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 ...

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 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 5000 West 36th Street, Suit ...

Core Viewpoint - Lendway, Inc. is initiating a strategic rights offering aimed at significantly reducing its debt and strengthening its balance sheet, with the potential to decrease overall debt by up to 70% by early summer 2026 [1][2]. Group 1: Rights Offering Details - The rights offering will allow the company to settle a seller's note for a discount exceeding 50% of the current outstanding balance, specifically for $7.3 million, which is expected to yield an $8 million gain and over $1.6 million in annual interest savings [1][3]. - An additional $6.6 million in related party notes will be settled, leading to over $600,000 in annual interest savings [3]. - The total proceeds from the rights offering are projected to be $15.5 million, which will also include funds for strategic investments aimed at reducing operating costs and improving quality [3]. Group 2: Management Commentary - The Chairman and Co-CEO expressed excitement about the future, emphasizing the unique opportunity to retire over $15 million in debt for $7.3 million, which will significantly strengthen the company's balance sheet and boost future earnings potential [2]. - Co-CEO highlighted the potential to reduce debt by as much as $21 million through the rights offering, which is seen as a strategic move to right-size the balance sheet and focus on growth [2]. Group 3: Corporate Name Change - As part of this strategic initiative, the company will change its corporate name to "Bloomia Holdings, Inc." and will begin trading on NASDAQ under the new ticker symbol "TULP" [2].

Financial Performance - Revenue for the three months ended September 30, 2025, was $5,153,000, a decrease of 22.1% compared to $6,628,000 for the same period in 2024[63]. - Gross loss for the same period was $60,000, representing a gross margin of (1.2)%, down from a gross profit of $1,440,000 and a margin of 21.7% in 2024[64][66]. - Operating loss increased to $3,043,000 for the three months ended September 30, 2025, compared to $1,351,000 in 2024, reflecting an operating loss margin of (59.1)%[64][66]. - The company recorded a net loss from continuing operations of $3,365,000 for the three months ended September 30, 2025, compared to a net loss of $1,458,000 in 2024[64][70]. - EBITDA for the three months ended September 30, 2025, was $(2,390,000), compared to $(574,000) in 2024, indicating a decline in operational profitability[75]. Cash Flow and Working Capital - Working capital increased to $11,264,000 as of September 30, 2025, compared to $1,098,000 at June 30, 2025, due to the purchase of approximately $11,000,000 in Dutch tulip bulbs[76]. - Net cash used in operating activities was $9,927,000 for the three months ended September 30, 2025, compared to $7,555,000 in 2024, attributed to higher Euro prices for bulbs[77]. - The company drew $8,575,000 on its revolving line of credit during the three months ended September 30, 2025, compared to $5,056,000 in 2024, reflecting increased costs associated with bulb purchases[80]. - Cash from operations, combined with funds from the Credit Facility and the 2024 and 2025 Notes, is expected to support ongoing operations and capital expenditures for at least the next 12 months[87]. Future Outlook - The company expects revenue to increase in the remaining quarters of fiscal year 2026 due to more bulbs in inventory, subject to normal growing risks[65]. - Forward-looking statements indicate the Company anticipates adequate liquidity and capital resources for the next twelve months[91]. - The Company may need to raise additional capital through equity offerings or debt financing, which could dilute existing stockholders' ownership[88]. - The Company’s ability to raise additional capital may be adversely impacted by worsening global economic conditions and disruptions in credit markets[88]. Risks and Compliance - The Company faces risks including dependency on Dutch tulip bulbs and concentration of revenue among a small number of customers[92]. - The Audit Committee approved the entry into the 2024 Note and 2025 Notes, ensuring compliance with the Related Person Transaction Approval Policy[86]. - The 2025 Notes restrict the Company's ability to incur additional indebtedness, which may limit financial flexibility[85]. - The Company assumes no responsibility to update forward-looking statements unless required by law[92]. Acquisition Impact - Bloomia, acquired on February 22, 2024, produced over 75 million tulip stems in 2024, enhancing the company's market position in the fresh-cut tulip industry[56][57]. Shareholder Information - As of September 23, 2025, Kohler beneficially owned approximately 8.9% of the Company's outstanding Common Stock, while Air T owned greater than 10%[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 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 net loss of $1.1 million, or $0.64 per diluted share, in the same quarter of 2024 [10]. - EBITDA loss 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 Expectations and Financial Metrics - 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]. - Management utilizes non-GAAP financial measures like EBITDA to assess historical and prospective financial performance [24]. - The company aims to measure operational profitability consistently using these financial metrics [24]. - The financial results are used in presentations to the Board of Directors for performance evaluation [24]. - Compliance with covenants and restricted activities under the terms of the Credit Agreement is evaluated using these measures [24].

Press Alt+1 for screen-reader mode, Alt+0 to cancelAccessibility Screen-Reader Guide, Feedback, and Issue Reporting | New window Contact Us Back to the Newsroom Lendway, Inc. Announces September 30, 2025 Financial Results Monday, 10 November 2025 04:25 PM Topic:Â Net revenue was $5.2 million. Gross loss was $0.06 million, or (1.2)% of sales. Operating loss of $3.0 million compared to an operating loss of $1.4 million in the three months ended September 30, 2024. Net loss from continuing operations was $3.4 ...

Revenue Performance - Net revenue for the quarter ended June 30, 2025, was $23.2 million, a 37.0% increase from $16.9 million in the same quarter of 2024[6] - Net revenue for the six months ended June 30, 2025, was $35.6 million, up 42.4% from $25.0 million in the same period of 2024[7] - Revenue for Q2 2025 reached $23.179 million, a 37% increase from $16.920 million in Q2 2024[22] Profitability Metrics - Gross profit for the quarter was $5.4 million, or 23.3% of sales, compared to $3.9 million, or 23.1% of sales in the prior year[8] - Gross profit for the six months was $9.3 million, or 26.1% of sales, compared to $5.7 million, or 22.6% of sales in the prior year[9] - Gross profit for Q2 2025 was $5.391 million, up from $3.906 million in Q2 2024, reflecting a gross margin improvement[22] Operating Performance - Operating income for the quarter was $2.5 million, a significant increase from $0.2 million in the same quarter of 2024[10] - Operating income for the six months was $3.9 million, a turnaround from an operating loss of $1.5 million in the same period of 2024[11] - Operating income for Q2 2025 was $2.485 million, compared to $165,000 in Q2 2024, indicating significant operational efficiency gains[22] Net Income and Earnings - Net income attributable to Lendway for the quarter was $1.0 million, or $0.58 per diluted share, compared to a net loss of $0.5 million, or a loss of $0.29 per diluted share in the prior year[14] - Net income attributable to Lendway, Inc. for Q2 2025 was $1.047 million, a recovery from a loss of $515,000 in Q2 2024[22] - Basic earnings per share for Q2 2025 were $0.59, recovering from a loss of $0.29 in Q2 2024[22] Cash Flow and Financial Position - Cash provided by operating activities for the quarter was $6.3 million, an increase from $3.5 million in the same quarter of 2024[5] - As of June 30, 2025, cash and cash equivalents totaled $0.9 million, down from $1.8 million as of December 31, 2024, primarily due to debt repayments[18] - Cash and cash equivalents as of June 30, 2025, were $906,000, down from $1.759 million at the end of 2024[24] Other Financial Metrics - Adjusted EBITDA for the quarter was $2.6 million, compared to $2.0 million in the same quarter of 2024[16] - Adjusted EBITDA for Q2 2025 was $2.633 million, compared to $2.021 million in Q2 2024, showing a 30% year-over-year increase[27] - Total assets as of June 30, 2025, were $96.102 million, a decrease from $99.985 million at the end of 2024[24] - Total debt decreased to $34.083 million from $42.090 million, indicating improved financial leverage[24] - Comprehensive income attributable to Lendway, Inc. for Q2 2025 was $1.788 million, compared to a loss of $480,000 in Q2 2024[22]

[Explanatory Note](index=3&type=section&id=Explanatory%20Note) This section clarifies the company's fiscal year change and the reporting period covered by this Form 10-Q [Fiscal Year Change](index=3&type=section&id=Fiscal%20Year%20Change) The company has changed its fiscal year-end from December 31 to June 30. A transition report on Form 10-K will be filed for the six-month period ending June 30, 2025. This Form 10-Q covers the quarter ending March 31, 2025, within this transition period - The Company's Board of Directors approved a change in the **fiscal year end from December 31 to June 30**[5](index=5&type=chunk) - A transition report on Form 10-K will be filed for the **six-month period from January 1, 2025, to June 30, 2025**[5](index=5&type=chunk) - Quarterly reports will be filed based on the **new fiscal year, starting with the quarter ending September 30, 2025**[5](index=5&type=chunk) [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's discussion, market risk disclosures, and internal controls [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements reflect a significant shift following the Bloomia acquisition in February 2024. For the quarter ended March 31, 2025, revenue surged to $12.4 million, driving a net income of $0.45 million, a stark turnaround from a net loss of $1.16 million in the prior-year quarter. Total assets grew slightly to $100.5 million, primarily financed by long-term debt of $34.7 million. Cash from operations was positive at $1.7 million, though overall cash decreased due to debt repayments [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased slightly to $100.5 million as of March 31, 2025, from $100.0 million at December 31, 2024. The increase was driven by higher accounts receivable, offset by lower inventories and cash. Total liabilities decreased to $87.9 million from $88.1 million, mainly due to a reduction in long-term debt, while total stockholders' equity rose to $12.6 million from $11.9 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$100,514** | **$99,985** | | Cash and cash equivalents | $1,308 | $1,759 | | Accounts receivable, net | $4,475 | $2,243 | | Inventories | $11,922 | $13,370 | | Goodwill | $10,860 | $10,705 | | **Total Liabilities** | **$87,946** | **$88,091** | | Total current liabilities | $13,532 | $7,812 | | Long-term debt, net | $34,665 | $36,608 | | **Total Stockholders' Equity** | **$12,568** | **$11,894** | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) For the three months ended March 31, 2025, the company reported net revenue of $12.4 million and a net income attributable to Lendway, Inc. of $449,000. This represents a significant improvement from the same period in 2024, which saw revenues of $8.0 million and a net loss of $1.16 million. The turnaround was driven by a full quarter of operations from the Bloomia acquisition and improved gross margins Q1 2025 vs. Q1 2024 Performance (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenue, net | $12,443 | $8,033 | | Gross profit | $3,889 | $1,744 | | Operating income (loss) | $1,432 | $(1,644) | | Net income (loss) attributable to Lendway, Inc. | $449 | $(1,163) | | Basic and diluted EPS | $0.25 | $(0.67) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2025, net cash provided by operating activities was $1.7 million, an increase from $1.5 million in Q1 2024. Investing activities used a minimal $68,000, compared to a significant $34.4 million outflow in the prior year due to the Bloomia acquisition. Financing activities used $2.1 million for debt repayments, in contrast to a $21.8 million inflow in Q1 2024 used to fund the acquisition. Overall, cash and cash equivalents decreased by $451,000 during the quarter Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,737 | $1,470 | | Net cash used in investing activities | $(68) | $(34,372) | | Net cash (used in) provided by financing activities | $(2,132) | $21,835 | | **Net decrease in cash and cash equivalents** | **$(451)** | **$(11,064)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's transformation into a specialty agricultural firm following the February 2024 acquisition of Bloomia, a major tulip producer. The acquisition was funded by $53.4 million in cash and debt. Revenue is now primarily from tulip sales to supermarkets and wholesalers, with significant customer concentration. The company holds substantial debt, including a term loan, revolving credit facility, and a related-party note from major shareholder Air T Inc. A key purchase obligation requires the company to buy $1.65 million in tulip bulbs annually through 2028 - The company is now a **specialty agricultural company** focused on its investment in **Bloomia**, a significant producer of **fresh-cut tulips in the U.S.**, acquired on **February 22, 2024**[16](index=16&type=chunk) - The Bloomia acquisition's total consideration was **$53.36 million**, comprising **$34.9 million in cash**, **$15.45 million in seller bridge loans**, and **$2.99 million in equity** issued to Bloomia's CEO (**18.6% noncontrolling interest**)[33](index=33&type=chunk) - In Q1 2025, **four customers** accounted for **17%**, **17%**, **13%**, and **11%** of total revenues, indicating **significant customer concentration**[29](index=29&type=chunk) - The company has a purchase obligation to buy **$1.65 million** of tulip bulbs **annually through 2028** from a third-party[61](index=61&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant year-over-year revenue and profit growth in Q1 2025 to the inclusion of a full quarter of operations from the Bloomia acquisition, compared to only a partial quarter in Q1 2024. Gross margin improved from 21.7% to 31.3%, benefiting from higher sales volume and the absence of a one-time inventory write-up that occurred post-acquisition in 2024. SG&A expenses decreased due to non-recurring acquisition costs in the prior year. The company's liquidity is seasonal, peaking in the first half of the year. It is managed through cash from operations and debt facilities, including a credit agreement and a related-party note. A debt covenant was breached due to the timing of the Easter holiday, but a waiver was obtained from the lender [Company Overview](index=24&type=section&id=Company%20Overview) Lendway is a specialty agricultural company whose primary operations are through its majority-owned subsidiary, Bloomia, a leading producer of fresh-cut tulips in the U.S. with operations in the Netherlands and South Africa. Bloomia sources bulbs internationally for year-round production and sells primarily to large U.S. retailers. The business is seasonal, with sales peaking in the spring - The company's primary operations are through **Bloomia**, a **leader in the fresh-cut tulip industry in the U.S.**, which nurtured **over 75 million tulip stems in 2024**[68](index=68&type=chunk)[69](index=69&type=chunk) - Bloomia operates in the **U.S., the Netherlands, and South Africa**, and sources bulbs from the **Netherlands, Chile, and New Zealand** for **year-round supply**[69](index=69&type=chunk)[70](index=70&type=chunk) - The tulip sales business is **seasonal**, with the **strongest sales season in the spring**. **Inventory peaks in the first calendar quarter**, while accounts receivable and inventory are **lowest in the summer**[74](index=74&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Q1 2025 revenue increased to $12.4 million from $8.0 million in Q1 2024, primarily because the 2025 results include a full quarter of Bloomia's operations versus a partial quarter in 2024. Gross profit margin rose to 31.3% from 21.7%, as the prior-year period included a $1.36 million inventory fair value amortization. SG&A expenses fell to $2.5 million from $3.4 million, mainly due to $1.5 million in non-recurring acquisition costs in Q1 2024. Consequently, operating income was $1.4 million, a significant reversal from a $1.6 million loss in the prior year - Revenue increased in Q1 2025 due to a **full quarter of revenue from the Bloomia acquisition**, compared to only partial revenue from the acquisition date (Feb 22, 2024) through March 31, 2024[77](index=77&type=chunk) - **Gross margin increased to 31.3% in Q1 2025 from 21.7% in Q1 2024**. The prior year's margin was negatively impacted by a **$1,360,000 amortization of inventory written up to fair value** during the acquisition[78](index=78&type=chunk) - **SG&A expenses decreased** primarily due to **$1,542,000 of acquisition-related costs** incurred in Q1 2024, which were not repeated in Q1 2025[80](index=80&type=chunk) EBITDA Reconciliation (Non-GAAP, in thousands) | | Three Months Ended March 31, | | :--- | :--- | :--- | | | **2025** | **2024** | | Net income (loss) from continuing operations | $617 | $(1,486) | | Interest expense, net | $970 | $225 | | Income tax expense (benefit) | $156 | $(347) | | Depreciation and amortization | $835 | $300 | | **EBITDA** | **$2,578** | **$(1,308)** | [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is seasonal, with cash collection concentrated in the first half of the calendar year. Working capital decreased from $11.0 million to $6.3 million during the quarter as cash from sales was used to pay down debt. The company finances operations through cash flow, an $18M term loan, and a revolving credit facility (temporarily increased to $8M, now back to $6M). A covenant breach related to the senior cash flow leverage ratio occurred due to the timing of Easter sales but was waived by the lender. The company believes it has sufficient liquidity for the next 12 months from operations and existing credit facilities - **Working capital was $6.3 million** at March 31, 2025, a **decrease from $11.0 million** at December 31, 2024, as cash from sales was used to **repay approximately $2.0 million** on its revolving credit line[91](index=91&type=chunk) - The company was in **breach of its maximum senior cash flow leverage ratio covenant** as of March 31, 2025, due to a shift in Easter holiday sales. The lender subsequently **waived this breach with no financial impact**[43](index=43&type=chunk)[101](index=101&type=chunk) - The company has a **Delayed Draw Term Note** with **Air T Inc.** (a related party and >10% shareholder) for **up to $3.75 million** to fund operations[48](index=48&type=chunk)[104](index=104&type=chunk) - Management expects **sufficient liquidity for at least the next 12 months** from cash from operations and available credit facilities[106](index=106&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Lendway, Inc. is not required to provide the disclosure requested under this item - The company is a **smaller reporting company** and is **not required to provide disclosure** pursuant to this item[112](index=112&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on an evaluation conducted by management, including the principal executive and financial officers, the company's disclosure controls and procedures were deemed effective as of March 31, 2025. There were no material changes to the company's internal control over financial reporting during the quarter - Management concluded that the Company's **disclosure controls and procedures were effective** as of the end of the period covered by this report[113](index=113&type=chunk) - There were **no changes in the Company's internal control over financial reporting** during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, its internal controls[114](index=114&type=chunk) [PART II. OTHER INFORMATION](index=36&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, other disclosures, and a list of exhibits [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company was not involved in any material legal claims or actions as of March 31, 2025, that would be expected to have a material adverse effect on its financial position, operations, or liquidity - As of March 31, 2025, the Company was **not involved in any material claims or legal actions**[60](index=60&type=chunk)[117](index=117&type=chunk) [Risk Factors](index=36&type=page&id=Item%201A.%20Risk%20Factors) There have been no material changes to the company's risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been **no material changes in risk factors** from those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[118](index=118&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company has a stock repurchase authorization for up to 400,000 shares, approved in August 2023. No shares were repurchased during the three months ended March 31, 2025. As of the end of the quarter, 315,792 shares remained available for repurchase under this program - The company has a **stock repurchase authorization for up to 400,000 shares**[119](index=119&type=chunk) - There was **no repurchase activity** for the three months ended March 31, 2025[119](index=119&type=chunk) - As of March 31, 2025, **315,792 shares remained available for repurchase** under the existing authorization[119](index=119&type=chunk) [Other Information](index=36&type=section&id=Item%205.%20Other%20Information) During the first quarter of 2025, no director or officer of the company adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - **No director or officer adopted, modified, or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement'** during the quarter[122](index=122&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including asset purchase agreements, corporate governance documents, and certifications required by the Sarbanes-Oxley Act. Financial data is also provided in inline XBRL format - The report includes exhibits such as the **Asset Purchase Agreement, Agreement for the Sale and Purchase of Shares, Certificate of Incorporation, Bylaws, and various officer certifications**[123](index=123&type=chunk)

[Overview and Management Commentary](index=1&type=section&id=Overview%20and%20Management%20Commentary) Lendway reported strong Q1 2025 financial performance driven by a robust spring tulip season and Bloomia's full-quarter contribution, with a fiscal year-end change to June 30 - Strong financial performance in Q1 2025 is attributed to a successful spring tulip season, with expectations for these positive trends to continue due to upcoming holiday sales[3](index=3&type=chunk) - The upcoming quarter will be the first to provide a direct year-over-year comparison of Bloomia's operations under Lendway's ownership, without the distortion of acquisition-related costs and partial quarter results[3](index=3&type=chunk) - The company's board of directors has approved a change in the fiscal year-end from December 31 to June 30, with a six-month transition period ending June 30, 2025[3](index=3&type=chunk) [Quarterly Financial Performance](index=1&type=section&id=Quarterly%20Financial%20Performance) The company achieved a significant financial turnaround in Q1 2025, driven by Bloomia's full contribution and improved margins, shifting to profitability Q1 2025 vs. Q1 2024 Key Financial Highlights | Financial Metric | Q1 2025 (million $) | Q1 2024 (million $) | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $12.4 | $8.0 | +55.0% | | Gross Profit | $3.9 | $1.7 | +129.4% | | Gross Margin | 31.3% | 21.7% | +9.6 p.p. | | Operating Income (Loss) | $1.4 | ($1.6) | Turnaround to Profit | | Net Income (Loss) Attributable to Lendway | $0.4 | ($1.2) | Turnaround to Profit | | EPS (basic and diluted) | $0.25 | ($0.67) | Turnaround to Profit | | Adjusted EBITDA | $2.6 | $1.6 | +62.5% | [Net Revenue](index=1&type=section&id=Net%20Revenue) Net revenue increased to $12.4 million in Q1 2025, primarily due to a full quarter of Bloomia's revenue contribution Net Revenue Comparison | Period | Net Revenue (million $) | | :--- | :--- | | Q1 2025 | $12.4 | | Q1 2024 | $8.0 | - All revenue was generated by Bloomia. The year-over-year increase reflects three full months of revenue in 2025 compared to about six weeks in 2024[4](index=4&type=chunk) [Gross Profit](index=2&type=section&id=Gross%20profit) Gross profit rose significantly to $3.9 million (31.3% margin) in Q1 2025, driven by higher sales efficiency and no prior-year amortization costs Gross Profit and Margin Comparison | Period | Gross Profit (million $) | Gross Margin | | :--- | :--- | :--- | | Q1 2025 | $3.9 | 31.3% | | Q1 2024 | $1.7 | 21.7% | - The 2024 period included **$1.4 million** of amortization costs from an inventory write-up to fair value related to the Bloomia acquisition, which negatively impacted the gross margin in that quarter[6](index=6&type=chunk) [Operating Income (Loss)](index=2&type=section&id=Operating%20income%20%28loss%29) Operating income reached $1.4 million in Q1 2025, a turnaround from a $1.6 million loss, due to Bloomia's full contribution and no prior-year acquisition costs Operating Income (Loss) Comparison | Period | Operating Income (Loss) (million $) | | :--- | :--- | | Q1 2025 | $1.4 | | Q1 2024 | ($1.6) | [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 per share) in Q1 2025, a recovery from a $1.2 million loss, driven by Bloomia and reduced transaction costs Net Income (Loss) and EPS Comparison | Metric | Q1 2025 (million $) | Q1 2024 (million $) | | :--- | :--- | :--- | | Net Income (Loss) Attributable to Lendway | $0.4 | ($1.2) | | EPS (basic and diluted) | $0.25 | ($0.67) | [Adjusted EBITDA](index=2&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA increased to $2.6 million in Q1 2025, primarily due to a full quarter of Bloomia's operating income Adjusted EBITDA Comparison | Period | Adjusted EBITDA (million $) | | :--- | :--- | | Q1 2025 | $2.6 | | Q1 2024 | $1.6 | - Bloomia generated **$3.0 million** of adjusted EBITDA in Q1 2025, compared to **$2.2 million** from its acquisition date through March 31, 2024[11](index=11&type=chunk) [Balance Sheet Summary](index=2&type=section&id=Balance%20Sheet%20Summary) As of March 31, 2025, Lendway reported $1.3 million in cash, $6.3 million in working capital, and reduced total debt to $40.6 million Selected Balance Sheet Data | Account | March 31, 2025 (million $) | December 31, 2024 (million $) | | :--- | :--- | :--- | | Cash and cash equivalents | $1.3 | $1.8 | | Working capital | $6.3 | $11.0 | | Total debt | $40.6 | $42.1 | | Total assets | $100.5 | $100.0 | | Stockholders' equity | $12.6 | $11.9 | - The decrease in cash and total debt during the quarter was primarily due to debt repayments[12](index=12&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section presents the unaudited Condensed Consolidated Statements of Operations and selected balance sheet data for the specified periods [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The consolidated statement of operations shows a shift to net income in Q1 2025, with $12.4 million net revenue and $0.4 million net income, contrasting with Q1 2024's loss Condensed Consolidated Statement of Operations (in thousands) | Line Item | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--- | :--- | :--- | | Revenue, net | $12,443 | $8,033 | | Gross profit | $3,889 | $1,744 | | Operating income (loss) | $1,432 | ($1,644) | | Net income (loss) from continuing operations | $617 | ($1,486) | | Net income (loss) attributable to Lendway, Inc. | $449 | ($1,163) | | Basic and diluted earnings per share | $0.25 | ($0.67) | [Selected Balance Sheet Data](index=5&type=section&id=Selected%20Balance%20Sheet%20Data) The balance sheet as of March 31, 2025, shows total assets of $100.5 million, with reduced cash, working capital, and total debt compared to year-end 2024 Balance Sheet Data Summary (in thousands) | Line Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $1,308 | $1,759 | | Working capital | $6,274 | $11,026 | | Total assets | $100,514 | $99,985 | | Total debt | $40,562 | $42,090 | [Non-GAAP Reconciliations](index=5&type=section&id=Non-GAAP%20Reconciliations) Lendway provides non-GAAP reconciliations for Adjusted EBITDA and Bloomia Adjusted EBITDA, offering a clearer view of core operating performance by excluding non-recurring items - The company uses non-GAAP measures like Adjusted EBITDA to eliminate the effects of non-recurring transactions and provide supplemental information about core operating performance[19](index=19&type=chunk)[20](index=20&type=chunk) [Reconciliation of Net Income to Adjusted EBITDA](index=5&type=section&id=Reconciliation%20of%20Net%20Income%20to%20Adjusted%20EBITDA) Q1 2025 Net Income of $0.6 million is reconciled to Adjusted EBITDA of $2.6 million, reflecting adjustments for interest, taxes, D&A, and non-recurring costs Reconciliation to Adjusted EBITDA (in thousands) | Line Item | Q1 2025 (in thousands) | Q1 2024 (in thousands) | | :--- | :--- | :--- | | Net income (loss) from continuing operations | $617 | $(1,486) | | Interest expense, net | $970 | $225 | | Income tax expense (benefit) | $156 | $(347) | | Depreciation and amortization | $835 | $300 | | **EBITDA** | **$2,578** | **$(1,308)** | | Acquisition and integration-related costs | $24 | $1,542 | | Non-cash step-up inventory write-off | $— | $1,360 | | **Adjusted EBITDA** | **$2,641** | **$1,594** | [Reconciliation of Bloomia Adjusted EBITDA](index=6&type=section&id=Reconciliation%20of%20Bloomia%20Adjusted%20EBITDA) This reconciliation shows Bloomia's Q1 2025 Adjusted EBITDA of $3.0 million, contributing significantly to the total company's $2.6 million Adjusted EBITDA after corporate overhead Bloomia vs. Lendway Overhead Adjusted EBITDA for Q1 2025 (in thousands) | Segment | Adjusted EBITDA (in thousands) | | :--- | :--- | | Bloomia | $2,981 | | Lendway Overhead | ($340) | | **Total Company** | **$2,641** |

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, representing 9.4% of sales[5]. - 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][9]. - 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, up from a loss of $3.0 million in 2023[12]. - Revenue for Q4 2024 was $6,192,000, compared to $0 in Q4 2023, indicating a significant increase[21]. - Gross loss for Q4 2024 was $(582,000), while the gross profit for the year ended December 31, 2024 was $6,509,000[21]. - Operating loss for Q4 2024 was $(3,888,000), compared to $(536,000) in Q4 2023, reflecting increased operational challenges[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]. - Adjusted EBITDA for the year ended December 31, 2024 was $1,013,000, a recovery from $(3,512,000) in 2023[26]. Cash and Liquidity - Cash and cash equivalents as of December 31, 2024, were $1.8 million, down from $16.1 million a year prior[18]. - Cash and cash equivalents decreased to $1,759,000 in 2024 from $16,077,000 in 2023, indicating liquidity challenges[23]. Assets and Liabilities - Total assets as of December 31, 2024 were $99,985,000, a significant increase from $16,673,000 in 2023[23]. - 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 reported a net loss attributable to Lendway, Inc. of $(2,940,000) for Q4 2024, compared to $(324,000) in Q4 2023[21]. - The company is focusing on acquisition-related costs and integration, with $2,877,000 in costs reported for the year ended December 31, 2024[26].