DISCONTINUED OPERATIONS | NOTE 5 — DISCONTINUED OPERATIONS ASC 360 -10-45-9 -lived -Off -Off -Off -Off The discontinued operations as of December 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 The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets as of December December 31, 2020 Current Assets – discontinued operations: Cash $ 416,831 Accounts receivable, net 334,095 Inventories, net 305,080 Prepaid expenses and other current assets 268,602 Total current assets – discontinued operations 1,324,608 Noncurrent Assets – discontinued operations: Property and equipment, net 1,925,844 Operating lease right of use assets 501,827 Goodwill 22,166 Intangible assets, net 7,933 Total noncurrent assets $ 2,457,770 Current liabilities – discontinued operations: Accounts payable and accrued expenses $ 484,852 Current portion of operating lease liability 67,725 Notes payable – current portion 446,545 Total current liabilities – discontinued operations 999,122 Long term liabilities – discontinued operations: Notes payable – long term, net of current portion 4,187,376 Accrued expenses – long term, related party 1,359,989 Financing lease liability, net of current portion 434,102 Total long term liabilities – discontinued operations $ 5,981,467 The following information presents the major classes of line items constituting the after -tax Six Months Six Months April 1 to Three Months REVENUES Services $ 612,862 $ 1,213,026 $ 138,066 $ 766,927 Sales of parts and equipment 324,189 605,047 141,861 316,976 Furniture and appliances — 24,962,209 — 15,285,031 TOTAL REVENUE 937,051 26,780,282 279,927 16,368,934 OPERATING EXPENSES Cost of sales 298,050 21,325,217 128,129 12,958,779 Personnel costs 485,774 3,209,599 63,224 1,445,149 Depreciation and amortization 360,746 807,602 60,167 404,366 Fuel 112,746 186,199 12,988 82,435 General and administrative 290,872 4,091,564 42,556 2,283,060 TOTAL OPERATING EXPENSES 1,548,188 29,620,181 307,064 17,173,789 LOSS FROM OPERATIONS (611,137 ) (2,839,899 ) (27,137 ) (804,855 ) OTHER INCOME (EXPENSE) Financing costs and loss on early extinguishment of debt (320 ) (1,234,245 ) — (1,031,463 ) Gain on forgiveness of debt 380,247 — — — Gain on sale of assets 548,723 37,767 99,389 37,767 Loss on acquisition receivable — (809,000 ) — (809,000 Change in warrant liability — (2,127,656 ) — (2,127,656 ) Interest expense (78,308 ) (677,101 ) (10,357 ) (345,962 ) Other income (expense) 1,200 6,325 — 3,942 TOTAL OTHER INCOME (EXPENSE) 851,542 (4,803,910 ) 89,032 (4,272,372 ) NET LOSS BEFORE INCOME TAXES 240,405 (7,643,809 ) 61,895 (5,077,227 ) INCOME TAX BENEFIT — (1,436,752 ) — (938,952 ) NET INCOME (LOSS) BEFORE 240,405 (6,207,057 ) 61,895 (4,138,275 ) LESS NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 108,182 (1,997,884 ) 27,853 (1,259,699 ) NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS $ 132,223 $ (4,209,173 ) $ 34,042 $ (2,878,576 ) 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: Six Months Ended 2021 2020 Cash flows from operating activities of discontinued operations: Net Income (Loss) $ 240,405 $ (6,207,057 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: Depreciation and amortization 360,746 811,145 Amortization of financing costs and warrant features 2,187 288,591 Amortization of original interest discount — 46,212 Amortization of operating lease right-of-use assets 19,007 238,970 Gain on forgiveness of PPP loans (380,247 ) — Loss contingency adjustment — 2,127,656 Loss on extinguishment of debt — 948,856 Gain on sale of equipment (548,723 ) (37,767 ) Changes in operating assets and liabilities: Accounts receivable 10,698 (1,384,176 ) Inventory (161,286 ) (346,483 ) Prepaid expenses and other assets 49,222 276,970 Accounts payable and accrued expenses 118,980 2,598,092 Operating lease liability (19,007 ) (238,970 ) Customer deposits — 5,905,532 Deferred taxes and uncertain tax position — (1,186,753 ) Proceeds from related party — 85,556 Accrued expense long-term 137,438 227,104 Net cash used in operating activities from discontinued operations $ (170,580 ) $ (4,153,478 ) Cash flows from investing activities in discontinued operations: Proceeds from sale of equipment $ 675,000 $ 31,500 Purchase of equipment (30,697 ) (46,004 Net cash provided by (used in) investing activities in discontinued operations $ 644,303 $ (14,504 ) Cash flows from financing activities in discontinued operations: Proceeds from note payable $ 380,385 $ 1,026,200 Repayments of notes payable (589,078 ) (535,896 ) Net borrowings from lines of credit — (825,073 ) Repayment of financing lease — (137,389 ) Net cash used in financing activities in discontinued operations $ (208,693 ) $ (472,158 ) The following are the financial instruments of the discontinued operations: Lines of Credit Burnley Capital LLC On April On August Northpoint Commercial Finance LLC On June Home State Bank On June If the Company sells property, plant, and equipment securing the loan, it must remit the appraised value of the equipment to Home State Bank. During the six months ended June Notes Payable and Warrant Liability Small Business Community Capital II, L.P. On April -year -diluted On August Goedeker classified the warrant as a derivative liability on the balance sheet at June 10% Promissory Note A portion of the purchase price for the acquisition of Neese was paid by the issuance of a promissory note in the principal amount of $1,025,000 by 1847 Neese and Neese to the Neese Sellers. The note bears interest on the outstanding principal amount at the rate of ten percent (10%) per annum and was due and payable in full on March -term -term 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 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 In August 2020, Goedeker refinanced this note payable with proceeds from a 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 -off Convertible Promissory Note On April Financing Lease The cash portion of the purchase price for the acquisition of Neese was financed under a capital lease transaction for Neese’s equipment with Utica Leaseco, LLC (“Utica”), pursuant to a master lease agreement, dated March -lessees -of-term On October On July | NOTE 5 — DISCONTINUED OPERATIONS ASC 360 -10-45-9 -lived -Off -Off In accordance with ASC 205 -20-S99 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 as of December -off December 31, 2019 Current Assets – discontinued operations: Cash $ 64,470 Accounts receivable, net 1,862,086 Vendor deposits 294,960 Inventories, net 1,380,090 Prepaid expenses and other current assets 892,796 Total current assets – discontinued operations $ 4,494,402 Noncurrent Assets – discontinued operations: Property and equipment, net 185,606 Operating lease right of use assets 2,000,755 Goodwill 4,976,016 Intangible assets, net 1,878,844 Deferred tax asset 698,303 Other assets 45,000 Total noncurrent assets $ 9,784,524 Current liabilities – discontinued operations: Accounts payable and accrued expenses $ 2,465,220 Current portion of operating lease liability 422,520 Advances, related party 137,500 Lines of credit 1,250,930 Notes payable – current portion 2,068,175 Warrant liability 122,344 Convertible promissory note – current portion 584,943 Customer deposits 4,164,296 Total current liabilities – discontinued operations $ 11,215,928 Long term liabilities – discontinued operations: Operating lease liability – long term, net of current portion 1,578,235 Notes payable – long term, net of current portion 2,231,469 Contingent note payable 49,248 Total long term liabilities – discontinued operations $ 3,858,952 The following information presents the major classes of line items constituting the after -tax Period from Period from REVENUES Furniture and appliances revenue $ 42,715,266 $ 34,668,113 TOTAL REVENUE OPERATING EXPENSES Cost of sales 35,613,453 28,596,127 Personnel costs 4,715,687 2,909,752 Depreciation and amortization 276,914 271,036 General and administrative 7,022,720 4,608,434 TOTAL OPERATING EXPENSES 47,628,774 7,789,221 NET LOSS FROM OPERATIONS (4,919,059 ) (1,717,238 ) OTHER INCOME (EXPENSE) Financing costs (757,646 ) (520,160 ) Loss on extinguishment of debt (1,756,095 ) — Interest expense, net (604,909 ) (683,211 ) Loss on acquisition receivable (809,000 ) — Change in warrant liability (2,127,656 ) 106,900 Interest income 9,674 — Other income (expense) — 15,010 TOTAL OTHER INCOME (EXPENSE) (6,045,632 ) (1,049,215 ) NET LOSS BEFORE INCOME TAXES (10,964,691 ) (2,766,453 ) INCOME TAX BENEFIT (698,303 ) (698,303 ) NET LOSS BEFORE NON-CONTROLLING INTERESTS (11,662,984 ) (2,068,150 ) LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING (4,491,222 ) (620,445 ) NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS $ (7,172,772 ) $ (1,447,705 ) 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: Period from Period from Cash flows from operating activities of discontinued operations: Net loss $ (11,662,994 ) $ (2,068,152 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: Depreciation and amortization 276,913 271,036 Stock compensation 281,194 599,814 Amortization of financing costs 842,174 — Loss on extinguishment of debt 1,955,787 — Gain on write-down of contingent liability — (32,246 ) Write-off of acquisition receivable 809,000 — Change in fair value of warrant liability 2,127,656 (106,900 ) Changes in operating assets and liabilities: Accounts receivable (3,585,090 ) (1,405,904 ) Vendor deposits (252,688 ) (294,960 ) Inventory (2,055,293 ) 471,161 Prepaid expenses and other assets (1,106,409 ) 167,066 Change in operating lease right-of-use assets — 299,245 Deferred tax asset 698,303 (698,303 ) Accounts payable and accrued expenses 381,443 (1,464,657 ) Customer deposits 14,427,180 1,855,990 Operating lease liability — (299,245 ) Net cash provided by (used in) operating activities from discontinued 3,137,176 (2,706,053 ) Cash flows from investing activities in discontinued operations: Purchase of property and equipment (51,059 ) (2,200 ) Net cash provided by investing activities in discontinued operations (51,059 ) (2,200 ) Cash flows from financing activities in discontinued operations: Proceeds from initial public offering 8,602,166 — Proceeds from notes payable 642,600 1,500,000 Repayment of notes payable (2,818,098 ) (357,207 ) Payments on convertible notes payable — 650,000 Net borrowings (payments) from lines of credit (1,339,430 ) 1,339,430 Cash paid for financing costs (105,279 ) (359,500 ) Net cash used in financing activities $ 4,981,959 $ 2,772,723 The following are the financial options of the discontinued operations: Lines of Credit Burnley Capital LLC On April On August Northpoint Commercial Finance LLC On June Notes Payable and Warrant Liability Arvest Loan On August PPP Loan On April -month Small Business Community Capital II, L.P. On April ten -year -diluted On August Goedeker classified the warrant as a derivative liability on the balance sheet at June 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 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 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 -off Convertible Promissory Note On April |