Restatement of Financials | NOTE 15 – RESTATEMENT OF FINANCIALS Restatement of Financials The Company has restated its consolidated financial statements for certain errors. In addition, a 10 for 1 forward stock split was retrospectively applied to the restated consolidated financial statements. This retrospective application is not considered a restatement. The previously reported amounts were included in a Form 8-K filed on November 21, 2024 of Eastside Distilling, Inc., who acquired the Company on October 7, 2024. Schedule of Error Corrections and Prior Period Adjustments BEELINE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As previously reported Restatement adjustment As restated As of December 31, 2023 As previously reported Restatement adjustment As restated Assets Current Assets Cash and cash equivalents $ 190,357 $ (187,006 ) $ 3,351 Restricted cash - 187,006 187,006 Accounts Receivable, net 57,970 (57,970 ) - Mortgage loans held for sale, at fair value 2,243,043 57,969 2,301,012 Interest rate lock derivative - 57,505 57,505 Prepaid expenses and other current assets 82,137 - 82,137 Total Current Assets 2,573,507 57,504 2,631,011 Property and equipment, net 308,693 - 308,693 Software development costs, net 4,863,090 - 4,863,090 Right of use assets 1,643,432 - 1,643,432 Security deposit 58,181 - 58,181 Total Assets $ 9,446,903 $ 57,504 $ 9,504,407 Liabilities & Stockholders’ Deficit Current Liabilities Accounts payable $ 1,384,275 $ (35,162 ) $ 1,349,112 Warehouse lines of credit 2,158,099 (980 ) 2,157,119 Lease liability, current portion 323,959 - 323,959 Overdraft liability - 35,162 35,162 Loan payable 91,999 - 91,999 Loan payable, related party 973,173 77,006 1,050,179 Loan payable 91,999 - 91,999 BDCRI loan, current portion - 104,346 104,346 Accrued payroll 300,132 - 300,132 Escrows held for others 4,906 - 4,906 Accrued expenses and other current liabilities 9,404 19,925 29,329 Total Current Liabilities 5,245,946 200,297 5,446,243 Long Term Liabilities Convertible notes 9,469,018 (579,757 ) 8,889,261 Convertible notes - related party 9,440,428 (453,935 ) 8,986,493 Accrued interest on convertible notes - 965,378 965,378 BDCRI Loan, net 291,846 (104,346 ) 187,500 Lease liability, net of current portion 1,526,825 - 1,526,825 Total Long Term Liabilities 20,728,117 (172,660 ) 20,555,457 Total Liabilities 25,974,063 27,636 26,001,700 Stockholders’ Deficit Preferred stock, $ 0.00001 3,282,896 Series A preferred stock, 172,260 shares designated, and 247,960 and 472,910 shares issued and outstanding, respectively 248 (246 ) 2 Common stock, $ 0.00001 par value, 27,717,104 shares authorized, 1,644,040 shares issued and outstanding 1,644 (1,628 ) 16 Common stock, value 1,644 (1,628 ) 16 Additional paid in capital 21,772,516 501,874 22,274,390 Accumulated other comprehensive loss (95,728 ) - (95,728 ) Accumulated deficit (38,205,841 ) (163,359 ) (38,369,200 ) Total Beeline Financial Holdings, Inc. stockholders’ deficit (16,527,161 ) 336,641 (16,190,520 ) Non-controlling interest - (306,773 ) (306,773 ) Total Stockholders’ Deficit (16,527,161 ) 29,868 (16,497,293 ) Total Liabilities & Stockholders’ Deficit $ 9,446,903 $ 57,504 $ 9,504,407 Beeline Financial Holdings, Inc. Notes to Consolidated Financial Statements December 31, 2023 and 2022 As previously reported Restatement adjustment As restated As of December 31, 2022 As previously reported Restatement adjustment As restated Assets Current Assets Cash and cash equivalents $ 133,223 $ (100,510 ) $ 32,713 Restricted cash - 100,510 100,510 Accounts Receivable, net 29,595 (29,595 ) - Mortgage loans held for sale, at fair value 2,993,374 29,595 3,022,969 Interest rate lock derivative - 30,757 30,757 Prepaid expenses and other current assets 92,843 - 92,843 Total Current Assets 3,249,035 30,757 3,279,792 Property and equipment, net 460,069 - 460,069 Software development costs, net 5,452,197 - 5,452,197 Right of use assets 1,947,804 - 1,947,804 Security deposit 58,430 1 58,431 Total Assets $ 11,167,536 $ 30,758 $ 11,198,293 Liabilities & Stockholders’ Deficit Current Liabilities Accounts payable $ 1,236,957 $ 1,412 $ 1,238,369 Warehouse lines of credit 3,060,923 - 3,060,923 Lease liability, current portion 309,167 - 309,167 Loan payable 100,000 - 100,000 Promissory note 112,500 - 112,500 BDC loan, current portion - 109,005 109,005 Accrued payroll 412,391 - 412,391 Escrows held for others 22,195 - 22,195 Accrued expenses and other current liabilities 5,767 48,386 54,153 Total Current Liabilities 5,259,901 158,803 5,418,704 Long Term Liabilities Convertible notes 852,643 (107,405 ) 745,238 Convertible notes - related party 2,985,148 615,852 3,601,000 Accrued interest on convertible notes - 77,883 77,883 BDC Loan, net 363,351 (109,005 ) 254,346 Lease liability, net of current portion 1,850,784 - 1,850,784 Total Long Term Liabilities 6,051,927 477,325 6,529,251 Total Liabilities 11,311,828 636,128 11,947,955 Stockholders’ Deficit Preferred stock, $ 0.00001 Series A preferred stock 269 (264 ) 5 Common stock, $ 0.00001 1,644 - 16 Additional paid in capital 27,866,976 (760,572 ) 27,106,404 Accumulated other comprehensive loss (79,836 ) - (79,836 ) Accumulated deficit (27,933,345 ) 304,628 (27,628,717 ) Total Beeline Financial Holdings, Inc. stockholders’ deficit (144,292 ) (457,836 ) (602,128 ) Non-controlling interest - (147,534 ) (147,534 ) Total Stockholders’ Deficit (144,292 ) (605,370 ) (749,662 ) Total Liabilities & Stockholders’ Deficit $ 11,167,536 $ 30,758 $ 11,198,293 Beeline Financial Holdings, Inc. Notes to Consolidated Financial Statements December 31, 2023 and 2022 BEELINE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/LOSS Revenues As previously reported Restatement adjustment As restated For the Year Ended December 31, 2023 Revenues As previously reported Restatement adjustment As restated Gain on sale of loans, net $ 2,948,791 $ 25,745 $ 2,974,536 Interest income (47,588 ) 179,885 132,297 Interest expense - (179,886 ) (179,886 ) Loan origination fees 304,388 100 304,488 Title fees 558,759 1,003 559,762 Data and tech services 2,748 - 2,748 REVENUES, NET 3,767,097 26,848 3,793,946 Operating Expenses Selling, general and administrative 496,393 (203,498 ) 292,895 Salaries and benefits 6,422,175 (3,186 ) 6,418,989 Payroll taxes 31,468 384,341 415,809 Professional fees 920,656 - 920,656 Marketing and advertising 1,883,622 7,506 1,891,128 Loan originating expenses 675,053 130,943 805,996 Depreciation and amortization 1,591,511 - 1,591,511 Rent and utilities 369,785 - 369,785 Computer and software 668,733 (130,844 ) 537,889 Title operation expense 199,202 - 199,202 Travel and entertainment 71,976 - 71,976 Insurance expense 212,546 - 212,546 Other expenses 215,240 (215,240 ) - Total Operating Expenses 13,758,360 (29,978 ) 13,728,382 Operating Loss (9,991,263 ) 56,826 (9,934,436 ) Other (Income)/Expenses Other (income)/expense (295,946 ) (607 ) (296,553 ) Interest expense 569,069 684,659 1,253,728 Other taxes 8,110 - 8,110 Total Other Income/Expenses 281,233 684,052 965,285 NET LOSS $ (10,272,496 ) $ (627,227 ) $ (10,899,722 ) Net loss of subsidiary attributable to noncontrolling interest - (159,239 ) (159,239 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS (10,272,496 ) (467,988 ) (10,740,483 ) Unrealized foreign currency translation gain (loss) - (15,892 ) (15,892 ) TOTAL OTHER COMPREHENSIVE INCOME (LOSS) - (15,892 ) (15,892 ) TOTAL COMPREHENSIVE LOSS $ (10,272,496 ) $ (483,880 ) $ (10,756,375 ) As previously reported Restatement adjustment As restated For the Year Ended December 31, 2022 As previously reported Restatement adjustment As restated Revenues Gain on sale of loans, net $ 1,854,910 $ (19,132 ) $ 1,835,778 Interest income (23,946 ) 249,794 225,848 Interest expense - (249,794 ) (249,794 ) Loan origination fees 413,209 - 413,209 Title fees 672,813 49,890 722,703 REVENUES, NET 2,916,987 30,758 2,947,744 Operating Expenses Selling, general and administrative - 267,563 267,563 Salaries and benefits 5,812,860 240,014 6,052,874 Payroll taxes 405,065 - 405,065 Professional fees 920,578 - 920,578 Marketing and advertising 1,776,042 12,416 1,788,458 Loan originating expenses 1,047,241 (129,275 ) 917,966 Depreciation and amortization 1,161,094 - 1,161,094 Rent and utilities 620,779 - 620,779 Computer and software 922,527 (79,729 ) 842,798 Title operation expense 140,951 - 140,951 Travel and entertainment 71,655 (1 ) 71,654 Insurance expense 202,649 - 202,649 Other expenses 260,991 (260,991 ) - Total Operating Expenses 13,342,430 49,997 13,392,429 Operating Loss (10,425,443 ) (19,239 ) (10,444,685 ) Other (Income)/Expenses Interest expense 283,187 (176,338 ) 106,849 Other taxes 701 1 702 Total Other Income/Expenses 283,888 (176,337 ) 107,551 NET LOSS $ (10,709,332 ) $ 157,098 $ (10,552,236 ) Net loss of subsidiary attributable to noncontrolling interest - (147,534 ) (147,534 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS (10,709,332 ) 304,632 (10,404,702 ) Unrealized foreign currency translation gain (loss) - (70,298 ) (70,298 ) TOTAL OTHER COMPREHENSIVE INCOME (LOSS) - (70,298 ) (70,298 ) TOTAL COMPREHENSIVE LOSS $ (10,709,332 ) $ 234,334 $ (10,475,000 ) Beeline Financial Holdings, Inc. Notes to Consolidated Financial Statements December 31, 2023 and 2022 BEELINE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Restatement adjustment As restated For the Year Ended December 31, 2023 As previously reported Restatement adjustment As restated CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (10,272,496 ) $ (627,227 ) $ (10,899,722 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,591,511 - 1,591,511 Allowance for change in fair market value 24,552 (24,552 ) - Gain on sale mortgage loans held for sale, net of direct costs - (2,974,536 ) (2,974,536 ) Stock-based compensation 374,746 - 374,746 Noncash lease expense - (4,795 ) (4,795 ) Changes in operating assets and liabilities: Proceeds from principal payments and sales of loans held for sale - 59,831,839 59,831,839 Originations and purchases of mortgage loans held for sale - (56,135,346 ) (56,135,346 ) Derivative asset - (26,748 ) (26,748 ) Accounts receivable (28,375 ) 28,375 - Loans held for sale 725,779 (725,779 ) - Prepaid expenses and other current assets 10,706 - 10,706 Deposits 250 - 250 Accounts payable 147,317 809,593 956,910 Accrued payroll (112,259 ) 112,259 - Right of use asset 304,371 (304,371 ) - Escrows held (17,289 ) 17,289 - Warehouse lines of credit, net (902,824 ) 902,824 - Lease liability (309,170 ) 309,170 - Promissory note (112,500 ) 112,500 - Accrued expenses and other liabilities 3,640 (3,640 ) - Net Cash Used in Operating Activities $ (8,572,041 ) $ 1,296,857 $ (7,275,185 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of software and property and equipment $ (851,028 ) $ - $ (851,028 ) Net Cash Used in Investing Activities $ (851,028 ) $ - $ (851,028 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments from BDCRI loan $ (71,505 ) $ 71,505 $ - Net borrowings under warehouse line of credit - (903,804 ) (903,804 ) Repayments under notes and convertible notes payable - (222,500 ) (222,500 ) Proceeds from convertible notes issued 3,940,403 1,189,069 5,129,472 Proceeds from convertible notes issued - related party 4,662,026 (465,955 ) 4,196,071 Proceeds from demand notes 153,454 (153,454 ) - Proceeds from demand notes - related party 811,718 (811,718 ) - Net Cash Provided by Financing Activities $ 9,496,096 $ (1,296,857 ) $ 8,199,239 Effect of exchange rate changes on cash $ (15,892 ) $ - $ (15,892 ) Net increase (decrease) in cash 57,134 - 57,134 Cash and cash equivalents - beginning of year 133,223 - 133,223 Cash and cash equivalents - end of year $ 190,357 $ - $ 190,357 CASH FLOWS FROM OPERATING ACTIVITIES As previously reported Restatement adjustment As restated For the Year Ended December 31, 2022 CASH FLOWS FROM OPERATING ACTIVITIES As previously reported Restatement adjustment As restated Net Loss $ (10,709,332 ) $ 157,098 $ (10,552,236 ) Adjustments to reconcile net loss to net cash provided by (used in) Allowance for gain/loss on loans held for sale 111,216 111,216 - Depreciation and amortization 1,161,094 - 1,161,094 Gain on sale mortgage loans held for sale, net of direct costs - (1,835,778 ) (1,835,778 ) Stock-based compensation 364,191 - 364,191 Noncash lease expense - (276,113 ) (276,113 ) Changes in operating assets and liabilities: Proceeds from principal payments and sales of loans held for sale - 132,474,641 132,474,641 Originations and purchases of mortgage loans held for sale - (122,263,204 ) (122,263,204 ) Accounts receivable 200,452 79,833 280,285 Derivative asset - (30,757 ) (30,757 ) Loans held for sale 8,294,039 (8,294,039 ) - Prepaid expenses and other current assets 266,443 (57,335 ) 209,108 Deposits 254,276 1,132 255,408 Accounts payable 330,123 (52,727 ) (277,396 ) Promissory note issued for lease cancellation - 225,000 225,000 Accrued payroll (96,159 ) 96,159 - Right of use asset (1,947,804 ) 1,947,804 - Escrows held (30,524 ) 30,524 - Warehouse lines of credit, net (8,237,999 ) 8,237,999 - Deferred rent (641,627 ) 641,627 - Lease liability 2,159,951 (2,159,951 ) - Other changes 145,691 (145,691 ) - Accrued expenses and other liabilities (60,908 ) 60,908 - Net Cash Provided by (Used in) $ (8,436,877 ) $ 8,948,344 $ 289,035 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (26 ) 26 - Purchases of software and property and equipment (1,914,772 ) (1 ) (1,914,773 ) Net Cash Used in Investing Activities $ (1,914,798 ) $ 25 $ (1,914,773 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments from BDCRI loan (71,575 ) 71,575 - Net borrowings under warehouse line of credit - (8,237,999 ) (8,237,999 ) Net borrowings under operating lines of credit - (1,025 ) (1,025 ) Repayments under notes and convertible notes payable - (225,000 ) (225,000 ) Proceeds from promissory note 225,000 (225,000 ) - Repayment of promissory note (112,500 ) 112,500 - Series A warrants exercised 4,711,476 (4,711,476 ) - Proceeds from convertible notes issued 852,642 (120,030 ) 732,612 Proceeds from convertible notes issued - related party 2,985,148 615,852 3,601,000 Proceeds from the issuance of preferred stock upon warrant exercises - 4,711,476 4,711,476 Amortization of debt discount 254,223 (254,223 ) - 2022 warrants issued 169,442 (169,442 ) - 2022 warrants issued - related party 593,226 (593,226 ) - Repayments of (700,000 ) - (700,000 ) Proceeds from corporation note 100,000 (100,000 ) - Net Cash Provided by (Used in) $ 9,007,082 $ (9,126,018 ) $ (118,936 ) Effect of exchange rate changes on cash $ 70,298 $ (140,596 ) (70,298 ) Net decrease in cash (1,274,295 ) (540,675 ) (1,814,972 ) Cash and cash equivalents - beginning of year 1,407,520 540,675 $ 1,948,195 Cash and cash equivalents - end of year $ 133,223 $ - $ 133,223 BEELINE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS For the Nine Months Ended September 30, 2024 and 2023 (Unaudited) BEELINE FINANCIAL HOLDINGS, INC. INDEX TO FINANCIAL STATEMENTS Page Consolidated Balance Sheets - As of September 30, 2024 (unaudited) and December 31, 2023 F-87 Consolidated Statements of Operations and Comprehensive Loss - For the Nine Months Ended September 30, 2024 and 2023 (unaudited) F-88 Consolidated Statements of Changes in Stockholders’ Deficit – For the Nine Months Ended September 30, 2024 and 2023 (unaudited) F-89 Consolidated Statements of Cash Flows - For the Nine Months Ended September 30, 2024 and 2023 (unaudited) F-90 Notes to Unaudited Consolidated Financial Statements F-91 BEELINE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES September 30, December 31, 2024 2023 (Unaudited) Assets Current Assets: Cash and cash equivalents $ 102,672 $ 3,351 Restricted cash 91,041 187,006 Mortgage loans held for sale, at fair value 6,271,551 2,301,012 Interest rate lock derivative 62,796 57,505 Prepaid expenses and other current assets 247,441 82,137 Total Current Assets 6,775,501 2,631,011 Property and equipment, net 195,161 308,693 Software development costs, net 4,030,624 4,863,090 Right of use assets 1,412,131 1,643,432 Equity method investment 96,500 - Security deposit 58,492 58,181 Total Assets $ 12,568,409 $ 9,504,407 Liabilities & Stockholders’ Deficit Current Liabilities: Accounts payable $ 1,672,225 $ 1,349,112 Debt, convertible notes, net of debt discount 2,265,438 - Warehouse lines of credit 5,996,846 2,157,119 Lease liability, current portion 335,416 323,959 Overdraft liability - 35,162 Loan payable - 91,999 Loan payable, related party 908,432 1,050,179 Loan payable 908,432 1,050,179 BDC loan, current portion 109,005 104,346 Accrued payroll 712,381 300,132 Escrows held for others 42,885 4,906 Accrued expenses and other current liabilities 110,907 29,329 Total Current Liabilities 12,153,535 5,446,243 Long Term Liabilities: Debt, convertible notes - 8,889,261 Debt, convertible notes - related party - 8,986,493 Accrued interest on convertible notes - 965,378 BDC Loan 185,462 187,500 Loan 185,462 187,500 Lease liability, net of current portion 1,273,314 1,526,825 Total Long Term Liabilities 1,458,776 20,555,457 Total Liabilities 13,612,311 26,001,700 COMMITMENTS AND CONTINGENCIES (See Note 12) - Stockholders’ Deficit: Preferred stock, $ 0.00001 3,282,896 Series A preferred stock, 172,260 172,260 247,960 2 2 Series B preferred stock, 3,110,636 2,386,653 0 24 - Preferred stock, value 24 - Common stock, $ 0.00001 27,717,104 10,255,302 1,644,040 102 16 Common stock, value 102 16 Additional paid in capital 36,681,230 22,274,390 Accumulated other comprehensive loss (88,095 ) (95,728 ) Accumulated deficit (37,252,280 ) (38,369,200 ) Total Beeline Financial Holdings, Inc. stockholders’ deficit Stockholders’ deficit Non-controlling interest (384,885 ) (306,773 ) Total Stockholders’ Deficit (1,043,902 ) (16,497,293 ) Total Liabilities & Stockholders’ Deficit $ 12,568,409 $ 9,504,407 The accompanying notes are an integral part of these unaudited consolidated financial statements. BEELINE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES (Unaudited) For the Nine Months Ended September 30, 2024 2023 Revenues Gain on sale of loans, net $ 2,394,250 $ 2,215,221 Interest Income, net (45,058 ) (39,344 ) Loan origination fees 503,306 248,573 Title fees 756,411 396,086 Data and tech services 28,298 91,990 REVENUES, NET 3,637,207 2,912,526 Operating Expenses Salaries and benefits 4,885,059 4,380,769 Payroll taxes 365,294 302,702 Professional fees 1,641,025 955,121 Marketing and advertising 1,618,472 1,356,123 Loan originating expenses 1,076,853 644,592 Depreciation and amortization 1,325,505 1,187,641 Rent and utilities 312,391 386,523 Computer and software 435,105 474,460 Title operation expense 234,971 156,732 Travel and entertainment 38,196 58,800 Insurance expense 132,193 158,094 Other expenses 147,480 172,327 Total Operating Expenses 12,212,544 10,233,884 Operating Loss (8,575,337 ) (7,321,358 ) Other Income/Expenses Other income 350 245,369 Interest expense (1,430,412 ) (198,846 ) Legal settlement (300,000 ) - Gain on extinguishment of debt 11,344,207 - Total Other Income 9,614,145 46,523 NET INCOME (LOSS) $ 1,038,808 $ (7,274,835 ) Net loss of subsidiary attributable to noncontrolling interest 78,112 120,875 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS 1,116,920 (7,153,960 ) OTHER COMPREHENSIVE INCOME Unrealized foreign currency translation gain 7,663 3,608 TOTAL OTHER COMPREHENSIVE INCOME 7,663 3,608 TOTAL COMPREHENSIVE INCOME (LOSS) $ 1,202,695 $ (7,029,477 ) The accompanying notes are an integral part of these unaudited consolidated financial statements. BEELINE FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Unaudited) Shares Amount Shares Amount Shares Amount Capital Deficit Interest Loss Deficit Series A Preferred Stock Series B Preferred Stock Common Stock Additional Paid-in Accumulated Non-Controlling Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Loss Deficit Balance, December 31, 2023 247,960 $ 2 - $ - 1,644,040 $ 16 $ 22,274,390 $ (38,369,200 ) $ (306,773 ) $ (95,728 ) $ (16,497,293 ) Sale of common stock for cash - - - - 1,278,055 13 1,917,128 - - - 1,917,141 Preferred stock exchanged for convertible notes (75,700 ) - - - - - (1,750,079 ) - - - (1,750,079 ) Shares issued for conversion of debt - - 1,646,157 17 7,333,207 73 13,468,955 - - - 13,469,045 Series B preferred stock issued in connection with convertible debt - - 740,496 7 - - 770,836 - - - 770,843 Foreign currency translation adjustments - - - - - - - - - 7,633 7,633 Net income - - - - - - - 1,116,920 (78,112 ) - 1,038,808 Balance, September 30, 2024 172,260 $ 2 2,386,653 $ 24 10,255,302 $ 102 $ 36,681,230 $ (37,252,280 ) $ (3384,885 ) $ (88,095 ) $ (1,043,902 ) Shares Amount Shares Amount Shares Amount Capital Deficit Interest Loss Deficit Series A Preferred Stock Series B Preferred Stock Common Stock Additional Paid-in Accumulated Non-Controlling Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Interest Loss Deficit Balance, December 31, 2022 472,190 $ 5 - $ - 164,440 $ 16 $ 27,106,404 $ (27,628,717 ) $ (147,534 ) $ (79,836 ) $ (749,662 ) Balance 472,190 $ 5 - $ - 164,440 $ 16 $ 27,106,404 $ (27,628,717 ) $ (147,534 ) $ (79,836 ) $ (749,662 ) Preferred stock exchanged for convertible notes (203,320 ) (2 ) - - - - (4,706,536 ) - - - (4,706,538 ) Stock-based compensation expense - - - - - - 281,060 - - - 281,060 Foreign currency translation adjustments - - - - - - - - - 3,608 3,608 Net loss - - - - - - - (7,153,960 ) (120,875 ) - (7,274,835 ) Net Income (loss) - - - - - - - (7,153,960 ) (120,875 ) - (7,274,835 ) Balance, September 30, 2023 268,870 $ 3 - $ - 164,440 $ 16 $ 22,680,928 $ (34,782,677 ) $ (268,409 ) $ (76,228 ) $ (12,446,367 ) Balance 268,870 $ 3 - $ - 164,440 $ 16 $ 22,680,928 $ (34,782,677 ) $ (268,409 ) $ (76,228 ) $ (12,446,367 ) The accompanying notes are an integral part of these unaudited consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 2024 2023 For the Nine Months Ended September 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ 1,038,808 $ (7,274,835 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 1,325,505 1,187,641 Gain on sale mortgage loans held for sale, net of direct costs (705,967 ) (373,162 ) Amortization of debt discount to interest expense 519,902 2,621 Stock-based compensation - 281,060 Non-cash gain on extinguishment of debt (11,344,207 ) Changes in operating assets and liabilities: Proceeds from principal payments and sales of loans held for sale 70,737,835 75,299,655 Originations and purchases of mortgage loans held for sale (74,002,407 ) (74,002,407 ) Accounts receivable - - Derivative assets (5,291 ) - Prepaid expenses and other current assets (15,304 ) (413,545 ) Deposits (311 ) 1,184 Accounts payable and accrued expenses 819,757 206,525 Promissory note issued for lease cancellation - - Accrued interest payable 629,917 (77,883 ) Lease liability (10,753 ) (3,030 ) Net Cash Used in Operating Activities (11,012,516 ) (5,166,176 ) CASH FLOWS FROM INVESTING ACTIVITIES: Investmnet in equity method investee (96,500 ) - Purchases of software and property and equipment (379,507 ) (665,806 ) Net Cash Used in Investing Activities (476,007 ) (665,806 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) under warehouse line of credit 3,839,727 (1,038,794 ) Repayments under notes and convertible notes payable (91,999 ) (104,745 ) Net borrowings under operating lines of credit - - Borrowings under notes and convertible notes payable 5,961,124 7,025,665 Borrowings under notes and convertible notes payable, related party (141,747 ) - Proceeds from the sale of common stock 1,917,141 - Net Cash Provided by Financing Activities 11,484,246 5,882,126 Effect of exchange rate changes on cash 7,633 3,608 Net increase in cash 3,356 53,752 Cash and cash equvalents - beginning of period 190,357 133,223 Cash and cash equivalents - end of period $ 193,713 $ 186,975 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year: Interest $ - $ - Income Tax $ - $ - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Preferred stock exchanged for convertible notes $ 1,750,079 $ 4,706,538 Convertible notes and accrued interest exchanged for common stock and Series B preferred stock $ 13,469,045 $ - Issuincxe of Series B reflects as debt discount $ 770,843 $ - Convertible note issued for future services $ 150,000 $ - Convertible note issued for accrued interest $ 10,000 $ - The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet that sum to the same such amounts shown in the consolidated statement of cash flows: 2024 2023 September 30, 2024 2023 Cash and cash equivalents $ 102,672 $ - Restricted cash 91,041 186,975 Total cash and cash equivalents and restricted cash $ 193,713 $ 186,975 The accompanying notes are an integral part of these unaudited consolidated financial statements. BEELINE FINANCIAL HOLDINGS, INC. September 30, 2024 (Unaudited) |