Core Insights - Nevada King Gold Corp. has announced positive assay results from the Silver Park East target, indicating significant mineralization in the Atlanta Gold Mine Project [1][5] Exploration Results - The assay results include a highlight of 0.93 g/t AuEq over 14.6m from hole B25-101, located 350m south of the main SPE zone, confirming surface oxide gold-silver mineralization [2][3] - Additional drilling has extended the main SPE zone by 50m west, confirming a mineralized footprint of 300m by 500m at SPE [3][5] - The ongoing Phase 4 drilling program has completed 2,100m of a fully funded 20,000m exploration initiative, with further assay results expected later this month [10] Mineralization Characteristics - Mineralization at SPE is primarily hosted along an unconformity within silicified breccia, similar to the Atlanta Resource Zone, indicating a large-scale system [5][14] - The RAB drilling has confirmed the presence of mineralization at shallow depths, with notable results from holes B25-100 and B25-101, which bottomed in mineralization [4][14] Historical Context - The decision to drill 350m south of the main SPE zone was influenced by a historic drill hole from 2005 that encountered 0.45 g/t AuEq over 38.1m, demonstrating structural continuity within the mineralized zones [14] Resource Estimates - The Atlanta Gold Mine project hosts an NI 43-101 compliant pit-constrained oxide resource of 1,020,000 ounces of gold in the measured and indicated category, along with an inferred resource of 99,000 ounces [13][16]

Mergers and Acquisitions - The Company completed a merger with Bridgetown Spirits Corp. and Beeline Financial Holdings on October 7, 2024, and subsequently changed its name to Beeline Holdings, Inc. on March 12, 2025[245]. - The Company entered into a Debt Exchange Agreement on September 4, 2024, resulting in the assignment of 720 barrels of spirits to Craft C+P, which was later merged into a limited liability company owned by certain creditors[247]. Business Operations - Beeline Loans operates as a digital mortgage lender specializing in conventional and non-conforming residential first-lien mortgages, with a focus on providing a seamless digital experience[254]. - The Company has invested significantly in its platform to leverage mortgage origination opportunities, despite lower volumes compared to 2020 and 2021 due to fluctuating interest rates[262]. - Beeline Labs launched BlinkQC, a SaaS platform for automating pre-close quality control reviews, with expected gross margins of approximately 50%[265][266]. - Beeline Title closed a fractional sale of home real estate transaction funded through cryptocurrency on June 25, 2025, marking a milestone in blockchain-driven real estate finance[269]. - The Company completed its first round of blockchain-recorded transactions through the BeelineEQUITY platform in October 2025, closing six transactions with an additional 25 expected to close later in 2025[270]. - Beeline Loans receives 3.5% of the amount of equity sold through the BeelineEQUITY platform, which is marketed via its website[270]. - The Company aims to enhance customer acquisition and retention through technological innovation and a competitive digital mortgage experience[258][259]. Financial Performance - For the three months ended September 30, 2025, total net revenues were $2.3 million, compared to $0 for the same period in 2024[278]. - Beeline Loans originated $43.3 million in residential mortgage loans for the three months ended September 30, 2025, with net revenues of $2.0 million[286]. - Beeline Title Holdings reported net revenues of $0.4 million for the three months ended September 30, 2025, with a net loss of $0.1 million[295]. - The net loss from continuing operations for the three months ended September 30, 2025, was $3.6 million, an increase from $0.8 million in the same period of 2024[278]. - The Company will amortize $15.2 million over five years and $0.4 million over four years due to the Merger, resulting in non-cash amortization of $0.8 million each quarter[275]. - Interest expense for the three months ended September 30, 2025, was $0.1 million, compared to $0.4 million for the same period in 2024[279]. - Compensation, commissions, and benefits for Beeline Loans were $0.9 million for the three months ended September 30, 2025[292]. - Total operating expenses for Beeline Loans were $3.2 million for the three months ended September 30, 2025[286]. - Title fees for Beeline Title Holdings were $0.4 million for the three months ended September 30, 2025[297]. - The Company recorded a deemed dividend related to price protection of $0 for the three months ended September 30, 2025[281]. - For the three months ended September 30, 2025, the net loss increased to $2.3 million compared to $0.8 million for the same period in 2024, reflecting the inclusion of Beeline's results[300]. - Total operating expenses for the nine months ended September 30, 2025, were $6.4 million, up from $1.1 million in 2024, driven by increased compensation and benefits as well as general and administrative expenses[300]. - Compensation and benefits for the nine months ended September 30, 2025, were $2.6 million, compared to $0.5 million for the same period in 2024, indicating a significant increase[301]. - General and administrative expenses rose to $3.5 million for the nine months ended September 30, 2025, from $0.6 million in 2024, primarily due to public company costs and professional fees[302]. - Net cash used in operating activities of continuing operations increased to $12.1 million for the nine months ended September 30, 2025, from $1.3 million in 2024, largely due to Beeline's net loss[317]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $13.0 million, primarily from $17.0 million raised from equity transactions[319]. - The Company sold 5,694,515 shares of common stock for gross proceeds of $7.5 million during the nine months ended September 30, 2025, under the ELOC Agreement[324]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $(8.4) million, compared to $(0.975) million for the same period in 2024[315]. - As of September 30, 2025, the Company had $1.3 million in cash, indicating a need for continued capital raising efforts[323]. - The Company intends to continue raising capital through equity to meet its internal cash requirements, with no assurance of securing necessary capital on favorable terms[328]. Revenue Recognition - The Company recognizes gains on the sale of mortgage loans when control over the financial assets is surrendered, typically upon acceptance and receipt of sales proceeds from the purchaser[333]. - Loan origination fees are recognized as revenue at the time the mortgage loans are funded, representing flat per-loan fee amounts[337]. - Interest income on mortgage loans held for sale is recognized from loan funding to sale, with revenue recognition discontinued when loans become 90 days delinquent[338]. Accounting Policies - The Company accounts for business combinations under ASC 805, allocating the purchase price to identifiable assets and liabilities at their estimated fair values[344]. - Goodwill is tested for impairment annually, with the Company monitoring potential impairment indicators throughout the fiscal year[346]. - The Company capitalizes certain costs incurred during the application development stage for internal-use software, amortizing these costs over five years[350]. - Stock-based compensation is recognized as an expense based on the grant-date fair value of awards, measured using the Black-Scholes valuation model[351]. - The Company holds and issues derivative financial instruments, with fair value recognized in gains on sale of loans until the loan is funded[343]. - Changes in the balance of mortgage loans held for sale are included in cash flows from operating activities in the consolidated statements of cash flows[335]. - Other revenues include fees from a marketing partner embedded in the Company's point-of-sale journey for investment property customers[341].

Core Viewpoint - Nevada King Gold Corp. has announced positive drill results from the Silver Park East target, indicating significant gold and silver mineralization and potential for expansion within its Atlanta Gold Mine Project [1][2]. Exploration Results - The drill results confirm gold and silver mineralization over a 450m by 300m area, with a strike extension of 150m and an untested 270m gap to the southeast, suggesting the potential for a new satellite oxide gold and silver zone [2][3]. - Notable intervals from drilling include 0.25 g/t AuEq over 70.1m in hole AT25SP-41 and 0.30 g/t AuEq over 41.1m in hole AT25SP-37, with hole AT25SP-36 intercepting 1.60 g/t AuEq over 4.6m [6][7]. Geological Insights - The exploration program aims to identify additional oxide gold zones beyond the Atlanta Resource Zone (ARZ), with low-grade oxide gold and silver consistently found at the unconformity over a wide area [3][4]. - The mineralization at Silver Park East is believed to be part of the same mineralizing event as the ARZ, with the highest gold grades occurring at the intersection of structural corridors where hydrothermal activity was strongest [4]. Future Plans - Follow-up drilling will target the undrilled 270m gap between holes AT25SP-33 and AT25SP-41 to expand the mineralized envelope to the southeast and identify high-grade domains [6][8]. - The company has completed 28,000m of the planned 30,000m Phase III regional exploration program, with assays for 7,815m still pending [8]. Resource Estimates - The Atlanta Gold Mine project hosts an NI 43-101 compliant pit-constrained oxide resource of 1,020,000 ounces of gold in the measured and indicated category, along with an inferred resource of 99,000 ounces of gold [11][12].

Financial Results Announcement - Beeline Holdings, Inc. announced financial results for the three and nine months ended September 30, 2025[5]. - The press release detailing the financial results was issued on November 6, 2025[5]. - The financial results include key metrics that will be detailed in Exhibit 99.1[5]. Regulatory Information - The report is not deemed "filed" under the Securities Exchange Act of 1934, ensuring it is not subject to certain liabilities[6]. - The company is not classified as an emerging growth company under the Securities Act of 1933[4]. Signatory Information - The report was signed by Nicholas R. Liuzza, Jr., the Chief Executive Officer of Beeline Holdings, Inc.[11].

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Beeline Holdings, Inc. (Exact name of Registrant as specified in its charter) Registration No. 333-_______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 188 Valley Street, Suite 225 Providence, RI 02909 (888) 810-5760 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive of ices) Nicholas R. Liuzza, Jr. Chief Executive Officer Beeline Holdings, Inc. 188 Valley Str ...

Core Viewpoint - Funds managed by Trinity and Certares have announced the sale of EAST Miami to funds affiliated with Blackstone Real Estate [1] Group 1 - The transaction involves the sale of EAST Miami, indicating a strategic move in the real estate sector [1] - The involvement of Blackstone Real Estate highlights the continued interest of large investment firms in prime real estate assets [1]

Mergers and Acquisitions - The Company completed a merger with Bridgetown Spirits Corp. and Beeline Financial Holdings, Inc. on October 7, 2024, resulting in a new name, Beeline Holdings, Inc.[228] - The merger's impact means that the consolidated results for 2025 are not directly comparable to 2024, as the prior year only reflects the corporate segment's performance[254] Financial Performance - Beeline Financial reported revenues of $1.7 million and $3.1 million for the three and six months ended June 30, 2025, respectively, compared to $0 for the same periods in 2024[259] - Net loss from continuing operations increased to $4.0 million and $10.7 million for the three and six months ended June 30, 2025, respectively, compared to $0.7 million and $1.3 million in 2024[259] - For the three months ended June 30, 2025, the company reported a net loss of $4.14 million compared to a net loss of $1.49 million for the same period in 2024, indicating a significant increase in losses[283] - Adjusted EBITDA for the six months ended June 30, 2025 was $(6.32) million, compared to $(0.55) million for the same period in 2024, reflecting a worsening operational performance[283] - Corporate segment reported a net loss of $2.4 million and $6.8 million for the three and six months ended June 30, 2025, respectively[275] Debt and Financing - A Debt Exchange Agreement was executed on September 4, 2024, leading to the assignment of 720 barrels of spirits and the deconsolidation of Craft Canning + Printing[230] - During the six months ended June 30, 2025, the company raised $10.9 million from financing activities, primarily from equity transactions totaling $15.8 million[296] - The company intends to continue raising capital through a combination of equity and debt financing to meet its internal cash requirements[292] - The company sold 5,018,437 shares of common stock for gross proceeds of $6.5 million under the ELOC Agreement during the six months ended June 30, 2025[287] - The company sold 6,417,159 shares of Series G Preferred Stock for total gross proceeds of $3.3 million during the six months ended June 30, 2025[290] - The company entered into an At The Market Offering Agreement allowing it to issue up to $7.0 million of common stock, successfully raising the full amount during the six months ended June 30, 2025[288] Operational Metrics - Beeline Financial originated $15.1 million and $54.9 million in residential mortgage loans for the three and six months ended June 30, 2025[266] - Total operating expenses for Beeline Financial were $3.3 million and $6.9 million for the three and six months ended June 30, 2025[266] - Interest expense was $0.4 million and $2.3 million for the three and six months ended June 30, 2025, respectively, up from $0.3 million and $0.6 million in 2024[260] - The company recorded a deemed dividend related to price protection of $2.2 million and $6.8 million for the three and six months ended June 30, 2025, respectively[262] Market Conditions - Beeline Financial's performance is significantly impacted by interest rate fluctuations, with rising rates since April 2021 leading to reduced mortgage market activity[238] - The Company reported that limited housing supply and rising interest rates have constrained home purchase activity, affecting overall mortgage origination volumes[241] - Inflation trends showed a decrease from 2.9% in January 2025 to approximately 2.4% in June 2025, influencing the economic environment for mortgage lending[248] Strategic Initiatives - Beeline Labs launched BlinkQC, a SaaS platform for automating pre-close quality control reviews, expected to achieve gross margins of approximately 50%[250][251] - The Company aims to expand its B2B SaaS strategy, which is subject to macroeconomic conditions, while tracking performance metrics to optimize financial performance[246][247] - The company plans to continue focusing on segment-level reporting to better evaluate performance amidst structural changes[257] Cryptocurrency and Blockchain - Beeline Title closed a fractional sale of home real estate transactions funded through cryptocurrency, marking a significant milestone in blockchain-driven real estate finance[253] - The Company is positioned to lead in the cryptocurrency ecosystem for real estate transactions, collaborating with a related party for compliance and transaction handling[253] Stock-Based Compensation - The company recognizes all stock-based awards issued to employees as compensation expense, measured based on grant-date fair value[319] - Stock-based compensation cost is recognized over the service period, typically aligned with the vesting period[319] - The fair value of stock options is determined using the Black-Scholes valuation model, considering factors like expected stock price volatility and risk-free interest rate[319] - Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and recognized over service periods[319] Transparency and Reporting - The company has no material off-balance sheet arrangements as of the date of this filing, indicating a focus on transparency in its financial reporting[292] - As a "smaller reporting company," the company is not required to provide detailed market risk information[320]

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) This section provides an overview of Beeline Holdings' significant operational and financial achievements in Q2 2025, including growth, debt reduction, and strategic initiatives [Q2 2025 & Extended Highlights](index=1&type=section&id=Q2%202025%20%26%20Extended%20Highlights) Beeline Holdings achieved significant operational and financial improvements in Q2 2025, marked by increased loan volume and revenue, substantial debt reduction, and improved net loss and adjusted EBITDA, while divesting non-core assets and launching new equity products Key Financial and Operational Metrics for Q2 2025 | Metric | Q2 2025 Data | Sequential Change (Q1 2025) | | :----------------------- | :---------------- | :------------------- | | Loan Originations | $52 million | +31% | | Revenue (excluding Bridgetown Spirits) | $1.7 million | +27% | | Debt Repaid | $2.7 million | N/A | | Cash at Quarter-End | $6.3 million | N/A | | Equity at Quarter-End | $55 million | N/A | | GAAP Net Loss | $4.1 million | Improved (Q1: $6.9 million) | | Adjusted EBITDA Loss (excluding Bridgetown Spirits) | $2.8 million | Improved (Q1: $3.5 million) | - The company divested Bridgetown Spirits Corp. in July 2025 to fully focus on the digital mortgage sector[5](index=5&type=chunk) - Debt-free status (excluding warehouse financing for loans) is anticipated by November 1, 2025[5](index=5&type=chunk) - Successfully facilitated the first fractional sale of residential real estate equity through the new BeelineEQUITY product, with more transactions planned before the full launch in early October 2025[5](index=5&type=chunk) - Monthly recurring expenses decreased by **$0.3 million**, with full realization expected in September[5](index=5&type=chunk) - Monthly operational profitability is projected by January 2026[5](index=5&type=chunk) [CEO Commentary](index=2&type=section&id=An%20Exciting%20Quarter%20for%20Beeline) CEO Nick Liuzza highlighted Q2 as foundational for Beeline's strong growth through product differentiation, diversification, and disruptive innovation, noting a 15% revenue increase and 20% marketing expense reduction in July, alongside significant financial improvement and plans to replicate this success - Beeline is poised for strong growth through unparalleled product differentiation, diversification, and disruptive innovation[6](index=6&type=chunk) - July revenue increased by **15%** compared to the best month in the past three years, while marketing expenses decreased by **20%**[6](index=6&type=chunk) - The company's financial position significantly improved, non-core service lines were eliminated, and plans are in place to replicate this success model in the future[6](index=6&type=chunk) [Financial Performance](index=2&type=section&id=Financial%20Performance) This section details Beeline's Q2 2025 financial results, including revenue, operating expenses, net loss, and balance sheet position, alongside management's strategic commentary [Overview of Q2 2025 Results](index=2&type=section&id=Overview%20of%20Q2%202025%20Results) Beeline reported **$1.7 million** in total net revenue for Q2 2025, with strong year-over-year growth in mortgage-related metrics, an operating loss of **$3.9 million**, and a net loss from continuing operations of **$4.0 million**, but an **$0.8 million** improvement in adjusted EBITDA quarter-over-quarter Q2 2025 Financial Data | Metric | Amount (Millions USD) | | :-------------------------------- | :-------------- | | Total Net Revenue | 1.7 | | Operating Expenses | 5.6 | | Operating Loss | (3.9) | | Net Loss from Continuing Operations | (4.0) | | Interest Expense | 0.4 | | Adjusted EBITDA Improvement (Sequential Q1 2025) | 0.8 | - Mortgage-related metrics showed strong year-over-year growth: average loan amount increased by **24%**, revenue per loan by **28%**, and title revenue by **93%**[8](index=8&type=chunk) - Operating expenses included **$2.2 million** in salaries and benefits, **$1.2 million** in professional fees (primarily non-recurring), **$0.8 million** in marketing expenses, and **$0.8 million** in non-cash depreciation and amortization[8](index=8&type=chunk) [Balance Sheet and Cash Position](index=2&type=section&id=Balance%20Sheet%20and%20Cash%20Position) Beeline held **$6.3 million** in cash at quarter-end and successfully reduced accounts payable by **$0.8 million**, indicating an improved financial position - Beeline held **$6.3 million** in cash at quarter-end[9](index=9&type=chunk) - Accounts payable decreased by **$0.8 million**[9](index=9&type=chunk) [Management Commentary on Financials](index=2&type=section&id=Management%20Commentary%20on%20Financials) CFO Chris Moe stated that Q2 marked the beginning of a structural shift towards stronger financial performance and market leadership, driven by the launch of scalable, AI-first FinTech mortgage, title, SaaS, and fractional equity platforms - Q2 marked the beginning of a structural shift towards stronger financial performance and market leadership[9](index=9&type=chunk) - The company has launched and is rapidly developing a scalable, AI-first FinTech mortgage, title, SaaS product, and fractional equity platform[9](index=9&type=chunk) [Use of Non-GAAP Financial Measures](index=3&type=section&id=Use%20of%20a%20Non-GAAP%20Measure) This section explains the company's use of non-GAAP financial measures, such as Adjusted EBITDA, and provides a reconciliation to GAAP net loss for transparency [Explanation of Non-GAAP Measures](index=3&type=section&id=Explanation%20of%20Non-GAAP%20Measures) This section explains the use of non-GAAP financial measures, such as Adjusted EBITDA, as supplementary to GAAP for management to assess core operating results by excluding items affecting comparability, advising investors to consider them as additional information and note definitional differences across companies - Non-GAAP financial measures are supplementary to GAAP and should not be considered substitutes for net income (loss), operating income (loss), or cash flow[10](index=10&type=chunk) - Management uses Adjusted EBITDA to assess core operating results by excluding items that impact comparability[11](index=11&type=chunk) - Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, and amortization, plus stock-based compensation expense and other one-time items[13](index=13&type=chunk) [Reconciliation of Net Loss to Adjusted EBITDA](index=3&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20Adjusted%20EBITDA) The company provides a reconciliation of net loss to Adjusted EBITDA, showing a Q2 2025 Adjusted EBITDA loss of **$2.778 million**, an improvement from **$3.543 million** in Q1 Reconciliation of Net Loss to Adjusted EBITDA (Thousands USD) | | Three Months Ended June 30, 2025 | Three Months Ended March 31, 2025 | | :----------------------------- | :-------------------------- | :-------------------------- | | Net Loss | (4,140) | (6,927) | | Interest Expense | 388 | 1,889 | | Depreciation and Amortization | 836 | 820 | | Net Loss from Discontinued Operations | 138 | 224 | | Stock-Based Compensation Expense | - | 130 | | M&A Related Expenses | - | 321 | | **Adjusted EBITDA** | **(2,778)** | **(3,543)** | [About Beeline Holdings, Inc.](index=4&type=section&id=About%20Beeline%20Holdings%2C%20Inc.) This section provides a concise overview of Beeline Holdings, Inc., highlighting its mission as a technology-driven mortgage and title platform [Company Overview](index=4&type=section&id=Company%20Overview) Beeline Holdings is a technology-driven mortgage and title platform aiming to provide a faster, more convenient, and transparent home financing experience for new-generation homebuyers and real estate investors by combining AI, automation, and modern user experience - Beeline Holdings is a technology-driven mortgage and title platform designed to simplify home financing[15](index=15&type=chunk) - It offers a faster, more convenient, and transparent home loan experience by combining AI, automation, and modern user experience[15](index=15&type=chunk) - The platform serves both real estate investors and primary homebuyers[15](index=15&type=chunk) [Conference Call](index=4&type=section&id=Conference%20Call) This section provides details for the upcoming conference call to discuss Beeline Holdings' Q2 2025 financial results and operational highlights [Conference Call Details](index=4&type=section&id=Conference%20Call%20Details) Beeline Holdings will host a conference call on Thursday, August 14, 2025, at 5:00 PM ET, led by CEO Nick Liuzza and CFO Chris Moe, to discuss Q2 2025 results - Conference call date and time: Thursday, August 14, 2025, at 5:00 PM ET[16](index=16&type=chunk) - Presenters: CEO Nick Liuzza and CFO Chris Moe[16](index=16&type=chunk) - Participation options include a toll-free dial-in (1-833-752-5070), international dial-in (1-647-849-3415), or a webcast link (https://www.gowebcasting.com/14078)[16](index=16&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section outlines the forward-looking statements disclaimer, emphasizing inherent risks and uncertainties that may cause actual results to differ materially from projections [Forward-Looking Statements Disclaimer](index=4&type=section&id=Forward-Looking%20Statements%20Disclaimer) This press release contains forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, regarding future financial condition, operating results, company outlook, industry trends, and new products, which are based on current expectations and assumptions but are subject to inherent uncertainties, risks, and changing circumstances, where actual results may differ materially from expectations - Forward-looking statements pertain to future financial condition, operating results, company outlook, industry trends, new products, and strategic collaborations[17](index=17&type=chunk) - These statements are based on current expectations and assumptions but are subject to inherent uncertainties, risks, and changing circumstances, where actual results may differ materially from forward-looking statements[17](index=17&type=chunk) - Risk factors include, but are not limited to: incorrect estimates, forecasts, and assumptions; U.S. economic conditions; inflation and interest rates; need for additional capital; ability to attract homeowners; demand and success of fractional equity transactions; regulatory compliance; performance of software and technology infrastructure; and risk factors contained in the company's Form 10-K[17](index=17&type=chunk) - The company undertakes no obligation to publicly update any forward-looking statements, except as required by law[17](index=17&type=chunk) [Contact Information](index=4&type=section&id=Contact%20Information) This section provides essential contact information for investor relations and media inquiries regarding Beeline Holdings [Investor and Media Contacts](index=4&type=section&id=Investor%20and%20Media%20Contacts) This section provides contact email addresses for investors and media - Investor contact email: investors@makeabeeline.com[18](index=18&type=chunk) - Media contact email: press@makeabeeline.com[18](index=18&type=chunk)

Company Overview - Miller Industries, Inc. is recognized as the World's Largest Manufacturer of Towing and Recovery Equipment, offering products under various well-known brands such as Century®, Vulcan®, Chevron™, and others [4]. Upcoming Event - The CEO William Miller II and CFO Deborah Whitmire will present at the East Coast IDEAS Investor Conference on June 12, 2025, at The Westin Times Square in New York, NY, with the presentation scheduled to start at 10:00 AM ET [1]. - The presentation will be available via webcast on the conference host's website and the investor relations section of Miller Industries' website [1]. IDEAS Investor Conferences - IDEAS Investor Conferences aim to provide independent venues for quality companies to showcase their investment merits to investment professionals, distinguishing themselves from traditional bank-sponsored events [2]. - The conference sponsors manage over $200 billion in assets and include a variety of investment management firms [2].

Financial Performance - For the three months ended March 31, 2025, total revenues increased to $1.83 million from $0.60 million in the same period of 2024, driven by Beeline Financial's contribution of $1.35 million[250]. - Net loss from continuing operations rose to $6.93 million in Q1 2025, compared to a loss of $0.70 million in Q1 2024, reflecting the inclusion of Beeline Financial's results[250]. - Total revenues for the company were $1.832 million, compared to $0.597 million for the same period in 2024[259]. - The total net loss from continuing operations was $6.927 million, significantly higher than the loss of $0.703 million in the prior year[259]. - For the three months ended March 31, 2025, Beeline Financial reported net revenues of $1.35 million and a net loss of $2.325 million[260][261]. - Bridgetown Spirits had net sales of $0.482 million, a decline of 12% from $0.597 million in the same period last year[270][271]. Expenses and Costs - Interest expense for Q1 2025 was $1.9 million, significantly higher than $0.2 million in Q1 2024, primarily due to debt amortization and warrant-related expenses[251]. - Salaries and benefits for Beeline Financial amounted to $1.167 million, while Bridgetown Spirits reported $0.162 million[266][273]. - The gross profit for Bridgetown Spirits was $0.064 million, with a gross margin of 13%, down from 23% in the previous year[272]. - The company recorded a deemed dividend of $4.6 million for Q1 2025 due to adjustments related to preferred stock and warrants[253]. Strategic Initiatives - Beeline Financial's platform investments in 2024 aimed to leverage mortgage origination opportunities despite lower volumes compared to 2020 and 2021[242]. - Bridgetown Spirits completed a restructuring in 2024, focusing on core activities and outsourcing non-core functions, leading to decreased overall expenses[245]. - The merger with Beeline Financial closed on October 7, 2024, resulting in a new consolidated financial structure for the company[222]. Market Outlook - The company anticipates that persistent supply-demand imbalances in housing will stimulate future mortgage activity[237]. - Beeline Financial's digital mortgage solutions are expected to grow in demand, particularly among Millennial and Generation Z homebuyers[238]. - Beeline Financial originated $39.8 million in residential mortgage loans during the quarter[261]. Liquidity and Cash Flow - As of March 31, 2025, the company had $1.5 million in cash, indicating liquidity challenges ahead[279]. - The company intends to raise up to $10 million through a Common Stock Purchase Agreement to improve liquidity[281]. - Net cash used in operating activities was $1.5 million for the three months ended March 31, 2025, compared to a net cash provided of $0.1 million in the same period last year[287]. Accounting Policies - Mortgage loans held for sale are recorded as current assets due to their expected short-term sale within one year[294]. - Loan origination fees are recognized as revenue at the time the mortgage loans are funded, based on a percentage of the original principal loan balance[298]. - Interest income on mortgage loans is recognized until loans become 90 days delinquent, at which point revenue recognition is discontinued[299]. - Bridgetown Spirits recognizes net sales by applying ASC 606, which includes identifying contracts and recognizing revenue when performance obligations are satisfied[302]. - The company accounts for business combinations under ASC 805, allocating the purchase price to identifiable assets and liabilities at fair value[310]. - Goodwill is tested for impairment annually, with potential impairment recognized if the carrying value exceeds estimated fair value[312]. - Property and equipment are recorded at cost and depreciated over useful lives ranging from three to seven years[315]. - Stock-based compensation is recognized as an expense based on the grant-date fair value of awards, measured using the Black-Scholes model[317]. - Bridgetown Spirits calculates excise tax expense based on units produced, which is recorded as a reduction to net sales[305]. - Customer programs, including promotional discounts, are recorded as reductions to net sales in accordance with ASC 606[306].