DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2025

Discontinued Operations and Disposal Groups [Abstract]

6. 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 year ended December 31, 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 year ended December 31, 2024:

(Dollars in thousands)	2024
Sales	$	6,903
Less customer programs and excise taxes		120
Net sales		6,783
Cost of sales		6,510
Gross profit		273
Operating expenses:
Sales and marketing expenses		45
General and administrative expenses		2,436
Gain on disposal of property and equipment		(195	)
Total operating expenses		2,286
Loss from operations		(2,013	)
Other income		4
Net loss from discontinued operations		(2,009	)
Loss from disposal of discontinued operations		(4,829	)
Net loss	$	(6,838	)

Bridgetown Spirits

On July 25, 2025, the Company entered into a Debt Satisfaction Agreement (the “Debt Satisfaction Agreement”) 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 a $0.7 million loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.

In connection with the Debt Satisfaction Agreement, 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 December 31, 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 years ended December 31, 2025 and 2024. 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 years ended December 31, 2025 and 2024:

	2025			2024
(Dollars in thousands)
Net sales, spirits	$	1,143		$	2,577
Cost of sales, spirits (inclusive of depreciation)		956			2,126
Salaries and benefits		348			559
Marketing and advertising		286			375
Other operating expenses		-			1
Impairment loss		-			3,356
Total operating expenses		1,590			6,417
Loss from operations		(447	)		(3,840	)
Other income		995			-
Net income (loss) from discontinued operations		548			(3,840	)
Loss from disposal of discontinued operations		(1,293	)		-
Net loss	$	(745	)	$	(3,840	)

There was a 47% non-controlling interest in Bridgetown Spirits prior to the disposal date. The net income (loss) attributable to non-controlling interests in the consolidated statements of operations related to Bridgetown Spirits for the years ended December 31, 2025 and 2024 was $0.2 million and $(1.7) million, respectively.

Nimble Title Holdings

On November 17, 2025, the Company and minority partners of Nimble entered into a Dissolution Agreement, whereby the relationships contemplated by the LLC Agreement were terminated and Nimble was subsequently dissolved on November 25, 2025.

The assets and liabilities of Nimble have been classified as held for sale as of December 31, 2024. The operating results of Nimble have been classified as discontinued operations during the years ended December 31, 2025 and 2024. The consolidated financial statements for the prior periods have been adjusted to reflect comparable information.

Assets and liabilities related to Nimble and its subsidiaries were as follows as of December 31, 2024:

(Dollars in thousands)	2024
Assets
Current assets:
Cash and cash equivalents	$	1
Current assets of discontinued operations held for sale		1
Total Assets	$	1

Liabilities
Current liabilities:
Accounts payable	$	7
Accrued liabilities		14
Total current liabilities		21
Total liabilities	$	21

Income and expense related to Nimble and its subsidiaries were as follows for the year ended December 31, 2025 and the period from October 8, 2024 - December 31, 2024:

(Dollars in thousands)	2025			October 8, 2024 - December 31, 2024
Title fees	$	160		$	85
Total net revenues		160			85
Compensation, and benefits		102			71
General and administrative expenses		7			5
Marketing and advertising		-			4
Other operating expenses		18			11
Total operating expenses		127			91
Income (loss) from operations		33			(6	)
Other expense		(249	)		-
Net loss from discontinued operations		(216	)		(6	)
Income from disposal of discontinued operations		246			-
Net income (loss)	$	30		$	(6	)

The net loss attributable to non-controlling interests in the consolidated statements of operations related to Nimble for the years ended December 31, 2025 and 2024 was $0 and $2,679, respectively.

Beeline Holdings, Inc. 10-K