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1.95M
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from disposal of property and equipment 77,513 350,000 Investments
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in certificates of deposit ( 527 ) - Net
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cash used in investing activities from continuing operations ( 178,944 ) ( 5,291,198 ) Net
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cash provided by investing activities from discontinued operations - 644,303 Net
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cash used in investing activities ( 178,944 ) ( 4,646,895 ) CASH
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FLOWS FROM FINANCING ACTIVITIES Proceeds
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from notes payable 499,600 3,673,405 Net
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proceeds from issuance of common shares and warrants in public offering 5,148,700 - Net
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proceeds from issuance of series A senior convertible preferred shares - 3,000,000 Net
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proceeds from issuance of series B senior convertible preferred shares 1,429,700 - Proceeds
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from line of credit - 995,228 Repayments
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of notes payable and finance lease liabilities ( 810,315 ) ( 584,012 ) Repayments
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to sellers - ( 977,685 ) Cash
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paid for financing costs - ( 165,230 ) Redemption
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of series A senior convertible preferred shares ( 209,091 ) - Redemption
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of series B senior convertible preferred shares ( 57,501 ) - Dividends
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on series A senior convertible preferred shares ( 437,491 ) ( 676,339 ) Dividends
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on series B senior convertible preferred shares ( 113,052 ) - Dividends
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on common shares ( 1,093,354 ) - Net
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cash provided by financing activities from continuing operations 4,357,196 5,265,367 Net
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cash used in financing activities from discontinued operations - ( 208,693 ) Net
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cash provided by financing activities 4,357,196 5,056,674 NET
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CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS 200,966 ( 407,177 ) NET
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CHANGE IN CASH AND CASH EQUIVALENT FROM DISCONTINUED OPERATIONS - 265,030 CASH
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AND CASH EQUIVALENTS AVAILABLE FROM DISCONTINUED OPERATIONS - ( 265,030 ) CASH
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AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS Beginning of the
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period 1,383,533 1,380,349 End
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of the period $ 1,584,499 $ 973,172 SUPPLEMENTAL
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DISCLOSURES OF CASH FLOW INFORMATION Cash
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paid for interest $ 1,576,964 $ 139,016 Cash
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paid for income taxes $ - $ - NON-CASH
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INVESTING AND FINANCING ACTIVITIES Issuance
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of common shares upon conversion of series A preferred shares $ 111,986 $ - Issuance
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of common shares upon cashless exercise of warrants $ 126 $ - Deemed
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dividend from down round provision in warrants $ 9,012,730 $ - Financed
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purchases of property and equipment $ 568,764 $ - Debt
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discount on notes payable issued with warrants $ 503,050 $ - Operating
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lease right-of-use asset and liability remeasurement $ 254,713 $ - The
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accompanying notes are an integral part of these condensed consolidated financial statements. 6 1847
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HOLDINGS LLC NOTES
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TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER
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30, 2022 (UNAUDITED) NOTE
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1—BASIS OF PRESENTATION AND OTHER INFORMATION The
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accompanying unaudited condensed consolidated financial statements of 1847 Holdings LLC (the “Company,” “we,”
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“us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United
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States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They
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do not include all information and footnotes required by GAAP for complete financial statements. The December 31, 2021 consolidated balance
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sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed
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herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the
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year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission
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on March 31, 2022. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated
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financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation
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of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine
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months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. Reverse
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Share Split On
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August 2, 2022, we effected a 1-for-4 reverse split of our outstanding common shares. All outstanding common shares and warrants were
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adjusted to reflect the 1-for-4 reverse split, with respective exercise prices of the warrants proportionately increased. The outstanding
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convertible notes and series A and B convertible senior preferred shares conversion prices were adjusted to reflect a proportional decrease
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in the number of common shares to be issued upon conversion. All
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share and per share data throughout these condensed consolidated financial statements have been retroactively adjusted to reflect the
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reverse share split. The total number of authorized common shares did not change. As a result of the reverse common share split, an amount
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equal to the decreased value of common shares was reclassified from “common shares” to “additional paid-in capital.” Reclassifications Certain
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reclassifications within property and equipment, notes payable, preferred shares, and operating expenses have been made to prior period’s
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financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of
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operations and cash flows in all periods presented. Sequencing Under
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ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts
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from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient
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authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the
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basis of the earliest maturity date of potentially dilutive instruments first, with the earliest maturity date of grants receiving the
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first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate
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grantees in a share-based payment arrangement, are not subject to the sequencing policy. 7 1847
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HOLDINGS LLC NOTES
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TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER
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30, 2022 (UNAUDITED) NOTE
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2—RECENT ACCOUNTING PRONOUCEMENTS The
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Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting
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Standards Board (“FASB”). ASUs not listed below were assessed and determined to be either not applicable or are expected
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to have minimal impact on the Company’s condensed consolidated financial statements. In
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June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,
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which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces
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the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit
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losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019.
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This pronouncement was amended under ASU 2019-10 to allow an extension on the adoption date for entities that qualify as a small reporting
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company. The Company has elected this extension and the effective date for the Company to adopt this standard will be for fiscal years
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beginning after December 15, 2022. The Company has not completed its assessment of the standard but does not expect the adoption to have
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a material impact on our condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 Accounting
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for Convertible Instruments and Contracts In An Entity’s Own Equity. ASU 2020-06 simplifies the accounting for certain convertible
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instruments by removing the separation models for convertible debt with a cash conversion feature and for convertible instruments with
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a beneficial conversion feature. As a result, more convertible debt instruments will be reported as a single liability instrument with
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no separate accounting for embedded conversion features. Additionally, ASU 2020-06 amends the diluted earnings per share calculation for
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convertible instruments by requiring the use of the if-converted method. The treasury stock method is no longer available. For SEC filers,
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excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim
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periods within those fiscal years. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023,
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including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December
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15, 2020, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022. The Company’s
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adoption of this update did not have a material impact on the condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business
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Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU amends ASC
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805 to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations.
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The ASU is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal
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years. This ASU should be applied prospectively to acquisitions occurring on or after the effective date of December 15, 2022, and early
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