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

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by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 10, 2023, there were 40,687,612 common shares of the
registrant issued and outstanding. 1847 HOLDINGS LLC Quarterly Report on Form 10-Q Period Ended June 30, 2023 TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations 26 Item 3. Quantitative and Qualitative Disclosures About
Market Risk 43 Item 4. Controls and Procedures 43 PART II OTHER INFORMATION Item 1. Legal Proceedings 45 Item 1A. Risk Factors 45 Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds 45 Item 3. Defaults Upon Senior Securities 45 Item 4. Mine Safety Disclosures 45 Item 5. Other Information 45 Item 6. Exhibits 45 i PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. 1847 HOLDINGS LLC UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS Page Condensed Consolidated Balance
Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 2 Condensed Consolidated Statements
of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) 3 Condensed Consolidated Statements
of Shareholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) 4 Condensed Consolidated Statements
of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited) 6 Notes to Condensed Consolidated
Financial Statements (Unaudited) 7 1 1847 HOLDINGS LLC CONDENSED
CONSOLIDATED BALANCE SHEETS June 30, 2023 December 31, 2022 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 559,650 $ 1,079,355 Investments 277,714 277,310 Receivables, net 8,724,992 5,215,568 Contract assets 63,531 89,574 Inventories, net 13,137,448 4,184,019 Prepaid expenses and other current assets 1,657,488 379,875 Total Current Assets 24,420,823 11,225,701 Property and equipment, net 2,192,637 1,885,206 Operating lease right-of-use assets 2,490,304 2,854,196 Long-term deposits 156,997 82,197 Intangible assets, net 9,563,745 9,985,129 Goodwill 19,452,270 19,452,270 TOTAL ASSETS $ 58,276,776 $ 45,484,699 LIABILITIES AND SHAREHOLDERS’
EQUITY Current Liabilities Accounts payable and accrued expenses $ 13,890,594 $ 6,741,769 Contract liabilities 2,895,975 2,353,295 Customer deposits 3,066,252 3,059,658 Due to related parties 193,762 193,762 Current portion of operating lease liabilities 734,146 713,100 Current portion of finance lease liabilities 185,806 185,718 Current portion of notes payable, net 4,929,560 551,210 Revolving line of credit 1,815,003 - Related party note payable 362,779 362,779 Total Current Liabilities 28,073,877 14,161,291 Operating lease liabilities, net of current portion 1,864,221 2,237,797 Finance lease liabilities, net of current portion 692,519 784,148 Notes payable, net of current portion 111,413 144,830 Convertible notes payable, net 25,049,196 24,667,799 Deferred tax liability, net 1,217,000 599,000 TOTAL LIABILITIES 57,008,226 42,594,865 Shareholders’ Equity Series A senior convertible preferred shares, no par value, 4,450,460 shares designated; 1,593,940 shares issued and outstanding as of June 30, 2023 and December 31, 2022 1,338,746 1,338,746 Series B senior convertible preferred shares, no par value, 583,334 shares designated; 379,899 and 464,899 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 992,495 1,214,181 Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022 1,000 1,000 Common shares, $ 0.001 par value, 500,000,000 shares authorized; 7,018,670 and 4,079,137 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 7,019 4,079 Distribution receivable ( 2,000,000 ) ( 2,000,000 ) Additional paid-in capital 48,179,715 43,962,606 Accumulated deficit ( 47,274,566 ) ( 41,919,277 ) TOTAL 1847 HOLDINGS SHAREHOLDERS’ EQUITY 1,244,409 2,601,335 NON-CONTROLLING INTERESTS 24,141 288,499 TOTAL SHAREHOLDERS’ EQUITY 1,268,550 2,889,834 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 58,276,776 $ 45,484,699 The accompanying notes are an integral part of
these condensed consolidated financial statements. 2 1847 HOLDINGS LLC CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 19,390,739 $ 12,891,243 $ 34,794,277 $ 24,965,121 Operating Expenses Cost of sales 12,470,695 7,871,372 22,037,203 15,513,476 Personnel 3,865,260 1,993,767 6,891,453 3,793,850 Depreciation and amortization 618,797 498,974 1,192,406 1,010,345 General and administrative 3,268,087 2,181,361 5,583,148 4,232,211 Total Operating Expenses 20,222,839 12,545,474 35,704,210 24,549,882 INCOME (LOSS) FROM OPERATIONS ( 832,100 ) 345,769 ( 909,933 ) 415,239 Other Income (Expense) Other income (expense) 18,800 357 51,968 675 Interest expense ( 2,225,415 ) ( 932,123 ) ( 4,043,130 ) ( 1,838,866 ) Gain (loss) on disposal of property and equipment - ( 671 ) - 32,076 Gain on bargain purchase - - 2,639,861 - Total Other Expense ( 2,206,615 ) ( 932,437 ) ( 1,351,301 ) ( 1,806,115 ) NET LOSS BEFORE INCOME TAXES ( 3,038,715 ) ( 586,668 ) ( 2,261,234 ) ( 1,390,876 ) INCOME TAX BENEFIT (EXPENSE) ( 931,321 ) 439,000 ( 661,321 ) 316,000 NET LOSS $ ( 3,970,036 ) $ ( 147,668 ) $ ( 2,922,555 ) $ ( 1,074,876 ) NET LOSS ATTRIBUTABLE TO NON-CONTROLLING
INTERESTS ( 199,305 ) ( 3,216 ) ( 264,358 ) ( 57,394 ) NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS $ ( 3,770,731 ) $ ( 144,452 ) $ ( 2,658,197 ) $ ( 1,017,482 ) PREFERRED SHARE DIVIDENDS ( 165,227 ) ( 208,281 ) ( 328,092 ) ( 343,496 ) DEEMED DIVIDENDS ( 534,000 ) - ( 2,369,000 ) - NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ ( 4,469,958 ) $ ( 352,733 ) $ ( 5,355,289 ) $ ( 1,360,978 ) LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - BASIC AND DILUTED $ ( 0.76 ) $ ( 0.28 ) $ ( 1.04 ) $ ( 1.10 ) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED 5,861,137 1,248,829 5,141,836 1,239,093 The accompanying notes are an integral part of
these condensed consolidated financial statements. 3 1847 HOLDINGS LLC CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) Three and Six Months Ended June 30, 2023 Series
A Senior Convertible Preferred Shares Series
B Senior Convertible Preferred Shares Allocation Common
Shares Distribution Additional Paid-In Accumulated Non- Controlling Total Shareholder’ Shares Amount Shares Amount Shares Shares Amount Receivable Capital Deficit Interests Equity 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 Issuance of common shares
upon settlement of accrued series A preferred share dividends - - - - - 99,505 100 - 152,568 - - 152,668 Issuance of common shares
and warrants in connection with a private debt offering - - - - - 415,605 416 - 1,359,946 - - 1,360,362 Issuance of common shares upon cashless exercise
of warrants - - - - - 61,389 61 - ( 61 ) - - - Deemed dividend from issuance
of warrants to common shareholders - - - - - - - - 618,000 ( 618,000 ) - - Deemed dividend from down
round provision in warrants - - - - - - - - 1,217,000 ( 1,217,000 ) - - Dividends - series A senior
convertible preferred shares - - - - - - - - - ( 110,045 ) - ( 110,045 ) Dividends - series B senior
convertible preferred shares - - - - - - - - - ( 52,820 ) - ( 52,820 ) Net
income (loss) - - - - - - - - - 1,112,534 ( 65,053 ) 1,047,481 Balance at March 31, 2023 1,593,940 $ 1,338,746 464,899 $ 1,214,181 $ 1,000 4,655,636 $ 4,656 $ ( 2,000,000 ) $ 47,310,059 $ ( 42,804,608 ) $ 223,446 $ 5,287,480 Issuance of common shares
upon settlement of accrued series A preferred share dividends - - - - - 187,075 187 - 111,082 - - 111,269 Issuance of common shares upon cashless exercise
of warrants - - - - - 1,238,929 1,239 - ( 1,239 ) - - - Issuance of common shares upon exercise of
warrants - - - - - 506,478 506 - 4,558 - - 5,064 Issuance of common shares
upon conversion of series B senior convertible preferred shares - - ( 85,000 ) ( 221,686 ) - 430,552 431 - 221,255 - - - Deemed dividend from down
round provision in warrants - - - - - - - - 534,000 ( 534,000 ) - - Dividends - series A senior
convertible preferred shares - - - - - - - - - ( 110,051 ) - ( 110,051 ) Dividends - series B senior
convertible preferred shares - - - - - - - - - ( 55,176 ) - ( 55,176 ) Net
loss - - - - - - - - - ( 3,770,731 ) ( 199,305 ) ( 3,970,036 ) Balance at June 30,
2023 1,593,940 $ 1,338,746 379,899 $ 992,495 $ 1,000 7,018,670 $ 7,019 $ ( 2,000,000 ) $ 48,179,715 $ ( 47,274,566 ) $ 24,141 $ 1,268,550 4 Three and Six Months Ended June 30, 2022 Series A Senior Convertible Preferred Shares Series B Senior Convertible Preferred Shares Allocation Common Shares Distribution Additional Paid-In Accumulated Non- Controlling Total Shareholders’ Equity Shares Amount Shares Amount Shares Shares Amount Receivable Capital Deficit Interests (Deficit) Balance at December 31, 2021 1,818,182 $ 1,655,404 - $ - $ 1,000 1,210,733 $ 1,211 $ ( 2,000,000 ) $ 21,723,042 $ ( 20,754,394 ) $ 930,812 $ ( 98,329 ) Issuance of common shares
upon conversion of series A senior convertible preferred shares ( 133,333 ) ( 111,986 ) - - - 38,096 38 - 111,948 - - 111,986 Issuance of series B senior
convertible preferred shares and warrants - - 426,999 1,113,650 - - - - 152,350 - - 152,350 Dividends - common shares - - - - - - - - - ( 249,762 ) - ( 249,762 ) Dividends - series A senior
convertible preferred shares - ( 128,318 ) - - - - - - - ( 121,455 ) - ( 121,455 ) Dividends - series B senior
convertible preferred shares - - - - - - - - - ( 13,760 ) - ( 13,760 ) Net
loss - - - - - - - - - ( 873,030 ) ( 54,178 ) ( 927,208 ) Balance at March 31,
2022 1,684,849 $ 1,415,100 426,999 $ 1,113,650 $ 1,000 1,248,829 $ 1,249 $ ( 2,000,000 ) $ 21,987,340 $ ( 22,012,401 ) $ 876,634 $ ( 1,146,178 ) Issuance of series B convertible
preferred shares and warrants - - 54,567 144,000 - - - - 19,700 - - 19,700 Dividends - series A senior
convertible preferred shares - - - - - - - - - ( 159,298 ) - ( 159,298 ) Dividends - series B senior
convertible preferred shares - - - - - - - - - ( 48,983 ) - ( 48,983 ) Net
loss - - - - - - - - - ( 144,452 ) ( 3,216 ) ( 147,668 ) Balance at June 30, 2022 1,684,849 $ 1,415,100 481,566 $ 1,257,650 $ 1,000 1,248,829 $ 1,249 $ ( 2,000,000 ) $ 22,007,040 $ ( 22,365,134 ) $ 873,418 $ ( 1,482,427 ) The accompanying notes are an integral part of
these condensed consolidated financial statements. 5 1847 HOLDINGS LLC CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED) Six
Months Ended June 30, 2023 2022 CASH
FLOWS FROM OPERATING ACTIVITIES Net
loss $ ( 2,922,555 ) $ ( 1,074,876 ) Adjustments
to reconcile net loss to net cash used in operating activiti Gain
on bargain purchase ( 2,639,861 ) - Gain
on disposal of property and equipment - ( 32,076 ) Deferred
tax asset (liability) 618,000 ( 513,000 ) Bad
debt expense 278,190 - Inventory
reserve 75,000 - Depreciation
and amortization 1,192,406 1,010,345 Amortization
of debt discounts 1,185,211 503,300 Amortization
of right-of-use assets 363,892 227,847 Changes
in operating assets and liabiliti Receivables ( 1,865,562 ) ( 1,755,930 ) Contract
assets 26,043 8,508 Inventories 968,903 431,893 Prepaid
expenses and other current assets ( 1,197,836 ) 331,323 Other
assets - 24,425 Accounts
payable and accrued expenses 1,173,458 1,941,047 Contract
liabilities 542,680 ( 1,334,606 ) Customer
deposits 6,594 ( 208,855 ) Operating
lease liabilities ( 352,530 ) ( 174,791 ) Net
cash used in operating activities ( 2,547,967 ) ( 615,446 ) CASH
FLOWS FROM INVESTING ACTIVITIES Cash
paid in acquisitions, net of cash acquired ( 3,670,887 ) - Purchases
of property and equipment ( 224,783 ) ( 197,301 ) Proceeds
from disposal of property and equipment - 39,998 Investments
in certificates of deposit ( 404 ) ( 527 ) Net
cash used in investing activities ( 3,896,074 ) ( 157,830 ) CASH
FLOWS FROM FINANCING ACTIVITIES Net
proceeds from issuance of series B senior convertible preferred shares - 1,429,700 Net
proceeds from notes payable 1,410,000 - Net
proceeds from issuance of common shares and warrants in connection with a private debt offering 3,549,518 - Net
proceeds from revolving line of credit 1,715,003 - Proceeds
from exercise of warrants 5,064 - Repayments
of notes payable and finance lease liabilities ( 649,578 ) ( 119,963 ) Accrued
series A preferred share dividends paid - ( 280,753 ) Accrued
series B preferred share dividends paid ( 105,671 ) ( 62,743 ) Accrued
common share dividends paid - ( 249,762 ) Net
cash provided by financing activities 5,924,336 716,479 NET
CHANGE IN CASH AND CASH EQUIVALENTS ( 519,705 ) ( 56,797 ) CASH
AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS Beginning
of the period 1,079,355 1,383,533 End
of the period $ 559,650 $ 1,326,736 SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION Cash
paid for interest $ 1,776,635 $ 997,691 Cash
paid for income taxes $ 131,500 $ - NON-CASH

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 10, 2023, there were 40,687,612 common shares of the

registrant issued and outstanding. 1847 HOLDINGS LLC Quarterly Report on Form 10-Q Period Ended June 30, 2023 TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of

Financial Condition and Results of Operations 26 Item 3. Quantitative and Qualitative Disclosures About

Market Risk 43 Item 4. Controls and Procedures 43 PART II OTHER INFORMATION Item 1. Legal Proceedings 45 Item 1A. Risk Factors 45 Item 2. Unregistered Sales of Equity Securities and

Use of Proceeds 45 Item 3. Defaults Upon Senior Securities 45 Item 4. Mine Safety Disclosures 45 Item 5. Other Information 45 Item 6. Exhibits 45 i PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. 1847 HOLDINGS LLC UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS Page Condensed Consolidated Balance

Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 2 Condensed Consolidated Statements

of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) 3 Condensed Consolidated Statements

of Shareholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) 4 Condensed Consolidated Statements

of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited) 6 Notes to Condensed Consolidated

Financial Statements (Unaudited) 7 1 1847 HOLDINGS LLC CONDENSED

CONSOLIDATED BALANCE SHEETS June 30, 2023 December 31, 2022 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 559,650 $ 1,079,355 Investments 277,714 277,310 Receivables, net 8,724,992 5,215,568 Contract assets 63,531 89,574 Inventories, net 13,137,448 4,184,019 Prepaid expenses and other current assets 1,657,488 379,875 Total Current Assets 24,420,823 11,225,701 Property and equipment, net 2,192,637 1,885,206 Operating lease right-of-use assets 2,490,304 2,854,196 Long-term deposits 156,997 82,197 Intangible assets, net 9,563,745 9,985,129 Goodwill 19,452,270 19,452,270 TOTAL ASSETS $ 58,276,776 $ 45,484,699 LIABILITIES AND SHAREHOLDERS’

EQUITY Current Liabilities Accounts payable and accrued expenses $ 13,890,594 $ 6,741,769 Contract liabilities 2,895,975 2,353,295 Customer deposits 3,066,252 3,059,658 Due to related parties 193,762 193,762 Current portion of operating lease liabilities 734,146 713,100 Current portion of finance lease liabilities 185,806 185,718 Current portion of notes payable, net 4,929,560 551,210 Revolving line of credit 1,815,003 - Related party note payable 362,779 362,779 Total Current Liabilities 28,073,877 14,161,291 Operating lease liabilities, net of current portion 1,864,221 2,237,797 Finance lease liabilities, net of current portion 692,519 784,148 Notes payable, net of current portion 111,413 144,830 Convertible notes payable, net 25,049,196 24,667,799 Deferred tax liability, net 1,217,000 599,000 TOTAL LIABILITIES 57,008,226 42,594,865 Shareholders’ Equity Series A senior convertible preferred shares, no par value, 4,450,460 shares designated; 1,593,940 shares issued and outstanding as of June 30, 2023 and December 31, 2022 1,338,746 1,338,746 Series B senior convertible preferred shares, no par value, 583,334 shares designated; 379,899 and 464,899 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 992,495 1,214,181 Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022 1,000 1,000 Common shares, $ 0.001 par value, 500,000,000 shares authorized; 7,018,670 and 4,079,137 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 7,019 4,079 Distribution receivable ( 2,000,000 ) ( 2,000,000 ) Additional paid-in capital 48,179,715 43,962,606 Accumulated deficit ( 47,274,566 ) ( 41,919,277 ) TOTAL 1847 HOLDINGS SHAREHOLDERS’ EQUITY 1,244,409 2,601,335 NON-CONTROLLING INTERESTS 24,141 288,499 TOTAL SHAREHOLDERS’ EQUITY 1,268,550 2,889,834 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 58,276,776 $ 45,484,699 The accompanying notes are an integral part of

these condensed consolidated financial statements. 2 1847 HOLDINGS LLC CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 19,390,739 $ 12,891,243 $ 34,794,277 $ 24,965,121 Operating Expenses Cost of sales 12,470,695 7,871,372 22,037,203 15,513,476 Personnel 3,865,260 1,993,767 6,891,453 3,793,850 Depreciation and amortization 618,797 498,974 1,192,406 1,010,345 General and administrative 3,268,087 2,181,361 5,583,148 4,232,211 Total Operating Expenses 20,222,839 12,545,474 35,704,210 24,549,882 INCOME (LOSS) FROM OPERATIONS ( 832,100 ) 345,769 ( 909,933 ) 415,239 Other Income (Expense) Other income (expense) 18,800 357 51,968 675 Interest expense ( 2,225,415 ) ( 932,123 ) ( 4,043,130 ) ( 1,838,866 ) Gain (loss) on disposal of property and equipment - ( 671 ) - 32,076 Gain on bargain purchase - - 2,639,861 - Total Other Expense ( 2,206,615 ) ( 932,437 ) ( 1,351,301 ) ( 1,806,115 ) NET LOSS BEFORE INCOME TAXES ( 3,038,715 ) ( 586,668 ) ( 2,261,234 ) ( 1,390,876 ) INCOME TAX BENEFIT (EXPENSE) ( 931,321 ) 439,000 ( 661,321 ) 316,000 NET LOSS $ ( 3,970,036 ) $ ( 147,668 ) $ ( 2,922,555 ) $ ( 1,074,876 ) NET LOSS ATTRIBUTABLE TO NON-CONTROLLING

INTERESTS ( 199,305 ) ( 3,216 ) ( 264,358 ) ( 57,394 ) NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS $ ( 3,770,731 ) $ ( 144,452 ) $ ( 2,658,197 ) $ ( 1,017,482 ) PREFERRED SHARE DIVIDENDS ( 165,227 ) ( 208,281 ) ( 328,092 ) ( 343,496 ) DEEMED DIVIDENDS ( 534,000 ) - ( 2,369,000 ) - NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ ( 4,469,958 ) $ ( 352,733 ) $ ( 5,355,289 ) $ ( 1,360,978 ) LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - BASIC AND DILUTED $ ( 0.76 ) $ ( 0.28 ) $ ( 1.04 ) $ ( 1.10 ) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED 5,861,137 1,248,829 5,141,836 1,239,093 The accompanying notes are an integral part of

these condensed consolidated financial statements. 3 1847 HOLDINGS LLC CONDENSED

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) Three and Six Months Ended June 30, 2023 Series

A Senior Convertible Preferred Shares Series

B Senior Convertible Preferred Shares Allocation Common

Shares Distribution Additional Paid-In Accumulated Non- Controlling Total Shareholder’ Shares Amount Shares Amount Shares Shares Amount Receivable Capital Deficit Interests Equity 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 Issuance of common shares

upon settlement of accrued series A preferred share dividends - - - - - 99,505 100 - 152,568 - - 152,668 Issuance of common shares

and warrants in connection with a private debt offering - - - - - 415,605 416 - 1,359,946 - - 1,360,362 Issuance of common shares upon cashless exercise

of warrants - - - - - 61,389 61 - ( 61 ) - - - Deemed dividend from issuance

of warrants to common shareholders - - - - - - - - 618,000 ( 618,000 ) - - Deemed dividend from down

round provision in warrants - - - - - - - - 1,217,000 ( 1,217,000 ) - - Dividends - series A senior

convertible preferred shares - - - - - - - - - ( 110,045 ) - ( 110,045 ) Dividends - series B senior

convertible preferred shares - - - - - - - - - ( 52,820 ) - ( 52,820 ) Net

income (loss) - - - - - - - - - 1,112,534 ( 65,053 ) 1,047,481 Balance at March 31, 2023 1,593,940 $ 1,338,746 464,899 $ 1,214,181 $ 1,000 4,655,636 $ 4,656 $ ( 2,000,000 ) $ 47,310,059 $ ( 42,804,608 ) $ 223,446 $ 5,287,480 Issuance of common shares

upon settlement of accrued series A preferred share dividends - - - - - 187,075 187 - 111,082 - - 111,269 Issuance of common shares upon cashless exercise

of warrants - - - - - 1,238,929 1,239 - ( 1,239 ) - - - Issuance of common shares upon exercise of

warrants - - - - - 506,478 506 - 4,558 - - 5,064 Issuance of common shares

upon conversion of series B senior convertible preferred shares - - ( 85,000 ) ( 221,686 ) - 430,552 431 - 221,255 - - - Deemed dividend from down

round provision in warrants - - - - - - - - 534,000 ( 534,000 ) - - Dividends - series A senior

convertible preferred shares - - - - - - - - - ( 110,051 ) - ( 110,051 ) Dividends - series B senior

convertible preferred shares - - - - - - - - - ( 55,176 ) - ( 55,176 ) Net

loss - - - - - - - - - ( 3,770,731 ) ( 199,305 ) ( 3,970,036 ) Balance at June 30,

2023 1,593,940 $ 1,338,746 379,899 $ 992,495 $ 1,000 7,018,670 $ 7,019 $ ( 2,000,000 ) $ 48,179,715 $ ( 47,274,566 ) $ 24,141 $ 1,268,550 4 Three and Six Months Ended June 30, 2022 Series A Senior Convertible Preferred Shares Series B Senior Convertible Preferred Shares Allocation Common Shares Distribution Additional Paid-In Accumulated Non- Controlling Total Shareholders’ Equity Shares Amount Shares Amount Shares Shares Amount Receivable Capital Deficit Interests (Deficit) Balance at December 31, 2021 1,818,182 $ 1,655,404 - $ - $ 1,000 1,210,733 $ 1,211 $ ( 2,000,000 ) $ 21,723,042 $ ( 20,754,394 ) $ 930,812 $ ( 98,329 ) Issuance of common shares

upon conversion of series A senior convertible preferred shares ( 133,333 ) ( 111,986 ) - - - 38,096 38 - 111,948 - - 111,986 Issuance of series B senior

convertible preferred shares and warrants - - 426,999 1,113,650 - - - - 152,350 - - 152,350 Dividends - common shares - - - - - - - - - ( 249,762 ) - ( 249,762 ) Dividends - series A senior

convertible preferred shares - ( 128,318 ) - - - - - - - ( 121,455 ) - ( 121,455 ) Dividends - series B senior

convertible preferred shares - - - - - - - - - ( 13,760 ) - ( 13,760 ) Net

loss - - - - - - - - - ( 873,030 ) ( 54,178 ) ( 927,208 ) Balance at March 31,

2022 1,684,849 $ 1,415,100 426,999 $ 1,113,650 $ 1,000 1,248,829 $ 1,249 $ ( 2,000,000 ) $ 21,987,340 $ ( 22,012,401 ) $ 876,634 $ ( 1,146,178 ) Issuance of series B convertible

preferred shares and warrants - - 54,567 144,000 - - - - 19,700 - - 19,700 Dividends - series A senior

convertible preferred shares - - - - - - - - - ( 159,298 ) - ( 159,298 ) Dividends - series B senior

convertible preferred shares - - - - - - - - - ( 48,983 ) - ( 48,983 ) Net

loss - - - - - - - - - ( 144,452 ) ( 3,216 ) ( 147,668 ) Balance at June 30, 2022 1,684,849 $ 1,415,100 481,566 $ 1,257,650 $ 1,000 1,248,829 $ 1,249 $ ( 2,000,000 ) $ 22,007,040 $ ( 22,365,134 ) $ 873,418 $ ( 1,482,427 ) The accompanying notes are an integral part of

these condensed consolidated financial statements. 5 1847 HOLDINGS LLC CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS (UNAUDITED) Six

Months Ended June 30, 2023 2022 CASH

FLOWS FROM OPERATING ACTIVITIES Net

loss $ ( 2,922,555 ) $ ( 1,074,876 ) Adjustments

to reconcile net loss to net cash used in operating activiti Gain

on bargain purchase ( 2,639,861 ) - Gain

on disposal of property and equipment - ( 32,076 ) Deferred

tax asset (liability) 618,000 ( 513,000 ) Bad

debt expense 278,190 - Inventory

reserve 75,000 - Depreciation

and amortization 1,192,406 1,010,345 Amortization

of debt discounts 1,185,211 503,300 Amortization

of right-of-use assets 363,892 227,847 Changes

in operating assets and liabiliti Receivables ( 1,865,562 ) ( 1,755,930 ) Contract

assets 26,043 8,508 Inventories 968,903 431,893 Prepaid

expenses and other current assets ( 1,197,836 ) 331,323 Other

assets - 24,425 Accounts

payable and accrued expenses 1,173,458 1,941,047 Contract

liabilities 542,680 ( 1,334,606 ) Customer

deposits 6,594 ( 208,855 ) Operating

lease liabilities ( 352,530 ) ( 174,791 ) Net

cash used in operating activities ( 2,547,967 ) ( 615,446 ) CASH

FLOWS FROM INVESTING ACTIVITIES Cash

paid in acquisitions, net of cash acquired ( 3,670,887 ) - Purchases

of property and equipment ( 224,783 ) ( 197,301 ) Proceeds

from disposal of property and equipment - 39,998 Investments

in certificates of deposit ( 404 ) ( 527 ) Net

cash used in investing activities ( 3,896,074 ) ( 157,830 ) CASH

FLOWS FROM FINANCING ACTIVITIES Net

proceeds from issuance of series B senior convertible preferred shares - 1,429,700 Net

proceeds from notes payable 1,410,000 - Net

proceeds from issuance of common shares and warrants in connection with a private debt offering 3,549,518 - Net

proceeds from revolving line of credit 1,715,003 - Proceeds

from exercise of warrants 5,064 - Repayments

of notes payable and finance lease liabilities ( 649,578 ) ( 119,963 ) Accrued

series A preferred share dividends paid - ( 280,753 ) Accrued

series B preferred share dividends paid ( 105,671 ) ( 62,743 ) Accrued

common share dividends paid - ( 249,762 ) Net

cash provided by financing activities 5,924,336 716,479 NET

CHANGE IN CASH AND CASH EQUIVALENTS ( 519,705 ) ( 56,797 ) CASH

AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS Beginning

of the period 1,079,355 1,383,533 End

of the period $ 559,650 $ 1,326,736 SUPPLEMENTAL

DISCLOSURES OF CASH FLOW INFORMATION Cash

paid for interest $ 1,776,635 $ 997,691 Cash

paid for income taxes $ 131,500 $ - NON-CASH