,043,000		2,750,000
Other expense (income), net		19,000		24,000		(17,000)		(32,000)
(Loss) income from continuing operations before income taxes		(1,158,000)		773,000		(8,569,000)		(5,825,000)
Income tax (benefit) expense		(405,000)		156,000		(1,787,000)		(1,625,000)
Net (loss) income from continuing operations		(753,000)		617,000		(6,782,000)		(4,200,000)
Income from discontinued operations, net of tax		—		10,000		—		98,000
Net (loss) income including noncontrolling interest		(753,000)		627,000		(6,782,000)		(4,102,000)
Less: Net income (loss) attributable to noncontrolling interest		12,000		178,000		(887,000)		(486,000)
Net (loss) income attributable to Bloomia Holdings, Inc.		(765,000)		449,000		(5,895,000)		(3,616,000)
Other comprehensive (loss) income (foreign currency translation)		(370,000)		22,000		(282,000)		(35,000)
Less: Comprehensive (loss) income attributable to noncontrolling interest		(69,000)		4,000		(53,000)		(7,000)
Comprehensive (loss) income attributable to Bloomia Holdings, Inc.	$	(1,066,000)	$	467,000	$	(6,124,000)	$	(3,644,000)
Net (loss) income per basic and diluted share attributable to Bloomia Holdings, Inc.:
Continuing operations	$	(0.43)	$	0.25	$	(3.33)	$	(2.10)
Discontinued operations		—		0.01		—		0.06
Basic and diluted earnings per share	$	(0.43)	$	0.25	$	(3.33)	$	(2.04)
Weighted average shares used in calculation of net (loss) income per share:
Basic and diluted		1,773,000		1,770,000		1,771,000		1,770,000


Nine Months Ended March 31,		2026			2025
Operating Activities
Net loss including noncontrolling interest		$	(6,782,000)		$	(4,102,000)
Adjustments to reconcile net loss including noncontrolling interest to net cash used in operating activities:
Depreciation and amortization			2,668,000			2,368,000
Amortization of deferred financing costs			78,000			82,000
Provision for credit loss (benefit) expense			(43,000)			124,000
Stock-based compensation expense			38,000			71,000
Noncash paid in-kind interest expense			1,606,000			1,341,000
Noncash operating lease expense			1,014,000			630,000
Deferred income taxes			(2,364,000)			(1,987,000)
Equity method investment income			(9,000)			(37,000)
Other non-cash items			—			(61,000)
Changes in operating assets and liabilities			(7,354,000)			(5,726,000)
Net cash used in operating activities			(11,148,000)			(7,297,000)
Investing Activities
Purchases of property and equipment			(292,000)			(737,000)
Receipts of escrow receivable			—			164,000
Net cash used in investing activities			(292,000)			(573,000)
Financing Activities
Proceeds from revolving debt			10,315,000			7,026,000
Proceeds from related party note			4,350,000			3,750,000
Repayments of term loan			(1,350,000)			(900,000)
Repayments of related party note			(1,200,000)			(400,000)
Repayments of revolving debt			(329,000)			(1,961,000)
Repayments of long-term debt			(51,000)			(15,000)
Principal payments on finance lease liabilities			(82,000)			(18,000)
Proceeds from issuances of common stock			10,000			—
Net cash provided by financing activities			11,663,000			7,482,000
Effect of exchange rate changes on cash			(240,000)			(25,000)
Net decrease in cash and cash equivalents			(17,000)			(413,000)
Cash and cash equivalents, beginning of period			906,000			1,721,000
Cash and cash equivalents, end of period		$	889,000		$	1,308,000
Supplemental cash flow information
Cash paid for interest		$	1,334,000		$	1,261,000
Cash paid for income taxes, net of tax refunds		$	36,000		$	158,000
Non-cash financing activities
Purchase of property and equipment included in accounts payable		$	85,000		$	50,000
Capitalized software included in accounts payable		$	51,000		$	—
Purchase of property and equipment included in debt		$	—		$	150,000


Balance as of June 30, 2025	$	11,128,000
Other - Foreign currency translation		(29,000)
Balance as of March 31, 2026	$	11,099,000



Remainder of 2026		$	382,000
2027			1,525,000
2028			1,525,000
2029			1,525,000
2030			1,525,000
Thereafter			8,610,000
Total		$	15,092,000


Remainder of 2026	$	4,454,000
2027		1,860,000
2028		1,826,000
2029		32,370,000
2030		29,000
Thereafter		17,000
	$	40,556,000


		March 31, 2026		June 30, 2025
Weighted average remaining lease term (years)
Finance leases		5.0		5.8
Operating leases		12.5		13.4
Weighted average discount rate applied
Finance leases		7.6	%	8.1	%
Operating leases		8.2	%	8.2	%


		Operating Leases			Finance Leases
Remainder of 2026		$	1,020,000		$	106,000
2027			4,116,000			425,000
2028			4,179,000			425,000
2029			4,232,000			399,000
2030			4,303,000			365,000
Thereafter			37,594,000			232,000
Total lease payments			55,444,000			1,952,000
Less discount to present value			(21,188,000)			(291,000)
Lease liability balance		$	34,256,000		$	1,661,000


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		Certificate of Amendment of Certificate of Incorporation		Exhibit 3.1 to Form 8-K filed November 20, 2025

3.3		Certificate of Amendment of Certificate of Incorporation		Exhibit 3.1 to Form 8-K filed January 30, 2026

3.4		Bylaws		Exhibit 3.2 to Form 8-K filed January 30, 2026

10.1		First Amendment to Bridge Loan Agreement, dated January 19, 2026, by and among Botman Bloembollen B.V., W.J. Jansen, H.J. Strengers, TULP 24.1, LLC, and Tulipa Acquisitie Holding B.V. dba Bloomia		Exhibit 10.1 to Form 8-K filed January 23, 2026

10.2		Second Amendment to Bridge Loan Agreement, dated April 15, 2026, by and among Botman Bloembollen B.V., W.J. Jansen, H.J. Strengers, TULP 24.1, LLC, and Tulipa Acquisitie Holding B.V. dba Bloomia		Exhibit 10.1 to Form 8-K filed April 17, 2026

10.3		Promissory Note, dated April 1, 2026, made by Bloomia Holdings, Inc. in favor of Gary Kohler		Exhibit 10.2 to Form 8-K filed April 17, 2026

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 Bloomia Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in inline XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income; (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

		BLOOMIA HOLDINGS, INC.
		(Registrant)

Dated: May 13, 2026		/s/ Elizabeth E. McShane
		Elizabeth E. McShane
		Chief Financial Officer
		(on behalf of registrant and as principal financial and accounting officer)


Date: May 13, 2026		/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)


		March 31, 2026			June 30, 2025
Machinery and equipment		$	12,355,000		$	12,092,000
Leasehold improvements			640,000			359,000
Bushes			489,000			489,000
Vehicles			405,000			393,000
Furniture and fixtures			202,000			199,000
Capitalized software			159,000			43,000
Construction in progress			—			240,000
Property and equipment, gross			14,250,000			13,815,000
Less: accumulated depreciation			(3,768,000)			(2,382,000)
Property and equipment, net		$	10,482,000		$	11,433,000


							March 31, 2026						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			3,208,000			15,092,000			2,064,000			16,236,000
		$	26,870,000				$	3,208,000		$	23,662,000		$	2,064,000		$	24,806,000