arcee-ai/sec-data-full · Datasets at Hugging Face

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receivable 48,930 95,216 Inventory 389,110 ( 565,264 ) Prepaid
expenses and other assets 182,366 ( 495,831 ) Accounts
payable and accrued expenses 719,890 962,464 Impact
on lease liability ( 177,282 ) ( 15,931 ) Change
on contract liabilities ( 950,640 ) 85,761 Deferred
taxes 75,000 ( 84,000 ) Customer
deposits 94,302 965,254 Due
to related parties 3,570 7,140 Net
cash provided by (used in) operating activities from continuing operations ( 897,566 ) 137,500 Net
cash provided by (used in) operating activities from discontinued operations ( 170,580 ) 3,788,983 Net
cash provided by (used in) operating activities ( 1,068,146 ) 3,926,483 INVESTING ACTIVITIES Net cash
acquired in (paid for) acquisitions ( 15,857,295 ) 1,409,936 Proceeds
from sale of property and equipment 25,000 - Proceeds from disposition of subsidiary 325,000 Investments
in certificates of deposit - ( 276,270 ) Purchase
of property and equipment ( 177,475 ) ( 72,794 ) Net
cash provided by (used in) investing activities from continuing operations ( 15,684,770 ) 1,060,872 Net
cash provided by investing activities from discontinued operations 644,303 72,001 Net
cash provided by (used in) investing activities ( 15,040,467 ) 1,132,873 FINANCING ACTIVITIES Proceeds from convertible notes payable, net of fees and debt discounts 23,744,975 - Proceeds
of notes payables 3,550,000 21,968 Payment of vesting notes payable – related party ( 100,000 ) - Proceeds
from (repayment on) lines of credit ( 301,081 ) 301,081 Repayment
of grid note – related party ( 56,900 ) ( 62,500 ) Payments
to sellers ( 977,686 ) ( 4,356,162 ) Payments
on notes payable ( 5,021,511 ) ( 856,225 ) Proceeds
from issuance of preferred shares, net of costs 3,000,000 4,921,315 Proceeds
from exercise of stock options and warrants - 212,500 Redemption of preferred shares ( 6,054,241 ) - Dividends paid on preferred shares ( 1,032,806 ) - Financing
fees ( 165,230 ) - Net
cash provided by financing activities from continuing operations 16,585,520 181,977 Net
cash provided by (used in) financing activities from discontinued operations ( 208,693 ) 4,449,634 Net
cash provided by financing activities 16,376,827 4,631,611 NET CHANGE IN CASH AND RESTRICTED
CASH – Continuing Operations 3,184 1,380,349 NET
CHANGE IN CASH AND RESTRICTED CASH – Discontinued Operations ( 265,030 ) 8,310,618 CASH
AND RESTRICTED CASH AVAILABLE – Discontinued Operations 265,030 ( 8,310,618 ) CASH AND RESTRICTED CASH –
Continuing Operations Beginning
of year 1,380,349 - End
of year $ 1,383,533 $ 1,380,349 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, 2021 AND 2020 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 (see Note 10). 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 (see Note 10). 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 December 22, 2020, the Company and its wholly-owned
subsidiary 1847 Wolo Inc. (“1847 Wolo”) entered into a stock purchase agreement with Wolo Mfg. Corp., a New York corporation
(“Wolo Mfg”), and Wolo Industrial Horn & Signal, Inc., a New York corporation (“Wolo H&S”), and Barbara
Solow and Stanley Solow (together, the “Wolo Sellers”), pursuant to which 1847 Wolo acquired all of the issued and outstanding
stock of Wolo Mfg and Wolo H&S on March 30, 2021 (see Note 10). As a result of this transaction, the Company owns 92.5% of 1847 Wolo,
with the remaining 7.5% held by a third-party, and 1847 Wolo owns 100% of Wolo Mfg and Wolo H&S. On September 23, 2021, 1847 Cabinet entered into
a securities purchase agreement with High Mountain Door & Trim Inc., a Nevada corporation (“High Mountain”), and Sierra
Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company (“Innovative Cabinets”), and Steven
J. Parkey and Jose D. Garcia-Rendon (together, the “H&I Sellers”), pursuant to which 1847 Cabinet acquired all of the
issued and outstanding capital stock or other equity securities of High Mountain and Innovative Cabinets on October 8, 2021 (see Note
10). As a result of this transaction, 1847 Cabinet owns 92.5% of High Mountain and Innovative Cabinets, with the remaining 7.5% held
by a third-party. The Company previously owned two additional companies,
1847 Neese Inc. and 1847 Goedeker Inc. On March 3, 2017, the Company’s wholly
owned subsidiary 1847 Neese Inc., a Delaware corporation (“1847 Neese”), entered into a stock purchase agreement with Neese,
Inc., an Iowa corporation (“Neese”), and Alan Neese and Katherine Neese (the “Neese Sellers”), pursuant to which
1847 Neese acquired all of the issued and outstanding capital stock of Neese on March 3, 2017. As a result of this transaction, the Company
owned 55% of 1847 Neese, with the remaining 45% held by the Neese Sellers. On April 19, 2021, the Company entered into a stock purchase
agreement with the Neese Sellers, pursuant to which the Neese Sellers purchased the Company’s 55% ownership interest in 1847 Neese
for a purchase price of $325,000 in cash (the “Neese Spin-Off”). As a result of the Neese Spin-Off, 1847 Neese is no longer
a subsidiary of the Company. On January 10, 2019, the Company established
1847 Goedeker Inc. (“Goedeker”) as a wholly owned subsidiary in the State of Delaware in connection with the proposed acquisition
of assets from Goedeker Television Co., a Missouri corporation (“Goedeker Television”). On March 20, 2019, the Company established
1847 Goedeker Holdco Inc. (“Holdco”) as a wholly owned subsidiary in the State of Delaware and subsequently transferred all
of its shares in Goedeker to Holdco, such that Goedeker became a wholly owned subsidiary of Holdco. On January 18, 2019, Goedeker entered
into an asset purchase agreement with Goedeker Television and Steve Goedeker and Mike Goedeker, pursuant to which Goedeker acquired substantially
all of the assets of Goedeker Television used in its retail appliance and furniture business on April 5, 2019. As a result of this transaction,
the Company owned 70% of Holdco, with the remaining 30% held by third parties, and Holdco owned 100% of Goedeker. On August 4, 2020,
Holdco distributed all of its shares of Goedeker to its stockholders in accordance with their pro rata ownership in Holdco, after which
time Holdco was dissolved. Following this transaction, and the closing of Goedeker’s initial public offering on August 4, 2020
(the “Goedeker IPO”), the Company owned approximately 54.41% of Goedeker. On October 23, 2020, the Company distributed all
of the shares of Goedeker that it held to its shareholders (the “Goedeker Spin-Off”). As a result of the Goedeker Spin-Off,
Goedeker is no longer a subsidiary of the Company. F- 8 1847 HOLDINGS LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 The consolidated financial statements include
the accounts of the Company and its consolidated subsidiaries, 1847 Asien, 1847 Cabinet, 1847 Wolo, Asien’s, Kyle’s, High
Mountain, Innovative Cabinets, Wolo Mfg and Wolo H&S. All significant intercompany balances and transactions have been eliminated
in consolidation. NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have
been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”)
and are presented in US dollars. The results of Goedeker are included within discontinued
operations for year ended December 31, 2020. The results of 1847 Neese are included within
discontinued operations for the years ended December 31, 2021 and 2020. The Company retrospectively updated the consolidated financial
statements for the year ended December 31, 2020 to reflect this change. Accounting Basis The Company uses the accrual basis of accounting
and GAAP. The Company has adopted a calendar year end. Segment Reporting The Financial Accounting Standards Board (“FASB”)
Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting , requires that an enterprise report selected
information about reportable segments in its financial reports issued to its stockholders. The Company has three reportable segments
- the Retail and Appliances Segment, which is operated by Asien’s, the Construction Segment, which is operated by Kyle’s,
High Mountain and Innovative Cabinets, and the Automotive Supplies Segment, which is operated by Wolo Mfg and Wolo H&S (together,
“Wolo”). The Retail and Appliances Segment is comprised
of the business of Asien’s, which is based in Santa Rosa, CA, and provides a wide variety of appliance services including sales,
delivery, installation, service and repair, extended warranties, and financing. The Construction Segment is comprised of the businesses of Kyle’s,
High Mountain and Innovative Cabinets. Kyle’s, which is based in Boise, Idaho, provides a wide variety of construction services
including custom design and build of kitchen and bathroom cabinetry, delivery, installation, service and repair, extended warranties,
and financing. High Mountain, which is based in Reno, Nevada, specializes in all aspects of finished carpentry products and services,
including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, and fireplace
mantles, among others, as well as window installation. Innovative Cabinets, also based in Reno, Nevada, specializes in custom cabinetry

receivable 48,930 95,216 Inventory 389,110 ( 565,264 ) Prepaid

expenses and other assets 182,366 ( 495,831 ) Accounts

payable and accrued expenses 719,890 962,464 Impact

on lease liability ( 177,282 ) ( 15,931 ) Change

on contract liabilities ( 950,640 ) 85,761 Deferred

taxes 75,000 ( 84,000 ) Customer

deposits 94,302 965,254 Due

to related parties 3,570 7,140 Net

cash provided by (used in) operating activities from continuing operations ( 897,566 ) 137,500 Net

cash provided by (used in) operating activities from discontinued operations ( 170,580 ) 3,788,983 Net

cash provided by (used in) operating activities ( 1,068,146 ) 3,926,483 INVESTING ACTIVITIES Net cash

acquired in (paid for) acquisitions ( 15,857,295 ) 1,409,936 Proceeds

from sale of property and equipment 25,000 - Proceeds from disposition of subsidiary 325,000 Investments

in certificates of deposit - ( 276,270 ) Purchase

of property and equipment ( 177,475 ) ( 72,794 ) Net

cash provided by (used in) investing activities from continuing operations ( 15,684,770 ) 1,060,872 Net

cash provided by investing activities from discontinued operations 644,303 72,001 Net

cash provided by (used in) investing activities ( 15,040,467 ) 1,132,873 FINANCING ACTIVITIES Proceeds from convertible notes payable, net of fees and debt discounts 23,744,975 - Proceeds

of notes payables 3,550,000 21,968 Payment of vesting notes payable – related party ( 100,000 ) - Proceeds

from (repayment on) lines of credit ( 301,081 ) 301,081 Repayment

of grid note – related party ( 56,900 ) ( 62,500 ) Payments

to sellers ( 977,686 ) ( 4,356,162 ) Payments

on notes payable ( 5,021,511 ) ( 856,225 ) Proceeds

from issuance of preferred shares, net of costs 3,000,000 4,921,315 Proceeds

from exercise of stock options and warrants - 212,500 Redemption of preferred shares ( 6,054,241 ) - Dividends paid on preferred shares ( 1,032,806 ) - Financing

fees ( 165,230 ) - Net

cash provided by financing activities from continuing operations 16,585,520 181,977 Net

cash provided by (used in) financing activities from discontinued operations ( 208,693 ) 4,449,634 Net

cash provided by financing activities 16,376,827 4,631,611 NET CHANGE IN CASH AND RESTRICTED

CASH – Continuing Operations 3,184 1,380,349 NET

CHANGE IN CASH AND RESTRICTED CASH – Discontinued Operations ( 265,030 ) 8,310,618 CASH

AND RESTRICTED CASH AVAILABLE – Discontinued Operations 265,030 ( 8,310,618 ) CASH AND RESTRICTED CASH –

Continuing Operations Beginning

of year 1,380,349 - End

of year $ 1,383,533 $ 1,380,349 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, 2021 AND 2020 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 (see Note 10). 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 (see Note 10). 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 December 22, 2020, the Company and its wholly-owned

subsidiary 1847 Wolo Inc. (“1847 Wolo”) entered into a stock purchase agreement with Wolo Mfg. Corp., a New York corporation

(“Wolo Mfg”), and Wolo Industrial Horn & Signal, Inc., a New York corporation (“Wolo H&S”), and Barbara

Solow and Stanley Solow (together, the “Wolo Sellers”), pursuant to which 1847 Wolo acquired all of the issued and outstanding

stock of Wolo Mfg and Wolo H&S on March 30, 2021 (see Note 10). As a result of this transaction, the Company owns 92.5% of 1847 Wolo,

with the remaining 7.5% held by a third-party, and 1847 Wolo owns 100% of Wolo Mfg and Wolo H&S. On September 23, 2021, 1847 Cabinet entered into

a securities purchase agreement with High Mountain Door & Trim Inc., a Nevada corporation (“High Mountain”), and Sierra

Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company (“Innovative Cabinets”), and Steven

J. Parkey and Jose D. Garcia-Rendon (together, the “H&I Sellers”), pursuant to which 1847 Cabinet acquired all of the

issued and outstanding capital stock or other equity securities of High Mountain and Innovative Cabinets on October 8, 2021 (see Note

10). As a result of this transaction, 1847 Cabinet owns 92.5% of High Mountain and Innovative Cabinets, with the remaining 7.5% held

by a third-party. The Company previously owned two additional companies,

1847 Neese Inc. and 1847 Goedeker Inc. On March 3, 2017, the Company’s wholly

owned subsidiary 1847 Neese Inc., a Delaware corporation (“1847 Neese”), entered into a stock purchase agreement with Neese,

Inc., an Iowa corporation (“Neese”), and Alan Neese and Katherine Neese (the “Neese Sellers”), pursuant to which

1847 Neese acquired all of the issued and outstanding capital stock of Neese on March 3, 2017. As a result of this transaction, the Company

owned 55% of 1847 Neese, with the remaining 45% held by the Neese Sellers. On April 19, 2021, the Company entered into a stock purchase

agreement with the Neese Sellers, pursuant to which the Neese Sellers purchased the Company’s 55% ownership interest in 1847 Neese

for a purchase price of $325,000 in cash (the “Neese Spin-Off”). As a result of the Neese Spin-Off, 1847 Neese is no longer

a subsidiary of the Company. On January 10, 2019, the Company established

1847 Goedeker Inc. (“Goedeker”) as a wholly owned subsidiary in the State of Delaware in connection with the proposed acquisition

of assets from Goedeker Television Co., a Missouri corporation (“Goedeker Television”). On March 20, 2019, the Company established

1847 Goedeker Holdco Inc. (“Holdco”) as a wholly owned subsidiary in the State of Delaware and subsequently transferred all

of its shares in Goedeker to Holdco, such that Goedeker became a wholly owned subsidiary of Holdco. On January 18, 2019, Goedeker entered

into an asset purchase agreement with Goedeker Television and Steve Goedeker and Mike Goedeker, pursuant to which Goedeker acquired substantially

all of the assets of Goedeker Television used in its retail appliance and furniture business on April 5, 2019. As a result of this transaction,

the Company owned 70% of Holdco, with the remaining 30% held by third parties, and Holdco owned 100% of Goedeker. On August 4, 2020,

Holdco distributed all of its shares of Goedeker to its stockholders in accordance with their pro rata ownership in Holdco, after which

time Holdco was dissolved. Following this transaction, and the closing of Goedeker’s initial public offering on August 4, 2020

(the “Goedeker IPO”), the Company owned approximately 54.41% of Goedeker. On October 23, 2020, the Company distributed all

of the shares of Goedeker that it held to its shareholders (the “Goedeker Spin-Off”). As a result of the Goedeker Spin-Off,

Goedeker is no longer a subsidiary of the Company. F- 8 1847 HOLDINGS LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 The consolidated financial statements include

the accounts of the Company and its consolidated subsidiaries, 1847 Asien, 1847 Cabinet, 1847 Wolo, Asien’s, Kyle’s, High

Mountain, Innovative Cabinets, Wolo Mfg and Wolo H&S. All significant intercompany balances and transactions have been eliminated

in consolidation. NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have

been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”)

and are presented in US dollars. The results of Goedeker are included within discontinued

operations for year ended December 31, 2020. The results of 1847 Neese are included within

discontinued operations for the years ended December 31, 2021 and 2020. The Company retrospectively updated the consolidated financial

statements for the year ended December 31, 2020 to reflect this change. Accounting Basis The Company uses the accrual basis of accounting

and GAAP. The Company has adopted a calendar year end. Segment Reporting The Financial Accounting Standards Board (“FASB”)

Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting , requires that an enterprise report selected

information about reportable segments in its financial reports issued to its stockholders. The Company has three reportable segments

- the Retail and Appliances Segment, which is operated by Asien’s, the Construction Segment, which is operated by Kyle’s,

High Mountain and Innovative Cabinets, and the Automotive Supplies Segment, which is operated by Wolo Mfg and Wolo H&S (together,

“Wolo”). The Retail and Appliances Segment is comprised

of the business of Asien’s, which is based in Santa Rosa, CA, and provides a wide variety of appliance services including sales,

delivery, installation, service and repair, extended warranties, and financing. The Construction Segment is comprised of the businesses of Kyle’s,

High Mountain and Innovative Cabinets. Kyle’s, which is based in Boise, Idaho, provides a wide variety of construction services

including custom design and build of kitchen and bathroom cabinetry, delivery, installation, service and repair, extended warranties,

and financing. High Mountain, which is based in Reno, Nevada, specializes in all aspects of finished carpentry products and services,

including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, and fireplace

mantles, among others, as well as window installation. Innovative Cabinets, also based in Reno, Nevada, specializes in custom cabinetry