As filed with the Securities and Exchange Commission on February 13, 2026 Registration No. 333-292897 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 AMENDMENT NO. 1 FORMS-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLOOMIA HOLDINGS,INC. (Exact name of registrant as specified in its charter) (I.R.S. Employer Identification Number) Number) 5000 West 36th Street, Suite 220, Minneapolis, Minnesota 55416 Delaware 0100 41-1656308 (State or other jurisdiction of incorporatio ...

Revenue Performance - Net revenue for the three months ended December 31, 2025, was $6.7 million, an increase from $6.2 million in the same period last year, primarily due to higher prices[7] - Net revenue for the six months ended December 31, 2025, was $11.9 million, down from $12.8 million in the same period last year, attributed to strategic growing decisions[8] - Revenue for the three months ended December 31, 2025, was $6,739,000, an increase of 8.8% compared to $6,192,000 for the same period in 2024[25] Profitability - Gross profit for the three months ended December 31, 2025, was $0.5 million, or 7.2% of sales, compared to a gross loss of $0.6 million, or (9.4)% of sales, in the prior year[9] - Gross profit for the six months ended December 31, 2025, was $0.4 million, or 3.6% of sales, compared to $0.9 million, or 6.7% of sales, in the prior year[10] - Gross profit for the six months ended December 31, 2025, was $424,000, down from $858,000 in 2024, indicating a decline of 50.6%[25] Operating Performance - Operating loss for the three months ended December 31, 2025, was $2.3 million, an improvement from an operating loss of $3.9 million in the same period last year[11] - Operating loss for the three months ended December 31, 2025, was $(2,289,000), an improvement from $(3,887,000) in 2024, representing a 41.0% reduction in losses[25] Net Loss - Net loss from continuing operations for the three months ended December 31, 2025, was $2.7 million, compared to a loss of $3.4 million in the prior year[13] - Net loss attributable to Bloomia Holdings, Inc. for the six months ended December 31, 2025, was $(5,130,000), compared to $(4,065,000) in 2024, reflecting an increase in losses of 26.2%[25] EBITDA - EBITDA for the three months ended December 31, 2025, was a loss of $1.4 million, an improvement from a loss of $2.7 million in the same period last year[17] - EBITDA for the three months ended December 31, 2025, was $(1,377,000), an improvement from $(2,711,000) in 2024, indicating a 49.1% reduction in negative EBITDA[30] Cash Flow and Liquidity - Cash used in operations for the six months ended December 31, 2025, was $11.4 million, compared to $9.0 million in the same period last year[6] - As of December 31, 2025, cash and cash equivalents totaled $1.2 million, an increase from $0.9 million as of June 30, 2025[19] - Cash and cash equivalents increased to $1,209,000 as of December 31, 2025, compared to $906,000 as of June 30, 2025, representing a growth of 33.4%[27] - Working capital improved significantly to $9,613,000 as of December 31, 2025, from $1,089,000 as of June 30, 2025[27] Debt and Assets - Total assets as of December 31, 2025, were $105,607,000, up from $97,924,000 as of June 30, 2025, showing a growth of 7.0%[27] - Total debt increased to $47,021,000 as of December 31, 2025, from $34,083,000 as of June 30, 2025, marking a rise of 38.0%[27] Future Plans - The Company plans to commence a Rights Offering, with the updated expiration date set for March 27, 2026[20] Earnings Per Share - The company reported a net loss per share of $(1.29) for the three months ended December 31, 2025, compared to $(1.67) in 2024, reflecting a 22.8% improvement[25]

As filed with the Securities and Exchange Commission on January 23, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORMS-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LENDWAY,INC. (Exact name of registrant as specified in its charter) Delaware 0100 41-1656308 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 5000 West 36th Street, Suite 220, Minneapolis, Minnesota 55416 (763) 392-6200 (Address, In ...

Financial Performance - Revenue for the three months ended September 30, 2025, was $5,153,000, a decrease of 22.1% from $6,628,000 in the same period of 2024[63] - Gross loss for the same period was $60,000, representing a gross margin of (1.2)%, compared to a gross profit of $1,440,000 and a margin of 21.7% in 2024[66] - Operating loss increased to $3,043,000, or (59.1)% of revenue, compared to an operating loss of $1,351,000, or (20.4)% of revenue in 2024[64] Future Expectations - The company expects revenue to increase in the remaining quarters of fiscal year 2026 due to more bulbs in inventory[65] Working Capital and Cash Flow - Working capital as of September 30, 2025, was $11,264,000, a significant increase from $1,098,000 at June 30, 2025, primarily due to purchasing approximately $11,000,000 in Dutch tulip bulbs[76] - Net cash used in operating activities for the three months ended September 30, 2025, was $9,927,000, compared to $7,555,000 in the same period of 2024[77] - Net cash provided by financing activities during the same period was $10,885,000, reflecting an increase in draws on the revolving line of credit[80] Acquisitions and Market Position - The company acquired majority ownership in Bloomia on February 22, 2024, enhancing its position in the fresh-cut tulip market[56] - Bloomia produced over 75 million tulip stems in 2024, with a significant portion sold to a small number of mass-market retailers[57][59] Financing and Credit Facilities - The company has entered into a Second Amendment to its Credit Agreement, increasing the revolving facility capacity from $6,000,000 to $10,000,000 until April 30, 2026[81] - The Company entered into unsecured Promissory Notes totaling $4,000,000 with a fixed interest rate of 13.5% per year, maturing on June 1, 2027[85] - Cash from operations, combined with funds from the Credit Facility and the 2024 and 2025 Notes, is expected to support operations and capital expenditures for at least the next 12 months[87] Capital Needs and Risks - The Company may need to raise additional capital through equity offerings or debt financings, which could dilute existing stockholders' ownership[88] - The Company has a concentration of revenue among a small number of customers, which poses a risk to future performance[92] - The Company is dependent on Dutch tulip bulbs, which could impact its operations and revenue[92] - The Company anticipates that economic and market conditions may restrict or delay growth opportunities[92] - The Company is subject to risks related to interest rate changes and the ability to comply with the Credit Agreement[92] - Forward-looking statements regarding liquidity and growth opportunities are subject to various risks and uncertainties[91] Accounting and Compliance - The Company has no changes to its critical accounting estimates from the previous reporting period[90] - The entry into the 2024 and 2025 Notes was approved by the Audit Committee and independent directors, ensuring compliance with related person transaction policies[86]

Financial Performance - Net revenue for the three months ended September 30, 2025, was $5.2 million, a decrease from $6.6 million in the same period of 2024, attributed to strategic changes in bulb growing schedules [5]. - Gross loss for the quarter was $0.06 million, or 1.2% of sales, compared to a gross profit of $1.4 million, or 21.7% of sales, in the prior year, due to increased bulb costs and tariffs [6]. - Operating loss increased to $3.0 million from $1.4 million in the same quarter of 2024, primarily driven by lower revenue and higher costs [8]. - Net loss from continuing operations was $3.4 million, compared to a loss of $1.5 million in the prior year, reflecting lower operating income and increased foreign exchange losses [9]. - Net loss attributable to Lendway was $2.9 million, or $1.61 per diluted share, compared to a loss of $1.1 million, or $0.64 per diluted share, in the same quarter of 2024 [10]. - EBITDA loss for the quarter was $2.4 million, worsening from a loss of $0.6 million in the prior year, due to lower sales and higher bulb costs [11]. Cash and Debt Management - Cash and cash equivalents increased to $1.8 million as of September 30, 2025, from $0.9 million as of June 30, 2025, primarily due to debt proceeds for bulb purchases [13]. - Working capital rose to $11.3 million at September 30, 2025, compared to $1.1 million at June 30, 2025, reflecting seasonal purchasing for the upcoming high season [13]. - Total debt increased to $45.5 million as of September 30, 2025, from $34.1 million at June 30, 2025, due to drawing on credit lines for bulb purchases [13]. Management Outlook - Management expects revenue and gross margin to improve in the remaining quarters of fiscal year 2026 as more bulbs are grown into stems for sale [5][6]. Operational Metrics - Loss from continuing operations before income taxes totaled $(2,194,000) for the three months ended September 30, 2024 [24]. - EBITDA for Bloomia was $149,000, while Lendway Overhead reported $(723,000), resulting in a total EBITDA of $(574,000) [24]. - Depreciation and amortization expenses amounted to $820,000 for the period [24]. - Interest expense (income), net, was $800,000, with Bloomia reporting $827,000 and Lendway Overhead $(27,000) [24]. Financial Reporting Practices - The company emphasizes the use of non-GAAP financial measures to evaluate historical and prospective financial performance [24]. - Management uses EBITDA to measure operational profitability consistently and for presentations to the Board of Directors [24]. - The financial results are intended to allow investors to compare results with prior periods and assess performance relative to competitors [24]. - The company is focused on compliance with covenants and restricted activities under the terms of its Credit Agreement [24].

[Executive Summary & Company Overview](index=1&type=section&id=Executive%20Summary%20%26%20Company%20Overview) Lendway, Inc. reported strong Q2 and H1 2025 financial results, including record sales and profit growth, and announced a fiscal year-end change [Announcement & Management Commentary](index=1&type=section&id=Announcement%20%26%20Management%20Commentary) Lendway, Inc. announced Q2 and H1 2025 financial results, with management highlighting record Mother's Day sales, market share growth, strong performance, and a fiscal year-end change - Lendway, Inc. announced its financial results for the three and six months ended June 30, 2025[1](index=1&type=chunk) - Chairman and Co-CEO Mark Jundt reported **record-breaking** Mother's Day sales and meeting unprecedented customer demand[4](index=4&type=chunk) - Co-CEO Dan Philp stated the company **exceeded its market share growth goal**, leading to **record revenue** and a **more diverse customer base**[4](index=4&type=chunk) - Lendway's board of directors approved a change in fiscal year end from December 31 to June 30, with a six-month transition period from January 1, 2025, to June 30, 2025[4](index=4&type=chunk) [Key Financial Highlights (Q2 & H1 2025)](index=1&type=section&id=Key%20Financial%20Highlights%20(Q2%20%26%20H1%202025)) Lendway reported significant financial improvements for both the three and six months ended June 30, 2025, including increased net revenue, gross profit, and a shift from net loss to net income, alongside growth in Adjusted EBITDA and cash from operations Key Financial Highlights for Q2 2025 vs Q2 2024 | Metric | Q2 2025 ($ millions) | Q2 2024 ($ millions) | Change ($ millions) | | :-------------------------------- | :---------- | :---------- | :------- | | Net Revenue | $23.2 million | - | - | | Gross Profit | $5.4 million (23.3% of sales) | - | - | | Operating Income | $2.5 million | $0.2 million | +$2.3 million | | Net Income from Continuing Operations | $1.3 million | $(0.6) million | +$1.9 million | | Net Income Attributable to Lendway | $1.0 million ($0.58/diluted share) | $(0.5) million ($(0.29)/diluted share) | +$1.5 million | | Adjusted EBITDA | $2.6 million | $2.0 million | +$0.6 million | | Cash & Cash Equivalents (as of June 30, 2025) | $0.9 million | - | - | | Working Capital (as of June 30, 2025) | $1.1 million | - | - | | Cash Provided by Operating Activities | $6.3 million | $3.5 million | +$2.8 million | Key Financial Highlights for H1 2025 vs H1 2024 | Metric | H1 2025 ($ millions) | H1 2024 ($ millions) | Change ($ millions) | | :-------------------------------- | :---------- | :---------- | :------- | | Net Revenue | $35.6 million | - | - | | Gross Profit | $9.3 million (26.1% of sales) | - | - | | Operating Income | $3.9 million | $(1.5) million | +$5.4 million | | Net Income from Continuing Operations | $1.9 million | $(2.1) million | +$4.0 million | | Net Income Attributable to Lendway | $1.5 million ($0.82/diluted share) | $(1.7) million ($(0.95)/diluted share) | +$3.2 million | | Adjusted EBITDA | $5.3 million | $3.6 million | +$1.7 million | | Cash Provided by Continuing Operations | $8.0 million | $5.0 million | +$3.0 million | [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) Lendway's Q2 and H1 2025 financial performance showed significant improvements across net revenue, gross profit, operating income, and net income [Net Revenue](index=2&type=section&id=Net%20Revenue) Net revenue significantly increased for both the three and six months ended June 30, 2025, driven by the timing of the Easter holiday, stronger Mother's Day sales, and the full period inclusion of Bloomia's revenues in the six-month comparison Net Revenue Performance | Period | June 30, 2025 ($ millions) | June 30, 2024 ($ millions) | Change (%) | | :------------------- | :-------------- | :-------------- | :----- | | Three Months Ended | $23.2 million | $16.9 million | +37.3% | | Six Months Ended | $35.6 million | $25.0 million | +42.4% | - The **increase** in three-month net revenue was primarily due to the shift of the Easter holiday into Q2 2025 and **increased** stems sold for Mother's Day[6](index=6&type=chunk) - The **increase** in six-month net revenue was primarily due to the **timing of the Bloomia acquisition**, reflecting a **full six months of revenue** in 2025 compared to a partial period in 2024, and stronger Mother's Day sales[7](index=7&type=chunk) [Gross Profit](index=2&type=section&id=Gross%20Profit) Gross profit increased in absolute terms for both periods, but gross profit as a percentage of sales saw a slight decrease in Q2 2025 (excluding prior year's one-time amortization) and an increase in H1 2025, primarily due to higher bulb costs impacting margins Gross Profit Performance | Period | June 30, 2025 ($ millions) | % of Sales (%) | June 30, 2024 ($ millions) | % of Sales (%) | | :------------------- | :-------------- | :--------- | :-------------- | :--------- | | Three Months Ended | $5.4 million | 23.3% | $3.9 million | 23.1% | | Six Months Ended | $9.3 million | 26.1% | $5.7 million | 22.6% | - Excluding a one-time amortization of **$0.2 million** in Q2 2024 related to the Bloomia acquisition, gross profit as a percent of revenue **decreased** primarily due to **higher bulb costs**[8](index=8&type=chunk) - Gross profit in H1 2024 included **$1.5 million** of one-time fair value of inventory amortization. Excluding this, gross profit as a percent of revenue **decreased** primarily due to **higher bulb costs**[9](index=9&type=chunk) [Operating Income (Loss)](index=2&type=section&id=Operating%20Income%20(Loss)) Operating income significantly improved for both the three and six months ended June 30, 2025, primarily driven by higher sales and the absence of significant acquisition-related and one-time costs incurred in the prior year Operating Income (Loss) Performance | Period | June 30, 2025 ($ millions) | June 30, 2024 ($ millions) | Change ($ millions) | | :------------------- | :-------------- | :-------------- | :------- | | Three Months Ended | $2.5 million | $0.2 million | +$2.3 million | | Six Months Ended | $3.9 million | $(1.5) million | +$5.4 million | - The **improvement** in Q2 2025 operating income was due to **higher sales** and the **absence of $0.7 million in Bloomia acquisition costs** and **$0.4 million in other one-time costs** from the prior year[10](index=10&type=chunk) - The **improvement** in H1 2025 operating income was primarily due to **$2.2 million in acquisition costs** and **$1.5 million in fair value inventory amortization costs** associated with the Bloomia acquisition in the prior year, and the **timing of the acquisition**[11](index=11&type=chunk) [Net Income (Loss) from Continuing Operations](index=2&type=section&id=Net%20Income%20(Loss)%20from%20Continuing%20Operations) Lendway transitioned from a net loss to net income from continuing operations for both the three and six months ended June 30, 2025, primarily due to the significant improvement in operating income and a higher tax benefit in the three-month period Net Income (Loss) from Continuing Operations | Period | June 30, 2025 ($ millions) | June 30, 2024 ($ millions) | Change ($ millions) | | :------------------- | :-------------- | :-------------- | :------- | | Three Months Ended | $1.3 million | $(0.6) million | +$1.9 million | | Six Months Ended | $1.9 million | $(2.1) million | +$4.0 million | - The **improvement** in Q2 2025 was due to **improved operating income** and a **higher tax benefit**[12](index=12&type=chunk) - The **improvement** in H1 2025 was primarily due to **improved operating income**[13](index=13&type=chunk) [Net Income (Loss) Attributable to Lendway](index=2&type=section&id=Net%20Income%20(Loss)%20Attributable%20to%20Lendway) Lendway reported a positive net income attributable to shareholders for both periods in 2025, reversing losses from the prior year, driven by improved operating income and tax benefits Net Income (Loss) Attributable to Lendway | Period | June 30, 2025 ($ millions) | EPS (Diluted, $) | June 30, 2024 ($ millions) | EPS (Diluted, $) | Change (Net Income, $ millions) | | :------------------- | :-------------- | :------------ | :-------------- | :------------ | :------------------ | | Three Months Ended | $1.0 million | $0.58 | $(0.5) million | $(0.29) | +$1.5 million | | Six Months Ended | $1.5 million | $0.82 | $(1.7) million | $(0.95) | +$3.2 million | - The **improvement** in Q2 2025 was due to **improved operating income** and a **higher tax benefit**[14](index=14&type=chunk) [Adjusted EBITDA](index=3&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA increased for both Lendway and its subsidiary Bloomia, reflecting higher gross profit driven by increased sales and the timing of the Bloomia acquisition [Lendway Adjusted EBITDA](index=3&type=section&id=Lendway%20Adjusted%20EBITDA) Lendway's Adjusted EBITDA increased for both the three and six months ended June 30, 2025, primarily due to higher gross profit from increased sales and the timing of the Bloomia acquisition Lendway Adjusted EBITDA Performance | Period | June 30, 2025 ($ millions) | June 30, 2024 ($ millions) | Change ($ millions) | | :------------------- | :-------------- | :-------------- | :------- | | Three Months Ended | $2.6 million | $2.0 million | +$0.6 million | | Six Months Ended | $5.3 million | $3.6 million | +$1.7 million | - The **increase** in Adjusted EBITDA was due to **higher gross profit** related to **higher sales**[16](index=16&type=chunk) - For the six months, the **increase** was also influenced by the **timing of the Bloomia acquisition**[16](index=16&type=chunk) [Bloomia Adjusted EBITDA](index=3&type=section&id=Bloomia%20Adjusted%20EBITDA) Bloomia's Adjusted EBITDA increased for the six months ended June 30, 2025, driven by higher gross profit from increased sales and the timing of its acquisition Bloomia Adjusted EBITDA Performance (Six Months Ended) | Period | June 30, 2025 ($ millions) | June 30, 2024 ($ millions) | Change ($ millions) | | :------------------- | :-------------- | :-------------- | :------- | | Six Months Ended | $6.1 million | $4.9 million | +$1.2 million | - The **increase** in Bloomia's Adjusted EBITDA was due to **higher gross profit** related to **higher sales** and the **timing of the acquisition**[17](index=17&type=chunk) [Financial Position](index=3&type=section&id=Financial%20Position) Lendway's balance sheet as of June 30, 2025, reflects reduced debt, increased stockholders' equity, and seasonal working capital fluctuations [Balance Sheet Highlights](index=3&type=section&id=Balance%20Sheet%20Highlights) As of June 30, 2025, Lendway's cash and cash equivalents decreased due to debt repayments, while working capital also saw a seasonal decrease. Total debt significantly reduced, and stockholders' equity increased Selected Balance Sheet Data (as of June 30, 2025 vs December 31, 2024) | Metric | June 30, 2025 ($ millions) | December 31, 2024 ($ millions) | Change ($ millions) | | :---------------------- | :-------------- | :---------------- | :------- | | Cash and cash equivalents | $0.9 million | $1.8 million | $(0.9) million | | Working capital | $1.1 million | $11.0 million | $(9.9) million | | Total assets | $96.1 million | $99.9 million | $(3.8) million | | Total debt | $34.1 million | $42.1 million | $(8.0) million | | Total liabilities | $81.3 million | $88.1 million | $(6.8) million | | Stockholders' equity | $14.8 million | $11.9 million | +$2.9 million | - The **decrease** in cash and cash equivalents was primarily due to **debt repayments** in the six months ended June 30, 2025[18](index=18&type=chunk) - Working capital is **near its trough** at June 30 due to the seasonality of the business, compared to its **peak at December 31**[18](index=18&type=chunk) - **Total debt decreased by $8.0 million** due to **repayments** in the quarter[18](index=18&type=chunk) [About Lendway, Inc.](index=3&type=section&id=About%20Lendway%2C%20Inc.) Lendway, Inc. is a specialty agricultural company focused on managing ag investments in the U.S. and internationally, holding a majority ownership in Bloomia, a major U.S. fresh-cut tulip producer - Lendway, Inc. (Nasdaq: LDWY) is a specialty ag company[19](index=19&type=chunk) - The company focuses on making and managing ag investments in the U.S. and internationally[19](index=19&type=chunk) - Lendway is the majority owner of Bloomia, one of the largest producers of fresh-cut tulips in the United States[19](index=19&type=chunk) [Cautionary Statement Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Statement%20Regarding%20Forward-Looking%20Statements) This section warns that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially, listing factors like integration, competition, and economic conditions - The press release contains "**forward-looking statements**" subject to **risks and uncertainties** that may cause actual results to **differ materially**[20](index=20&type=chunk) - Key factors that could cause actual results to differ include the ability to integrate and operate the newly acquired Bloomia business, competition, changes in interest rates, compliance with credit agreement requirements, economic and market conditions, and reliance on key employees[21](index=21&type=chunk) - Readers are cautioned not to place **undue reliance** on these statements, which are based on current information and subject to rapid changes[20](index=20&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) This section presents detailed consolidated statements of operations, comprehensive income (loss), and selected balance sheet data for Lendway, Inc [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) This section presents detailed consolidated statements of operations and comprehensive income (loss) for Lendway, Inc. for the three and six months ended June 30, 2025, and 2024 Consolidated Statements of Operations and Comprehensive Income (Loss) | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue, net | $23,179,000 | $16,920,000 | $35,622,000 | $24,953,000 | | Gross profit | $5,391,000 | $3,906,000 | $9,280,000 | $5,650,000 | | Operating income (loss) | $2,485,000 | $165,000 | $3,917,000 | $(1,479,000) | | Net income (loss) from continuing operations | $1,319,000 | $(598,000) | $1,936,000 | $(2,084,000) | | Net income (loss) attributable to Lendway, Inc. | $1,047,000 | $(515,000) | $1,496,000 | $(1,678,000) | | Diluted earnings per share | $0.58 | $(0.29) | $0.82 | $(0.95) | [Selected Balance Sheet Data](index=6&type=section&id=Selected%20Balance%20Sheet%20Data) This section provides key balance sheet figures for Lendway, Inc. as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, and equity Selected Balance Sheet Data | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :---------------------- | :-------------- | :---------------- | | Cash and cash equivalents | $906,000 | $1,759,000 | | Working capital (1) | $1,098,000 | $11,026,000 | | Total assets | $96,102,000 | $99,985,000 | | Total debt | $34,083,000 | $42,090,000 | | Total liabilities | $81,265,000 | $88,091,000 | | Stockholders' equity | $14,837,000 | $11,894,000 | - Working capital represents current assets less current liabilities[24](index=24&type=chunk) [Non-GAAP Financial Measures Reconciliation](index=6&type=section&id=Non-GAAP%20Financial%20Measures%20Reconciliation) This section reconciles non-GAAP financial measures like EBITDA and Adjusted EBITDA to GAAP net income, providing insights into core operating performance [Reconciliation of EBITDA and Adjusted EBITDA](index=6&type=section&id=Reconciliation%20of%20EBITDA%20and%20Adjusted%20EBITDA) This section reconciles net income (loss) from continuing operations to EBITDA and Adjusted EBITDA, highlighting adjustments for non-recurring items - **Non-GAAP financial measures** like EBITDA and Adjusted EBITDA are provided as supplemental information and are **not substitutes for GAAP measures**[25](index=25&type=chunk) - These measures **exclude non-recurring transactions** such as acquisition-related costs and non-cash step-up inventory write-offs to **provide a clearer view of core operating performance**[26](index=26&type=chunk) Reconciliation of Net Income (Loss) from Continuing Operations to EBITDA and Adjusted EBITDA | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) from continuing operations | $1,319,000 | $(598,000) | $1,936,000 | $(2,084,000) | | Interest expense (income), net | $935,000 | $964,000 | $1,905,000 | $1,189,000 | | Income tax (benefit) expense | $(469,000) | $(201,000) | $(313,000) | $(548,000) | | Depreciation and amortization | $848,000 | $808,000 | $1,683,000 | $1,108,000 | | **EBITDA** | **$2,633,000** | **$973,000** | **$5,211,000** | **$(335,000)** | | Acquisition and integration-related costs | — | $652,000 | $24,000 | $2,194,000 | | Non-cash step-up inventory write-off | — | $162,000 | — | $1,522,000 | | Severance | — | — | $39,000 | — | | One-time waste costs | — | $270,000 | — | $270,000 | | Non-operating (income) expense | — | $(36,000) | — | $(36,000) | | **Adjusted EBITDA** | **$2,633,000** | **$2,021,000** | **$5,274,000** | **$3,615,000** | [Reconciliation of Bloomia Adjusted EBITDA](index=7&type=section&id=Reconciliation%20of%20Bloomia%20Adjusted%20EBITDA) This section reconciles Bloomia's adjusted EBITDA to the total company's adjusted EBITDA, isolating Bloomia's performance by excluding Lendway corporate overhead - **Management excludes Lendway corporate overhead** when evaluating its investment in Bloomia[28](index=28&type=chunk) Reconciliation of Bloomia Adjusted EBITDA to Total Company Adjusted EBITDA (Six Months Ended June 30, 2025) | Metric | Bloomia ($) | Lendway Overhead ($) | Total ($) | | :------------------------------------------------ | :---------- | :--------------- | :---------- | | Income (loss) from continuing operations before income taxes | $2,426,000 | $(803,000) | $1,623,000 | | Depreciation and amortization | $1,677,000 | $6,000 | $1,683,000 | | Interest expense, net | $1,894,000 | $11,000 | $1,905,000 | | **EBITDA** | **$5,997,000** | **$(786,000)** | **$5,211,000** | | Acquisition and integration-related costs | $24,000 | — | $24,000 | | Severance | $39,000 | — | $39,000 | | **Adjusted EBITDA** | **$6,060,000** | **$(786,000)** | **$5,274,000** | Reconciliation of Bloomia Adjusted EBITDA to Total Company Adjusted EBITDA (Acquisition to Six Months Ended June 30, 2024) | Metric | Bloomia ($) | Lendway Overhead ($) | Total ($) | | :------------------------------------------------ | :---------- | :--------------- | :---------- | | Loss from continuing operations before income taxes | $(1,517,000) | $(1,115,000) | $(2,632,000) | | Depreciation and amortization | $1,108,000 | — | $1,108,000 | | Interest expense (income), net | $1,315,000 | $(126,000) | $1,189,000 | | **EBITDA** | **$906,000** | **$(1,241,000)** | **$(335,000)** | | Acquisition and integration-related costs | $2,194,000 | — | $2,194,000 | | Non-cash step-up inventory write-off | $1,522,000 | — | $1,522,000 | | One-time waste costs | $270,000 | — | $270,000 | | Non-operating income | $(36,000) | — | $(36,000) | | **Adjusted EBITDA** | **$4,856,000** | **$(1,241,000)** | **$3,615,000** | - Management uses EBITDA, Adjusted EBITDA, and Bloomia Adjusted EBITDA to **evaluate historical and prospective financial performance**, **measure operational profitability**, and **assess compliance with credit agreement covenants**[29](index=29&type=chunk)

Financial Performance - For the three months ended March 31, 2025, net revenue was $12,443,000, an increase of 55.5% compared to $8,033,000 for the same period in 2024[76] - Gross profit for the same period was $3,889,000, representing a gross margin of 31.3%, up from 21.7% in 2024[78] - Operating income for the three months ended March 31, 2025, was $1,432,000, compared to an operating loss of $1,644,000 in 2024[76] - Net cash provided by operating activities was $1,737,000 for the three months ended March 31, 2025, compared to $1,384,000 in 2024[92] Acquisition and Investment - The Company acquired majority ownership in Bloomia for a total purchase price of $53,360,000, funded through a combination of debt and cash[95] - The company has invested in automation in its U.S. greenhouse, increasing production efficiency for Bloomia[70] Debt and Financing - Interest expense increased to $970,000 in the first quarter of 2025 from $225,000 in 2024 due to debt incurred from the acquisition of Bloomia[81] - The company entered into notes payable of $12,750,000 with a term of five years, with interest starting at 8% per annum and increasing annually by 2 percentage points[103] - An unsecured Delayed Draw Term Note with Air T Inc. allows for advances up to $3.75 million until August 15, 2026, with a fixed interest rate of 8.0%[104] - The company expects cash from operations and available funds under the Amended Credit Facility and the Note to support operations and capital expenditures for at least the next 12 months[106] - The company may need to raise additional capital through equity offerings or debt financing, which could dilute existing stockholders' ownership[107] Working Capital and Financial Position - As of March 31, 2025, working capital was $6,274,000, a decrease from $11,026,000 at December 31, 2024, primarily due to debt repayment[91] Market and Operational Outlook - The Company expects revenue for the quarter ending June 30, 2025, to be higher than the same period in 2024 due to the timing of the Easter holiday[77] - The tulip sales business is seasonal, with spring being the strongest sales season, leading to peak inventory levels prior to spring[74] Risk Factors - The company is subject to various risks, including the ability to integrate the newly acquired Bloomia business and comply with Credit Agreement requirements[111] - The company anticipates that economic conditions and market volatility may affect its ability to raise additional capital[108] - The lender waived a breach of financial covenants due to the shift in the Easter holiday, with no financial impact[101] - The company has a significant ownership concentration, with Air T beneficially owning over 10% of outstanding common stock[105] - The company has no changes to its critical accounting estimates from those disclosed in its annual report for the year ended December 31, 2024[109] Financial Covenants - Tulp 24.1 must maintain a minimum fixed charge coverage ratio of 1.25 to 1.00 and a maximum senior cash flow leverage ratio of 3.75 to 1.0 until March 31, 2025, stepping down to 2.00 to 1.00 by December 31, 2027[101]

[Introduction and Company Overview](index=1&type=section&id=Introduction%20and%20Company%20Overview) This section provides an overview of Lendway's recent financial performance, strategic changes, and future outlook [Announcement and CEO Commentary](index=1&type=section&id=Announcement%20and%20CEO%20Commentary) Lendway, Inc. reported strong financial performance for Q1 2025, driven by the spring tulip season and Bloomia's full inclusion, with positive trends expected to continue - Lendway reported **strong financial performance** for the quarter ended March 31, 2025, with notable improvements in both revenue and EBITDA, reflecting the strong spring tulip season[3](index=3&type=chunk) - The company expects **positive trends to continue**, driven by upcoming Easter and Mother's Day sales[3](index=3&type=chunk) [Fiscal Year End Change](index=1&type=section&id=Fiscal%20Year%20End%20Change) Lendway's board approved changing the fiscal year end from December 31 to June 30, with a six-month transition period in 2025 - Lendway's fiscal year end has been changed from **December 31 to June 30**[3](index=3&type=chunk) - A **six-month transition period** from January 1, 2025, to June 30, 2025, will be reported[3](index=3&type=chunk) [Quarter Results Overview](index=1&type=section&id=Quarter%20Results%20Overview) This section summarizes Lendway's key financial achievements for the quarter, highlighting significant improvements across core metrics [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) Lendway reported significant financial improvements for Q1 2025, including increased net revenue, a shift to operating income, and positive net income, largely due to Bloomia's full operations Key Financial Highlights | Metric | Q1 2025 (USD) | Q1 2024 (USD) | Change/Note | | :----- | :------------ | :------------ | :---------- | | Net Revenue | $12.4 million | $8.0 million | +55% (due to full Bloomia ops) | | Gross Profit | $3.9 million (31.3% of sales) | $1.7 million (21.7% of sales) | +129% | | Operating Income (Loss) | $1.4 million | $(1.6) million | Shift from loss to income | | Net Income (Loss) from Continuing Operations | $0.6 million | $(1.5) million | Shift from loss to income | | Net Income (Loss) Attributable to Lendway | $0.4 million | $(1.2) million | Shift from loss to income | | Basic & Diluted EPS | $0.25 | $(0.67) | Shift from loss to income | | Adjusted EBITDA | $2.6 million | $1.6 million | +62.5% | | Cash & Cash Equivalents (Mar 31, 2025) | $1.3 million | N/A | N/A | | Working Capital (Mar 31, 2025) | $6.3 million | N/A | N/A | | Cash Provided by Continuing Operations | $1.7 million | $1.4 million | +21.4% | [Detailed Financial Performance Analysis](index=1&type=section&id=Detailed%20Financial%20Performance%20Analysis) This section provides an in-depth analysis of Lendway's revenue, profit, and income metrics, detailing the factors contributing to changes [Net Revenue](index=1&type=section&id=Net%20Revenue) Net revenue for Q1 2025 significantly increased to $12.4 million from $8.0 million, entirely from Bloomia's full quarter of operations Net Revenue | Metric | Q1 2025 (USD) | Q1 2024 (USD) | | :----- | :------------ | :------------ | | Net Revenue | $12,443,000 | $8,033,000 | - All revenue was from Bloomia, which was acquired in February 2024, resulting in **three full months of revenue in 2025** compared to approximately six weeks in 2024[4](index=4&type=chunk) [Gross Profit](index=2&type=section&id=Gross%20Profit) Gross profit rose to $3.9 million (31.3% of sales) in Q1 2025, up from $1.7 million (21.7% of sales), due to Bloomia's full operations and absence of prior year's acquisition-related costs Gross Profit | Metric | Q1 2025 (USD) | Q1 2024 (USD) | | :----- | :------------ | :------------ | | Gross Profit | $3,889,000 | $1,744,000 | | Gross Profit Margin | 31.3% | 21.7% | - In 2024, inventory was written up to fair value related to the acquisition of Bloomia, and **$1.4 million of amortization costs** were included in the period[6](index=6&type=chunk) - The first half of the calendar year historically has the **highest sales and efficiencies for Bloomia**[6](index=6&type=chunk) [Operating Income (Loss)](index=2&type=section&id=Operating%20Income%20%28Loss%29) The Company achieved an operating income of $1.4 million in Q1 2025, a significant improvement from a $1.6 million loss, primarily due to Bloomia's full operating results and the absence of $1.5 million in prior year acquisition costs Operating Income (Loss) | Metric | Q1 2025 (USD) | Q1 2024 (USD) | | :----- | :------------ | :------------ | | Operating Income (Loss) | $1,432,000 | $(1,644,000) | - The improvement primarily relates to **$1.5 million of costs associated with the acquisition of Bloomia in 2024** and a full quarter of operating results in 2025[7](index=7&type=chunk) [Net Income (Loss) from Continuing Operations](index=2&type=section&id=Net%20Income%20%28Loss%29%20from%20Continuing%20Operations) Net income from continuing operations turned positive at $0.6 million in Q1 2025, compared to a $1.5 million loss, driven by Bloomia's full operations and absence of prior year transaction costs, partially offset by higher interest expense Net Income (Loss) from Continuing Operations | Metric | Q1 2025 (USD) | Q1 2024 (USD) | | :----- | :------------ | :------------ | | Net Income (Loss) from Continuing Operations | $617,000 | $(1,486,000) | - The improvement is due to a full quarter of Bloomia operations in 2025 and **$1.5 million of transaction costs in the prior year**, partially offset by higher interest expense[8](index=8&type=chunk) [Net Income (Loss) Attributable to Lendway](index=2&type=section&id=Net%20Income%20%28Loss%29%20Attributable%20to%20Lendway) Net income attributable to Lendway was $0.4 million ($0.25 EPS) in Q1 2025, a significant improvement from a $1.2 million loss ($0.67 EPS), driven by Bloomia's full operations and absence of prior year transaction costs, despite higher interest expense Net Income (Loss) Attributable to Lendway | Metric | Q1 2025 (USD) | Q1 2024 (USD) | | :----- | :------------ | :------------ | | Net Income (Loss) Attributable to Lendway | $449,000 | $(1,163,000) | | Basic and Diluted EPS | $0.25 | $(0.67) | - The improvement is due to a full quarter of Bloomia operations in 2025 and **$1.5 million of transaction costs in the prior year**, partially offset by higher interest expense[9](index=9&type=chunk) [Adjusted EBITDA](index=2&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA increased to $2.6 million in Q1 2025 from $1.6 million, primarily due to Bloomia's full operating income inclusion in the 2025 period Adjusted EBITDA | Metric | Q1 2025 (USD) | Q1 2024 (USD) | | :----- | :------------ | :------------ | | Adjusted EBITDA | $2,641,000 | $1,594,000 | - The increase is due to a **full quarter of Bloomia operating income** included in the 2025 period versus approximately six weeks in the 2024 period[10](index=10&type=chunk) [Bloomia Adjusted EBITDA](index=2&type=section&id=Bloomia%20Adjusted%20EBITDA) Bloomia generated $3.0 million of Adjusted EBITDA in Q1 2025, reflecting its seasonal business with strongest sales and earnings historically in the first two quarters Bloomia Adjusted EBITDA | Metric | Q1 2025 (USD) | Acquisition to March 31, 2024 (USD) | | :----- | :------------ | :---------------------------------- | | Bloomia Adjusted EBITDA | $2,981,000 | $2,202,000 | - The seasonal Bloomia business historically has its **strongest sales and earnings in the first two quarters** of the year[11](index=11&type=chunk) [Financial Position](index=2&type=section&id=Financial%20Position) This section outlines Lendway's balance sheet, detailing changes in cash, working capital, and total debt [Balance Sheet Overview](index=2&type=section&id=Balance%20Sheet%20Overview) As of March 31, 2025, Lendway's cash and working capital decreased to $1.3 million and $6.3 million respectively, primarily due to debt repayments, while total debt decreased to $40.6 million Balance Sheet Overview | Metric | March 31, 2025 (USD) | December 31, 2024 (USD) | Change | | :----- | :------------------- | :---------------------- | :----- | | Cash and Cash Equivalents | $1,308,000 | $1,759,000 | -$451,000 | | Working Capital | $6,274,000 | $11,026,000 | -$4,752,000 | | Total Debt | $40,562,000 | $42,090,000 | -$1,528,000 | - The decrease in cash and cash equivalents is primarily due to **debt repayments** in the three months ended March 31, 2025[12](index=12&type=chunk) - Total debt includes a **$3.5 million note payable to a related party**[12](index=12&type=chunk) [About the Company](index=2&type=section&id=About%20the%20Company) This section provides a brief profile of Lendway, Inc., highlighting its focus on specialty agriculture investments and its majority ownership of Bloomia [Company Profile](index=2&type=section&id=Company%20Profile) Lendway, Inc. (Nasdaq: LDWY) is a specialty agriculture company focused on managing ag investments, and is the majority owner of Bloomia, a major U.S. fresh-cut tulip producer - Lendway, Inc. is a **specialty ag company** focused on making and managing its ag investments in the U.S. and internationally[13](index=13&type=chunk) - The Company is the **majority owner of Bloomia**, one of the largest producers of fresh-cut tulips in the United States[13](index=13&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section includes a cautionary statement regarding forward-looking statements, outlining inherent risks and uncertainties that could impact actual results [Cautionary Statement](index=3&type=section&id=Cautionary%20Statement) The press release contains forward-looking statements subject to known and unknown risks and uncertainties that could cause actual results to differ materially from expectations - Forward-looking statements involve **known and unknown risks, uncertainties, and other factors** that may cause actual results or performance to be materially different[14](index=14&type=chunk) - Factors that could cause actual results to differ materially include the ability to integrate Bloomia, competition, customer concentration, changes in interest rates, compliance with credit agreements, economic conditions, and ability to attract and retain personnel[15](index=15&type=chunk) - The Company assumes **no responsibility to update forward-looking statements**, other than as required by law[15](index=15&type=chunk) [Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed consolidated financial statements, including statements of operations and selected balance sheet data [Statements of Operations and Comprehensive Income (Loss)](index=4&type=section&id=Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) The unaudited condensed consolidated statements of operations show significant profitability improvement for Q1 2025, with net income attributable to Lendway of $449,000 compared to a prior year loss of $1,163,000 Statements of Operations and Comprehensive Income (Loss) | Metric | Three Months Ended March 31, 2025 (USD) | Three Months Ended March 31, 2024 (USD) | | :----- | :-------------------------------------- | :-------------------------------------- | | 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) | | Net income (loss) from continuing operations | $617,000 | $(1,486,000) | | Net income (loss) attributable to Lendway, Inc. | $449,000 | $(1,163,000) | | Basic and diluted earnings per share | $0.25 | $(0.67) | | Shares used in calculation of net income (loss) per share: Basic and diluted | 1,770,000 | 1,743,000 | [Selected Balance Sheet Data](index=5&type=section&id=Selected%20Balance%20Sheet%20Data) Selected balance sheet data as of March 31, 2025, indicates decreased cash and working capital, increased total assets, decreased total debt, and increased stockholders' equity compared to December 31, 2024 Selected Balance Sheet Data | Metric | March 31, 2025 (USD) | December 31, 2024 (USD) | | :----- | :------------------- | :---------------------- | | Cash and cash equivalents | $1,308,000 | $1,759,000 | | Working capital | $6,274,000 | $11,026,000 | | Total assets | $100,514,000 | $99,985,000 | | Total debt | $40,562,000 | $42,090,000 | | Total liabilities | $87,946,000 | $88,091,000 | | Stockholders' equity | $12,568,000 | $11,894,000 | - Working capital represents **current assets less current liabilities**[18](index=18&type=chunk) [Non-GAAP Financial Measures](index=5&type=section&id=Non-GAAP%20Financial%20Measures) This section explains Lendway's use of non-GAAP financial measures, specifically Adjusted EBITDA, and provides reconciliations to GAAP measures [Adjusted EBITDA Reconciliation](index=5&type=section&id=Adjusted%20EBITDA%20Reconciliation) Lendway provides Adjusted EBITDA as a non-GAAP measure to offer supplemental information on operating performance, excluding non-recurring items like acquisition costs and non-cash inventory write-offs, for management's evaluation - Adjusted EBITDA is a non-GAAP financial measure provided as **supplemental information**, not a substitute for GAAP measures[19](index=19&type=chunk) - It excludes amounts from discontinued operations, acquisition-related costs, and non-cash step-up inventory write-off to provide a **clearer view of core operating results**[20](index=20&type=chunk) Adjusted EBITDA Reconciliation | Metric | Three Months Ended March 31, 2025 (USD) | Three Months Ended March 31, 2024 (USD) | | :----- | :-------------------------------------- | :-------------------------------------- | | Net income (loss) from continuing operations | $617,000 | $(1,486,000) | | Interest expense, net | $970,000 | $225,000 | | Income tax expense (benefit) | $156,000 | $(347,000) | | Depreciation and amortization | $835,000 | $300,000 | | EBITDA | $2,578,000 | $(1,308,000) | | Acquisition and integration-related costs | $24,000 | $1,542,000 | | Non-cash step-up inventory write-off | — | $1,360,000 | | Severance | $39,000 | — | | Adjusted EBITDA | $2,641,000 | $1,594,000 | [Bloomia Adjusted EBITDA Reconciliation](index=6&type=section&id=Bloomia%20Adjusted%20EBITDA%20Reconciliation) The reconciliation of Bloomia Adjusted EBITDA to total Company Adjusted EBITDA highlights Bloomia's significant contribution, with management excluding Lendway corporate overhead for investment evaluation - Management excludes **Lendway corporate overhead** when evaluating its investment in Bloomia[22](index=22&type=chunk) Bloomia Adjusted EBITDA Reconciliation (Q1 2025) | Metric | Bloomia (Q1 2025) (USD) | Lendway Overhead (Q1 2025) (USD) | Total (Q1 2025) (USD) | | :----- | :---------------------- | :------------------------------- | :-------------------- | | Income (loss) from continuing operations before income taxes | $1,117,000 | $(344,000) | $773,000 | | Depreciation and amortization | $831,000 | $4,000 | $835,000 | | Interest expense, net | $970,000 | — | $970,000 | | EBITDA | $2,918,000 | $(340,000) | $2,578,000 | | Acquisition and integration-related costs | $24,000 | — | $24,000 | | Severance | $39,000 | — | $39,000 | | Adjusted EBITDA | $2,981,000 | $(340,000) | $2,641,000 | Bloomia Adjusted EBITDA Reconciliation (Acquisition to Mar 31, 2024) | Metric | Bloomia (Acquisition to Mar 31, 2024) (USD) | Lendway Overhead (Acquisition to Mar 31, 2024) (USD) | Total (Acquisition to Mar 31, 2024) (USD) | | :----- | :--------------------------------------- | :----------------------------------------------- | :--------------------------------------- | | Loss from continuing operations before income taxes | $(1,347,000) | $(486,000) | $(1,833,000) | | Depreciation and amortization | $296,000 | $4,000 | $300,000 | | Interest expense (income), net | $351,000 | $(126,000) | $225,000 | | EBITDA | $(700,000) | $(608,000) | $(1,308,000) | | Acquisition and integration-related costs | $1,542,000 | — | $1,542,000 | | Non-cash step-up inventory write-off | $1,360,000 | — | $1,360,000 | | Adjusted EBITDA | $2,202,000 | $(608,000) | $1,594,000 |

Financial Performance - Net revenue for Q4 2024 was $6.2 million, with all revenue coming from the Bloomia acquisition[6]. - Gross loss in Q4 2024 was $0.6 million, or 9.4% of sales[8]. - Operating loss for Q4 2024 was $3.9 million, an increase from a loss of $0.5 million in Q4 2023[10]. - Net loss attributable to Lendway for Q4 2024 was $2.9 million, or a loss of $1.66 per share, compared to a loss of $0.3 million, or $0.19 per share in Q4 2023[13]. - Adjusted EBITDA for Q4 2024 was a loss of $2.7 million, compared to a loss of $0.6 million in Q4 2023[16]. - Full year 2024 net revenue was $37.8 million, with a gross profit of $6.5 million, or 17.2% of sales[7]. - Operating loss for the full year 2024 was $6.7 million, compared to a loss of $3.5 million in 2023[10]. - Net loss from continuing operations for 2024 was $6.9 million, compared to a loss of $3.0 million in 2023[12]. - Adjusted EBITDA for the year ended December 31, 2024, was $1,013,000, a recovery from $(3,512,000) in 2023[26]. Cash and Assets - Cash and cash equivalents as of December 31, 2024, were $1.8 million, down from $16.1 million a year earlier[18]. - Total assets increased to $99,985,000 as of December 31, 2024, from $16,673,000 in 2023[23]. - Cash and cash equivalents decreased to $1,759,000 in 2024 from $16,077,000 in 2023[23]. Debt and Liabilities - Total debt as of December 31, 2024, was $42,090,000, with total liabilities at $88,091,000[23]. Acquisition Impact - Bloomia generated $3.7 million of adjusted EBITDA since its acquisition, with stronger sales expected in the first half of the year[17]. - The company incurred acquisition-related costs of $2,877,000 and a non-cash step-up inventory write-off of $1,522,000 during the year[26]. Revenue Comparison - Revenue for the three months ended December 31, 2024, was $6,192,000, compared to $0 for the same period in 2023, indicating a significant increase[21]. - Gross loss for the same period was $(582,000), with total cost of goods sold at $6,774,000[21]. - Operating loss for the three months ended December 31, 2024, was $(3,888,000), compared to $(536,000) in the prior year[21]. - Net loss from continuing operations for the year ended December 31, 2024, was $(6,901,000), compared to $(3,021,000) in 2023[26]. - Basic and diluted net loss per share attributable to Lendway, Inc. for the year was $(3.24), compared to $1.36 in 2023[21].

Acquisition and Financial Performance - The Company acquired majority ownership in Bloomia for a total consideration of $53,360,000, funded through $34,919,000 in cash, $15,451,000 in seller bridge loans, and $2,990,000 in equity issued [106][107]. - Bloomia generated net sales of approximately $40,000,000 in 2024, down from $45,000,000 in 2023, with over 75 million tulip stems nurtured annually [106]. - For the year ended December 31, 2024, the Company's net revenue was $37,773,000, all from Bloomia, with a gross profit of $6,509,000, representing a gross margin of 17.2% [113][114]. - Sales, general and administrative expenses increased to $13,226,000 in 2024 from $3,519,000 in 2023, primarily due to Bloomia's acquisition costs [117]. - The Company reported an operating loss of $6,717,000 for 2024, compared to a loss of $3,519,000 in 2023, marking a 91% increase in operating loss [113]. - Interest expense for 2024 was $2,969,000, a significant increase from interest income of $518,000 in 2023, due to new debt incurred for the Bloomia acquisition [118]. Cash Flow and Financing - Cash and cash equivalents decreased by $14,318,000 from $16,077,000 at the end of 2023 to $1,759,000 at the end of 2024 [128]. - Net cash used in operating activities was $4,120,000 for 2024, with approximately $12,200,000 spent on purchasing tulip bulbs [129]. - The Company entered into a Credit Agreement providing an $18,000,000 term loan and a $6,000,000 revolving credit facility to finance the Bloomia acquisition [133]. - Tulp 24.1 must maintain a minimum fixed charge coverage ratio of 1.25 to 1.00 and a maximum senior cash flow leverage ratio of 3.75 to 1.0 until March 31, 2025, stepping down to 2.00 to 1.00 by December 31, 2027 [137]. - As of December 31, 2024, the company was in compliance with financial covenants and expects to remain compliant for at least the next twelve months [139]. - Tulp 24.1 entered into notes payable of $12,750,000 with an interest rate starting at 8% per annum, increasing by 2 percentage points annually, to finance the Bloomia acquisition [140]. - An unsecured Delayed Draw Term Note with Air T Inc. allows for advances up to $2,500,000 at a fixed interest rate of 8.0%, maturing on August 15, 2029 [141]. - The total borrowing under the Amended Note with Air T was increased to $3,750,000, with the same interest rate and maturity date as the previous note [142]. - The company expects cash from operations and available funds to support ongoing operations and capital expenditures for at least the next 12 months [144]. - Additional capital may be required through equity offerings or debt financing, which could dilute existing stockholders' ownership [145]. Asset Management and Compliance - The company has an indefinite-lived intangible asset for trade name valued at $8,570,000 from the Bloomia acquisition, subject to annual impairment testing [157]. - Long-lived assets are assessed for impairment whenever events indicate that their carrying amount may not be recoverable, with impairment losses recognized if necessary [158]. - The company is subject to complex tax laws and regulations, which may result in adjustments to deferred tax assets and liabilities based on future taxable income estimates [160]. - The company anticipates that its cash balance, cash generated by operations, and available borrowings will provide adequate liquidity and capital resources for at least the next twelve months [164]. Operational Strategy and Risks - The company is focused on successfully integrating and operating the newly acquired Bloomia business, which has historically concentrated revenue among a small number of customers [165]. - The company acknowledges potential risks including changes in interest rates and economic conditions that may restrict growth opportunities [165]. - The company emphasizes the importance of attracting and retaining highly qualified managerial, operational, and sales personnel to ensure future performance [165]. - The company plans to transition its fiscal year to end on June 30, which may affect its financial reporting timeline [164]. - The company is committed to developing necessary processes and controls to support its business operations [165]. - The company faces risks related to reliance on a small number of employees, which could impact operational stability [165]. - The company is aware of potential adverse classifications if it fails to execute its business plans effectively [165]. - The company is evaluating the availability of additional capital on desirable terms to support its growth strategies [165]. - The company does not provide quantitative disclosures about market risk as it qualifies as a smaller reporting company [166].