EX-99.2 3 ea023107201ex99-2_1847hold.htm UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Exhibit 99.2

 

CMD Inc.

CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2024 and 2023

(UNAUDITED)

 

 

 

 

TABLE OF CONTENTS

 

Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023   F-2
     
Condensed Consolidated Statements of Income and Changes in Owners’ Equity for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)   F-3
     
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)   F-4
     
Condensed Consolidated Notes to Financial Statements (Unaudited)   F-5 – F-10

 

F-1

 

 

CMD Inc.

CONDENSED CONSOLIDATED

BALANCE SHEETS

 

   September 30,
2024
   December 31,
2023
 
ASSETS  (Unaudited)     
         
Current Assets        
Cash and cash equivalents  $4,813,138   $641,526 
Accounts receivables, net   6,178,698    5,284,862 
Contract assets, net   1,860,806    1,373,107 
Inventory   880,809    1,239,067 
Prepaid expenses and other current assets   1,350    80,898 
Total Current Assets   13,734,801    8,619,460 
           
Property and equipment, net   2,949,642    3,147,878 
TOTAL ASSETS  $16,684,443   $11,767,338 
           
LIABILITIES AND OWNERS’ EQUITY          
           
Current Liabilities          
Accounts payable and accrued expenses  $1,215,689   $1,317,270 
Contract liabilities   2,305,055    1,901,655 
Current portion of finance lease liabilities   110,172    311,117 
Current portion of notes payable   115,558    240,946 
Total Current Liabilities   3,746,474    3,770,988 
           
Finance lease liabilities, net of current portion   122,642    17,636 
Notes payable, net of current portion   3,701,960    3,826,836 
TOTAL LIABILITIES   7,571,076    7,615,460 
           
OWNERS’ EQUITY   9,113,367    4,151,878 
TOTAL LIABILITIES AND OWNERS’ EQUITY  $16,684,443   $11,767,338 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

F-2

 

 

CMD Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND CHANGES IN OWNERS’ EQUITY

(UNAUDITED)

 

 

   For the Nine Months Ended  
September 30,
 
   2024   2023 
Revenues  $23,296,729   $19,128,810 
 Cost of revenues   12,513,565    12,002,943 
Gross Profit   10,783,164    7,125,867 
           
Operating Expenses          
Personnel   2,818,439    2,402,610 
Depreciation   223,584    196,652 
General and administrative   994,240    892,171 
Professional fees   71,665    34,186 
Total Operating Expenses   4,107,928    3,525,619 
           
INCOME FROM OPERATIONS   6,675,236    3,600,248 
           
Other Income (Expenses)          
Other income   22,127    836 
Interest expense   (128,308)   (165,867)
Gain on disposal of property and equipment   -      28,767 
Realized loss from marketable securities   -      (17,714)
Total Other Expenses   (106,181)   (153,978)
           
NET INCOME  $6,569,055   $3,446,270 
           
           
OWNERS’ EQUITY – BEGINNING   4,151,878    (1,293,277)
OWNERS’ DISTRIBUTIONS   (1,607,566)   (273,837)
NET INCOME   6,569,055    3,446,270 
OWNERS’ EQUITY – ENDING  $9,113,367   $1,879,156 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

F-3

 

 

CMD Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   For the Nine Months Ended
September 30,
 
   2024   2023 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net income  $6,569,055   $3,446,270 
Adjustments to reconcile net income to net cash provided by operating activities:          
Gain on disposal of property and equipment   -    (28,767)
Depreciation   223,584    196,652 
Changes in operating assets and liabilities:          
Accounts receivable   (893,836)   (3,260,862)
Inventory   358,258    (92,483)
Contract assets   (487,699)   (466,197)
Prepaid expenses and other current assets   79,548    (500)
Accounts payable and accrued expenses   (101,581)   936,765 
Contract liabilities   403,400    802,112 
Net cash provided by operating activities   6,150,729    1,532,990 
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchases of property and equipment   (25,348)   (28,969)
Proceeds from disposal of property and equipment   -    37,100 
Net investment in marketable securities   -    472,568 
Net cash provided by (used in) investing activities   (25,348)   480,699 
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Repayments of notes payable and finance lease liabilities   (346,203)   (276,986)
Repayments of  lines of credit   -    (305,000)
Distributions paid   (1,607,566)   (273,837)
Net cash used in financing activities   (1,953,769)   (855,823)
           
NET CHANGE IN CASH AND CASH EQUIVALENTS   4,171,612    1,157,866 
           
CASH AND CASH EQUIVALENTS          
Beginning of the period   641,526    282,691 
End of the period  $4,813,138    1,440,557 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION          
Cash paid for interest  $138,604    176,477 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES          
Financed purchases of property and equipment  $-   $87,615 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

F-4

 

 

CMD Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

 

NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION

 

The accompanying unaudited interim condensed consolidated financial statements of CMD Inc. (“CMD” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and do not include all the information and footnotes required by GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2023 and 2022. 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 nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of CMD, its wholly owned subsidiary CMD Finish Carpentry LLC, as well as variable interest entities (“VIEs”) of which CMD is deemed to be the primary beneficiary (see Note 2). All intercompany accounts and transactions have been eliminated in consolidation.

 

Recently Adopted Accounting Pronouncements

 

In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The amendments in this update require acquiring entities to apply ASC 606, “Revenue from Contracts with Customers,” to recognize and measure contract assets and contract liabilities in business combinations. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, for private companies. The Company will adopt this guidance for business combinations occurring on or after the effective date. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

 

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its condensed consolidated financial statements.

 

NOTE 2—VARIABLE INTEREST ENTITIES

 

CMD consolidates Delancey LLC (“Delancey”) and CD Gowan LLC (“CD Gowan”) in accordance with ASC 810,”Consolidation,” as CMD is deemed to be the primary beneficiary of these entities. These entities were established solely to own and lease real estate to CMD, which is their sole tenant and primary source of cash flows. A VIE is consolidated by the primary beneficiary when it has both (1) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. As a result, Delancey and CD Gowan are included in the Company’s condensed consolidated financial statements, and all intercompany transactions, including lease payments, are eliminated in consolidation.

 

F-5

 

 

CMD Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

 

The carrying amounts and classification of assets and liabilities for variable interest entities in the condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023 are as follows:

 

   September 30,
2024
   December 31,
2023
 
ASSETS          
           
Current Assets          
Cash and cash equivalents  $10,972   $20,170 
Total Current Assets   10,972    20,170 
           
Property and equipment, net   2,443,580    2,508,560 
TOTAL ASSETS  $2,454,552   $2,528,730 
           
LIABILITIES AND OWNERS’ DEFICIT          
           
Current Liabilities          
Current portion of notes payable  $88,680   $115,221 
Total Current Liabilities   88,680    115,221 
           
Notes payable, net of current portion   3,193,003    3,255,142 
TOTAL LIABILITIES   3,281,683    3,370,363 
           
OWNERS’ DEFICIT   (827,131)   (841,633)
TOTAL LIABILITIES AND OWNERS’ DEFICIT  $2,454,552   $2,528,730 

 

NOTE 3—DISAGGREGATION OF REVENUES

 

Revenue is primarily derived from contracts with customers for finished carpentry and related products and services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories.

 

The Company’s revenues for the nine months ended September 30, 2024 and 2023 are disaggregated as follows:

 

   For the Nine Months Ended
September 30,
 
   2024   2023 
Doors, frames, hardware, and trim  $16,949,735   $15,899,464 
Cabinetry and millwork   5,809,779    2,930,235 
Specialty construction accessories   537,215    299,111 
Total revenues  $23,296,729   $19,128,810 

 

NOTE 4—PROPERTY AND EQUIPMENT

 

Property and equipment as of September 30, 2024 and December 31, 2023 consisted of the following:

 

   September 30,
2024
   December 31,
2023
 
Machinery and equipment  $702,625   $696,854 
Office furniture and equipment   214,598    195,021 
Transportation equipment   361,606    361,606 
Buildings [1]   2,600,000    2,600,000 
Land [1]   305,000    305,000 
Total property and equipment   4,183,829    4,158,481 
Less: accumulated depreciation   (1,234,187)   (1,010,603)
Total property and equipment, net  $2,949,642   $3,147,878 

 

[1]The buildings and land were owned by VIEs in which CMD is deemed to be the primary beneficiary. Refer to Note 2 for further details.

 

Depreciation expense for the nine months ended September 30, 2024 and 2023 was $223,584 and $196,652, respectively.

 

F-6

 

 

CMD Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

 

NOTE 5—ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses as of September 30, 2024 and December 31, 2023 consisted of the following:

 

   September 30,
2024
   December 31,
2023
 
Trade accounts payable  $1,081,486   $1,110,869 
Credit cards payable   20,868    19,324 
Accrued payroll liabilities   62,357    126,821 
Accrued sales and use tax   38,999    37,981 
Accrued interest   11,979    22,275 
Total accounts payable and accrued expenses  $1,215,689   $1,317,270 

 

NOTE 6—FINANCE LEASES

 

Finance leases as of September 30, 2024 and December 31, 2023 consisted of the following:

 

  

September 30,

2024

   December 31,
2023
 
Machinery and equipment  $568,861   $568,861 
Less: accumulated depreciation   (307,705)   (222,421)
Total leased equipment, net  $261,156   $346,440 
           
Finance lease liabilities, current portion   110,172    311,117 
Finance lease liabilities, long-term   122,642    17,636 
Total finance lease liabilities  $232,814   $328,753 
           
Weighted-average remaining lease term (months)   2.1    2.7 
Weighted average discount rate   4.7%   5.0%

 

Depreciation expense from financed equipment for the nine months ended September 30, 2024 and 2023 was $85,284 and $82,289, respectively. Interest expense from financed equipment for the nine months ended September 30, 2024 and 2023 was $10,637 and $14,537, respectively.

 

Estimated future minimum payments of finance leases for the next five years consists of the following as of September 30, 2024:

 

Year Ending December 31,   Amount  
2024 (remaining)   $ 33,156  
2025     113,673  
2026     97,342  
Total     244,171  
Less: amount representing interest     (11,357 )
Total finance lease liabilities   $ 232,814  

 

F-7

 

 

CMD Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

 

NOTE 7—NOTES PAYABLE

 

Notes payable as of September 30, 2024 and December 31, 2023 consisted of the following:

 

   September 30,
2024
   December 31,
2023
 
Vehicle loans  $35,835   $105,148 
SBA EIDL loan   500,000    500,000 
Chase Bank loan (Delancey building)[1]   1,761,389    1,817,128 
Chase Bank loan (CD Gowan building) [1]   829,304    848,507 
SBA loan (CD Gowan building) [1]   690,990    704,728 
Note payable (materials purchase)   -    92,271 
Total notes payable  $3,817,518   $4,067,782 
           
Current portion of notes payable  $115,558   $240,946 
Notes payable, net of current portion  $3,701,960   $3,826,836 

 

[1]These three loans represent building loans held by VIEs in which CMD is deemed to be the primary beneficiary. Refer to Note 2 for further details.

 

Estimated future minimum principal payments of notes payable for the next five years consists of the following as of September 30, 2024:

 

Year Ending December 31,   Amount  
2024 (remaining)   $ 36,218  
2025     120,251  
2026     147,707  
2027     195,547  
2028     246,262  
Thereafter     3,071,433  
Total payments   $ 3,817,518  

  

NOTE 8—SUPPLIER AND CUSTOMER CONCENTRATIONS

 

Significant customers and suppliers are those that account for greater than ten percent of the Company’s revenues and purchases.

 

For the nine months ended September 30, 2024 and 2023, the Company had six customers, whose total revenue accounted for 48.2% percent and 53.8% percent of the Company’s revenue, respectively.

 

For the nine months ended September 30, 2024 and 2023, the Company purchased a substantial portion of finished goods from two third-party vendors, which compromised 35.9% percent and 41.6% percent of the Company’s purchases, respectively. The Company believes there are other suppliers that could be substituted should any of the suppliers become unavailable or non-competitive.

 

NOTE 9—COMMITMENTS AND CONTINGENCIES

 

There are no legal proceedings which the Company believes will have a material adverse effect on its financial position.

 

F-8

 

 

CMD Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

 

NOTE 10—SUBSEQUENT EVENTS

 

Completed Acquisition

 

On November 4, 2024, 1847 CMD Inc. (“1847 CMD”), a wholly owned subsidiary of 1847 Holdings LLC (the “1847 Holdings”), entered into a stock and membership interest purchase agreement with Christopher M. Day (who owns 100% of CMD), which was amended and restated on December 5, 2024 and further amended on December 13, 2024 and December 16, 2024 (as so amended, the “CMD Purchase Agreement”). Pursuant to the CMD Purchase Agreement, 1847 CMD agreed to acquire (the “Acquisition”), all of the issued and outstanding capital stock of CMD and all of the membership interests of CMD Finish Carpentry LLC, a Nevada limited liability company (“Finish” and together with CMD, the “CMD Companies”), from The CD Trust, dated October 18, 2021 (the “Seller”).

 

On December 16, 2024, closing of the transactions contemplated by the CMD Purchase Agreement was completed. Pursuant to the CMD Purchase Agreement, 1847 CMD acquired the CMD Companies for an aggregate purchase price of $18,750,000, consisting of $17,750,000 in cash (subject to adjustments) and $1,000,000 of a promissory note in the principal amount of $1,050,000 (collectively, the “Purchase Price”), the remaining $50,000 of which is allocated for Seller’s expenses. 1847 CMD also paid $25,000 in cash at the closing to be applied towards the Seller’s legal fees. Upon the execution of the CMD Purchase Agreement, 1847 CMD also paid the Seller a deposit of $1,000,000, which was not applied to the Purchase Price at closing since the closing did not occur prior to December 3, 2024, as originally required by the CMD Purchase Agreement.

 

The Purchase Price is subject to a post-closing working capital adjustment provision. Under this provision, the Seller delivered to 1847 CMD at the closing an unaudited balance sheet of the CMD Companies as of December 12, 2024 (the “Preliminary Balance Sheet”). On or before the 75th day following the closing, 1847 CMD must deliver to the Seller an audited balance sheet of the CMD Companies as of December 12, 2024 (the “Final Balance Sheet”). If the final net working capital reflected in the Final Balance Sheet exceeds the estimated net working capital reflected in the Preliminary Balance Sheet, 1847 CMD must issue to the Seller a promissory note in the principal amount equal to such excess. If the estimated net working capital reflected in the Preliminary Balance Sheet exceeds the final net working capital reflected in the Final Balance Sheet, the Seller must, within thirty (30) days, pay to 1847 CMD an amount in cash equal to such excess.

 

As noted above, a portion of the Purchase Price was paid by the issuance of a promissory note in the principal amount of $1,050,000 by 1847 CMD to the Seller (the “Note”). The Note is due and payable on February 16, 2025 and does not bear interest; provided that upon a default, as described in the Note, interest shall accrue at a rate of fifteen percent (15%) per annum until such default is cured. Additionally, if any payment of principal or interest is past due by five (5) days or more, a late fee will be due in an amount equal to 7.5% of the payment due. Subject to the rights of the Senior Lenders (as defined in the Note), the Note is secured by all of the assets of 1847 CMD and the CMD Companies, pursuant to a security agreement, dated December 16, 2024, among 1847 CMD, the CMD Companies and the Seller, a pledge agreement, dated December 16, 2024, between 1847 Holdings and the Seller relating to the equity interests of 1847 CMD, and a pledge agreement, dated December 16, 2024, between 1847 CMD and the Seller relating to the equity interests of the CMD Companies. The Note is also guaranteed by 1847 Holdings and the CMD Companies, pursuant to a Guaranty, dated December 16, 2024, by 1847 Holdings and the CMD Companies in favor of the Seller.

 

Lease Agreements

 

On December 16, 2024, 1847 CMD also entered into a lease agreement with Delancey (the “Delancey Lease”) relating to the properties leased by the CMD Companies prior to the Acquisition located at 4485 Delancey Drive, Las Vegas, Nevada 89103 and 4495 Delancey Drive, Las Vegas, Nevada 89103 (collectively, the “Delancy Property”). The Delancey Lease provides for a base rent of $20,000 per month, which shall increase annually by an amount equal to three percent (3%) of the previous year’s base rent. In addition, 1847 CMD will be responsible for all taxes, insurance and certain operating costs during the lease term. Further, in the event that the mortgage lender on the Delancy Property calls the mortgage loan due to the change in tenant and Delancy is required to refinance the Delancy Property, 1847 CMD agreed to pay the costs associated with such refinancing, and the increase in the monthly mortgage payments resulting from such refinancing, if any, will be added to the base rent. The Delancey Lease expires on December 31, 2029; provided that the term may be extended for two (2) additional five (5) year periods.

 

F-9

 

 

CMD Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(UNAUDITED)

 

On December 16, 2024, 1847 CMD also entered into a lease agreement with CD Gowan (the “Gowan Lease”) relating to the property leased by the CMD Companies prior to the Acquisition located at 2421 East Gowan Road, North Las Vegas, Nevada 89030 (the Gowan Property”). The Gowan Lease provides for a base rent of $15,000 per month, which shall increase annually by an amount equal to three percent (3%) of the previous year’s base rent. In addition, 1847 CMD will be responsible for all taxes, insurance and certain operating costs during the lease term. Further, in the event that the mortgage lender on the Gowan Property calls the mortgage loan due to the change in tenant and CD Gowan is required to refinance the Gowan Property, 1847 CMD agreed to pay the costs associated with such refinancing, and the increase in the monthly mortgage payments resulting from such refinancing, if any, will be added to the base rent. The Gowan Lease expires on December 31, 2029; provided that the term may be extended for two (2) additional five (5) year periods.

 

F-10