BLOOMIA HOLDINGS, INC.

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. The name change became effective on January 28, 2026. 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 December 31, 2025 represent the second 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 year 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.

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 December 31, 2025 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public companies to expand their income tax disclosures with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes and requires greater detail about significant reconciling items in the reconciliation. Additionally, the amendment requires disaggregated information pertaining to taxes paid, net of refunds received, for federal, state, and foreign income taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 for fiscal year ended June 30, 2025 as reported in the Form 10-KT.

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 $45,000 and $122,000 at December 31, 2025 and June 30, 2025, respectively. The change in allowance was primarily due to write-offs of uncollectible invoices of $34,000 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 326Financial 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.

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 December 31, 2025 and June 30, 2025, the Company had paid $836,000 and $887,000, respectively, for bulbs to be received in fiscal year 2026. The balance in prepaid expenses and other current assets also includes $814,000 of ex-force bulbs as of December 31, 2025. As of June 30, 2025, these ex-force bulbs were included in other assets.

Revenue. The following table presents revenue disaggregated by customer, as determined by the operational nature of their industry:

During the three and six months ended December 31, 2025 and 2024, the Company hadthree customers that accounted for 10% or more of the total revenues. During the six months ended December 31, 2025, revenue from these three customers in the aggregate represented approximately 60% of total revenue. As of December 31, 2025, these customers accounted for approximately 15% of accounts receivable, net. 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:

4. Property and Equipment.

Property and equipment, net consisted of the following at:

The components of depreciation expense are as follows within our condensed consolidated statements of operations and comprehensive loss:

5. Goodwill and Other Intangible Assets.

The following table summarizes the changes in goodwill:

Other intangible assets and related amortization are as follows:

For each of the three months ended December 31, 2025 and 2024, amortization of intangible assets expensed to operations was $382,000. For each of the six months ended December 31, 2025 and 2024, amortization of intangible assets expensed to operations was $763,000. The weighted average remaining amortization period for intangible assets as of December 31, 2025 and June 30, 2025 is approximately 10.1 years and 10.6 years, respectively.

Remaining estimated annual amortization expense is as follows for the fiscal years ended June 30:

6. Long-term debt, net.

The components of debt consisted of the following at:

To finance the acquisition of Bloomia, the Company entered into a revolving credit and term loan agreement (the “Credit Agreement”), with Tulp 24.1 as the borrower (the “Borrower”) for a $18,000,000 term loan and a $6,000,000 revolving credit facility. The Company pays $450,000 of principal term loan payments quarterly. On October 16, 2024, the Company entered into a First Amendment to Credit Agreement to, among other things, temporarily increase 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”), together with its direct and indirect subsidiaries Tulp 24.1, LLC, as borrower, and each of Tulipa Acquisitie Holding B.V., Bloomia B.V., and Fresh Tulips USA, LLC, as guarantors, with Associated Bank, N.A., a national banking association. Under the Amended Credit Agreement, 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 will be 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. The Company breached the senior cash flow leverage ratio and the fixed charge coverage ratio as of December 31, 2025, and expects to breach as of March 31, 2026. The 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 as of June 30, 2026, as well as subsequent quarters through the end of the calendar year. As of December 31, 2025, the Company had an outstanding balance of $10,000,000 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 part of the financing of the acquisition of Bloomia, the Company entered into notes payable with the sellers. Notes payable for $12,750,000 have a term offive years with a scheduled maturity date of March 24, 2029. The notes payable are subject to additional principal payments based on excess cash flow. The notes payable initially bear interest at 8% per annum for the first year that increases annually by 2 percentage points. Interest on loans made under the notes payable is payable “in kind” (“PIK”). Interest that is payable “in-kind” is added to the aggregate principal amount on the applicable interest payment date.

As of December 31, 2025 and June 30, 2025, there were $385,000 of debt issuance costs related to the term loan, net of amortization of $153,000 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 December 31, 2025 and June 30, 2025, there were $128,000 of deferred financing costs related to the revolving credit facility, net of amortization of $48,000 and $35,000, respectively, which have been presented within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.

The Company incurred $452,000 and $771,000 of interest expense on the term loans and revolving credit facility in the three and six months ended December 31, 2025, respectively. The Company incurred $483,000 and $902,000 of interest expense on the term loans and revolving credit facility in the three and six months ended December 31, 2024, respectively. In addition, the Company incurred non-cash paid-in-kind interest of $385,000 and $779,000 on the seller notes facility in the three and six months ended December 31, 2025, respectively, and $403,000 and $795,000 on the seller notes facility in the three and six months ended December 31, 2024, respectively. Term loan, revolving credit facility and paid-in-kind interest are included in interest expense, net on the condensed consolidated statements of operations and comprehensive loss.

The combined aggregate maturities for the fiscal years ended June 30 are as follows:

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 has agreed to advance from time to time until August 15, 2026, but 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 remains scheduled to mature, and all principal and accrued but unpaid interest will become due on 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 bear interest at a fixed rate of 8.0%, which may be increased by 3.0% upon certain events of default, and the interest accrued and deferred until the maturity date. As of December 31, 2025 and June 30, 2025, the Company had $2,150,000 and $3,350,000, respectively, of principal outstanding and $301,000 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 December 31, 2025 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 have agreed to lend to 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 $161,000 of accrued interest are included in total noncurrent liabilities on the condensed consolidated balance sheets as of December 31, 2025. Kohler is Chief Investment Officer and Portfolio Manager of BCCM Advisors, LLC, which, according to Schedule 13G filed with the SEC on October 15, 2025, beneficially owned approximately 8.9% of our outstanding Common Stock as of September 23, 2025. Proceeds from the 2025 Notes are expected to be used to fund operations of the Bloomia business. Amounts outstanding under the 2025 Notes bear interest at a fixed rate of 13.5% per year. The 2025 Notes are scheduled to mature and all principal and accrued but unpaid interest will become due on June 1, 2027. The 2025 Notes restrict 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 restriction may be waived by the Note Lenders holding a majority interest in the 2025 Notes. No closing or origination fees are being paid to any Note Lender.

Interest expense incurred related to both the 2024 Note and 2025 Notes was $182,000 and $253,000 during the three and six months ended December 31, 2025, respectively. Interest expense incurred related to the 2024 Note was $61,000 and $69,000 during the three and six months ended December 31, 2024. 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.

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:

The components of lease expense from continuing operations are as follows within our condensed consolidated statements of operations and comprehensive loss:

Supplemental cash flow information related to leases where the Company is the lessee is as follows:

The maturities of the operating and finance lease liabilities for the fiscal years ended June 30 are as follows:

9. Income Taxes.

Income tax benefit and the effective tax rates were as follows:

For the three and six months ended December 31, 2025, the rate differs from the federal statutory rate of 21% due to state taxes, foreign taxes, and other permanent items. For the three and six months ended December 31, 2024, the rate differs from the federal statutory rate of 21% due to state and foreign taxes, valuation allowance change, nondeductible transaction costs, and other permanent items.

10. Net Loss per Share.

Basic net loss per share is computed by dividing net loss by the weighted average shares outstanding and excludes any dilutive effects of stock options and restricted stock units and awards. Diluted net loss per share gives effect to all diluted potential common shares outstanding during the year.

In determining diluted net loss per share, the Company considers whether the result of the incremental shares would be antidilutive. During the three and six months ended December 31, 2025 and 2024, 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.

Weighted average common shares outstanding for the three and six months ended December 31, 2025 and 2024 were as follows:

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 December 31, 2025, 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 athree-year period for a total of $360,000. The Company will be paid inthree sums of $120,000 beginning on March 1, 2026, with the final payment to be received on March 1, 2028.

Forward Currency Contract. On November 25, 2025, the Company entered into a foreign currency forward contract to manage exposure to changes in the Euro exchange rate on forecasted transactions denominated in Euro. The contract is not designated as a hedging instrument underASC 815 Derivatives and Hedging, and the change in fair value is recognized in earnings. The contract is to purchase €400,000 between February 2, 2026 and March 31, 2026 at a rate of $1.1711.The fair value of the forward contract was a $4,000 asset at December 31, 2025, and is included inprepaid expenses and other current assets on the condensed consolidated balance sheets. The gain recognized in Other expense (income) within the condensed consolidated statements of operations and comprehensive loss related to this contract for the three and six months ended December 31, 2025 was $4,000. Additionally, on January 12 and February 2, 2026, the Company entered into foreign currency contracts to purchase €500,000 for $596,000 and €1,000,000 for $1,201,000, 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.

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.