TULP — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-09-21

• 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, effective June 30, 2025. The change aligns the fiscal years of the Company with the Bloomia business and reflects the seasonality of the Bloo…

• 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 sha…

• This Annual Report on Form 10-K is being filed by the registrant, Bloomia Holdings, Inc. (“Bloomia Holdings,” “we,” “us,” “our” and the “Company”), a Delaware corporation. The Company was initially organized as a Minnesota corporation in 1990. On August 4, 2023, the Company converted from a Minnesot…

• The Company has evolved into a specialty agricultural (“ag”) company focused on making and managing its ag investments in the United States (“U.S.”) and internationally. The Company is the majority owner of Fresh Tulips USA LLC, Bloomia B.V., and its affiliated entities, collectively referred to as …

• On February 22, 2024, the Company acquired Bloomia for a purchase price of $47.5 million, financed with Company cash, a new credit facility, promissory notes payable to the sellers and issuing an equity interest in the new company (the “Acquisition”). Bloomia is one of the largest producers of fresh…

Text removed vs the prior filing · source: 10-K · 2025-03-27

• This Annual Report on Form 10-K is being filed by the registrant, Lendway, Inc. (“Lendway,” “we,” “us,” “our” and the “Company”), a Delaware corporation. Effective August 4, 2023, we changed our name from “Insignia Systems, Inc.” which was incorporated in Minnesota in 1990 and reincorporated from Mi…

• The Company has evolved into a specialty agricultural (“ag”) company focused on making and managing its ag investments in the United States (“U.S.”) and internationally. The Company is the majority owner of Fresh Tulips USA LLC, Bloomia B.V., and its affiliated entities, representing a significant p…

• On February 22, 2024, the Company acquired Bloomia B.V., the parent of Fresh Tulips USA LLC, for a purchase price of $47.5 million, financed with Company cash, a new credit facility, promissory notes payable to the sellers and issuing an equity interest in the new company (the “Acquisition”). The Ac…

• The operations of the In-Store Marketing Business are presented as discontinued operations beginning with the Quarterly Report on Form 10-Q for the three months ended September 30, 2023, the quarter in which the sale of the In-Store Marketing Business met the criteria as discontinued operations. All…

• The acquisition was paid with $9,200,000 of the Company’s cash, $22,800,000 of proceeds from a new credit agreement, and promissory notes payable to the sellers totaling $15,500,000. We entered into a revolving credit and term loan agreement (the “Credit Agreement”), together with Tulp 24.1 as the b…

Text added vs the prior filing · source: 10-K · 2026-09-21

• Our profit is highly dependent on the price of Dutch tulip bulbs which are subject to price changes, tariffs and the impact of exchange rates.

• Tulip bulbs are our largest raw material purchase, and we source approximately 80% of our bulbs from the highly sophisticated Dutch tulip bulb market. Poor weather conditions in recent years have decreased yields which has led to higher bulbs prices. Imports from the Netherlands are currently subjec…

• Our recently completed rights offering may limit our ability to use some or all of our net operating loss carryforwards in the future.

• As a result of prior operating losses, we have net operating loss, or “NOL,” carryforwards for federal income tax purposes. Our ability to utilize our NOL carryforwards to reduce taxable income in future years could become subject to significant limitations under Section 382 (“Section 382”) of the I…

• In the event of an ownership change, Section 382 imposes an annual limitation on the amount of taxable income a corporation may offset with NOL carryforwards. The annual limitation is generally equal to the value of the stock of the corporation immediately before the Section 382 ownership change, mu…

Text removed vs the prior filing · source: 10-K · 2025-03-27

• The majority of our debt carries floating interest rates and is subject to interest rate fluctuations. Borrowings under the Credit Agreement bear interest at a rate per annum equal to Term SOFR for an interest period of one month plus 3.0%. Changes in interest rates are caused by a number of factors…

• customers to reduce spending and delay or forego purchases of our products, which has had an adverse effect on our net sales and earnings.

• Our company’s results are highly dependent on Bloomia’s success.

• Although we intend to continue to develop our specialty ag business, we have committed a substantial portion of our capital to the acquisition and growth of Bloomia’s business. With this lack of diversification, for at least the near term, our cash flow and ability to service our debt is highly depe…

• Failure to successfully manage the recently acquired Bloomia business and other future acquisitions could adversely affect our business.

Text added vs the prior filing · source: 10-K · 2026-09-21

• 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 sha…

• In August 2023, the Company completed the sale of its In-Store Marketing Business for gross proceeds of $3,500,000. The operations of the In-Store Marketing Business are presented as discontinued operations.

• The Company’s Board of Directors approved a change in the Company’s year-end from December 31 to June 30 of each calendar year, effective June 30, 2025. The change aligns the fiscal years of the Company with the Bloomia business and reflects the seasonality of the Bloomia business. This resulted in …

• The following tables set forth, for the periods indicated, certain items in our consolidated statements of operations as a percentage of total net revenue.

• Twelve Months Ended June 30, 2026 Compared to Twelve Months Ended June 30, 2025

Text removed vs the prior filing · source: 10-K · 2025-03-27

• The Company acquired Bloomia for total consideration of $53,360,000. Consideration was comprised of $34,919,000 of cash paid, $15,451,000 of seller bridge loans in lieu of cash, and $2,990,000 of equity issued of Bloomia which is reflected as noncontrolling interest within these consolidated financi…

• In August 2023, the Company completed the sale of its In-Store Marketing Business for gross proceeds of $3,500,000 (See Note 4 in the consolidated financial statements appearing in Part II, Item 8 of this Annual Report on Form 10-K). The operations of the In-Store Marketing Business are presented as…

• The following table sets forth, for the periods indicated, certain items in our consolidated statements of operations as a percentage of total net revenue.

• Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

• Revenue, Net. Revenue, net for the year ended December 31, 2024 was $37,773,000, all of which were generated from Bloomia for the period from its acquisition on February 22, 2024 (“the acquisition date”) through December 31, 2024 (the “acquisition period”). The first and second calendar quarters are…