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of series B preferred shares and warrants - - - - - - - - 172,050 - - 172,050 Issuance |
of common shares upon cashless exercise of warrants - - - - - 126,669 126 - ( 126 ) - - - Issuance |
of common shares upon partial extinguishment of convertible notes payable - - - - - 800,000 800 - 4,639,200 - - 4,640,000 Issuance |
of common shares upon partial extinguishment of related party note payable - - - - - 189,815 190 - 1,100,737 - - 1,100,927 Issuance |
of common shares upon settlement of debt - - - - - 285,067 285 - 1,653,104 - - 1,653,389 Issuance |
of common shares and warrants in connection with a public offering - - - - - 1,428,572 1,429 - 5,147,271 - - 5,148,700 Issuance |
of warrants in connection with notes payable - - - - - - - - 402,650 - - 402,650 Reclassification |
of preferred shares from mezzanine equity to permanent equity 1,684,849 1,415,100 481,566 1,257,650 - - - - - - - 2,672,750 Redemption |
of series A preferred shares ( 90,909 ) ( 76,354 ) - - - - - - - ( 132,737 ) - ( 209,091 ) Redemption |
of series B preferred shares - - ( 16,667 ) ( 43,469 ) - - - - - ( 14,032 ) - ( 57,501 ) Dividends |
– common shares - - - - - - - - - ( 1,093,354 ) - ( 1,093,354 ) Dividends |
– series A preferred shares - - - - - - - - - ( 590,162 ) - ( 590,162 ) Dividends |
– series B preferred shares - - - - - - - - - ( 162,268 ) - ( 16,268 ) Deemed |
dividend – down round provision in warrants - - - - - - - - 9,012,730 ( 9,012,730 ) - - Net |
loss - - - - - - - - - ( 10,159,600 ) ( 642,313 ) ( 10,801,913 ) Balance |
at December 31, 2022 1,593,940 $ 1,338,746 464,899 $ 1,214,181 $ 1,000 4,079,137 $ 4,079 $ ( 2,000,000 ) $ 43,962,606 $ ( 41,919,277 ) $ 288,499 $ 2,889,834 The |
accompanying notes are an integral part of these consolidated financial statements F- 6 1847 |
HOLDINGS LLC CONSOLIDATED |
STATEMENTS OF CASH FLOWS Years |
Ended December |
31 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 10,801,913 ) $ ( 3,480,752 ) Adjustments to reconcile net loss to net cash |
used in operating activiti Income from discontinued |
operations - ( 240,405 ) Gain on disposition of |
subsidiary - ( 3,282,804 ) Gain on forgiveness of |
debt - ( 360,302 ) Gain on disposal of property |
and equipment ( 65,417 ) ( 10,885 ) Loss on redemption of |
preferred shares - 4,017,553 Loss on extinguishment |
of debt 2,039,815 - Loss on write-down of |
contingent note payable 158,817 602,204 Deferred tax asset (liability) ( 1,471,000 ) 75,000 Inventory reserve 38,000 - Depreciation and amortization 2,037,112 908,982 Amortization of debt |
discounts 1,900,194 382,565 Amortization of right-of-use |
assets 593,121 181,032 Changes in operating assets and liabiliti Receivables ( 1,836,572 ) 48,930 Contract assets ( 1,108 ) - Inventories 1,205,283 389,110 Prepaid expenses and |
other current assets 202,173 182,366 Other assets 3,494 - Accounts payable and |
accrued expenses 2,992,107 719,890 Contract liabilities ( 194,608 ) ( 950,640 ) Customer deposits ( 405,601 ) 94,302 Due to related parties - 3,570 Operating |
lease liabilities ( 525,374 ) ( 177,282 ) Net cash used in operating |
activities from continuing operations ( 4,131,477 ) ( 897,566 ) Net |
cash used in operating activities from discontinued operations - ( 170,580 ) Net |
cash used in operating activities ( 4,131,477 ) ( 1,068,146 ) CASH FLOWS FROM INVESTING ACTIVITIES Net cash paid in |
acquisitions - ( 15,857,295 ) Purchases of property |
and equipment ( 256,677 ) ( 177,475 ) Proceeds from disposal |
of property and equipment 97,140 25,000 Proceeds from disposition |
of subsidiary - 325,000 Investments |
in certificates of deposit ( 881 ) - Net cash used in investing |
activities from continuing operations ( 160,418 ) ( 15,684,770 ) Net |
cash provided by investing activities from discontinued operations - 644,303 Net |
cash used in investing activities ( 160,418 ) ( 15,040,467 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from convertible |
notes payable, net of fees and debt discounts - 23,744,975 Net proceeds from notes |
payable 499,600 3,550,000 Payment of notes |
payable – related party - ( 100,000 ) Proceeds from (repayment |
on) lines of credit - ( 301,081 ) Repayment of grid note |
– related party - ( 56,900 ) Net proceeds from issuance |
of common shares and warrants in public offering 5,148,700 - Net proceeds from issuance |
of series A senior convertible preferred shares - 3,000,000 Net proceeds from issuance |
of series B senior convertible preferred shares 1,429,700 - Repayments of notes payable |
and finance lease liabilities ( 977,907 ) ( 5,021,511 ) Repayments to sellers - ( 977,686 ) Cash paid for financing |
costs - ( 165,230 ) Redemption of series |
A senior convertible preferred shares ( 209,091 ) ( 6,054,241 ) Redemption of series |
B senior convertible preferred shares ( 57,501 ) - Dividends on series A |
senior convertible preferred shares ( 590,162 ) ( 1,032,806 ) Dividends on series B |
senior convertible preferred shares ( 162,268 ) - Dividends |
on common shares ( 1,093,354 ) - Net cash provided by financing |
activities from continuing operations 3,987,717 16,585,520 Net |
cash used in financing activities from discontinued operations - ( 208,693 ) Net |
cash provided by financing activities 3,987,717 16,376,827 NET CHANGE IN CASH AND CASH EQUIVALENTS FROM |
CONTINUING OPERATIONS ( 304,178 ) 3,184 NET CHANGE IN CASH AND CASH EQUIVALENT FROM |
DISCONTINUED OPERATIONS - 265,030 CASH AND CASH EQUIVALENTS |
AVAILABLE FROM DISCONTINUED OPERATIONS - 265,030 CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS Beginning of the period 1,383,533 1,380,349 End of the period $ 1,079,355 $ 1,383,533 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash |
paid for interest $ 2,115,140 $ 176,204 Cash |
paid for income taxes $ 188,224 $ 50,000 NON-CASH INVESTING AND |
FINANCING ACTIVITIES Net |
assets acquired in the acquisition of High Mountain and Innovative Cabinets $ - $ 3,716,375 Net |
assets acquired in the acquisition of Wolo $ - $ 6,606,403 Due |
to seller (net cash paid to seller after closing) $ - $ 977,685 Notes |
payable sellers $ - $ 6,730,345 Accrued |
common share dividends $ - $ 242,160 Deemed |
dividend related to issuance of preferred shares $ - $ 1,527,086 Additional |
paid in capital – common shares and warrants issued $ - $ 757,792 Issuance |
of common shares upon conversion of series A preferred shares $ 111,986 $ - Issuance of common |
shares upon cashless exercise of warrants $ 126 $ - Deemed |
dividend from down round provision in warrants $ 9,012,730 $ - Financed |
purchases of property and equipment $ 568,764 $ 688,978 Debt |
discount on notes payable issued with warrants $ 503,050 $ - Operating |
lease right-of-use asset and liability remeasurement $ 254,713 $ 2,184,477 The |
accompanying notes are an integral part of these consolidated financial statements F- 7 1847 |
HOLDINGS LLC NOTES |
TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER |
31, 2022 AND 2021 NOTE 1—ORGANIZATION |
AND NATURE OF BUSINESS 1847 |
Holdings LLC (the “Company”) was formed under the laws of the State of Delaware on January 22, 2013. The Company is |
in the business of acquiring small businesses in a variety of different industries. On |
March 27, 2020, the Company and the Company’s wholly owned subsidiary 1847 Asien Inc., a Delaware corporation (“1847 Asien”), |
entered into a stock purchase agreement with Asien’s Appliance, Inc., a California corporation (“Asien’s”), and |
Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as trustees of the Wilhelmsen Family Trust, U/D/T Dated May 1, 1992 (the “Asien’s |
Seller”), pursuant to which 1847 Asien acquired all of the issued and outstanding stock of Asien’s on May 28, 2020. As a |
result of this transaction, the Company owns 95% of 1847 Asien, with the remaining 5% held by a third-party, and 1847 Asien owns 100% |
of Asien’s. On |
August 27, 2020, the Company and the Company’s wholly owned subsidiary 1847 Cabinet Inc., a Delaware corporation (“1847 Cabinet”), |
entered into a stock purchase agreement with Kyle’s Custom Wood Shop, Inc., an Idaho corporation (“Kyle’s”), |
and Stephen Mallatt, Jr. and Rita Mallatt (the “Kyle’s Sellers”), pursuant to which 1847 Cabinet acquired all of the |
issued and outstanding stock of Kyle’s on September 30, 2020. As a result of this transaction, the Company owns 92.5% of 1847 Cabinet, |
with the remaining 7.5% held by a third-party, and 1847 Cabinet owns 100% of Kyle’s. On |
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