Item 1. Financial Statements
Item 1. Financial Statements
Bloomia Holdings, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
Values are rounded to the nearest thousand dollars and thousand shares
March 31, 2026
June 30, 2025
(Unaudited)
Assets
Current assets:
Cash and cash equivalents
$
889,000
$
906,000
Accounts receivable - net of allowances for credit losses of $ 25,000 and $ 122,000 , respectively
7,586,000
5,124,000
Inventories
11,593,000
6,697,000
Prepaid expenses and other current assets
2,961,000
2,122,000
Total current assets
23,029,000
14,849,000
Noncurrent assets
Property and equipment, net
10,482,000
11,433,000
Equity-method investment
220,000
216,000
Goodwill
11,099,000
11,128,000
Intangible assets, net
23,662,000
24,806,000
Operating lease right-of-use assets
33,135,000
34,128,000
Finance lease right-of-use assets
1,597,000
310,000
Long-term receivable
120,000
240,000
Other assets
—
814,000
Total noncurrent assets
80,315,000
83,075,000
Total assets
$
103,344,000
$
97,924,000
Liabilities and Stockholders’ equity
Current liabilities:
Accounts payable
$
4,355,000
$
1,748,000
Accrued compensation
496,000
385,000
Accrued expenses and other current liabilities
2,930,000
4,934,000
Current portion of operating lease liabilities
1,361,000
1,193,000
Current portion of finance lease liabilities
386,000
71,000
Current portion of debt
5,857,000
1,870,000
Related party note payable
2,848,000
3,559,000
Total current liabilities
18,233,000
13,760,000
Long-term liabilities:
Operating lease liabilities, net of current portion
32,895,000
33,709,000
Finance lease liabilities, net of current portion
1,275,000
254,000
Long-term debt, net
34,186,000
28,354,000
Related party notes payable
4,288,000
—
Deferred tax liabilities, net
4,646,000
7,010,000
Total long-term liabilities
77,290,000
69,327,000
Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock, par value $ 0.01 :
Authorized shares - 10,000,000 at March 31, 2026 and 5,714,000 at June 30, 2025
Issued and outstanding shares - 1,773,000 at March 31, 2026 and 1,770,000 at June 30, 2025
17,000
17,000
Additional paid-in capital
16,326,000
16,278,000
Accumulated other comprehensive income
521,000
750,000
Accumulated deficit
( 10,803,000 )
( 4,908,000 )
Total stockholders’ equity attributable to Bloomia Holdings, Inc.
6,061,000
12,137,000
Equity from noncontrolling interest
1,760,000
2,700,000
Total Stockholders’ equity
7,821,000
14,837,000
Total Liabilities and Stockholders’ equity
$
103,344,000
$
97,924,000
See accompanying notes to the condensed consolidated financial statements.
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Bloomia Holdings, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
Values are rounded to the nearest thousand dollars and thousand shares (Unaudited)
Three Months Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025
Revenue, net
$
14,436,000
$
12,443,000
$
26,328,000
$
25,263,000
Cost of goods sold
11,575,000
8,554,000
23,043,000
20,516,000
Gross profit
2,861,000
3,889,000
3,285,000
4,747,000
Sales, general and administrative expenses
2,881,000
2,457,000
8,637,000
8,553,000
Operating (loss) profit
( 20,000 )
1,432,000
( 5,352,000 )
( 3,806,000 )
Foreign currency transaction (gain) loss, net
( 15,000 )
( 335,000 )
191,000
( 699,000 )
Interest expense, net
1,134,000
970,000
3,043,000
2,750,000
Other expense (income), net
19,000
24,000
( 17,000 )
( 32,000 )
(Loss) income from continuing operations before income taxes
( 1,158,000 )
773,000
( 8,569,000 )
( 5,825,000 )
Income tax (benefit) expense
( 405,000 )
156,000
( 1,787,000 )
( 1,625,000 )
Net (loss) income from continuing operations
( 753,000 )
617,000
( 6,782,000 )
( 4,200,000 )
Income from discontinued operations, net of tax
—
10,000
—
98,000
Net (loss) income including noncontrolling interest
( 753,000 )
627,000
( 6,782,000 )
( 4,102,000 )
Less: Net income (loss) attributable to noncontrolling interest
12,000
178,000
( 887,000 )
( 486,000 )
Net (loss) income attributable to Bloomia Holdings, Inc.
( 765,000 )
449,000
( 5,895,000 )
( 3,616,000 )
Other comprehensive (loss) income (foreign currency translation)
( 370,000 )
22,000
( 282,000 )
( 35,000 )
Less: Comprehensive (loss) income attributable to noncontrolling interest
( 69,000 )
4,000
( 53,000 )
( 7,000 )
Comprehensive (loss) income attributable to Bloomia Holdings, Inc.
$
( 1,066,000 )
$
467,000
$
( 6,124,000 )
$
( 3,644,000 )
Net (loss) income per basic and diluted share attributable to Bloomia Holdings, Inc.:
Continuing operations
$
( 0.43 )
$
0.25
$
( 3.33 )
$
( 2.10 )
Discontinued operations
—
0.01
—
0.06
Basic and diluted earnings per share
$
( 0.43 )
$
0.25
$
( 3.33 )
$
( 2.04 )
Weighted average shares used in calculation of net (loss) income per share:
Basic and diluted
1,773,000
1,770,000
1,771,000
1,770,000
See accompanying notes to the condensed consolidated financial statements.
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Bloomia Holdings, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Values are rounded to the nearest thousand dollars and thousand shares (Unaudited)
Accumulated
Total Bloomia
Additional
Other
Holdings
Total
Common Stock
Paid-In
Comprehensive
Accumulated
Stockholders’
Noncontrolling
Stockholders’
Shares
Amount
Capital
Income
Deficit
Equity
Interest
Equity
BALANCE JUNE 30, 2025 (Audited)
1,770,000
$
17,000
$
16,278,000
$
750,000
$
( 4,908,000 )
$
12,137,000
$
2,700,000
$
14,837,000
Value of stock-based compensation
—
—
13,000
—
—
13,000
—
13,000
Net loss
—
—
—
—
( 2,854,000 )
( 2,854,000 )
( 511,000 )
( 3,365,000 )
Other comprehensive income
—
—
—
27,000
—
27,000
6,000
33,000
BALANCE SEPTEMBER 30, 2025
1,770,000
$
17,000
$
16,291,000
$
777,000
$
( 7,762,000 )
$
9,323,000
$
2,195,000
$
11,518,000
Value of stock-based compensation
—
—
13,000
—
—
13,000
—
13,000
Issuance of common stock
3,000
—
10,000
—
—
10,000
—
10,000
Net loss
—
—
—
—
( 2,276,000 )
( 2,276,000 )
( 388,000 )
( 2,664,000 )
Other comprehensive income
—
—
—
45,000
—
45,000
10,000
55,000
BALANCE DECEMBER 31, 2025
1,773,000
$
17,000
$
16,314,000
$
822,000
$
( 10,038,000 )
$
7,115,000
$
1,817,000
$
8,932,000
Value of stock-based compensation
—
—
12,000
—
—
12,000
—
12,000
Net (loss) income
—
—
—
—
( 765,000 )
( 765,000 )
12,000
( 753,000 )
Other comprehensive loss
—
—
—
( 301,000 )
—
( 301,000 )
( 69,000 )
( 370,000 )
BALANCE AT MARCH 31, 2026
1,773,000
$
17,000
$
16,326,000
$
521,000
$
( 10,803,000 )
$
6,061,000
$
1,760,000
$
7,821,000
BALANCE JUNE 30, 2024
1,770,000
$
17,000
$
16,190,000
$
37,000
$
( 2,339,000 )
$
13,905,000
$
2,729,000
$
16,634,000
Value of stock-based compensation
—
—
22,000
—
—
22,000
—
22,000
Net loss
—
—
—
—
( 1,125,000 )
( 1,125,000 )
( 267,000 )
( 1,392,000 )
Other comprehensive income
—
—
—
1,000
—
1,000
—
1,000
BALANCE SEPTEMBER 30, 2024
1,770,000
$
17,000
$
16,212,000
$
38,000
$
( 3,464,000 )
$
12,803,000
$
2,462,000
$
15,265,000
Value of stock-based compensation
—
—
24,000
—
—
24,000
—
24,000
Net loss
—
—
—
—
( 2,940,000 )
( 2,940,000 )
( 397,000 )
( 3,337,000 )
Other comprehensive loss
—
—
—
( 47,000 )
—
( 47,000 )
( 11,000 )
( 58,000 )
BALANCE AT DECEMBER 31, 2024 (Audited)
1,770,000
$
17,000
$
16,236,000
$
( 9,000 )
$
( 6,404,000 )
$
9,840,000
$
2,054,000
$
11,894,000
Value of stock-based compensation
—
—
25,000
—
—
25,000
—
25,000
Net income
—
—
—
—
449,000
449,000
178,000
627,000
Other comprehensive income
—
—
—
18,000
—
18,000
4,000
22,000
BALANCE AT MARCH 31, 2025
1,770,000
$
17,000
$
16,261,000
$
9,000
$
( 5,955,000 )
$
10,332,000
$
2,236,000
$
12,568,000
See accompanying notes to the condensed consolidated financial statements.
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Bloomia Holdings, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Values are rounded to the nearest thousand dollars (Unaudited)
Nine Months Ended March 31,
2026
2025
Operating Activities
Net loss including noncontrolling interest
$
( 6,782,000 )
$
( 4,102,000 )
Adjustments to reconcile net loss including noncontrolling interest to net cash used in operating activities:
Depreciation and amortization
2,668,000
2,368,000
Amortization of deferred financing costs
78,000
82,000
Provision for credit loss (benefit) expense
( 43,000 )
124,000
Stock-based compensation expense
38,000
71,000
Noncash paid in-kind interest expense
1,606,000
1,341,000
Noncash operating lease expense
1,014,000
630,000
Deferred income taxes
( 2,364,000 )
( 1,987,000 )
Equity method investment income
( 9,000 )
( 37,000 )
Other non-cash items
—
( 61,000 )
Changes in operating assets and liabilities
( 7,354,000 )
( 5,726,000 )
Net cash used in operating activities
( 11,148,000 )
( 7,297,000 )
Investing Activities
Purchases of property and equipment
( 292,000 )
( 737,000 )
Receipts of escrow receivable
—
164,000
Net cash used in investing activities
( 292,000 )
( 573,000 )
Financing Activities
Proceeds from revolving debt
10,315,000
7,026,000
Proceeds from related party note
4,350,000
3,750,000
Repayments of term loan
( 1,350,000 )
( 900,000 )
Repayments of related party note
( 1,200,000 )
( 400,000 )
Repayments of revolving debt
( 329,000 )
( 1,961,000 )
Repayments of long-term debt
( 51,000 )
( 15,000 )
Principal payments on finance lease liabilities
( 82,000 )
( 18,000 )
Proceeds from issuances of common stock
10,000
—
Net cash provided by financing activities
11,663,000
7,482,000
Effect of exchange rate changes on cash
( 240,000 )
( 25,000 )
Net decrease in cash and cash equivalents
( 17,000 )
( 413,000 )
Cash and cash equivalents, beginning of period
906,000
1,721,000
Cash and cash equivalents, end of period
$
889,000
$
1,308,000
Supplemental cash flow information
Cash paid for interest
$
1,334,000
$
1,261,000
Cash paid for income taxes, net of tax refunds
$
36,000
$
158,000
Non-cash financing activities
Purchase of property and equipment included in accounts payable
$
85,000
$
50,000
Capitalized software included in accounts payable
$
51,000
$
—
Purchase of property and equipment included in debt
$
—
$
150,000
See accompanying notes to the condensed consolidated financial statements.
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Bloomia Holdings, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Description of Business and Basis of Presentation.
Description of Business. Bloomia Holdings, Inc . (“the Company”) is a specialty agricultural (“ag”) company focused on making and managing its ag investments in the United States (“U.S.”) and internationally. On February 22, 2024, the Company, through its majority-owned U.S. subsidiary Tulp 24.1, LLC (“Tulp 24.1”), acquired Bloomia B.V. and its subsidiaries (“Bloomia”). Bloomia is a significant producer of fresh-cut tulips in the U.S. with a presence in the Netherlands and South Africa. Subsequent to the purchase of Bloomia, the Company’s primary operations have been those of Bloomia. As part of consideration for the business combination, the Company issued units of Tulp 24.1 to the continuing CEO of Bloomia, which amounted to 18.6 % and is presented as noncontrolling interest in these unaudited condensed consolidated financial statements. The remaining 81.4 % equity interest of Tulp 24.1 is owned by the Company and the Company is and maintains control of Tulp 24.1 as its sole managing member.
Name Change. On January 28, 2026, the Company changed its name to Bloomia Holdings, Inc. by filing an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware. As a result of the name change, effective February 2, 2026, the Company’s common stock, par value $ 0.01 per share, ceased trading on the Nasdaq Capital Market under the name Lendway, Inc. and under the ticker symbol “LDWY” and began trading on the Nasdaq Capital Market under the name Bloomia Holdings, Inc. and under new ticker symbol “TULP”. The CUSIP of the Common Stock did not change in connection with the name change or the ticker symbol change.
Year End. As previously reported, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to June 30 of each calendar year. As a result, the three months ended March 31, 2026 represent the third quarter of the fiscal year ending June 30, 2026 (“fiscal year 2026”).
Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of the Company include all wholly and majority owned subsidiaries of the Company. Entities for which the Company owns an interest, does not consolidate, but exercises significant influence, are accounted for under the equity method of accounting and are included in equity method investments within the unaudited condensed consolidated balance sheets. All intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Securities and Exchange Commission (“SEC”) Regulation S-X and do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the notes to financial statements included in the Company’s consolidated financial statements as of and for the six-month period ended June 30, 2025 included in the Company’s Transition Report on Form 10-KT filed with the SEC on August 28, 2025 (the “Form 10-KT”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included.
Sales, expenses, cash flows, assets and liabilities can and do vary during the year as a result of seasonality and other factors. The tulip business tends to be seasonal, with the first and second calendar quarters (the Company’s third and fourth fiscal quarters) being the strongest sales season. Accounts receivable and inventory balances are at their lowest levels in June and July following the strong sales season. Inventory balances peak in the fourth and first calendar quarter (the Company’s second and third fiscal quarters) ahead of the primary selling season. Therefore, interim results are not necessarily indicative of results to be expected for the full fiscal year.
Significant Accounting Policies. We use the same accounting policies in preparing quarterly and annual financial statements, as disclosed in the notes to financial statements included in the Form 10-KT. The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period.
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Fair Value. The carrying amounts of certain financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other financial working capital items approximate their fair values at March 31, 2026 and June 30, 2025 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled. The carrying amount of debt approximates fair value due to the debt’s variable market interest rate.
Recently Issued Accounting Pronouncements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. The amendments in this update require disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the statement of operations; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026 and should be applied retrospectively. The Company is evaluating the impacts of the amendments on its condensed consolidated financial statements and the accompanying notes to the financial statements.
Recently Adopted Accounting Pronouncements.
In July 2025, the FASB issued ASU 2025-05 that amends ASC 326, Financial Instruments – Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets. The guidance provides a practical expedient that permits an entity to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606 by assuming current economic conditions as of the balance sheet date do not change over the remaining life of the asset. The amendments in ASU 2025-05 are effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively. The Company adopted ASU 2025-05 prospectively during the three months ended March 31, 2026 and elected the practical expedient. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.
2. Revenue and related accounts.
Accounts Receivable, net. Accounts receivable are presented in the condensed consolidated balance sheets at their outstanding balances net of the allowance for credit losses. The allowance for credit losses was $ 25,000 and $ 122,000 at March 31, 2026 and June 30, 2025, respectively. The change in allowance was primarily due to write-offs of uncollectible invoices of $ 54,000 that had previously been reserved. Receivables are generally trade receivables due in one year or less or expected to be billed and collected within one year. The Company estimates credit losses on accounts receivable in accordance with ASC 326 Financial Instruments - Credit Losses . The Company measures the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. The estimate for allowance for credit losses is based on a historical loss rate for each pool. Management considers qualitative factors such as changes in economic factors, regulatory matters, and industry trends to determine if an allowance should be further adjusted. The provision for credit losses is included in selling, general, and administrative expenses on the condensed consolidated statements of operations and comprehensive (loss) income.
Prepaid Expenses and Other Current Assets. The Company records a prepaid expense when it has paid for a good or service that it has not yet incurred. As of March 31, 2026 and June 30, 2025, the Company had paid $ 1,046,000 and $ 887,000 , respectively, for bulbs to be received in fiscal year 2026. The balance in prepaid expenses and other current assets also includes $ 797,000 of ex-force bulbs as of March 31, 2026. As of June 30, 2025, these ex-force bulbs were included in other assets.
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Revenue. The following table presents revenue disaggregated by customer type, as determined by the operational nature of their industry:
Three Months Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025
Supermarket
$
12,145,000
$
10,701,000
$
22,735,000
$
22,009,000
Wholesaler
2,289,000
1,742,000
3,571,000
3,191,000
Other
2,000
—
22,000
63,000
$
14,436,000
$
12,443,000
$
26,328,000
$
25,263,000
During the three and nine months ended March 31, 2026, the Company had four and three customers, respectively, that accounted for 10% or more of the total revenues. During the nine months ended March 31, 2026, revenue from these three customers in the aggregate represented approximately 52 % of total revenue. As of March 31, 2026, these three customers accounted for approximately 43 % of accounts receivable, net. During the three and nine months ended March 31, 2025, the Company had four and three customers, respectively, that accounted for 10% or more of the total revenues. The loss of a major customer could adversely affect the Company’s operating results and financial condition.
Cost of Sales. Cost of sales consists primarily of costs to procure, sort, grow, pick, cool, and transport bulbs and stems. Additionally, cost of sales includes labor and facility costs related to production operations. Inventories are stated at the lower of cost, as determined on the first-in, first-out method, or net realizable value .
3. Inventories.
Inventories consisted of the following at:
March 31, 2026
June 30, 2025
Finished goods
$
1,121,000
$
182,000
Work-in-process
3,754,000
1,333,000
Raw materials and packaging supplies
6,718,000
5,182,000
Inventories
$
11,593,000
$
6,697,000
4. Property and Equipment.
Property and equipment, net consisted of the following at:
March 31, 2026
June 30, 2025
Machinery and equipment
$
12,355,000
$
12,092,000
Leasehold improvements
640,000
359,000
Bushes
489,000
489,000
Vehicles
405,000
393,000
Furniture and fixtures
202,000
199,000
Capitalized software
159,000
43,000
Construction in progress
—
240,000
Property and equipment, gross
14,250,000
13,815,000
Less: accumulated depreciation
( 3,768,000 )
( 2,382,000 )
Property and equipment, net
$
10,482,000
$
11,433,000
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The components of depreciation expense are as follows within our condensed consolidated statements of operations and comprehensive (loss) income:
Three Months Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025
Depreciation in cost of goods sold
$
447,000
$
427,000
$
1,315,000
$
1,145,000
Depreciation in sales, general and administrative expenses
15,000
20,000
52,000
67,000
Total
$
462,000
$
447,000
$
1,367,000
$
1,212,000
5. Goodwill and Other Intangible Assets.
The following table summarizes the changes in goodwill:
Balance as of June 30, 2025
$
11,128,000
Other - Foreign currency translation
( 29,000 )
Balance as of March 31, 2026
$
11,099,000
Other intangible assets and related amortization are as follows:
March 31, 2026
June 30, 2025
Carrying
Useful Life
Accumulated
Net Carrying
Accumulated
Net Carrying
Amount
(Years)
Amortization
Amount
Amortization
Amount
Tradename
$
8,570,000
Indefinite
$
—
$
8,570,000
$
—
$
8,570,000
Customer relationships
18,300,000
12
3,208,000
15,092,000
2,064,000
16,236,000
$
26,870,000
$
3,208,000
$
23,662,000
$
2,064,000
$
24,806,000
For each of the three months ended March 31, 2026 and 2025, amortization of intangible assets expensed to operations was $ 381,000 . For each of the nine months ended March 31, 2026 and 2025, amortization of intangible assets expensed to operations was $ 1,144,000 . The weighted average remaining amortization period for intangible assets as of March 31, 2026 and June 30, 2025 is approximately 9.9 years and 10.6 years, respectively.
Remaining estimated annual amortization expense is as follows for the fiscal years ended June 30:
Remainder of 2026
$
382,000
2027
1,525,000
2028
1,525,000
2029
1,525,000
2030
1,525,000
Thereafter
8,610,000
Total
$
15,092,000
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6. Long-term debt, net.
The components of debt consisted of the following at:
March 31, 2026
June 30, 2025
Amended Credit Agreement - term loan
$
14,400,000
$
15,750,000
Notes payable
12,750,000
12,750,000
Amended Credit Agreement - revolving credit facility
9,986,000
—
Paid in-kind interest (PIK)
3,244,000
2,065,000
Machinery financing loans
176,000
231,000
$
40,556,000
$
30,796,000
Less: unamortized debt issuance costs
( 213,000 )
( 272,000 )
Total debt
$
40,343,000
$
30,524,000
PIK included in accrued expenses and other current liabilities
( 300,000 )
( 300,000 )
Less current maturities
( 5,857,000 )
( 1,870,000 )
Long-term debt, net of current maturities
$
34,186,000
$
28,354,000
To finance the acquisition of Bloomia on February 20, 2024, the Company, as parent guarantor, Tulp 24.1 as borrower (“Borrower”) and each of Tulipa Acquisitie Holding B.V., Bloomia B.V., and Fresh Tulips USA, LLC, as guarantors (collectively, the “Company Credit Parties”), entered into a Credit Agreement (the “Credit Agreement”) with Associated Bank, N.A. (“Lender”) for an $ 18,000,000 term loan and a $ 6,000,000 revolving credit facility. The Company pays term loan quarterly payments of $ 450,000 . On October 16, 2024, the Company entered into a First Amendment to Credit Agreement which, among other things, temporarily increased the borrowing capacity under the revolving credit facility to $ 8,000,000 until March 31, 2025. On September 15, 2025, the Company, as parent guarantor, entered into a Second Amendment to Credit Agreement (the Credit Agreement, as amended by the First Amendment to Credit Agreement and the Second Amendment to Credit Agreement, the “Amended Credit Agreement”), pursuant to which, among other things, the revolving facility capacity was temporarily increased from $ 6,000,000 to $ 10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026. Commencing September 30, 2025, the interest rate for all loans under the facility are based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00 % to 4.00 % based on the Company’s cash flow leverage ratio. As of March 31, 2026, the Company had an outstanding balance of $ 9,986,000 under the revolving facility. The revolving credit facility may be used by the Company for general business purposes and working capital, subject to availability under a borrowing base consisting of 80 % of eligible accounts receivable and generally 50 % of eligible inventory.
As noted above, the temporary increase in the revolving facility capacity under the Credit Agreement from $ 6,000,000 to $ 10,000,000 expired on April 30, 2026, and the outstanding balance of the revolving facility (approximately $ 9,086,000 as of the date of this report) has been in excess of $ 6,000,000 since that date. As a result, from May 1, 2026 through the date of this report, the Company has been and remains out of compliance with the Credit Agreement as a result of being overdrawn on the revolving facility. In addition, the Company was in breach of its financial covenants as of December 31, 2025 and March 31, 2026. T he Company received a waiver from the lender for both covenants for both periods. Based on the Company’s current financial projections, we believe the Company will be in compliance with all required covenants for at least the next twelve months.
As of March 31, 2026 and June 30, 2025, there were $ 385,000 of debt issuance costs related to the term loan, net of amortization of $ 172,000 and $ 113,000 , respectively, which have been presented as a direct deduction from long-term debt in the accompanying condensed consolidated balance sheets. As of March 31, 2026 and June 30, 2025, there were $ 128,000 of deferred financing costs related to the revolving credit facility, net of amortization of $ 54,000 and $ 35,000 , respectively, which have been presented within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.
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As part of the financing of the acquisition of Bloomia, on February 22, 2024, the Company and Bloomia B.V., as guarantors, and Tulp 24.1 and Tulipa Acquisitie Holding B.V., as borrowers (the “Seller Note Borrowers”), entered into a Bridge Loan Agreement with the sellers of Bloomia (“Seller”) in the amount of $ 12,750,000 (the “Seller Note”), which has a maturity date of March 24, 2029. Payment amounts under the Bridge Loan Agreement are determined based on the excess cash flow of the Seller Note Borrowers. The Seller Note initially bears interest at 8 % per annum for the first year that increases annually by 2 percentage points. Interest on the Seller Note is payable “in kind” (“PIK”) and added to the aggregate principal amount on the applicable interest payment date.
The Company incurred $ 491,000 and $ 1,262,000 of interest expense on the term loans and revolving credit facility in the three and nine months ended March 31, 2026, respectively. The Company incurred $ 446,000 and $ 1,348,000 of interest expense on the term loans and revolving credit facility in the three and nine months ended March 31, 2025, respectively. In addition, the Company incurred non-cash PIK interest of $ 400,000 and $ 1,179,000 on the Seller Note in the three and nine months ended March 31, 2026, respectively, and $ 404,000 and $ 1,199,000 on the Seller Note in the three and nine months ended March 31, 2025, respectively. Term loan, revolving credit facility and PIK interest are included in interest expense, net on the condensed consolidated statements of operations and comprehensive (loss) income.
On January 19, 2026 and on April 15, 2026, respectively, the Seller Note Borrowers and the Sellers entered into a First Amendment to Bridge Loan Agreement and Second Amendment to Bridge Loan Agreement (collectively, the “Seller Note Amendments”). The Bridge Loan Amendments provide, among other things, that the Seller Note Borrowers have the right to prepay the Seller Note in full at a discount in the aggregate amount of $ 7,330,000 (the “Discounted Prepayment Amount”) at any time prior to May 27, 2026 (the “Discounted Prepayment”). In order to be eligible for the Discounted Prepayment, the Company was required to (i) make an initial payment of at least $ 4,800,000 towards the Discounted Prepayment Amount by April 15, 2026 and (ii) release the Sellers from any and all (potential or actual) liability in respect of (a) the Warranties (as defined in the Share Purchase Agreement dated February 21, 2024 (the “SPA”) between the Seller Note Borrowers and the Seller) as well as (b) the Indemnities (as defined in the SPA) specified in Clause 11.1 of the SPA, in each case to the extent such liabilities remain outstanding as of April 15, 2026 (collectively, the “Release of Claims”). The Company made a payment of $ 4,900,000 on April 15, 2026.
The remaining $ 2,430,000 of the Discounted Prepayment Amount not paid by April 15, 2026 shall accrue interest at the rate of 12 % per annum. If the Company does not pay the remaining balance of the Discounted Prepayment Balance and all accrued and unpaid interest in full on or before May 27, 2026, then the total remaining outstanding balance of the Bridge Loan shall be revised to equal an amount (the “Reduced Balance”) calculated as (x) $ 15,097,053 , multiplied by (y) a ratio calculated as (i) the remaining balance of the Discounted Prepayment Amount not paid by May 27, 2026, divided by (ii) the Discounted Prepayment Amount. Any such remaining balance shall accrued interest commencing effective as of April 16, 2026 and otherwise be payable in accordance with the original terms of the Seller Note.
The combined aggregate maturities for the fiscal years ended June 30 are as follows:
Remainder of 2026
$
4,454,000
2027
1,860,000
2028
1,826,000
2029
32,370,000
2030
29,000
Thereafter
17,000
$
40,556,000
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7. Related Party Notes Payable.
On August 15, 2024, and as amended on September 27, 2024 and January 15, 2025, the Company entered into an unsecured Delayed Draw Term Note (the “2024 Note”) with Air T Inc. (“Air T”) pursuant to which Air T agreed to advance from time to time until August 15, 2026, initially not on a revolving basis, up to $ 3,750,000 to fund the Company’s operations. In January 2026, the 2024 Note was amended to allow for borrowing on a revolving basis. The 2024 Note had a maturity date of August 15, 2029, subject to Air T’s right to demand payment on or after February 15, 2026. Air T Inc. beneficially owns greater than 10 % of our outstanding common stock and is a member of a group of stockholders that collectively owns approximately 40 % of our outstanding common stock. Amounts outstanding under the 2024 Note bore interest at a fixed rate of 8.0 %, subject to a 3.0 % increase upon certain events of default, payable on the maturity date. As of March 31, 2026 and June 30, 2025, the Company had $ 2,500,000 and $ 3,350,000 , respectively, of principal outstanding and $ 348,000 and $ 209,000 , respectively, of paid-in-kind interest outstanding under the 2024 Note. The 2024 Note is included total current liabilities on the condensed consolidated balance sheets as of March 31, 2026 and June 30, 2025.
On September 15, 2025, the Company entered into unsecured Promissory Notes (collectively, the “2025 Notes”) with Air T, AO Partners I, L.P. (“AO Partners Fund”), and Gary S. Kohler (“Kohler,” and, together with Air T and AO Partners Fund, the “Note Lenders”), pursuant to which the Note Lenders loaned the Company a total of $ 4,000,000 , in the amounts of $ 1,100,156 , $ 1,699,844 , and $ 1,200,000 , respectively. The $ 4,000,000 principal and $ 288,000 of accrued interest are included in total noncurrent liabilities on the condensed consolidated balance sheets as of March 31, 2026. Kohler is Chief Investment Officer and Portfolio Manager of BCCM Advisors, LLC, which, beneficially owned approximately 9 % of our outstanding common stock as of February 16, 2026. Proceeds from the 2025 Notes were used to fund operations of the Bloomia business. Amounts outstanding under the 2025 Notes bore interest at a fixed rate of 13.5 % per year payable at the scheduled maturity date of June 1, 2027. The 2025 Notes restricted the Company’s ability to obtain additional indebtedness, either directly or through its subsidiaries, other than existing indebtedness and usual and customary indebtedness incurred in the operation of the Company’s business, which restrictions could be waived by the Note Lenders holding a majority interest in the 2025 Notes. No closing or origination fees were paid to any Note Lender.
Interest expense incurred related to both the 2024 Note and 2025 Notes was $ 174,000 and $ 428,000 during the three and nine months ended March 31, 2026, respectively. Interest expense incurred related to the 2024 Note was $ 73,000 and $ 142,000 during the three and nine months ended March 31, 2025. Interest expense incurred related to both the 2024 Note and 2025 Notes was included in noncash paid in-kind interest expense on the condensed consolidated statements of cash flows.
On April 1, 2026, in connection with the Company’s previously disclosed rights offering, the principal and accrued interest for the related party notes, including the 2024 Note and the 2025 Notes, were converted into shares of common stock pursuant to the terms of the rights offering. As a result, as of April 1, 2026 the Company has no related party notes or interest outstanding.
On April 13, 2026, the Company entered into an unsecured Promissory Note (the “2026 Note”) with Kohler, pursuant to which the Kohler loaned the Company the principal amount of $ 1,000,000 . Proceeds from the 2026 Note were used towards the initial payment towards the Discounted Prepayment Amount as described in Note 6 to these condensed consolidated financial statements. The principal amount of the 2026 Note bears interest at a fixed rate of 11.5 % per annum, which increases to 14.5 % if there is an event of default under the 2026 Note (with the 2026 Note containing customary events of default for a promissory note of this type). The 2026 Note is scheduled to mature on March 31, 2029, at which time all principal and accrued and unpaid interest is due and payable in full. The Company has the right to prepay the 2026 Note in whole or in part at any time without penalty. Amounts paid or prepaid under the 2026 Note may not be reborrowed by the Company. No closing or origination fees were paid in connection with the 2026 Note.
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8. Leases.
The Company is party to leasing contracts in which the Company is the lessee. These lease contracts are classified as either operating or finance leases. The Company’s lease contracts include land, buildings, and equipment. Remaining lease terms range from 1 to 15 years with various term extension options available . The Company includes optional extension periods and early termination options in its lease term if it is reasonably likely that the Company will exercise an option to extend or terminate early.
Operating lease Right of Use (“ROU”) assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term, at the later of the commencement date or business combination date. Because most of the Company’s leases do not provide an implicit rate of return, the discount rate is based on the collateralized borrowing rate of the Company, on a portfolio basis.
We have corrected the presentation of the ROU assets and lease liabilities as of June 30, 2025 to include the impact of a lease amendment that was signed in 2024, but was not previously included in the balances. The error resulted in an increase in the operating lease ROU asset by $ 1,822,000 and the current portion of operating lease liabilities by $ 9,000 and the operating lease liabilities, net of current portion by $ 1,813,000 on the condensed consolidated balance sheet. We evaluated the effects of these errors in the previously issued consolidated financial statements for both the prior annual periods and interim periods of the current and prior years. We concluded, based on the relevant quantitative and qualitative factors, that the errors were not material, individually or in the aggregate, in relation to the condensed consolidated financial statements taken as a whole.
The weighted average remaining lease term and weighted average discount rate were as follows at:
March 31, 2026
June 30, 2025
Weighted average remaining lease term (years)
Finance leases
5.0
5.8
Operating leases
12.5
13.4
Weighted average discount rate applied
Finance leases
7.6
%
8.1
%
Operating leases
8.2
%
8.2
%
The components of lease expense from continuing operations are as follows within our condensed consolidated statements of operations and comprehensive (loss) income:
Three Months Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025
Operating lease expense:
Operating lease cost
$
1,111,000
$
1,056,000
$
3,366,000
$
3,160,000
Short-term and variable lease cost
51,000
91,000
125,000
255,000
Finance lease expense:
Finance lease cost - amortization
90,000
7,000
157,000
15,000
Finance lease cost - interest
12,000
1,000
33,000
2,000
Total lease expense
$
1,264,000
$
1,155,000
$
3,681,000
$
3,432,000
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Supplemental cash flow information related to leases where the Company is the lessee is as follows:
Nine Months Ended
March 31,
2026
2025
Operating cash flows from operating leases
$
2,352,000
$
2,530,000
Operating cash flows from finance leases
33,000
2,000
Financing cash flows from finance leases
82,000
18,000
Leased assets obtained in exchange for operating lease liabilities
212,000
—
Leased assets obtained in exchange for finance lease liabilities
1,442,000
62,000
The maturities of the operating and finance lease liabilities for the fiscal years ended June 30 are as follows:
Operating Leases
Finance Leases
Remainder of 2026
$
1,020,000
$
106,000
2027
4,116,000
425,000
2028
4,179,000
425,000
2029
4,232,000
399,000
2030
4,303,000
365,000
Thereafter
37,594,000
232,000
Total lease payments
55,444,000
1,952,000
Less discount to present value
( 21,188,000 )
( 291,000 )
Lease liability balance
$
34,256,000
$
1,661,000
9. Income Taxes.
Income tax (benefit) expense and the effective tax rates were as follows:
Three Months Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025
Income tax (benefit) expense
$
( 405,000 )
$
156,000
$
( 1,787,000 )
$
( 1,625,000 )
Effective income tax rate
35
%
20
%
21
%
28
%
For the three and nine months ended March 31, 2026, the rate differs from the federal statutory rate of 21 % due to state taxes, foreign taxes, and other permanent items. For the three and nine months ended March 31, 2025, the rate differs from the federal statutory rate of 21 % due to state and foreign taxes, valuation allowance change, nondeductible transaction costs, adjustments from prior year, and other permanent items.
10. Net (Loss) Income per Share.
Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average shares outstanding and excludes any dilutive effects of stock options and restricted stock units and awards. Diluted net (loss) income per share gives effect to all diluted potential common shares outstanding during the year.
In determining diluted net (loss) income per share, the Company considers whether the result of the incremental shares would be antidilutive. During the three and nine months ended March 31, 2026, the Company was in a net loss position and the result of the potentially dilutive securities was determined to be antidilutive, and therefore, no incremental shares are included in the per share calculations. During the three months ended March 31, 2025, the Company did not have potentially dilutive securities. During the nine months ended March 31, 2025, the Company was in a net loss position and the result of the potentially dilutive securities was determined to be antidilutive, and therefore, no incremental shares are included in the per share calculation.
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Weighted average common shares outstanding for the three and nine months ended March 31, 2026 and 2025 were as follows:
Three Months Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025
Denominator for basic net (loss) income per share - weighted average shares
1,773,000
1,770,000
1,771,000
1,770,000
Effect of dilutive equity awards
—
—
—
—
Denominator for diluted net (loss) income per share - weighted average shares
1,773,000
1,770,000
1,771,000
1,770,000
11. Commitments and Contingencies.
Litigation. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings. As of March 31, 2026, 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 condensed consolidated financial position, results of operations, or liquidity.
Purchase Obligation. On July 1, 2023, the Company entered into an obligation with a third party to purchase 25 % of their annual production of tulip bulbs through 2028 for $ 1,650,000 annually, totaling $ 8,000,000 over the duration of the agreement. In addition, the Company entered into a separate agreement with the same party to supply tulips to that party over a three-year period for a total of $ 360,000 . The Company will be paid in three annual installments of $ 120,000 beginning on March 1, 2026, with the final payment to be received on March 1, 2028. As of March 31, 2026, the first $ 120,000 of these payments is included in accounts receivable on the condensed consolidated balance sheet.
Forward Currency Contracts. The Company enters into foreign currency forward contracts to manage exposure to changes in the Euro exchange rate on forecasted transactions denominated in Euro. The contracts are not designated as hedging instruments under ASC 815 Derivatives and Hedging , and the changes in fair value are recognized in earnings. On January 12, February 2, and March 9, 2026, the Company entered into foreign currency contracts to purchase € 500,000 , € 1,000,000 , and € 1,000,000 , respectively, for $ 596,000 , $ 1,201,000 , and $ 1,178,000 , respectively, between September 1, 2026 and September 30, 2026. The purpose of these contracts is to manage exposure to changes in the Euro exchange rate on forecasted bulb purchases denominated in Euro. The Company also entered into a forward foreign currency contract to purchase € 500,000 for $ 587,000 between May 4, 2026 and May 29, 2026. The purpose of the contract is to manage exposure to changes in the Euro exchange rate on forecasted import stem purchases denominated in Euro. As of March 31, 2026, the Company had a liability of $ 51,000 related to these foreign currency contracts included in accrued expenses and other current liabilities on the condensed consolidated balance sheet.
Other than these obligations, the Company has not had any material service or supply agreements that obligate the Company to make payments to vendors for an extended period of time.
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12. Subsequent Events.
The Company evaluated subsequent events from the balance sheet date as of March 31, 2026 through the date the condensed consolidated financial statements were issued.
As previously disclosed, the Company completed a rights offering that commenced in February 2026 and expired on April 1, 2026. In connection with the rights offering, the Company distributed non-transferable subscription rights to stockholders of record as of February 16, 2026. Each eligible stockholder was entitled to subscribe for additional shares of the Company’s common stock in proportion to their existing ownership, and was granted an over-subscription privilege, subject to availability and proration.
The Company received gross proceeds from the rights offering of $ 12,100,000 , of which approximately $ 5,000,000 was cash and $ 7,100,000 was conversion of outstanding debt. The rights offering resulted in an aggregate of approximately 3,000,000 shares of the Company’s common stock being issued to participants in the rights offering at a price of $ 4.05 per share. In connection with the Company’s rights offering, the principal and accrued interest for the related party notes, including the 2024 Note and the 2025 Notes, were converted into shares of common stock pursuant to the terms of the rights offering. As a result, as of April 1, 2026 the Company has no related party notes or interest outstanding. See Note 7 in the condensed consolidated financial statements. The Company used the net cash proceeds from the rights offering primarily to make a $ 4,900,000 initial payment towards the Discounted Prepayment Amount under the Seller Note. See Note 6 in the condensed consolidated financial statements.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.