Bloomia Holdings, Inc. (TULP) - 10-Q Summary
Business Context and Reporting Period
Company: Bloomia Holdings, Inc. (formerly Lendway, Inc.)
Reporting Period: Quarter ended March 31, 2026 (Fiscal Q3 2026)
Business Overview: A specialty agricultural company focused on fresh-cut tulips, operating greenhouses in the U.S., South Africa, and the Netherlands. The company changed its name and ticker to "TULP" in February 2026. The business is highly seasonal, with peak sales in the spring.
Key Financial Metrics
| Metric | Three Months Ended Mar 31, 2026 | Nine Months Ended Mar 31, 2026 |
|---|---|---|
| Revenue, Net | $14.44 million | $26.33 million |
| Gross Profit | $2.86 million (19.8% margin) | $3.29 million (12.5% margin) |
| Operating Loss | $(0.02) million | $(5.35) million |
| Net Loss (Attributable to Bloomia) | $(0.77) million | $(5.90) million |
| Diluted EPS | $(0.43) | $(3.33) |
| Cash and Equivalents | $0.89 million | N/A |
| Total Debt (Current + Long-term) | $40.34 million | N/A |
| Working Capital | $4.80 million | N/A |
Material Changes vs. Prior Period
- Revenue Growth: Revenue increased 16% year-over-year (YoY) for the quarter and 4% for the nine-month period, driven primarily by higher pricing despite a 3% (quarter) and 10% (nine-month) decrease in stem volume sold.
- Margin Compression: Gross margin declined significantly from 31.3% to 19.8% (quarter) and 18.8% to 12.5% (nine months). This was caused by lower sales volume, increased bulb costs, tariffs, and higher freight costs, partially offset by government grants ($150k in Q3, $450k in 9M).
- Operating Expenses: SG&A expenses increased due to costs associated with a rights offering and amendments to the Seller Note.
- Debt Levels: Total debt increased to $40.34 million from $30.52 million at the prior fiscal year-end, driven by draws on the revolving credit facility and related party notes to fund bulb purchases.
Guidance, Outlook, and Risks
Capital Structure & Liquidity:
- Rights Offering: Completed in April 2026, raising $12.1 million gross ($5M cash, $7.1M debt conversion). Proceeds were used to make a $4.9 million initial payment toward a discounted prepayment of the Seller Note.
- Debt Covenant Breach: The company is currently out of compliance with its Credit Agreement due to an overdraft on the revolving facility (balance ~$9.1M vs. $6M limit) and financial covenant breaches as of Dec 31, 2025, and Mar 31, 2026. Waivers have been obtained for these periods.
- Seller Note: The company has until May 27, 2026, to pay the remaining $2.43 million of a discounted prepayment amount. Failure to do so will reinstate a portion of the original principal balance.
Risks & Contingencies:
- Covenant Compliance: Risk of technical default if the company cannot cure the revolving facility overdraft or meet future financial covenants.
- Customer Concentration: Three customers accounted for 52% of revenue in the nine months ended March 31, 2026.
- Foreign Exchange: Exposure to Euro fluctuations impacts bulb procurement costs; the company uses forward contracts to hedge.
- Seasonality: Cash flow is heavily dependent on the spring sales season; inventory peaks prior to this period.
Investor Verification Checklist
- Covenant Status: Verify the status of the revolving credit facility overdraft and whether the lender has granted a permanent waiver or if the company has reduced the balance below the $6M limit.
- Seller Note Repayment: Confirm if the remaining $2.43 million discounted prepayment was made by the May 27, 2026 deadline to avoid principal reinstatement.
- Margin Recovery: Assess if the company can sustain higher pricing or reduce bulb costs to improve gross margins in the upcoming peak season.
- Related Party Transactions: Review the terms of the new $1M promissory note with Gary Kohler and the conversion of previous related party debt into equity.
- Customer Concentration: Evaluate the stability of the top three customers representing over 50% of revenue.