Beeline Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
BLNE$0.61+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023462
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023753
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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Added paragraphs (50)
Current report
We are a fintech mortgage lender, fractional real estate equity purchase facilitator, and title services provider focused on streamlining the homeownership process through a digital platform. We utilize a proprietary technology platform that incorporates advanced analytics and machine learning tools, combined with human oversight, to support mortgage origination, equity purchase, and title services. Our business model is designed to provide consumers with more efficient access to mortgage and related financing solutions through its online platform. Approximately 70% of our loans are primarily non-qualified mortgage (“Non-QM”) loans, which typically serve borrowers with non-traditional income sources, including self-employment, investment, rental, or other non-W-2 income, or borrowers with significant assets.
Current report
We primarily act as lender for our conventional loan originations, where we are responsible for underwriting. For Non-QM loans, we operate primarily as a non-delegated lender and, to a much lesser extent, as a mortgage broker with third-party lenders. We leverage our technology platform and industry expertise to provide an alternative to traditional, more manual mortgage origination processes for residential properties in the United States.
Current report
As cryptocurrency adoption accelerates and becomes regulated by federal and state governments, we are positioning ourself as a leader in this fast-moving ecosystem, offering trustedinfrastructure to help lenders scale into a future where crypto and compliance go hand-in-hand. Through our technology platform, we offer a fractional equity product in collaboration with our partner, TYTL Holdings, LLC (“TYTL”), whereby TYTL purchases the equity from homeowners seeking liquidity and funds such purchases from the sale of the cryptocurrency tokens. We provide TYTL access to our platform through our subsidiary, BeelineEquity, and provide title and escrow services through Beeline Title Holdings. Other than providing our technology platform and title and escrow services, we are not involved in any cryptocurrency or other transactions of TYTL.
Current report
During 2026, we announced a strategic partnership with Structured Real Estate Group (“SRG”), a real estate developer, to directly integrate our mortgage platform into SRG’s proprietary AI-driven real estate platform that enables homebuyers to receive fully customized mortgage and title solutions within a single, unified platform to evaluate financing, understand total ownership costs, and initiate the mortgage process instantly without leaving the SRG platform. SRG’s platform is designed as a next-generation real estate environment, combining property selection, smart home infrastructure, and community-level technology into a single digital interface. By embedding our mortgage and title capabilities directly into this ecosystem, the partnership removes friction from the homebuying process and creates a more transparent, efficient path to homeownership. The initial deployment of this integrated platform will support the development of approximately 2,000 new homes in the Dallas/Fort Worth area over the next 36 months.
Current report
Factors Affecting Our Performance
Current report
Interest Rate Sensitivity
Current report
Changes in interest rates significantly affect mortgage origination volumes. Lower interest rates generally increase refinancing activity, while higher rates tend to reduce both refinancing and purchase volumes, with refinancing being particularly sensitive to rate increases. However, rising rates may also reflect broader economic growth and inflation, which can support demand for cash-out refinancings, purchase loans, and home equity products, partially offsetting declines in rate-driven refinancing.
Current report
We are exposed to interest rate risk. Increases in interest rates typically reduce the fair value of our loans held for sale (“LHFS”) and interest rate lock commitments (“IRLCs”). Conversely, declining rates tend to increase the value of our LHFS and IRLCs. We utilize IRLCs to manage exposure to interest rate movements between loan origination and sale.
Current report
Our operating results are expected to remain sensitive to interest rate fluctuations and other macroeconomic factors as we continue to scale our operations and increase funded loan volumes, variability in results, including the potential for net losses, may continue.
Current report
Market and Economic Conditions
Current report
Mortgage lending activity is influenced by overall economic conditions, including interest rates, employment levels, home price trends, and consumer confidence. Purchase originations are affected by these factors as well as seasonal patterns, with higher activity typically occurring in the second and third quarters. Refinancing volumes are primarily driven by changes in mortgage interest rates.
Current report
While demand for consumer credit has generally remained resilient, elevated or volatile interest rates and broader economic uncertainty may cause borrowers to delay financing decisions. As a result, our revenues and operating results may fluctuate across reporting periods.
Current report
Housing Supply and Demand
Current report
The availability of housing inventory and home price levels are key drivers of purchase mortgage volume. Limited housing supply has constrained transaction activity and contributed to higher home prices, particularly in a higher interest rate environment, which reduces affordability. Over time, supply-demand imbalances may encourage increased residential construction, which could expand housing inventory and support future purchase mortgage activity.
Current report
Adoption of Digital Lending Solutions
Current report
Our growth depends in part on our ability to deliver an efficient and competitive customer experience. Consumers have increasingly adopted digital platforms for complex financial transactions, and this trend is expected to continue as younger demographics enter the housing market. Our platform is designed to streamline the loan process and improve accessibility relative to more traditional approaches.
Current report
In addition, participants across the homeownership ecosystem—including financial institutions, real estate professionals, and service providers—are increasingly seeking technology-enabled solutions to enhance efficiency and customer experience. This trend may support continued demand for digital lending platforms and related services.
Current report
Technology and Product Expansion
Current report
We continue to invest in technology to automate and streamline loan origination processes, reduce costs, and improve execution speed and accuracy. Our platform is designed to support the introduction of new products and integration with partners with limited incremental cost.
Current report
We also expect to expand our home financing product offerings over time to address a broader range of customer needs. These efforts are intended to support customer acquisition, increase engagement, and enhance the overall value proposition.
Current report
Customer Acquisition and Growth
Current report
Our ability to grow depends on attracting and retaining customers in a cost-effective manner. This includes delivering a competitive digital experience and maintaining efficient marketing strategies. If customer acquisition efforts become less effective—due to market conditions, competition, or reduced visibility on lead generation platforms—we may need to increase spending on marketing, which could impact operating expenses.
Current report
During 2025 and through early 2026, inflation moderated from the elevated levels experienced in 2022–2023, although progress remained uneven. Headline Consumer Price Index (“CPI”) increased to approximately 3.0% year-over-year by the end of 2025, compared to the mid-2% range earlier in the year. However, the war in the Middle East has created a spike in gas prices increasing 18.9% in March 2026 which led to an increase in inflation of 3.3 % in March 2026. Gas prices continued to increase in April 2026.
Current report
The ultimate impact of the war in the Middle East and U.S. and foreign tariff actions implemented during 2024–2025, as well as subsequent policy developments and geopolitical conditions, remains uncertain. These factors have the potential to affect supply chains, input costs, and pricing dynamics across certain sectors.
Current report
Housing and other services-related costs have continued to be primary contributors to overall inflation and constrain home purchase originations throughout 2025 and into 2026. While month-over-month increases in housing moderated at times, year-over-year measures remained elevated relative to historical levels, reflecting the lagged effects of prior rent increases and ongoing supply constraints. Higher financing costs have further exacerbated affordability challenges and suppressed transaction volumes. However, the Company believes that ongoing supply-demand imbalances may support increased residential construction over time, which could improve housing inventory and contribute to future mortgage market activity.
Current report
For the period from October 1, 2025 through early May 2026, U.S. residential mortgage interest rates, as measured by the MORTGAGE30US published by the Federal Reserve Bank of St. Louis, remained elevated but trended modestly lower.
Current report
At the beginning of October 2025, the average 30-year fixed-rate mortgage was in the low-to-mid 7% range, generally fluctuating between approximately 7.0% and 7.5% on a weekly basis. Rates reached periodic highs in the fourth quarter of 2025 within this range, reflecting continued macroeconomic uncertainty and elevated benchmark yields.
Current report
Beginning in late 2025 and continuing into the first quarter of 2026, mortgage rates declined gradually. Monthly averages decreased from approximately 6.19% in December 2025 to approximately 6.10% in January 2026 and 6.05% in February 2026, before modestly increasing to approximately 6.18% in March 2026. On a weekly basis, rates in April 2026 ranged from approximately 6.23% to 6.37%, with a reported level of approximately 6.30% for the week ending April 30, 2026.
Current report
Overall, mortgage rates during the period declined from peak levels in excess of 7% in the fourth quarter of 2025 to approximately the mid-6% range by early May 2026. Notwithstanding this improvement, the forward outlook for mortgage rates remains uncertain. In particular, the ongoing conflict involving Iran has introduced additional volatility into energy markets and inflation expectations, which have contributed to upward pressure on U.S. Treasury yields and, by extension, mortgage rates.
Current report
As a result, while mortgage rates have moderated in early 2026, they may remain elevated or experience renewed upward pressure depending on the duration and economic impact of the conflict, including its effects on inflation, monetary policy expectations, and global financial markets.
Current report
The Company continues to monitor these macroeconomic conditions, including inflation trends, interest rate movements, and geopolitical developments, which may impact consumer demand, operating costs, and overall financial performance.
Current report
Net Revenues
Current report
Gain on sale of loans, net increased $1.0 million, or 125%, to $1.8 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025 driven by increased loan originations and loan pricing.
Current report
Loan origination fees increased $0.2 million, or 100%, to $0.4 million for the three months ended March 31, 2026 compared to $0.2 million for the three months ended March 31, 2025 driven by increased loan originations. The quantity of loan originations increased by 160, or 125%, to 288 for the three months ended March 31, 2026 compared to 128 for the three months ended March 31, 2025.
Current report
Title fees increased $0.1 million, or 33%, to $0.4 million for the three months ended March 31, 2026 compared to $0.3 million for the three months ended March 31, 2025 driven by increased title closings of 262 for the three months ended March 31, 2026 compared to 215 title closings for the three months ended March 31, 2025.
Current report
Operating Expenses
Current report
Compensation, commissions and benefits increased $0.9 million, or 43%, to $3.0 million for the three months ended March 31, 2026 compared to $2.1 million for the three months ended March 31, 2025 primarily driven by increased employee stock compensation expense of $0.6 million related to our 2025 Equity Incentive Plan, which was adopted in October of 2025, and an increase in commissions reflective of higher loan originations.
Current report
General and administrative expenses were $1.9 million for both the three months ended March 31, 2026 and 2025 primarily driven by increased vendor and board of directors stock compensation expense of $0.2 million related to our 2025 Equity Incentive Plan, which was adopted in October of 2025 offset by decreased accounting fees of $0.1 million.
Current report
Depreciation and amortization was $0.8 million for both the three months ended March 31, 2026 and 2025.
Current report
Marketing and advertising increased $0.5 million, or 100%, to $1.0 million for the three months ended March 31, 2026 compared to $0.5 million for the three months ended March 31, 2025 primarily due to increased leads reflective of higher loan originations.
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Previous report
Objective
Previous report
The following discussion provides an analysis of the financial condition, cash flows and results of operations from management’s perspective of Beeline Holdings, Inc. (“Beeline” or the “Company”). Our objective is to provide discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations.
Previous report
Overview
Previous report
The Company was incorporated under the laws of Nevada in 2004.
Previous report
Merger
Previous report
On September 4, 2024, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger”) with Bridgetown Spirits Corp. (“Bridgetown Spirits”) and Beeline Financial Holdings, Inc. (“Beeline Financial”). The Merger closed on October 7, 2024. On March 12, 2025, the Company changed its name to Beeline Holdings, Inc. (the “Company).
Previous report
Beeline Financial was incorporated in Delaware on July 1, 2020 via a merger with Beeline Financial Holdings, Inc., a Rhode Island corporation founded on September 20, 2018.
Previous report
Debt Exchange Agreement
Previous report
On September 4, 2024, the Company and its subsidiary, Craft Canning + Printing (“Craft C+P”), entered into a Debt Exchange Agreement, which closed on October 7, 2024, resulting in the assignment by the Company of 720 barrels of spirits to Craft C+P, followed by the merger of Craft C+P into a limited liability company owned by certain creditors of the Company and the deconsolidation of Craft C+P. The Company accounted for the asset and equity transfers associated with the various transactions at fair value in accordance with ASC 470-60,Debt - Troubled Debt Restructurings by Debtors.
Previous report
Subsequent to the execution of the Debt Exchange Agreement, the Company organized a subsidiary, Bridgetown Spirits, which was incorporated on October 3, 2024, and assigned the Company’s business of manufacturing and marketing spirits to Bridgetown Spirits. On July 25, 2025, the Company disposed of its 53% interest in Bridgetown Spirits in exchange for the satisfaction of debt and as a result Bridgetown Spirits is no longer a subsidiary of the Company.
Previous report
Upon completion of the debt exchange agreements, the Company was no longer involved in the business of spirits, and digital printing and mobile canning. The Company reports discontinued operations by applying the following criteria in accordance with ASC 205-20,Presentation of Financial Statements – Discontinued Operations: (1) Component of an entity; (2) Held for sale criteria; and (3) Strategic shift. Given that the effect of the debt exchange agreements meet all the criteria for classification of held for sale, the assets and liabilities of Bridgetown Spirits and Craft C+P were disposed of on July 25, 2025 and October 7, 2024, respectively. The assets and liabilities of Bridgetown Spirits have been classified as held for sale as of December 31, 2024. The operating results of Bridgetown Spirits and the spirits segment have been classified as discontinued operations for the three and nine months ended September 30, 2025 and 2024. The operating results of Craft C+P have been classified as discontinued operations during the three and nine months ended September 30, 2024.
Previous report
The consolidated financial statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, Beeline Financial Holdings, Inc. (“Beeline Financial”), Beeline Title Holdings, Inc. (“Beeline Title Holdings”), Beeline Mortgage Holdings, Inc. (“Beeline Mortgage”), Beeline Labs, Inc., and Beeline Loans Pty Ltd. (“Australian Subsidiary”).
Previous report
Beeline Title Holdings has four subsidiaries, Beeline Title, LLC (“Beeline Title”), Beeline Texas Title, LLC (“Beeline Texas Title”), Beeline Settlement Services, LLC (“Beeline Settlement Services”), and Beeline Title Agency, LLC (“Beeline Title Agency”). Beeline Mortgage Holdings has one subsidiary, Beeline Loans, Inc. (“Beeline Loans”).
Previous report
The Company has one majority-owned subsidiary, Nimble Title Holdings, Inc. (“Nimble Title Holdings”). Nimble Title Holdings is 50.1% owned by the Company and 49.9% owned by a former non-controlling stockholder of Beeline Financial.
Previous report
Nimble Title Holdings has four subsidiaries, Nimble Title, LLC (“Nimble Title”), Nimble Title Agency, LLC (“Nimble Title Agency”), Nimble Texas Title, LLC (“Nimble Texas Title”), and Nimble Settlement Services, LLC (“Nimble Settlement Services”).
Previous report
The discussion which follows should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements contained in this Report.
Previous report
Beeline Loans, Beeline Title Holdings, Beeline Labs, and their subsidiaries, operate a full-service, direct-to-consumer digital mortgage lender specializing in conventional conforming and non-conforming residential first-lien mortgages, a title provider offering title, escrow, and closing services, and a technology platform licensing a proprietary software-as-a-service (“SaaS”) product. Additionally, Beeline Loans, through a technology platform that it has built, supports a fractional equity product in partnership another company, which uses cryptocurrency backed by residential real estate.
Previous report
The Company’s performance is influenced by several key factors, including fluctuations in interest rates, economic conditions, housing supply, technological advancements, and its ability to acquire and retain customers. Interest rate changes have a direct impact on mortgage loan refinancing and overall mortgage loan volume. In a declining interest rate environment, refinancing activity typically increases, whereas rising interest rates tend to reduce refinancing and home purchase transactions. However, higher rates can also drive demand for cash-out refinancings and home equity loans. Following a prolonged period of historically low rates, interest rates began to rise in April 2021 due to inflation, increases in the federal funds rate, and other monetary policies. This upward trend, which continued through 2023, significantly reduced mortgage market activity and the pool of borrowers who could benefit from refinancing. Additionally, higher rates discourage homebuyers from entering the market and lead to a more competitive lending environment, compressing margins and reducing origination volumes.
Previous report
The broader economic environment plays a crucial role in mortgage lending activity. Interest rate movements, employment trends, home price appreciation, and consumer confidence all affect mortgage origination volumes. Typically, home sales peak in the second and third quarters, but in 2022 and 2023, rising interest rates and ongoing housing supply constraints disrupted these seasonal trends. Despite steady consumer demand for credit, high interest rates and economic uncertainty may cause borrowers to delay financing decisions, leading to fluctuations in the Company’s revenue and financial performance.
Previous report
Limited housing supply has constrained home purchase activity. Rising interest rates have further exacerbated this issue by increasing home prices, reducing affordability, and discouraging transactions. However, the Company believes that persistent imbalances between supply and demand will ultimately drive greater home construction, expanding housing inventory and stimulating future mortgage activity.
Previous report
The Company’s ability to attract and retain customers depends on delivering a seamless and competitive digital mortgage experience. The shift toward digital transactions, accelerated by the COVID-19 pandemic, has increased consumer willingness to engage in high-value online purchases, including mortgage applications. The Company’s platform is designed to provide a convenient and efficient digital experience, positioning it favorably against traditional mortgage origination methods. With Millennial and Generation Z homeownership rates on the rise, The Company anticipates continued growth in demand for digital mortgage solutions.
Previous report
Technological innovation remains central to the Company’s strategy. The Company’s proprietary technology enhances efficiency, reduces costs, and improves loan processing quality. By automating key origination tasks, the Company streamlines interactions for consumers, employees, and partners. Its intuitive digital interface minimizes reliance on paper applications and manual processes, enabling faster and more efficient loan transactions. Continued investment in automation and technology development will further reduce production costs and enhance customer acquisition efforts.
Previous report
Customer acquisition is another critical component of the Company’s success. The Company aims to expand its reach while providing a highly personalized digital experience. If traditional customer acquisition methods prove insufficient, especially in challenging market conditions, the Company may need to invest additional resources in sales and marketing to maintain growth. Increased marketing expenditures could elevate service costs, making it essential to balance customer acquisition efforts with cost efficiency.
Previous report
In the ordinary course of the Company’s operations, it finances the majority of its loan volume on a short-term basis, typically less than 10 days, mainly utilizing three warehouse lines of credit with a capacity of $25.0 million. The repayments of the Company’s borrowings come from the revenue generated by selling its loans to a network of purchasers.
Previous report
In 2024, the Company made significant investments in its platform to leverage mortgage origination opportunities, despite overall lower volumes compared to 2020 and 2021 due to fluctuating interest rates. In the fourth quarter, a temporary decline in the 10-year Treasury rate drove a notable increase in loan originations, reinforcing the Company’s belief that interest rates, housing supply, and affordability will remain key factors influencing future volume. Additionally, the Company has expanded its focus on its B2B SaaS strategy, which is also subject to macroeconomic conditions.
Previous report
To measure operational efficiency and growth, the Company tracks a range of performance metrics in its lending and title businesses, including production data. Beeline Loans, the principal operating subsidiary of the Company, uses data to track margin and gain-on-sale revenue. The title companies use data to track file revenue. The Company uses industry tools to benchmark its margin and note rates against the broader mortgage origination market. The Company also evaluates key business drivers for its subsidiaries by monitoring revenue, unit sales, and SaaS (B2B) growth potential. Additionally, the Company assesses customer acquisition costs and profitability per loan to optimize financial performance. These key indicators help gauge progress toward our strategic and long-term growth objectives.
Previous report
Business Trends
Previous report
From January through September 2025, inflation had been steadily moderating from earlier high levels, aided by improved supply chains, softer commodity and energy prices, and some cooling in housing-related costs. But by the late summer and into September, the pace of disinflation slowed and even reversed slightly: the jump to a 3.0% annual rate in September signals that inflation remains more persistent than many hoped. Early in the year, the decline was fairly smooth: energy-led relief, moderate food inflation, and some relief in goods prices especially as supply chains stabilized. However, services inflation, especially in housing (shelter), medical care, and insurance, remained resilient. The rebound in gasoline and energy prices in September (month-over-month) was a reminder that commodity risk remains, and that even a small monthly energy jump can push the headline number upward. Although the monthly gain in shelter (owners’ equivalent rent) was modest in September (just 0.1 %), a positive sign, the annual rate remains elevated and still contributes a large weight to the total index. The fact that core inflation (excluding food/energy) is still at ~3.0% means underlying inflation pressures are not yet fully resolved. Further, the full impact of the imposition of tariffs by the U.S. and foreign countries remains unknown, and future developments in tariffs and other geopolitical activity present further uncertainty. Because of this mixed picture, the Federal Reserve is likely to remain cautious. While the headline 3.0% rate is far better than the highs of 2022–23, it is still above the Federal Reserve’s longer-run 2% target.
Previous report
Beeline Labs
Previous report
In July 2025, the Company’s subsidiary, Beeline Labs, launched BlinkQC, a SaaS platform designed to automate pre-close quality control (“QC”) reviews for mortgage loan files. Beeline Loans uses BlinkQC in its own operation for its pre-close QC. Later this year, Beeline Labs plans to license BlinkQC as SaaS to other mortgage companies. BlinkQC uses artificial intelligence to ingest loan document packages, extract and validate data, apply customizable rule sets, and generate compliance reports. Critical data points are being collected from the Beeline Labs launch and integrations are set to start in early December opening BlinkQC up to over 1,000 Banks and Independent Mortgage Banks. The Beeline Labs data and integrations are essential for a broader launch.
Previous report
The initial release supports conventional loan packages and is offered on a flat rate per package. Based on current cost estimates, the product is expected to achieve gross margins of approximately 50%. Future enhancements, including FHA/VA loan support and integrations with loan origination systems, are in development.
Previous report
Management believes BlinkQC will improve QC efficiency for mortgage lenders and represents a potential source of incremental revenue for the Company.
Previous report
BeelineEQUITY
Previous report
On June 25, 2025, Beeline Title closed, what it believes to be one of the first-ever fractional sale of home real estate transactions funded through the sale of a cryptocurrency with a related party partner who funds these transactions for us through the sale of a crypto token which is backed by real property. While neither the Company, nor its subsidiaries, mints the token, Beeline Title handles the settlement and title portions of these transactions for its client, who is minting the token (see below for more information about this company). The June transaction marked a major milestone in the evolution of blockchain-driven real estate finance, bridging decentralized finance with traditional title and escrow services.
Previous report
In October 2025, the Company completed its first round of blockchain-recorded transactions through the BeelineEQUITY platform, becoming the first U.S. platform to tokenize residential home equity at scale. The Company closed six transactions and has pre-selected an additional 25 expected to close later in 2025. Beeline Loans provides customer acquisition services and support to the company minting the token and offering the equity exchange transaction. Beeline Loans receives 3.5% of the amount of equity sold and markets the product through its website as BeelineEQUITY. Beeline Title provides the title and closing services for each transaction—unless borrowers elect to use an outside title company.
Previous report
As cryptocurrency adoption accelerates and becomes regulated by federal and state governments, the Company is positioning itself as a leader in this fast-moving ecosystem, offering trusted infrastructure to help lenders scale into a future where crypto and compliance go hand-in-hand. The Company collaborates with a related party company which is co-owned by the Company’s Chief Executive Officer, Nicholas Liuzza, by which the company funds the transactions through the sale of a cryptocurrency token which is backed by real property. See Note 19 – Related Party Transactions, in the footnotes to the financial statements contained in this report.
Previous report
Through September 30, 2025, the Company has derived $12,377 of revenue from this business. The Company provides title insurance services and an owner’s title policy to the Company’s partner as the buyer of the fractional equity. Beeline Title does not assume any unusual liability in favor of the related party. Beeline Title simply transacts in the normal course of business on these purchase transactions, issuing the owner’s title insurance policy and acting as settlement/escrow agent. In any title transaction, the title agency will incur liability for potential losses under the title policy if the underlying title work is faulty for any reason or fraud or other errors exist that could not have been discovered at the time of policy issuance. Beeline Title has Errors and Omissions insurance in addition to other insurance coverages for any such issues.
Previous report
The Merger was structured and accounted for as a business combination with the Company as the acquirer of 100% of the controlling equity interests of Beeline and its subsidiaries. The Company’s consolidated financial statements for the nine months ended September 30, 2024 do not include Beeline’s results of operations. The Company’s consolidated financial statements reflect the final purchase accounting adjustments in accordance with ASC 805,Business Combinations, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Due to the Merger, management believes that the consolidated results of operations for 2025 are not directly comparable to those of 2024, as the prior year reflects the performance of only the corporate segment.
Previous report
As a result of the Merger, the Company will amortize $15.2 million over a five-year period ending October 2029 and $0.4 million over a four-year period ending October 2028. This Merger-related amortization is $0.8 million each quarter and is non-cash.
Previous report
Given these structural changes, management believes that segment-level reporting provides a more meaningful basis for evaluating performance. Accordingly, a comparative analysis of the Company’s operating segments is presented below, which more accurately reflects the ongoing composition of the business.
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Previous wording
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations for prospective future growth, operating results and financial condition, potential future trends and developments within our industry and the U.S. economy generally, expectations and plans with respect to our products and services including the potential market for, timing, features, and demand for such products and services, prospective future fractional sale of home real estate transactions, and liquidity and sources of capital. Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project,” and similar words. We have based these forward-looking statements largely on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking statements.
Current wording
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations for prospective future growth, operating results and financial condition, potential future trends and developments within our industry and the U.S. economy generally, expectations and plans with respect to our products and services including the potential market for, timing, features, and demand for such products and services, prospective future fractional sale of home real estate transactions, and liquidity and sources of capital. Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project,” “designed,” and similar words. We have based these forward-looking statements largely on our current expectations and assumptions regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, results of operations, and financial position. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking statements.
Previous wording
Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons, including, without limitation, the possibility that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, central bank interest rates and future interest rate changes, the risks arising from the impact of inflation, tariffs, the deterioration of the labor market of the United States, a recession which may result on the Company’s business, prospective customers, and on the national and global economy, our need for additional capital to meet future goals and milestone targets, our ability to attract homeowners to our products and services, the potential for regulatory changes regarding cryptocurrency and digital assets, artificial intelligence, and other areas that impact the Company’s business, and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, and the Risk Factors contained in our Prospectus Supplement dated September 26, 2025 and Form 10-K filed April 15, 2025. Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Current wording
Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons, including, without limitation, the possibility that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, central bank interest rates and future interest rate changes, the risks arising from the impact of affordability, inflation, tariffs, the war in the Middle East, the deterioration of the labor market of the United States, a recession which may result on the Company’s business, prospective customers, and on the national and global economy, our need for additional capital to meet future goals and milestone targets, our ability to attract homeowners to our products and services, the potential for regulatory changes regarding cryptocurrency and digital assets, artificial intelligence, and other areas that impact the Company’s business, and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, and the Risk Factors contained in our Form 10-K filed March 31, 2026 and prospectus supplement dated March 10, 2026. Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Previous wording
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. As a result of the merger, the statement of operations for the three and nine months ended September 30, 2024 represents the new structure and retrospectively reclassifies discontinued operations.
Current wording
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. The operating results of Nimble Title Holdings, LLC and its subsidiaries, and Bridgetown Spirits Corp. have been classified as discontinued operations during the three months ended March 31 2025.
Previous wording
Three and Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024
Current wording
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Previous wording
***Interest Expense.***Interest expense, exclusive of the warehouse line of credit, was $0.1 million and $2.3 million for the three and nine months ended September 30, 2025, respectively, and $0.4 million and $1.0 million for the three and nine months ended September 30, 2024, respectively, primarily related to interest on debt and the amortization of debt and warrant related expenses.
Current wording
Interest expense, exclusive of the warehouse line of credit, was $1.9 million for the three months ended March 31, 2025 related to interest on debt and the amortization of debt and warrant related expenses.
Previous wording
We include a reconciliation of adjusted EBITDA to GAAP net loss, its most closely comparable GAAP measure. We encourage investors and others to review our condensed consolidated financial statements and notes thereto in their entirety included elsewhere in this quarterly report on Form 10-Q, not to rely on any single financial measure, and to consider adjusted EBITDA only in conjunction with its respective most closely comparable GAAP financial measure.
Current wording
We include a reconciliation of adjusted EBITDA to GAAP net loss, its most closely comparable GAAP measure. We encourage investors and others to review our unaudited consolidated financial statements and notes thereto in their entirety included elsewhere in this Report, not to rely on any single financial measure, and to consider adjusted EBITDA only in conjunction with its respective most closely comparable GAAP financial measure.
Previous wording
● Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as depreciation and amortization expense, interest and amortization on non-funding debt, income tax expense, stock-based compensation expense, and costs that are unique or non-recurring in nature or otherwise unrelated to our ongoing revenue-generating operations, all of which can vary substantially from company to company depending on their financing and capital structures;
Current wording
● Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as depreciation and amortization expense, interest and amortization on debt, income tax expense, stock-based compensation expense, and costs that are unique or non-recurring in nature or otherwise unrelated to our ongoing revenue-generating operations, all of which can vary substantially from company to company depending on their financing and capital structures;
Previous wording
● Adjusted EBITDA excludes stock-based compensation expense which is a significant recurring expense for our business and an important part of our compensation strategy;
Current wording
● Adjusted EBITDA excludes non-cash stock-based compensation expense which is a significant recurring expense for our business and an important part of our compensation strategy;
Previous wording
● Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our non-funding debt, which reduces cash available to us; and
Current wording
● Adjusted EBITDA does not include interest expense, or the cash requirements necessary to service interest or principal payments on our non-funding debt, which reduces cash available to us; and
Previous wording
We calculate adjusted EBITDA as net income (loss) adjusted for the impact of interest expense, depreciation and amortization expense, loss on extinguishment of debt, net loss from discontinued operations, stock-based compensation expense, and other non-recurring or non-core operational expenses.
Current wording
We calculate adjusted EBITDA as net income (loss) adjusted for the impact of interest expense, depreciation and amortization expense, (gain) loss on extinguishment of debt, net loss from discontinued operations, stock-based compensation expense, and other non-recurring or non-core operational expenses.
Previous wording
The following table presents a reconciliation of net income (loss) to adjusted EBITDA:
Current wording
The following table presents a reconciliation of net income (loss) to adjusted EBITDA for the three months ended March 31, 2026 and 2025 (unaudited):
Previous wording
For the nine months ended September 30, 2025 and 2024, net cash used in operating activities of continuing operations increased to $12.1 million from $1.3 million primarily due to the inclusion of Beeline’s net loss from continuing operations of $14.3 million for the nine months ended September 30, 2025.
Current wording
Net cash used in operating activities of continuing operations increased from $1.4 million for the three months ended March 31, 2025 to $3.6 million for the three months ended March 31, 2026 primarily due to changes in working capital.
Previous wording
For the nine months ended September 30, 2025, net cash provided by financing activities of continuing operations was $13.0 million primarily from $17.0 million raised from equity transactions and borrowings of $2.3 million from the warehouse line, offset by $7.3 million of debt principal. For the nine months ended September 30, 2024, net cash provided by financing activities of continuing operations was $1.5 million primarily from proceeds from secured credit facilities.
Current wording
For the three months ended March 31, 2026, net cash provided by financing activities of continuing operations was $2.5 million primarily from $1.6 million raised from net equity transactions and borrowings of $0.9 million from the warehouse lines. For the three months ended March 31, 2025, net cash provided by financing activities of continuing operations was $1.8 million primarily from equity transactions, offset by repayments of our warehouse line and secured credit facilities.
Previous wording
Liquidity Policy. We maintain a strong focus on liquidity and define our liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet our business needs and financial obligations under both normal and stressed conditions. We believe that our consolidated liquidity and availability under our revolving credit facilities will be sufficient to meet our liquidity needs.
Current wording
Liquidity Policy. We maintain a strong focus on liquidity and define our liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet our business needs and financial obligations under both normal and stressed conditions. We believe that our consolidated liquidity and availability under our equity offerings will be sufficient to meet our liquidity needs.
Previous wording
**Liquidity.**Our primary sources of liquidity consist of cash and cash equivalents, cash flow from our operating businesses, proceeds from asset sales and dispositions, and short-term borrowing facilities, including revolving credit lines. Cash generation may fluctuate due to various factors, including seasonality, timing of loan originations and repayments, market conditions, and our ability to execute strategic asset sales or dispositions. As of September 30, 2025, the Company has $1.3 million in cash.
Current wording
**Liquidity.**Our primary sources of liquidity consist of cash and cash equivalents and equity offerings. Cash generation may fluctuate due to various factors, including seasonality, timing of loan originations and repayments, market conditions, and our ability to execute strategic asset sales or dispositions. As of May 8, 2026, the Company had approximately $1.2 million in cash, including $0.9 million we raised subsequent to March 31, 2026 as described below.
Previous wording
On December 31, 2024, the Company entered into entered into a Common Stock Purchase Agreement and related Registration Rights Agreement (collectively, the “ELOC Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell, and the Purchaser agreed to purchase, up to $35 million of the Company’s common stock, subject to a sale limit of 19.99% of the outstanding shares of the Company’s common stock. On March 7, 2025, the Company entered into an Amended ELOC Agreement to reduce the amount from $35 million to $10 million. On September 8, 2025, the Company again amended the ELOC Agreement to increase the commitment amount by $10 million, to maximum total sales of up to $20 million, and to remove minimum closing price conditions for effecting purchases under the ELOC Agreement. As a result, the Company may sell up to $12.5 million under the ELOC Agreement (after giving effect to prior sales) beginning after January 11, 2026. During the nine months ended September 30, 2025, the Company sold and issued to the Purchaser 5,694,515 shares of common stock for gross proceeds of $7.5 million.
Current wording
For the three months ended March 31, 2026, the Company sold 444,444 shares of common stock for gross proceeds of $1.0 million under the ELOC Agreement. Subsequent to March 31, 2026, the Company further sold 300,000 shares of common stock for gross proceeds of $0.6 million.
Previous wording
The Company intends to continue raising capital through equity to meet its internal cash requirements. The availability of additional financing will be largely dependent on operating success, including improved gross margins as well as operational improvements, which will be necessary to attract investors. However, there can be no assurance that the Company will be successful in securing the necessary capital on favorable terms, or at all. The Company has no material off-balance sheet arrangements as of the date of this filing.
Current wording
The Company does not have sufficient cash resources to meet its working capital needs for the next 12 months. The Company expects it needs to raise approximately $6 million to meet its internal cash requirements. The availability of additional financing will be largely dependent on our common stock price and liquidity as we utilize our ELOC and ATM Agreements as well as on our operating success, including improved margins as well as operational improvements, which will be necessary to attract investors. However, there can be no assurance that the Company will be successful in securing the necessary capital on favorable terms, or at all. The Company has no material off-balance sheet arrangements as of the date of this Report.
Previous wording
Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The critical accounting policies and practices used by the Company in the financial statements for the nine months ended September 30, 2025 relate to the policies and practices the Company uses to account for:
Current wording
Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The critical accounting policies and practices used by the Company in the financial statements for the three months ended March 31, 2026 relate to the policies and practices the Company uses to account for:
Previous wording
Loan origination fees represent revenue earned from originating mortgage loans. Loan origination fees generally represent flat per-loan fee amounts and are recognized as revenue at the time the mortgage loans are funded since the loans are held for sale.
Current wording
Loan origination fees represent revenue earned from originating mortgage loans. Loan origination fees generally represent flat per-loan fee amounts and are recognized as revenue at the time the mortgage loans are funded since the loans are held for sale. Loan origination costs are charged to operations as incurred.
Previous wording
Under ASC 350-40,Internal-Use Software, the Company capitalizes certain qualifying costs incurred during the application development stage in connection with the development of internal-use software. Costs related to preliminary project activities are expensed as incurred and post-implementation activities will be expensed as incurred. Capitalized software costs are amortized over the useful life of the software, which is five years. Impairment of internal-use software is evaluated under ASC 350-40-35,*Subsequent Measurement,*on a qualitative basis and if indicators exist, then a quantitative analysis is performed under ASC 360.
Current wording
Property and equipment, net. Under ASC 350-40,Internal-Use Software, the Company capitalizes certain qualifying costs incurred during the application development stage in connection with the development of internal-use software. Costs related to preliminary project activities are expensed as incurred and post-implementation activities will be expensed as incurred. Capitalized software costs are amortized over the useful life of the software, which is five years. Impairment of internal-use software is evaluated under ASC 350-40-35,*Subsequent Measurement,*on a qualitative basis and if indicators exist, then a quantitative analysis is performed under ASC 360.