DISCONTINUED OPERATIONS | NOTE 4—DISCONTINUED OPERATIONS ASC 360-10-45-9 requires that a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which a set of criteria have been met, including criteria that the sale of the asset (disposal group) is probable and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. This criteria was achieved on September 10, 2020, when the board approved the Goedeker Spin-Off and subsequently on October 23, 2020, when the Company completed the Goedeker Spin-Off. Additionally, the discontinued operations are comprised of the entirety of the business of Goedeker. Lastly, for comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued operations for all periods presented in the accompanying consolidated statements of operations, consolidated statements of cash flows, and the consolidated balance sheets. In accordance with ASC 205-20-S99, “Allocation of Interest to Discontinued Operations”, the Company elected to not allocate consolidated interest expense to discontinued operations where the debt is not directly attributable to or related to discontinued operations. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheet: September 30, December 31, (unaudited) Current Assets – discontinued operations: Cash $ 3,466,981 $ 64,470 Restricted cash 8,912,367 - Accounts receivable, net 1,219,455 1,862,086 Vendor deposits 547,648 294,960 Inventories, net 3,086,873 1,380,090 Prepaid expenses and other current assets 1,073,253 892,796 Total current assets – discontinued operations $ 18,306,577 $ 4,494,402 Noncurrent Assets – discontinued operations: Property and equipment, net 202,402 185,606 Operating lease right of use assets 1,686,423 2,000,755 Goodwill 5,097,752 4,976,016 Intangible assets, net 1,636,195 1,878,844 Deferred tax asset 2,660,432 698,303 Other assets 45,000 45,000 Total noncurrent assets $ 11,328,204 $ 9,784,524 Current liabilities – discontinued operations: Accounts payable and accrued expenses $ 4,371,204 $ 2,465,220 Current portion of operating lease liability 443,469 422,520 Advances, related party - 137,500 Lines of credit - 1,250,930 Notes payable – current portion 1,300,579 2,068,175 Warrant liability - 122,344 Convertible promissory note – current portion - 584,943 Customer deposits 17,089,826 4,164,296 Total current liabilities – discontinued operations $ 23,205,078 $ 11,215,928 Long term liabilities – discontinued operations: Operating lease liability – long term, net of current portion 1,242,954 1,578,235 Notes payable – long term, net of current portion 2,684,623 2,231,469 Contingent note payable 49,248 49,248 Total long term liabilities – discontinued operations $ 3,976,825 $ 3,858,952 The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, 2020 2019 2020 2019 REVENUES Furniture and appliances revenue $ 13,435,095 $ 12,202,271 $ 38,397,304 $ 22,748,151 TOTAL REVENUE 13,435,095 12,202,271 38,397,304 22,748,151 OPERATING EXPENSES Cost of sales 11,264,569 10,183,711 32,060,897 18,886,117 Personnel costs 2,161,929 989,138 4,513,602 1,875,543 Depreciation and amortization 93,283 11,044 276,914 21,950 General and administrative 2,965,345 1,571,279 6,425,854 2,867,714 TOTAL OPERATING EXPENSES 16,485,126 12,755,172 43,277,267 23,651,324 NET LOSS FROM OPERATIONS (3,050,031 ) (552,901 ) (4,879,963 ) (903,173 ) OTHER INCOME (EXPENSE) Financing costs (488,460 ) (165,097 ) (757,646 ) (324,352 ) Loss on extinguishment of debt (807,239 ) - (1,756,095 ) - Interest expense, net (157,312 ) (182,772 ) (604,908 ) (387,793 ) Loss on acquisition receivable - - (809,000 ) - Change in warrant liability - 54,500 (2,127,656 ) 57,100 Interest income 1,418 2,480 Other income (expense) 1,657 (10,473 ) 6,920 9,829 TOTAL OTHER INCOME (EXPENSE) (1,449,936 ) (303,842 ) (6,045,905 ) (645,216 ) NET LOSS BEFORE INCOME TAXES (4,499,967 ) (856,743 ) (10,925,868 ) (1,548,389 ) INCOME TAX BENEFIT 838,174 - 1,962,130 - NET LOSS BEFORE NON-CONTROLLING INTERESTS (3,661,793 ) (856,743 ) (8,963,738 ) (1,548,389 ) LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (1,669,777 ) (268,695 ) (3,260,362 ) (464,517 ) NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS $ (1,992,016 ) $ (588,048 ) $ (5,703,376 ) $ (1,083,872 ) The following information presents the major classes of line items constituting significant operating, investing and financing cash flow activities in the unaudited consolidated statements of cash flows relating to discontinued operations: Nine Months Ended 2020 2019 Cash flows from operating activities of discontinued operations: Net loss $ (8,963,739 ) $ (1,548,389 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: Depreciation and amortization 276,912 21,950 Stock compensation 281,194 - Amortization of financing costs 829,674 324,351 Loss on extinguishment of debt 1,603,132 - Write-off of acquisition receivable 809,000 - Change in fair value of warrant liability 2,127,656 (57,100 ) Changes in operating assets and liabilities: Accounts receivable 520,895 (778,536 ) Vendor deposits (252,688 ) - Inventory (1,706,783 ) 190,569 Prepaid expenses and other assets (180,457 ) (105,397 ) Change in operating lease right-of-use assets 314,332 197,936 Deposits (1,962,129 ) - Accounts payable and accrued expenses 1,884,781 (85,192 ) Customer deposits 12,925,530 742,922 Other current liabilities - 1,234,143 Operating lease liability (314,332 ) (197,936 ) Net cash provided by (used in) operating activities from discontinued operations 7,383,978 (1,294,681 ) Cash flows from investing activities in discontinued operations: Acquisition of Goedeker Television Co. - 1,135,368 Purchase of property and equipment (51,060 ) - Net cash provided by investing activities in discontinued operations (51,060 ) 1,135,368 Cash flows from financing activities in discontinued operations: Proceeds from initial public offering 8,602,166 - Proceeds from notes payable 642,600 917,653 Repayment of notes payable (2,046,667 ) (408,662 ) Payments on convertible notes payable (771,431 ) - Net borrowings (payments) from lines of credit (1,339,430 ) (180,865 ) Cash paid for financing costs (105,279 ) - Net cash used in financing activities $ 4,981,959 $ 328,126 The following is the financial options of the discontinued operations: Lines of Credit Burnley Capital LLC On April 5, 2019, Goedeker, as borrower, and Holdco entered into a loan and security agreement with Burnley Capital LLC (“Burnley”) for revolving loans in an aggregate principal amount that will not exceed the lesser of (i) the borrowing base (as defined in the loan and security agreement) or (ii) $1,500,000 minus reserves established Burnley at any time in accordance with the loan and security agreement. In connection with the closing of the acquisition of Goedeker Television on April 5, 2019, Goedeker borrowed $744,000 under the loan and security agreement and issued a revolving note to Burnley in the principal amount of up to $1,500,000. As of December 31, 2019, the balance of the line of credit was $571,997. On August 4, 2020, Goedeker used a portion of the proceeds from the Goedeker IPO to repay the revolving note in full and the loan and security agreement was terminated. The total payoff amount was $118,194, consisting of principal of $32,350, interest of $42 and prepayment, legal, and other fees of $85,802. Northpoint Commercial Finance LLC On June 24, 2019, Goedeker, as borrower, entered into a loan and security agreement with Northpoint Commercial Finance LLC, which was amended on August 2, 2019, for revolving loans up to an aggregate maximum loan amount of $1,000,000 for the acquisition, financing or refinancing by Goedeker of inventory at an interest rate of LIBOR plus 7.99%. As of December 31, 2019, the balance of the line of credit was $678,993. Goedeker terminated the loan and security agreement on May 18, 2020 and there is no outstanding balance as of September 30, 2020. Notes Payable and Warrant Liability Arvest Loan On August 25, 2020, Goedeker entered into a promissory note and security agreement with Arvest Bank for a loan in the principal amount of $3,500,000. As of September 30, 2020, the outstanding balance of this loan is $3,340,602, comprised of principal of $3,446,126, net of unamortized loan costs of $103,524. Goedeker classified $657,979 as a current liability and the balance as a long-term liability. PPP Loan On April 8, 2020, Goedeker received a $642,600 PPP loan from the United States Small Business Administration under provisions of the CARES Act. The PPP loan has an 18-month term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP loan contains events of default and other provisions customary for a loan of this type. The PPP provides that the loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The balance of the PPP loan was $642,600 as of September 30, 2020 and was classified as a current liability. On November 2, 2020, Goedeker repaid the PPP loan. Small Business Community Capital II, L.P. On April 5, 2019, Goedeker, as borrower, and Holdco entered into a loan and security agreement with Small Business Community Capital II, L.P. (“SBCC”) for a term loan in the principal amount of $1,500,000, pursuant to which Goedeker issued to SBCC a term note in the principal amount of up to $1,500,000 and a ten-year warrant to purchase shares of the most senior capital stock of Goedeker equal to 5.0% of the outstanding equity securities of Goedeker on a fully-diluted basis for an aggregate price equal to $100. As of December 31, 2019, the balance of the note was $999,201. On August 4, 2020, Goedeker used a portion of the proceeds from the Goedeker IPO to repay the term note in full and the loan and security agreement was terminated. The total payoff amount was $1,122,412 consisting of principal of $1,066,640, interest of $11,773 and prepayment, legal, and other fees of $43,999. Goedeker classified the warrant as a derivative liability on the balance sheet at June 30, 2020 of $2,250,000 based on the estimated value of the warrant in the Goedeker IPO. The increase in the value of the warrant from the estimated value of $122,344 at December 31, 2020 resulted in a charge of $2,127,656 during the nine months ended September 30, 2020. Immediately prior to the closing of the Goedeker IPO on August 4, 2020, SBCC converted the warrant into 250,000 shares of common stock. Notes payable, related parties A portion of the purchase price for the acquisition of Goedeker Television was paid by the issuance by Goedeker to Steve Goedeker, as representative of Goedeker Television, of a 9% subordinated promissory note in the principal amount of $4,100,000. As of December 31, 2019, the balance of the note was $3,300,444. Pursuant to a settlement agreement, the parties entered into an amendment and restatement of the note that became effective as of the closing of the Goedeker IPO on August 4, 2020, pursuant to which (i) the principal amount of the existing note was increased by $250,000, (ii) upon the closing of the Goedeker IPO, Goedeker agreed to make all payments of principal and interest due under the note through the date of the closing, and (iii) from and after the closing, the interest rate of the note was increased from 9% to 12%. In accordance with the terms of the amended and restated note, Goedeker used a portion of the proceeds from the Goedeker IPO to pay $1,083,842 of the balance of the note representing a $696,204 reduction in the principal balance and interest accrued through August 4, 2020 of $387,638. Goedeker refinanced this note payable with proceeds from the loan from Arvest Bank. In connection with the refinance, Goedeker recorded a $757,239 loss on extinguishment of debt consisting of a $250,000 forbearance fee, write-off of unamortized loan discount of $338,873, and write-off of unamortized debt costs of $168,366. Convertible Promissory Note On April 5, 2019, the Company, Holdco and Goedeker entered into a securities purchase agreement with Leonite Capital LLC, a Delaware limited liability company, pursuant to which they issued to Leonite Capital LLC a secured convertible promissory note in the aggregate principal amount of $714,286 due April 5, 2020. See Note 13 for further details of the convertible promissory note. |