Beeline Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
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.
Jun 30, 2025 · Filed Aug 14, 2025
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 2025-03-31; filed 2025-05-20.
0001641172-25-011724
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024044
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.
Compared 121 previous paragraphs and 130 current paragraphs.
66 unchanged; 33 reworded; 31 added; 18 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
Beeline Financial is the holding company for Beeline Loans, Beeline Title Holdings and Beeline Labs. Through its subsidiaries, the group operates 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.
Current report
Recent Developments
Current report
Business Trends
Current report
From January through July 2025, U.S. inflation trended lower, though the pace of improvement varied across components. Headline consumer price index (“CPI”) began the year at roughly 2.9% year-over-year in January, down from 3.2% in December 2024, as energy prices eased, food inflation moderated, and shelter costs began to cool. February saw a slight drop to around 2.8%, with goods inflation largely flat or negative due to stable commodity prices, though services—particularly housing and medical care—remained sticky. By March, CPI slowed to roughly 2.7%, driven by declines in core goods, but higher transportation services costs offset some gains. April brought further moderation to around 2.6% as shelter inflation eased faster than expected and gasoline prices fell on higher refinery output, prompting markets to price in possible rate cuts later in the year. In May, CPI reached about 2.5%, with food prices steady and some goods categories, like apparel and home products, seeing discounts, though insurance costs kept services inflation above 3%. June’s reading of roughly 2.4% marked the lowest since early 2021, led by falling energy prices and continued shelter relief, even as core services ex-housing stayed elevated. Preliminary July figures suggest inflation held near 2.4–2.5%, with headline prices little changed month-over-month and core inflation hovering around 2.7%, reflecting lingering service-sector pressures. Overall, inflation progress in the first half of 2025 was steady, supported by improved supply chains, softer housing costs, and easing commodity prices. However, the Federal Reserve maintained a cautious stance, signaling that while headline inflation was back near its comfort zone, persistent services inflation meant rate cuts would likely wait until late 2025, assuming the disinflationary trend continues.
Current report
Beeline Labs
Current 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 has been beta testing BlinkQC in its own operation and will use BlinkQC 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.
Current 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.
Current report
Management believes BlinkQC will improve QC efficiency for mortgage lenders and represents a potential source of incremental revenue for the Company.
Current report
BeelineEQUITY
Current 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 partner who will fund 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 will handle 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. In the third quarter of 2025, Beeline Loans will provide customer acquisition services and support to the company minting the token and offering the equity exchange and Beeline Title will provide the title and closing services for each transaction—unless borrowers elect to use an outside title company. Importantly, Beeline Title will open this platform to all mortgage lenders, giving them access to a proven solution for cryptocurrency token transaction reconciliation, compliance, and disbursement. 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. Passing of the GENIUS Act in June 2025 has delayed the full launch of Beeline Equity to early quarter four of 2025. Prior to a full launch, Beeline Loans and Beeline Title will close many transactions as the product and process are perfected.
Current report
As a result of the structure 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.
Current report
***Preferred stock dividends.***Preferred stock dividends were $37,500 and $0.1 million for each of the three and six months ended June 30, 2025 and 2024, respectively, representing the Series B preferred stock dividend of 6% per annum.
Current report
Non-GAAP Financial Measure
Current report
We report adjusted EBITDA, which is a financial measure not prepared in accordance with generally accepted accounting principles (“non-GAAP”) that supplements our financial results presented in accordance with GAAP. This non-GAAP financial measure should not be considered in isolation and is not intended to be a substitute for any GAAP financial measures, but rather provides supplemental information that we believe helps investors better understand our business, our business model, and how we analyze our performance.
Current report
Non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning and are not prepared under any comprehensive set of accounting rules or principles. Accordingly, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
Current report
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 report
We believe this non-GAAP financial measure is useful to investors for supplemental period-to-period comparisons of our business and understanding and evaluating our operating results for the following reasons:
Current report
● 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 report
● We use adjusted EBITDA in conjunction with financial measures prepared in accordance with GAAP for adjusted purposes, including the preparation of our annual operating budget , as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance; and
Current report
● Adjusted EBITDA provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of our core operating results, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.
Current report
Further, although we use this non-GAAP measure to assess the financial performance of our business, it has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are, or may in the future be, as follows:
Current report
● Although depreciation and amortization expense is a non-cash charge, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
Current report
● 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 report
● Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
Current report
● 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 report
● The expenses and other items that we exclude in the calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from similarly titled non-GAAP measures when they report their operating results, and we may, in the future, exclude other significant, unusual or non-recurring expenses or other items from these financial measures.
Current report
Because of these limitations, adjusted EBITDA should be considered along with other financial performance measures presented in accordance with GAAP, and not as an alternative or substitute for our financial results prepared and presented in accordance with GAAP.
Current report
Adjusted EBITDA
Current report
We calculate adjusted EBITDA as net income (loss) adjusted for the impact of interest expense, depreciation and amortization expense, net loss from discontinued operations, stock-based compensation expense, and other non-recurring or non-core operational expenses.
Current report
The following table presents a reconciliation of net income (loss) to adjusted EBITDA:
Current report
As of July 23, 2025, the Company has sold the maximum amounts that were registered under each of the ELOC Agreement and the ATM Agreement. As a result of the foregoing, the at-the-market offering is now closed. The ELOC Agreement provides for up to $3.0 million in additional sales of common stock at the Company’s option, subject to the terms and conditions of the ELOC Agreement including registration requirements therein.
Removed paragraphs (18)
Previous report
Bridgetown Spirits manufactures (through sub-contractors), acquires, blends, bottles, imports, markets and sells a wide variety of alcoholic beverages under recognized brands. Bridgetown Spirits’ brands span several alcoholic beverage categories, including whiskey, vodka, rum, and tequila. Bridgetown Spirits sells products on a wholesale basis to distributors in open states and through brokers in control states.
Previous report
Bridgetown Spirits
Previous report
Bridgetown Spirits operates in a highly competitive, heavily regulated industry across multiple states, where both operations and distributor importance vary by location. Following a period of declining distribution, Bridgetown Spirits has focused on refining its distribution strategy. While Bridgetown Spirits has lost distribution in some key states, it has strengthened its presence in others. Restoring and optimizing distribution remains a critical challenge, impacting volumes and future sales.
Previous report
In 2024, Bridgetown Spirits completed a restructuring aimed at streamlining operations by focusing on core business activities while outsourcing non-core functions, including production. As a result, its overall expenses decreased related to manufacturing, distribution, and sales activities. To further enhance efficiency, Bridgetown Spirits established key partnerships with external resources to achieve lower costs and improved sales performance. The impact of these changes was partially reflected in the fourth quarter of 2024, but full-year results do not yet capture their complete effect.
Previous report
***Preferred stock dividends.***Preferred stock dividends for 2025 were unchanged compared to 2024 at $37,500.
Previous report
Bridgetown Spirits manufactures (through sub-contractors), acquires, blends, bottles, imports, markets and sells a variety of alcoholic beverages under recognized brands. Bridgetown Spirits’ brands span several alcoholic beverage categories, including whiskey, vodka, and tequila. Bridgetown Spirits sells products on a wholesale basis to distributors in one open states and through brokers in control states.
Previous report
Bridgetown Spirits
Previous report
***Net sales.***Net sales were $0.5 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively. In 2025, Spirits sold 4,995 9-liter equivalent cases compared to 5,684 cases in the prior year, a decline of 12%.
Previous report
Cost of sales. Cost of sales declined to $0.4 million for the three months ended March 31, 2025 from $0.5 million for the three months ended March 31, 2024 related to the decrease in net sales.
Previous report
Gross profit and Gross margin. Gross profit is calculated by subtracting the cost of products sold and services rendered from net sales. Gross margin is gross profit stated as a percentage of net sales.
Previous report
Gross profit was $0.1 million for both the three months ended March 31, 2025 and 2024; and gross margin as a percentage of sales was 13% for the three months ended March 31, 2025 and 23% for the three months ended March 31, 2024 primarily due to lower sales volume.
Previous report
We do not have sufficient cash resources to meet our working capital needs for the next 12 months. Our ability to meet our ongoing operating cash needs over the next 12 months will depend, in part, on the success of Beeline Financial in expanding sales and achieving cash-positive operations. In large part, our ability to meet near-term operating cash needs will depend on our success in securing debt and/or equity financing as needed.
Previous report
Net Sales, Spirits
Previous report
Net sales include product sales, less excise taxes and customer programs and incentives. Bridgetown Spirits recognizes revenue by applying the following steps in accordance with ASC 606 –Revenue from Contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
Previous report
Bridgetown Spirits recognizes spirits sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission, sales are recognized upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return.
Previous report
Excise Taxes**-**Bridgetown Spirits is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) regulations, which includes making timely and accurate excise tax payments. Bridgetown Spirits is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcoholic beverages in varying amounts. Bridgetown Spirits calculates its excise tax expense based upon units produced and on its understanding of the applicable excise tax laws, and these amounts are recorded as reductions to net sales.
Previous report
Customer Programs**-**Customer programs, which include customer promotional discount programs, are a common practice in the alcoholic beverage industry. Bridgetown Spirits reimburses wholesalers for an agreed amount to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs are recorded as reductions to net sales in accordance with ASC 606.
Previous report
***Inventories.***Bridgetown Spirits’ inventories primarily consist of bulk and bottled liquor and merchandise and are stated at the lower of cost or market. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out method. A portion of the inventory is held by certain independent distributors on consignment until it is sold to a third party. Bridgetown Spirits regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory.
Reworded paragraphs (33)
Previous wording
You should not place undue certainty on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that could cause our expectations to be unfulfilled include those discussed in Item 1A of Part I of our annual report on Form 10-K for the year ended December 31, 2024 entitled “Risk Factors” as well as factors we have not yet anticipated.
Current wording
You should not place undue certainty on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Risk factors and uncertainties that could impact the outcome of matters referred to in forward-looking statements include those discussed in our filings with the Securities and Exchange Commission, including Item 1A of Part I of our annual report on Form 10-K for the year ended December 31, 2024 entitled “Risk Factors” as well as factors which may have not yet been anticipated or identified.
Previous wording
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.
Current wording
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. The Company owned 53% of Bridgetown Spirits as of June 30, 2025*.*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. The assets and liabilities of Bridgetown Spirits have been classified as held for sale as of June 30, 2025 and December 31, 2024. The operating results of Bridgetown Spirits have been classified as discontinued operations for the three and six months ended June 30, 2025 and 2024.
Previous wording
Upon completion of the Debt Exchange Agreement, the Company was no longer involved in the business of 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 Agreement meets all the criteria for classification of held for sale, the assets and liabilities of Craft C+P were disposed of on October 7, 2024. The operating results of Craft C+P have been classified as discontinued operations during the three months ended March 31, 2024.
Current wording
Upon completion of the Debt Exchange Agreement, the Company was no longer involved in the business of 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 Agreement meets all the criteria for classification of held for sale, the assets and liabilities of Craft C+P were disposed of on October 7, 2024. The operating results of Craft C+P have been classified as discontinued operations during the three and six months ended June 30, 2024.
Previous wording
The Company has two majority-owned subsidiaries, Nimble Title Holdings, Inc. (“Nimble Title Holdings”) and Bridgetown Spirits. Nimble Title Holdings is 50.1% owned by the Company and 49.9% owned by a former non-controlling shareholder of Beeline Financial. Bridgetown Spirits is 53% owned by the Company*.*
Current wording
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 shareholder of Beeline Financial.
Previous wording
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 Financial and its subsidiaries. The Company’s consolidated financial statements for the three months ended March 31, 2024 do not include Beeline Financial’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 Bridgetown Spirits.
Current wording
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 Financial and its subsidiaries. The Company’s consolidated financial statements for the six months ended June 30, 2024 do not include Beeline Financial’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 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., the statement of operations was restructured to represent the new consolidation of both businesses for 2024. In addition, the 2024 consolidated statement of operations has been reclassified to retrospectively present 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. As a result of the merger, the statement of operations for the three and six months ended June 30, 2024 represents the new structure and retrospectively reclassifies discontinued operations.
Previous wording
Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024
Current wording
Three and Six Months Ended June 30, 2025 Compared to the Three and Six Months Ended June 30, 2024
Previous wording
For the three months ended March 31, 2025, net loss from continuing operations increased to $6.9 million from $0.7 million for the three months ended March 31, 2024, reflecting the inclusion of Beeline’s results of operations for 2025.
Current wording
For the three and six months ended June 30, 2025, net loss from continuing operations increased to $4.0 million and $10.7 million, respectively, from $0.7 million and $1.3 million for the three and six months ended June 30, 2024, respectively, reflecting the inclusion of Beeline’s results of operations for 2025.
Previous wording
***Interest Expense.***Interest expense, exclusive of the warehouse line of credit, was $1.9 million and $0.2 million for the three months ended March 31, 2025 and 2024, respectively, primarily related to the amortization of debt and warrant related expenses.
Current wording
***Interest Expense.***Interest expense, exclusive of the warehouse line of credit, was $0.4 million and $2.3 million for the three and six months ended June 30, 2025, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2024, respectively, primarily related to interest on debt and the amortization of debt and warrant related expenses.
Previous wording
***Deemed dividend - preferred stock Series G and warrant price protection.***On March 25, 2025, the Company sold shares under the ELOC at $1.67 per share, which was less than the Series G Preferred Stock original conversion price of $5.10 per share, resulting in the reduction of the conversion price of the Series G Preferred Stock to $1.67 per share as a result of the price protection adjustment related to the conversion of the Series G Preferred Stock. Additionally, the Warrants issued in the Series G Preferred Stock offering had their exercise price reduced to $1.67 and resulted in an increase in common shares issuable upon exercise of 1,774,986 under the full price protection adjustment of the Warrants. The Company recorded a deemed dividend of $4.6 million for the three months ended March 31, 2025.
Current wording
***Deemed dividend - preferred stock Series G and warrant price protection.***On March 25, 2025, the Company sold shares under the ELOC at $1.67 per share, which was less than the Series G Preferred Stock original conversion price of $5.10 per share, resulting in the reduction of the conversion price of the Series G Preferred Stock to $1.67 per share as a result of the price protection adjustment related to the conversion of the Series G Preferred Stock. Additionally, the Warrants issued in the Series G Preferred Stock offering had their exercise price reduced to $1.67 and resulted in an increase in common shares issuable upon exercise of 1,774,986 under the full price protection adjustment of the Warrants. On June 16, 2025, the Company sold shares under the ELOC at $0.66 per share, which was less than the exercise price of the Warrants adjusted in March 2025, resulting in the reduction of the exercise price of the warrants to $0.66 per share and an increase in common shares issuable upon exercise of 3,655,482 under the full price protection adjustment of the Warrants. The Company recorded a deemed dividend related to the price protection of $2.2 million and $6.8 million for the three and six months ended June 30, 2025, respectively.
Previous wording
The following discussion provides an analysis of the financial performance of each of our reportable segments consisting of Beeline Financial, Bridgetown Spirits and Corporate. We evaluate segment performance based on key financial and operational metrics, including revenue, operating income, and margin trends. The results of each segment are presented in accordance with our internal management reporting structure.
Current wording
The following discussion provides an analysis of the financial performance of each of our reportable segments consisting of Beeline Financial and Corporate. We evaluate segment performance based on key financial and operational metrics, including revenue, operating income, and margin trends. The results of each segment are presented in accordance with our internal management reporting structure.
Previous wording
Beeline Financial (for the three months ended March 31)
Current wording
Beeline Financial (For the Three and Six Months Ended June 30, 2025)
Previous wording
For the three months ended March 31, 2025, Beeline Financial originated $39.8 million in residential mortgage loans, reported net revenues of $1.4 million and a net loss of $2.3 million.
Current wording
For the three and six months ended June 30, 2025, Beeline Financial originated $15.1 million and $54.9 million in residential mortgage loans and reported net revenues of $1.7 million and $3.1 million and a net loss of $1.6 million and $3.9 million, respectively.
Previous wording
When the mortgage loan is sold into the secondary market (i.e., funded), any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in gain on sale of loans. Gain on sale of loans, net was $0.8 million for the three months ended March 31, 2025.
Current wording
When the mortgage loan is sold into the secondary market (i.e. funded), any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in gain on sale of loans. Gain on sale of loans, net was $1.0 million and $1.9 million for the three and six months ended June 30, 2025, respectively.
Previous wording
***Title fees.***Title fees consist of title policy premiums and settlement fees charged to the borrower and seller on a transaction. Title fees were $0.4 million for the three months ended March 31, 2025.
Current wording
***Title fees.***Title fees consist of title policy premiums and settlement fees charged to the borrower and seller on a transaction. Title fees were $0.4 million and $0.8 million for the three and six months ended June 30, 2025, respectively.
Previous wording
Loan origination fees. Loan origination fees generally include underwriting and processing fees, recording taxes, investor fees, and other related expenses. Loan origination fees were $0.2 million for the three months ended March 31, 2025.
Current wording
Loan origination fees. Loan origination fees generally include underwriting and processing fees, investor fees, and other related expenses. Loan origination fees were $0.2 million and $0.3 million for the three and six months ended June 30, 2025, respectively.
Previous wording
***Loan interest income and expense.***Interest income is interest earned on mortgage loans held for sale and interest expense is paid on our loan funding facilities. Net interest expense was nil for the three months ended March 31, 2025.
Current wording
***Loan interest income and expense.***Interest income is interest earned on mortgage loans held for sale and interest expense is paid on our loan funding facilities. Net interest income was $7,075 and $13,110 for the three and six months ended June 30, 2025, respectively.
Previous wording
***Salaries and benefits.***Salaries and benefits were $0.2 million and $0.1 million for the three months ended March 31, 2025 and 2024, respectively.
Current wording
***Salaries and benefits.***Salaries and benefits were $1.3 million and $2.5 million for the three and six months ended June 30, 2025, respectively.
Previous wording
***Marketing and advertising.***Marketing and advertising were $0.5 million for the three months ended March 31, 2025.
Current wording
***Marketing and advertising.***Marketing and advertising were $0.8 million and $1.3 million for the three and six months ended June 30, 2025, respectively.
Previous wording
***General and administrative expenses.***General and administrative expenses consist primarily of software service providers and were $0.5 million for the three months ended March 31, 2025.
Current wording
***General and administrative expenses.***General and administrative expenses consist primarily of software service providers and were flat and $0.4 million for the three and six months ended June 30, 2025, respectively.
Previous wording
***Depreciation and amortization.***Depreciation and amortization expenses consist primarily of amortization related to internal-use software and was $0.8 million for the three months ended March 31, 2025.
Current wording
***Depreciation and amortization.***Depreciation and amortization expenses consist primarily of amortization related to internal-use software and was $0.8 million and $1.6 million for the three and six months ended June 30, 2025, respectively.
Previous wording
***Other operating expenses.***Other operating expenses consist of expenses directly related to the origination of loans and is charged by investors at the sale of loans excluding interest. Other operating expenses were $0.6 million for the three months ended March 31, 2025.
Current wording
***Other operating expenses.***Other operating expenses consist of expenses directly related to the origination of loans and are charged by investors at the sale of loans excluding interest. Other operating expenses were $0.3 million and $1.0 million for the three and six months ended June 30, 2025, respectively.
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 March 31, 2025, we have $1.5 million in cash.
Current 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 June 30, 2025, we have $6.3 million in cash.
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. During March 2025, the Company sold and issued to the Purchaser 1,090,622 shares of common stock for a purchase price of $2.1 million. Subsequent to March 31, 2025, the Company sold and issued to the Purchaser 912,644 shares of common stock for a purchase price of $1.0 million to the Purchaser.
Current 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. During the six months ended June 30, 2025, the Company sold and issued to the Purchaser 5,018,437 shares of common stock for gross proceeds of $6.5 million. Subsequent to June 30, 2025, the Company sold and issued to the Purchaser 676,078 shares of common stock for gross proceeds of $1.2 million to the Purchaser.
Previous wording
On April 30, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co., Inc., pursuant to which the Company may issue and sell over time and from time to time, to or through Ladenburg, up to $7.0 million of shares of the Company’s common stock. During May 2025, the Company sold 22,295 shares at a weighted average of $1.37 per share for gross proceeds of $30,542.
Current wording
On April 30, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co., Inc., pursuant to which the Company may issue and sell over time and from time to time, to or through Ladenburg, up to $7.0 million of shares of the Company’s common stock. During the six months ended June 30, 2025, the Company sold 5,540,043 shares for gross proceeds of $7.0 million.
Previous wording
During the three months ended March 31, 2025, the Company sold 6,417,159 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 320,862 shares of common stock for total gross proceeds of $3.3 million.
Current wording
During the six months ended June 30, 2025, the Company sold 6,417,159 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 320,862 shares of common stock for total gross proceeds of $3.3 million.
Previous wording
The Company intends to continue raising capital through a combination of equity and debt financing to meet its internal cash requirements and to refinance its existing obligations. 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 intends to continue raising capital through a combination of equity and debt financing to meet its internal cash requirements and to refinance its existing obligations. The availability of additional financing will be largely dependent on our 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.
Previous wording
For the three months ended March 31, 2025, net cash used in operating activities of continuing operations was $1.5 million compared to net cash provided by operating activities of $0.1 million for the three months ended March 31, 2024 primarily due to the inclusion of Beeline’s net loss of $2.3 million for the three months ended March 31, 2025.
Current wording
For the six months ended June 30, 2025 and 2024, net cash used in operating activities of continuing operations increased to $5.6 million from $0.6 million, respectively, primarily due to the inclusion of Beeline’s net loss of $3.9 million for the six months ended June 30, 2025.
Previous wording
For the three months ended March 31, 2025, net cash used in investing activities of continuing operations was $0.1 million. For the three months ended March 31, 2024, investing activities were nil.
Current wording
For the six months ended June 30, 2025, net cash used in investing activities of continuing operations was $0.1 million related to internal-use software development costs. For the six months ended June 30, 2024, investing activities were nil.
Previous wording
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 and repayments of warehouse line and secured credit facilities. For the three months ended March 31, 2024, financing activities were nil.
Current wording
For the six months ended June 30, 2025, net cash provided by financing activities of continuing operations was $10.9 million primarily from $15.8 million raised from equity transactions, offset by repayments of $0.9 million of the warehouse line and $4.1 million of secured credit facilities. For the six months ended June 30, 2024, net cash provided by financing activities of continuing operations was $1.1 million.
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 three months ended March 31, 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 six months ended June 30, 2025 relate to the policies and practices the Company uses to account for:
Previous wording
Commissions earned at loan settlement on insurance premiums paid to title insurance companies.
Current wording
Settlement fees and commissions earned at loan settlement on insurance premiums paid to title insurance companies.
Previous wording
Loan origination fees represent revenue earned from originating mortgage loans. Loan origination fees generally represent flat per-loan fee amounts based on a percentage of the original principal loan balance 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.
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.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Beeline Financial is a full service Direct-to-Consumer lender specializing in conventional conforming and non-conforming residential first-lien mortgages and providing title services. Beeline Financial also has an emerging business in anonymized data sales and technology licensing.
Previous report — wording carried elsewhere
***Salaries and benefits.***Salaries and benefits were $1.2 million for the three months ended March 31, 2025.
Previous report — wording carried elsewhere
***Marketing and advertising.***Marketing and advertising were $0.1 million for both the three months ended March 31, 2025 and 2024.
Previous report — wording carried elsewhere
We do not have sufficient capital to meet our working capital and debt obligations for the next 12 months, including debt obligations which come due in 2025. The availability of additional financing will be largely dependent on our operating success, including improved gross margins as well as operational improvements, which will be necessary to attract investors.