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