Lendway (LDWY) 10-Q 21 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 17, 2024
Cover [Abstract]
Entity Registrant Name	LENDWAY, INC.
Entity Central Index Key	0000875355
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		1,769,599
Entity File Number	1-13471
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	41-1656308
Entity Address Address Line 1	5000 West 36th Street
Entity Address Address Line 2	Suite 220
Entity Address City Or Town	Minneapolis
Entity Address State Or Province	MN
Entity Address Postal Zip Code	55416
City Area Code	763
Local Phone Number	392-6200
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	LDWY
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 5,013,000	$ 16,077,000
Accounts receivable, net	5,065,000	0
Receivable from escrow account	200,000	200,000
Inventories, net	9,718,000	0
Prepaid expenses and other current assets	2,987,000	52,000
Other current assets related to discontinued operations	115,000	292,000
Total current assets	23,098,000	16,621,000
Property and equipment, net	11,576,000	35,000
Equity-method investment	167,000	0
Goodwill	10,122,000	0
Intangible assets, net	26,712,000	0
Operating lease right-of-use assets	34,060,000	7,000
Finance lease right-of-use assets	22,000	0
Long-term receivable	357,000	0
Note receivable	700,000	0
Other assets	10,000	10,000
Total assets	106,824,000	16,673,000
Current liabilities:
Accounts payable	2,359,000	32,000
Accrued compensation	1,825,000	635,000
Accrued expenses and other current liabilities	3,779,000	210,000
Current portion of finance lease liabilities	13,000	0
Current portion of operating lease liabilities	958,000	4,000
Current portion of debt	2,850,000	0
Current liabilities related to discontinued operations	166,000	257,000
Liabilities and Stockholders' equity
Total current liabilities	11,950,000	1,138,000
Long-term liabilities:
Finance lease liabilities, net of current portion	7,000	0
Operating lease liabilities, net of current portion	33,245,000	3,000
Long-term debt, net	34,575,000	0
Deferred tax liabilities, net	9,785,000	0
Total Long-term liabilities	77,612,000	3,000
Stockholders' equity
Common stock, par value $.01: Authorized shares - 5,714,000 Issued and outstanding shares - 1,743,000 at March 31, 2024 and December 31, 2023	17,000	17,000
Additional paid-in capital	16,177,000	16,176,000
Accumulated other comprehensive income	3,000	0
Accumulated deficit	(1,702,000)	(661,000)
Total stockholders' equity attributable to Lendway,Inc	14,495,000	15,532,000
Equity from noncontrolling interest	2,767,000	0
Total Stockholders' equity	17,262,000	15,532,000
Total Liabilities and Stockholders' equity	$ 106,824,000	$ 16,673,000

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Common Stock, Par Value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	5,714,000	5,714,000
Common Stock, Shares Issued	1,743,000	1,743,000
Common Stock, Shares Outstanding	1,743,000	1,743,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
Revenue, net	$ 8,033,000	$ 0
Cost of goods sold	6,139,000	0
Gross profit	1,894,000	0
Sales, general and administrative expenses	3,388,000	628,000
Operating loss	(1,494,000)	(628,000)
Foreign exchange difference, net	(45,000)	0
Interest expense (income), net	225,000	(103,000)
Other expenses, net	9,000	0
Loss from continuing operations before income taxes	(1,683,000)	(525,000)
Income tax (benefit) expense	(347,000)	3,000
Net loss from continuing operations	(1,336,000)	(528,000)
Income from discontinued operations, net of tax	72,000	2,176,000
Net (loss) income including noncontrolling interest	(1,264,000)	1,648,000
Less: Net (loss) income attributable to noncontrolling interest	(223,000)	0
Net (loss) income attributable to Lendway, Inc.	(1,041,000)	1,648,000
Other comprehensive income (foreign currency translation)	3,000	0
Comprehensive (loss) income attributable to Lendway, Inc.	$ (1,038,000)	$ 1,648,000
Net (loss) income per basic and diluted share attributable to Lendway, Inc.:
Continuing operations	$ (0.77)	$ (0.29)
Discontinued operations	0.04	1.21
Basic and diluted earnings per share	$ (0.73)	$ 0.92
Shares used in calculation of net (loss) income per share:
Basic and diluted	1,743,000	1,798,000

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated other comprehensive loss	Accumulated Deficit	Total Lendway Stockholders Equity Member	Noncontrolling Interest
Balance, shares at Dec. 31, 2022		1,797,000
Balance, amount at Dec. 31, 2022	$ 13,401,000	$ 18,000	$ 16,458,000	$ 0	$ (3,075,000)	$ 13,401,000	$ 0
Issuance of common stock, net, shares		1,000
Issuance of common stock, net, amount	8,000	$ 0	8,000	0	0	8,000	0
Value of stock-based compensation	22,000	0	22,000	0	0	22,000	0
Net income	1,648,000	$ 0	0	0	1,648,000	1,648,000	0
Balance, shares at Mar. 31, 2023		1,798,000
Balance, amount at Mar. 31, 2023	15,079,000	$ 18,000	16,488,000	0	(1,427,000)	15,079,000	0
Balance, shares at Dec. 31, 2023		1,743,000
Balance, amount at Dec. 31, 2023	15,532,000	$ 17,000	16,176,000	0	(661,000)	15,532,000	0
Value of stock-based compensation	1,000	0	1,000	0	0	1,000	0
Net income	(1,264,000)	0	0	0	(1,041,000)	(1,041,000)	(223,000)
Other comprehensive income	3,000	0	0	3,000	0	3,000	0
Issuance of noncontrolling interests in acquisition	2,990,000	$ 0	0	0	0	0	2,990,000
Balance, shares at Mar. 31, 2024		1,743,000
Balance, amount at Mar. 31, 2024	$ 17,262,000	$ 17,000	$ 16,177,000	$ 3,000	$ (1,702,000)	$ 14,495,000	$ 2,767,000

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Activities
Net (loss) income	$ (1,264,000)	$ 1,648,000
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	300,000	14,000
Amortization of deferred financing costs	12,000	0
Changes in allowance for doubtful accounts	0	20,000
Stock-based compensation expense	1,000	22,000
Noncash operating lease expense	143,000	0
Deferred income tax (benefit) expense	(505,000)	0
Increase (decrease) in cash resulting from changes in, net of acquisition:
Accounts receivable, net	(1,635,000)	(3,770,000)
Inventories	3,322,000	5,000
Income tax receivable	0	2,000
Prepaid expenses and other current assets	(1,037,000)	(1,084,000)
Accounts payable	263,000	(440,000)
Accrued compensation	(645,000)	0
Accrued expenses and other current liabilities	2,429,000	(137,000)
Deferred revenue	0	(126,000)
Net cash provided by (used in) operating activities of continuing operations	1,384,000	(3,846,000)
Net cash provided by operating activities of discontinued operations	86,000	0
Net cash provided by (used in) operating activities	1,470,000	(3,846,000)
Investing Activities
Purchases of property and equipment	(230,000)	(6,000)
Acquisition of Bloomia, net of cash acquired	(34,178,000)	0
Receipts from note receivable	36,000	0
Net cash used in investing activities	(34,372,000)	(6,000)
Financing Activities
Proceeds from long-term debt	24,000,000	0
Repayments of long-term debt	(1,650,000)	0
Principal payments on finance lease liabilities	(2,000)	0
Payment of financing costs	(513,000)	0
Proceeds from issuances of common stock	0	8,000
Net cash provided by financing activities	21,835,000	8,000
Effect of exchange rate changes	3,000	0
Net decrease in cash and cash equivalents	(11,064,000)	(3,844,000)
Cash and cash equivalents, beginning of period	16,077,000	14,524,000
Cash and cash equivalents, end of period	5,013,000	10,680,000
Supplemental cash flow information
Cash paid for interest	46,000	0
Noncash purchase consideration - Equity issuance of noncontrolling interest	2,990,000	0
Noncash purchase consideration - Seller notes	$ 15,451,000	$ 0

Description of Business and Bas

Description of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2024
Description of Business and Basis of Presentation
Description of Business and Basis of Presentation	1. Description of Business and Basis of Presentation. Description of Business. Lendway, Inc. Basis of Presentation. The unaudited condensed consolidated results of operations and comprehensive loss for the three months ended March 31, 2024, are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2024, nor for any other future annual or interim period. The tulip sales business tends to be seasonal with spring being the strongest sales season. On August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s legacy business of providing in-store advertising solutions to brands, retailers, shopper marketing agencies and brokerages (the “In-Store Marketing Business”). The operations of the In-Store Marketing Business are presented as discontinued operations. All prior periods presented have been restated to present the In-Store Marketing Business as discontinued operations. Recently Issued Accounting Pronouncements. 2023 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures 2023 07 2023-07 2023-07 2023-07 In December 2023, the FASB issued ASU 2023 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures 2023 09 2023 09 2023 07

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Significant Accounting Policies	2. Significant Accounting Policies. Use of Estimates. Foreign Currency Transactions. Transactions and balances that are denominated in currencies that differ from the functional currencies have been remeasured into U.S. dollars in accordance with principles set forth in Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters For subsidiaries whose functional currency has been determined to be other than the U.S. dollar, assets and liabilities are translated at year-end exchange rates, and condensed consolidated statement of operations items are translated at average exchange rates prevailing during the year, and equity is translated at blended historical rates. Resulting translation differences are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity. Accounts Receivable, Net. Financial Instruments - Credit Losses Inventories. Property and Equipment, Net. Estimated Useful life Machinery and equipment 5-20 years Leasehold improvements 15 years Bushes 7-10 years Vehicles 5 years Furniture and fixtures 5-7 years Long-Lived Assets Impairment Testing Goodwill and Indefinite-lived Assets . Further, the Company recognized a trade name associated with the Bloomia acquisition that was determined to be an indefinite-lived intangible asset. Annually, or if conditions indicate an additional review is necessary, we test indefinite-lived trade names for impairment. We have the option to first assess qualitative factors to determine whether the fair value of a trade name is “more likely than not” less than its carrying value. If it is more likely than not that an impairment has occurred, we then perform the quantitative impairment test. If we perform the quantitative test, the carrying value of the asset is compared to an estimate of its fair value to identify impairment. The fair value is determined by the relief-from-royalty method, which requires significant judgment. Actual results may differ from assumed and estimated amounts utilized in the analysis. If we conclude an impairment exists, the asset's carrying value will be written down to its fair value. During the three months ended March 31, 2024, no impairment losses were identified. Equity-Method Investments. Investments in equity-method investments and joint ventures of immaterial entities are estimated based upon the overall performance of the entity where financial results are not available on a timely basis. Fair Value. · Level 1: · Level 2: · Level 3: 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, 2024 and December 31, 2023 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. Revenue Recognition. · Identify the contract or contracts, with a customer; · Identify the performance obligations in the contract; · Determine the transaction price; · Allocate the transaction price to performance obligations in the contract; and · Recognize revenue when or as the Company satisfies a performance obligation. The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; this occurs with the transfer of control of its tulips. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue from product sales is governed primarily by customer pricing and related purchase orders (“contracts”) which specify shipping terms and the transaction price. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of tulips to the customer and the product is delivered. The Company expenses the incremental costs of obtaining a contract, if the amortization period is one year or less. These costs are included in sales and marketing expense in the Condensed Consolidated Statement of Operations. The following table presents revenue disaggregated by customer, as determined by the operational nature of their industry: Period ended March 31 2024 Supermarket $ 7,472,000 Wholesaler 388,000 Other 173,000 Total $ 8,033,000 For the period ended March 31, 2024, the Company had three customers that account for 10% or more of the total revenues. These three customers accounted for approximately 47%, 13%, and 11%, respectively for the period ended March 31, 2024. As of March 31, 2024, approximately $3.2 million was due from these three customers. The loss of a major customer could adversely affect the Company's operating results and financial condition. Cost of Sales. Shipping and Handling. Advertising Costs. Income Taxes . The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest income or expense/penalties attributable to the overpayment or underpayment, respectively, of income taxes is recognized as an element of our provision for income taxes. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, the Company records additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Stock Based Compensation During the three months ended March 31, 2024 and 2023, no stock options or restricted stock were issued by the Company. The Company recorded total stock-based compensation expense of $1,000 and $22,000 for the three months ended March 31, 2024 and 2023, respectively. Net Income (Loss) per Share. In determining diluted net income (loss) per share, the Company considers whether the result of the incremental shares would be antidilutive. During the period ended March 31, 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 any of the per share calculations. For the period ended March 31, 2024, options to purchase 1,463 shares of common stock with a weighted average exercise price of $15.54, were outstanding and determined to be antidilutive. At March 31, 2023 options to purchase 9,175 shares of common stock with a weighted average exercise price of $13.95 and 6,248 restricted stock units were outstanding and were determined to be antidilutive. Weighted average common shares outstanding for the three months ended March 31, 2024 and 2023 were as follows: Three months ended March 31 2024 2023 Denominator for basic net income (loss) per share - weighted average shares 1,743,000 1,798,000 Effect of dilutive securities: Stock options, restricted stock and restricted stock units - - Denominator for diluted net income (loss) per share - weighted average shares 1,743,000 1,798,000

Bloomia Acquisition

Bloomia Acquisition	3 Months Ended
	Mar. 31, 2024
Bloomia Acquisition
Bloomia Acquisition	3. Bloomia Acquisition On February 22, 2024, the Company completed the acquisition of a majority interest in Bloomia and its subsidiaries (the “Acquisition”). The Acquisition was completed by the Company through its wholly owned subsidiaries, Tulp 24.1 and Tulipa Acquisitie Holding B.V. (“Tulipa”), pursuant to an Agreement for the Sale and Purchase of Shares by and among Tulp 24.1, Tulipa, Botman Bloembollen B.V., W.F. Jansen (“Jansen”), and H.J. Strengers, and Lendway, as the Guarantor. Jansen will continue to serve as chief executive officer of Bloomia following the Acquisition. As a result of the Acquisition, Tulp 24.1 became the holder of 100% of the ownership interests of Bloomia. The acquisition has been accounted for in accordance with ASC Topic 805, "Business Combinations", using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price was allocated to the net identifiable tangible and intangible assets of Bloomia acquired, based on their fair values at the date of the acquisition. The acquisition was funded through a combination of debt and cash on hand. The total consideration transferred for the Bloomia acquisition was $53,360,000. Consideration 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 Tulp 24.1 which is reflected as noncontrolling interest within these condensed consolidated financial statements. Following the noncontrolling equity issued, the Company owns 81.4% of Tulp 24.1 and the CEO of Bloomia owns the remaining 18.6%. Refer to Note 9 for further discussion on the debt used to finance the Acquisition. Provisional fair value measurements were made for acquired assets and liabilities, and adjustments to those measurements may be made in subsequent periods as information necessary to complete the fair value analysis is obtained. The fair value measurements associated with working capital and the allocation of certain intangible assets are preliminary as of the date these financial statements are available to be issued. We expect to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The preliminary allocation of the purchase price to assets acquired and liabilities assumed is as follows: Fair value of purchase consideration Cash consideration $ 34,919,000 Equity in subsidiary issued (noncontrolling interest) 2,990,000 Seller bridge loans 15,451,000 Total fair value of consideration $ 53,360,000 Fair value of assets acquired and liabilities assumed: Cash and cash equivalents $ 739,000 Accounts receivable 3,430,000 Inventories 13,040,000 Prepaid and other 1,773,000 Property and equipment 11,453,000 Intangible assets 26,870,000 Equity method investment 167,000 Finance lease - right of use assets 22,000 Operating lease - right of use assets 34,289,000 Other assets 1,094,000 Total assets acquired 92,877,000 Accounts payable 2,064,000 Accrued expenses 2,974,000 Finance lease liabilities - current 13,000 Operating lease liabilities - current 945,000 Finance lease liabilities - long-term 9,000 Operating lease liabilities - long-term 33,344,000 Deferred tax liabilities 10,290,000 Total liabilities assumed 49,639,000 Net identifiable assets acquired 43,238,000 Goodwill 10,122,000 Total consideration transferred $ 53,360,000 The goodwill recognized is primarily attributable to the growth potential of the Company and is not deductible for tax purposes. The fair value of customer relationships was estimated using a discounted present value income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market-based rates of return. The fair value of the trade names was estimated using an income approach, specifically known as the relief from royalty method. The relief from royalty method is based on the hypothetical royalty stream that would be received if the Company were to license the trade name and was based on expected revenues. The useful life of the customer relationships was determined considering the period of expected cash flows used to measure the fair value of the intangible assets adjusted as appropriate for the entity-specific factors including legal, regulatory, contractual, competitive, economic or other factors that may limit the useful life of the customer relationships. The issued equity of the subsidiary, now reflected as noncontrolling interest was valued considering the total value of the acquired company and comparing that to the rollover value of the shares being converted. Revenue, net and net income for Bloomia since the date of acquisition included in the condensed consolidated statement of operations for three months ended March 31, 2024 were approximately $8,033,000 and $1,091,000, respectively. Unaudited pro forma information has been prepared as if the acquisition had taken place on January 1, 2023. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transaction actually taken place on January 1, 2023, and the unaudited pro forma information does not purport to be indicative of future financial operating results. The unaudited pro forma condensed consolidated financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisitions. In accordance with ASC 250-10, the Company is unable to provide unaudited pro forma information for revenue and net earnings for the three months ended March 31, 2023 due to lack of available information during the period prior to ownership. Unaudited pro forma information for the three months ended March 31, 2024 is as follows: Revenue, net $ 14,173,000 Net Income 2,377,000 The Company incurred approximately $1,542,000 of acquisition-related costs that were expensed during the three months ended March 31, 2024. These costs are included in sales, general and administrative expenses in the condensed consolidated statements of operations.

Sale of InStore Marketing Busin

Sale of InStore Marketing Business and Presentation as Discontinued Operations	3 Months Ended
	Mar. 31, 2024
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Sale of In-Store Marketing Business and Presentation as Discontinued Operations	4. Sale of In-Store Marketing Business and Presentation as Discontinued Operations. On August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s In-Store Marketing Business for a price of $3.5 million to TIMIBO LLC, an affiliate of Park Printing, Inc. (the “Buyer”) under an Asset Purchase Agreement (the “Purchase Agreement”). The Company retained accounts receivable, as well as cash, cash equivalents and marketable securities. The cash consideration for the sale was subject to a post-closing adjustment. The final purchase adjustment for the net balance was to reduce the cash consideration by $1.5 million, with the Company retaining an equal amount of cash that had been received for unexecuted programs. Under the Purchase Agreement, $200,000 was escrowed for a twelve-month period for any future claims, as defined in the Purchase Agreement, by the Buyer against the Company. The results of the In-Store Marketing Business have been presented as discontinued operations and the related assets and liabilities have been classified as related to discontinued operations, for all periods presented. The carrying amounts of major classes of assets and liabilities that were reclassified as related to discontinued operations on the Consolidated Balance Sheets were as follows: March 31, December 31, 2024 2023 Current Assets: Accounts receivable, net $ 115,000 $ 292,000 Current assets related to discontinued operations $ 115,000 $ 292,000 Current Liabilities: Accounts payable $ - $ 7,000 Sales tax 111,000 169,000 Accrued liabilities 55,000 81,000 Current liabilities related to discontinued operations $ 166,000 $ 257,000 Results of discontinued operations are summarized below: Three Months Ended March 31 2023 Net services revenues $ 12,831,000 Cost of services 9,911,000 Gross Profit 2,920,000 Operating Expenses: Selling 364,000 Marketing 296,000 General and administrative 93,000 Total Operating Expenses 753,000 Operating Income 2,167,000 Other income 9,000 Income from discontinued operations before income taxes 2,176,000 Income tax benefit - Income from discontinued operations, net of tax $ 2,176,000 The Company collected the remaining accounts receivable from the discontinued operation in April 2024. For the three months ended March 31, 2024, the Company recognized approximately $72,000 of benefit in sales, general and administrative expense of discontinued operations from the reduction in the accrual for sales tax due to the expiration of the statute of limitations.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2024
Inventories
Inventories	5. Inventories. Inventories at March 31, 2024 consisted of the following: Finished goods $ 412,000 Work-in-process 3,302,000 Raw materials and packaging supplies 6,004,000 Total inventories $ 9,718,000

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2024
Property and Equipment
Property and Equipment	6. Property and Equipment. Property and equipment at March 31, 2024 consisted of the following: Machinery and equipment $ 11,069,000 Leasehold improvements 104,000 Bushes 431,000 Vehicles 353,000 Furniture and fixtures 212,000 Property and equipment, gross 12,169,000 Less: accumulated depreciation (593,000 ) Property and equipment, net $ 11,576,000 At March 31, 2024, property and equipment, net of $819,000 were located outside of the U.S. Depreciation and amortization expense of property and equipment was $142,000 for the three months ended March 31, 2024, of which $122,000 and $20,000 were recorded within cost of sales and sales, general and administrative expenses, respectively. As of March 31, 2023, total property and equipment, net was $35,000 and depreciation for the three months ended March 31, 2023 was $14,000 which was recorded in sales, general and administrative expenses.

Equity Method Investment

Equity Method Investment	3 Months Ended
	Mar. 31, 2024
Equity Method Investment
Equity Method Investment	7. Equity Method Investment. Araucanía Flowers SA (“Araucania”) is based in Chile and serves as a marketing arm for the Company to export its crops to Latin-America countries. Araucanía has two other shareholders that hold 70% of its aggregate issued and outstanding shares. At March 31, 2024, the Company had a 30% equity interest in Araucania with a carrying amount of approximately $167,000. For the period ended March 31, 2024, the equity in net income of Araucania was approximately $nil. As of March 31, 2024, the Company had a note receivable from Araucanía with a balance of $165,000 which is included in Prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet. The Company had a 50% ownership interest in Horti-Group USA LLC (“Horti-Group”). Horti-Group operates a 45-acre facility near Washington D.C. that the Company utilizes to grow and distribute its tulips to North American customers. On February 9, 2023, the Company sold its interest in Horti-Group to V-Maxx for a sale price of $2,500,000. The sale price was seller-financed via the issuance of an interest-free loan from Fresh Tulips to V-Maxx with an original principal amount $2,500,000. The loan to V-Maxx is to be repaid in 17 monthly instalments of $150,000 for the first 16 months and $100,000 for the last month, with the first payment on April 1, 2023 and the last payment on August 1, 2024. At March 31, 2024, the balance of the loan was $700,000.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	3 Months Ended
	Mar. 31, 2024
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets	8. Goodwill and Other Intangible Assets. The following table summarizes the changes in goodwill: Balance as of January 1, 2024 $ - Goodwill resulting from the Bloomia Acquisition 10,122,000 Balance as of March 31, 2024 $ 10,122,000 Other intangible assets and related amortization are as follows at March 31, 2024: Cross Carrying Amount Useful Life (Years) Accumulated Amortization Net Carrying Amount Tradename $ 8,570,000 Indefinite $ - $ 8,570,000 Customer relationships 18,300,000 12 158,000 18,142,000 $ 26,870,000 $ 158,000 $ 26,712,000 For the three months ended March 31, 2024 amortization of intangible assets expensed to operations was $158,000. The weighted average remaining amortization period for intangible assets as of March 31, 2024 approximately 11.9 years. Remaining estimated aggregate annual amortization expense is as follows: Remainder of 2024 $ 1,144,000 2025 1,525,000 2026 1,525,000 2027 1,525,000 2028 1,525,000 Thereafter 10,898,000 Total $ 18,142,000

Debt

Debt	3 Months Ended
	Mar. 31, 2024
Debt
Debt	9. Debt. The components of debt at March 31, 2024 consisted of the following: Credit Agreement - term loan $ 18,000,000 Credit Agreement - revolving credit facility 6,000,000 Notes payable 13,800,000 37,800,000 Less: unamortized debt issuance costs (375,000 ) Total debt 37,425,000 Less current maturities (2,850,000 ) Long term debt, net of current maturities $ 34,575,000 To finance the Bloomia acquisition, 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 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. 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%. In addition to paying interest on the outstanding principal under the Credit Agreement, the Borrower is required to pay a commitment fee of 0.50% on the unutilized commitments under the revolving credit facility. The obligations under the Credit Agreement are secured by substantially all of the personal property of the Borrower and its subsidiaries. The Company provided an unsecured guaranty of the obligations of the Borrower under the Credit Agreement. Commencing with the fiscal quarter ending on March 31, 2024, the Credit Agreement will require the Borrower and its subsidiaries to maintain (a) a minimum fixed charge coverage ratio of not less than 1.25 to 1.00 and (b) a maximum senior cash flow leverage ratio of 3.0 to 1.0 until September 30, 2024, stepping down to 2.00 to 1.00 on December 31, 2027, until the maturity date of the Credit Agreement. As of March 31, 2024, the Company was in compliance with these financial covenants. The Credit Agreement contains other customary affirmative and negative covenants, including covenants that restrict the ability of the Borrower and its subsidiaries to incur additional indebtedness, dispose of significant assets, make distributions or pay dividends, make certain investments, including any acquisitions other than permitted acquisitions, make certain payments, enter into sale and leaseback transactions or grant liens on its assets, subject to certain limitations. The Credit Agreement also contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Credit Agreement, including failure to make payments under the credit facility, failure to comply with covenants in the Credit Agreement and other loan documents, cross default to other material indebtedness of the Borrower or any of its subsidiaries, failure of the Borrower or any of its subsidiaries to pay or discharge material judgments, bankruptcy of the Borrower or any of its subsidiaries, and change of control of the Company. The term loan is scheduled to be repaid in quarterly installments of $450,000, commencing on June 30, 2024 with a scheduled maturity date of February 20, 2029. The term loan is subject to additional principal payments under the annual 50% of excess cash flow provision (waived if total net cash flow leverage is less than 2.0x as of fiscal year-end). The scheduled maturity date of the revolving credit facility is February 20, 2029. As part of the financing of the Bloomia acquisition, the Company entered into notes payable with the sellers. Notes payable for $12,750,000 have a term of five years with a scheduled maturity date of March 24, 2029. The notes payable are subject to additional principal payments based on “excess cash flow” (“excess cash flow” has the same definition as “excess cash flow” used to determine additional principal payments for the term loan under the Credit Agreement). The notes payable initially bear interest at 8% per annum for the first year that increase 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. Additionally, the Company entered into short-term notes payable with the sellers. The short-term notes payable for $2,700,000 had a term of nine calendar weeks after the closing date. The short-term notes payable bear interest at 8%. These notes had an outstanding balance of $1,050,000 at March 31, 2024, and were paid in full after the end of the quarter during April 2024. As of March 31, 2024, there was $375,000 of unamortized debt issuance costs related to the term loan, net of amortization of $10,000 which has been presented as a direct deduction from long-term debt in the accompanying consolidated balance sheet. As of March 31, 2024, there was $126,000 of deferred financing costs related to the revolving credit facility, net of amortization of $3,000, which has been presented within prepaid expenses and other current assets in the accompanying consolidated balance sheet. The Company incurred $212,000 of interest expense on the term loans and revolving facility and incurred $125,000 on the seller notes which are included in other (income) expenses, net on the condensed consolidated statements of operations and comprehensive income (loss). The combined aggregate amount of maturities for each of the five years following March 31, 2024, are as follows: Remainder of 2024 $ 2,400,000 2025 1,800,000 2026 1,800,000 2027 1,800,000 2028 1,800,000 2029 28,200,000 $ 37,800,000

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Leases
Leases	10. 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 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. The balances for operating and finance leases where the Company is the lessee are presented as follows within the condensed consolidated balance sheets: March 31, 2024 Operating lease: Operating lease right-of-use assets, net $ 34,060,000 Current portion of operating lease obligations 958,000 Operating lease obligations, net of current portion 33,245,000 Total operating lease liabilities $ 34,203,000 Finance lease: Finance lease right-of-use assets, net $ 22,000 Current portion of finance lease obligations 13,000 Finance lease obligations, net of current portion 7,000 Total finance lease liabilities $ 20,000 The Company is party to an operating lease agreement with Horti-Group for land and greenhouses in King George, Virginia, United States. The lease commenced on July 1, 2021 and, including a renewal option the Company expects to exercise, ends on December 31, 2038. The Company recognized the following related party balances in the condensed consolidated balance sheets: March 31, 2024 Operating lease right-of-use assets, net $ 33,292,000 Current portion of operating lease obligations 789,000 Operating lease obligations, net of current portion 32,640,000 Total operating lease liabilities $ 33,429,000 The components of lease expense are as follows within our condensed consolidated statements of operations and comprehensive income (loss): Three Months Ended March 31, 2024 2023 Operating lease expense: Operating lease cost $ 449,000 $ 1,000 Short-term and variable lease cost 86,000 - Finance lease expense: Amortization of leased assets 1,000 - Total lease expense $ 536,000 $ 1,000 The weighted average remaining lease term and weighted average discount rate is as follows: March 31, 2024 Weighted average remaining lease term (years) Finance leases 1.61 Operating leases 14.60 Weighted average discount rate applied Finance leases 3.95 % Operating leases 8.22 % Supplemental cash flow information related to leases where the Company is the lessee is as follows: Three Months Ended March 31, 2024 2023 Operating cash outflows from operating leases $ 306,000 $ 1,000 Financing cash outflows from finance leases 1,000 - Leased assets obtained in excha nge for operating lease liabilities 34,289,000 - Leased assets obtained in exchange for finance lease liabilities 22,000 - As of March 31, 2024, the maturities of the operating and finance lease liabilities are as follows: Operating Finance Leases Leases Remainder of 2024 $ 922,000 $ 4,000 2025 3,723,000 14,000 2026 3,796,000 5,000 2027 3,872,000 - 2028 3,876,000 - 2029 3,798,000 - Thereafter 39,994,000 - Total minimum lease payments $ 59,981,000 $ 23,000 Less: imputed interest (25,778,000 ) (3,000 ) Total: present value of lease liabilities $ 34,203,000 $ 20,000 Less: current portion (958,000 ) (13,000 ) Long-term portion of lease liabilities $ 33,245,000 $ 7,000

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Taxes
Income Taxes	11. Income Taxes. For the three months ended March 31, 2024, the Company recorded an income tax benefit of 20.6% on loss from continuing operations. The rate differs from the federal statutory rate of 21% due to state taxes of 4.7%, valuation allowance change of 17.6% and nondeductible transaction costs and other permanent items of (22.7)%. For the three months ended March 31, 2023, the Company recorded an income tax expense of 0.2% on loss from continuing operations before income taxes. The rate differs from the federal statutory rate of 21% due to state taxes of 3.5%, valuation allowance change of (22.6)% and other permanent items of (1.7)%. For the three months ended March 31, 2024, the Company recorded an income tax benefit of $347,000 on the loss from continuing operations before income taxes. The overall benefit of $347,000 includes a $451,000 benefit for the reversal of the valuation allowance on federal deferred tax assets. During the quarter the Company established deferred tax liabilities related to the acquisition in the majority ownership of Bloomia. The Company anticipates that the deferred tax liabilities will result in future taxable income that will allow for the realization of the federal deferred tax assets. As of March 31, 2024, and December 31, 2023, the Company had unrecognized tax benefits totaling $42,000, including interest, which relates to state nexus issues. The amount of the unrecognized tax benefits, if recognized, that would affect the effective income tax rates of future periods is $42,000.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and contingencies (Note 12)
Commitments and Contingencies	12 Commitments and Contingencies. Litigation. In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings. As of March 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. Purchase Obligation. Other than this obligation, 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. As of March 31, 2024, Bloomia had committed to purchase machinery up to a total amount of $458,000.

Employee Benefit Plans

Employee Benefit Plans	3 Months Ended
	Mar. 31, 2024
Employee Benefit Plans
Employee Benefit Plans	13 Employee Benefit Plans The Company sponsors a Retirement Profit Sharing and Savings Plan under Section 401(k) of the Internal Revenue Code. The plan allows employees of Lendway, Inc. to defer up to 50% of their wages, subject to Federal limitations, on a pre-tax basis through contributions to the plan. During the three months ended March 31, 2024 and 2023, the Company’s expense from continuing operations for matching contributions was $3,000 and $3,000, respectively. For all Dutch employees, the Company participates in defined contribution pension plans with an independent insurance company. Defined contributions are expensed in the year in which the related employee services are rendered. The Company makes contributions on behalf of all Dutch employees of which $8,000 were made and expensed for the period ended March 31, 2024.

Segment Data

Segment Data	3 Months Ended
	Mar. 31, 2024
Segment Data	14. Segment Data. With the Bloomia Acquisition that was completed on February 22, 2024, the Company has two operating and reportable segments: Bloomia and Lending, both of which are described in note 1. The Company's remaining activities are presented as “Corporate“. The Company's Corporate activities consist of corporate transaction expenses, certain corporate fees and expenses, interest expense, and management compensation. The following table presents summarized financial information concerning the Company’s reportable business segments and Other activities: Three months ended March 31, 2024 Bloomia Lending Corporate Total Revenue, net $ 8,033,000 $ - $ - $ 8,033,000 Income (loss) from continuing operations before income taxes 1,091,000 (325,000 ) (2,449,000 ) (1,683,000 ) Total assets $ 102,981,000 $ 2,049,000 $ 1,794,000 $ 106,824,000

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Use of Estimates	Use of Estimates.
Foreign Currency Transactions	Foreign Currency Transactions. Transactions and balances that are denominated in currencies that differ from the functional currencies have been remeasured into U.S. dollars in accordance with principles set forth in Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters For subsidiaries whose functional currency has been determined to be other than the U.S. dollar, assets and liabilities are translated at year-end exchange rates, and condensed consolidated statement of operations items are translated at average exchange rates prevailing during the year, and equity is translated at blended historical rates. Resulting translation differences are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.
Accounts Receivable, Net	Accounts Receivable, Net. Financial Instruments - Credit Losses
Inventories	Inventories.
Property and Equipment, Net	Property and Equipment, Net. Estimated Useful life Machinery and equipment 5-20 years Leasehold improvements 15 years Bushes 7-10 years Vehicles 5 years Furniture and fixtures 5-7 years
Long-Lived Assets Impairment Testing	Long-Lived Assets Impairment Testing
Goodwill and Indefinite-lived Assets	Goodwill and Indefinite-lived Assets . Further, the Company recognized a trade name associated with the Bloomia acquisition that was determined to be an indefinite-lived intangible asset. Annually, or if conditions indicate an additional review is necessary, we test indefinite-lived trade names for impairment. We have the option to first assess qualitative factors to determine whether the fair value of a trade name is “more likely than not” less than its carrying value. If it is more likely than not that an impairment has occurred, we then perform the quantitative impairment test. If we perform the quantitative test, the carrying value of the asset is compared to an estimate of its fair value to identify impairment. The fair value is determined by the relief-from-royalty method, which requires significant judgment. Actual results may differ from assumed and estimated amounts utilized in the analysis. If we conclude an impairment exists, the asset's carrying value will be written down to its fair value. During the three months ended March 31, 2024, no impairment losses were identified.
Equity-Method Investments	Equity-Method Investments. Investments in equity-method investments and joint ventures of immaterial entities are estimated based upon the overall performance of the entity where financial results are not available on a timely basis.
Fair Value	Fair Value. · Level 1: · Level 2: · Level 3: 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, 2024 and December 31, 2023 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.
Revenue Recognition	Revenue Recognition. · Identify the contract or contracts, with a customer; · Identify the performance obligations in the contract; · Determine the transaction price; · Allocate the transaction price to performance obligations in the contract; and · Recognize revenue when or as the Company satisfies a performance obligation. The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; this occurs with the transfer of control of its tulips. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products. Revenue from product sales is governed primarily by customer pricing and related purchase orders (“contracts”) which specify shipping terms and the transaction price. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the respective stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of tulips to the customer and the product is delivered. The Company expenses the incremental costs of obtaining a contract, if the amortization period is one year or less. These costs are included in sales and marketing expense in the Condensed Consolidated Statement of Operations. The following table presents revenue disaggregated by customer, as determined by the operational nature of their industry: Period ended March 31 2024 Supermarket $ 7,472,000 Wholesaler 388,000 Other 173,000 Total $ 8,033,000 For the period ended March 31, 2024, the Company had three customers that account for 10% or more of the total revenues. These three customers accounted for approximately 47%, 13%, and 11%, respectively for the period ended March 31, 2024. As of March 31, 2024, approximately $3.2 million was due from these three customers. The loss of a major customer could adversely affect the Company's operating results and financial condition.
Cost of Sales	Cost of Sales.
Shipping and Handling	Shipping and Handling.
Advertising Costs	Advertising Costs.
Income Taxes	Income Taxes . The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest income or expense/penalties attributable to the overpayment or underpayment, respectively, of income taxes is recognized as an element of our provision for income taxes. As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, the Company records additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.
Stock-Based Compensation	Stock Based Compensation During the three months ended March 31, 2024 and 2023, no stock options or restricted stock were issued by the Company. The Company recorded total stock-based compensation expense of $1,000 and $22,000 for the three months ended March 31, 2024 and 2023, respectively.
Net Income (Loss) Per Share	Net Income (Loss) per Share. In determining diluted net income (loss) per share, the Company considers whether the result of the incremental shares would be antidilutive. During the period ended March 31, 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 any of the per share calculations. For the period ended March 31, 2024, options to purchase 1,463 shares of common stock with a weighted average exercise price of $15.54, were outstanding and determined to be antidilutive. At March 31, 2023 options to purchase 9,175 shares of common stock with a weighted average exercise price of $13.95 and 6,248 restricted stock units were outstanding and were determined to be antidilutive. Weighted average common shares outstanding for the three months ended March 31, 2024 and 2023 were as follows: Three months ended March 31 2024 2023 Denominator for basic net income (loss) per share - weighted average shares 1,743,000 1,798,000 Effect of dilutive securities: Stock options, restricted stock and restricted stock units - - Denominator for diluted net income (loss) per share - weighted average shares 1,743,000 1,798,000

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Estimmated useful lives of Property and equipment	Estimated Useful life Machinery and equipment 5-20 years Leasehold improvements 15 years Bushes 7-10 years Vehicles 5 years Furniture and fixtures 5-7 years
Disaggregation of revenue	Period ended March 31 2024 Supermarket $ 7,472,000 Wholesaler 388,000 Other 173,000 Total $ 8,033,000
Schdule of Weighted Average Common Shares Outstanding	Three months ended March 31 2024 2023 Denominator for basic net income (loss) per share - weighted average shares 1,743,000 1,798,000 Effect of dilutive securities: Stock options, restricted stock and restricted stock units - - Denominator for diluted net income (loss) per share - weighted average shares 1,743,000 1,798,000

Bloomia Acquisition (Tables)

Bloomia Acquisition (Tables)	3 Months Ended
	Mar. 31, 2024
Bloomia Acquisition
Schedule of purchase price to asets and liabilities	Fair value of purchase consideration Cash consideration $ 34,919,000 Equity in subsidiary issued (noncontrolling interest) 2,990,000 Seller bridge loans 15,451,000 Total fair value of consideration $ 53,360,000 Fair value of assets acquired and liabilities assumed: Cash and cash equivalents $ 739,000 Accounts receivable 3,430,000 Inventories 13,040,000 Prepaid and other 1,773,000 Property and equipment 11,453,000 Intangible assets 26,870,000 Equity method investment 167,000 Finance lease - right of use assets 22,000 Operating lease - right of use assets 34,289,000 Other assets 1,094,000 Total assets acquired 92,877,000 Accounts payable 2,064,000 Accrued expenses 2,974,000 Finance lease liabilities - current 13,000 Operating lease liabilities - current 945,000 Finance lease liabilities - long-term 9,000 Operating lease liabilities - long-term 33,344,000 Deferred tax liabilities 10,290,000 Total liabilities assumed 49,639,000 Net identifiable assets acquired 43,238,000 Goodwill 10,122,000 Total consideration transferred $ 53,360,000
Unaudited pro forma information	Revenue, net $ 14,173,000 Net Income 2,377,000

Sale of InStore Marketing Bus_2

Sale of InStore Marketing Business and Presentation as Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2024
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Summary of balance sheet adjustments	March 31, December 31, 2024 2023 Current Assets: Accounts receivable, net $ 115,000 $ 292,000 Current assets related to discontinued operations $ 115,000 $ 292,000 Current Liabilities: Accounts payable $ - $ 7,000 Sales tax 111,000 169,000 Accrued liabilities 55,000 81,000 Current liabilities related to discontinued operations $ 166,000 $ 257,000
Summary of operations adjustments	Three Months Ended March 31 2023 Net services revenues $ 12,831,000 Cost of services 9,911,000 Gross Profit 2,920,000 Operating Expenses: Selling 364,000 Marketing 296,000 General and administrative 93,000 Total Operating Expenses 753,000 Operating Income 2,167,000 Other income 9,000 Income from discontinued operations before income taxes 2,176,000 Income tax benefit - Income from discontinued operations, net of tax $ 2,176,000

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2024
Inventories
Schedule of Inventories	Finished goods $ 412,000 Work-in-process 3,302,000 Raw materials and packaging supplies 6,004,000 Total inventories $ 9,718,000

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property and Equipment
Schedule of Property and Equipment	Machinery and equipment $ 11,069,000 Leasehold improvements 104,000 Bushes 431,000 Vehicles 353,000 Furniture and fixtures 212,000 Property and equipment, gross 12,169,000 Less: accumulated depreciation (593,000 ) Property and equipment, net $ 11,576,000

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Other Intangible Assets
Summary of changes in Goodwill	Balance as of January 1, 2024 $ - Goodwill resulting from the Bloomia Acquisition 10,122,000 Balance as of March 31, 2024 $ 10,122,000
Other intangible assets and related amortization	Cross Carrying Amount Useful Life (Years) Accumulated Amortization Net Carrying Amount Tradename $ 8,570,000 Indefinite $ - $ 8,570,000 Customer relationships 18,300,000 12 158,000 18,142,000 $ 26,870,000 $ 158,000 $ 26,712,000
Remaining estimated aggregate annual amortization	Remainder of 2024 $ 1,144,000 2025 1,525,000 2026 1,525,000 2027 1,525,000 2028 1,525,000 Thereafter 10,898,000 Total $ 18,142,000

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2024
Debt
Schedule of component of debt	Credit Agreement - term loan $ 18,000,000 Credit Agreement - revolving credit facility 6,000,000 Notes payable 13,800,000 37,800,000 Less: unamortized debt issuance costs (375,000 ) Total debt 37,425,000 Less current maturities (2,850,000 ) Long term debt, net of current maturities $ 34,575,000
schedule of maturities of long tern debt	Remainder of 2024 $ 2,400,000 2025 1,800,000 2026 1,800,000 2027 1,800,000 2028 1,800,000 2029 28,200,000 $ 37,800,000

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases
Schedule of balances for operating and finance leases	March 31, 2024 Operating lease: Operating lease right-of-use assets, net $ 34,060,000 Current portion of operating lease obligations 958,000 Operating lease obligations, net of current portion 33,245,000 Total operating lease liabilities $ 34,203,000 Finance lease: Finance lease right-of-use assets, net $ 22,000 Current portion of finance lease obligations 13,000 Finance lease obligations, net of current portion 7,000 Total finance lease liabilities $ 20,000
schedule of balances in the condensed consolidated balance sheets	March 31, 2024 Operating lease right-of-use assets, net $ 33,292,000 Current portion of operating lease obligations 789,000 Operating lease obligations, net of current portion 32,640,000 Total operating lease liabilities $ 33,429,000
Schedule of components of lease expense	Three Months Ended March 31, 2024 2023 Operating lease expense: Operating lease cost $ 449,000 $ 1,000 Short-term and variable lease cost 86,000 - Finance lease expense: Amortization of leased assets 1,000 - Total lease expense $ 536,000 $ 1,000
weighted average remaining lease term and weighted average discount rate	March 31, 2024 Weighted average remaining lease term (years) Finance leases 1.61 Operating leases 14.60 Weighted average discount rate applied Finance leases 3.95 % Operating leases 8.22 %
Supplemental cash flow information related to leases	Three Months Ended March 31, 2024 2023 Operating cash outflows from operating leases $ 306,000 $ 1,000 Financing cash outflows from finance leases 1,000 - Leased assets obtained in excha nge for operating lease liabilities 34,289,000 - Leased assets obtained in exchange for finance lease liabilities 22,000 -
Schedule of maturities of the operating and finance lease liabilities	Operating Finance Leases Leases Remainder of 2024 $ 922,000 $ 4,000 2025 3,723,000 14,000 2026 3,796,000 5,000 2027 3,872,000 - 2028 3,876,000 - 2029 3,798,000 - Thereafter 39,994,000 - Total minimum lease payments $ 59,981,000 $ 23,000 Less: imputed interest (25,778,000 ) (3,000 ) Total: present value of lease liabilities $ 34,203,000 $ 20,000 Less: current portion (958,000 ) (13,000 ) Long-term portion of lease liabilities $ 33,245,000 $ 7,000

Segment Data (Tables)

Segment Data (Tables)	3 Months Ended
	Mar. 31, 2024
Schedule of reportable Segment Data and other activities	Three months ended March 31, 2024 Bloomia Lending Corporate Total Revenue, net $ 8,033,000 $ - $ - $ 8,033,000 Income (loss) from continuing operations before income taxes 1,091,000 (325,000 ) (2,449,000 ) (1,683,000 ) Total assets $ 102,981,000 $ 2,049,000 $ 1,794,000 $ 106,824,000

Summary of Significant Accounti

Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2024
Vehicles
Estimated useful lives	5 years
Leasehold Improvements
Estimated useful lives	15 years
Minimum | Furniture and Fixtures
Estimated useful lives	5 years
Minimum | Machinery and equipment [Member]
Estimated useful lives	5 years
Minimum | Bushes [Member]
Estimated useful lives	7 years
Maximum | Furniture and Fixtures
Estimated useful lives	7 years
Maximum | Machinery and equipment [Member]
Estimated useful lives	20 years
Maximum | Bushes [Member]
Estimated useful lives	10 years

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues	$ 8,033,000	$ 0
Supermarket
Revenues	7,472,000
Wholesaler
Revenues	388,000
Other
Revenues	$ 173,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details 2) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Significant Accounting Policies
Denominator for basic net loss per share - weighted average shares	1,743,000	1,798,000
Denominator for diluted net loss per share - weighted average shares	1,743,000	1,798,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Significant Accounting Policies
Weighted average exercise price	$ 15.54		$ 13.95
Allowance for doubtful accounts	$ 29,000
Costs of out-bound freight	546,000
Advertising expense	2,000
Stock-based compensation expense	1,000	$ 22,000
Due from customers	$ 3,200,000
Option to puchase shares of common stock	1,463		9,175
Restricted stock units were outstanding	6,248

Bloomia Acquisition (Details)

Bloomia Acquisition (Details)	Mar. 31, 2024 USD ($)
Bloomia Acquisition
Cash consideration	$ 34,919,000
Equity in subsidiary issued (noncontrolling interest)	2,990,000
Seller bridge loans	15,451,000
Total fair value of consideration	53,360,000
Cash and cash equivalents	739,000
Accounts receivable	3,430,000
Inventories	13,040,000
Prepaid and other	1,773,000
Property and equipment	11,453,000
Intangible assets	26,870,000
Equity method investment	167,000
Finance lease - right of use assets	22,000
Operating lease - right of use assets	34,289,000
Other assets	1,094,000
Total assets acquired	92,877,000
Accounts payable	2,064,000
Accrued expenses	2,974,000
Finance lease liabilities - current	13,000
Operating lease liabilities - current	945,000
Finance lease liabilities - long-term	9,000
Operating lease liabilities - long-term	33,344,000
Deferred tax liabilities	10,290,000
Total liabilities assumed	49,639,000
Net identifiable assets acquired	43,238,000
Goodwill	10,122,000
Total consideration transferred	$ 53,360,000

Bloomia Acquisition (Details 1)

Bloomia Acquisition (Details 1)	3 Months Ended
	Mar. 31, 2024 USD ($)
Bloomia Acquisition
Revenue, net	$ 14,173,000
Net income	$ 2,377,000

Bloomia Acquisition (Details Na

Bloomia Acquisition (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($)
Bloomia Acquisition
Payment of cash	$ 15,451,000
Total consideration transferred	53,360,000
Consideration comprised	34,919,000
Seller bridge loans	2,990,000
Revenue	8,033,000
Net income	1,091,000
Acquisition-related costs	$ 1,542,000

Sale of In-Store Marketing Busi

Sale of In-Store Marketing Business and Presentation as Discontinued Operations (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Accounts receivable, net	$ 115,000	$ 292,000
Current assets related to discontinued operations	115,000	292,000
Accounts payable	0	7,000
Sales tax	111,000	169,000
Accrued liabilities	55,000	81,000
Current liabilities related to discontinued operations	$ 166,000	$ 257,000

Sale of In-Store Marketing Bu_2

Sale of In-Store Marketing Business and Presentation as Discontinued Operations (Details 1)	3 Months Ended
	Mar. 31, 2024 USD ($)
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Net services revenues	$ 12,831,000
Cost of services	9,911,000
Gross Profit	2,920,000
Selling	364,000
Marketing	296,000
General and administrative	93,000
Total Operating Expenses	753,000
Operating Income	2,167,000
Other income	9,000
Income from discontinued operations before income taxes	2,176,000
Income tax benefit	0
Income from discontinued operations, net of tax	$ 2,176,000

Sale of In-Store Marketing Bu_3

Sale of In-Store Marketing Business and Presentation as Discontinued Operations (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($)
Sale of InStore Marketing Business and Presentation as Discontinued Operations
Cash consideration	$ 1,500,000
Benefit in sales, general and administrative expense of discontinued operations	72,000
escrowed for a twelve-month period amount	$ 200,000

Inventories (Details)

Inventories (Details)	Mar. 31, 2024 USD ($)
Inventories
Finished goods	$ 412,000
Work-in-process	3,302,000
Raw materials and packaging supplies	6,004,000
Total inventories	$ 9,718,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Less: accumulated depreciation	$ (593,000)
Total Property and equipment	11,576,000	$ 35,000
Property and equipment, gross	12,169,000
Vehicles
Total Property and equipment	353,000
Machinery and equipment
Total Property and equipment	11,069,000
Leasehold improvement
Total Property and equipment	104,000
Bushes
Total Property and equipment	431,000
Furniture and fixtures
Total Property and equipment	$ 212,000

Property and Equipment (Detai_2

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Total Property and equipment	$ 11,576,000		$ 35,000
Depreciation and amortization expense	300,000	$ 14,000
Cost of sales and sales	6,139,000	0
General and administrative expenses	3,388,000	628,000
Outside U.S. [Member]
Total Property and equipment	819,000	$ 35,000
Depreciation and amortization expense	142,000
Cost of sales and sales	122,000
General and administrative expenses	$ 20,000

Equity Method Investment (Detai

Equity Method Investment (Details Narrative)	Mar. 31, 2024 USD ($)
Equity Method Investment
Equity interest in Araucania	$ 167,000
Balance of note receivable from Araucania	165,000
Sale price of the ownership interest in Horti-Group	2,500,000
Original principal amount of the interest-free loan from Fresh Tulips to V-Maxx	2,500,000
Balance of the loan	$ 700,000

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill and Other Intangible Assets
Goodwill and other intangible assets	$ 0
Goodwill resulting from the Bloomia Acquisition	10,122,000
Goodwill and other intangible assets End	$ 10,122,000

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets (Details 1)	3 Months Ended
	Mar. 31, 2024 USD ($)
Other intangible assets gross carrying amount	$ 26,870,000
Accumulated amortization	158,000
Other intangible assets net carrying amount	$ 26,712,000
Customer Relationships [Member]
Other intangible assets estimated useful life	12 years
Other intangible assets gross carrying amount	$ 18,300,000
Accumulated amortization	158,000
Other intangible assets net carrying amount	18,142,000
Trade Names [Member]
Other intangible assets gross carrying amount	8,570,000
Accumulated amortization	0
Other intangible assets net carrying amount	$ 8,570,000

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets (Details 2)	Mar. 31, 2024 USD ($)
Goodwill and Other Intangible Assets
Remainder of 2024	$ 1,144,000
2025	1,525,000
2026	1,525,000
2027	1,525,000
2028	1,525,000
thereafter	10,898,000
Total	$ 18,142,000

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill and Other Intangible Assets
Weighted average remaining amortization period for intangible assets	11 years 10 months 24 days
Accumulated amortization	$ 158,000

Debt (Details)

Debt (Details)	Mar. 31, 2024 USD ($)
Debt
Credit agreement - term loan	$ 18,000,000
Credit agreement - revolving credit facility	6,000,000
Notes payable	13,800,000
Debt amount	37,800,000
Less: unamortized debt issuance costs	(375,000)
Total debt	37,425,000
Less current maturities	(2,850,000)
Long term debt, net of current maturities	$ 34,575,000

Debt (Details 1)

Debt (Details 1)	Mar. 31, 2024 USD ($)
Debt
Remainder of 2024	$ 2,400,000
2025	1,800,000
2026	1,800,000
2027	1,800,000
2028	1,800,000
2029	28,200,000
Total	$ 37,800,000

Debt (Details Narrative)

Debt (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($)
Borrower term loan	$ 18,000,000
Revolving credit facility	6,000,000
Repayment of quarterly term loan installments	$ 450,000
Scheduled maturity date of debt	Feb. 20, 2029
Unamortized debt discount	$ 10,000
Unamortized debt issuance cost	375,000
Deferred financing costs	126,000
Net of amortization	3,000
Interest expense	212,000
other (income) expenses debt	125,000
Short-Term Notes Payable [Member]
Notes payable	$ 2,700,000
Interest rate	8%
Outstanding notes payable	$ 1,050,000
Bloomia Acquisition [Member]
Scheduled maturity date of debt	Mar. 24, 2029
Notes payable	$ 12,750,000
Interest rate	8%

Leases (Details)

Leases (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Leases
Operating lease right-of-use assets, net	$ 34,060,000	$ 7,000
Current portion of operating lease obligations	958,000
Operating lease obligations, net of current portion	33,245,000
Total operating lease liabilities	34,203,000
Finance lease right-of-use assets, net	22,000	$ 0
Current portion of finance lease obligations	13,000
Finance lease obligations, net of current portion	7,000
Total finance lease liabilities	$ 20,000

Leases (Details 1)

Leases (Details 1) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Operating lease right-of-use assets, net	$ 34,060,000	$ 7,000
Current portion of operating lease obligations	7,000	$ 0
Operating lease obligations, net of current portion	33,245,000
Total operating lease liabilities	34,203,000
Horti Group for Land and Green houses [Member]
Operating lease right-of-use assets, net	33,292,000
Current portion of operating lease obligations	789,000
Operating lease obligations, net of current portion	32,640,000
Total operating lease liabilities	$ 33,429,000

Leases (Details 2)

Leases (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating lease expense:
Operating lease cost	$ 449,000	$ 1,000
Short-term and variable lease cost	86,000	0
Finance lease expense:
Amortization of leased assets	1,000	0
Total lease expense	$ 536,000	$ 1,000

Leases (Details 3)

Leases (Details 3)	3 Months Ended
	Mar. 31, 2024
Leases
Operating leases	14 years 7 months 6 days
Finance leases	1 year 7 months 9 days
Finance leases percent	3.95%
Operating leases	8.22%

Leases (Details 4)

Leases (Details 4) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases
Operating cash outflows from operating leases	$ 306,000	$ 1,000
Financing cash outflows from finance leases	1,000	0
Leased assets obtained in exchange for operating lease liabilities	34,289,000	0
Leased assets obtained in exchange for finance lease liabilities	$ 22,000	$ 0

Leases (Details 5)

Leases (Details 5)	Mar. 31, 2024 USD ($)
Leases
Finance leases remainder of 2024	$ 4,000
2025	14,000
2026	5,000
2027	0
2028	0
2029	0
Thereafter	0
Total minimum lease payments	23,000
Less: imputed interest	(3,000)
Total: present value of lease liabilities	20,000
Less: current portion	(13,000)
Long-term portion of lease liabilities	7,000
Operating leases remainder of 2024	922,000
2025	3,723,000
2026	3,796,000
2027	3,872,000
2028	3,876,000
2029	3,798,000
Thereafter	39,994,000
Total minimum lease payments	59,981,000
Less: imputed interest	(25,778,000)
Total: present value of operating lease liabilities	34,203,000
Less: current portion of operating leases	(958,000)
Long-term portion of operating lease liabilities	$ 33,245,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Taxes
unrecognized tax benefits	$ 42,000
Overall benefit in income tax	347,000
Income tax loss from continuing operations	$ 347,000
Other permanent items	(22.70%)	(1.70%)
state taxes	4.70%	3.50%
federal statutory rate	21%	21%
Income tax loss from continuing operations	20.60%
Valuation allowance change	17.60%	(22.60%)
Change in the valuation allowance	$ 451,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Jul. 01, 2023	Mar. 31, 2024
Commitments and contingencies (Note 12)
Machinery purchase		$ 458,000
Purchase Obligation agreement	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 sums of $120,000 beginning on March 1, 2026, with the final payment to be received on March 1, 2028

Employee Benefit Plans (Details

Employee Benefit Plans (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Employee contribution percentage	50%
Matching employer contribution	$ 3,000	$ 3,000
Dutch employees [Member]
Matching employer contribution	$ 8,000

Segment Data (Details)

Segment Data (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Total Assets	$ 106,824,000		$ 16,673,000
Income (loss) from continuing operations before income (tax and eqyity in net income of equity investment	(1,336,000)	$ (528,000)
Revenue, net	8,033,000	$ 0
Total [Member]
Total Assets	106,824,000
Income (loss) from continuing operations before income (tax and eqyity in net income of equity investment	(1,683,000)
Revenue, net	8,033,000
Other [Member]
Total Assets	1,794,000
Income (loss) from continuing operations before income (tax and eqyity in net income of equity investment	(2,449,000)
Revenue, net	0
Lendway [Member]
Total Assets	2,049,000
Income (loss) from continuing operations before income (tax and eqyity in net income of equity investment	(325,000)
Revenue, net	0
Bloomia [Member]
Total Assets	102,981,000
Income (loss) from continuing operations before income (tax and eqyity in net income of equity investment	1,091,000
Revenue, net	$ 8,033,000

Insider Trading Arrangements (D

Insider Trading Arrangements (Details Narrative)	3 Months Ended
	Mar. 31, 2024
Insider Trading Arrangements (Details Narrative)
Non-Rule 10b5-1 Arrangement Terminated	terminated
Non-Rule 10b5-1 Arrangement Adopted	adopted