UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 333-193821 | --- | --- | |------------------------------------------------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 333-193821 | --- | --- | |------------------------------------------------------------------------------ ...

Part I - Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2020 unaudited financial statements reflect significant revenue growth to **$10.4 million** primarily from the Goedeker acquisition, alongside an increased net loss of **$2.11 million** [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2020, total assets decreased to **$18.18 million**, while total liabilities increased to **$24.29 million**, leading to an increased shareholders' deficit of **$6.11 million** Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Items | March 31, 2020 (USD) | December 31, 2019 (USD) | | :--- | :--- | :--- | | **Total Assets** | **$18,179,694** | **$19,231,992** | | Total Current Assets | $4,556,292 | $5,726,093 | | Goodwill | $5,119,918 | $4,998,182 | | **Total Liabilities** | **$24,288,970** | **$23,230,786** | | Total Current Liabilities | $17,918,934 | $16,663,353 | | **Total Shareholders' Deficit** | **($6,109,276)** | **($3,998,794)** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For Q1 2020, total revenue surged to **$10.41 million** due to the Goedeker acquisition, but operating expenses also rose, widening the net loss attributable to shareholders to **$1.37 million** Consolidated Statements of Operations (Unaudited) | Financial Metric | Three Months Ended March 31, 2020 (USD) | Three Months Ended March 31, 2019 (USD) | | :--- | :--- | :--- | | **Total Revenue** | **$10,411,348** | **$812,371** | | Furniture and appliances | $9,677,178 | - | | Total Operating Expenses | $12,485,677 | $1,573,881 | | Loss from Operations | ($2,074,329) | ($761,510) | | **Net Loss Attributable to Shareholders** | **($1,372,297)** | **($368,579)** | | Net Loss Per Share (Basic and diluted) | ($0.43) | ($0.12) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2020, net cash provided by operating activities significantly improved to **$1.24 million**, primarily due to increased customer deposits, resulting in a **$63,657** increase in cash to **$302,417** Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2020 (USD) | Three Months Ended March 31, 2019 (USD) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1,236,777 | ($4,033) | | Net cash provided by (used in) investing activities | ($19,758) | $29,454 | | Net cash used in financing activities | ($1,153,362) | ($263,077) | | **Net Change in Cash** | **$63,657** | **($237,656)** | | Cash at End of Period | $302,417 | $96,224 | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) These notes detail the company's organization, accounting policies, and segment reporting, including the Goedeker acquisition, debt instruments, and subsequent events like PPP loans and convertible note amendments - The company operates in two segments: the Retail and Appliances Segment (operated by Goedeker) and the Land Management Segment (operated by Neese)[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) - The acquisition of Goedeker Television's assets was completed on April 5, 2019. A working capital dispute with the seller for **$809,000** is currently in arbitration[109](index=109&type=chunk)[113](index=113&type=chunk) - The company is in technical, non-payment default on loan agreements with Burnley and SBCC due to non-compliance with financial covenants. Neese also failed to comply with a debt coverage ratio covenant on its loan from Home State Bank[140](index=140&type=chunk)[142](index=142&type=chunk)[157](index=157&type=chunk) - Subsequent to the quarter end, subsidiaries Goedeker and Neese received Payroll Protection Program (PPP) loans of **$642,600** and **$383,600**, respectively. The company also amended its convertible note with Leonite, extending the maturity and issuing additional warrants[231](index=231&type=chunk)[234](index=234&type=chunk)[237](index=237&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2020 performance, highlighting revenue growth from the Goedeker acquisition, the impact of COVID-19 on operations, and details on liquidity, capital resources, and debt obligations including covenant defaults and remediation plans [Overview and Recent Developments](index=39&type=section&id=Overview%20and%20Recent%20Developments) This section outlines the company's two segments, Goedeker and Neese, detailing the impact of the COVID-19 pandemic on operations, the receipt of PPP loans, and subsequent amendments to a convertible note - The company's business is comprised of two segments: Goedeker (e-commerce for home furnishings) and Neese (agricultural services)[246](index=246&type=chunk)[247](index=247&type=chunk) - The COVID-19 pandemic forced the closure of Goedeker's physical showroom, but its e-commerce, call center, and warehouse operations continued, as **over 90% of its sales are online**[251](index=251&type=chunk) - In April 2020, subsidiaries Goedeker and Neese received Payroll Protection Program (PPP) loans of **$642,600** and **$383,600**, respectively[259](index=259&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Q1 2020 total revenues increased substantially to **$10.41 million**, primarily from the Goedeker segment, while the land management segment's revenue decreased, leading to a consolidated net loss of **$1.37 million** Results of Operations Comparison (Unaudited) | Metric | Three Months Ended March 31, 2020 (USD) | Three Months Ended March 31, 2019 (USD) | | :--- | :--- | :--- | | **Total Revenues** | **$10,411,348** | **$812,371** | | Cost of Sales | $8,366,438 | $213,750 | | Loss from Operations | ($2,074,329) | ($761,510) | | **Net Loss Attributable to Shareholders** | **($1,372,297)** | **($368,579)** | - The Retail and Appliances segment (Goedeker) generated **$9,677,178** in revenue for Q1 2020[275](index=275&type=chunk)[278](index=278&type=chunk) - The Land Management Services segment (Neese) revenue decreased **9.6%** YoY to **$734,170**, primarily due to a decline in trucking revenue[278](index=278&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2020, the company had **$302,417** in cash, facing technical defaults on loan covenants, with remediation plans including a proposed public offering for Goedeker, and total outstanding debt of approximately **$10.46 million** - The company had cash and cash equivalents of **$302,417** as of March 31, 2020[290](index=290&type=chunk) - Goedeker was in technical, non-payment default on loan covenants with Burnley and SBCC. Remediation plans include a proposed public offering of Goedeker's common stock to repay the loans[293](index=293&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk) Total Debt Summary as of March 31, 2020 | Debt Category | Current Portion (USD) | Long-Term Portion (USD) | Total (USD) | | :--- | :--- | :--- | :--- | | **Total Debt** | **$8,142,315** | **$2,318,651** | **$10,460,966** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the current report - Not applicable[376](index=376&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2020, due to material weaknesses, with ongoing remediation efforts including new hires and training - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2020[378](index=378&type=chunk) - Identified material weaknesses include a lack of appropriate policies for accounting/disclosure review and inadequate segregation of duties[381](index=381&type=chunk) - Remediation efforts include hiring a permanent CFO (Robert D. Barry, CPA), providing GAAP training, and continuing to use outsourced accounting services[382](index=382&type=chunk)[383](index=383&type=chunk)[384](index=384&type=chunk) Part II - Other Information [Item 1. Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings) The company is not aware of any legal proceedings or claims expected to have a material adverse effect on its business or financial condition - The company is not aware of any legal proceedings expected to have a material adverse effect[388](index=388&type=chunk) [Item 1A. Risk Factors](index=60&type=section&id=Item%201A.%20Risk%20Factors) This section is not applicable for the current quarterly report - Not applicable[389](index=389&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=60&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or repurchases of common shares during the quarter - No unregistered sales of equity securities were made during the quarter that were not previously disclosed[390](index=390&type=chunk) - The company did not repurchase any of its common shares during the quarter[391](index=391&type=chunk) [Item 3. Defaults Upon Senior Securities](index=60&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no payment defaults upon senior securities - None reported[393](index=393&type=chunk) [Item 4. Mine Safety Disclosures](index=60&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable - Not applicable[395](index=395&type=chunk) [Item 5. Other Information](index=60&type=section&id=Item%205.%20Other%20Information) No information required on Form 8-K was omitted, and there were no material changes to board nominee recommendation procedures - No information required to be reported on Form 8-K during the quarter was omitted[396](index=396&type=chunk) [Item 6. Exhibits](index=61&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including a Stock Purchase Agreement for Asien's Appliance, Inc. acquisition and Sarbanes-Oxley certifications - Filed exhibits include a Stock Purchase Agreement for the planned acquisition of Asien's Appliance, Inc. and Sarbanes-Oxley certifications[397](index=397&type=chunk)

Acquisitions and Business Strategy - The company acquired Neese for a total purchase price of $6,655,000, which included $2,225,000 in cash and a promissory note of $1,875,000[73]. - Goedeker acquired substantially all assets of Goedeker Television for $6,200,000, consisting of $1,500,000 in cash and a promissory note of $4,100,000[75]. - The company aims to acquire small businesses with revenue of at least $5.0 million and current year EBITDA of at least $1.5 million[85]. - The management team has over 60 years of combined experience in acquiring and managing small businesses, overseeing the acquisition and financing of over 50 businesses[82]. - The company expects to acquire small businesses for multiples ranging from three to six times EBITDA[85]. Management Services and Fees - The management services agreement allows the manager to perform day-to-day operations and oversee acquisitions and dispositions[90]. - The company will establish series A preferred shares in connection with its offering[72]. - The management team is incentivized through potential issuance of units to employees of the manager[79]. - The company has the right to terminate the management services agreement under specific conditions, including a majority vote from the board of directors[96]. - The management fee is set at 0.5% of adjusted net assets, equating to an annualized rate of 2.0%[115]. - The management fee for the quarter is calculated based on adjusted net assets, which totaled $90,000 in a hypothetical example, resulting in a quarterly management fee of $450[128]. - Offsetting management fees from acquired companies can reduce the management fee dollar-for-dollar, with a total of $400 in offsetting fees in the hypothetical example[128]. - The company has entered into offsetting management services agreements with 1847 Neese and Goedeker, with a quarterly management fee of $62,500 for Goedeker[123]. - The management fee paid by 1847 Neese or Goedeker is capped at 9.5% of the company's gross income for the fiscal year[123]. - The manager is entitled to a profit allocation of 20% on certain profits after surpassing an 8% annual hurdle rate[108]. - The company may incur debt or liquidate assets to meet management fee obligations if liquid assets are insufficient[117]. - The management services agreement allows for the termination of offsetting agreements with 60 days' notice without termination fees[101]. - The management fee is prioritized over distributions to series A preferred shares and common shareholders[112]. - The adjusted net assets calculation excludes total cash and cash equivalents and adjusted total liabilities[129]. - The quarterly management fee is calculated as 0.5% of the company's adjusted net assets as of the calculation date[131]. - Transaction services agreements allow the manager to charge fees based on a tiered structure: 2.0% for the first $50 million, 1.5% for the next $50 million, and 1.0% for amounts over $100 million[134]. - The manager is entitled to a 20% profit allocation upon the sale of a subsidiary if certain conditions are met, including exceeding an 8% hurdle rate[144]. - The profit allocation is based on the total profit allocation amount exceeding the relevant hurdle amounts at the calculation date[147]. - The company will pay a termination fee equal to two times the sum of the quarterly management fees for the four quarters preceding the termination[143]. - The manager's profit allocation will not be paid if the total profit allocation amount does not exceed the level 1 hurdle amount[150]. - The company is responsible for reimbursing the manager for costs incurred in connection with the management services agreement, excluding overhead costs[139]. - Tax distributions will be paid to the manager if taxable income is allocated but not realized through distributions[154]. - The calculation of the manager's profit allocation will be subject to review and approval by the company's board of directors[152]. - If the company lacks sufficient liquid assets to pay profit allocations, it may need to liquidate assets or incur debt[157]. Financial Performance and Profit Allocation - Quarterly management fee contribution-based profit since acquisition for subsidiary A is $5 million, while for subsidiary B it is $7 million[1]. - Total profit allocation amount is $30 million, compared to $27 million in the previous period[5]. - Business's excess over level 1 hurdle amount is $18 million, up from $17 million previously[9]. - Manager's profit allocation for the current period is $6 million, significantly higher than $1.4 million in the previous period[16]. - Cumulative gains and losses amount to $25 million, with cumulative capital gains at $25 million and cumulative capital losses at $20 million[3]. - Business's average allocated share of consolidated net equity is 50%[7]. - High water mark allocation is $0, compared to $4 million in the previous period[15]. - Allocated to manager as "catch-up" is $3 million, an increase from $2.5 million previously[11]. - Business's level 2 hurdle amount is $15 million, compared to $12.5 million previously[10]. - Cumulative allocation to manager is $6 million, up from $5.4 million in the previous period[14]. Revenue Sources and Market Position - Neese's service revenues accounted for approximately 65.9% and 63.2% of total revenues for the years ended December 31, 2019 and 2018, respectively[198]. - Goedeker's appliance sales represented approximately 82.2% of its revenues from acquisition (April 5, 2019) to December 31, 2019[229]. - Goedeker's furniture sales accounted for approximately 12.7% of its revenues for the same period[230]. - Neese serves approximately 580 active accounts, with one customer accounting for more than 10% of sales and the next largest customer accounting for 3.4%[211]. - Neese plans to expand its trucking services, currently operating a fleet of 13 trucks to increase revenue during slower waste hauling periods[218]. - Goedeker offers over 227,000 SKUs, with a focus on providing a seamless online shopping experience[225]. - Neese maintains strong relationships with suppliers, with two suppliers representing 10% or more of total purchases[203]. - Goedeker's pricing model aims to be the lowest in the market, with daily price tracking on over 22,000 appliance SKUs[232]. - Neese's competitive advantage includes a long-standing reputation for high-quality products and services, particularly in the agricultural sector[213]. - Neese employs 29 full-time employees across various functions, with no representation by labor unions[222]. - Goedeker's total purchases from suppliers in 2019 amounted to $39,407,900, with Whirlpool being the largest supplier at 44.1% of total purchases[234]. - Goedeker has an extensive database of approximately 198,000 past and potential opt-in customers, utilizing targeted email marketing to engage about one-third of them weekly[237]. - Approximately 50% of Goedeker's clientele has an annual income exceeding $100,000, indicating a strong market for premium product offerings[241]. - Goedeker's marketing strategy includes a $20 discount coupon for orders over $850, successfully converting browsers to buyers[238]. - The company plans to expand into the commercial market, targeting home builders and contractors to increase revenue opportunities[252]. - Goedeker aims to capitalize on the growth of online retail, which has significantly increased in recent years[253]. - The company intends to open its operations on Sundays to generate additional sales, as it has traditionally been closed on that day[256]. - Goedeker employs 72 full-time employees across various departments, with the largest teams in Accounting/Finance and Sales and Marketing[258]. - The company has scaled back its affiliate marketing efforts due to administrative burdens and tax impacts, maintaining only one affiliate relationship[240]. - Goedeker's competitive strengths include a 50+ year reputation for quality products and strong customer relationships, with 40% of orders involving direct communication with sales staff[248][249].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 333-193821 | --- | --- | |------------------------------------------------------------------|------ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 333-193821 1847 HOLDINGS LLC (Exact name of registrant as specified in its charter) Delaware 38-3922937 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 38-3922937 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) FORM 10−Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commiss ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No. 333-193821 1847 HOLDINGS LLC (Exact name of registrant as specified in its charter) | --- | --- | |---------------- ...