XML 25 R12.htm IDEA: XBRL DOCUMENT v3.25.3
DISCONTINUED OPERATIONS
9 Months Ended
Sep. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS

4. DISCONTINUED OPERATIONS

 

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.

 

Craft C+P

 

The operating results of Craft C+P have been classified as discontinued operations during the nine months ended September 30, 2024. The consolidated financial statements for the prior periods have been adjusted to reflect comparable information.

 

Income and expense related to Craft C+P were as follows for the nine months ended September 30, 2024:

 

(Dollars in thousands)  2024 
Sales  $6,775 
Less customer programs and excise taxes   117 
Net sales   6,658 
Cost of sales   6,322 
Gross profit   336 
Operating expenses:     
Sales and marketing expenses   45 
General and administrative expenses   2,355 
Gain on disposal of property and equipment   (195)
Total operating expenses   2,205 
Loss from operations   (1,869)
Other income   3 
Net loss  $(1,866)

 

 

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

September 30, 2025

(Unaudited)

 

Bridgetown Spirits

 

On July 25, 2025, the Company entered into a Debt Satisfaction Agreement (the “DSA”) with Bridgetown Spirits and three individuals (the “Buyers”) including Geoffrey Gwin, the President of Bridgetown Spirits, pursuant to which the Company transferred to the Buyers all 530,000 shares of its Bridgetown Spirits common stock held by the Company in exchange for the satisfaction of outstanding amounts payable by the Company to the Buyers totaling $0.4 million As a result of the foregoing, Bridgetown Spirits is no longer a subsidiary of the Company. The Company recorded $0.7 million to loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025.

 

In connection with the DSA, Bridgetown Spirits issued a Senior Secured Original Issue Discount Promissory Note and Security Agreement (the “Note”) in the principal amount of $0.1 million payable to the Company with an original issue discount of $25,000. The Note is receivable as follows: (i) $50,000 is receivable on April 24, 2026, and the remaining $50,000 is receivable on July 25, 2026. The Note is secured by the assets of Bridgetown Spirits. The Note is included in prepaid expenses and other current assets on the consolidated balance sheet as of September 30, 2025.

 

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 during the three and nine months ended September 30, 2025 and 2024, respectively. The consolidated financial statements for the prior periods have been adjusted to reflect comparable information.

 

Assets and liabilities related to Bridgetown Spirits were as follows as of December 31, 2024:

 

(Dollars in thousands)  2024 
Assets     
Current assets:     
Cash and cash equivalents  $310 
Inventories   1,493 
Prepaid expenses and other current assets   75 
Accounts receivables, net   134 
Current assets of discontinued operations held for sale   2,012 
Intangible assets, net   822 
Right-of-use assets   372 
Property and equipment, net   95 
Other assets, net   180 
Total Assets  $3,481 
      
Liabilities     
Current liabilities:     
Accounts payable  $136 
Accrued liabilities   170 
Current portion of lease liabilities   186 
Total current liabilities   492 
Lease liabilities, net of current portion   163 
Total liabilities  $655 

 

Income and expense related to Bridgetown Spirits and the spirits segment were as follows for the nine months ended September 30, 2025 and 2024:

 

(Dollars in thousands)  2025   2024 
         
Net sales, spirits  $1,143   $1,977 
Cost of sales, spirits (inclusive of depreciation)   956    1,476 
Salaries and benefits   348    444 
Marketing and advertising   286    254 
Total operating expenses   1,590    2,174 
Loss from operations   (447)   (197)
Other income   

995

    

35

 
Net income (loss) from discontinued operations   548    

(162

)
Loss from disposal of discontinued operations    (1,293)   - 
Net loss  $(745)  $(162)

 

There was a 47% non-controlling interest in Bridgetown Spirits prior to the disposal date. All of the net loss attributable to non-controlling interests in the consolidated statements of operations is related to Bridgetown Spirits.

 

 

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

September 30, 2025

(Unaudited)