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].

FOR IMMEDIATE RELEASE Exhibit 99.1 Contact: Lendway, Inc. Biz McShane, CFO (763) 392-6200 LENDWAY, INC. ANNOUNCES SEPTEMBER 30, 2025 FINANCIAL RESULTS MINNEAPOLIS, MN – November 10, 2025 – Lendway, Inc. (Nasdaq: LDWY) ("Lendway" or the "Company") today announced its financial results for the three months ended September 30, 2025. Overview Three months ended September 30, 2025 Lendway's Chairman and Co-Chief Executive Officer, Mark Jundt, commented, "This quarter reflects the natural seasonality of our busin ...

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 ...

Lendway, Inc. Biz McShane, CFO (763) 392-6200 Exhibit 99.1 Contact: FOR IMMEDIATE RELEASE LENDWAY, INC. ANNOUNCES JUNE 30, 2025 FINANCIAL RESULTS MINNEAPOLIS, MN – August 28, 2025 – Lendway, Inc. (Nasdaq: LDWY) ("Lendway" or the "Company") today announced its financial results for the three and six months ended June 30, 2025. Overview ● Net revenue was $35.6 million. ● Gross profit was $9.3 million, or 26.1% of sales. ● Operating income of $3.9 million compared to an operating loss of $1.5 million in the si ...

[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** |

FOR IMMEDIATE RELEASE LENDWAY, INC. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS MINNEAPOLIS, MN – March 27, 2025 – Lendway, Inc. (Nasdaq: LDWY) ("Lendway" or the "Company") today announced its financial results for the fourth quarter and year-ended December 31, 2024 ("Q4"). Overview Fourth quarter fiscal year 2024 Exhibit 99.1 Contact: Lendway, Inc. Biz McShane, CFO (763) 392-6200 Fiscal year 2024 Lendway's Chairman and Co-Chief Executive Officer, Mark Jundt commented, "As we close the boo ...

PART I. [Business and Risk Factors](index=4&type=section&id=PART%20I.) This section details Lendway, Inc.'s strategic shift to a specialty agricultural company, focusing on its Bloomia acquisition, and outlines various competitive, economic, and operational risks [Business Overview](index=4&type=section&id=Item%201.%20Business) Lendway, Inc. transformed into a specialty agricultural company, acquiring Bloomia, a leading U.S. fresh-cut tulip producer, and divesting its legacy businesses to focus on the agricultural sector - Lendway, Inc. changed its name from "Insignia Systems, Inc." effective August 4, 2023, and its common stock now trades under the symbol "LDWY" on The Nasdaq Stock Market LLC[10](index=10&type=chunk) - The Company has evolved into a specialty agricultural ("ag") company, focusing on making and managing ag investments in the U.S. and internationally[11](index=11&type=chunk) - On February 22, 2024, Lendway acquired Bloomia B.V., a significant producer of fresh cut tulips in the U.S., nurturing over **75 million stems annually**. The acquisition was for **$47.5 million**, financed with company cash, a new credit facility, promissory notes, and an equity interest[12](index=12&type=chunk)[16](index=16&type=chunk) - The Company sold its legacy In-Store Marketing Business for **$3,500,000** and discontinued its non-bank lending business to focus solely on the ag business[12](index=12&type=chunk)[13](index=13&type=chunk)[14](index=14&type=chunk) - Bloomia operates from three strategically positioned locations: the United States, the Netherlands, and South Africa, and holds a **30% interest** in a greenhouse business in Chile[18](index=18&type=chunk) - Bloomia nurtured over **95 million tulip stems in 2024**, a **25% increase** over the prior year, sourcing approximately **80% of bulbs from the Netherlands** and **20% from the Southern Hemisphere**[18](index=18&type=chunk)[28](index=28&type=chunk) - Bloomia's business model of shipping bulbs for local production significantly lowers its carbon footprint compared to importers who air ship stems[34](index=34&type=chunk) Bloomia's U.S. Revenue Concentration (FY2024) | Customer Type | % of U.S. Revenue | | :-------------- | :------------------ | | Customer 1 | 34% | | Customer 2 | 20% | | Customer 3 | 11% | U.S. Cut Flower Market (2024 Estimates) | Metric | Value | | :---------------------- | :---------------- | | Total Market Size | ~$8 billion | | Imported Share | ~80% | | U.S. Produced Share | ~20% | | Tulip Stems Share | ~15% of total | | Bloomia's Tulip Market Share (U.S. grown) | ~20% | [Risk Factors](index=8&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including intense competition, high customer concentration, economic volatility, dependence on Bloomia's success, operational complexities, and cybersecurity threats - Bloomia's revenue is highly concentrated, with **three customers accounting for approximately 65% of its revenue** in calendar 2024, posing a significant risk if one or more reduce purchases[44](index=44&type=chunk) - The majority of the Company's debt carries floating interest rates (Term SOFR + 3.0%), making it vulnerable to interest rate fluctuations[46](index=46&type=chunk) - The Company's cash flow and ability to service debt are highly dependent on Bloomia's performance due to substantial capital committed to its acquisition and growth[49](index=49&type=chunk) - The Credit Agreement restricts Tulp 24.1's ability to make distributions to Lendway, potentially constraining cash available for corporate expenses and future acquisitions[57](index=57&type=chunk) - The Company's success is highly dependent on Bloomia's CEO, Werner Jansen, and the loss of key management could adversely affect business strategy and financial results[58](index=58&type=chunk) - Bloomia's international operations (South Africa, Chile, Netherlands) expose the Company to risks such as foreign currency fluctuations, adverse tax consequences, and compliance with diverse foreign laws[62](index=62&type=chunk)[63](index=63&type=chunk) - The agricultural business is subject to inherent risks like insects, plant diseases, and quality issues; in June 2023, Bloomia wrote off **$900,000 of tulip bulb inventory** due to quality problems[68](index=68&type=chunk)[70](index=70&type=chunk) - Significant stockholders, particularly Air T Inc. and its affiliates, collectively own approximately **40% of outstanding common shares**, potentially exerting control over matters requiring stockholder approval[82](index=82&type=chunk)[143](index=143&type=chunk) [Unresolved Staff Comments](index=17&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) As a smaller reporting company, Lendway, Inc. is not required to provide disclosure regarding unresolved staff comments [Cybersecurity](index=17&type=section&id=Item%201C.%20Cybersecurity) Lendway manages cybersecurity through outsourced IT services, conducting annual vulnerability scans and employee training, with Board oversight, and identified no material threats as of December 31, 2024 - Lendway's cyber environment primarily consists of outsourced IT operations, with providers implementing a cybersecurity framework including multiple products[88](index=88&type=chunk) - Annual internal and external vulnerability scans are completed, and regular phishing exercises and employee awareness training are conducted by the outsourced provider[89](index=89&type=chunk) - The full Board of Directors and the Audit Committee provide oversight of the risk management program, including cybersecurity and monitoring third-party IT providers[91](index=91&type=chunk) - As of December 31, 2024, no cybersecurity threats that materially affected or are reasonably likely to materially affect the Company were identified[92](index=92&type=chunk) [Properties](index=17&type=section&id=Item%202.%20Properties) Lendway leases its corporate headquarters in Minneapolis and its primary greenhouse facility in King George, Virginia, along with international office and greenhouse spaces in the Netherlands and South Africa - The Company leases **1,700 square feet** for its corporate headquarters in Minneapolis, Minnesota through September 30, 2025[94](index=94&type=chunk) - Fresh Tulips USA, LLC leases a **360,000 square foot greenhouse facility** in King George, Virginia through 2028[94](index=94&type=chunk) - Bloomia leases a **107,000 square foot office and warehouse space** in the Netherlands through 2027 and operates a **21,000 square foot greenhouse** in South Africa through 2028[94](index=94&type=chunk) [Legal Proceedings](index=17&type=section&id=Item%203.%20Legal%20Proceedings) Lendway's legal proceedings are detailed in Note 14 to the financial statements, with no material claims identified as of December 31, 2024, that would adversely affect its financial position - A description of legal proceedings is contained in Note 14 to the consolidated financial statements[95](index=95&type=chunk) - As of December 31, 2024, the Company was not involved in any material claims or legal actions which, in the opinion of management, the ultimate disposition would have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity[278](index=278&type=chunk) [Mine Safety Disclosures](index=18&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Lendway, Inc. PART II. [Financial Information](index=19&type=section&id=PART%20II.) This section provides an overview of Lendway's financial performance, market information, management's discussion and analysis, and the consolidated financial statements [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=19&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Lendway's common stock trades on Nasdaq under LDWY, with approximately 122 record holders, no regular dividends, and an active stock repurchase authorization - The Company's common stock is listed on the Nasdaq Capital Market under the symbol **LDWY**[99](index=99&type=chunk) - As of March 21, 2025, there were approximately **122 holders of record** for the common stock[100](index=100&type=chunk) - The Company has not historically paid dividends, other than two one-time special dividends in 2011 and 2016[101](index=101&type=chunk) - A stock repurchase authorization for up to **400,000 shares** was approved on August 28, 2023; as of December 31, 2024, **315,792 shares remained available** for repurchase[102](index=102&type=chunk) [Item 6. [Reserved]](index=19&type=section&id=Item%206.%20[Reserved]) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Lendway's financial performance in 2024 reflects its transformation into an agricultural company, with significant Bloomia revenue, a net loss from acquisition costs and increased expenses, and reduced liquidity - The Company acquired majority ownership in Bloomia on February 22, 2024, for a total consideration of **$53,360,000**, funded by cash, seller bridge loans, and equity issued as noncontrolling interest[107](index=107&type=chunk)[132](index=132&type=chunk) - The Company sold its In-Store Marketing Business in August 2023 for **$3,500,000** and discontinued its non-bank lending business to focus solely on the ag business[109](index=109&type=chunk)[110](index=110&type=chunk) Consolidated Statements of Operations Highlights (Year Ended December 31) | Metric | 2024 ($000) | 2023 ($000) | Change ($000) | Change (%) | | :----------------------------------------- | :---------- | :---------- | :------------ | :--------- | | Revenue, net | 37,773 | — | 37,773 | — | | Cost of goods sold | 31,264 | — | 31,264 | — | | Gross profit | 6,509 | — | 6,509 | — | | Gross profit as a percent of revenue | 17.2% | NA | | | | Sales, general and administrative expenses | 13,226 | 3,519 | 9,707 | 276 | | Operating loss | (6,717) | (3,519) | (3,198) | 91 | | Interest expense (income), net | 2,969 | (518) | 3,487 | NA | | Net loss from continuing operations | (6,901) | (3,021) | (3,880) | 128 | | Income from discontinued operations, net of tax | 224 | 5,435 | (5,211) | (96) | | Net (loss) income attributable to Lendway, Inc. | (5,743) | 2,414 | (8,157) | (338) | - Sales, general and administrative expenses increased by **$9,707,000 (276%)** in 2024, primarily due to the Bloomia acquisition, including **$1,542,000 in acquisition costs** and **$1,335,000 in integration-related costs**[117](index=117&type=chunk) - Interest expense, net, was **$2,969,000 in 2024**, compared to interest income of **$518,000 in 2023**, due to new debt incurred for the Bloomia acquisition[118](index=118&type=chunk) EBITDA Reconciliation (Year Ended December 31) | Metric | 2024 ($000) | 2023 ($000) | | :----------------------------------- | :---------- | :---------- | | Net loss from continuing operations | (6,901) | (3,021) | | Interest expense (income), net | 2,969 | (518) | | Income tax (benefit) expense | (2,329) | 20 | | Depreciation and amortization | 2,641 | 7 | | **EBITDA** | **(3,620)** | **(3,512)** | - Working capital decreased from **$15,525,000 at December 31, 2023, to $11,026,000 at December 31, 2024**. Cash and cash equivalents decreased by **$14,318,000 to $1,759,000**[128](index=128&type=chunk) - Net cash used in operating activities was **$4,120,000 in 2024**, primarily due to **$12,200,000 used to purchase tulip bulbs**[129](index=129&type=chunk) - Net cash used in investing activities was **$35,148,000 in 2024**, mainly for the Bloomia acquisition[130](index=130&type=chunk) - Net cash provided by financing activities was **$24,882,000 in 2024**, primarily from the Credit Agreement for the Bloomia acquisition, including an **$18,000,000 term loan** and a **$6,000,000 revolving credit facility** (temporarily increased to **$8,000,000**)[131](index=131&type=chunk)[133](index=133&type=chunk) - The Company also entered into a related party unsecured Delayed Draw Term Note with Air T Inc. for up to **$3,500,000** (increased to **$3,750,000 in January 2025**) to fund operations[141](index=141&type=chunk)[142](index=142&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Lendway, Inc. is not required to provide quantitative and qualitative disclosures about market risk [Financial Statements and Supplementary Data](index=30&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Lendway's audited consolidated financial statements for 2024 and 2023, reflecting the Bloomia acquisition and discontinued operations, along with key accounting policies and detailed financial notes - The consolidated financial statements include all wholly and majority-owned subsidiaries, with Bloomia's operations included since its acquisition date of February 22, 2024[191](index=191&type=chunk) - The In-Store Marketing Business operations are presented as discontinued operations for all periods presented, following its sale on August 3, 2023[194](index=194&type=chunk) Consolidated Balance Sheet Highlights (As of December 31) | Metric | 2024 ($000) | 2023 ($000) | | :--------------------------- | :---------- | :---------- | | Total current assets | 18,838 | 16,621 | | Total assets | 99,985 | 16,673 | | Total current liabilities | 7,812 | 1,096 | | Total Long-term liabilities | 80,279 | 45 | | Total Stockholders' equity | 11,894 | 15,532 | Consolidated Statements of Cash Flows Highlights (Year Ended December 31) | Metric | 2024 ($000) | 2023 ($000) | | :---------------------------------------------- | :---------- | :---------- | | Net cash used in operating activities | (4,052) | 518 | | Net cash (used in) provided by investing activities | (35,148) | 1,508 | | Net cash provided by (used in) financing activities | 24,882 | (473) | | Net (decrease) increase in cash and cash equivalents | (14,318) | 1,553 | | Cash and cash equivalents, end of period | 1,759 | 16,077 | - The preliminary allocation of the Bloomia acquisition purchase price of **$53,360,000** included **$10,888,000 in goodwill** and **$26,870,000 in intangible assets** (trade name and customer relationships)[234](index=234&type=chunk) - For the year ended December 31, 2024, Bloomia contributed **$37,773,000 in revenue** and a net loss before taxes of approximately **$5,022,000** to the consolidated statements[235](index=235&type=chunk) - Total long-term debt, net, increased significantly to **$36,608,000 at December 31, 2024**, from zero in 2023, primarily due to the Credit Agreement and seller notes for the Bloomia acquisition[181](index=181&type=chunk)[248](index=248&type=chunk) - The Company recorded an income tax benefit of **$2,329,000 in 2024**, with an effective tax rate of **25.2%**, compared to an expense of **$20,000 in 2023**[119](index=119&type=chunk)[271](index=271&type=chunk)[272](index=272&type=chunk) [Report of Independent Registered Public Accounting Firm](index=31&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Boulay PLLP issued an unqualified opinion on Lendway's 2024 and 2023 consolidated financial statements, identifying the valuation of acquired intangible and long-lived assets as a critical audit matter - Boulay PLLP audited the consolidated financial statements for Lendway, Inc. for the years ended December 31, 2024 and 2023, issuing an unqualified opinion that the statements present fairly, in all material respects, the financial position and results of operations in conformity with GAAP[171](index=171&type=chunk)[172](index=172&type=chunk) - A critical audit matter identified was the valuation of acquired intangible and certain long-lived assets in the Bloomia acquisition, due to significant judgment required in determining estimated fair values[177](index=177&type=chunk) [Consolidated Balance Sheets](index=33&type=section&id=Consolidated%20Balance%20Sheets) This section presents Lendway's consolidated balance sheets, detailing assets, liabilities, and equity as of December 31, 2024, and 2023, reflecting the impact of the Bloomia acquisition Consolidated Balance Sheet (As of December 31) | Assets/Liabilities/Equity | 2024 ($000) | 2023 ($000) | | :------------------------ | :---------- | :---------- | | Cash and cash equivalents | 1,759 | 16,077 | | Inventories | 13,370 | — | | Property and equipment, net | 11,316 | 35 | | Goodwill | 10,705 | — | | Intangible assets, net | 25,568 | — | | Operating lease right-of-use assets | 32,942 | 7 | | Total assets | 99,985 | 16,673 | | Accounts payable | 3,019 | 32 | | Long-term debt, net | 36,608 | — | | Related party note payable | 3,569 | — | | Deferred tax liabilities, net | 7,642 | — | | Total Long-term liabilities | 80,279 | 45 | | Total Stockholders' equity | 11,894 | 15,532 | [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=34&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) This section provides Lendway's consolidated statements of operations and comprehensive income (loss) for 2024 and 2023, highlighting revenue, expenses, and net income (loss) from continuing and discontinued operations Consolidated Statements of Operations and Comprehensive Income (Loss) (Year Ended December 31) | Metric | 2024 ($000) | 2023 ($000) | | :----------------------------------------- | :---------- | :---------- | | Revenue, net | 37,773 | — | | Cost of goods sold | 31,264 | — | | Gross profit | 6,509 | — | | Sales, general and administrative expenses | 13,226 | 3,519 | | Operating loss | (6,717) | (3,519) | | Interest expense (income), net | 2,969 | (518) | | Net loss from continuing operations | (6,901) | (3,021) | | Income from discontinued operations, net of tax | 224 | 2,474 | | Gain from sale of discontinued operations, net of tax | — | 2,961 | | Net (loss) income including noncontrolling interest | (6,677) | 2,414 | | Net (loss) income attributable to Lendway, Inc. | (5,743) | 2,414 | | Basic and diluted earnings per share | (3.24) | 1.36 | [Consolidated Statements of Stockholders' Equity](index=35&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) This section details changes in Lendway's stockholders' equity for 2024 and 2023, including the impact of noncontrolling interests, stock-based compensation, and net income (loss) Consolidated Statements of Stockholders' Equity (Year Ended December 31) | Metric | 2024 ($000) | 2023 ($000) | | :----------------------------------------- | :---------- | :---------- | | Balance at December 31, 2023 | 15,532 | 13,401 | | Issuance of noncontrolling interests in acquisition | 2,990 | — | | Value of stock based compensation | 60 | 44 | | Net loss | (6,677) | 2,414 | | Other comprehensive loss | (11) | — | | Balance at December 31, 2024 | 11,894 | 15,532 | [Consolidated Statements of Cash Flows](index=36&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section presents Lendway's consolidated statements of cash flows for 2024 and 2023, categorizing cash movements from operating, investing, and financing activities Consolidated Statements of Cash Flows (Year Ended December 31) | Activity | 2024 ($000) | 2023 ($000) | | :------------------------------------------------ | :---------- | :---------- | | Net cash used in operating activities of continuing operations | (4,120) | (2,905) | | Net cash provided by operating activities of discontinued operations | 68 | 3,423 | | Net cash (used in) provided by operating activities | (4,052) | 518 | | Net cash (used in) provided by investing activities of continuing operations | (35,148) | 1,532 | | Net cash used in investing activities of discontinued operations | — | (24) | | Net cash (used in) provided by investing activities | (35,148) | 1,508 | | Net cash provided by (used in) financing activities | 24,882 | (473) | | Net (decrease) increase in cash and cash equivalents | (14,318) | 1,553 | | Cash and cash equivalents, end of period | 1,759 | 16,077 | [Notes to Consolidated Financial Statements](index=37&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed notes to Lendway's consolidated financial statements, covering significant accounting policies, the Bloomia acquisition, debt, and other financial disclosures - The Company's Board of Directors approved a change in the fiscal year end from December 31 to June 30, effective July 1, 2025, requiring a transition report for the six-month period ending June 30, 2025[8](index=8&type=chunk) - The Company adopted ASU 2023-07 (Segment Reporting) as of January 1, 2024, determining it has one reporting segment focused on tulips, with over **95% of sales in the U.S.**[197](index=197&type=chunk) - The total consideration for the Bloomia acquisition was **$53,360,000**, comprising **$34,919,000 cash**, **$15,451,000 seller bridge loans**, and **$2,990,000 equity issued as noncontrolling interest (18.6% ownership)**[232](index=232&type=chunk)[234](index=234&type=chunk) - Goodwill recognized from the Bloomia acquisition was **$10,888,000**, primarily attributable to growth potential and not deductible for tax purposes[234](index=234&type=chunk) - Other intangible assets from the Bloomia acquisition include a tradename (**$8,570,000, indefinite life**) and customer relationships (**$18,300,000, 12-year useful life**)[247](index=247&type=chunk) - The Company's long-term debt, net, totaled **$36,608,000 at December 31, 2024**, including an **$18,000,000 term loan**, **$7,961,000 revolving credit facility**, and **$12,750,000 in seller notes**[248](index=248&type=chunk) - A related party note payable with Air T Inc. (a significant stockholder) for up to **$3,500,000** (later increased to **$3,750,000**) was outstanding at December 31, 2024, bearing **8.0% fixed interest**[264](index=264&type=chunk)[265](index=265&type=chunk) - The Company had a Federal pre-tax net operating loss (NOL) carryforward of approximately **$8,110,000** and state NOLs of **$7,185,000** as of December 31, 2024[273](index=273&type=chunk) - A purchase obligation exists to buy **25% of a third-party's annual tulip bulb production through 2028** for **$1,650,000 annually**, totaling **$8,000,000**[279](index=279&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosures](index=56&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosures) Lendway dismissed Baker Tilly US, LLP and appointed Boulay PLLP as its independent auditor on November 20, 2023, with no disagreements or reportable events noted - On November 20, 2023, Baker Tilly US, LLP was dismissed as the Company's independent registered public accounting firm[282](index=282&type=chunk) - Boulay PLLP was appointed as the new independent registered public accounting firm to audit the consolidated financial statements for the fiscal year ending December 31, 2023[282](index=282&type=chunk) - There were no disagreements with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, and no 'reportable event' occurred[283](index=283&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%209A.%20Controls%20and%20Procedures) Lendway's management concluded its disclosure controls and internal control over financial reporting were effective as of December 31, 2024, excluding the newly acquired Bloomia business - The Company's co-principal executive officers and principal accounting and finance officer concluded that disclosure controls and procedures were effective as of December 31, 2024[285](index=285&type=chunk) - Management believes its internal control over financial reporting was effective as of December 31, 2024, based on the 2013 COSO framework[286](index=286&type=chunk) - The acquired Bloomia business was excluded from management's assessment of internal control over financial reporting for the first year post-acquisition, as permitted by SEC guidelines[287](index=287&type=chunk) - The Bloomia acquisition represents a material change in internal control, leading to the adoption of new controls related to impairment of long-lived assets and determination of weighted-average interest rates[289](index=289&type=chunk) [Other Information](index=57&type=section&id=Item%209B.%20Other%20Information) No director or officer of Lendway, Inc. adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2024 - No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2024[290](index=290&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=57&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to Lendway, Inc. PART III. [Directors, Executive Officers, and Compensation](index=58&type=section&id=PART%20III.) This section outlines Lendway's executive leadership, Board of Directors, corporate governance practices, and details executive and director compensation for the fiscal year [Directors, Executive Officers and Corporate Governance](index=58&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) Lendway's leadership includes Co-CEOs Mark R. Jundt and Daniel C. Philp, CFO Elizabeth E. McShane, and Bloomia CEO Werner F. Jansen, with a majority-independent Board providing governance oversight Executive Officers as of Form 10-K Filing Date | Name | Age | Position | | :---------------- | :-- | :------------------------------------- | | Mark R. Jundt | 44 | Co-Chief Executive Officer | | Daniel C. Philp | 40 | Co-Chief Executive Officer | | Elizabeth E. McShane | 47 | Chief Financial Officer, Treasurer and Secretary | | Werner F. Jansen | 34 | Chief Executive Officer of Bloomia B.V. | Directors as of Form 10-K Filing Date | Director & Nominee | Age | Position | Director Since | | :----------------- | :-- | :----------------------------------------- | :------------- | | Mark R. Jundt | 44 | Director, Chairman of the Board and Co-Chief Executive Officer | 2022 | | Mary H. Herfurth | 63 | Director | 2023 | | Chad B. Johnson | 54 | Director | 2020 | | Matthew R. Kelly | 49 | Director | 2023 | | Daniel C. Philp | 40 | Director and Co-Chief Executive Officer | 2022 | | Nicholas J. Swenson | 56 | Director | 2021 | - The Board has determined that Mary H. Herfurth qualifies as an 'audit committee financial expert' based on her experience as a bank regulator and credit evaluator[309](index=309&type=chunk) - The Audit Committee provides independent oversight of financial reporting, reviews audits, evaluates internal controls, and is solely responsible for appointing and compensating independent auditors[310](index=310&type=chunk)[311](index=311&type=chunk) - The Company has a Code of Ethics applicable to senior financial management and an insider trading policy governing securities transactions by directors, officers, and employees[312](index=312&type=chunk)[313](index=313&type=chunk) - A majority of the Board members (Mary Herfurth, Chad Johnson, Matthew Kelly, and Nick Swenson) are considered 'independent directors' as defined by Nasdaq Rules[361](index=361&type=chunk) [Executive Compensation](index=61&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2024 included base salaries, cash bonuses, and stock awards, with Bloomia's CEO receiving the highest salary, and non-employee directors receiving cash retainers Summary Compensation Table (Year 2024) | Name and Position | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | :-------------------------- | :--------- | :-------- | :--------------- | :------------------------- | :-------- | | Mark R. Jundt, Co-CEO | 53,462 | 50,000 | - | 22,173 | 125,635 | | Daniel C. Philp, Co-CEO | 53,462 | - | 152,280 | 17,750 | 223,492 | | Elizabeth E. McShane, CFO | 134,135 | 66,399 | - | 2,383 | 202,917 | | Werner F. Jansen, CEO Bloomia | 521,284 | - | - | 2,637 | 523,921 | | Randy D. Uglem, Former CEO | 111,923 | 146,250 | - | 17,878 | 276,051 | | Zackery A. Weber, Former VP Finance | 71,385 | 218,000 | - | 84,341 | 373,725 | - Mr. Jundt received a **$50,000 cash payment** for extraordinary contributions to the Bloomia Acquisition[323](index=323&type=chunk) - Mr. Philp was awarded a restricted stock award of **$152,280** related to his role in acquiring Bloomia[322](index=322&type=chunk) - Ms. McShane's employment agreement provides an initial base salary of **$225,000** and eligibility for discretionary quarterly cash incentives[330](index=330&type=chunk) - Former VP of Finance, Mr. Weber, received a **$150,000 retention bonus** in April 2024 and a **$80,000 severance payment** upon his departure[328](index=328&type=chunk)[334](index=334&type=chunk) Non-Employee Director Compensation (Fiscal Year 2024) | Name | Fees Earned or Paid Cash ($) | | :---------------- | :--------------------------- | | Mary H. Herfurth | 22,000 | | Chad B. Johnson | 17,000 | | Mark R. Jundt | 22,000 | | Matthew R. Kelly | 17,000 | | Daniel C. Philp | 17,000 | | Nicholas J. Swenson | 22,000 | - Non-employee directors receive an annual cash retainer of **$17,000**, with an additional **$5,000** for the Chairman of the Board and Committee Chairs[339](index=339&type=chunk) - Directors are eligible to participate in a deferred compensation plan, allowing deferrals of cash retainers into common stock equivalents[340](index=340&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=66&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details the beneficial ownership of Lendway's common stock, highlighting Air T Inc. and its affiliates as a significant stockholder group with approximately 39.6% ownership Equity Compensation Plan Information (As of December 31, 2024) | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans | | :------------------------------------------ | :-------------------------------------------------------------------------- | :-------------------------------------------------------------------------- | :------------------------------------------------------------------------------------------- | | Equity Compensation plans approved by security holders | - | $ - | 102,521 | | Equity Compensation plans not approved by security holders | - | - | - | | Total | - | $ - | 102,521 | - As of December 31, 2024, **22,945 shares** were reserved for future employee purchases under the Employee Stock Purchase Plan, and **77,138 shares** were available for future awards under the 2018 Plan[349](index=349&type=chunk) Security Ownership of Certain Beneficial Owners and Management (As of March 21, 2025) | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Shares | | :----------------------------------- | :---------------------------------------- | :---------------- | | Daniel C. Philp | 59,071 | 3.3% | | Nicholas J. Swenson | 214,456 | 12.1% | | All directors and current executive officers as a group (8 persons) | 280,527 | 15.9% | | Air T. Inc., et al. (the "Stockholder Group") | 701,275 | 39.6% | - Nicholas J. Swenson's beneficial ownership includes shares held indirectly through AO Partners I, L.P., Groveland Capital LLC, and Glenhurst Co[352](index=352&type=chunk) [Certain Relationships and Related Transactions and Director Independence](index=68&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) Lendway engaged in related-party transactions, including a note with Air T Inc. and a bridge loan with Bloomia's CEO, all reviewed by the Audit Committee, while maintaining a majority of independent directors - The Company entered into an unsecured Delayed Draw Term Note with Air T Inc. (a greater than 10% stockholder) for up to **$3,500,000** (later increased to **$3,750,000**) to fund operations, bearing **8.0% fixed interest**[355](index=355&type=chunk)[356](index=356&type=chunk) - A bridge loan agreement for the Bloomia acquisition included approximately **$400,000** provided by Mr. Jansen, Bloomia's CEO, with interest starting at **8% annually**[357](index=357&type=chunk) - Mr. Jansen holds an **18.6% ownership interest** in Tulp 24.1, LLC, the subsidiary that acquired Bloomia, while Lendway holds **81.4%**[358](index=358&type=chunk) - The Audit Committee has a written policy to review and approve all related-party transactions, ensuring they are beneficial and fair to the Company[359](index=359&type=chunk) - The Board of Directors maintains a majority of 'independent directors' as defined by Nasdaq Rules, including Mary Herfurth, Chad Johnson, Matthew Kelly, and Nick Swenson[361](index=361&type=chunk) [Principal Accountant Fees and Services](index=70&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details the audit fees paid to Boulay PLLP for 2024 and 2023, all of which were pre-approved by Lendway's Audit Committee Fees Paid to Independent Registered Public Accounting Firm (Boulay PLLP) | Fee Type | 2024 ($) | 2023 ($) | | :--------- | :------- | :------- | | Audit fees | 578,000 | 58,200 | | Total | 578,000 | 58,200 | - All fees paid in 2024 and 2023 were pre-approved by the Company's Audit Committee, as mandated by its charter[364](index=364&type=chunk) PART IV. [Exhibits and Signatures](index=70&type=section&id=PART%20IV.) This section lists all financial statements and provides a comprehensive index of exhibits filed with the Form 10-K, including acquisition agreements, employment contracts, and corporate governance documents [Exhibits and Financial Statement Schedules](index=70&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements from Item 8 and provides a detailed index of exhibits, including acquisition agreements, employment contracts, and equity plans - The section includes a list of financial statements from Item 8, such as Consolidated Balance Sheets, Statements of Operations, Stockholders' Equity, and Cash Flows, along with Notes to Consolidated Financial Statements[366](index=366&type=chunk) - A detailed table of exhibits is provided, including the Asset Purchase Agreement, Agreement for the Sale and Purchase of Shares (Bloomia acquisition), Credit Agreement, employment agreements, and equity incentive plans[367](index=367&type=chunk)[369](index=369&type=chunk)[370](index=370&type=chunk)[371](index=371&type=chunk) [Item 16. Form 10-K Summary](index=73&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K Summary is provided [SIGNATURES](index=74&type=section&id=SIGNATURES) The Form 10-K report is signed by Lendway, Inc.'s Co-Chief Executive Officers and Chief Financial Officer, along with its directors, affirming compliance with the Securities Exchange Act of 1934 - The report is signed by Mark R. Jundt (Co-Chief Executive Officer), Daniel C. Philp (Co-Chief Executive Officer), and Elizabeth E. McShane (Chief Financial Officer), as well as the directors[378](index=378&type=chunk)[379](index=379&type=chunk) - Elizabeth E. McShane also signed on behalf of the named directors pursuant to Powers of Attorney[379](index=379&type=chunk)[380](index=380&type=chunk)

Commission File Number: 1-13471 LENDWAY, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to ____________ (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpo ...

EX-99.1 2 ldwy_ex991.htm PRESS RELEASE Contact: Lendway, Inc. Randy Uglem, CEO (763) 392-6200 FOR IMMEDIATE RELEASE LENDWAY, INC. ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS MINNEAPOLIS, MN – May 20, 2024 – Lendway, Inc. (Nasdaq: LDWY) ("Lendway" or the "Company") today announced financial results for the first quarter ("Q1") ended March 31, 2024. Strategic Business Operations Update The Company has strategically evolved into a specialty agricultural and finance company with an operational focus on its a ...