DISCONTINUED OPERATIONS | NOTE 3 —DISCONTINUED OPERATIONS Asien’s Assignment for the Benefit of Creditors On February 26, 2024, Asien’s entered into the Assignment Agreement, pursuant to which Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to SG Service Co., LLC in trust. The Company received no cash consideration related to the assignment. Following the assignment, the Company retained no financial interest in Asien’s. The assignment of Asien’s represents a strategic shift and its results are reported as discontinued operations for the three and nine months ended September 30, 2024 and 2023. The Company recognized a gain on disposition of Asien’s of $1,060,095, as a separate line item in discontinued operations in the consolidated statements of operations for the nine months ended September 30, 2024. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations of Asien’s in the consolidated balance sheet as of December 31, 2023: December 31, Current assets of discontinued operations Cash and cash equivalents $ 34,470 Investments 278,521 Receivables 88,770 Inventories, net 1,398,088 Prepaid expenses and other current assets 140,102 Total current assets of discontinued operations 1,939,951 Non-current assets of discontinued operations Property and equipment, net 88,505 Total assets of discontinued operations $ 2,028,456 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 923,945 Customer deposits 2,143,493 Current portion of notes payable 29,777 Total current liabilities of discontinued operations 3,097,215 Non-current liabilities of discontinued operations Notes payable, net of current portion 34,965 Total liabilities of discontinued operations $ 3,132,180 The following information presents the major classes of line items constituting the loss from discontinued operations of Asien’s in the unaudited consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Revenues $ - $ 2,421,008 $ 870,952 $ 6,887,589 Operating Expenses Cost of revenues - 1,976,031 744,706 5,461,866 Personnel - 246,567 98,213 784,561 Depreciation and amortization - 46,603 7,702 139,809 General and administrative - 369,835 203,377 1,118,993 Professional fees - 42,204 78,807 150,678 Total Operating Expenses - 2,681,240 1,132,805 7,655,907 Loss from operations - (260,232 ) (261,853 ) (768,318 ) Other Income (Expense) Other income (expense) - (6,191 ) - (5,817 ) Interest expense - (33,837 ) (724 ) (280,979 ) Total Other Expense - (40,028 ) (724 ) (286,796 ) Net loss from discontinued operations before income taxes - (300,260 ) (262,577 ) (1,055,114 ) Income tax benefit - 1,145 - 43,145 Net loss from discontinued operations $ - $ (299,115 ) $ (262,577 ) $ (1,011,969 ) Net income (loss) attributable to non-controlling interests from discontinued operations - 14,955 (59,304 ) 50,598 Net loss from discontinued operations attributable to 1847 Holdings $ - (284,160 ) (321,881 ) (961,371 ) The following information presents the major classes of line items constituting significant operating, investing and financing cash flow activities from discontinued operations of Asien’s in the unaudited consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023: Nine Months Ended 2024 2023 Cash flows from operating activities Net loss $ (262,577 ) $ (1,011,969 ) Adjustments to reconcile net loss to net cash used in operating activities: Deferred taxes - (43,000 ) Depreciation and amortization 7,702 139,809 Changes in operating assets and liabilities: Receivables 73,769 137,546 Inventories 213,399 42,460 Prepaid expenses and other current assets 108,686 (86,813 ) Accounts payable and accrued expenses 320,362 1,178,940 Customer deposits (474,803 ) (473,522 ) Net cash used in operating activities from discontinued operations (13,462 ) (116,549 ) Cash flows from investing activities Investments in certificates of deposit - (506 ) Net cash used in investing activities from discontinued operations - (506 ) Cash flows from financing activities Repayments of notes payable (4,836 ) (21,237 ) Net cash used in financing activities from discontinued operations (4,836 ) (21,237 ) Net change in cash and cash equivalents from discontinued operations $ (18,298 ) $ (138,292 ) ICU Eyewear Foreclosure Sale As described above, ICU Eyewear was in default under the ICU Loan Agreement and, with the approval of the other ICU Parties, consented to a foreclosure by the ICU Lender and private sale of substantially all of its assets in an Article 9 sale process, pursuant to Section 9-610 of the Uniform Commercial Code as in effect in the State of New York and Section 9-610 of the Uniform Commercial Code as in effect in the State of California. On August 5, 2024, ICU Eyecare Solutions Inc., an entity that is not affiliated with the Company, was the successful bidder with a cash bid of $4,250,000. Pursuant to an agreement dated, August 5, 2024, and in consideration for such purchase price, the ICU Lender having foreclosed on its security interest in all of the assets of ICU Eyewear then conveyed all of its rights, title, and interest in all of such assets to ICU Eyecare Solutions Inc. The Company received no cash consideration related to the sale. Following the sale, the Company retained no financial interest in ICU Eyewear. The sale of ICU Eyewear’s assets represents a strategic shift and its results are reported as discontinued operations for the three and nine months ended September 30, 2024 and 2023. The Company recognized a gain on disposition of ICU Eyewear’s assets of $4,841,735, as a separate line item in discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2024. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations of ICU Eyewear in the consolidated balance sheet as of December 31, 2023: December 31, Current assets of discontinued operations Cash and cash equivalents $ 12,594 Receivables, net 1,578,764 Inventories, net 5,123,478 Prepaid expenses and other current assets 19,990 Total current assets of discontinued operations 6,734,826 Non-current assets of discontinued operations Property and equipment, net 313,915 Operating lease right-of-use assets 1,690,937 Long-term deposits 74,800 Intangible assets, net 500,383 Goodwill 757,283 Total assets of discontinued operations $ 10,072,144 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 5,580,313 Current portion of operating lease liabilities 274,683 Total current liabilities of discontinued operations 5,854,996 Non-current liabilities of discontinued operations Operating lease liabilities, net of current portion 1,459,184 Revolving line of credit, net 3,647,511 Deferred tax liability 15,000 Total liabilities of discontinued operations $ 10,976,691 The following information presents the major classes of line items constituting the loss from discontinued operations of ICU Eyewear in the unaudited consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Revenues $ 1,239,327 $ 4,243,254 $ 8,212,395 $ 11,530,027 Operating Expenses Cost of revenues 1,238,021 3,195,105 5,658,551 8,572,656 Personnel 310,888 751,485 1,564,842 2,070,996 Depreciation and amortization 39,454 108,636 248,646 277,839 General and administrative 316,146 270,540 1,526,278 951,627 Professional fees 47,522 (61,381 ) 672,855 132,967 Impairment of goodwill and intangible assets - - 1,216,966 - Total Operating Expenses 1,952,031 4,264,385 10,888,138 12,006,085 Loss from operations (712,704 ) (21,131 ) (2,675,743 ) (476,058 ) Other Income (Expense) Other income (17,370 ) (181,200 ) 2,583 (136,849 ) Interest expense (531,250 ) (521,899 ) (911,437 ) (785,202 ) Amortization of debt discounts - (13,175 ) (683,029 ) (13,175 ) Gain on bargain purchase - - - 2,639,861 Total Other Income (Expense) (548,620 ) (716,274 ) (1,591,883 ) 1,704,635 Net income (loss) from discontinued operations before income taxes (1,261,324 ) (737,405 ) (4,267,626 ) 1,228,577 Income tax benefit (expense) - (5,831 ) 11,250 (13,152 ) Net income (loss) from discontinued operations $ (1,261,324 ) $ (743,236 ) $ (4,256,376 ) $ 1,215,425 The following information presents the major classes of line items constituting significant operating, investing and financing cash flow activities from discontinued operations of ICU Eyewear in the unaudited consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023: Nine Months Ended 2024 2023 Cash flows from operating activities Net income (loss) $ (4,256,376 ) $ 1,215,425 Adjustments to reconcile net income (loss) to net cash used in operating activities: Deferred taxes (15,000 ) 9,000 Inventory reserve 45,000 120,000 Gain on bargain purchase - (2,639,861 ) Impairment of goodwill and intangible assets 1,216,966 Depreciation and amortization 248,646 277,839 Amortization of debt discounts 683,029 13,175 Amortization of right-of-use assets 192,796 87,715 Changes in operating assets and liabilities: Receivables 481,202 252,051 Inventories 1,202,730 772,700 Prepaid expenses and other current assets (14,895 ) (10,093 ) Accounts payable and accrued expenses 857,085 2,283,528 Operating lease liabilities (176,336 ) (66,249 ) Net cash provided by operating activities from discontinued operations 464,847 2,315,230 Cash flows from investing activities Investments in certificates of deposit - (3,670,887 ) Purchases of property and equipment - (211,492 ) Net cash used in investing activities from discontinued operations - (3,882,379 ) Cash flows from financing activities Net proceeds (repayments) of revolving line of credit (80,540 ) 3,086,227 Net cash provided by (used in) financing activities from discontinued operations (80,540 ) 3,086,227 Net change in cash and cash equivalents from discontinued operations $ 384,307 $ 1,519,078 Sale of High Mountain As described above, on September 30, 2024, the Company entered into the Purchase Agreement with BFS and High Mountain, pursuant to which the Company sold substantially all of the assets of Hight Mountain to BFS for an aggregate cash only purchase price of $17,000,000, subject to certain pre-closing and post-closing adjustments. At closing, the purchase price was subject to a working capital adjustment and was also reduced by the amount of outstanding indebtedness repaid at closing or assumed by BFS, as well as certain transaction expenses. Additionally, the purchase price was reduced by $1,700,000, which may be used for certain post-closing payments (the “Holdback Amount”). The purchase price is also subject to a post-closing adjustment. Under this provision, High Mountain delivered to BFS an estimated closing statement forth the estimated closing date payment amount, which included, among other things, High Mountain’s estimate of the net working capital of High Mountain and its business as of the closing date, calculated in accordance with the asset purchase agreement. Within 90 to 120 days following the closing date, BFS must deliver to High Mountain a final closing statement setting forth its determination of the actual closing date payment amount, including, among other things, BFS’ determination of the net working capital as of the closing date. If the actual closing date payment amount exceeds the estimated closing date payment amount, BFS must, within ten business days, pay to High Mountain an amount of cash that is equal to such excess. If the estimated closing date payment amount exceeds the actual closing date payment amount, High Mountain must, within ten business days, pay to BFS an amount in cash equal to such excess. If High Mountain fails to make such payment, BFS will have the right to recover such amount from the Holdback Amount. Under the Purchase Agreement, BFS must use commercially reasonable efforts in the ordinary course of business to collect accounts receivable in a manner no less rigorous than the collection efforts used its own business operations, but is entitled to compensation for any uncollected accounts from the Holdback Amount. In addition, the Purchase Agreement provides that BFS must use commercially reasonable efforts in the ordinary course of business to finish and sell any special order or custom inventory that was included in the final net working capital, but is entitled to compensation, on the one-year anniversary of the closing, for any unsold special order or custom inventory from the Holdback Amount. The sale of High Mountain’s assets represents a strategic shift and its results are reported as discontinued operations for the three and nine months ended September 30, 2024 and 2023. The Company recognized a gain on disposition of High Mountain’s assets of $4,181,791, as a separate line item in discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2024. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations of High Mountain in the consolidated balance sheet as of December 31, 2023: December 31, Current assets of discontinued operations Cash and cash equivalents $ 45,905 Receivables, net 4,186,800 Inventories, net 1,082,940 Prepaid expenses and other current assets 106,342 Total current assets of discontinued operations 5,421,987 Non-current assets of discontinued operations Property and equipment, net 433,902 Operating lease right-of-use assets 1,219,813 Long-term deposits 29,400 Intangible assets, net 2,268,642 Goodwill 8,371,877 Total assets of discontinued operations $ 17,745,621 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 2,642,566 Contract liabilities 1,019,230 Current portion of operating lease liabilities 329,015 Finance lease liabilities 6,754 Current portion of notes payable 64,170 Current portion of convertible notes payable, net 1,195,867 Total current liabilities of discontinued operations 5,257,602 Non-current liabilities of discontinued operations Operating lease liabilities, net of current portion 949,734 Notes payable, net of current portion 214,936 Deferred tax liability 334,000 Total liabilities of discontinued operations $ 6,756,272 The following information presents the major classes of line items constituting the loss from discontinued operations of High Mountain in the unaudited consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Revenues $ 7,628,235 $ 7,437,294 $ 23,438,316 $ 23,497,107 Operating Expenses Cost of revenues 5,238,049 4,228,778 14,348,494 14,190,699 Personnel 2,057,780 1,345,326 4,757,423 3,410,042 Depreciation and amortization 148,910 139,618 445,328 407,674 General and administrative 1,243,416 980,974 3,402,330 2,868,648 Professional fees 19,845 41,112 108,439 93,201 Total Operating Expenses 8,708,000 6,735,808 23,062,014 20,970,264 Income (loss) from operations (1,079,765 ) 701,486 376,302 2,526,843 Other Income (Expense) Other income 1,290,000 35 1,290,275 35 Interest expense 17,016 (337,641 ) (227,439 ) (827,777 ) Amortization of debt discounts (12,064 ) (19,912 ) (64,306 ) (58,114 ) Gain (loss) on disposal of property and equipment - 18,026 (13,815 ) 18,026 Total Other Income (Expense) 1,294,952 (339,492 ) 984,715 (867,830 ) Net income from discontinued operations before income taxes 215,187 361,994 1,361,017 1,659,013 Income tax benefit 104,000 42,000 364,000 557,000 Net income from discontinued operations $ 111,187 $ 319,994 $ 997,017 $ 1,102,013 Net income attributable to non-controlling interests from discontinued operations (8,340 ) (24,000 ) (74,777 ) (82,651 ) Net income from discontinued operations attributable to 1847 Holdings $ 102,847 295,994 922,240 1,019,362 The following information presents the major classes of line items constituting significant operating, investing and financing cash flow activities from discontinued operations of High Mountain in the unaudited consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023: Nine Months Ended 2024 2023 Cash flows from operating activities Net income $ 997,017 $ 1,102,013 Adjustments to reconcile net income to net cash used in operating activities: Deferred taxes (334,000 ) 68,000 Loss (gain) on disposal of property and equipment 13,815 (18,026 ) Depreciation and amortization 445,328 407,674 Amortization of debt discounts 64,306 58,114 Amortization of right-of-use assets 246,765 237,439 Changes in operating assets and liabilities: Receivables 158,434 (1,170,263 ) Inventories 164,662 (492,091 ) Prepaid expenses and other current assets 103,645 (31,023 ) Accounts payable and accrued expenses 292,164 24,077 Contract liabilities (150,298 ) 95,279 Operating lease liabilities (243,685 ) (223,634 ) Net cash provided by operating activities from discontinued operations 1,758,153 57,559 Cash flows from investing activities Purchases of property and equipment - (1,500 ) Net cash used in investing activities from discontinued operations - (1,500 ) Cash flows from financing activities Repayments of notes payable and finance lease liabilities (355,951 ) (50,515 ) Repayments of convertible notes payable (1,260,173 ) - Net cash used in financing activities from discontinued operations (1,616,124 ) (50,515 ) Net change in cash and cash equivalents from discontinued operations $ 142,029 $ 5,544 |