Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | 1847 HOLDINGS LLC |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001599407 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | |||
Cash | $ 973,172 | $ 976,538 | $ 174,290 |
Restricted cash | 403,811 | ||
Accounts receivable, net | 2,114,337 | 525,625 | 591,369 |
Inventories, net | 4,155,926 | 2,022,754 | 235,342 |
Contract assets | 109,968 | 70,230 | |
Prepaid expenses and other current assets | 635,908 | 550,964 | 230,690 |
Discontinued operations – current assets | 1,324,608 | 4,494,402 | |
TOTAL CURRENT ASSETS | 7,989,311 | 5,874,530 | 5,726,093 |
Investments | 276,540 | 276,270 | |
Property and equipment, net | 562,235 | 398,503 | 3,181,821 |
Operating lease right-of-use assets | 733,180 | 357,208 | 565,080 |
Goodwill | 7,680,771 | 5,989,817 | 22,166 |
Intangible assets, net | 5,270,816 | 3,885,467 | 14,733 |
Deferred tax asset | |||
Other assets | 6,851 | 375 | 375 |
Discontinued operations – long-term assets | 2,457,770 | 9,784,524 | |
TOTAL ASSETS | 22,519,704 | 19,239,940 | 19,294,792 |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 3,106,924 | 2,558,559 | 1,552,410 |
Floor plan payable | 10,581 | ||
Current portion of operating lease liability | 185,128 | 66,803 | 63,253 |
Advances, related party | 193,761 | 190,192 | 43,833 |
Line of credit | 1,296,309 | 301,081 | |
Due to seller | 33,630 | ||
Note payable – related party | 56,900 | 56,900 | 119,400 |
Notes payable – current portion | 917,003 | 429,183 | 3,299,364 |
Contract liabilities | 10,580 | 77,403 | |
Customer deposits | 3,596,575 | 3,370,957 | |
Current portion of financing lease liability | 358,584 | ||
Discontinued operations – current liabilities | 999,122 | 11,215,928 | |
TOTAL CURRENT LIABILITIES | 9,363,180 | 8,083,830 | 16,663,353 |
Operating lease liability – long term, net of current portion | 552,285 | 291,183 | 501,827 |
Notes payable – long term, net of current portion | 4,593,691 | 1,637,310 | 1,025,000 |
Deferred tax liability | 285,000 | 62,800 | |
Accrued expenses – long term, related party | 905,780 | ||
Financing lease liability, net of current portion | 275,874 | ||
Discontinued operations – long-term liabilities | 5,981,467 | 3,858,952 | |
TOTAL LIABILITIES | 14,794,156 | 15,993,790 | 23,293,586 |
SHAREHOLDERS’ EQUITY | |||
Allocation shares, 1,000 shares issued and outstanding | 1,000 | 1,000 | 1,000 |
Series A convertible preferred stock | 4,635,656 | 2,971,427 | |
Distribution receivable | (2,000,000) | (2,000,000) | |
Common Shares | 4,843 | 4,444 | 3,165 |
Additional paid-in capital | 19,949,403 | 17,005,491 | 442,014 |
Accumulated deficit | (13,987,670) | (13,856,973) | (4,402,043) |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ EQUITY | 8,603,232 | 4,125,389 | (3,955,864) |
NON-CONTROLLING INTERESTS | (877,684) | (879,239) | (42,930) |
TOTAL SHAREHOLDERS’ EQUITY | 7,725,548 | 3,246,150 | (3,998,794) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 22,519,704 | $ 19,239,940 | $ 19,294,792 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allocation shares, issued | 1,000 | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 | 1,000 |
Common Shares, authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common Shares, issued | 4,842,851 | 4,444,013 | 3,165,625 |
Common Shares, outstanding | 4,842,851 | 4,444,013 | 3,165,625 |
Series A Convertible Preferred Stock | |||
Series A convertible preferred stock, shares outstanding | 4,450,460 | 2,632,278 | |
Series A convertible preferred stock, share authorized | 3,157,895 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES | ||||||
Furniture and appliances | $ 3,145,955 | $ 3,141,313 | $ 9,762,939 | $ 4,327,294 | $ 7,625,222 | |
Services | 3,379,655 | 4,201,414 | ||||
Sales of parts and equipment | 3,322,944 | 2,178,611 | ||||
Construction | 1,338,428 | 4,169,305 | 1,120,224 | |||
Automotive supplies | 2,250,645 | 4,231,013 | ||||
TOTAL REVENUE | 6,735,028 | 3,141,313 | 18,163,257 | 4,327,294 | 15,448,045 | 6,380,025 |
OPERATING EXPENSES | ||||||
Cost of sales | 4,573,123 | 2,429,714 | 12,348,594 | 3,353,608 | 9,406,228 | 1,830,067 |
Personnel costs | 876,991 | 216,904 | 2,198,231 | 298,187 | 2,553,589 | 2,228,194 |
Depreciation and amortization | 299,477 | 59,376 | 547,655 | 62,919 | 1,447,077 | 1,352,874 |
Fuel | 378,115 | 718,495 | ||||
General and administrative | 1,844,979 | 693,556 | 4,519,504 | 1,565,666 | 4,185,442 | 1,569,149 |
TOTAL OPERATING EXPENSES | 7,594,570 | 3,399,550 | 19,613,984 | 5,280,380 | 17,970,451 | 7,698,779 |
NET LOSS FROM OPERATIONS | (859,542) | (258,237) | (1,450,727) | (953,086) | (2,522,406) | (1,318,754) |
OTHER INCOME (EXPENSE) | ||||||
Gain on forgiveness of debt | 360,302 | |||||
Financing costs | (7,982) | (141,429) | (14,050) | (170,001) | (205,075) | (32,400) |
Loss on extinguishment of debt | (286,350) | (757,792) | (286,350) | (382,681) | ||
Gain on disposition of subsidiary | 3,282,804 | |||||
Other income/(expense) | 14,424 | 10,885 | (24,271) | |||
Gain on sale of property and equipment | 130,749 | 57,603 | ||||
Interest expense | (120,217) | (22,692) | (295,782) | (29,530) | (460,559) | (523,780) |
TOTAL OTHER INCOME (EXPENSE) | (113,775) | (450,471) | 2,586,367 | (485,881) | (941,837) | (498,577) |
NET INCOME (LOSS) BEFORE INCOME TAXES | (973,317) | (708,708) | 1,135,640 | (1,438,967) | (3,464,243) | (1,817,331) |
INCOME TAX BENEFIT | 82,000 | 21,900 | 97,000 | (431,631) | (504,060) | |
NET INCOME (LOSS) AFTER TAXES | (973,317) | (626,708) | 1,157,540 | (1,341,967) | ||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (973,317) | (626,708) | 1,157,540 | (1,341,967) | (3,032,612) | (1,313,271) |
NET LOSS FROM DISCONTINUED OPERATIONS | ||||||
Income (loss) from discontinued operations before income taxes | (5,073,901) | 240,405 | (12,717,710) | (10,964,688) | (2,766,453) | |
Less provision for income taxes for discontinued operations | (873,176) | (2,309,929) | (698,303) | 698,303 | ||
Net income (loss) from discontinued operations | (4,200,725) | 240,405 | (10,407,781) | (11,662,991) | (2,068,150) | |
Less net income (loss) from discontinued operations attributable to noncontrolling interests | (1,669,777) | 108,182 | (3,260,361) | 4,491,220 | 620,445 | |
Net income (loss) from discontinued operations attributable to 1847 Holdings common shareholders | (2,530,948) | 132,223 | (7,147,420) | (7,171,771) | (1,447,705) | |
NET INCOME (LOSS) | (973,317) | (3,157,656) | 1,289,763 | (8,489,387) | (10,204,383) | (2,760,976) |
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (65,008) | (233,897) | (106,628) | (669,811) | (595,731) | (514,019) |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | (908,309) | (2,923,759) | 1,396,391 | (7,819,576) | (9,608,652) | (2,246,957) |
PREFERRED STOCK ACCRUED DIVIDEND | 314,093 | 813,481 | ||||
DEEMED DIVIDEND RELATED TO ISSUANCE OF PREFERRED STOCK | 1,527,086 | 3,051,478 | ||||
DISTRIBUTION – ALLOCATION SHARES | 5,985,000 | |||||
1847 GOEDEKER SPIN-OFF DIVIDEND | 283,257 | |||||
NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS | $ (1,222,402) | $ (2,923,759) | $ (944,176) | $ (7,819,576) | $ (18,928,387) | $ (2,246,957) |
Net income (loss) per common share from continuing operations: basic (in Dollars per share) | $ (0.2) | $ (0.17) | $ 0.25 | $ (0.39) | $ (0.82) | $ (0.42) |
Net income (loss) per common share from discontinued operations: basic (in Dollars per share) | 0 | (1.12) | 0.67 | (3.03) | (3.16) | (0.66) |
Net income (loss) per common share: basic (in Dollars per share) | (0.25) | (0.78) | (0.82) | (2.27) | (2.6) | (0.71) |
Net income (loss) per common share from continuing operations diluted (in Dollars per share) | (0.2) | (0.17) | 0.14 | (0.39) | $ 3,692,429 | $ 3,147,918 |
Net income (loss) per common share from discontinued operations: diluted (in Dollars per share) | 0 | (1.12) | 0.38 | (3.03) | ||
Net income (loss) per common share: diluted (in Dollars per share) | $ (0.25) | $ (0.08) | $ (0.82) | $ (2.27) | ||
Weighted-average common shares outstanding: basic (in Shares) | 4,842,851 | 3,735,235 | 4,718,671 | 3,440,115 | ||
Weighted-average common shares outstanding: dilutive (in Shares) | 4,842,851 | 3,735,235 | 8,260,040 | 3,440,115 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) | Allocation Shares | Preferred Shares | Goedeker Subscription Receivable | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Non- Controlling Interest | Series A Senior Convertible Preferred Shares | Subscription Receivable | Distribution receivable | Total |
Balance at Dec. 31, 2018 | $ 1,000 | $ 3,115 | $ 11,891 | $ (2,155,084) | $ 112,011 | $ (2,027,067) | |||||
Balance (in Shares) at Dec. 31, 2018 | 3,115,625 | ||||||||||
Non-controlling interest granted in the acquisition of Goedeker | 979,523 | 979,523 | |||||||||
Common shares and warrants issued in connection with convertible note payable | $ 50 | 430,123 | 430,173 | ||||||||
Common shares and warrants issued in connection with convertible note payable (in Shares) | 50,000 | ||||||||||
Net income (loss) | (2,246,959) | (1,134,464) | (3,381,423) | ||||||||
Balance at Dec. 31, 2019 | 1,000 | $ 3,165 | 442,014 | (4,402,043) | (42,930) | (3,998,794) | |||||
Balance (in Shares) at Dec. 31, 2019 | 3,165,625 | ||||||||||
Net income (loss) | (1,372,297) | (738,185) | (2,110,482) | ||||||||
Balance at Mar. 31, 2020 | 1,000 | $ 3,165 | 442,014 | (5,774,340) | (781,115) | (6,109,276) | |||||
Balance (in Shares) at Mar. 31, 2020 | 3,165,625 | ||||||||||
Balance at Dec. 31, 2019 | 1,000 | $ 3,165 | 442,014 | (4,402,043) | (42,930) | (3,998,794) | |||||
Balance (in Shares) at Dec. 31, 2019 | 3,165,625 | ||||||||||
Issuance of preferred shares, net of fees | $ 2,794,477 | 5,001,317 | (2,874,478) | 4,921,316 | |||||||
Issuance of preferred shares, net of fees (in Shares) | 2,633,278 | ||||||||||
Goedeker equity | 75,821 | (359,078) | (283,257) | ||||||||
Goedeker profit distribution | 5,985,000 | (3,985,000) | $ (2,000,000) | ||||||||
Accrued dividends payable | $ 176,950 | (176,950) | |||||||||
Issuance of warrants for services | 87,550 | 87,550 | |||||||||
Common shares issued upon warrant exercise | $ 230 | 62,270 | 62,500 | ||||||||
Common shares issued upon warrant exercise (in Shares) | 230,000 | ||||||||||
Common shares issued upon option exercise | $ 78 | 149,922 | 150,000 | ||||||||
Common shares issued upon option exercise (in Shares) | 77,500 | ||||||||||
Common shares issued upon partial conversion of convertible note payable | $ 50 | 99,950 | 100,000 | ||||||||
Common shares issued upon partial conversion of convertible note payable (in Shares) | 50,000 | ||||||||||
Common shares issued for service | $ 100 | 244,900 | 245,000 | ||||||||
Common shares issued for service (in Shares) | 100,000 | ||||||||||
Common shares issued upon partial conversion of convertible note payable | $ 100 | 274,900 | 275,000 | ||||||||
Common shares issued upon partial conversion of convertible note payable (in Shares) | 100,000 | ||||||||||
Purchase of common shares from seller shares, cancellation of common shares held in treasury and common share dividend to non-controlling interest | $ (394) | (693,314) | (57,442) | (751,150) | |||||||
Purchase of common shares from seller shares, cancellation of common shares held in treasury and common share dividend to non-controlling interest (in Shares) | (394,112) | ||||||||||
Warrants issued in connection with convertible note payable | 448,211 | 118,500 | 566,711 | ||||||||
Fair value of stock options | 191,386 | 191,386 | |||||||||
Common shares issued in connection with Kyle’s acquisition | $ 700 | 3,674,300 | 3,675,000 | ||||||||
Common shares issued in connection with Kyle’s acquisition (in Shares) | 700,000 | ||||||||||
Net income (loss) | (2,436,881) | (595,731) | (3,032,612) | ||||||||
Balance at Dec. 31, 2020 | 1,000 | $ 2,971,427 | $ (2,000,000) | $ 4,444 | 17,005,491 | (13,856,973) | (879,239) | 3,246,150 | |||
Balance (in Shares) at Dec. 31, 2020 | 2,632,278 | 4,444,013 | |||||||||
Common shares issued in connection with Asien acquisition | $ 415 | 1,037,085 | 1,037,500 | ||||||||
Common shares issued in connection with Asien acquisition (in Shares) | 415,000 | ||||||||||
Balance at Mar. 31, 2020 | 1,000 | $ 3,165 | 442,014 | (5,774,340) | (781,115) | (6,109,276) | |||||
Balance (in Shares) at Mar. 31, 2020 | 3,165,625 | ||||||||||
Common shares issued in connection with acquisition | $ 415 | 1,037,085 | 1,037,500 | ||||||||
Common shares issued in connection with acquisition (in Shares) | 415,000 | ||||||||||
Common shares issued for service | $ 100 | 244,900 | 245,000 | ||||||||
Common shares issued for service (in Shares) | 100,000 | ||||||||||
Common shares issued upon partial conversion of convertible note payable | $ 100 | 274,900 | 275,000 | ||||||||
Common shares issued upon partial conversion of convertible note payable (in Shares) | 100,000 | ||||||||||
Warrants issued in connection with convertible note payable | 448,211 | 118,500 | 566,711 | ||||||||
Stock compensation | 191,386 | 191,386 | |||||||||
Net income (loss) | (3,542,702) | (1,269,137) | (4,811,839) | ||||||||
Balance at Jun. 30, 2020 | 1,000 | $ 3,780 | 2,638,496 | (9,317,042) | (1,931,752) | (8,605,518) | |||||
Balance (in Shares) at Jun. 30, 2020 | 3,780,625 | ||||||||||
Common shares issued in connection with acquisition | $ 700 | 3,674,300 | 3,675,000 | ||||||||
Common shares issued in connection with acquisition (in Shares) | 700,000 | ||||||||||
Issuance of warrants for services | 87,550 | 87,550 | |||||||||
Common shares issued upon warrant exercise | $ 230 | 62,270 | 62,500 | ||||||||
Common shares issued upon warrant exercise (in Shares) | 230,000 | ||||||||||
Common shares issued upon option exercise | $ 78 | 149,922 | 150,000 | ||||||||
Common shares issued upon option exercise (in Shares) | 77,500 | ||||||||||
Common shares issued upon partial conversion of convertible note payable | $ 50 | 99,950 | 100,000 | ||||||||
Common shares issued upon partial conversion of convertible note payable (in Shares) | 50,000 | ||||||||||
Purchase of common shares from seller shares, cancellation of common shares held in treasury and common share dividend to non-controlling interest | $ (394) | (693,314) | (57,442) | (751,150) | |||||||
Purchase of common shares from seller shares, cancellation of common shares held in treasury and common share dividend to non-controlling interest (in Shares) | (394,112) | ||||||||||
Series A senior convertible preferred shares | 1,756,566 | 2,404,120 | (4,160,686) | ||||||||
Non-controlling interest – Discontinued operations | 8,205,721 | 2,904,583 | 11,110,304 | ||||||||
Net income (loss) | (2,904,583) | (1,922,849) | (4,827,432) | ||||||||
Balance at Sep. 30, 2020 | 1,000 | $ 4,444 | 7,775,740 | (4,073,346) | (950,018) | $ 2,404,120 | $ (4,160,686) | 1,001,254 | |||
Balance (in Shares) at Sep. 30, 2020 | 4,444,013 | ||||||||||
Balance at Dec. 31, 2020 | 1,000 | $ 2,971,427 | (2,000,000) | $ 4,444 | 17,005,491 | (13,856,973) | (879,239) | 3,246,150 | |||
Balance (in Shares) at Dec. 31, 2020 | 2,632,278 | 4,444,013 | |||||||||
Issuance of preferred shares, net of fees | $ 1,527,086 | 3,000,000 | (1,527,086) | 3,000,000 | |||||||
Issuance of preferred shares, net of fees (in Shares) | 1,818,182 | ||||||||||
Accrued dividend payable | $ 11,759 | (188,709) | (176,950) | ||||||||
Issuance of common adjustment shares | $ 399 | 757,393 | 757,792 | ||||||||
Issuance of common adjustment shares (in Shares) | 398,838 | ||||||||||
Net income (loss) | (730,441) | 54,959 | (675,482) | ||||||||
Balance at Mar. 31, 2021 | 1,000 | $ 4,510,272 | (2,000,000) | $ 4,843 | 20,574,175 | (16,114,500) | (824,280) | 6,151,510 | |||
Balance (in Shares) at Mar. 31, 2021 | 4,450,460 | 4,842,851 | |||||||||
Accrued dividend payable | $ 121,970 | (310,679) | (188,709) | ||||||||
Net income (loss) | 3,035,139 | 11,604 | 3,046,743 | ||||||||
Balance at Jun. 30, 2021 | 1,000 | $ 4,632,242 | (2,000,000) | $ 4,843 | 20,263,496 | (13,079,361) | (812,676) | 9,009,544 | |||
Balance (in Shares) at Jun. 30, 2021 | 4,450,460 | 4,842,851 | |||||||||
Accrued dividend payable | $ 3,414 | (314,093) | (310,679) | ||||||||
Net income (loss) | (908,309) | (65,008) | (973,317) | ||||||||
Balance at Sep. 30, 2021 | $ 1,000 | $ 4,635,656 | $ (2,000,000) | $ 4,843 | $ 19,949,403 | $ (13,987,670) | $ (877,684) | $ 7,725,548 | |||
Balance (in Shares) at Sep. 30, 2021 | 4,450,460 | 4,842,851 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES | ||||
Net income (loss) | $ 1,289,763 | $ (8,489,387) | $ (10,204,383) | $ (2,760,978) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Gain (loss) from discontinued operations | (132,223) | 7,147,420 | ||
Gain on disposition of subsidiary | (3,282,804) | |||
Loss from discontinued operations | 7,171,771 | 1,447,705 | ||
Gain on sale of property and equipment | (10,885) | (130,748) | (57,603) | |
Depreciation and amortization | 547,656 | 62,662 | 1,447,077 | 1,352,872 |
Stock compensation | 523,936 | 523,936 | ||
Loss on extinguishment of debt | 382,681 | |||
Amortization of right of use asset | 90,322 | 79,184 | 59,077 | |
Amortization of financing costs | 27,537 | 250,994 | 5,458 | |
Amortization of original interest discount | 100,511 | |||
Forgiveness of debt | 286,350 | |||
Gain on forgiveness of PPP loans | (360,302) | |||
Loss on adjustment shares | 757,792 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 271,395 | 144,600 | 352,490 | (41,801) |
Inventory | (141,543) | (297,242) | (635,003) | 252,348 |
Prepaid expenses and other assets | 126,464 | (595,561) | (533,745) | (18,794) |
Accounts payable and accrued expenses | 439,723 | 684,457 | 949,154 | 452,432 |
Other current liabilities | ||||
Impact on lease liability | (86,867) | (79,184) | (59,077) | |
Change on contract liabilities | (106,561) | 85,761 | ||
Deferred taxes | (40,000) | (159,800) | ||
Customer deposits | 225,618 | 632,040 | 965,254 | |
Deferred taxes and uncertain tax position | (146,800) | (309,800) | ||
Due to related parties | 3,569 | 23,275 | 7,140 | 7,000 |
Accrued expense long-term | 454,209 | 453,921 | ||
Net cash provided by (used in) operating activities from continuing operations | (381,346) | 213,744 | 789,305 | 782,760 |
Net cash provided by (used in) operating activities from discontinued operations | (170,580) | 7,741,709 | 3,137,175 | (2,706,053) |
Net cash provided by (used in) operating activities | (551,926) | 7,955,453 | 3,926,480 | (1,923,293) |
INVESTING ACTIVITIES | ||||
Net cash acquired in (paid for) acquisitions | 1,398,285 | |||
Cash paid for acquisition of Wolo, net of cash acquired | (5,378,346) | |||
Cash acquired in acquisitions | 1,409,936 | |||
Investment in certificates of deposits | (276,270) | |||
Proceeds from the sale of property and equipment | 209,500 | 143,711 | ||
Purchase of property and equipment | (262,852) | (9,745) | (159,234) | (188,832) |
Proceeds from sale of company assets | 350,000 | |||
Net cash provided by (used in) investing activities from continuing operations | (5,291,198) | 1,388,540 | 1,183,932 | (45,121) |
Net cash provided by (used in) investing activities from discontinued operations | 644,303 | (17,902) | (51,059) | (2,200) |
Net cash provided by (used in) investing activities | (4,646,895) | 1,370,638 | 1,132,873 | (47,321) |
FINANCING ACTIVITIES | ||||
Repayments of short-term borrowings | (98,519) | |||
Proceeds of notes payables | 3,673,405 | 969,697 | 27,000 | |
Proceeds (repayment) from lines of credit | 995,228 | (210,000) | 301,081 | |
Proceeds from exercise of stock options and warrants | 212,500 | |||
Repayment of grid note | (62,500) | |||
Payment to seller | (977,685) | (4,356,162) | ||
Payments on notes payable | (584,012) | (730,171) | (1,512,684) | (304,052) |
Repayment of floor plan | (10,581) | |||
Proceeds (repayment) of grid note | (62,500) | 2,400 | ||
Proceeds from issuance of preferred shares, net of costs | 3,000,000 | 212,500 | 4,921,315 | |
Dividend of repurchased shares | (676,339) | |||
Financing fees | (165,230) | (25,054) | (113,831) | |
Proceeds from vehicle loan | 21,968 | |||
Repayment of financing lease | (721,151) | (524,058) | ||
Net cash provided by (used in) financing activities from continuing operations | 5,265,367 | (815,225) | (350,348) | (897,229) |
Net cash provided by (used in) financing activities from discontinued operations | (208,693) | 4,807,116 | 4,981,959 | 2,772,723 |
Net cash provided by (used in) financing activities | 5,056,674 | 3,991,891 | 4,631,611 | 1,875,494 |
NET CHANGE IN CASH AND RESTRICTED CASH – Continuing Operations | (407,177) | 787,059 | 1,622,889 | (159,590) |
NET CHANGE IN CASH AND RESTRICTED CASH – Discontinuing Operations | 265,030 | 12,530,923 | 8,068,075 | 64,470 |
CASH AND RESTRICTED CASH AVAILABLE – Discontinuing Operations | (265,030) | (12,530,923) | (8,068,075) | (64,470) |
Beginning of period | 1,380,349 | 174,290 | 333,880 | |
End of period | $ 973,172 | $ 787,059 | $ 1,797,179 | $ 174,290 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS 1847 Holdings LLC (the “Company”) was formed under the laws of the State of Delaware on January On March -party On August -party On December -owned -party The Company previously owned two additional companies, 1847 Neese Inc. and 1847 Goedeker Inc. On March -Off -Off On January -Off -Off The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries, 1 847 A | 1847 Holdings LLC (the “Company”) was formed under the laws of the State of Delaware on January On March On March On August On January On January On August On October -Off -Off The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries, 1847 Neese, Neese, 1847 Asien, Asien’s, 1847 Cabinet and Kyle’s. All significant intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The results of Goedeker are included within discontinued operations for three and nine months ended September The results of 1847 Neese are included within discontinued operations for the nine months ended September In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months September These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10 -K Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. Segment Reporting The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting The Retail and Appliances Segment is comprised of the business of Asien’s, which is based in Santa Rosa, CA, and provides a wide variety of appliance services including sales, delivery, installation, service and repair, extended warranties, and financing. The Construction Segment is comprised of the business of Kyle’s, which is based in Boise, ID, and provides a wide variety of construction services including custom design and build of kitchen and bathroom cabinetry, delivery, installation, service and repair, extended warranties, and financing. The Automotive Supplies Segment is comprised of the business of Wolo, which is based in Deer Park, NY, and designs and manufactures horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below and these include costs associated with executive management, financing activities and public company compliance. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Impact of COVID-19 The impact of COVID -19 -19 Reclassifications Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation for the three and nine months ended September Revenue Recognition and Cost of Revenue On January -09 Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment Asien’s collects 100% of the payment for special -order -special Performance Obligations — The revenue that Asien’s recognizes arises from orders it receives from customers. Asien’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Asien’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of pickup, shipment, or installation. Once this occurs, Asien’s has satisfied its performance obligation and Asien’s recognizes revenue. Transaction Price ‒ Asien’s agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Asien’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Asien’s collects concurrently with revenue -producing Cost of revenue includes the cost of purchased merchandise plus freight and any applicable delivery charges from the vendor to Asien’s. Substantially all Asien’s sales are to individual retail consumers (homeowners), builders and designers. The large majority of customers are homeowners and their contractors, with the homeowner being key in the final decisions. Asien’s has a diverse customer base with no one client accounting for more than 5% of total revenue. Customer deposits — Asien’s records customer deposits when payments are received in advance of the delivery of the merchandise. Asien’s expects that substantially all of the customer deposits will be recognized within six months as the performance obligations are satisfied. Construction Segment Kyle’s generates revenues from providing cabinet design, construction and installation primary from cabinet -related Kyle’s provides cabinet design, construction and installation services to customers with both residential and commercial projects. A majority of Kyle’s contracts are recurring work from a builder team. Kyle’s will provide pricing and work with individual homeowners, designers and builders to determine pricing options and upgrades to the base proposed contact pricing. Performance Obligations — For substantially all landscaping construction contracts, Kyle’s recognizes revenue over time, as performance obligations are satisfied, on a percentage completion basis on a total project cost basis. Typical contacts will last approximately 4 – 6 weeks from start to the substantial completion of the project. Significant Judgments and Estimates — For cabinet construction contracts, measuring the percent completion on an individual project requires estimates obtained by discussions with field personnel. Estimates are also used in determining the total estimated total costs of a project. These estimates and assumptions are the best information management has at the time percent complete is calculated. Kyle’s employs the same estimation methodology on a quarterly basis. Accounts Receivable, Net — Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Contract assets and liabilities — Construction contract assets and liabilities are reported in a net position on a contract -by-contract Automotive Supplies Segment Wolo designs and manufactures horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. Focused on the automotive and industrial after -market -box -line Wolo collects 100% of the payment for internet and phone orders, including tax, from the customer at the time the order is shipped. Customers placing orders with a purchase order through the EDI (Electronic Data Interface) are allowed to purchase on credit and make payment after receipt of product on the agreed upon terms. Performance Obligations — The revenue that Wolo recognizes arises from orders it receives from contracts with customers. Wolo’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers and each order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Wolo’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of shipment of the order. Once this occurs, Wolo has satisfied its performance obligation and Wolo recognizes revenue. Transaction Price — Wolo agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Wolo’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Wolo collects concurrently with revenue -producing Cost of sales includes the cost of purchased merchandise plus freight, warehouse salaries, tariffs, and any applicable delivery charges from the vendor to Wolo. Warranties vary and are typically 90 days to consumers and manufacturing defect warranty to are available to resellers. At times, depending on the product, Wolo can also offer a warranty up to 12 Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. Inventory For Asien’s, inventory mainly consists of appliances that are acquired for resale and is valued at the average cost determined on a specific item basis. Inventory also consists of parts that are used in service and repairs and may or may not be charged to the customer depending on warranty and contractual relationship. Kyle’s typically orders inventory on a job -by-job -average -downs Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Depreciation of furniture, vehicles and equipment is calculated using the straight -line Useful Life Building and Improvements 4 Machinery and Equipment 3 – 7 Trucks and Vehicles 3 – 6 Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life Customer-Related Straight-line basis 5 – 15 Marketing-Related Straight-line basis 5 Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long -lived Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, certificates of deposit and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three -level Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Observable market -based Level 3 — Unobservable inputs that are not corroborated by market date. The Company’s held to maturity securities are comprised of certificates of deposit. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Stock-Based Compensation The Company records stock -based Compensation -Stock Compensation Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the three ended September As the Company had a net loss for the three and nine months ended September Leases ASC 842 requires recognition of leases on the consolidated balance sheets as right -of-use The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease -related -line -lease Going Concern Assessment Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the unaudited consolidated financial statements are issued or available to be issued, which is referred to as the “look -forward -forward The Company has generated operating losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third -party -controlling on the disposition of subsidiary), cash flows used in operations of $381,346 (excluding the cashflow from discontinued operations) and negative working capital of $1,373,869 (excluding the negative working capital from discontinued operations). On October Management has prepared estimates of operations for fiscal year 2022 and believes that sufficient funds will be generated from operations to fund its operations and to service its debt obligations for one year from the date of the filing of the unaudited consolidated financial statements in the Company’s Quarterly Report on Form 10 -Q The impact of COVID -19 -19 The accompanying unaudited consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts for one year from the date of the filing of the unaudited consolidated financial statements in the Company’s Quarterly Report on Form 10 -Q Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017 -04 Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment. -step In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments -13 -13 -10 | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The results of Goedeker are included within discontinued operations for the years ended December Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. Proposed Acquisition On February -owned -year Segment Reporting The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting The Retail and Appliances Segment is comprised of the business of Asien’s, which is based in Santa Rosa, California, and provides a wide variety of appliance services including sales, delivery, installation, service and repair, extended warranties, and financing. The Land Management Services Segment is comprised of the business of Neese, which is based in Grand Junction, Iowa, and provides professional services for waste disposal and a variety of agricultural services, wholesaling of agricultural equipment and parts, local trucking services, various shop services, and sales of other products and services. The Construction Segment is comprised of the business of Kyle’s, which is based in Boise, Idaho, and provides a wide variety of construction services including custom design and build of kitchen and bathroom cabinetry, delivery, installation, service and repair, extended warranties, and financing. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below and these include costs associated with executive management, financing activities and public company compliance. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Impact of COVID-19 The impact of COVID -19 -19 Reclassifications Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation as of and for the year ended December Revenue Recognition and Cost of Revenue On January -09 Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment Asien’s collects 100% of the payment for special -order -special Performance Obligations — The revenue that Asien’s recognizes arises from orders it receives from customers. Asien’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Asien’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of pickup, shipment, or installation. Once this occurs, Asien’s has satisfied its performance obligation and Asien’s recognizes revenue. Transaction Price — Asien’s agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Asien’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Asien’s collects concurrently with revenue -producing Cost of revenue includes the cost of purchased merchandise plus freight and any applicable delivery charges from the vendor to Asien’s. Substantially all Asien’s sales are to individual retail consumers (homeowners), builders and designers. The large majority of customers are homeowners and their contractors, with the homeowner being key in the final decisions. Asien’s has a diverse customer base with no one client accounting for more than 5% of total revenue. Disaggregated revenue for the Retail and Appliances Segment by sales type for the period from May Period Appliance sales $ 7,563,547 Other sales 61,675 Total revenue $ 7,625,222 Land Management Segment Neese’s payment terms are due on demand from acceptance of delivery. Neese does not incur incremental costs obtaining purchase orders from customers, however, if Neese did, because all of Neese’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that Neese recognizes arises from orders it receives from customers. Neese’s performance obligations under the customer orders correspond to each service delivery or sale of equipment that Neese makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the service or equipment sale to be completed. Control of the delivery transfers to customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, Neese’s products, which generally occurs at the later of when the customer obtains title to the equipment or when the customer assumes risk of loss. The transfer of control generally occurs at a point of delivery. Once this occurs, Neese has satisfied its performance obligation and Neese recognizes revenue. Neese also sells equipment by posting it on auction sites specializing in farm equipment. Neese posts the equipment for sale on a “magazine” site for several weeks before the auction. When Neese decides to sell, it moves the equipment to the auction site. The auctions are one day. If Neese accepts a bid, the customer pays the bid price and arranges for pick -up Transaction Price — Neese agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon service fee. In Neese’s contracts with customers, it allocates the entire transaction price to the service fee to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax Neese collects concurrently with revenue -producing If Neese continued to apply legacy revenue recognition guidance for year ended December Substantially all of Neese’s sales are to businesses, including farmers or municipalities and very little to individuals. Disaggregated Revenue Neese’s disaggregated revenue by sales type for the years ended December Year Ended December 31, 2020 2019 Revenues Trucking $ 923,398 $ 1,579,660 Waste hauling and pumping 1,588,010 1,901,314 Repairs 464,475 377,004 Other 403,772 343,436 Total services 3,379,655 4,201,414 Sales of parts and equipment 3,322,944 2,178,611 Total revenue $ 6,702,599 $ 6,380,025 Performance Obligations • Trucking • Waste Hauling and pumping • Repairs • Sales of parts and equipment Accounts Receivable, Net — Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Unbilled receivables of $38,000 and $121,989 are included in this balance at December Neese reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value. The estimates are based on an analysis of past due receivables, historical bad debt trends, current economic conditions, and customer specific information. After Neese has exhausted all collection efforts, the outstanding receivable balance relating to services provided is written off against the allowance. Additions to the provision for bad debt are charged to expense. Neese determined that an allowance for loss of $14,614 and $29,001 was required at December Construction Segment Kyle’s generates revenues from providing cabinet design, construction and installation primary from cabinet -related Kyle’s provides cabinet design, construction and installation services to customers with both residential and commercial projects. A majority of Kyle’s contracts are recurring work from a builder team. Kyle’s will provide pricing and work with individual homeowners, designers and builders to determine pricing options and upgrades to the base proposed contact pricing. Performance Obligations — For substantially all landscaping construction contracts, the Company recognizes revenue over time, as performance obligations are satisfied, on a percentage completion basis on a total project cost basis. Typical contacts will last approximately 4 -6 Significant Judgments and Estimates — For cabinet construction contracts, measuring the percent completion on an individual project requires estimates obtained by discussions with field personnel. Estimates are also used in determining the total estimated total costs of a project. These estimates and assumptions are the best information management has at the time percent complete is calculated. The Company employs the same estimation methodology on a quarterly basis. Accounts Receivable, Net — Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Period Construction sales $ 1,120,224 Other sales — Total revenue $ 1,120,224 Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. Allowance for Credit Losses Provisions for credit losses are charged to income as losses are estimated to have occurred and in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for future losses on the Company’s accounts receivable. The Company charges credit losses against the allowance and credits subsequent recoveries, if any, to the allowance. Historical loss experience and contractual delinquency of accounts receivables, and management’s judgment are factors used in assessing the overall adequacy of the allowance and the resulting provision for credit losses. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or portfolio performance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available. The allowance for credit losses consists of general and specific components. The general component of the allowance estimates credit losses for groups of accounts receivable on a collective basis and relates to probable incurred losses of unimpaired accounts receivables. The Company records a general allowance for credit losses that includes forecasted future credit losses. Inventory For Asien’s, inventory mainly consists of appliances that are acquired for resale and is valued at the average cost determined on a specific item basis. Inventory also consists of parts that are used in service and repairs and may or may not be charged to the customer depending on warranty and contractual relationship. For Neese, inventory consists of finished products acquired for resale and is valued at the lower -of-cost-or-market -downs Property and Equipment Property and equipment is stated at cost. Depreciation of furniture, vehicles and equipment is calculated using the straight -line Useful Life (Years) Building and Improvements 4 Machinery and Equipment 3 – 7 Tractors 3 – 7 Trucks and Vehicles 3 – 6 Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 5 – 15 Marketing-Related Straight-line basis 5 Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long -lived Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, certificates of deposit and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three -level Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Observable market -based Level 3 — Unobservable inputs that are not corroborated by market date. The Company’s held to maturity securities are comprised of certificates of deposit. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Stock-Based Compensation The Company records stock -based Compensation -Stock Compensation Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the year ended December Leases The Company adopted ASC Topic 842, Leases The new leasing standard requires recognition of leases on the consolidated balance sheets as right -of-use The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease -related -line -lease Going Concern Assessment Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look -forward -forward The Company has generated losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, issuance of third party and related party debt and the sale of a note to support cashflow from operations. For the year ended December -controlling Management has prepared estimates of operations for fiscal year 2021 and believes that sufficient funds will be generated from operations to fund its operations, and to service its debt obligations for one year from the date of the filing of the consolidated financial statements in the Company’s Annual Report on Form 10 -K The impact of COVID -19 -19 The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of the consolidated financial statements in the Company’s Annual Report on Form 10 -K Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No. 2017 -04 Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment. -step In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments -13 -13 -10 |
Business Segments
Business Segments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
BUSINESS SEGMENTS | NOTE 3 — BUSINESS SEGMENTS Summarized financial information concerning the Company’s reportable segments for the three months ended September Three Months Ended September 30, 2021 Retail & Construction Automotive Corporate Total Revenue Furniture and appliances $ 3,145,955 $ — $ — $ — $ 3,145,955 Construction — 1,338,428 — — 1,338,428 Automotive supplies — — 2,250,645 — 2,250,645 Total Revenue 3,145,955 1,338,428 2,250,645 — 6,735,028 Total cost of sales 2,300,664 805,513 1,466,946 — 4,573,123 Total operating expenses 683,110 612,880 1,249,778 475,679 3,021,447 Income (loss) from operations $ 162,181 $ (79,965 ) $ (466,079 ) $ (475,679 ) $ (859,542 ) Three Months Ended September 30, 2020 Retail & Construction Automotive Corporate Total Revenue Furniture and appliances $ 3,141,313 $ — $ — $ — $ 3,141,313 Construction — — — — — Automotive supplies — — — — — Total Revenue 3,141,313 — — — 3,141,313 Total cost of sales 2,429,714 — — — 2,429,714 Total operating expenses 843,000 — — 126,836 969,836 Loss from operations $ (131,401 ) $ — $ — $ (126,836 ) $ (258,237 ) Summarized financial information concerning the Company’s reportable segments for the nine months ended September 30, 2021 and 2020 is presented below. Nine Months Ended September 30, 2021 Retail & Construction Automotive Corporate Total Revenue Furniture and appliances $ 9,762,939 $ — $ — $ — $ 9,762,939 Construction — 4,169,305 — — 4,169,305 Automotive supplies — — 4,231,013 — 4,231,013 Total Revenue 9,762,939 4,169,305 4,231,013 — 18,163,257 Total cost of sales 7,409,913 2,280,009 2,658,672 — 12,348,594 Total operating expenses 2,095,280 1,687,998 2,509,008 973,105 7,265,391 Income (loss) from operations $ 257,746 $ 201,298 $ (936,667 ) $ (973,105 ) $ (1,450,728 ) Nine Months Ended September 30, 2020 Retail & Construction Automotive Corporate Total Revenue Furniture and appliances $ 4,327,294 $ — $ — $ — $ 4,327,294 Construction — — — — — Automotive supplies — — — — — Total Revenue 4,327,294 — — — 4,327,294 Total cost of sales 3,353,608 — — — 3,353,608 Total operating expenses 1,278,284 — — 648,488 1,926,772 Loss from operations $ (304,598 ) $ — $ — $ (648,488 ) $ (953,086 ) | Summarized financial information concerning the Company’s reportable segments is presented below: Year Ended December 31, 2020 Retail & Appliances Land Management Services Construction Corporate Services Total Revenue Services $ — $ 3,379,655 $ — $ — $ 3,379,655 Sales of parts and equipment — 3,322,944 — 3,322,944 Furniture and appliances revenue 7,625,222 7,625,222 Construction — — 1,120,224 — 1,120,224 Total Revenue 7,625,222 6,702,599 1,120,224 — 15,448,045 Total cost of sales 5,866,414 2,874,792 665,022 — 9,406,228 Total operating expenses 1,986,775 5,000,313 681,040 896,095 8,564,223 Loss from operations $ (227,967 ) $ (1,172,506 ) $ (225,838 ) $ (896,095 ) $ (2,522,406 ) Year Ended December 31, 2019 Retail & Appliances Land Management Services Construction Corporate Services Total Revenue Services $ — $ 4,201,414 $ — $ — $ 4,201,414 Sales of parts and equipment — 2,178,611 — — 2,178,611 Furniture and appliances revenue — — — — — Total Revenue — 6,380,025 — — 6,380,025 Total cost of sales — 1,830,067 — — 1,830,067 Total operating expenses — 5,707,272 — 161,441 5,868,713 Loss from operations $ — $ (1,157,314 ) $ — $ (161,441 ) $ (1,318,755 ) |
Cash Equivalents and Investment
Cash Equivalents and Investments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | ||
CASH EQUIVALENTS AND INVESTMENTS | NOTE 4 — CASH EQUIVALENTS AND INVESTMENTS September 30, December 31, Cash and cash equivalents Operating accounts $ 973,172 $ 976,538 Restricted accounts — 403,811 Subtotal $ 973,172 $ 1,380,349 Held to Maturity Investments Restricted accounts – certificates of deposit (4 – 24-month maturities, $ 276,540 $ 276,270 Subtotal $ 276,540 $ 276,270 TOTAL $ 1,249,713 $ 1,656,619 | NOTE 4 — CASH EQUIVALENTS AND INVESTMENTS December 31, December 31, Cash and cash equivalents Operating accounts $ 1,393,369 $ 174,290 Restricted accounts 403,811 — Subtotal $ 1,797,180 $ 174,290 Held to Maturity Investments Restricted accounts – certificates of deposit (4 – 24 month maturities, FDIC insured) $ 276,270 $ — Subtotal $ 276,270 $ — TOTAL $ 2,073,450 $ 174,290 |
Discontinued Operations
Discontinued Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
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 Allocation of Interest 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 sheets as of December December 31, 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 Nine Months Nine Months Three Months REVENUES Services $ 612,862 $ 1,853,721 $ 640,695 Sales of parts and equipment 324,189 2,053,964 1,448,917 Furniture and appliances — 38,397,306 13,435,098 TOTAL REVENUE 937,051 42,304,991 15,524,710 OPERATING EXPENSES Cost of sales 298,050 33,913,519 12,588,302 Personnel costs 485,774 5,780,986 2,571,387 Depreciation and amortization 360,746 1,213,102 405,499 Fuel 112,746 275,368 89,169 General and administrative 290,872 7,407,433 3,315,868 TOTAL OPERATING EXPENSES 1,548,188 48,590,408 18,970,226 LOSS FROM OPERATIONS (611,137 ) (6,285,417 ) (3,445,516 ) OTHER INCOME (EXPENSE) Financing costs and loss on early extinguishment of debt (320 ) (2,646,757 ) (508,943 ) Gain on forgiveness of debt 380,247 — (903,570 ) Gain on sale of assets 548,723 54,748 16,981 Loss on acquisition receivable — (809,000 ) — Change in warrant liability — (2,127,656 ) — Interest expense (78,308 ) (913,028 ) (235,927 ) Other income (expense) 1,200 9,400 3,075 TOTAL OTHER INCOME (EXPENSE) 851,542 (6,432,293 ) (1,628,384 ) NET LOSS BEFORE INCOME TAXES 240,405 (12,717,710 ) (5,073,900 ) INCOME TAX BENEFIT — (2,309,929 ) (873,176 ) NET INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS 240,405 (10,407,780 ) (4,200,724 ) LESS NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 108,182 (3,260,361 ) (1,669,777 ) NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS $ 132,223 $ (7,147,420 ) $ (2,530,948 ) 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 2021 2020 Cash flows from operating activities of discontinued operations: Net Income (Loss) $ 240,405 $ (10,407,780 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: Depreciation and amortization 360,746 1,213,357 Amortization of financing costs and warrant features 2,187 841,305 Stock compensation — 281,194 Amortization of operating lease right-of-use assets 19,007 47,033 Gain on forgiveness of PPP loans (380,247 ) — Loss on extinguishment of debt — 1,699,463 Gain on sale of equipment (548,723 ) (54,748 ) Change in fair value of warrant liability — 2,127,656 Write-off of acquisition receivable — 809,000 Changes in operating assets and liabilities: Accounts receivable 10,698 637,776 Inventory (161,286 ) (2,239,997 ) Prepaid expenses and other assets 49,222 (873,580 ) Accounts payable and accrued expenses 118,980 2,656,694 Change in operating lease ROU assets — 314,332 Operating lease liability (19,007 ) (361,365 ) Vendor deposits — (252,688 ) Deposits — 12,925,530 Customer deposits — (1,962,129 ) Accrued expense long-term 137,438 340,656 Net cash used in operating activities from discontinued operations $ (170,580 ) $ 7,741,709 Cash flows from investing activities in discontinued operations: Proceeds from sale of equipment $ 675,000 $ 49,494 Purchase of equipment (30,697 ) (67,396 ) Net cash provided by (used in) investing activities in discontinued operations $ 644,303 $ (17,902 ) Cash flows from financing activities in discontinued operations: Proceeds from initial public offering $ — $ 8,602,166 Proceeds from note payable 380,385 1,612,297 Repayments of notes payable (589,078 ) (2,432,337 ) Payments on convertible notes payable — (771,431 ) Repayment of floor plan — (10,581 ) Net borrowings from lines of credit — (1,339,430 ) Financing fees — (219,110 ) Repayment of financing lease — (634,458 ) Net cash used in financing activities in discontinued operations $ (208,693 ) $ 4,807,116 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 Neese sells property, plant, and equipment securing the loan, it must remit the appraised value of the equipment to Home State Bank. During the nine months ended September 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 October 23, 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. PPP Loan On April 8, 2020, Goedeker received a $642,600 PPP loan from the SBA under the provisions of the CARES Act. The PPP loan had an 18 -month term and bore interest at a rate of 1.0% per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The PPP provides that the loan could be partially or wholly forgiven if the funds were 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 -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 |
Accounts Receivables
Accounts Receivables | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Receivables [Abstract] | ||
ACCOUNTS RECEIVABLES | NOTE 6 — ACCOUNTS RECEIVABLES At September September 30, December 31, Credit card payments in process of settlement $ 137,489 $ 158,924 Trade receivables from customers 1,976,848 366,701 Total receivables 2,114,337 525,625 Allowance for doubtful accounts — — Accounts receivable, net $ 2,114,337 $ 525,625 | NOTE 6 — RECEIVABLES At December December 31, December 31, Credit card payments in process of settlement $ 158,924 $ — Trade receivables from customers 715,410 620,370 Total receivables 874,334 620,370 Allowance for doubtful accounts (14,614 ) (29,001 ) Accounts receivable, net $ 859,720 $ 591,369 |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | NOTE 7 — INVENTORIES At September September 30, December 31, Parts and components $ 24,554 $ 6,308 Appliances 1,974,708 2,029,270 Automotive 2,317,488 — Subtotal 4,316,750 2,035,578 Allowance for inventory obsolescence (160,824 ) (12,824 ) Inventories, net $ 4,155,926 $ 2,022,754 | At December December 31, December 31, Machinery and Equipment $ 331,935 $ 119,444 Parts 147,999 142,443 Appliances 2,029,270 — Subtotal 2,509,204 261,887 Allowance for inventory obsolescence (181,371 ) (26,545 ) Inventories, net $ 2,327,833 $ 235,342 Inventory and accounts receivable are pledged to secure a loan from Home State Bank described below. |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 8 — PROPERTY AND EQUIPMENT Property and equipment consist of the following at September Classification September 30, December 31, Buildings and improvements $ 241,225 $ 42,601 Equipment and machinery 69,011 173,792 Trucks and other vehicles 365,552 213,850 Total 675,788 430,243 Less: Accumulated depreciation (113,553 ) (31,740 ) Property and equipment, net $ 562,235 $ 398,503 Depreciation expense for the nine months ended September | NOTE 8 — PROPERTY AND EQUIPMENT Property and equipment consist of the following at December Classification December 31, December 31, Buildings and improvements $ 47,939 $ 5,338 Equipment and machinery 3,127,158 3,019,638 Tractors 2,578,296 2,694,888 Trucks and other vehicles 1,363,156 1,138,304 Total 7,116,549 6,858,168 Less: Accumulated depreciation (4,792,202 ) (3,676,347 ) Property and equipment, net $ 2,324,347 $ 3,181,821 Depreciation expense for the years ended December All Neese property and equipment are pledged to secure loans from Home State Bank as described below. |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 9 — INTANGIBLE ASSETS The following provides a breakdown of identifiable intangible assets as of September September 30, December 31, Customer Relationships Identifiable intangible assets $ 3,422,000 $ 3,189,000 Accumulated amortization (230,636 ) (63,419 ) Customer relationship identifiable intangible assets, net 3,191,364 3,125,581 Marketing Related Identifiable intangible assets 1,833,000 841,000 Accumulated amortization (314,250 ) (81,114 ) Marketing related identifiable intangible assets, net 1,518,750 759,886 Technology Related Identifiable intangible assets 623,000 — Accumulated amortization (62,298 ) — Technology related identifiable intangible assets, net 560,702 — Total Identifiable intangible assets, net $ 5,270,816 $ 3,885,467 In connection with the acquisitions of Asien’s, Kyle’s and Wolo, the Company identified intangible assets of $1,009,000, $3,021,000 and $1,848,000, respectively, representing trade names, customer relationships and technology. These assets are being amortized on a straight -line As of September 2021 (remainder) $ 182,427 2022 729,708 2023 729,708 2024 729,678 2025 596,529 Thereafter 2,302,766 Total $ 5,270,816 | NOTE 9 — INTANGIBLE ASSETS The following provides a breakdown of identifiable intangible assets as of December December 31, December 31, Customer Relationships Identifiable intangible assets, gross $ 3,223,000 $ 34,000 Accumulated amortization (89,486 ) (19,267 ) Customer relationship identifiable intangible assets, net 3,133,514 14,733 Marketing Related Identifiable intangible assets, gross 841,000 — Accumulated amortization (81,114 ) — Marketing related identifiable intangible assets, net 759,886 — Total Identifiable intangible assets, net $ 3,893,400 $ 14,733 In connection with the acquisitions of Asien’s, Neese and Kyle’s, the Company identified intangible assets of $1,009,000, $34,000 and $3,021,000, respectively, representing trade names and customer relationships. These assets are being amortized on a straight -line As of December 2021 $ 397,988 2022 392,321 2023 391,188 2024 391,173 2025 258,169 Thereafter 2,062,561 Total $ 3,893,400 |
Acquisitions
Acquisitions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
ACQUISITIONS | NOTE 10 — ACQUISITIONS Asien’s On March -home On May 28 , The aggregate purchase price was $1,918,000 consisting of: (i) $233,000 in cash; (ii) the issuance of an amortizing promissory note in the principal amount of $200,000; (iii) the issuance of a demand promissory note in the principal amount of $655,000; and (iv) 415,000 common shares of the Company, having a mutually agreed upon value of $830,000 and a fair value of $1,037,500, which may be repurchased by 1847 Asien for a period of one year following the closing at a purchase price of $2.50 per share. The shares were repurchased by 1847 Asien on July The fair value of the purchase consideration issued to the Asien’s Seller was allocated to the net tangible assets acquired. The Company accounted for the Asien’s Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $1,171,272. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The table below shows analysis for the Asien’s Acquisition: Purchase Consideration at fair value: Common shares $ 1,037,500 Notes payable 855,000 Cash paid to Seller (post closing) 233,000 Amount of consideration $ 2,125,500 Assets acquired and liabilities assumed at fair value Cash $ 1,501,285 Accounts receivable 235,746 Inventories 1,457,489 Other current assets 41,427 Property and equipment 157,052 Customer related intangibles 462,000 Marketing related intangibles 547,000 Accounts payable and accrued expenses (280,752 ) Customer deposits (2,405,703 ) Notes payable (509,272 ) Other liabilities (23,347 ) Net assets acquired $ 1,182,925 Total net assets acquired $ 1,182,925 Consideration paid 2,125,500 Goodwill $ 942,575 The estimated useful life remaining on the property and equipment acquired is 5 to 13 years. Kyle’s On August On September 30, 2020, the Company, 1847 Cabinet, Kyle’s and the Kyle’s Sellers entered into addendum to the stock purchase and closing of the acquisition of all of the issued and outstanding capital stock of Kyle’s was completed (the “Kyle’s Acquisition”). The aggregate purchase price was $6,839,792, consisting of (i) $4,389,792 in cash, (ii) an 8% contingent subordinated note in the aggregate principal amount of $1,050,000 and (iii) 700,000 common shares of the Company, having a mutually agreed upon value of $1,400,000 and a fair value of $3,675,000. The shares were issued on October -Off The fair value of the purchase consideration issued to the Kyle’s Sellers was allocated to the net tangible assets acquired. The Company accounted for the Kyle’s Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $527,618. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The table below shows an analysis for the Kyle’s Acquisition: Purchase consideration at fair value: Common shares $ 3,675,000 Notes payable 498,979 Cash 4,389,792 Amount of consideration $ 8,563,771 Assets acquired and liabilities assumed at fair value Cash $ 130,000 Accounts receivable 385,095 Costs in excess of billings 122,016 Other current assets 13,707 Property and equipment 200,737 Customer related intangibles 2,727,000 Marketing related intangibles 294,000 Accounts payable and accrued expenses (263,597 ) Billings in excess of costs (43,428 ) Other liabilities (49,000 ) Net tangible assets acquired $ 3,516,530 Total net assets acquired $ 3,516,530 Consideration paid 8,563,771 Goodwill $ 5,047,241 The estimated useful life remaining on the property and equipment acquired is 3 to 7 years. Wolo On December On March The aggregate purchase price was $8,344,055, consisting of (i) $6,550,000 in cash, (ii) a 6% secured promissory note in the aggregate principal amount of $850,000 and (iii) cash paid to seller, net of working capital adjustment, of $944,055. The provisional fair value of the purchase consideration issued to the Wolo Sellers was allocated to the net tangible assets acquired. The Company accounted for the Wolo Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $6,653,102. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The Company is currently in the process of completing the preliminary purchase price allocation as an acquisition of certain assets. The final purchase price allocation for Wolo will be included in the Company’s financial statements in future periods. The table below shows a preliminary analysis for the Wolo Acquisition: Purchase consideration at preliminary fair value: Notes payable $ 850,000 Cash 6,550,000 Net cash paid to Seller (post closing) 944,055 Amount of consideration $ 8,344,055 Assets acquired and liabilities assumed at preliminary fair value Cash $ 1,171,654 Accounts receivable 1,860,107 Inventory 1,991,629 Customer related intangibles 233,000 Marketing related intangibles 992,000 Technology related intangibles 623,000 Other current assets 218,154 Deferred tax liability (325,000 ) Accounts payable and accrued expenses (111,442 ) Net tangible assets acquired $ 6,653,102 Total net assets acquired $ 8,344,055 Consideration paid 6,653,102 Preliminary Goodwill $ 1,690,953 Proforma The following unaudited proforma results of operations are presented for information purposes only. The unaudited proforma results of operations are not intended to present actual results that would have been attained had the Asien’s Acquisition, the Kyle’s Acquisition and the Wolo Acquisition been completed as of January -controlling -controlling Nine Months Ended 2021 2020 Revenues, net $ 20,521,944 $ 17,163,879 Net income (loss) $ (1,794,399 ) $ (671,350 ) Basic earnings (loss) per share $ (0.38 ) $ (0.16 ) Diluted earnings (loss) per share $ (0.38 ) $ (0.16 ) Basic Number of Shares ( ) 4,718,671 4,309,526 Diluted Number of Shares ( ) 4,718,671 4,309,526 (*) | NOTE 10 — ACQUISITIONS Goedeker On January On April The aggregate purchase price was $6,200,000 consisting of: (i) $1,500,000 in cash, subject to adjustment; (ii) the issuance of a promissory note in the principal amount of $4,100,000; and (iii) up to $600,000 in earn out payments (as described below). As additional consideration, 1847 Goedeker agreed to issue to each of the Stockholders a number of shares of its common stock equal to a 11.25% non -dilutable The cash portion was decreased by the amount of outstanding indebtedness of Goedeker Television for borrowed money existing as of the closing. As a result, the cash portion was adjusted to $478,000. The asset purchase agreement also provided for an adjustment to the purchase price based on the difference between actual working capital at closing and Goedeker Television’s preliminary estimate of closing date working capital. In accordance with the asset purchase agreement, an independent CPA firm was retained by Goedeker and Goedeker Television to resolve differences in the working capital amounts. The report issued by that CPA firm determined that Goedeker Television owed Goedeker $809,000, which Goedeker Television has not paid. On or about March inter alia On June promissory note described above (see Note 5). In addition, the parties agreed that the arbitration action described above would be settled effective upon the closing of the Goedeker IPO and that each party to such arbitration action would release all claims that it has against the other parties to such action. As part of the settlement of the arbitration action, Goedeker agreed that the sellers will not have to pay the $809,000 working capital adjustment amount resulting in a loss on the acquisition receivable in the year ended December Goedeker Television is also entitled to receive the following earn out payments to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the asset purchase agreement) targets: 1. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater; 2. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater; and 3. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the second anniversary of the closing date is $2,500,000 or greater. To the extent the EBITDA of the Goedeker Business for any applicable period is less than $2,500,000 but greater than $1,500,000, Goedeker must pay a partial earn out payment to Goedeker Television in an amount equal to the product determined by multiplying (i) the EBITDA Achievement Percentage by (ii) the applicable earn out payment for such period, where the “Achievement Percentage” is the percentage determined by dividing (A) the amount of (i) the EBITDA of the Goedeker Business for the applicable period less (ii) $1,500,000, by (B) $1,000,000. For avoidance of doubt, no partial earn out payments shall be earned or paid to the extent the EBITDA of the Goedeker Business for any applicable period is equal or less than $1,500,000. For the trailing twelve (12) month period from the closing date, EBITDA for the Goedeker Business was $(2,825,000), so Goedeker Television is not entitled to an earn out payment for that period. To the extent Goedeker Television is entitled to all or a portion of an earn out payment, the applicable earn out payment(s) (or portion thereof) shall be paid on the date that is three (3) years from the closing date, and shall accrue interest from the date on which it is determined Goedeker Television is entitled to such earn out payment (or portion thereof) at a rate equal to five percent (5%) per annum, computed on the basis of a 360 day year for the actual number of days elapsed. The Company determined the fair value of the earnout on the date of acquisition was $81,494. Such amount was recorded as a contingent consideration liability within the accounts payable and accrued expense line item on the consolidated balance sheet and is revalued to fair value each reporting period until settled. The year 1 contingent liability of $32,246 was written -off The provisional fair value of the purchase consideration issued to Goedeker Television was allocated to the net tangible assets acquired. The Company accounted for the Goedeker Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net liabilities assumed was approximately $614,337. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The table below shows the analysis for the Goedeker asset purchase: Purchase consideration at final fair value: Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs $ 3,422,398 Contingent note payable 81,494 Non-controlling interest 979,523 Amount of consideration $ 4,483,415 Assets acquired and liabilities assumed at fair value Accounts receivable $ 334,446 Inventories 1,851,251 Working capital adjustment receivable and other assets 1,104,863 Property and equipment 216,286 Customer related intangibles 749,000 Marketing related intangibles 1,368,000 Accounts payable and accrued expenses (3,929,876 ) Customer deposits (2,308,307 ) Net tangible assets acquired (liabilities assumed) $ (614,337 ) Total net assets acquired (liabilities assumed) $ (614,337 ) Consideration paid 4,483,415 Goodwill $ 5,097,752 On October -owned Asien’s On March -home On May 28 , The aggregate purchase price was $2,125,000 consisting of: (i) $233,000 in cash, subject to adjustment; (ii) the issuance of an amortizing promissory note in the principal amount of $200,000; (iii) the issuance of a demand promissory note in the principal amount of $655,000; and (iv) 415,000 common shares of the Company, having a mutually agreed upon value of $830,000 and a fair value of $1,037,500, which may be repurchased by 1847 Asien for a period of one year following the closing at a purchase price of $2.50 per share. The shares were repurchased by 1847 Asien on July The fair value of the purchase consideration issued to the Asien’s Seller was allocated to the net tangible assets acquired. The Company accounted for the Asien’s Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $1,171,272. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The table below shows analysis for the Asien’s Acquisition: Purchase Consideration at fair value: Common shares $ 1,037,500 Notes payable 855,000 Due to seller 233,000 Amount of consideration $ 2,125,500 Assets acquired and liabilities assumed at fair value Cash $ 1,501,285 Accounts receivable 235,746 Inventories 1,457,489 Other current assets 41,427 Deferred tax asset 11,653 Property and equipment 157,052 Customer related intangibles 462,000 Marketing related intangibles 547,000 Accounts payable and accrued expenses (280,752 ) Customer deposits (2,405,703 ) Notes payable (509,272 ) Other liabilities (23,347 ) Net assets acquired $ 1,182,925 Total net assets acquired $ 1,171,272 Consideration paid 2,125,500 Goodwill $ 942,575 The estimated useful life remaining on the property and equipment acquired is 5 to 13 years. Kyle’s On August On September 30, 2020, the Company, 1847 Cabinet, Kyle’s and the Kyle’s Sellers entered into addendum to the stock purchase and closing of the acquisition of all of the issued and outstanding capital stock of Kyle’s was completed (the “Kyle’s Acquisition”) The aggregate purchase price was $6,650,000, subject to adjustment as described below. The purchase price consists of (i) $4,200,000 in cash, (ii) an 8% contingent subordinated note in the aggregate principal amount of $1,050,000, and (iii) 700,000 common shares of the Company, having a mutually agreed upon value of $1,400,000 and a fair value of $3,675,000. The shares were issued on October -Off The purchase price is subject to a post -closing capital, the Kyle’s Sellers must pay to 1847 Cabinet an amount in cash equal to such excess, provided, however, that the Kyle’s Sellers may, at their option, in lieu of paying such excess in cash, deliver and transfer to 1847 Cabinet a number of common shares of the Company that is equal to such excess divided by $2.00. In addition to the post -closing The fair value of the purchase consideration issued to the Kyle’s Sellers was allocated to the net tangible assets acquired. The Company accounted for the Kyle’s Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $527,618. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The table below shows an analysis for the Kyle’s Acquisition: Purchase Consideration at fair value: Common shares $ 3,675,000 Notes payable 498,979 Due to seller 4,389,792 Amount of consideration $ 8,563,771 Assets acquired and liabilities assumed at fair value Cash $ 130,000 Accounts receivable 385,095 Costs in excess of billings 122,016 Other current assets 13,707 Property and equipment 200,737 Customer related intangibles 2,727,000 Marketing related intangibles 294,000 Accounts payable and accrued expenses (263,597 ) Billings in excess of costs (43,428 ) Other liabilities (49,000 ) Net tangible assets acquired $ 3,516,530 Total net assets acquired $ 3,516,530 Consideration paid 8,563,771 Goodwill $ 5,047,243 The estimated useful life remaining on the property and equipment acquired is 3 to 7 years. Proforma The following unaudited proforma results of operations are presented for information purposes only. The unaudited proforma results of operations are not intended to present actual results that would have been attained had the Asien’s Acquisition and Kyle’s Acquisition been completed as of January -controlling the May -controlling Year Ended December 31, 2020 2019 Revenues, net $ 24,376,944 $ 23,849,214 Net income (loss) $ (1,402,208 ) $ (230,704 ) Basic earnings (loss) per share $ (0.31 ) $ (0.05 ) Diluted earnings (loss) per share $ (0.31 ) $ (0.05 ) Basic Number of Shares (a) 4,561,840 4,230,625 Diluted Number of Shares (a) 4,561,840 4,230,625 Note: (a) shares assuming as if issued as of Jan 1. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 11 — NOTES PAYABLE 1847 Asien/Asien’s Arvest Bank On July 8% Subordinated Amortizing Promissory Note A portion of the purchase price for acquisition of Asien’s on May -year -line amortization schedule, with all unpaid principal and accrued, but unpaid interest being fully due and payable on May 6% Amortizing Promissory Note On July -year -half -year -line -half Demand Promissory Note A portion of the purchase price for acquisition of Asien’s on May -day Inventory Financing Agreement On September -approved 4.5% Unsecured Promissory Note On October -trustees Agreement of Sale of Future Receipts On May -month Loans on Vehicles Asien’s has entered into six retail installment sale contracts pursuant to which Asien’s agreed to finance its delivery trucks at rates ranging 3.74% to 6.99% with an aggregate remaining principal amount of $114,845 as of September 1847 Cabinet/Kyle’s Vesting Promissory Note A portion of the purchase price for the acquisition of Kyle’s on September -sixth th The vested principal of the note due at the maturity date shall be calculated each year based on the average annual consolidated EBITDA (as defined in the note) of 1847 Cabinet for each of the years ended December 1847 Cabinet will have the right to redeem all but no less than all of the note at any time prior to the maturity date. If 1847 Cabinet elects to redeem the note, the redemption price will be payable in cash and is equal to the then outstanding vested portion of the principal plus any remaining unvested principal amount plus accrued but unpaid interest thereon (calculated over 36 The note contains customary events of default. The right of the Kyle’s Sellers to receive payments under the note is subordinated to all indebtedness of 1847 Cabinet, whether outstanding as of the closing date or thereafter created, to banks, insurance companies and other financial institutions or funds, and federal or state taxation authorities. Intercompany Secured Promissory Note In connection with the acquisition of Kyle’s, the Company provided 1847 Cabinet with the funds necessary to pay the cash portion of the purchase price and cover acquisition expenses. In connection therewith, on September January -party -party Loans on Vehicles Kyle’s has entered into two retail installment sale contracts pursuant to which it agreed to finance its delivery trucks at rates ranging 5.90% to 6.54% with an aggregate remaining principal amount of $67,465 as of September 1847 Wolo/Wolo 6% Secured Promissory Note As noted above, a portion of the purchase price for the acquisition of Wolo on March -month Credit Agreement and Notes On March The “borrowing base” means an amount equal to the sum of the following: (A) 80% of eligible accounts (as defined in the credit agreement) PLUS (B) the lesser of: (1) 50% percent of eligible inventory (as defined in the credit agreement) or (2) $400,000, MINUS (C) such reserves as Sterling may establish from time to time in its sole discretion. Sterling has the right from time to time, in its sole discretion, to amend, substitute or modify the percentages set forth in the definition of borrowing base and the definition(s) of eligible accounts and eligible inventory. The revolving note matures on March With respect to the term loan, 1847 Wolo and Wolo must repay to Sterling on the first day of each month, (i) beginning on May -four The credit agreement contains customary representations, warranties, affirmative and negative financial and other covenants and events of default for loans of this type. Each of the revolving note and the term note is secured by a first priority security interest in all of the assets of 1847 Wolo and Wolo. PPP Loans On April -year | NOTE 11 — NOTES PAYABLE 1847 Neese/Neese Home State Bank On June The loan agreement contains customary representations and warranties and events of default. Upon an event of default, the interest rate on the note will be increased by 3 percentage points. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. The loan is secured by inventory, accounts receivable, and certain fixed assets of Neese. The loan agreement limited the payment of interest on the 10% promissory note described below to $40,000 annually. The Company continues to accrue interest at the contractual amounts. Such accruals (in excess of $40,000 in interest on the promissory note) are shown as long -term 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 years ended December The Company adopted ASU 2015 -03 -term 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 1847 Asien/Asien’s Arvest Bank On July 8% Subordinated Amortizing Promissory Note A portion of the purchase price for acquisition of Asien’s was paid by the issuance of an 8% subordinated amortizing promissory note in the principal amount of $200,000 by 1847 Asien to the Asien’s Seller. Interest on the outstanding principal amount will be payable quarterly at the rate of eight percent (8%) per annum. The outstanding principal amount of the note will amortize on a one -year -line 6% Amortizing Promissory Note On July -year -half accrued interest thereon, will be amortized on a two -year -line -half Demand Promissory Note A portion of the purchase price for acquisition of Asien’s was paid by the issuance of demand promissory note in the principal amount of $655,000 by 1847 Asien to the Asien’s Seller. The note accrued interest at a rate of one percent (1%) computed on the basis of a 360 -day Inventory Financing Agreement On September -approved 4.5% Unsecured Promissory Note On October -trustees Agreement of Sale of Future Receipts On May -month -time Loans on Vehicles Asien’s has entered into four retail installment sale contracts pursuant to which Asien’s agreed to finance its delivery trucks at rates ranging 3.98% to 6.99% with an aggregate remaining principal amount of $90,375 as of December 1847 Cabinet/Kyle’s Vesting Promissory Note A portion of the purchase price for the acquisition of Kyle’s on September -sixth th The vested principal of the note due at the maturity date shall be calculated each year based on the average annual consolidated EBITDA (as defined in the note) of 1847 Cabinet for each of the years ended December 1847 Cabinet will have the right to redeem all but no less than all of the note at any time prior to the maturity date. If 1847 Cabinet elects to redeem the note, the redemption price will be payable in cash and is equal to the then outstanding vested portion of the principal plus any remaining unvested principal amount plus accrued but unpaid interest thereon (calculated over 36 The note contains customary events of default. The right of the Kyle’s Sellers to receive payments under the note is subordinated to all indebtedness of 1847 Cabinet, whether outstanding as of the closing date or thereafter created, to banks, insurance companies and other financial institutions or funds, and federal or state taxation authorities. Intercompany Secured Promissory Note In connection with the acquisition of Kyle’s, the Company provided 1847 Cabinet with the funds necessary to pay the cash portion of the purchase price and cover acquisition expenses. In connection therewith, on September PPP Loans On April -year -term |
Convertible Promissory Note
Convertible Promissory Note | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Convertible Notes Payable [Abstract] | ||
CONVERTIBLE PROMISSORY NOTE | NOTE 12 — CONVERTIBLE PROMISSORY NOTE On April -year -dilutable The note carried an original issue discount of $64,286 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Furthermore, the Company issued 50,000 common shares valued at $137,500 and a debt -discount On May i) t In connection with the amendment, (i) the Company issued to Leonite another five -year Under the note, Leonite had the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non -assessable On May On July On August On September | NOTE 13 — CONVERTIBLE PROMISSORY NOTE On April -year -dilutable The note carries an original issue discount of $64,286 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Furthermore, the Company issued 50,000 common shares valued at $137,500 and a debt -discount On May In connection with the amendment, (i) the Company issued to Leonite another five -year Under the note, Leonite had the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non -assessable On May On July On August On September |
Operating Leases
Operating Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Operating Lease [Abstract] | ||
OPERATING LEASES | NOTE 13 — OPERATING LEASES On September -16 -60 On June Supplemental balance sheet information related to leases was as follows: September 30, Operating lease right-of-use lease asset $ 735,074 Accumulated amortization (68,164 ) Net balance $ 666,910 Lease liability, current portion 112,120 Lease liability, long term 558,181 Total operating lease liabilities $ 670,301 Weighted Average Remaining Lease Term – operating leases 55 months Weighted Average Discount Rate – operating leases 5.5 % Future minimum lease payments under this operating lease as of September 2021 (remainder of year) $ 48,314 2022 167,973 2023 171,282 2024 175,529 2025 148,416 2026 52,558 Total lease payments 764,072 Less imputed interest (93,771 ) Maturities of lease liabilities $ 670,301 Asien’s has an office and showroom space that has been leased on a month -by-month On October September 30, Operating lease right-of-use lease asset $ 153,663 Accumulated amortization 87,393 Net balance $ 66,270 Lease liability, current portion 67,111 Lease liability, long term — Total operating lease liabilities $ 67,111 Weighted Average Remaining Lease Term – operating leases 10 months Weighted Average Discount Rate – operating leases 6.0 % Future minimum lease payments under this operating lease as of September 2021 (remainder of year) $ 20,691 2022 48,279 Total lease payments 68,970 Less imputed interest (1,859 ) Maturities of lease liabilities $ 67,111 | NOTE 15 — OPERATING LEASES Neese On March -term The amount accrued for amounts included in the measurement of operating lease liabilities was $100,000 for the year ended December Supplemental balance sheet information related to leases was as follows: December 31, December 31, Operating lease right-of-use lease asset $ 624,157 $ 624,157 Accumulated amortization (122,330 ) (59,077 ) Net balance $ 501,827 $ 565,080 Lease liability, current portion $ 67,725 $ 63,253 Lease liability, long term 434,102 501,827 Total operating lease liabilities $ 501,827 $ 565,080 Weighted Average Remaining Lease Term – operating leases 74 months 86 months Weighted Average Discount Rate – operating leases 6.85 % 6.85 % Future minimum lease payments under this operating lease as of December For the 2021 $ 100,000 2022 100,000 2023 100,000 2024 100,000 2025 100,000 Thereafter 116,667 Total lease payments 616,667 Less imputed interest (114,840 ) Maturities of lease liabilities $ 501,827 Neese leased a piece of equipment on an operating lease. The lease originated in May 2014 for a five -year On September -16 -60 Supplemental balance sheet information related to leases was as follows: December 31, 2020 Operating lease right-of-use lease asset $ 373,916 Accumulated amortization (15,931 ) Net balance $ 357,985 Lease liability, current portion 66,803 Lease liability, long term 291,182 Total operating lease liabilities $ 357,985 Weighted Average Remaining Lease Term – operating leases 44 months Weighted Average Discount Rate – operating leases 5.50 % Future minimum lease payments under this operating lease as of December For the 2021 $ 84,840 2022 86,520 2023 87,385 2023 89,116 2025 59,410 Total lease payments 407,271 Less imputed interest (49,286 ) Maturities of lease liabilities $ 357,985 Asien’s Asien’s has an office and showroom space that has been leased on a month -by-month |
Related Parties
Related Parties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | NOTE 14 — RELATED PARTIES On April -paid -paid Offsetting Management Services Agreements 1847 Neese entered into an offsetting management services agreement with the Manager on March paid by such subsidiaries for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid such subsidiaries, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal quarter, does not exceed the Parent Management Fee calculated and payable with respect to such fiscal quarter. The 1847 Cabinet offsetting management services agreement was amended on October Each of these subsidiaries shall also reimburse the Manager for all of their costs and expenses which are specifically approved by their board of directors, including all out -of-pocket The rights of the Manager to receive payments under this offsetting management services agreement with Wolo are subordinate to the rights of Sterling under separate a subordination agreement that the Manager entered into with Sterling on March 1847 Asien, 1847 Cabinet and 1847 Wolo expensed $225,000, $225,000 and $260,833, respectively, in management fees for the nine months ended September On a consolidated basis, the Company expensed total management fees of $710,833 and $103,022 for the nine months ended September Advances From time to time, the Company has received advances from its chief executive officer to meet short -term As of September Grid Promissory Note On January Building Lease On September | NOTE 16 — RELATED PARTIES Management Services Agreement On April -paid -paid Offsetting Management Services Agreements 1847 Neese entered into an offsetting management services agreement with the Manager on March on May Each of 1847 Neese, 1847 Asien or 1847 Cabinet shall also reimburse the Manager for all of its costs and expenses which are specifically approved by its board of directors, including all out -of-pocket 1847 Neese expensed $250,000 in management fees for the years ended December -term 1847 Asien expensed $178,022 in management fees for the period from May 1847 Cabinet expensed $75,000 in management fees for the period from October Advances From time to time, the Company has received advances from its chief executive officer to meet short -term As of December On January Building Leases On March On September |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
SHAREHOLDERS' EQUITY (DEFICIT) | NOTE 15 — SHAREHOLDERS’ EQUITY (DEFICIT) Allocation Shares As of September The Manager owns 100% of the allocation shares of the Company which represent the original equity interest in the Company. As a holder of the allocation shares, the Manager is entitled to receive a 20% profit allocation as a form of preferred distribution, pursuant to a profit allocation formula upon the occurrence of certain events. Generally, the distribution of the profit allocation is paid upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses, including if the Company distributes its equity ownership in a subsidiary to the Company’s shareholders in a spin -off -year The 1,000 allocation shares are issued and outstanding and held by the Manager, which is controlled by Mr. Series A Senior Convertible Preferred Shares On September Following is a description of the rights of the series A senior convertible preferred shares. Dividends. Liquidation. the preferential amount payable to the holders of the series A senior convertible preferred shares and liquidating payments on any other shares of any class or series of parity securities as to the distribution of assets on any liquidation of the Company, then such assets, or the proceeds thereof, shall be distributed among the holders of series A senior convertible preferred shares and any such other parity securities ratably in accordance with the respective amounts that would be payable on such series A senior convertible preferred shares and any such other parity securities if all amounts payable thereon were paid in full. Voting Rights. Conversion Rights. -one ) d Redemption. Adjustments. • th • th • th Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $0.0075. In addition, if any legislation or rules are adopted whereby the holding period of securities for purposes of Rule 144 of the Securities Act of 1933, as amended, for convertible securities that convert at market -adjusted Additional Equity Interest. -party -party On September -year -in On March -year -in In the nine months ended September Common Shares The Company is authorized to issue 500,000,000 common shares as of September On May On May On June On March Warrants Number of Common Stock Warrants Weighted average exercise price Weighted average life (years) Intrinsic value Outstanding, January 1, 2021 2,632,278 $ 2.50 2.76 $ — Granted 1,818,182 2.50 3.00 — Exercised — — — — Canceled — — — — Outstanding, September 30, 2021 4,450,460 $ 2.50 2.21 $ — Exercisable, September 30, 2021 4,450,460 $ 2.50 2.21 $ — On March -year -free The warrants allow the holder to purchase one (1) common share at an exercise price of $2.50 per common share (subject to adjustment including upon any future equity offering with a lower exercise price), which may be exercised on a cashless basis under certain circumstances. Upon a reduction to the exercise price of such warrants, the number of warrant shares shall increase such that the aggregate exercise price will remain the same. The warrants have a term of three years and are callable by the Company after one year if the 30 -day 50 a | NOTE 17 — SHAREHOLDERS’ EQUITY (DEFICIT) Allocation Shares As of December The Manager owns 100% of the allocation shares of the Company which represent the original equity interest in the Company. As a holder of the allocation shares, the Manager is entitled to receive a 20% profit allocation as a form of preferred distribution, pursuant to a profit allocation formula upon the occurrence of certain events. Generally, the distribution of the profit allocation is paid upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses (a “Sale Event”) or, at the option of the Manager, at the five year anniversary date of the acquisition of one of the Company’s businesses (a “Holding Event”). The Company records distributions of the profit allocation to the holders upon occurrence of a Sale Event or Holding Event as dividends declared on allocation interests to stockholders’ equity when they are approved by the Company’s board of directors. The 1,000 allocation shares are issued and outstanding and held by the Manager, which is controlled by Mr. Series A Senior Convertible Preferred Shares On September Dividends. Liquidation. Voting Rights. Conversion Rights. -one Redemption. Adjustments. • th • th • th Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $0.0075. Additional Equity Interest. On September -year -in Common Shares The Company is authorized to issue 500,000,000 common shares as of December On April On May On May On June On July On September The Company issued a total of 50,000 warrants to service providers for services provided to the Company. The fair market value of the services amounted to $87,550. On September Options Number of Weighted Weighted Outstanding at January 1, 2020 — $ — — Granted 90,000 $ 2.50 5.0 Exercised 77,500 2.50 — Forfeited — — — Cancelled (12,500 ) 2.50 — Expired — — — Outstanding at December 31, 2020 — $ — — Exercisable at December 31, 2020 — $ — — On May Warrants Number of Weighted Weighted average life (years) Intrinsic Outstanding, January 1, 2019 — $ — — Granted 200,000 1.25 5.00 Exercised — — — Canceled — — — Outstanding, December 31, 2019 200,000 1.25 4.26 Granted 2,882,278 2.39 3.20 Exercised (180,000 ) 1.25 — Canceled (230,000 ) 1.25 — Outstanding, December 31, 2020 2,632,278 $ 2.50 2.76 $ — Exercisable, December 31, 2020 2,632,278 $ 2.50 2.76 $ — On April five On September Accordingly, a portion of the proceeds was allocated to the warrant based on its relative fair value using the Black Scholes option -pricing -Scholes -free On April -year -diluted On September -year - 63 -free The warrants allow the holder to purchase one (1) common share at an exercise price of $2.50 per common share (subject to adjustment including upon any future equity offering with a lower exercise price), which may be exercised on a cashless basis under certain circumstances. Upon a reduction to the exercise price of such warrants, the number of warrant shares shall increase such that the aggregate exercise price will remain the same. The warrants have a term of three years and are callable by the Company after one year if the 30 -day Noncontrolling Interests The Company owns 55.0% of 1847 Neese, 95% of 1847 Asien and 92.5% of 1847 Cabinet. For financial interests in which the Company owns a controlling financial interest, the Company applies the provisions of ASC 810, which are applicable to reporting the equity and net income or loss attributable to noncontrolling interests. The results of 1847 Neese, 1847 Asien and 1847 Cabinet and are included in the consolidated statement of operations as of December -controlling -controlling -controlling |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 16 — COMMITMENTS AND CONTINGENCIES The Company has entered into three financing lease agreements for expansion equipment at Kyle’s. The equipment is in production and expected to be installed in November 2021. These agreements have terms of six years beginning at the time of installation. Future minimum lease payments under the leases as of September 2021 (remainder of year) $ 11,962 2022 143,541 2023 143,541 2024 143,541 2025 143,541 2026 143,541 2027 134,409 Total lease payments $ 864,076 An office space has been leased on a month -by-month The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. | NOTE 18 — COMMITMENTS AND CONTINGENCIES An office space has been leased on a month -by-month The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | NOTE 17 — SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the nine months ended September Nine Months Ended 2021 2020 Interest paid $ 139,016 $ — Income tax paid $ — $ — Business combinations: Current assets Current Assets $ 5,201,957 $ 1,734,663 Intangible assets 1,848,000 — Deferred tax liability — 157,052 Preliminary goodwill 1,690,915 1,720,726 Deferred tax liability (325,000 ) — Assumed liabilities (111,442 ) (3,195,726 ) Cash acquired in acquisitions, net of working capital adjustment $ 1,174,654 $ 1,268,285 Financing: Due to seller (net cash paid to seller after closing) $ 944,055 $ 233,000 Note payable seller $ 850,000 $ 855,000 Common Shares Deemed Dividend related to issuance of Preferred stock $ 1,527,086 $ — Additional Paid-in Capital – common shares and warrants issued $ 757,772 $ — Common stock $ — $ 415 Additional Paid in Capital $ — $ 829,585 Operating lease, ROU assets and liabilities $ 466,294 $ — | NOTE 20 — SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the years ended December Years Ended December 31, 2020 2019 Interest paid $ 415,451 $ 413,894 Income tax paid $ — $ — Business combinations: Current assets $ 2,255,479 $ — Property and equipment 357,789 — Intangibles 4,030,000 — Goodwill 5,989,818 — Assumed liabilities (3,575,100 ) — Cash acquired in acquisitions $ 1,631,285 $ — Financing: Due to seller (cash paid to seller day after closing) $ 4,622,792 $ — Line of credit $ 586,097 $ — Debt discount on line of credit (17,500 ) — Issuance of common shares on promissory note Line of credit, net $ 568,597 $ — Convertible Promissory Note $ 1,353,979 $ — Common Shares $ 1,115 $ — Deemed Dividend related to issuance of Preferred stock $ 3,051,478 $ — 1847 Goedeker Spin-Off Dividend $ 283,257 $ — Distribution – Allocation shares $ 5,985,000 $ — Distribution receivable – Allocation shares $ 2,000,000 $ — Additional Paid-in Capital – common shares and warrants issued $ 4,711,385 $ 430,173 Operating lease, ROU assets and liabilities $ 373,916 $ — |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 18 — SUBSEQUENT EVENTS In accordance with ASC 855 -10 Completion of Acquisition On September 23, 2021, 1847 Cabinet entered into a securities purchase agreement with High Mountain Door & Trim Inc., a Nevada corporation (“High Mountain”), Sierra Homes, LLC, a Nevada limited liability company (“Sierra Homes”), and Steven J. Parkey and Jose D. Garcia -Rendon (together, the “H&S Sellers”), pursuant to which 1 847 C abinet agreed to acquire all of the issued and outstanding capital stock or other equity securities of High Mountain and Sierra Homes from the H&S Sellers. On October 6, 2021, 1847 Cabinet, High Mountain, Sierra Homes and the H&S Sellers entered into amendment No. 1 to securities purchase agreement to amend certain terms of the securities purchase agreement. On October 8, 2021, closing of the acquisition was completed. Pursuant to the terms of the securities purchase agreement, as amended, 1847 Cabinet acquired all of the issued and outstanding capital stock or other equity securities of High Mountain and Sierra Homes from the H&S Sellers for an aggregate purchase price of $16,567,845, after certain adjustments made at closing and subject to additional post -closing adjustments as described below. The purchase price consists of (i) $10,687,500 in cash and (ii) the issuance by 1847 Cabinet of 6% subordinated convertible promissory notes in the aggregate principal amount of $5,880,345. The purchase price is subject to a post -closing working capital adjustment provision. Under this provision, the H& S S ellers delivered to 1847 Cabinet at the closing an unaudited balance sheet of High Mountain and Sierra Homes and a calculation of estimated net working capital of High Mountain and Sierra Homes as of that date. On or before the 75 th day following the closing, 1847 Cabinet must deliver to the H&S Sellers an unaudited balance sheet of High Mountain and Sierra Homes and its calculation of the final net working capital of High Mountain and Sierra Homes as of the closing date. If such final net working capital exceeds the estimated net working capital, 1847 Cabinet must, within seven days, pay to the H&S Sellers an amount of cash that is equal to such excess. If the estimated net working capital exceeds the final net working capital, the H&S Sellers must, within seven days, pay to 1847 Cabinet an amount in cash equal to such excess. 6% Subordinated Convertible Promissory Notes As noted above, a portion of the purchase price for the acquisition of High Mountain and Sierra Homes was paid by the issuance of 6% subordinated convertible promissory notes in the aggregate principal amount of $5,880,345 by 1 847 C abinet to the H&S Sellers. The notes bear interest at a rate of six percent (6%) per annum and are due and payable on October 8, 2024; provided that upon an event of default (as defined in the notes), such interest rate shall increase to ten percent (10%) per annum. 1847 Cabinet may prepay the notes in whole or in part, without penalty or premium, upon ten (10) business days prior written notice to the holders of the notes. At any time prior to October 8, 2022, the holders may, in their sole discretion, elect to convert up to twenty percent (20%) of the original principal amount of the notes and all accrued, but unpaid, interest into such number of shares of the common stock of 1847 Cabinet determined by dividing the amount to be converted by a conversion price determined by dividing (i) the fair market value of 1847 Cabinet (determined in accordance with the notes) by (ii) the number of shares of 1847 Cabinet outstanding on a fully diluted basis. The holders may also exchange the notes or any portion thereof for securities of the Company pursuant to the exchange agreement described below. Pursuant to the terms of the notes, 1847 Cabinet must provide at least thirty (30) days prior notice prior to the consummation of a corporate transaction (as defined in the notes), which generally includes (i) the sale of all or substantially all of the assets of 1847 Cabinet, High Mountain and Sierra Homes, (ii) the merger, consolidation or any other reorganization of any of these companies, other than a reorganization where the holders of the voting securities of such companies prior to such reorganization continue to hold a majority of the outstanding voting securities after such reorganization; or (iii) any transfer (whether by sale, merger, consolidation or otherwise) of more that fifty percent (50%) of the outstanding voting securities of any of these companies. In the event of such corporate transaction, the H&S Sellers may exercise their right to convert a portion of the outstanding principal balance and accrued but unpaid interest into 1847 Cabinet’s common stock, exercise their right to exchange all or any portion of the outstanding principal balance and accrued but unpaid interest pursuant to the exchange agreement, and/or accelerate the maturity date such that the outstanding principal balance together with all accrued but unpaid interest and all other amounts payable under the notes (less any amounts to be converted or exchanged, if applicable) shall become due and payable in full upon the consummation of the corporate transaction. The notes contain customary events of default, including in the event of a default under the secured convertible promissory notes described below. The rights of the holders to receive payments under the notes are subordinated to the rights of the purchasers under secured convertible promissory notes described below. Exchange Agreement On October 8, 2021, the Company entered into an exchange agreement with the H&S Sellers, pursuant to which the Company granted the H&S Sellers and their permitted assigns the right, but not the obligation, to exchange all of the principal amount and accrued but unpaid interest under the 6% subordinated convertible promissory notes as may be the outstanding from time to time or any portion thereof for a number of common shares of the Company to be determined by dividing the amount to be converted by an exchange price equal to the higher of (i) the 30 -day volume weighted average price for the common shares on the primary national securities exchange or over the counter market on which the common shares are traded over the thirty (30) trading days immediately prior to the applicable exchange date or (ii) $2.50 (subject to equitable adjustments for stock splits, stock combinations, recapitalizations and similar transactions). Amended and Restated Offsetting Management Services Agreement On October 8, 2021, 1847 Cabinet and the Manager entered into an amended and restated offsetting management services agreement to amend certain terms of the offsetting management services agreement described in Note 14 above. Pursuant to the amended and restated offsetting management services, the quarterly management fee was increased to $125,000 or 2% of adjusted net assets. The amended and restated offsetting management services also revised the provision regarding removal of the Manager to provide that the Manager may be removed by 1847 Cabinet if: (i) a majority of 1847 Cabinet’s board of directors vote to terminate the amended and restated offsetting management services and the holders of at least a majority of the then outstanding voting stock (other than voting stock beneficially owned by the Manager) vote to terminate the amended and restated offsetting management services; (ii) neither Ellery W. Roberts nor his designated successor, heirs, beneficiaries or permitted assigns control the Manager, and such change occurred without the prior written consent of 1847 Cabinet’s board of directors; (iii) there is a finding by a court of competent jurisdiction in a final, non -appealable order that the Manager materially breached the terms of the amended and restated offsetting management services and such breach continued unremedied for sixty (6 0) d ays after the Manager received written notice from 1847 Cabinet setting forth the terms of such breach, or the Manager acted with gross negligence, willful misconduct, bad faith or reckless disregard in performing its duties and obligations under amended and restated offsetting management services or engaged in fraudulent or dishonest acts in connection with the business and operations of 1847 Cabinet; (iv) the Manager has been convicted of a felony under Federal or State law, 1847 Cabinet’s board of directors finds that the Manager is demonstrably and materially incapable of performing its duties and obligations under the amended and restated offsetting management services, and the holders of at least sixty -six and two -thirds percentage (66 ⅔%) of then outstanding voting stock (other than voting stock beneficially owned by the Manager) vote to terminate the amended and restated offsetting management services; or (v) there is a finding by a court of competent jurisdiction that the Manager has engaged in fraudulent or dishonest acts in connection with the business or operations of 1847 Cabinet or acted with gross negligence, willful misconduct, bad faith or reckless disregard in performing its duties and obligations under the amended and restated offsetting management services, and the holders of at least sixty -six and two -thirds percentage (66 ⅔%) of the then outstanding voting stock (other than voting stock beneficially owned by the Manager) vote to terminate the amended and restated offsetting management services. Finally, the amended and restated offsetting management services also revised the termination provision to provide that if there is a termination under section (i) of the preceding paragraph, then 1847 Cabinet must pay a termination fee to the Manager that is equal to three times (3x) the then current maximum annual management fee payable to the Manager, which shall be payable in eight (8) equal quarterly installments. Second Amended and Restated Intercompany Secured Promissory Note On October 8, 2021, the Company, 1847 Cabinet, Kyle’s, High Mountain and Sierra Homes entered into a second amended and restated subordinated secured promissory note in the principal amount of up to $15,955,325 to amend and restate the terms of the secured promissory note described under Note 11 above. The note bears interest at the rate of 16% per annum. Interest on the note is cumulative and any unpaid accrued interest will compound on each anniversary date of the note. Interest is due and payable in arrears to the Company on December 1, March 1, June 1 and October 1, commencing on December 1, 2021. In the event payment of principal or interest due under the note is not made when due, giving effect to any grace period which may be applicable, or in the event of any other default (as defined in the note), the outstanding principal balance shall from the date of default immediately bear interest at the rate of 5% above the then applicable interest rate for so long as such default continues. The Company may demand payment in full of the note at any time, even if 1847 Cabinet has complied with all of the terms of the note, and the note shall be due in full, without demand, upon the third party sale of all or substantially all the assets and business of 1847 Cabinet or the third party sale or other disposition of any capital stock of 1847 Cabinet. 1847 Cabinet may prepay the note at any time without penalty. If and to the extent any amounts are owing under the secured convertible promissory notes described below due to a default thereunder, in addition to payment obligations due under the note, 1847 Cabinet is required to immediately make payments to the Company so that the Company may make payments in compliance with the terms of the secured convertible promissory notes. The note contains customary covenants and events of default for loans of this type. The note is guaranteed by Kyle’s, High Mountain and Sierra Homes and is secured by a security interest in all of the assets of 1847 Cabinet, Kyle’s, High Mountain and Sierra Homes; provided that the rights of the Company to receive payments under the note are subordinated to the rights of the purchasers under secured convertible promissory notes described below. Amendment to 6% Amortizing Promissory Note On October 8, 2021, 1847 Asien and the Asien’s Seller entered into amendment no. 1 to securities purchase agreement to amend certain terms of the securities purchase agreement and the 6% amortizing promissory note described in Note 11. Pursuant to the amendment, the repayment terms of the 6% amortizing promissory note were revised so that one -half (50%) of the outstanding principal amount ($518,750) and all accrued interest thereon shall be amortized on a two -year straight -line basis and payable quarterly in accordance with the amortization schedule set forth on Exhibit A to the amendment, except for the payments that were initially scheduled on January 1, 2022 and April 1, 2022, which were paid from the proceeds of the senior convertible promissory notes described below, and the second -half (50%) of the outstanding principal amount ($518,750) and all accrued, but unpaid interest thereon shall be paid on the second anniversary of the date of the 6% amortizing promissory note, along with any other unpaid principal or accrued interest thereon. Secured Convertible Promissory Notes On October 8, 2021, the Company and each of its subsidiaries 1847 Asien, 1847 Wolo, 1847 Cabinet, Asien’s, Wolo Mfg, Wolo H&S, Kyle’s, High Mountain and Sierra Homes, entered into a note purchase agreement with two institutional investors, including Leonite, pursuant to which the Company issued to these purchasers secured convertible promissory notes in the aggregate principal amount of $24,860,000. The notes contain an aggregate original issue discount of $497,200. As a result, the total purchase price was $24,362,800. After payment of expenses of $742,825, the Company received net proceeds of $23,619,975, of which $10,687,500 was used to fund the cash portion of the purchase price for the acquisition of High Mountain and Sierra Homes. The notes bear interest at a rate per annum equal to the greater of (i) 4.75% plus the U.S. Prime Rate that appears in The Wall Street Journal from time to time or (ii) 8%; provided that, upon an event of default (as defined in the notes), such rate shall increase to 24% or the maximum legal rate. Payments of interest only, computed at such rate on the outstanding principal amount, will be due and payable quarterly in arrears commencing on January 1, 2022 and continuing on the first day of each calendar quarter thereafter through and including the maturity date, October 8, 2026. The Company may voluntarily prepay the notes in whole or in part upon payment of a prepayment fee in an amount equal to 10% of the principal and interest paid in connection with such prepayment. In addition, immediately upon receipt by the Company or any subsidiary of any proceeds from any issuance of indebtedness (other than certain permitted indebtedness), any proceeds of any sale or disposition by the Company or any subsidiary of any of the collateral or any of its respective assets (other than asset sales or dispositions in the ordinary course of business which are permitted by the note purchase agreement), or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Company must prepay the notes in an amount equal to all such proceeds, net of reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Company or a subsidiary in connection therewith (in each case, paid to non -affiliates ). The holders of the notes may, in their sole discretion, elect to convert any outstanding and unpaid principal portion of the notes, and any accrued but unpaid interest on such portion, into common shares of the Company at a conversion price equal to $2.50 (subject to equitable adjustments for stock splits, stock combinations, recapitalizations and similar transactions, as well as for future issuances below the conversion price). Notwithstanding the foregoing, the notes contain a beneficial ownership limitation, which provides that the Company shall not effect any conversion to the extent that after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares upon such conversion. Upon no fewer than 61 days’ prior notice to the Company, a holder may increase or decrease such beneficial ownership limitation (up to a maximum of 9.99%) and any such increase or decrease will not be effective until the 61 st day after such notice is delivered to the Company. Pursuant to the terms of the notes, until the date that is eighteen (18) months after the issuance date of the notes, the holders shall have the right, but not the obligation, to participate in any securities offering of the Company other than a permitted issuance (as defined in the note purchase agreement) in an amount of up to the original principal amount of the notes. In addition, the holders shall have the right of first refusal to participate in any issuance of indebtedness by the Company until the notes have been terminated; provided, however, that this right of first refusal shall not apply to permitted issuances. The note purchase agreement and the notes contain customary representations, warranties, affirmative and negative financial and other covenants and events of default for loans of this type. The notes are guaranteed by each subsidiary and are secured by a first priority security interest in all of the assets of the Company and its subsidiaries. Warrants In connection with the loan made by Leonite, on October 8, 2021, the Company issued to Leonite a five -year warrant for the purchase of 250,000 common shares with an exercise price of $0.01 per share and a five -year warrant for the purchase of 500,000 common shares with an exercise price of $2.50 per share. The exercise price is subject to standard adjustments, including upon any future equity offering with a lower exercise price. Upon a reduction to the exercise price of such warrants, the number of warrant shares shall increase such that the aggregate exercise price will remain the same. The warrants may be exercised on a cashless basis under certain circumstances and contain certain beneficial ownership limitations. Subsidiary Equity Issuance In connection with the loan made by Leonite, the Company also issued to Leonite a number of shares or membership units, as applicable, representing a 7.50% fully -diluted ownership interest in each of High Mountain and Sierra Homes. As a result, 1847 Cabinet owns 92.5% of each of these subsidiaries. Redemption of Series A Senior Convertible Preferred Shares On October 12, 2021, the Company redeemed 2,632,278 series A senior convertible preferred shares for a total redemption price, including dividends through such date, of $6,395,645. As a result, there are 1,818,182 series A senior convertible preferred shares outstanding as of the date of this report. Repayment of Debt On October 8, 2021, the revolving loan from Arvest Bank was terminated and paid off for $301,240 (see Note 11). On October 8, 2021, the 6% secured promissory note issued to the Asien’s Seller was paid down by $138,593 (See Note 11). On October 8, 2021, the 6% secured promissory note issued to the Wolo Sellers was repaid in full (See Note 11). On October 8, 2021, the revolving loan and the term loan from Sterling were repaid in full (See Note 11). On October 8, 2021, the grid note issued to the Manager was repaid in full and terminated (see Note 14). | NOTE 22 — SUBSEQUENT EVENTS In accordance with ASC 855 -10 Wolo Closing and Related Transactions Amendment to the Stock Purchase Agreement and Closing On December -owned On March Pursuant to the terms of the stock purchase agreement, as amended, 1847 Wolo agreed to acquire all of the issued and outstanding capital stock of Wolo for an aggregate purchase price of $7,400,000, subject to adjustment as described below. The purchase price consists of (i) $6,550,000 in cash and (ii) a 6% secured promissory note in the aggregate principal amount of $850,000. The purchase price is subject to a post -closing th Purchase to the stock purchase agreement, 1847 Wolo agreed to indemnify and hold harmless the Wolo Sellers for any amounts in respect of taxes payable by the Wolo Sellers in connection with the Wolo Acquisition that are in excess of the amounts of taxes that would have been payable by the Wolo Sellers in connection with the Wolo Acquisition if the closing had occurred on or prior to December The stock purchase agreement contains customary representations, warranties and covenants, including a covenant that the Wolo Sellers will not compete with the business of Wolo for a period of three (3) years following closing. The stock purchase agreement also contains mutual indemnification for breaches of representations or warranties and failure to perform covenants or obligations contained in the stock purchase agreement. In the case of the indemnification provided by the Wolo Sellers with respect to breaches of certain non -fundamental -fundamental As noted above, a portion of the purchase price for Wolo was paid by the issuance of a 6% secured promissory note in the principal amount of $850,000 by 1847 Wolo to the Wolo Sellers. Interest on the outstanding principal amount will be payable quarterly at the rate of six percent (6%) per annum. The note matures on the 39 -month Management Services Agreement On March The rights of the Manager to receive payments under this offsetting management services agreement are subordinate to the rights of Sterling (as defined below) under separate a subordination agreement that the Manager entered into with Sterling on March Credit Agreement and Notes On March The revolving note matures on March With respect to the term loan, 1847 Wolo and Wolo must repay to Sterling on the first day of each month, (i) beginning on May -four The credit agreement contains customary representations, warranties, affirmative and negative financial and other covenants and events of default for loans of this type. Each of the revolving note and the term note is secured by a first priority security interest in all of the assets of 1847 Wolo and Wolo. Unit Offering On March three -year Pursuant to the securities purchase agreements, the Company is required file a registration statement with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, covering the resale of all shares issuable upon conversion of the series A senior convertible preferred shares and exercise of the warrants with thirty (days) after the closing and use its commercially reasonable efforts to have the registration statement declared effective by the SEC as soon as practicable, but in no event later than (i) ninety (90) days after the closing in the event that the SEC does not review the registration statement, or (ii) one hundred fifty (150) days after the closing in the event that the SEC reviews the registration statement (but in any event, no later than two (2) business days from the SEC indicating that it has no further comments on the registration statement). The lead investors in the offering received participation rights that permit them, for a period of 12 In addition to the participation right, and registration rights described above, the securities purchase agreements provided several other covenants in favor of the purchasers and/or the lead investor, including information rights, observer rights, certain restrictive covenants, and other covenants customary for similar transactions. The securities purchase agreements also contain customary representations, warranties closing conditions and indemnities. The warrants issued in this offering have the same terms as the warrants issued on September • • • • • -adjusted • In exchange for the consent of the holders of the Company’s outstanding series A senior convertible preferred shares to the issuance of these units at a lower purchase price than such holders paid for their shares, the Company issued an aggregate of 398,838 common shares to such holders. Subscription Agreement On March Paycheck Protection Program — Phase II On March 26, 2021, Neese received a second PPP Loan in the amount of $380,385 under Phase II of the Paycheck Protection Program which commenced on January 13, 2021 and allowed certain businesses that received an initial PPP Loan to seek a second draw PPP Loan. |
Floor Plan Loans Payable
Floor Plan Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Floor Plan Loans Payable [Abstract] | |
FLOOR PLAN LOANS PAYABLE | NOTE 12 — FLOOR PLAN LOANS PAYABLE At December |
Financing Lease
Financing Lease | 12 Months Ended |
Dec. 31, 2020 | |
Financing Lease Text Block [Abstract] | |
FINANCING LEASE | NOTE 14 — 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 The Company adopted ASU 2015 -03 -term |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 19 — INCOME TAXES As of December -forwards The provision for Federal income tax consists of the following: The cumulative tax effect at the expected rate of 26.3% and 26.3% of significant items comprising the Company’s net deferred tax amount is as follows: The components for the provision of income taxes include: December 31, December 31, Current Federal and State $ (102,200 ) $ 16,500 Deferred Federal and State 368,600 (1,218,900 ) Total (benefit) provision for income taxes $ 266,400 $ (1,202,400 ) A reconciliation of the statutory US Federal income tax rate to the Company’s effective income tax rate is as follows: December 31, December 31, Federal tax 21.0 % 21.0 % State tax 4.5 % 5.5 % Discontinued operations (4.8 )% 0.0 % Permanent items (1.6 )% (0.2 )% Valuation Allowance (21.7 )% 0.0 % Other 0.8 % 0.0 % Effective income tax rate (1.9 )% 26.3 % Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and amounts used for tax purposes. The Company has a net cumulative current deferred tax asset of $324,000 and a net cumulative long -term December 31, December 31, Deferred tax assets Receivables $ 4,000 $ 8,000 Related party accruals 204,000 156,000 Inventory obsolescence 53,000 115,000 Sales return reserve 48,000 51,000 Business interest limitation 185,000 343,000 Lease liability 241,000 — Other 55,000 8,000 Loss carryforward 174,000 624,000 Valuation Allowance (364,000 ) — Total deferred tax assets $ 600,000 $ 1,305,000 Deferred tax liabilities Fixed assets $ (359,000 ) $ (652,000 ) Intangibles (241,000 ) (18,000 ) Total deferred tax liabilities $ (600,000 ) $ (670,000 ) Total net deferred income tax assets (liabilities) $ — $ 635,000 The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. At December The Company is a partnership for federal income taxes; however, its subsidiaries are C corporations. The Company will file consolidated returns whenever possible. Following is a summary of prepaid and deferred tax assets and liabilities for December As of December 31, 2020 2019 Prepaid income taxes (accrued tax liability) $ 39,000 $ (24,000 ) Deferred tax asset (liability) $ — $ 635,000 Years Ended December 31, 2020 2019 Income tax (benefit)/expense $ 267,000 $ (1,202,000 ) |
Distribution
Distribution | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure of Distribution [Abstract] | |
DISTRIBUTION | NOTE 21 — DISTRIBUTION On October As discussed in Note Upon the sale of a subsidiary of the Company, the Manager will be paid a profit allocation based on the gain of the sale and net income (loss) since acquisition, subject to various hurdle thresholds. Upon a Holding Event, the Manager will be paid a profit allocation based on the subsidiary’s net income since its acquisition, subject to various hurdle thresholds. The calculation of the profit allocation and the rights of the Manager, as the holder of the allocation shares, are governed by the operating agreement. The following is a summary of the profit allocation payments made during the year ended December During the fourth quarter of 2020, the Company distributed to its shareholders all of the common stock of Goedeker held by it, which resulted in the declaration and payment of a profit allocation interest to the Manager. Payment was in the form of a distribution allocation of 664,993 Goedeker shares with a fair value of $5,985,000 which was calculated by the Company in accordance with the profit allocation formula outlined in the operating agreement. In calculating the distribution, the board reached its preliminary determination based on the fact that no capital was contributed by the Company in connection with the acquisition of Goedeker, and as such all profit from the Sale Event constituted Total Profit Allocation, as outlined in the operating agreement, without regard to losses incurred by Goedeker from the date of acquisition through the date of the spin off. Post allocation, the Company determined that the calculation required a revision to the shares distributed to the Manager to 443,331 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The results of Goedeker are included within discontinued operations for three and nine months ended September The results of 1847 Neese are included within discontinued operations for the nine months ended September In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months September These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10 -K | Basis of Presentation The financial statements of the Company have been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The results of Goedeker are included within discontinued operations for the years ended December |
Accounting Basis | Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. | Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. |
Segment Reporting | Segment Reporting The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting The Retail and Appliances Segment is comprised of the business of Asien’s, which is based in Santa Rosa, CA, and provides a wide variety of appliance services including sales, delivery, installation, service and repair, extended warranties, and financing. The Construction Segment is comprised of the business of Kyle’s, which is based in Boise, ID, and provides a wide variety of construction services including custom design and build of kitchen and bathroom cabinetry, delivery, installation, service and repair, extended warranties, and financing. The Automotive Supplies Segment is comprised of the business of Wolo, which is based in Deer Park, NY, and designs and manufactures horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below and these include costs associated with executive management, financing activities and public company compliance. | Segment Reporting The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting The Retail and Appliances Segment is comprised of the business of Asien’s, which is based in Santa Rosa, California, and provides a wide variety of appliance services including sales, delivery, installation, service and repair, extended warranties, and financing. The Land Management Services Segment is comprised of the business of Neese, which is based in Grand Junction, Iowa, and provides professional services for waste disposal and a variety of agricultural services, wholesaling of agricultural equipment and parts, local trucking services, various shop services, and sales of other products and services. The Construction Segment is comprised of the business of Kyle’s, which is based in Boise, Idaho, and provides a wide variety of construction services including custom design and build of kitchen and bathroom cabinetry, delivery, installation, service and repair, extended warranties, and financing. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below and these include costs associated with executive management, financing activities and public company compliance. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. | Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Impact of COVID-19 | Impact of COVID-19 The impact of COVID -19 -19 Reclassifications Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation for the three and nine months ended September Revenue Recognition and Cost of Revenue On January -09 Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment Asien’s collects 100% of the payment for special -order -special Performance Obligations — The revenue that Asien’s recognizes arises from orders it receives from customers. Asien’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Asien’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of pickup, shipment, or installation. Once this occurs, Asien’s has satisfied its performance obligation and Asien’s recognizes revenue. Transaction Price ‒ Asien’s agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Asien’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Asien’s collects concurrently with revenue -producing Cost of revenue includes the cost of purchased merchandise plus freight and any applicable delivery charges from the vendor to Asien’s. Substantially all Asien’s sales are to individual retail consumers (homeowners), builders and designers. The large majority of customers are homeowners and their contractors, with the homeowner being key in the final decisions. Asien’s has a diverse customer base with no one client accounting for more than 5% of total revenue. Customer deposits — Asien’s records customer deposits when payments are received in advance of the delivery of the merchandise. Asien’s expects that substantially all of the customer deposits will be recognized within six months as the performance obligations are satisfied. Construction Segment Kyle’s generates revenues from providing cabinet design, construction and installation primary from cabinet -related Kyle’s provides cabinet design, construction and installation services to customers with both residential and commercial projects. A majority of Kyle’s contracts are recurring work from a builder team. Kyle’s will provide pricing and work with individual homeowners, designers and builders to determine pricing options and upgrades to the base proposed contact pricing. Performance Obligations — For substantially all landscaping construction contracts, Kyle’s recognizes revenue over time, as performance obligations are satisfied, on a percentage completion basis on a total project cost basis. Typical contacts will last approximately 4 – 6 weeks from start to the substantial completion of the project. Significant Judgments and Estimates — For cabinet construction contracts, measuring the percent completion on an individual project requires estimates obtained by discussions with field personnel. Estimates are also used in determining the total estimated total costs of a project. These estimates and assumptions are the best information management has at the time percent complete is calculated. Kyle’s employs the same estimation methodology on a quarterly basis. Accounts Receivable, Net — Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Contract assets and liabilities — Construction contract assets and liabilities are reported in a net position on a contract -by-contract Automotive Supplies Segment Wolo designs and manufactures horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. Focused on the automotive and industrial after -market -box -line Wolo collects 100% of the payment for internet and phone orders, including tax, from the customer at the time the order is shipped. Customers placing orders with a purchase order through the EDI (Electronic Data Interface) are allowed to purchase on credit and make payment after receipt of product on the agreed upon terms. Performance Obligations — The revenue that Wolo recognizes arises from orders it receives from contracts with customers. Wolo’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers and each order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Wolo’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of shipment of the order. Once this occurs, Wolo has satisfied its performance obligation and Wolo recognizes revenue. Transaction Price — Wolo agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Wolo’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Wolo collects concurrently with revenue -producing Cost of sales includes the cost of purchased merchandise plus freight, warehouse salaries, tariffs, and any applicable delivery charges from the vendor to Wolo. Warranties vary and are typically 90 days to consumers and manufacturing defect warranty to are available to resellers. At times, depending on the product, Wolo can also offer a warranty up to 12 Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. Inventory For Asien’s, inventory mainly consists of appliances that are acquired for resale and is valued at the average cost determined on a specific item basis. Inventory also consists of parts that are used in service and repairs and may or may not be charged to the customer depending on warranty and contractual relationship. Kyle’s typically orders inventory on a job -by-job -average -downs Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Depreciation of furniture, vehicles and equipment is calculated using the straight -line Useful Life Building and Improvements 4 Machinery and Equipment 3 – 7 Trucks and Vehicles 3 – 6 Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life Customer-Related Straight-line basis 5 – 15 Marketing-Related Straight-line basis 5 Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long -lived Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, certificates of deposit and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three -level Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Observable market -based Level 3 — Unobservable inputs that are not corroborated by market date. The Company’s held to maturity securities are comprised of certificates of deposit. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Stock-Based Compensation The Company records stock -based Compensation -Stock Compensation Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the three ended September As the Company had a net loss for the three and nine months ended September Leases ASC 842 requires recognition of leases on the consolidated balance sheets as right -of-use The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease -related -line -lease Going Concern Assessment Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the unaudited consolidated financial statements are issued or available to be issued, which is referred to as the “look -forward -forward The Company has generated operating losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third -party -controlling on the disposition of subsidiary), cash flows used in operations of $381,346 (excluding the cashflow from discontinued operations) and negative working capital of $1,373,869 (excluding the negative working capital from discontinued operations). On October Management has prepared estimates of operations for fiscal year 2022 and believes that sufficient funds will be generated from operations to fund its operations and to service its debt obligations for one year from the date of the filing of the unaudited consolidated financial statements in the Company’s Quarterly Report on Form 10 -Q -19 -19 | Impact of COVID-19 The impact of COVID -19 -19 |
Reclassifications | Reclassifications Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation for the three and nine months ended September | Reclassifications Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation as of and for the year ended December |
Revenue Recognition and Cost of Revenue | Revenue Recognition and Cost of Revenue On January -09 Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment Asien’s collects 100% of the payment for special -order -special Performance Obligations — The revenue that Asien’s recognizes arises from orders it receives from customers. Asien’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Asien’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of pickup, shipment, or installation. Once this occurs, Asien’s has satisfied its performance obligation and Asien’s recognizes revenue. Transaction Price ‒ Asien’s agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Asien’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Asien’s collects concurrently with revenue -producing Cost of revenue includes the cost of purchased merchandise plus freight and any applicable delivery charges from the vendor to Asien’s. Substantially all Asien’s sales are to individual retail consumers (homeowners), builders and designers. The large majority of customers are homeowners and their contractors, with the homeowner being key in the final decisions. Asien’s has a diverse customer base with no one client accounting for more than 5% of total revenue. Customer deposits — Asien’s records customer deposits when payments are received in advance of the delivery of the merchandise. Asien’s expects that substantially all of the customer deposits will be recognized within six months as the performance obligations are satisfied. Construction Segment Kyle’s generates revenues from providing cabinet design, construction and installation primary from cabinet -related Kyle’s provides cabinet design, construction and installation services to customers with both residential and commercial projects. A majority of Kyle’s contracts are recurring work from a builder team. Kyle’s will provide pricing and work with individual homeowners, designers and builders to determine pricing options and upgrades to the base proposed contact pricing. Performance Obligations — For substantially all landscaping construction contracts, Kyle’s recognizes revenue over time, as performance obligations are satisfied, on a percentage completion basis on a total project cost basis. Typical contacts will last approximately 4 – 6 weeks from start to the substantial completion of the project. Significant Judgments and Estimates — For cabinet construction contracts, measuring the percent completion on an individual project requires estimates obtained by discussions with field personnel. Estimates are also used in determining the total estimated total costs of a project. These estimates and assumptions are the best information management has at the time percent complete is calculated. Kyle’s employs the same estimation methodology on a quarterly basis. Accounts Receivable, Net — Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Contract assets and liabilities — Construction contract assets and liabilities are reported in a net position on a contract -by-contract Automotive Supplies Segment Wolo designs and manufactures horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. Focused on the automotive and industrial after -market -box -line Wolo collects 100% of the payment for internet and phone orders, including tax, from the customer at the time the order is shipped. Customers placing orders with a purchase order through the EDI (Electronic Data Interface) are allowed to purchase on credit and make payment after receipt of product on the agreed upon terms. Performance Obligations — The revenue that Wolo recognizes arises from orders it receives from contracts with customers. Wolo’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers and each order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Wolo’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of shipment of the order. Once this occurs, Wolo has satisfied its performance obligation and Wolo recognizes revenue. Transaction Price — Wolo agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Wolo’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Wolo collects concurrently with revenue -producing Cost of sales includes the cost of purchased merchandise plus freight, warehouse salaries, tariffs, and any applicable delivery charges from the vendor to Wolo. Warranties vary and are typically 90 days to consumers and manufacturing defect warranty to are available to resellers. At times, depending on the product, Wolo can also offer a warranty up to 12 | Revenue Recognition and Cost of Revenue On January -09 Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment Asien’s collects 100% of the payment for special -order -special Performance Obligations — The revenue that Asien’s recognizes arises from orders it receives from customers. Asien’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Asien’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of pickup, shipment, or installation. Once this occurs, Asien’s has satisfied its performance obligation and Asien’s recognizes revenue. Transaction Price — Asien’s agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Asien’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Asien’s collects concurrently with revenue -producing Cost of revenue includes the cost of purchased merchandise plus freight and any applicable delivery charges from the vendor to Asien’s. Substantially all Asien’s sales are to individual retail consumers (homeowners), builders and designers. The large majority of customers are homeowners and their contractors, with the homeowner being key in the final decisions. Asien’s has a diverse customer base with no one client accounting for more than 5% of total revenue. Disaggregated revenue for the Retail and Appliances Segment by sales type for the period from May Period Appliance sales $ 7,563,547 Other sales 61,675 Total revenue $ 7,625,222 Land Management Segment Neese’s payment terms are due on demand from acceptance of delivery. Neese does not incur incremental costs obtaining purchase orders from customers, however, if Neese did, because all of Neese’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that Neese recognizes arises from orders it receives from customers. Neese’s performance obligations under the customer orders correspond to each service delivery or sale of equipment that Neese makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the service or equipment sale to be completed. Control of the delivery transfers to customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, Neese’s products, which generally occurs at the later of when the customer obtains title to the equipment or when the customer assumes risk of loss. The transfer of control generally occurs at a point of delivery. Once this occurs, Neese has satisfied its performance obligation and Neese recognizes revenue. Neese also sells equipment by posting it on auction sites specializing in farm equipment. Neese posts the equipment for sale on a “magazine” site for several weeks before the auction. When Neese decides to sell, it moves the equipment to the auction site. The auctions are one day. If Neese accepts a bid, the customer pays the bid price and arranges for pick -up Transaction Price — Neese agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon service fee. In Neese’s contracts with customers, it allocates the entire transaction price to the service fee to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax Neese collects concurrently with revenue -producing If Neese continued to apply legacy revenue recognition guidance for year ended December Substantially all of Neese’s sales are to businesses, including farmers or municipalities and very little to individuals. Disaggregated Revenue Neese’s disaggregated revenue by sales type for the years ended December Year Ended December 31, 2020 2019 Revenues Trucking $ 923,398 $ 1,579,660 Waste hauling and pumping 1,588,010 1,901,314 Repairs 464,475 377,004 Other 403,772 343,436 Total services 3,379,655 4,201,414 Sales of parts and equipment 3,322,944 2,178,611 Total revenue $ 6,702,599 $ 6,380,025 Performance Obligations • Trucking • Waste Hauling and pumping • Repairs • Sales of parts and equipment Accounts Receivable, Net — Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Unbilled receivables of $38,000 and $121,989 are included in this balance at December Neese reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value. The estimates are based on an analysis of past due receivables, historical bad debt trends, current economic conditions, and customer specific information. After Neese has exhausted all collection efforts, the outstanding receivable balance relating to services provided is written off against the allowance. Additions to the provision for bad debt are charged to expense. Neese determined that an allowance for loss of $14,614 and $29,001 was required at December Construction Segment Kyle’s generates revenues from providing cabinet design, construction and installation primary from cabinet -related Kyle’s provides cabinet design, construction and installation services to customers with both residential and commercial projects. A majority of Kyle’s contracts are recurring work from a builder team. Kyle’s will provide pricing and work with individual homeowners, designers and builders to determine pricing options and upgrades to the base proposed contact pricing. Performance Obligations — For substantially all landscaping construction contracts, the Company recognizes revenue over time, as performance obligations are satisfied, on a percentage completion basis on a total project cost basis. Typical contacts will last approximately 4 -6 Significant Judgments and Estimates — For cabinet construction contracts, measuring the percent completion on an individual project requires estimates obtained by discussions with field personnel. Estimates are also used in determining the total estimated total costs of a project. These estimates and assumptions are the best information management has at the time percent complete is calculated. The Company employs the same estimation methodology on a quarterly basis. Accounts Receivable, Net — Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Period Construction sales $ 1,120,224 Other sales — Total revenue $ 1,120,224 |
Receivables | Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. Inventory For Asien’s, inventory mainly consists of appliances that are acquired for resale and is valued at the average cost determined on a specific item basis. Inventory also consists of parts that are used in service and repairs and may or may not be charged to the customer depending on warranty and contractual relationship. Kyle’s typically orders inventory on a job -by-job -average -downs | Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. |
Property and Equipment | Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Depreciation of furniture, vehicles and equipment is calculated using the straight -line Useful Life Building and Improvements 4 Machinery and Equipment 3 – 7 Trucks and Vehicles 3 – 6 | Property and Equipment Property and equipment is stated at cost. Depreciation of furniture, vehicles and equipment is calculated using the straight -line Useful Life (Years) Building and Improvements 4 Machinery and Equipment 3 – 7 Tractors 3 – 7 Trucks and Vehicles 3 – 6 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life Customer-Related Straight-line basis 5 – 15 Marketing-Related Straight-line basis 5 | Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 5 – 15 Marketing-Related Straight-line basis 5 |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long -lived | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long -lived |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, certificates of deposit and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three -level Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Observable market -based Level 3 — Unobservable inputs that are not corroborated by market date. The Company’s held to maturity securities are comprised of certificates of deposit. | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, certificates of deposit and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three -level Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Observable market -based Level 3 — Unobservable inputs that are not corroborated by market date. The Company’s held to maturity securities are comprised of certificates of deposit. |
Derivative Instrument Liability | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock -based Compensation -Stock Compensation | Stock-Based Compensation The Company records stock -based Compensation -Stock Compensation |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the three ended September As the Company had a net loss for the three and nine months ended September | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the year ended December |
Leases | Leases ASC 842 requires recognition of leases on the consolidated balance sheets as right -of-use The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease -related -line -lease | Leases The Company adopted ASC Topic 842, Leases The new leasing standard requires recognition of leases on the consolidated balance sheets as right -of-use The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease -related -line -lease |
Going Concern Assessment | Going Concern Assessment Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the unaudited consolidated financial statements are issued or available to be issued, which is referred to as the “look -forward -forward The Company has generated operating losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third -party -controlling on the disposition of subsidiary), cash flows used in operations of $381,346 (excluding the cashflow from discontinued operations) and negative working capital of $1,373,869 (excluding the negative working capital from discontinued operations). On October Management has prepared estimates of operations for fiscal year 2022 and believes that sufficient funds will be generated from operations to fund its operations and to service its debt obligations for one year from the date of the filing of the unaudited consolidated financial statements in the Company’s Quarterly Report on Form 10 -Q The impact of COVID -19 -19 The accompanying unaudited consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts for one year from the date of the filing of the unaudited consolidated financial statements in the Company’s Quarterly Report on Form 10 -Q | Going Concern Assessment Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look -forward -forward The Company has generated losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, issuance of third party and related party debt and the sale of a note to support cashflow from operations. For the year ended December -controlling Management has prepared estimates of operations for fiscal year 2021 and believes that sufficient funds will be generated from operations to fund its operations, and to service its debt obligations for one year from the date of the filing of the consolidated financial statements in the Company’s Annual Report on Form 10 -K The impact of COVID -19 -19 The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of the consolidated financial statements in the Company’s Annual Report on Form 10 -K |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017 -04 Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment. -step In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments -13 -13 -10 | Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No. 2017 -04 Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment. -step In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments -13 -13 -10 |
Proposed Acquisition | Proposed Acquisition On February -owned -year | |
Inventory | Allowance for Credit Losses Provisions for credit losses are charged to income as losses are estimated to have occurred and in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for future losses on the Company’s accounts receivable. The Company charges credit losses against the allowance and credits subsequent recoveries, if any, to the allowance. Historical loss experience and contractual delinquency of accounts receivables, and management’s judgment are factors used in assessing the overall adequacy of the allowance and the resulting provision for credit losses. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or portfolio performance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available. The allowance for credit losses consists of general and specific components. The general component of the allowance estimates credit losses for groups of accounts receivable on a collective basis and relates to probable incurred losses of unimpaired accounts receivables. The Company records a general allowance for credit losses that includes forecasted future credit losses. | |
Inventory | Inventory For Asien’s, inventory mainly consists of appliances that are acquired for resale and is valued at the average cost determined on a specific item basis. Inventory also consists of parts that are used in service and repairs and may or may not be charged to the customer depending on warranty and contractual relationship. For Neese, inventory consists of finished products acquired for resale and is valued at the lower -of-cost-or-market -downs |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of property and equipment useful lives | Useful Life Building and Improvements 4 Machinery and Equipment 3 – 7 Trucks and Vehicles 3 – 6 | Useful Life (Years) Building and Improvements 4 Machinery and Equipment 3 – 7 Tractors 3 – 7 Trucks and Vehicles 3 – 6 |
Schedule of identifiable intangible assets | Acquired intangible Asset Amortization Basis Expected Life Customer-Related Straight-line basis 5 – 15 Marketing-Related Straight-line basis 5 | Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 5 – 15 Marketing-Related Straight-line basis 5 |
Schedule of disaggregated revenue | Period Appliance sales $ 7,563,547 Other sales 61,675 Total revenue $ 7,625,222 | |
Schedule of accounts receivable | Period Construction sales $ 1,120,224 Other sales — Total revenue $ 1,120,224 | |
Neese [Member] | ||
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of disaggregated revenue | Year Ended December 31, 2020 2019 Revenues Trucking $ 923,398 $ 1,579,660 Waste hauling and pumping 1,588,010 1,901,314 Repairs 464,475 377,004 Other 403,772 343,436 Total services 3,379,655 4,201,414 Sales of parts and equipment 3,322,944 2,178,611 Total revenue $ 6,702,599 $ 6,380,025 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Schedule of business segments | Three Months Ended September 30, 2021 Retail & Construction Automotive Corporate Total Revenue Furniture and appliances $ 3,145,955 $ — $ — $ — $ 3,145,955 Construction — 1,338,428 — — 1,338,428 Automotive supplies — — 2,250,645 — 2,250,645 Total Revenue 3,145,955 1,338,428 2,250,645 — 6,735,028 Total cost of sales 2,300,664 805,513 1,466,946 — 4,573,123 Total operating expenses 683,110 612,880 1,249,778 475,679 3,021,447 Income (loss) from operations $ 162,181 $ (79,965 ) $ (466,079 ) $ (475,679 ) $ (859,542 ) Three Months Ended September 30, 2020 Retail & Construction Automotive Corporate Total Revenue Furniture and appliances $ 3,141,313 $ — $ — $ — $ 3,141,313 Construction — — — — — Automotive supplies — — — — — Total Revenue 3,141,313 — — — 3,141,313 Total cost of sales 2,429,714 — — — 2,429,714 Total operating expenses 843,000 — — 126,836 969,836 Loss from operations $ (131,401 ) $ — $ — $ (126,836 ) $ (258,237 ) Nine Months Ended September 30, 2021 Retail & Construction Automotive Corporate Total Revenue Furniture and appliances $ 9,762,939 $ — $ — $ — $ 9,762,939 Construction — 4,169,305 — — 4,169,305 Automotive supplies — — 4,231,013 — 4,231,013 Total Revenue 9,762,939 4,169,305 4,231,013 — 18,163,257 Total cost of sales 7,409,913 2,280,009 2,658,672 — 12,348,594 Total operating expenses 2,095,280 1,687,998 2,509,008 973,105 7,265,391 Income (loss) from operations $ 257,746 $ 201,298 $ (936,667 ) $ (973,105 ) $ (1,450,728 ) Nine Months Ended September 30, 2020 Retail & Construction Automotive Corporate Total Revenue Furniture and appliances $ 4,327,294 $ — $ — $ — $ 4,327,294 Construction — — — — — Automotive supplies — — — — — Total Revenue 4,327,294 — — — 4,327,294 Total cost of sales 3,353,608 — — — 3,353,608 Total operating expenses 1,278,284 — — 648,488 1,926,772 Loss from operations $ (304,598 ) $ — $ — $ (648,488 ) $ (953,086 ) | Year Ended December 31, 2020 Retail & Appliances Land Management Services Construction Corporate Services Total Revenue Services $ — $ 3,379,655 $ — $ — $ 3,379,655 Sales of parts and equipment — 3,322,944 — 3,322,944 Furniture and appliances revenue 7,625,222 7,625,222 Construction — — 1,120,224 — 1,120,224 Total Revenue 7,625,222 6,702,599 1,120,224 — 15,448,045 Total cost of sales 5,866,414 2,874,792 665,022 — 9,406,228 Total operating expenses 1,986,775 5,000,313 681,040 896,095 8,564,223 Loss from operations $ (227,967 ) $ (1,172,506 ) $ (225,838 ) $ (896,095 ) $ (2,522,406 ) Year Ended December 31, 2019 Retail & Appliances Land Management Services Construction Corporate Services Total Revenue Services $ — $ 4,201,414 $ — $ — $ 4,201,414 Sales of parts and equipment — 2,178,611 — — 2,178,611 Furniture and appliances revenue — — — — — Total Revenue — 6,380,025 — — 6,380,025 Total cost of sales — 1,830,067 — — 1,830,067 Total operating expenses — 5,707,272 — 161,441 5,868,713 Loss from operations $ — $ (1,157,314 ) $ — $ (161,441 ) $ (1,318,755 ) |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | ||
Schedule of cash and cash equivalents | September 30, December 31, Cash and cash equivalents Operating accounts $ 973,172 $ 976,538 Restricted accounts — 403,811 Subtotal $ 973,172 $ 1,380,349 Held to Maturity Investments Restricted accounts – certificates of deposit (4 – 24-month maturities, $ 276,540 $ 276,270 Subtotal $ 276,540 $ 276,270 TOTAL $ 1,249,713 $ 1,656,619 | December 31, December 31, Cash and cash equivalents Operating accounts $ 1,393,369 $ 174,290 Restricted accounts 403,811 — Subtotal $ 1,797,180 $ 174,290 Held to Maturity Investments Restricted accounts – certificates of deposit (4 – 24 month maturities, FDIC insured) $ 276,270 $ — Subtotal $ 276,270 $ — TOTAL $ 2,073,450 $ 174,290 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of major classes of assets and liabilities of the discontinued operations | December 31, 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 | 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 |
Schedule of consolidated statements of operations from discontinued operations | Nine Months Nine Months Three Months REVENUES Services $ 612,862 $ 1,853,721 $ 640,695 Sales of parts and equipment 324,189 2,053,964 1,448,917 Furniture and appliances — 38,397,306 13,435,098 TOTAL REVENUE 937,051 42,304,991 15,524,710 OPERATING EXPENSES Cost of sales 298,050 33,913,519 12,588,302 Personnel costs 485,774 5,780,986 2,571,387 Depreciation and amortization 360,746 1,213,102 405,499 Fuel 112,746 275,368 89,169 General and administrative 290,872 7,407,433 3,315,868 TOTAL OPERATING EXPENSES 1,548,188 48,590,408 18,970,226 LOSS FROM OPERATIONS (611,137 ) (6,285,417 ) (3,445,516 ) OTHER INCOME (EXPENSE) Financing costs and loss on early extinguishment of debt (320 ) (2,646,757 ) (508,943 ) Gain on forgiveness of debt 380,247 — (903,570 ) Gain on sale of assets 548,723 54,748 16,981 Loss on acquisition receivable — (809,000 ) — Change in warrant liability — (2,127,656 ) — Interest expense (78,308 ) (913,028 ) (235,927 ) Other income (expense) 1,200 9,400 3,075 TOTAL OTHER INCOME (EXPENSE) 851,542 (6,432,293 ) (1,628,384 ) NET LOSS BEFORE INCOME TAXES 240,405 (12,717,710 ) (5,073,900 ) INCOME TAX BENEFIT — (2,309,929 ) (873,176 ) NET INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS 240,405 (10,407,780 ) (4,200,724 ) LESS NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 108,182 (3,260,361 ) (1,669,777 ) NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS $ 132,223 $ (7,147,420 ) $ (2,530,948 ) | 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 ) |
Schedule of consolidated statements of cash flows relating to discontinued operations | Nine Months Ended 2021 2020 Cash flows from operating activities of discontinued operations: Net Income (Loss) $ 240,405 $ (10,407,780 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: Depreciation and amortization 360,746 1,213,357 Amortization of financing costs and warrant features 2,187 841,305 Stock compensation — 281,194 Amortization of operating lease right-of-use assets 19,007 47,033 Gain on forgiveness of PPP loans (380,247 ) — Loss on extinguishment of debt — 1,699,463 Gain on sale of equipment (548,723 ) (54,748 ) Change in fair value of warrant liability — 2,127,656 Write-off of acquisition receivable — 809,000 Changes in operating assets and liabilities: Accounts receivable 10,698 637,776 Inventory (161,286 ) (2,239,997 ) Prepaid expenses and other assets 49,222 (873,580 ) Accounts payable and accrued expenses 118,980 2,656,694 Change in operating lease ROU assets — 314,332 Operating lease liability (19,007 ) (361,365 ) Vendor deposits — (252,688 ) Deposits — 12,925,530 Customer deposits — (1,962,129 ) Accrued expense long-term 137,438 340,656 Net cash used in operating activities from discontinued operations $ (170,580 ) $ 7,741,709 Cash flows from investing activities in discontinued operations: Proceeds from sale of equipment $ 675,000 $ 49,494 Purchase of equipment (30,697 ) (67,396 ) Net cash provided by (used in) investing activities in discontinued operations $ 644,303 $ (17,902 ) Cash flows from financing activities in discontinued operations: Proceeds from initial public offering $ — $ 8,602,166 Proceeds from note payable 380,385 1,612,297 Repayments of notes payable (589,078 ) (2,432,337 ) Payments on convertible notes payable — (771,431 ) Repayment of floor plan — (10,581 ) Net borrowings from lines of credit — (1,339,430 ) Financing fees — (219,110 ) Repayment of financing lease — (634,458 ) Net cash used in financing activities in discontinued operations $ (208,693 ) $ 4,807,116 | 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 |
Accounts Receivables (Tables)
Accounts Receivables (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Receivables [Abstract] | ||
Schedule of receivables | September 30, December 31, Credit card payments in process of settlement $ 137,489 $ 158,924 Trade receivables from customers 1,976,848 366,701 Total receivables 2,114,337 525,625 Allowance for doubtful accounts — — Accounts receivable, net $ 2,114,337 $ 525,625 | December 31, December 31, Credit card payments in process of settlement $ 158,924 $ — Trade receivables from customers 715,410 620,370 Total receivables 874,334 620,370 Allowance for doubtful accounts (14,614 ) (29,001 ) Accounts receivable, net $ 859,720 $ 591,369 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory | September 30, December 31, Parts and components $ 24,554 $ 6,308 Appliances 1,974,708 2,029,270 Automotive 2,317,488 — Subtotal 4,316,750 2,035,578 Allowance for inventory obsolescence (160,824 ) (12,824 ) Inventories, net $ 4,155,926 $ 2,022,754 | December 31, December 31, Machinery and Equipment $ 331,935 $ 119,444 Parts 147,999 142,443 Appliances 2,029,270 — Subtotal 2,509,204 261,887 Allowance for inventory obsolescence (181,371 ) (26,545 ) Inventories, net $ 2,327,833 $ 235,342 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | Classification September 30, December 31, Buildings and improvements $ 241,225 $ 42,601 Equipment and machinery 69,011 173,792 Trucks and other vehicles 365,552 213,850 Total 675,788 430,243 Less: Accumulated depreciation (113,553 ) (31,740 ) Property and equipment, net $ 562,235 $ 398,503 | Classification December 31, December 31, Buildings and improvements $ 47,939 $ 5,338 Equipment and machinery 3,127,158 3,019,638 Tractors 2,578,296 2,694,888 Trucks and other vehicles 1,363,156 1,138,304 Total 7,116,549 6,858,168 Less: Accumulated depreciation (4,792,202 ) (3,676,347 ) Property and equipment, net $ 2,324,347 $ 3,181,821 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | September 30, December 31, Customer Relationships Identifiable intangible assets $ 3,422,000 $ 3,189,000 Accumulated amortization (230,636 ) (63,419 ) Customer relationship identifiable intangible assets, net 3,191,364 3,125,581 Marketing Related Identifiable intangible assets 1,833,000 841,000 Accumulated amortization (314,250 ) (81,114 ) Marketing related identifiable intangible assets, net 1,518,750 759,886 Technology Related Identifiable intangible assets 623,000 — Accumulated amortization (62,298 ) — Technology related identifiable intangible assets, net 560,702 — Total Identifiable intangible assets, net $ 5,270,816 $ 3,885,467 | December 31, December 31, Customer Relationships Identifiable intangible assets, gross $ 3,223,000 $ 34,000 Accumulated amortization (89,486 ) (19,267 ) Customer relationship identifiable intangible assets, net 3,133,514 14,733 Marketing Related Identifiable intangible assets, gross 841,000 — Accumulated amortization (81,114 ) — Marketing related identifiable intangible assets, net 759,886 — Total Identifiable intangible assets, net $ 3,893,400 $ 14,733 |
Schedule of estimated annual amortization expense | 2021 (remainder) $ 182,427 2022 729,708 2023 729,708 2024 729,678 2025 596,529 Thereafter 2,302,766 Total $ 5,270,816 | |
Schedule of annual amortization expense | 2021 $ 397,988 2022 392,321 2023 391,188 2024 391,173 2025 258,169 Thereafter 2,062,561 Total $ 3,893,400 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Acquisitions (Tables) [Line Items] | ||
Schedule of income statement | Nine Months Ended 2021 2020 Revenues, net $ 20,521,944 $ 17,163,879 Net income (loss) $ (1,794,399 ) $ (671,350 ) Basic earnings (loss) per share $ (0.38 ) $ (0.16 ) Diluted earnings (loss) per share $ (0.38 ) $ (0.16 ) Basic Number of Shares ( ) 4,718,671 4,309,526 Diluted Number of Shares ( ) 4,718,671 4,309,526 | Year Ended December 31, 2020 2019 Revenues, net $ 24,376,944 $ 23,849,214 Net income (loss) $ (1,402,208 ) $ (230,704 ) Basic earnings (loss) per share $ (0.31 ) $ (0.05 ) Diluted earnings (loss) per share $ (0.31 ) $ (0.05 ) Basic Number of Shares (a) 4,561,840 4,230,625 Diluted Number of Shares (a) 4,561,840 4,230,625 |
Schedule of preliminary analysis for the Goedeker asset purchase | Purchase consideration at final fair value: Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs $ 3,422,398 Contingent note payable 81,494 Non-controlling interest 979,523 Amount of consideration $ 4,483,415 Assets acquired and liabilities assumed at fair value Accounts receivable $ 334,446 Inventories 1,851,251 Working capital adjustment receivable and other assets 1,104,863 Property and equipment 216,286 Customer related intangibles 749,000 Marketing related intangibles 1,368,000 Accounts payable and accrued expenses (3,929,876 ) Customer deposits (2,308,307 ) Net tangible assets acquired (liabilities assumed) $ (614,337 ) Total net assets acquired (liabilities assumed) $ (614,337 ) Consideration paid 4,483,415 Goodwill $ 5,097,752 | |
Asiens [Member] | ||
Acquisitions (Tables) [Line Items] | ||
Schedule of preliminary analysis for the Asien's purchase | Purchase Consideration at fair value: Common shares $ 1,037,500 Notes payable 855,000 Cash paid to Seller (post closing) 233,000 Amount of consideration $ 2,125,500 Assets acquired and liabilities assumed at fair value Cash $ 1,501,285 Accounts receivable 235,746 Inventories 1,457,489 Other current assets 41,427 Property and equipment 157,052 Customer related intangibles 462,000 Marketing related intangibles 547,000 Accounts payable and accrued expenses (280,752 ) Customer deposits (2,405,703 ) Notes payable (509,272 ) Other liabilities (23,347 ) Net assets acquired $ 1,182,925 Total net assets acquired $ 1,182,925 Consideration paid 2,125,500 Goodwill $ 942,575 | Purchase Consideration at fair value: Common shares $ 1,037,500 Notes payable 855,000 Due to seller 233,000 Amount of consideration $ 2,125,500 Assets acquired and liabilities assumed at fair value Cash $ 1,501,285 Accounts receivable 235,746 Inventories 1,457,489 Other current assets 41,427 Deferred tax asset 11,653 Property and equipment 157,052 Customer related intangibles 462,000 Marketing related intangibles 547,000 Accounts payable and accrued expenses (280,752 ) Customer deposits (2,405,703 ) Notes payable (509,272 ) Other liabilities (23,347 ) Net assets acquired $ 1,182,925 Total net assets acquired $ 1,171,272 Consideration paid 2,125,500 Goodwill $ 942,575 |
Kyle’s Acquisition [Member] | ||
Acquisitions (Tables) [Line Items] | ||
Schedule of preliminary analysis for the Kyle’s Acquisition | Purchase consideration at fair value: Common shares $ 3,675,000 Notes payable 498,979 Cash 4,389,792 Amount of consideration $ 8,563,771 Assets acquired and liabilities assumed at fair value Cash $ 130,000 Accounts receivable 385,095 Costs in excess of billings 122,016 Other current assets 13,707 Property and equipment 200,737 Customer related intangibles 2,727,000 Marketing related intangibles 294,000 Accounts payable and accrued expenses (263,597 ) Billings in excess of costs (43,428 ) Other liabilities (49,000 ) Net tangible assets acquired $ 3,516,530 Total net assets acquired $ 3,516,530 Consideration paid 8,563,771 Goodwill $ 5,047,241 | Purchase Consideration at fair value: Common shares $ 3,675,000 Notes payable 498,979 Due to seller 4,389,792 Amount of consideration $ 8,563,771 Assets acquired and liabilities assumed at fair value Cash $ 130,000 Accounts receivable 385,095 Costs in excess of billings 122,016 Other current assets 13,707 Property and equipment 200,737 Customer related intangibles 2,727,000 Marketing related intangibles 294,000 Accounts payable and accrued expenses (263,597 ) Billings in excess of costs (43,428 ) Other liabilities (49,000 ) Net tangible assets acquired $ 3,516,530 Total net assets acquired $ 3,516,530 Consideration paid 8,563,771 Goodwill $ 5,047,243 |
Wolo Acquisition [Member] | ||
Acquisitions (Tables) [Line Items] | ||
Schedule of preliminary analysis for the wolo acquisition | Purchase consideration at preliminary fair value: Notes payable $ 850,000 Cash 6,550,000 Net cash paid to Seller (post closing) 944,055 Amount of consideration $ 8,344,055 Assets acquired and liabilities assumed at preliminary fair value Cash $ 1,171,654 Accounts receivable 1,860,107 Inventory 1,991,629 Customer related intangibles 233,000 Marketing related intangibles 992,000 Technology related intangibles 623,000 Other current assets 218,154 Deferred tax liability (325,000 ) Accounts payable and accrued expenses (111,442 ) Net tangible assets acquired $ 6,653,102 Total net assets acquired $ 8,344,055 Consideration paid 6,653,102 Preliminary Goodwill $ 1,690,953 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Kyle's [Member] | ||
Operating Leases (Tables) [Line Items] | ||
Schedule of supplemental balance sheet information | September 30, Operating lease right-of-use lease asset $ 735,074 Accumulated amortization (68,164 ) Net balance $ 666,910 Lease liability, current portion 112,120 Lease liability, long term 558,181 Total operating lease liabilities $ 670,301 Weighted Average Remaining Lease Term – operating leases 55 months Weighted Average Discount Rate – operating leases 5.5 % | December 31, 2020 Operating lease right-of-use lease asset $ 373,916 Accumulated amortization (15,931 ) Net balance $ 357,985 Lease liability, current portion 66,803 Lease liability, long term 291,182 Total operating lease liabilities $ 357,985 Weighted Average Remaining Lease Term – operating leases 44 months Weighted Average Discount Rate – operating leases 5.50 % |
Schedule of future minimum lease payments | 2021 (remainder of year) $ 48,314 2022 167,973 2023 171,282 2024 175,529 2025 148,416 2026 52,558 Total lease payments 764,072 Less imputed interest (93,771 ) Maturities of lease liabilities $ 670,301 | For the 2021 $ 84,840 2022 86,520 2023 87,385 2023 89,116 2025 59,410 Total lease payments 407,271 Less imputed interest (49,286 ) Maturities of lease liabilities $ 357,985 |
Wolo [Member] | ||
Operating Leases (Tables) [Line Items] | ||
Schedule of supplemental balance sheet information | September 30, Operating lease right-of-use lease asset $ 153,663 Accumulated amortization 87,393 Net balance $ 66,270 Lease liability, current portion 67,111 Lease liability, long term — Total operating lease liabilities $ 67,111 Weighted Average Remaining Lease Term – operating leases 10 months Weighted Average Discount Rate – operating leases 6.0 % | |
Schedule of future minimum lease payments | 2021 (remainder of year) $ 20,691 2022 48,279 Total lease payments 68,970 Less imputed interest (1,859 ) Maturities of lease liabilities $ 67,111 | |
Neese [Member] | ||
Operating Leases (Tables) [Line Items] | ||
Schedule of supplemental balance sheet information | December 31, December 31, Operating lease right-of-use lease asset $ 624,157 $ 624,157 Accumulated amortization (122,330 ) (59,077 ) Net balance $ 501,827 $ 565,080 Lease liability, current portion $ 67,725 $ 63,253 Lease liability, long term 434,102 501,827 Total operating lease liabilities $ 501,827 $ 565,080 Weighted Average Remaining Lease Term – operating leases 74 months 86 months Weighted Average Discount Rate – operating leases 6.85 % 6.85 % | |
Schedule of future minimum lease payments | For the 2021 $ 100,000 2022 100,000 2023 100,000 2024 100,000 2025 100,000 Thereafter 116,667 Total lease payments 616,667 Less imputed interest (114,840 ) Maturities of lease liabilities $ 501,827 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of warrant activity | Number of Common Stock Warrants Weighted average exercise price Weighted average life (years) Intrinsic value Outstanding, January 1, 2021 2,632,278 $ 2.50 2.76 $ — Granted 1,818,182 2.50 3.00 — Exercised — — — — Canceled — — — — Outstanding, September 30, 2021 4,450,460 $ 2.50 2.21 $ — Exercisable, September 30, 2021 4,450,460 $ 2.50 2.21 $ — | Number of Weighted Weighted average life (years) Intrinsic Outstanding, January 1, 2019 — $ — — Granted 200,000 1.25 5.00 Exercised — — — Canceled — — — Outstanding, December 31, 2019 200,000 1.25 4.26 Granted 2,882,278 2.39 3.20 Exercised (180,000 ) 1.25 — Canceled (230,000 ) 1.25 — Outstanding, December 31, 2020 2,632,278 $ 2.50 2.76 $ — Exercisable, December 31, 2020 2,632,278 $ 2.50 2.76 $ — |
Schedule of option activity | Number of Weighted Weighted Outstanding at January 1, 2020 — $ — — Granted 90,000 $ 2.50 5.0 Exercised 77,500 2.50 — Forfeited — — — Cancelled (12,500 ) 2.50 — Expired — — — Outstanding at December 31, 2020 — $ — — Exercisable at December 31, 2020 — $ — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | 2021 (remainder of year) $ 11,962 2022 143,541 2023 143,541 2024 143,541 2025 143,541 2026 143,541 2027 134,409 Total lease payments $ 864,076 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Schedule of supplemental disclosures of cash flow information | Nine Months Ended 2021 2020 Interest paid $ 139,016 $ — Income tax paid $ — $ — Business combinations: Current assets Current Assets $ 5,201,957 $ 1,734,663 Intangible assets 1,848,000 — Deferred tax liability — 157,052 Preliminary goodwill 1,690,915 1,720,726 Deferred tax liability (325,000 ) — Assumed liabilities (111,442 ) (3,195,726 ) Cash acquired in acquisitions, net of working capital adjustment $ 1,174,654 $ 1,268,285 Financing: Due to seller (net cash paid to seller after closing) $ 944,055 $ 233,000 Note payable seller $ 850,000 $ 855,000 Common Shares Deemed Dividend related to issuance of Preferred stock $ 1,527,086 $ — Additional Paid-in Capital – common shares and warrants issued $ 757,772 $ — Common stock $ — $ 415 Additional Paid in Capital $ — $ 829,585 Operating lease, ROU assets and liabilities $ 466,294 $ — | Years Ended December 31, 2020 2019 Interest paid $ 415,451 $ 413,894 Income tax paid $ — $ — Business combinations: Current assets $ 2,255,479 $ — Property and equipment 357,789 — Intangibles 4,030,000 — Goodwill 5,989,818 — Assumed liabilities (3,575,100 ) — Cash acquired in acquisitions $ 1,631,285 $ — Financing: Due to seller (cash paid to seller day after closing) $ 4,622,792 $ — Line of credit $ 586,097 $ — Debt discount on line of credit (17,500 ) — Issuance of common shares on promissory note Line of credit, net $ 568,597 $ — Convertible Promissory Note $ 1,353,979 $ — Common Shares $ 1,115 $ — Deemed Dividend related to issuance of Preferred stock $ 3,051,478 $ — 1847 Goedeker Spin-Off Dividend $ 283,257 $ — Distribution – Allocation shares $ 5,985,000 $ — Distribution receivable – Allocation shares $ 2,000,000 $ — Additional Paid-in Capital – common shares and warrants issued $ 4,711,385 $ 430,173 Operating lease, ROU assets and liabilities $ 373,916 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of components for the provision of income taxes | December 31, December 31, Current Federal and State $ (102,200 ) $ 16,500 Deferred Federal and State 368,600 (1,218,900 ) Total (benefit) provision for income taxes $ 266,400 $ (1,202,400 ) |
Schedule of reconciliation of the statutory US Federal income tax rate to the Company’s effective income tax rate | December 31, December 31, Federal tax 21.0 % 21.0 % State tax 4.5 % 5.5 % Discontinued operations (4.8 )% 0.0 % Permanent items (1.6 )% (0.2 )% Valuation Allowance (21.7 )% 0.0 % Other 0.8 % 0.0 % Effective income tax rate (1.9 )% 26.3 % |
Schedule of major components of deferred tax assets and liabilities | December 31, December 31, Deferred tax assets Receivables $ 4,000 $ 8,000 Related party accruals 204,000 156,000 Inventory obsolescence 53,000 115,000 Sales return reserve 48,000 51,000 Business interest limitation 185,000 343,000 Lease liability 241,000 — Other 55,000 8,000 Loss carryforward 174,000 624,000 Valuation Allowance (364,000 ) — Total deferred tax assets $ 600,000 $ 1,305,000 Deferred tax liabilities Fixed assets $ (359,000 ) $ (652,000 ) Intangibles (241,000 ) (18,000 ) Total deferred tax liabilities $ (600,000 ) $ (670,000 ) Total net deferred income tax assets (liabilities) $ — $ 635,000 |
Schedule of prepaid and deferred tax assets and liabilities | As of December 31, 2020 2019 Prepaid income taxes (accrued tax liability) $ 39,000 $ (24,000 ) Deferred tax asset (liability) $ — $ 635,000 Years Ended December 31, 2020 2019 Income tax (benefit)/expense $ 267,000 $ (1,202,000 ) |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | Aug. 04, 2020 | Aug. 04, 2020 | Mar. 03, 2017 | Dec. 22, 2020 | Aug. 27, 2020 | Aug. 27, 2020 | Mar. 27, 2020 | Apr. 19, 2019 | Jan. 19, 2019 | Jan. 18, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
State of incorporation | 1847 Holdings LLC (the “Company”) was formed under the laws of the State of Delaware on January 22, 2013. | Delaware | ||||||||||
Acquired interest, description | On April 19, 2021, the Company entered into a stock purchase agreement with the Neese Sellers, pursuant to which the Neese Sellers purchased the Company’s 55% ownership interest in 1847 Neese for a purchase price of $325,000 in cash (the “Neese Spin-Off”). | |||||||||||
Date of incorporation | Jan. 22, 2013 | |||||||||||
Neese [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | As a result of this transaction, 1847 Neese owns 55% of 1847 Neese, with the remaining 45% held by the sellers. | |||||||||||
Asien Inc [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | As a result of this transaction, the Company owns 95% of 1847 Asien, with the remaining 5% held by a third party, and 1847 Asien owns 100% of Asien’s. | |||||||||||
Cabinet [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | As a result of this transaction, the Company owns 92.5% of 1847 Cabinet, with the remaining 7.5% held by a third party, and 1847 Cabinet owns 100% of Kyle’s. | |||||||||||
Goedeker Television [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | As a result of this transaction, the Company owned 70% of Holdco, with the remaining 30% held by third parties, and Holdco owned 100% of Goedeker. | |||||||||||
Goedeker IPO [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | Following this transaction, and the closing of Goedeker’s initial public offering on August 4, 2020 (the “Goedeker IPO”), the Company owned approximately 54.41% of Goedeker. | |||||||||||
Asien Inc [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | As a result of this transaction, the Company owns 95% of 1847 Asien, with the remaining 5% held by a third-party, and 1847 Asien owns 100% of Asien’s. | |||||||||||
Cabinet [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | As a result of this transaction, the Company owns 92.5% of 1847 Cabinet, with the remaining 7.5% held by a third-party, and 1847 Cabinet owns 100% of Kyle’s. | |||||||||||
Wolo Inc [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | As a result of this transaction, the Company owns 92.5% of 1847 Wolo, with the remaining 7.5% held by a third-party, and 1847 Wolo owns 100% of Wolo Mfg and Wolo H&S. | |||||||||||
Neese [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | As a result of this transaction, the Company owned 55% of 1847 Neese, with the remaining 45% held by the Neese Sellers. | |||||||||||
Goedeker Television [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | As a result of this transaction, the Company owned 70% of Holdco, with the remaining 30% held by third parties, and Holdco owned 100% of Goedeker. | |||||||||||
Goedeker IPO [Member] | ||||||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||||||
Acquired interest, description | Following this transaction, and the closing of Goedeker’s initial public offering on August 4, 2020 (the “Goedeker IPO”), the Company owned approximately 54.41% of Goedeker. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Oct. 08, 2021USD ($) | Oct. 08, 2021USD ($) | Feb. 09, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Apr. 28, 2020USD ($) | Apr. 10, 2020USD ($) | Jun. 24, 2019 |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Payroll protection program | $ 357,500 | |||||||||||
Percentage relates to total revenue | 5.00% | 5.00% | 5.00% | |||||||||
Payment for internet and phone orders, percentage | 100.00% | |||||||||||
Estimated obsolescence allowance | $ 160,824 | $ 160,824 | $ 12,824 | |||||||||
Net loss per share (in Dollars per share) | $ / shares | $ 4,450,460 | $ 4,450,460 | ||||||||||
Outstanding warrants (in Shares) | shares | 5,265,722 | 2,189,835 | 5,265,722 | 2,632,278 | 200,000 | |||||||
Potentially dilutive securities (in Shares) | shares | 2,632,278 | 895,565 | ||||||||||
Incurred operating losses | $ 1,450,727 | $ 789,306 | ||||||||||
Discontinued operations | 381,346 | |||||||||||
Operating losses incurred | 1,373,869 | |||||||||||
Aggregate principal amount | $ 647,253 | 24,860,000 | ||||||||||
Additional borrowings | $ 497,200 | 497,200 | $ 914,000 | |||||||||
Total purchase price | 24,362,800 | |||||||||||
Payment of expenses | 742,825 | |||||||||||
Net proceeds | 23,619,975 | |||||||||||
Purchase price for acquisition | 10,687,500 | |||||||||||
Interest rate | 7.99% | |||||||||||
Number of reportable segments | 1 | |||||||||||
Number of operating segments | 2 | |||||||||||
Retail and appliances segment, description | Asien’s collects 100% of the payment for special-order models including tax and 50% of the payment for non-special orders from the customer at the time the order is placed. Asien’s does not incur incremental costs obtaining purchase orders from customers, however, if Asien’s did, because all Asien’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. | |||||||||||
Unbilled receivables | $ 38,000 | $ 121,989 | ||||||||||
Allowance for loss | 14,614 | 29,001 | ||||||||||
Estimated obsolescence allowance | 181,370 | 26,546 | ||||||||||
Operating losses incurred | $ (973,317) | $ (626,708) | $ 1,157,540 | $ (1,341,967) | (3,032,612) | $ (1,313,271) | ||||||
Net cash used in operating activities | $ 1,933,026 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 24,860,000 | |||||||||||
Purchase price | $ 100,000,000 | |||||||||||
Cash transferred | $ 90,000,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Aggregate principal | $ 10,000,000 | |||||||||||
1847 Asien [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Payroll protection program | 357,500 | |||||||||||
Neese [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Payroll protection program | $ 383,600 | |||||||||||
Asien’s [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Payroll protection program | $ 357,500 | |||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||
Potentially dilutive securities (in Shares) | shares | 2,189,835 | 695,565 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment useful lives | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Building and Improvements [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 4 years | 4 years |
Minimum [Member] | Machinery and Equipment [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | 3 years |
Minimum [Member] | Trucks and Vehicles [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | 3 years |
Maximum [Member] | Machinery and Equipment [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 7 years | 7 years |
Maximum [Member] | Trucks and Vehicles [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 6 years | 6 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of identifiable intangible assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Customer-Related [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Amortization Basis | Straight-line basis | Straight-line basis |
Customer-Related [Member] | Minimum [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Expected Life (years) | 5 years | 5 years |
Customer-Related [Member] | Maximum [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Expected Life (years) | 15 years | 15 years |
Marketing-Related [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Amortization Basis | Straight-line basis | Straight-line basis |
Expected Life (years) | 5 years | 5 years |
Business Segments (Details) - S
Business Segments (Details) - Schedule of business segments - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||||||
Furniture and appliances | $ 3,145,955 | $ 3,141,313 | $ 9,762,939 | $ 4,327,294 | ||
Construction | 1,338,428 | 4,169,305 | $ 1,120,224 | |||
Automotive supplies | 2,250,645 | 4,231,013 | ||||
Total Revenue | 6,735,028 | 3,141,313 | 18,163,257 | 4,327,294 | ||
Total cost of sales | 4,573,123 | 2,429,714 | 12,348,594 | 3,353,608 | 9,406,228 | 1,830,067 |
Total operating expenses | 3,021,447 | 969,836 | 7,265,391 | 1,926,772 | ||
Income (loss) from operations | (859,542) | (258,237) | (1,450,728) | (953,086) | ||
Retail & Appliances [Member] | ||||||
Revenue | ||||||
Furniture and appliances | 3,145,955 | 3,141,313 | 9,762,939 | 4,327,294 | ||
Construction | ||||||
Automotive supplies | ||||||
Total Revenue | 3,145,955 | 3,141,313 | 9,762,939 | 4,327,294 | ||
Total cost of sales | 2,300,664 | 2,429,714 | 7,409,913 | 3,353,608 | $ 5,866,414 | |
Total operating expenses | 683,110 | 843,000 | 2,095,280 | 1,278,284 | ||
Income (loss) from operations | 162,181 | (131,401) | 257,746 | (304,598) | ||
Construction [Member] | ||||||
Revenue | ||||||
Furniture and appliances | ||||||
Construction | 1,338,428 | 4,169,305 | ||||
Automotive supplies | ||||||
Total Revenue | 1,338,428 | 4,169,305 | ||||
Total cost of sales | 805,513 | 2,280,009 | ||||
Total operating expenses | 612,880 | 1,687,998 | ||||
Income (loss) from operations | (79,965) | 201,298 | ||||
Automotive Supplies [Member] | ||||||
Revenue | ||||||
Furniture and appliances | ||||||
Construction | ||||||
Automotive supplies | 2,250,645 | 4,231,013 | ||||
Total Revenue | 2,250,645 | 4,231,013 | ||||
Total cost of sales | 1,466,946 | 2,658,672 | ||||
Total operating expenses | 1,249,778 | 2,509,008 | ||||
Income (loss) from operations | (466,079) | (936,667) | ||||
Corporate Services [Member] | ||||||
Revenue | ||||||
Furniture and appliances | ||||||
Construction | ||||||
Automotive supplies | ||||||
Total Revenue | ||||||
Total cost of sales | ||||||
Total operating expenses | 475,679 | 126,836 | 973,105 | 648,488 | ||
Income (loss) from operations | $ (475,679) | $ (126,836) | $ (973,105) | $ (648,488) |
Cash Equivalents and Investme_3
Cash Equivalents and Investments (Details) - Schedule of cash and cash equivalents - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and cash equivalents | |||
Operating accounts | $ 973,172 | $ 976,538 | |
Restricted accounts | 403,811 | ||
Subtotal | 973,172 | 1,380,349 | |
Held to Maturity Investments | |||
Restricted accounts – certificates of deposit (4 – 24-month maturities, FDIC insured) | 276,540 | 276,270 | |
Subtotal | 276,540 | 276,270 | |
TOTAL | $ 1,249,713 | $ 1,656,619 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Aug. 04, 2020 | Apr. 08, 2020 | Apr. 04, 2020 | Apr. 05, 2019 | Apr. 04, 2019 | Jun. 13, 2018 | Mar. 26, 2021 | Oct. 23, 2020 | Aug. 31, 2020 | Aug. 25, 2020 | Jul. 29, 2020 | Jun. 30, 2020 | Jun. 24, 2019 | Oct. 31, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Discontinued Operations (Details) [Line Items] | ||||||||||||||||||
Loan and security agreement, description | (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. | |||||||||||||||||
Total payoff amount | $ 118,194 | $ 118,194 | ||||||||||||||||
Principal amount | 32,350 | 32,350 | ||||||||||||||||
Interest amount | 42 | 42 | ||||||||||||||||
Prepayment legal and other fees | 85,802 | $ 85,802 | ||||||||||||||||
Loans aggregate maximum loan amount | $ 2,250,000 | $ 1,000,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.99% | |||||||||||||||||
Line of credit | $ 678,993 | |||||||||||||||||
Term loan agreement, description | Home State Bank, pursuant to which Neese issued a promissory note to Home State Bank in the principal amount of $3,654,074 with an annual interest rate of 6.85% and with covenants to maintain a minimum debt coverage ratio of 1.00 to 1.25 measured at December 31, 2020. Neese met this covenant for the year ended December 31, 2020. On July 30, 2020, Neese entered into a change in terms agreement with Home State Bank to amend the terms of the term loan. Pursuant to the change in terms agreement: (i) the maturity date was extended to July 30, 2022; (ii) the interest rate was changed to 5.50%; (iii) Neese agreed to pay accrued interest in the amount of $95,970; (iv) Neese agreed to make payments of $30,000 beginning on September 30, 2020 and continuing thereafter on a monthly basis until maturity, at which time a final interest payment is due; (v) Neese agreed to make a payment of $260,000 on December 30, 2020 and December 30, 2021; (vi) Neese agreed to make two new advances under the note in the amounts $51,068 and $517,529 to repay in full Neese’s capital lease transactions due to Utica Leaseco LLC described below; (vii) Neese agreed to pay a loan fee of $17,500; and (viii) Home State Bank agreed to make a loan advance to checking for $17,500. The balance of the note amounts to $3,225,321, comprised of principal of $3,239,176, net of unamortized debt discount of $13,855 as of December 31, 2020. | |||||||||||||||||
Appraised value of equipment | $ 400,000 | $ 145,690 | ||||||||||||||||
Loan principal amount | $ 3,500,000 | |||||||||||||||||
Debt outstanding balance of loan | $ 3,340,602 | 999,201 | ||||||||||||||||
Debt comprised of principal amount | 3,446,126 | |||||||||||||||||
Net of unamortized loan costs | 103,524 | |||||||||||||||||
PPP Loan, description | Goedeker received a $642,600 PPP loan from the SBA under the provisions of the CARES Act. The PPP loan had an 18-month term and bore interest at a rate of 1.0% per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The PPP provides that the loan could be partially or wholly forgiven if the funds were 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. | |||||||||||||||||
Small business community Capital term loan principal amount | $ 1,500,000 | |||||||||||||||||
Debt term principal amount | $ 1,500,000 | |||||||||||||||||
Senior capital stock, percentage | 5.00% | |||||||||||||||||
Fully-diluted basis for an aggregate price | $ 100 | |||||||||||||||||
Loan and security agreement total payoff amount | 1,122,412 | $ 1,122,412 | ||||||||||||||||
Debt consisting of principal amount | 1,066,640 | 1,066,640 | ||||||||||||||||
Interest | 11,773 | 11,773 | ||||||||||||||||
prepayment, legal, and other fees | $ 43,999 | $ 43,999 | ||||||||||||||||
Warrant from the estimated value | $ 122,344 | |||||||||||||||||
Derivative liability charge amount | $ 2,127,656 | |||||||||||||||||
Warrant into shares of common stock (in Shares) | 250,000 | 250,000 | ||||||||||||||||
Goedeker television, description | 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. | 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. | ||||||||||||||||
Payments of principal and interest, description | (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. | (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. | ||||||||||||||||
Loss on extinguishment of debt | $ 757,239 | $ 757,239 | ||||||||||||||||
Forbearance fee | 250,000 | 250,000 | ||||||||||||||||
Write-off of unamortized loan discount | 338,873 | 338,873 | ||||||||||||||||
Write-off of unamortized debt costs | $ 168,366 | 168,366 | ||||||||||||||||
Secured convertible promissory note aggregate principal amount | $ 714,286 | |||||||||||||||||
Balance of lease | $ 475,000 | |||||||||||||||||
Lease payment, description | The lease was payable in 46 payments of $12,882 beginning July 3, 2018 and an end-of-term buyout of $38,000. | |||||||||||||||||
Lease description | the parties entered into a second equipment schedule to the master lease agreement, pursuant to which Utica loaned an aggregate of $980,000 for certain of Neese’s equipment listed therein. The term of the second equipment schedule was 51 months and agreed monthly payments are $25,807. | |||||||||||||||||
Capital lease | $ 568,597 | |||||||||||||||||
Interest rate of libor | $ 0.0799 | $ 995 | ||||||||||||||||
Warrant to purchase shares | 10 years | 3 years | ||||||||||||||||
Debt balance of note amount | $ 999,201 | |||||||||||||||||
Warrant as a derivative liability | $ 2,250,000 | |||||||||||||||||
Utica [Member] | ||||||||||||||||||
Discontinued Operations (Details) [Line Items] | ||||||||||||||||||
Proceeds from loan | $ 3,240,000 | |||||||||||||||||
10% Promissory Note [Member] | ||||||||||||||||||
Discontinued Operations (Details) [Line Items] | ||||||||||||||||||
Description for prepayment of promissory note and accrued interest | 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 3, 2018. The note is unsecured and contains customary events of default. The note has not been repaid, so the Company is in default under this note. Under terms of the term loan with Home State Bank described above, this note may not be paid until the term loan is paid in full. The payees on the note agreed to the modification of its terms by signing the loan agreement for the Home State Bank term loan. Accordingly, the loan is shown as a long-term liability as of December 31, 2020. Additionally, Home State Bank limits the payment of interest on this note to $40,000 annually. The Company continued to accrue interest at the contract rate; however, given the limitations of the term loan, all accrued interest in excess of $40,000 is included in long-term accrued expenses. |
Discontinued Operations (Detai
Discontinued Operations (Details) - Schedule of major classes of assets and liabilities of the discontinued operations - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets – discontinued operations: | |||
Cash | $ 416,831 | $ 64,470 | |
Accounts receivable, net | 334,095 | 1,862,086 | |
Inventories, net | 305,080 | 1,380,090 | |
Prepaid expenses and other current assets | 268,602 | 892,796 | |
Total current assets – discontinued operations | 1,324,608 | 4,494,402 | |
Noncurrent Assets – discontinued operations: | |||
Property and equipment, net | 1,925,844 | 185,606 | |
Operating lease right of use assets | 501,827 | ||
Goodwill | 22,166 | 4,976,016 | |
Intangible assets, net | 7,933 | 1,878,844 | |
Total noncurrent assets | 2,457,770 | ||
Current liabilities – discontinued operations: | |||
Accounts payable and accrued expenses | 484,852 | 2,465,220 | |
Current portion of operating lease liability | 67,725 | 422,520 | |
Notes payable – current portion | 446,545 | 2,068,175 | |
Total current liabilities – discontinued operations | 999,122 | 11,215,928 | |
Long term liabilities – discontinued operations: | |||
Notes payable – long term, net of current portion | 4,187,376 | $ 2,231,469 | |
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 |
Discontinued Operations (Det_2
Discontinued Operations (Details) - Schedule of consolidated statements of operations from discontinued operations - Discontinued Operations [Member] - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUES | |||
Services | $ 640,695 | $ 612,862 | $ 1,853,721 |
Sales of parts and equipment | 1,448,917 | 324,189 | 2,053,964 |
Furniture and appliances | 13,435,098 | 38,397,306 | |
TOTAL REVENUE | 15,524,710 | 937,051 | 42,304,991 |
OPERATING EXPENSES | |||
Cost of sales | 12,588,302 | 298,050 | 33,913,519 |
Personnel costs | 2,571,387 | 485,774 | 5,780,986 |
Depreciation and amortization | 405,499 | 360,746 | 1,213,102 |
Fuel | 89,169 | 112,746 | 275,368 |
General and administrative | 3,315,868 | 290,872 | 7,407,433 |
TOTAL OPERATING EXPENSES | 18,970,226 | 1,548,188 | 48,590,408 |
LOSS FROM OPERATIONS | (3,445,516) | (611,137) | (6,285,417) |
OTHER INCOME (EXPENSE) | |||
Financing costs and loss on early extinguishment of debt | (508,943) | (320) | (2,646,757) |
Gain on forgiveness of debt | (903,570) | 380,247 | |
Gain on sale of assets | 16,981 | 548,723 | 54,748 |
Loss on acquisition receivable | (809,000) | ||
Change in warrant liability | (2,127,656) | ||
Interest expense | (235,927) | (78,308) | (913,028) |
Other income (expense) | 3,075 | 1,200 | 9,400 |
TOTAL OTHER INCOME (EXPENSE) | (1,628,384) | 851,542 | (6,432,293) |
NET LOSS BEFORE INCOME TAXES | (5,073,900) | 240,405 | (12,717,710) |
INCOME TAX BENEFIT | (873,176) | (2,309,929) | |
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS | (4,200,724) | 240,405 | (10,407,780) |
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (1,669,777) | 108,182 | (3,260,361) |
NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS | $ (2,530,948) | $ 132,223 | $ (7,147,420) |
Discontinued Operations (Det_3
Discontinued Operations (Details) - Schedule of consolidated statements of cash flows relating to discontinued operations - Discontinued Operations [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities of discontinued operations: | ||
Net Income (Loss) | $ 240,405 | $ (10,407,780) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: | ||
Depreciation and amortization | 360,746 | 1,213,357 |
Amortization of financing costs and warrant features | 2,187 | 841,305 |
Stock compensation | 281,194 | |
Amortization of operating lease right-of-use assets | 19,007 | 47,033 |
Gain on forgiveness of PPP loans | (380,247) | |
Loss on extinguishment of debt | 1,699,463 | |
Gain on sale of equipment | (548,723) | (54,748) |
Loss contingency adjustment | 2,127,656 | |
Write-off of acquisition receivable | 809,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 10,698 | 637,776 |
Inventory | (161,286) | (2,239,997) |
Prepaid expenses and other assets | 49,222 | (873,580) |
Accounts payable and accrued expenses | 118,980 | 2,656,694 |
Change in operating lease ROU assets | 314,332 | |
Operating lease liability | (19,007) | (361,365) |
Vendor deposits | (252,688) | |
Deposits | 12,925,530 | |
Customer deposits | (1,962,129) | |
Accrued expense long-term | 137,438 | 340,656 |
Net cash used in operating activities from discontinued operations | (170,580) | 7,741,709 |
Cash flows from investing activities in discontinued operations: | ||
Proceeds from sale of equipment | 675,000 | 49,494 |
Purchase of equipment | (30,697) | (67,396) |
Net cash provided by (used in) investing activities in discontinued operations | 644,303 | (17,902) |
Cash flows from financing activities in discontinued operations: | ||
Proceeds from initial public offering | 8,602,166 | |
Proceeds from note payable | 380,385 | 1,612,297 |
Repayments of notes payable | (589,078) | (2,432,337) |
Payments on convertible notes payable | (771,431) | |
Repayment of floor plan | (10,581) | |
Net borrowings from lines of credit | (1,339,430) | |
Financing fees | (219,110) | |
Repayment of financing lease | (634,458) | |
Net cash used in financing activities in discontinued operations | $ (208,693) | $ 4,807,116 |
Accounts Receivables (Details)
Accounts Receivables (Details) - Schedule of receivables - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of receivables [Abstract] | |||
Credit card payments in process of settlement | $ 137,489 | $ 158,924 | |
Trade receivables from customers | 1,976,848 | 366,701 | |
Total receivables | 2,114,337 | 525,625 | |
Accounts receivable, net | $ 2,114,337 | $ 525,625 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Subtotal | $ 4,316,750 | $ 2,035,578 |
Allowance for inventory obsolescence | (160,824) | (12,824) |
Inventories, net | 4,155,926 | 2,022,754 |
Parts and components [Member] | ||
Inventory [Line Items] | ||
Subtotal | 24,554 | 6,308 |
Appliances [Member] | ||
Inventory [Line Items] | ||
Subtotal | 1,974,708 | 2,029,270 |
Automotive [Member] | ||
Inventory [Line Items] | ||
Subtotal | $ 2,317,488 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 85,005 | $ 16,183 | $ 1,295,744 | $ 1,378,952 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - Property, Plant and Equipment [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Buildings and improvements | $ 241,225 | $ 42,601 |
Equipment and machinery | 69,011 | 173,792 |
Trucks and other vehicles | 365,552 | 213,850 |
Total | 675,788 | 430,243 |
Less: Accumulated depreciation | (113,553) | (31,740) |
Property and equipment, net | $ 562,235 | $ 398,503 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Intangible Assets (Details) [Line Items] | ||||
Weighted average estimated useful life | 10 years 3 months 18 days | 9 years 6 months | ||
Amortization expense | $ 462,651 | $ 46,736 | ||
Identifiable intangible assets | 623,000 | |||
Amortization expense | 62,298 | |||
Asien’s, Kyle’s and Wolo [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | 1,848,000 | |||
Customer Relationships [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | 3,422,000 | $ 3,189,000 | ||
Amortization expense | 230,636 | 63,419 | ||
Customer Relationships [Member] | Asien’s, Kyle’s and Wolo [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | 1,009,000 | |||
Customer Relationships [Member] | Asien, Neese and Kyle [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | 1,009,000 | |||
Amortization expense | 151,333 | |||
Trade Names [Member] | Asien’s, Kyle’s and Wolo [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | $ 3,021,000 | |||
Trade Names [Member] | Asien, Neese and Kyle [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | $ 34,000 | $ 3,021,000 | ||
Amortization expense | $ 14,733 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Customer Relationships | ||
Identifiable intangible assets | $ 623,000 | |
Accumulated amortization | (62,298) | |
Technology related identifiable intangible assets, net | 560,702 | |
Total Identifiable intangible assets, net | 5,270,816 | $ 3,885,467 |
Customer Relationships [Member] | ||
Customer Relationships | ||
Identifiable intangible assets | 3,422,000 | 3,189,000 |
Accumulated amortization | (230,636) | (63,419) |
Customer relationship identifiable intangible assets, net | 3,191,364 | 3,125,581 |
Marketing Related [Member] | ||
Customer Relationships | ||
Identifiable intangible assets | 1,833,000 | 841,000 |
Accumulated amortization | (314,250) | (81,114) |
Marketing related identifiable intangible assets, net | $ 1,518,750 | $ 759,886 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of estimated annual amortization expense - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of estimated annual amortization expense [Abstract] | ||
2021 (remainder) | $ 182,427 | $ 397,988 |
2022 | 729,708 | 392,321 |
2023 | 729,708 | 391,188 |
2024 | 729,678 | 391,173 |
2025 | 596,529 | 258,169 |
Thereafter | 2,302,766 | $ 2,062,561 |
Total | $ 5,270,816 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 29, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 23, 2020 | May 28, 2020 | |
Acquisitions (Details) [Line Items] | |||||||
Working capital adjustment amount | $ 944,055 | ||||||
Write-off contingent liability | $ 32,246 | ||||||
Contingent note payable | $ 49,248 | ||||||
Asiens [Member] | May 28, 2020 [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Business acquisition purchase price | 1,918,000 | $ 2,125,000 | |||||
Business acquisition purchase price in cash | 233,000 | 233,000 | |||||
Business acquisition purchase price payable in promissory note | 200,000 | 200,000 | |||||
Business acquisition purchase price payable earn out payments | $ 655,000 | $ 655,000 | |||||
Business acquisition shares of common stock (in Shares) | 415,000 | 415,000 | |||||
Mutual value | $ 830,000 | $ 830,000 | |||||
Business acquisition value of common stock | $ 1,037,500 | $ 1,037,500 | |||||
Purchase price per share (in Dollars per share) | $ 2.5 | $ 2.5 | |||||
Amortizing promissory note rate | 6.00% | ||||||
Fair value of the net tangible assets | $ 1,171,272 | $ 1,171,272 | |||||
Non controlling interest | $ 431,641 | $ 7,625,222 | |||||
Kyle’s Acquisition [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Business acquisition purchase price | 6,839,792 | 6,650,000 | |||||
Business acquisition purchase price in cash | 4,389,792 | 4,200,000 | |||||
Business acquisition purchase price payable in promissory note | $ 1,050,000 | 1,050,000 | |||||
Business acquisition purchase price payable earn out payments | $ 4,356,162 | ||||||
Business acquisition shares of common stock (in Shares) | 700,000 | 700,000 | |||||
Mutual value | $ 1,400,000 | $ 1,400,000 | |||||
Business acquisition value of common stock | 3,675,000 | 3,675,000 | |||||
Fair value of the net tangible assets | $ 527,618 | $ 527,618 | |||||
Subordinate note, percentage | 8.00% | 8.00% | |||||
Excess divided, per share (in Dollars per share) | $ 2 | ||||||
Working capital | $ 154,000 | ||||||
Non controlling interest | 1,120,224 | 380,500 | |||||
Wolo Acquisition [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Business acquisition purchase price in cash | $ 6,550,000 | ||||||
Business acquisition purchase price payable in promissory note | 850,000 | ||||||
Fair value of the net tangible assets | 6,653,102 | ||||||
Cash due to seller | $ 8,344,055 | ||||||
Percentage of secured promissory note | 6.00% | ||||||
Profoma [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Revenue, description | The revenue and net loss before non-controlling interest of Asien’s from May 29, 2020 through September 30, 2020 included in the consolidated income statement amounted to approximately $4,327,294 and $496,859, respectively. The revenue and net loss before non-controlling interest of Wolo from April 1, 2021 through September 30, 2021 included in the consolidated income statement amounted to approximately $4,072,303 and $1,363,331, respectively. | ||||||
Goedeker [Member] | April 5, 2019 [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Business acquisition purchase price | 6,200,000 | ||||||
Business acquisition purchase price in cash | 1,500,000 | ||||||
Business acquisition purchase price payable in promissory note | 4,100,000 | ||||||
Business acquisition purchase price payable earn out payments | $ 600,000 | ||||||
Additional consideration description | As additional consideration, 1847 Goedeker agreed to issue to each of the Stockholders a number of shares of its common stock equal to a 11.25% non-dilutable interest (22.5% total) in all of the issued and outstanding stock of 1847 Goedeker as of the closing date. | ||||||
Business acquisition purchase price in cash description | The report issued by that CPA firm determined that Goedeker Television owed Goedeker $809,000, which Goedeker Television has not paid. On or about March 23, 2020, Goedeker submitted a claim for arbitration to the American Arbitration Association relating to Goedeker Television’s failure to pay the amount owed. The claim alleges, inter alia, breach of contract, fraud, indemnification and the breach of the covenant of good faith and fair dealing. Goedeker is alleging damages in the amount of $809,000, plus attorneys’ fees and costs. The $809,000 is included in other assets in the accompanying balance sheet as of December 31, 2019. | ||||||
Goedeker Television [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Adjusted cash portion | $ 478,000 | ||||||
Business acquisition purchase price in cash description | Pursuant to the settlement agreement, the parties entered into an amendment and restatement of the 9% subordinated promissory note described above (see Note 5). In addition, the parties agreed that the arbitration action described above would be settled effective upon the closing of the Goedeker IPO and that each party to such arbitration action would release all claims that it has against the other parties to such action. As part of the settlement of the arbitration action, Goedeker agreed that the sellers will not have to pay the $809,000 working capital adjustment amount resulting in a loss on the acquisition receivable in the year ended December 31, 2020. | ||||||
Goedeker Television [Member] | April 5, 2019 [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Business acquisition purchase price payable earn out payments | $ 81,494 | ||||||
Additional consideration description | To the extent Goedeker Television is entitled to all or a portion of an earn out payment, the applicable earn out payment(s) (or portion thereof) shall be paid on the date that is three (3) years from the closing date, and shall accrue interest from the date on which it is determined Goedeker Television is entitled to such earn out payment (or portion thereof) at a rate equal to five percent (5%) per annum, computed on the basis of a 360 day year for the actual number of days elapsed. | ||||||
Business acquisition purchase price in cash description | Goedeker Business for any applicable period is less than $2,500,000 but greater than $1,500,000, Goedeker must pay a partial earn out payment to Goedeker Television in an amount equal to the product determined by multiplying (i) the EBITDA Achievement Percentage by (ii) the applicable earn out payment for such period, where the “Achievement Percentage” is the percentage determined by dividing (A) the amount of (i) the EBITDA of the Goedeker Business for the applicable period less (ii) $1,500,000, by (B) $1,000,000. For avoidance of doubt, no partial earn out payments shall be earned or paid to the extent the EBITDA of the Goedeker Business for any applicable period is equal or less than $1,500,000. For the trailing twelve (12) month period from the closing date, EBITDA for the Goedeker Business was $(2,825,000), so Goedeker Television is not entitled to an earn out payment for that period. | ||||||
Earn out payments description | Goedeker Television is also entitled to receive the following earn out payments to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the asset purchase agreement) targets:1. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater;2. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater; and3. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the second anniversary of the closing date is $2,500,000 or greater. | ||||||
Net liabilities assumed | $ 614,337 | ||||||
Property, Plant and Equipment [Member] | Minimum [Member] | Asiens [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 5 years | ||||||
Property, Plant and Equipment [Member] | Minimum [Member] | Kyle’s Acquisition [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 3 years | 3 years | |||||
Property, Plant and Equipment [Member] | Maximum [Member] | Asiens [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 13 years | ||||||
Property, Plant and Equipment [Member] | Maximum [Member] | Kyle’s Acquisition [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 7 years | 7 years |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of preliminary analysis for the Asien's purchase - Asiens [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Purchase Consideration at fair value: | ||
Common shares | $ 1,037,500 | $ 1,037,500 |
Notes payable | 855,000 | 855,000 |
Cash paid to Seller (post closing) | 233,000 | 233,000 |
Amount of consideration | 2,125,500 | 2,125,500 |
Assets acquired and liabilities assumed at fair value | ||
Cash | 1,501,285 | 1,501,285 |
Accounts receivable | 235,746 | 235,746 |
Inventories | 1,457,489 | 1,457,489 |
Other current assets | 41,427 | 41,427 |
Property and equipment | 157,052 | 157,052 |
Customer related intangibles | 462,000 | 462,000 |
Marketing related intangibles | 547,000 | 547,000 |
Accounts payable and accrued expenses | (280,752) | (280,752) |
Customer deposits | (2,405,703) | (2,405,703) |
Notes payable | (509,272) | 509,272 |
Other liabilities | (23,347) | |
Net assets acquired | 1,182,925 | 1,182,925 |
Total net assets acquired | 1,182,925 | 1,171,272 |
Consideration paid | 2,125,500 | 2,125,500 |
Goodwill | $ 942,575 | $ 942,575 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of preliminary analysis for the Kyle’s Acquisition - Kyle’s Acquisition [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Purchase consideration at fair value: | ||
Common shares | $ 3,675,000 | $ 3,675,000 |
Notes payable | 498,979 | 498,979 |
Due to seller | 4,389,792 | |
Amount of consideration | 8,563,771 | 8,563,771 |
Assets acquired and liabilities assumed at fair value | ||
Cash | 130,000 | 130,000 |
Accounts receivable | 385,095 | 385,095 |
Costs in excess of billings | 122,016 | 122,016 |
Other current assets | 13,707 | 13,707 |
Property and equipment | 200,737 | 200,737 |
Customer related intangibles | 2,727,000 | 2,727,000 |
Marketing related intangibles | 294,000 | 294,000 |
Accounts payable and accrued expenses | (263,597) | (263,597) |
Billings in excess of costs | (43,428) | (43,428) |
Other liabilities | (49,000) | |
Net tangible assets acquired | 3,516,530 | 3,516,530 |
Total net assets acquired | 3,516,530 | 3,516,530 |
Consideration paid | 8,563,771 | 8,563,771 |
Goodwill | $ 5,047,241 | $ 5,047,243 |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of preliminary analysis for the wolo acquisition - Wolo Acquisition [Member] | Sep. 30, 2021USD ($) |
Purchase consideration at preliminary fair value: | |
Notes payable | $ 850,000 |
Cash | 6,550,000 |
Net cash paid to Seller (post closing) | 944,055 |
Amount of consideration | 8,344,055 |
Assets acquired and liabilities assumed at preliminary fair value | |
Cash | 1,171,654 |
Accounts receivable | 1,860,107 |
Inventory | 1,991,629 |
Customer related intangibles | 233,000 |
Marketing related intangibles | 992,000 |
Technology related intangibles | 623,000 |
Other current assets | 218,154 |
Deferred tax liability | (325,000) |
Accounts payable and accrued expenses | (111,442) |
Net tangible assets acquired | 6,653,102 |
Total net assets acquired | 8,344,055 |
Consideration paid | 6,653,102 |
Preliminary Goodwill | $ 1,690,953 |
Acquisitions (Details) - Sche_4
Acquisitions (Details) - Schedule of income statement - Business Acquisitions [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues, net | $ 20,521,944 | $ 17,163,879 | $ 24,376,944 | $ 23,849,214 | ||||
Net income (loss) | $ (1,794,399) | $ (671,350) | $ (1,402,208) | $ (230,704) | ||||
Basic earnings (loss) per share | $ (0.38) | $ (0.16) | $ (0.31) | $ (0.05) | ||||
Diluted earnings (loss) per share | $ (0.38) | $ (0.16) | $ (0.31) | $ (0.05) | ||||
Basic Number of Shares | 4,718,671 | [1] | 4,309,526 | [1] | 4,561,840 | [2] | 4,230,625 | [2] |
Diluted Number of Shares | 4,718,671 | [1] | 4,309,526 | [1] | 4,561,840 | [2] | 4,230,625 | [2] |
[1] | shares assuming as if issued as of January 1. | |||||||
[2] | shares assuming as if issued as of Jan 1. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Oct. 08, 2021 | Dec. 07, 2020 | Aug. 04, 2020 | Jul. 10, 2020 | Apr. 04, 2020 | Jun. 13, 2018 | Sep. 25, 2020 | Jul. 29, 2020 | Jul. 29, 2020 | May 28, 2020 | May 28, 2020 | Apr. 28, 2020 | Jun. 24, 2019 | Oct. 30, 2017 | Oct. 30, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 30, 2021 | Dec. 11, 2020 | Apr. 10, 2020 | Apr. 05, 2019 | Apr. 04, 2019 |
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Revolving loan | $ 586,097 | |||||||||||||||||||||||||
Debt instrument, maturity date, description | The loan matures on July 10, 2021 and bears interest at 5.25% per annum, subject to change in accordance with the Variable Rate (as defined in the promissory note and security agreement), the calculation for which is the U.S. Prime Rate plus 2%. | |||||||||||||||||||||||||
Secured promissory note, percentage | 7.99% | |||||||||||||||||||||||||
Remaining principal balance | $ 300,000 | $ 300,000 | 301,081 | |||||||||||||||||||||||
Accrued interest | $ 0.0799 | $ 995 | ||||||||||||||||||||||||
Revolving loan paid off | $ 301,240 | |||||||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 1.75 | $ 1.75 | $ 2 | |||||||||||||||||||||||
Aggregate principal amount | 647,253 | $ 24,860,000 | ||||||||||||||||||||||||
Principal amount | $ 56,900 | $ 10,000 | ||||||||||||||||||||||||
Payment reduced | $ 138,593 | |||||||||||||||||||||||||
Comprised of principal | 41,675 | |||||||||||||||||||||||||
Promissory note, description | The vested principal of the note due at the maturity date shall be calculated each year based on the average annual consolidated EBITDA (as defined in the note) of 1847 Cabinet for each of the years ended December 31, 2020, 2021 and 2022. The EBITDA for each year shall be divided by $1.4 million multiplied by 100 to obtain the vested percentage. The vested principal for each year shall be equal to the vested percentage for that year multiplied by $350,000. To the extent that the vested percentage for the subject year is less than 80%, no portion of the note for that year shall vest. To the extent that the vested percentage for the subject year is equal to or greater than 120%, the vested principal shall be equal to $420,000 for that year and no more. | |||||||||||||||||||||||||
Earnings before interest, taxes, depreciation, and amortization | 1,531,000 | |||||||||||||||||||||||||
Vested amount | $ 415,000 | |||||||||||||||||||||||||
Principal balance of term note | $ 714,286 | |||||||||||||||||||||||||
Debt discount | $ 497,200 | $ 497,200 | ||||||||||||||||||||||||
Term loan, description | The revolving note matures on March 29, 2022 and bears interest at a per annum rate equal to the greater of (i) the prime rate (as defined in the credit agreement) or (ii) 3.75%. The term note matures on April 1, 2024 and bears interest at a per annum rate equal to the greater of (x) the prime rate plus 3.00% or (y) 5.00%; provided that, upon an event of default, all loans, all past due interest and all fees shall bear interest at a per annum rate equal to the foregoing rate plus 5.00%. Interest accrued on the revolving note and the term note shall be payable on the first day of each month commencing on the first such day of the first month following the making of such revolving loan or term loan, as applicable. | |||||||||||||||||||||||||
Payment of interest | 10.00% | |||||||||||||||||||||||||
Interest expense | $ 120,217 | $ 22,692 | $ 295,782 | $ 29,530 | $ 460,559 | 523,780 | ||||||||||||||||||||
Interest payment of promissory notes | $ 11,773 | $ 11,773 | ||||||||||||||||||||||||
Maturity date | Dec. 7, 2021 | Jul. 10, 2021 | ||||||||||||||||||||||||
Outstanding principal amount | 1 year | |||||||||||||||||||||||||
Principal balance | $ 101,980 | |||||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 32,350 | $ 32,350 | ||||||||||||||||||||||||
Purchase price, per share | $ 2.5 | |||||||||||||||||||||||||
Asein's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Secured promissory note, percentage | 6.00% | 6.00% | ||||||||||||||||||||||||
Aggregate principal amount | $ 1,037,500 | |||||||||||||||||||||||||
Principal amount | $ 518,750 | $ 518,750 | ||||||||||||||||||||||||
8% Subordinated Amortizing Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||
6% Amortizing Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Sold of common shares (in Shares) | 415,000 | |||||||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 2.5 | $ 2.5 | ||||||||||||||||||||||||
Neese [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Neese [Member] | Home State Bank [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, maturity date, description | Pursuant to the change in terms agreement: (i) the maturity date was extended to July 30, 2022; (ii) the interest rate was changed to 5.50%; (iii) Neese agreed to pay accrued interest in the amount of $95,970; (iv) Neese agreed to make payments of $30,000 beginning on September 30, 2020 and continuing thereafter on a monthly basis until maturity, at which time a final interest payment is due; (v) Neese agreed to make a payment of $260,000 on December 30, 2020 and December 30, 2021; (vi) Neese agreed to make two new advances under the note in the amounts $51,068 and $517,529 to repay in full Neese’s capital lease transactions due to Utica Leaseco LLC described below; (vii) Neese agreed to pay a loan fee of $17,500; and (viii) Home State Bank agreed to make a loan advance to checking for $17,500. The balance of the note amounts to $3,225,321, comprised of principal of $3,239,176, net of unamortized debt discount of $13,855 as of December 31, 2020. | |||||||||||||||||||||||||
Interest rate | 4.25% | |||||||||||||||||||||||||
Debt coverage ratio, description | Neese entered into a term loan agreement with Home State Bank, pursuant to which Neese issued a promissory note to Home State Bank in the principal amount of $3,654,074 with an annual interest rate of 6.85% and with covenants to maintain a minimum debt coverage ratio of 1.00 to 1.25 measured at December 31, 2020. | |||||||||||||||||||||||||
Repayment of secured loan | $ 1,095 | |||||||||||||||||||||||||
Amortization of debt issuance costs | 15,513 | 18,645 | ||||||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 415,000 | |||||||||||||||||||||||||
1847 Asien/Asien's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Aggregate remaining principal | $ 90,375 | |||||||||||||||||||||||||
1847 Neese [Member] | 10% Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Annual interest rate | 16.00% | 16.00% | ||||||||||||||||||||||||
1847 Neese [Member] | 10% Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||
Annual interest rate | 16.00% | |||||||||||||||||||||||||
Promissory note payable | $ 1,025,000 | |||||||||||||||||||||||||
Long-term accrued expenses | $ 40,000 | $ 383,600 | ||||||||||||||||||||||||
6% Secured Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Remaining principal balance | $ 850,000 | $ 850,000 | ||||||||||||||||||||||||
Accrued interest | $ 12,750 | |||||||||||||||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||
Principal amount | $ 850,000 | $ 850,000 | ||||||||||||||||||||||||
Annual interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||
Credit Agreement and Notes [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Accrued interest | $ 17,350 | |||||||||||||||||||||||||
Principal amount | $ 3,550,000 | |||||||||||||||||||||||||
Comprised of principal | $ 3,331,250 | 3,331,250 | ||||||||||||||||||||||||
Principal balance of revolving credit | 996,309 | |||||||||||||||||||||||||
Revolving loan | 1,000,000 | |||||||||||||||||||||||||
Term loan | $ 3,550,000 | |||||||||||||||||||||||||
Principal balance of term note | 3,193,558 | 3,193,558 | ||||||||||||||||||||||||
Debt discount | 137,692 | $ 137,692 | ||||||||||||||||||||||||
Borrowing base, description | The “borrowing base” means an amount equal to the sum of the following: (A) 80% of eligible accounts (as defined in the credit agreement) PLUS (B) the lesser of: (1) 50% percent of eligible inventory (as defined in the credit agreement) or (2) $400,000, MINUS (C) such reserves as Sterling may establish from time to time in its sole discretion. Sterling has the right from time to time, in its sole discretion, to amend, substitute or modify the percentages set forth in the definition of borrowing base and the definition(s) of eligible accounts and eligible inventory. | |||||||||||||||||||||||||
Term loan, description | (i) beginning on May 1, 2021 and ending on March 1, 2022, eleven (11) equal monthly principal payments of $43,750 each, (ii) beginning on April 1, 2022 and ending on March 1, 2024, twenty-four (24) equal monthly payments of $59,167 each and (iii) on April 1, 2024, a final principal payment in the amount of $1,648,742. In addition, beginning on June 1, 2022 and on each anniversary thereof thereafter until such time as the term loan is repaid in full, 1847 Wolo and Wolo must pay an additional principal payment equal to 50% of the excess cash flow (as defined in the credit agreement), if any. If Sterling has not received the full amount of any monthly payment on or before the date it is due (including as a result of funds not available to be automatically debited on the date on which any such payment is due), 1847 Wolo and Wolo must pay a late fee in an amount equal to six percent (6%) of such overdue payment. | |||||||||||||||||||||||||
Credit Agreement and Notes [Member] | Sterling National Bank [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Accrued interest | $ 3,529 | |||||||||||||||||||||||||
Loans On Vehicles [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Remaining principal balance | $ 114,845 | 114,845 | ||||||||||||||||||||||||
Principal balance of revolving credit | $ 67,465 | |||||||||||||||||||||||||
Minimum [Member] | 1847 Asien/Asien's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Finance at rates ranging | 3.98% | |||||||||||||||||||||||||
Interest expense | $ 40,000 | |||||||||||||||||||||||||
Minimum [Member] | Loans On Vehicles [Member] | Asein's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Finance at rates ranging | 3.74% | 3.74% | ||||||||||||||||||||||||
Minimum [Member] | Loans On Vehicles [Member] | Kyle's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Finance at rates ranging | 5.90% | 5.90% | ||||||||||||||||||||||||
Maximum [Member] | 1847 Asien/Asien's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Finance at rates ranging | 6.99% | |||||||||||||||||||||||||
Maximum [Member] | Loans On Vehicles [Member] | Asein's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Finance at rates ranging | 6.99% | 6.99% | ||||||||||||||||||||||||
Maximum [Member] | Loans On Vehicles [Member] | Kyle's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Finance at rates ranging | 6.54% | 6.54% | ||||||||||||||||||||||||
Arvest Bank [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Revolving loan | $ 400,000 | |||||||||||||||||||||||||
Arvest Bank [Member] | 1847 Asien/Asien's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Secured promissory note, percentage | 5.25% | |||||||||||||||||||||||||
Prime rate plus percent | 2.00% | |||||||||||||||||||||||||
Accrued interest | $ 2,564 | |||||||||||||||||||||||||
Revolving loan | $ 400,000 | |||||||||||||||||||||||||
Debt instrument, interest rate | 5.25% | |||||||||||||||||||||||||
Accrued interest on promissory note | $ 995 | |||||||||||||||||||||||||
8% Subordinated Amortizing Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Remaining principal balance | 101,980 | |||||||||||||||||||||||||
Accrued interest | 1,095 | |||||||||||||||||||||||||
8% Subordinated Amortizing Promissory Note [Member] | Asein's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Paid by issuance percentage | 8.00% | 8.00% | ||||||||||||||||||||||||
Increasing principal amount | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||
Subordinated Amortizing Promissory Note | The outstanding principal amount of the note amortized on a one-year straight-line basis in accordance with a specified amortization schedule, with all unpaid principal and accrued, but unpaid interest being fully due and payable on May 28, 2021. | |||||||||||||||||||||||||
8% Subordinated Amortizing Promissory Note [Member] | Intercompany Secured Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Remaining principal balance | $ 4,885,129 | $ 4,885,129 | ||||||||||||||||||||||||
Accrued interest | 194,380 | |||||||||||||||||||||||||
8% Subordinated Amortizing Promissory Note [Member] | 1847 Asien/Asien's [Member] | Asien's Seller [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Promissory notes current portion | 4,525,000 | |||||||||||||||||||||||||
Promissory notes | 182,488 | |||||||||||||||||||||||||
6% Amortizing Promissory Note [Member] | Asien's Seller [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Promissory note, description | As consideration, 1847 Asien issued to the Asien’s Seller a two-year 6% amortizing promissory note in the aggregate principal amount of $1,037,500. One-half (50%) of the outstanding principal amount of the note ($518,750) and all accrued interest thereon, will be amortized on a two-year straight-line basis and is payable quarterly. The second-half (50%) of the outstanding principal amount of the note ($518,750) with all accrued, but unpaid interest thereon, is due on the second anniversary of the note. | |||||||||||||||||||||||||
6% Amortizing Promissory Note [Member] | 1847 Asien/Asien's [Member] | Asien's Seller [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Remaining principal balance | 785,846 | 785,846 | 785,846 | |||||||||||||||||||||||
Accrued interest | $ 17,752 | 17,752 | ||||||||||||||||||||||||
Promissory note, description | As consideration, 1847 Asien issued to the Asien’s Seller a two-year 6% amortizing promissory note in the aggregate principal amount of $1,037,500. One-half (50%) of the outstanding principal amount of the note ($518,750) and all accrued interest thereon, will be amortized on a two-year straight-line basis and is payable quarterly. The second-half (50%) of the outstanding principal amount of the note ($518,750) with all accrued, but unpaid interest thereon, is due on the second anniversary of the note. | |||||||||||||||||||||||||
Accrued interest on promissory note | 975,985 | |||||||||||||||||||||||||
Prepayment of short term debt in excess of cash balance, amount | $ 17,894 | |||||||||||||||||||||||||
Demand Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, maturity date, description | The note accrued interest at a rate of one percent (1%) computed on the basis of a 360-day year. Principal and accrued interest on the note was payable 24 hours after written demand by the Asien’s Seller. The note was repaid in June 2020. | |||||||||||||||||||||||||
Principal amount | $ 655,000 | $ 655,000 | ||||||||||||||||||||||||
Demand Promissory Note [Member] | 1847 Asien/Asien's [Member] | Asien's Seller [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Promissory note, description | The note accrued interest at a rate of one percent (1%) computed on the basis of a 360-day year. Principal and accrued interest on the note was payable 24 hours after written demand by the Seller. The note was repaid in June 2020. | |||||||||||||||||||||||||
Promissory note payable | $ 655,000 | |||||||||||||||||||||||||
Paul A. Gwilliam and Terri L. Gwilliam [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 540,000 | $ 540,000 | ||||||||||||||||||||||||
Term of loan | 5 years | |||||||||||||||||||||||||
Interest rate | 4.25% | |||||||||||||||||||||||||
Paul A. Gwilliam and Terri L. Gwilliam [Member] | 1847 Asien/Asien's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Promissory note payable | 41,675 | |||||||||||||||||||||||||
Unsecured promissory note term, description | On October 30, 2017, Asien’s entered into a stock repurchase agreement with Paul A. Gwilliam and Terri L. Gwilliam, co-trustees of the Gwilliam Family Trust, pursuant to which Asien’s issued an unsecured promissory note in the aggregate principal amount of $540,000 for a term of 5 years. | |||||||||||||||||||||||||
Aggregate principal amount | $ 540,000 | |||||||||||||||||||||||||
Agreement of Sale of Future Receipts [Member] | TVT Direct Funding LLC [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, maturity date, description | On May 28, 2020, 1847 Asien and Asien’s entered into an agreement of sale of future receipts with TVT Direct Funding LLC (“TVT”), pursuant to which 1847 Asien and Asien’s agreed to sell future receivables with a value of $685,000 to TVT for a purchase price of $500,000. 1847 Asien and Asien’s agreed to deliver to TVT 20% of its weekly future receipts, or approximately $23,300, over the course of an estimated seven-month term, or such date when the above amount of receivables has been delivered to TVT. | |||||||||||||||||||||||||
Future receivable value | $ 685,000 | |||||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 500,000 | |||||||||||||||||||||||||
Future receipt value | $ 23,300 | |||||||||||||||||||||||||
Agreement of Sale of Future Receipts [Member] | 1847 Asien/Asien's [Member] | TVT Direct Funding LLC [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Agreement of sale of future Receipts, description | On May 28, 2020, 1847 Asien and Asien’s entered into an agreement of sale of future receipts with TVT Direct Funding LLC (“TVT”), pursuant to which 1847 Asien and Asien’s agreed to sell future receivables with a value of $685,000 to TVT for a purchase price of $500,000. 1847 Asien and Asien’s agreed to deliver to TVT 20% of its weekly future receipts, or approximately $23,300, over the course of an estimated seven-month term, or such date when the above amount of receivables has been delivered to TVT. | |||||||||||||||||||||||||
Origination fees | $ 25,000 | |||||||||||||||||||||||||
Vesting Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Remaining principal balance | 498,979 | $ 498,979 | ||||||||||||||||||||||||
Earnings before interest, taxes, depreciation, and amortization | 1,531,000 | |||||||||||||||||||||||||
Vested amount | 415,000 | |||||||||||||||||||||||||
Vesting Promissory Note [Member] | 1847 Asien/Asien's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Increasing principal amount | $ 200,000 | |||||||||||||||||||||||||
Vesting Promissory Note [Member] | 1847 Kyle's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Paid by issuance percentage | 8.00% | |||||||||||||||||||||||||
Increasing principal amount | 1,260,000 | $ 1,260,000 | 1,260,000 | $ 1,260,000 | ||||||||||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||||||||||||||
Principal amount | 1,050,000 | $ 1,050,000 | ||||||||||||||||||||||||
Principal amount | $ 1,050,000 | $ 1,050,000 | ||||||||||||||||||||||||
Vesting Promissory Note [Member] | 1847 Cabinet/Kyle's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||
Vesting Promissory Note [Member] | 1847 Cabinet [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Promissory note, description | The vested principal of the note due at the maturity date shall be calculated each year based on the average annual consolidated EBITDA (as defined in the note) of 1847 Cabinet for each of the years ended December 31, 2020, 2021 and 2022. The EBITDA for each year shall be divided by $1.4 million multiplied by 100 to obtain the vested percentage. The vested principal for each year shall be equal to the vested percentage for that year multiplied by $350,000. To the extent that the vested percentage for the subject year is less than 80%, no portion of the note for that year shall vest. To the extent that the vested percentage for the subject year is equal to or greater than 120%, the vested principal shall be equal to $420,000 for that year and no more. | |||||||||||||||||||||||||
Unvested principal amount | $ 350,000 | $ 350,000 | $ 350,000 | |||||||||||||||||||||||
Intercompany Secured Promissory Note [Member] | 1847 Cabinet/Kyle's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Secured promissory note, percentage | 5.00% | 5.00% | ||||||||||||||||||||||||
Principal amount | $ 4,525,000 | |||||||||||||||||||||||||
Issuance of secured promissory note | $ 4,525,000 | |||||||||||||||||||||||||
Outstanding principal balance interest percentage | 5.00% | |||||||||||||||||||||||||
PPP Loans [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
PPP loans as current liabilities | $ 741,100 | |||||||||||||||||||||||||
PPP Loans [Member] | Asein's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Promissory note, description | The PPP loans have two-year terms and bear interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. | |||||||||||||||||||||||||
Paycheck protection program loans | $ 357,500 | |||||||||||||||||||||||||
Home State Bank [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Promissory notes current portion | 40,000 | |||||||||||||||||||||||||
Home State Bank [Member] | Neese [Member] | Home State Bank [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Repayment of secured loan | 0 | $ 30,500 | ||||||||||||||||||||||||
Home State Bank [Member] | 1847 Neese [Member] | 10% Promissory Note [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest payment of promissory notes | $ 40,000 | |||||||||||||||||||||||||
Wells Fargo [Member] | 1847 Asien/Asien's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Inventory financing agreement term | 1 year | |||||||||||||||||||||||||
Small Business Administration (SBA) [Member] | Asein's [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Promissory note, description | The PPP loans have two-year terms and bear interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. | |||||||||||||||||||||||||
Paycheck protection program loans | $ 357,500 |
Convertible Promissory Note (De
Convertible Promissory Note (Details) - USD ($) | Sep. 02, 2020 | Aug. 04, 2020 | May 11, 2020 | May 04, 2020 | Apr. 05, 2019 | Sep. 02, 2020 | Aug. 04, 2020 | Jul. 21, 2020 | Jul. 21, 2020 | May 11, 2020 | May 04, 2020 | Apr. 05, 2019 | Dec. 31, 2020 | Dec. 07, 2020 |
Convertible Promissory Note (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 10,000 | $ 56,900 | ||||||||||||
Increase the principal amount of the note | $ 207,145 | $ 207,145 | ||||||||||||
Secured convertible promissory note, description | In connection with the amendment, (i) the Company issued to Leonite another five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis and (ii) upon closing of the Asien’s Acquisition, 1847 Asien issued to Leonite shares of common stock equal to a 5% interest in 1847 Asien. The amendment represented a prepayment of principal and accrued interest resulting in a debt extinguishment and the Company recorded an aggregate extinguishment loss of $773,856. | In connection with the amendment, (i) the Company issued to Leonite another five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis and (ii) upon closing of the Asien’s acquisition, 1847 Asien issued to Leonite shares of common stock equal to a 5% interest in 1847 Asien. The amendment represented a prepayment of principal and accrued interest resulting in a debt extinguishment and we recorded an aggregate extinguishment loss of $773,856. | ||||||||||||
Debt converted amount | $ 101,980 | |||||||||||||
Warrant to common shares (in Shares) | 180,000 | 180,000 | ||||||||||||
Surrender of common shares underlying this warrant (in Shares) | 20,000 | |||||||||||||
Common stock underlying warrant (in Shares) | 200,000 | 20,000 | ||||||||||||
Exercise warrants (in Shares) | 180,000 | 180,000 | ||||||||||||
Debt underlying warrant (in Shares) | 200,000 | |||||||||||||
Goedeker [Member] | ||||||||||||||
Convertible Promissory Note (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 714,286 | $ 714,286 | ||||||||||||
Additional purchase of note, description | As additional consideration for the purchase of the note, (i) the Company issued to Leonite 50,000 common shares, (ii) the Company issued to Leonite a five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis, and (iii) Holdco issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in Holdco. | As additional consideration for the purchase of the note, (i) the Company issued to Leonite 50,000 common shares, (ii) the Company issued to Leonite a five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis, and (iii) Holdco issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in Holdco. | ||||||||||||
Purchase price description | The note carried an original issue discount of $64,286 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Furthermore, the Company issued 50,000 common shares valued at $137,500 and a debt-discount related to the warrants valued at $292,673. The Company amortized $292,673 of financing costs related to the shares and warrants in the nine months ended September 30, 2020. | The note carries an original issue discount of $64,286 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Furthermore, the Company issued 50,000 common shares valued at $137,500 and a debt-discount related to the warrants valued at $292,673. The Company amortized $292,673 of financing costs related to the shares and warrants in the year ended December 31, 2020. | ||||||||||||
Total payoff amount | $ 780,653 | $ 780,653 | ||||||||||||
Consisting of debt principal amount | 771,431 | 771,431 | ||||||||||||
Interest amount | $ 9,222 | $ 9,222 | ||||||||||||
Leonite Converted [Member] | ||||||||||||||
Convertible Promissory Note (Details) [Line Items] | ||||||||||||||
Debt converted amount | $ 100,000 | $ 50,000 | $ 50,000 | $ 100,000 | ||||||||||
Shares of common stock (in Shares) | 100,000 | 50,000 | 50,000 | 100,000 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | Jun. 09, 2021 | Sep. 01, 2020 | Mar. 03, 2017 | May 14, 2014 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | Jun. 13, 2018 |
Operating Leases (Details) [Line Items] | ||||||||
Renewal term | 5 years | |||||||
Operating lease liability | $ 361,158 | |||||||
Kyle's [Member] | ||||||||
Operating Leases (Details) [Line Items] | ||||||||
Lease rent, description | The lease is for a term of five years, with an option for a renewal term of five years, and provides for a base rent of $7,000 per month for the first 12 months, which will increase to $7,210 for months 13-16 and to $7,426 for months 37-60. | |||||||
Lease term | 5 years | |||||||
Interest rate on unpaid amount | 18.00% | 12.00% | ||||||
Lease term description | The lease is for a term of five years and two months, with an option for a renewal term of five years. | |||||||
Operating lease liability | $ 357,985 | $ 670,301 | ||||||
Lease term | 5 years | |||||||
Asien's [Member] | ||||||||
Operating Leases (Details) [Line Items] | ||||||||
Office and showroom space | $ 11,665 | 11,665 | ||||||
Neese [Member] | ||||||||
Operating Leases (Details) [Line Items] | ||||||||
Interest rate on unpaid amount | 18.00% | |||||||
Operating lease liability | 501,827 | $ 565,080 | ||||||
Lease term | 10 years | 5 years | ||||||
Operating lease base rent | $ 8,333 | |||||||
Salary or rent not payable | $ 100,000 | |||||||
Long-term accrued liability | 300,000 | |||||||
Operating lease liabilities | $ 100,000 | |||||||
Lease annual payment | $ 11,830 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of supplemental balance sheet information - Kyle's [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases (Details) - Schedule of supplemental balance sheet information [Line Items] | ||
Operating lease right-of-use lease asset | $ 735,074 | $ 373,916 |
Accumulated amortization | (68,164) | 15,931 |
Net balance | 666,910 | 357,985 |
Lease liability, current portion | 112,120 | 66,803 |
Lease liability, long term | 558,181 | 291,182 |
Total operating lease liabilities | $ 670,301 | $ 357,985 |
Weighted Average Remaining Lease Term – operating leases | 55 months | 44 months |
Weighted Average Discount Rate – operating leases | 5.50% | 5.50% |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of future minimum lease payments - Kyle's [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | ||
2021 (remainder of year) | $ 48,314 | $ 84,840 |
2022 | 167,973 | 86,520 |
2023 | 171,282 | 87,385 |
2024 | 175,529 | 89,116 |
2025 | 148,416 | 59,410 |
2026 | 52,558 | |
Total lease payments | 764,072 | 407,271 |
Less imputed interest | (93,771) | (49,286) |
Maturities of lease liabilities | $ 670,301 | $ 357,985 |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of supplemental balance sheet information - Wolo [Member] | Sep. 30, 2021USD ($) |
Operating Leases (Details) - Schedule of supplemental balance sheet information [Line Items] | |
Operating lease right-of-use lease asset | $ 153,663 |
Accumulated amortization | 87,393 |
Net balance | 66,270 |
Lease liability, current portion | 67,111 |
Lease liability, long term | |
Total operating lease liabilities | $ 67,111 |
Weighted Average Remaining Lease Term – operating leases | 10 months |
Weighted Average Discount Rate – operating leases | 6.00% |
Operating Leases (Details) - _4
Operating Leases (Details) - Schedule of future minimum lease payments - Wolo [Member] | Sep. 30, 2021USD ($) |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2021 (remainder of year) | $ 20,691 |
2022 | 48,279 |
Total lease payments | 68,970 |
Less imputed interest | (1,859) |
Maturities of lease liabilities | $ 67,111 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Dec. 07, 2020 | Jul. 10, 2020 | Jan. 03, 2018 | Jan. 03, 2018 | Apr. 15, 2013 | Apr. 15, 2013 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 05, 2019 |
Related Parties (Details) [Line Items] | ||||||||||||||
Management fee | $ 103,022 | $ 0 | $ 9 | $ 0 | $ 0 | |||||||||
Expensed management fees | $ 75,000 | $ 178,022 | 710,833 | $ 103,022 | ||||||||||
Advances from related parties | 118,834 | 118,834 | 118,834 | 118,834 | ||||||||||
Initial principal amount | $ 714,286 | |||||||||||||
Principal amount | $ 56,900 | 10,000 | 10,000 | 10,000 | ||||||||||
Maturity date | Dec. 7, 2021 | Jul. 10, 2021 | ||||||||||||
Advances | 56,900 | 56,900 | 56,900 | 56,900 | 119,400 | |||||||||
Accrued interest | 25,159 | 25,159 | $ 28,611 | 25,159 | 17,115 | |||||||||
Goedeker [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Management fee | 62,500 | |||||||||||||
Neese [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Management fee | 250,000 | |||||||||||||
Long-term accrued liability | 700,808 | 700,808 | $ 700,808 | |||||||||||
Management Services Agreement [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Description of management fee | On April 15, 2013, the Company and the Manager entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% of its adjusted net assets for services performed (the “Parent Management Fee”). | On April 15, 2013, the Company and 1847 Partners LLC (the “Manager”) entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% of its adjusted net assets for services performed (the “Parent Management Fee”). | ||||||||||||
Manager [Member] | Asien [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Description of management fee | Pursuant to the offsetting management services agreements, 1847 Neese appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500, Goedeker appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500, 1847 Asien appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement), 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement) and 1847 Wolo appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, in each case that (i) pro rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by such subsidiaries, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of the Company’s gross income with respect to such fiscal year, then the management fee to be paid by such subsidiaries for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of the Company, until the aggregate amount of the management fee paid or to be paid by such subsidiaries, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of the Company’s gross income with respect to such fiscal year, and (iii) if the aggregate amount the management fee paid or to be paid by such subsidiaries, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the Parent Management Fee with respect to such fiscal quarter, then the management fee to be | Pursuant to the offsetting management services agreements, 1847 Neese appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500, Goedeker appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500, 1847 Asien appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement) and 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, in each case that (i) pro rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of the Company’s gross income with respect to such fiscal year, then the management fee to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of the Company, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of the Company’s gross income with respect to such fiscal year, and (iii) if the aggregate amount the management fee paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the Parent Management Fee with respect to such fiscal quarter, then the management fee to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal quarter, does not exceed the Parent Management Fee calculated and payable with respect to such fiscal quarter. | ||||||||||||
Quarterly management fee | 75,000 | 75,000 | $ 75,000 | |||||||||||
Manager [Member] | Cabinet [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Quarterly management fee | 75,000 | 75,000 | 75,000 | |||||||||||
Asien [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Management fee | $ 225,000 | |||||||||||||
Cabinet [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Management fee | 225,000 | |||||||||||||
Wolo [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Management fee | 260,833 | |||||||||||||
Wolo Acquisition [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Management fee | 110,000 | |||||||||||||
Offsetting Management Services Agreement [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Management fee | 62,500 | |||||||||||||
Promissory Note [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Initial principal amount | $ 50,000 | $ 50,000 | ||||||||||||
Additional advances, description | The note provided that the Company could request additional advances from the Manager up to an aggregate additional amount of $150,000. | The note provided that the Company could request additional advances from the Manager up to an aggregate additional amount of $150,000. | ||||||||||||
Fixed annual interest rate | 8.00% | 8.00% | 8.00% | |||||||||||
Repayment, description | In the event that the Company completes a financing that includes an uplisting of the Company’s common shares to a national exchange, then the Company must, contemporaneously with the closing of such financing transaction, repay the entire outstanding principal, outstanding advances, and accrued and unpaid interest on the note. | In the event that the Company completes a financing that includes an uplisting of the Company’s common shares to a national exchange, then the Company must, contemporaneously with the closing of such financing transaction, repay the entire outstanding principal, outstanding advances, and accrued and unpaid interest on the note. | ||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||
Manager [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Advances from related parties | $ 71,358 | $ 71,358 | $ 74,928 | $ 71,358 | $ 62,499 |
Shareholders' Equity (Deficit_2
Shareholders' Equity (Deficit) (Details) - USD ($) | Oct. 12, 2021 | Oct. 12, 2021 | Sep. 02, 2020 | Jun. 04, 2020 | May 11, 2020 | May 04, 2020 | Apr. 05, 2019 | Mar. 26, 2021 | Oct. 26, 2020 | Sep. 30, 2020 | Aug. 28, 2020 | Jul. 21, 2020 | May 28, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 08, 2021 |
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Allocation shares, authorized | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||||||||
Allocation shares, outstanding | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | |||||||||||||||||
Ownership of allocation shares by manager | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | ||||||||||||||||||
Allocation of profit | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||||||||||
Issued and outstanding, shares | 1,000 | 1,000 | |||||||||||||||||||||
Senior convertible preferred shares | 4,450,460 | ||||||||||||||||||||||
Dividends rate (in Dollars per share) | $ 2 | $ 2 | |||||||||||||||||||||
Common shares calculated based percentage | 80.00% | ||||||||||||||||||||||
Calculated based fixed price per share (in Dollars per share) | $ 1.57 | ||||||||||||||||||||||
Dividend payment date per share (in Dollars per share) | $ 1.57 | ||||||||||||||||||||||
Accumulated accrued and unpaid dividends percentage | 115.00% | 115.00% | |||||||||||||||||||||
Conversion price (in Dollars per share) | $ 1.75 | $ 2 | $ 2 | $ 1.75 | $ 2 | ||||||||||||||||||
Ownership common shares outstanding | 4.99% | 4.99% | |||||||||||||||||||||
Shareholder limitation, description | This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to the Company. | This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to the Company. | |||||||||||||||||||||
Convertible preferred shares percentage | 115.00% | 115.00% | |||||||||||||||||||||
Consolidations adjustments to conversion price, description | • On the first day of the 12th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall increase by five percent (5.0%) per annum and the conversion price shall adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date.• On the first day of the 24th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall increase by an additional five percent (5.0%) per annum, the stated value shall increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date.• On the first day of the 36th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall increase by an additional five percent (5.0%) per annum, the stated value shall increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding the third adjustment date. | • On the first day of the 12th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall automatically increase by five percent (5.0%) per annum and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date.• On the first day of the 24th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date.• On the first day of the 36th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding the third adjustment date. | |||||||||||||||||||||
Conversion price, description | Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $0.0075. | Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $0.0075. | |||||||||||||||||||||
Sale of stock, shares | 1,818,182 | 442,443 | 2,189,835 | 2,189,835 | |||||||||||||||||||
Sale of stock price (in Dollars per share) | $ 1.65 | $ 1.9 | $ 1.9 | $ 1.9 | |||||||||||||||||||
Purchase price unit (in Dollars) | $ 840,640 | $ 4,160,684 | |||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | $ 2.5 | |||||||||||||||||||||
Deemed dividend of beneficial conversion feature (in Dollars) | $ 1,527,086 | $ 2,874,478 | $ 2,874,478 | ||||||||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 3,000,000 | ||||||||||||||||||||||
Convertible preferred shares amount (in Dollars) | $ 314,093 | $ 314,093 | |||||||||||||||||||||
Accrued dividends (in Dollars) | $ 676,339 | ||||||||||||||||||||||
Common shares, authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||
Common Shares, issued | 4,842,851 | 4,444,013 | 4,444,013 | 4,842,851 | 4,444,013 | ||||||||||||||||||
Common Shares, outstanding | 4,842,851 | 4,444,013 | 4,444,013 | 4,842,851 | 4,444,013 | ||||||||||||||||||
Common stock fair value (in Dollars) | $ 245,000 | ||||||||||||||||||||||
Common stock issued upon acquisition | 398,838 | ||||||||||||||||||||||
Issued per share (in Dollars per share) | $ 1.9 | ||||||||||||||||||||||
Purchase price per unit (in Dollars per share) | $ 1.65 | ||||||||||||||||||||||
Issued common shares | 398,838 | ||||||||||||||||||||||
Estimated fair value (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | ||||||||||||||||||||
Common stock exercise price (in Dollars per share) | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | $ 2.5 | ||||||||||||||||||
Warrant term description | The warrants have a term of three years and are callable by the Company after one year if the 30-day average stock price is in excess of $5 and the trading volume in the Company’s shares exceed 100,000 shares a day over such period. The Company can also redeem the warrants during the term for $0.50 a warrant in the first year; $1.00 a warrant in the second year; and $1.50 a warrant in the third year. | The warrants have a term of three years and are callable by the Company after one year if the 30-day average stock price is in excess of $5 and the trading volume in the Company’s shares exceed 100,000 shares a day over such period. The Company can also redeem the warrants during the term for $0.50 a warrant in the first year; $1.00 a warrant in the second year; and $1.50 a warrant in the third year. | |||||||||||||||||||||
Volume weighted average price | 80.00% | ||||||||||||||||||||||
Additional equity interest | 10.00% | ||||||||||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 4,160,684 | ||||||||||||||||||||||
Warrant description | Each unit consists of one (1) series A senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $2.50 per common share (subject to adjustment), which may be exercised on a cashless basis under certain circumstances. | ||||||||||||||||||||||
Common shares, issued | 4,842,851 | 4,444,013 | 4,444,013 | 4,842,851 | 4,444,013 | 3,165,625 | |||||||||||||||||
Common shares, outstanding | 4,842,851 | 4,444,013 | 4,444,013 | 4,842,851 | 4,444,013 | 3,165,625 | |||||||||||||||||
Common shares, voting rights | one | ||||||||||||||||||||||
Common stock shares upon conversion value (in Dollars) | $ 100,000 | $ 275,000 | $ 275,000 | ||||||||||||||||||||
Common stock issued upon acquisition, value (in Dollars) | 3,675,000 | 1,037,500 | |||||||||||||||||||||
Fair market value of services (in Dollars) | 245,000 | 245,000 | |||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 1.25 | $ 2.5 | |||||||||||||||||||||
Warrant for proceeds (in Dollars) | $ 62,500 | ||||||||||||||||||||||
Exercised options for proceeds (in Dollars) | 150,000 | ||||||||||||||||||||||
Sold an additional units | 442,443 | ||||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ 840,640 | ||||||||||||||||||||||
Net loss attributable to non-controlling interests (in Dollars) | $ (65,008) | $ (233,897) | $ (106,628) | $ (669,811) | $ (595,731) | $ (514,019) | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Senior convertible preferred shares | 2,632,278 | ||||||||||||||||||||||
Sale of stock, shares | 1,818,182 | ||||||||||||||||||||||
Sale of stock price (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 1.65 | ||||||||||||||||||||||
Service Providers [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Common stock issued upon services | 50,000 | ||||||||||||||||||||||
Fair market value of services (in Dollars) | $ 87,550 | ||||||||||||||||||||||
Goedeker [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Loan and security agreement, description | Goedeker, as borrower, and Holdco entered into a loan and security agreement with 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. At December 31, 2019 the warrants were valued at $122,344. On August 4, 2020, SBCC converted the warrant into 250,000 shares of Goedeker’s common stock | ||||||||||||||||||||||
Leonite [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Common stock issued | 100,000 | ||||||||||||||||||||||
Common stock outstanding (in Dollars) | $ 100,000 | ||||||||||||||||||||||
Loss on conversion of debt (in Dollars) | 175,000 | ||||||||||||||||||||||
Asien's Seller [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Common stock issued | 415,000 | ||||||||||||||||||||||
Common stock fair value (in Dollars) | $ 1,037,500 | ||||||||||||||||||||||
Service Provider [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Common stock issued | 100,000 | ||||||||||||||||||||||
Common stock issued upon services | 100,000 | ||||||||||||||||||||||
Fair market value of services (in Dollars) | $ 245,000 | ||||||||||||||||||||||
Director One [Member] | Options [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Exercise price per share description | On May 11, 2020, the Company granted options to directors Paul A. Froning and Robert D. Barry to purchase 60,000 and 30,000 common shares, respectively, each at an exercise price of $2.50 per share. | ||||||||||||||||||||||
Granted options to directors | 30,000 | ||||||||||||||||||||||
Date of grant and terminate, terms | The options vested immediately on the date of grant and terminate on May 11, 2025. | ||||||||||||||||||||||
Director [Member] | Options [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Granted options to directors | 60,000 | ||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||
Series A Convertible Preferred Shares [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Dividend rate, Percentage | 14.00% | ||||||||||||||||||||||
Sale of stock price (in Dollars per share) | $ 1.65 | ||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 3,000,000 | ||||||||||||||||||||||
Aggregate amount (in Dollars) | $ 1,818,182 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Weighted average risk-free interest rate | 0.16% | ||||||||||||||||||||||
Principal amount (in Dollars) | $ 1,472,914 | ||||||||||||||||||||||
Series A senior convertible preferred shares [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Senior convertible preferred shares | 3,157,895 | ||||||||||||||||||||||
Dividend rate, Percentage | 14.00% | ||||||||||||||||||||||
Dividends rate (in Dollars per share) | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Sale of stock, shares | 2,189,835 | ||||||||||||||||||||||
Sale of stock price (in Dollars per share) | $ 3,000 | $ 1.9 | $ 1.9 | $ 1.9 | |||||||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 4,160,654 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Weighted average risk-free interest rate | 0.16% | ||||||||||||||||||||||
Principal amount (in Dollars) | $ 2,209,566 | ||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 6,395,645 | ||||||||||||||||||||||
Leonite [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Sale of stock, shares | 50,000 | ||||||||||||||||||||||
Loss on conversion of debt (in Dollars) | $ 175,000 | ||||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||||
Expected volatility | 128.52% | ||||||||||||||||||||||
Weighted average risk-free interest rate | 0.36% | ||||||||||||||||||||||
Principal amount (in Dollars) | $ 448,211 | ||||||||||||||||||||||
Common shares, issued | 180,000 | ||||||||||||||||||||||
Common stock shares issued upon conversion | 100,000 | 50,000 | |||||||||||||||||||||
Common stock shares upon conversion value (in Dollars) | $ 100,000 | $ 50,000 | |||||||||||||||||||||
Loss on conversion debt (in Dollars) | $ 50,000 | ||||||||||||||||||||||
Common stock shares issued upon warrant | 180,000 | ||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 1.25 | ||||||||||||||||||||||
Shares issuable upon warrants exercised | 200,000 | 200,000 | |||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||
Amendment, description | Pursuant to the amendment, the parties amended the warrant to allow for the conversion of the warrant into 180,000 common shares in exchange for Leonite’s surrender of the remaining 20,000 common shares underlying this warrant, as well as all 200,000 common shares underlying the second warrant issued to Leonite on May 11, 2020. | ||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||
Asiens [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Common stock issued upon acquisition | 415,000 | ||||||||||||||||||||||
Common stock issued upon acquisition, value (in Dollars) | $ 1,037,500 | ||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 2.5 | ||||||||||||||||||||||
Shares distributed to stockholders | 415,000 | ||||||||||||||||||||||
Common stock outstanding, percentage | 95.00% | ||||||||||||||||||||||
Distribution shares received | 394,112 | ||||||||||||||||||||||
Minimum [Member] | Series A Convertible Preferred Shares [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Expected volatility | 62.52% | ||||||||||||||||||||||
Estimated fair value (in Dollars per share) | $ 2.6 | ||||||||||||||||||||||
Minimum [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Expected volatility | 62.52% | ||||||||||||||||||||||
Estimated fair value (in Dollars per share) | 2.6 | 2.6 | $ 2.6 | ||||||||||||||||||||
Maximum [Member] | Series A Convertible Preferred Shares [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Expected volatility | 63.25% | ||||||||||||||||||||||
Estimated fair value (in Dollars per share) | $ 5.25 | ||||||||||||||||||||||
Maximum [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Expected volatility | 63.25% | ||||||||||||||||||||||
Estimated fair value (in Dollars per share) | $ 5.25 | $ 5.25 | $ 5.25 | ||||||||||||||||||||
Noncontrolling Interest [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Common stock shares upon conversion value (in Dollars) | |||||||||||||||||||||||
Common stock issued upon acquisition, value (in Dollars) | |||||||||||||||||||||||
Fair market value of services (in Dollars) | |||||||||||||||||||||||
Noncontrolling Interest [Member] | 1847 Neese [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Acquisition interest acquired | 55.00% | ||||||||||||||||||||||
Noncontrolling interest, ownership percentage | 45.00% | 45.00% | 45.00% | ||||||||||||||||||||
Net loss attributable to non-controlling interests (in Dollars) | $ 545,610 | $ 514,019 | |||||||||||||||||||||
Noncontrolling Interest [Member] | 1847 Goedeker [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Acquisition interest acquired | 95.00% | ||||||||||||||||||||||
Noncontrolling Interest [Member] | 1847 Asien [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Acquisition interest acquired | 92.50% | ||||||||||||||||||||||
Noncontrolling interest, ownership percentage | 5.00% | 5.00% | 5.00% | ||||||||||||||||||||
Net loss attributable to non-controlling interests (in Dollars) | $ 18,479 | ||||||||||||||||||||||
Noncontrolling Interest [Member] | 1847 Cabinet [Member] | |||||||||||||||||||||||
Shareholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||
Noncontrolling interest, ownership percentage | 7.50% | 7.50% | 7.50% | ||||||||||||||||||||
Net loss attributable to non-controlling interests (in Dollars) | $ 28,538 |
Shareholders' Equity (Deficit_3
Shareholders' Equity (Deficit) (Details) - Schedule of warrant activity - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | |||
Number of Common Stock Warrants, Outstanding, Beginning | 2,632,278 | ||
Weighted average exercise price, Outstanding, Beginning | $ 2.5 | ||
Weighted average life, Outstanding, Beginning | 2 years 9 months 3 days | ||
Intrinsic value of Warrants, Outstanding, Beginning | |||
Number of Common Stock Warrants, Granted | 1,818,182 | 2,882,278 | 200,000 |
Weighted average exercise price Granted | $ 2.5 | $ 2.39 | $ 1.25 |
Weighted average life (years) Granted | 3 years | 3 years 2 months 12 days | 5 years |
Intrinsic value of Warrants Granted | |||
Number of Common Stock Warrants Exercised | (180,000) | ||
Weighted average exercise price Exercised | $ 1.25 | ||
Weighted average life (years) Exercised | |||
Intrinsic value of Warrants Exercised | |||
Number of Common Stock Warrants Canceled | |||
Weighted average exercise price Canceled | $ 1.25 | ||
Weighted average life (years) Canceled | |||
Intrinsic value of Warrants Canceled | |||
Number of Common Stock Warrants Outstanding, Ending | 4,450,460 | 2,632,278 | |
Weighted average exercise price Outstanding, Ending | $ 2.5 | $ 2.5 | |
Weighted average life (years) Outstanding, Ending | 2 years 2 months 15 days | ||
Intrinsic value of Warrants Outstanding, Ending | |||
Number of Common Stock Warrants Exercisable | 4,450,460 | 2,632,278 | |
Weighted average exercise price Exercisable | $ 2.5 | $ 2.5 | |
Weighted average life (years) Exercisable | 2 years 2 months 15 days | 2 years 9 months 3 days | |
Intrinsic value of Warrants Exercisable |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Schedule of future minimum lease payments | Sep. 30, 2021USD ($) |
Schedule of future minimum lease payments [Abstract] | |
2021 (remainder of year) | $ 11,962 |
2022 | 143,541 |
2023 | 143,541 |
2024 | 143,541 |
2025 | 143,541 |
2026 | 143,541 |
2027 | 134,409 |
Total lease payments | $ 864,076 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - Schedule of supplemental disclosures of cash flow information - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of supplemental disclosures of cash flow information [Abstract] | ||||
Interest paid | $ 139,016 | $ 415,451 | $ 413,894 | |
Income tax paid | ||||
Business combinations: | ||||
Current Assets | 5,201,957 | 1,734,663 | 2,255,479 | |
Intangible assets | 1,848,000 | 4,030,000 | ||
Deferred tax liability | 157,052 | 635,000 | ||
Preliminary goodwill | 1,690,915 | 1,720,726 | ||
Deferred tax liability | (325,000) | |||
Assumed liabilities | (111,442) | (3,195,726) | 17,500 | |
Cash acquired in acquisitions, net of working capital adjustment | 1,174,654 | 1,268,285 | 1,631,285 | |
Financing: | ||||
Due to seller (net cash paid to seller after closing) | 944,055 | 233,000 | 4,622,792 | |
Note payable seller | 850,000 | 855,000 | 1,353,979 | |
Common Shares | ||||
Deemed Dividend related to issuance of Preferred stock | 1,527,086 | |||
Additional Paid-in Capital – common shares and warrants issued | 757,772 | |||
Common stock | 415 | |||
Additional Paid in Capital | 829,585 | |||
Operating lease, ROU assets and liabilities | $ 466,294 | $ 373,916 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 12, 2021 | Oct. 08, 2021 | Oct. 08, 2021 | Apr. 05, 2019 | Mar. 29, 2022 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 26, 2021 | Oct. 26, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 07, 2020 | Sep. 02, 2020 |
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Stock purchase agreement, description | 1847 Cabinet acquired all of the issued and outstanding capital stock or other equity securities of High Mountain and Sierra Homes from the H&S Sellers for an aggregate purchase price of $16,567,845, after certain adjustments made at closing and subject to additional post-closing adjustments as described below. The purchase price consists of (i) $10,687,500 in cash and (ii) the issuance by 1847 Cabinet of 6% subordinated convertible promissory notes in the aggregate principal amount of $5,880,345. | 1847 Wolo agreed to acquire all of the issued and outstanding capital stock of Wolo for an aggregate purchase price of $7,400,000, subject to adjustment as described below. The purchase price consists of (i) $6,550,000 in cash and (ii) a 6% secured promissory note in the aggregate principal amount of $850,000. | |||||||||||||||
Price per share (in Dollars per share) | $ 1.65 | $ 1.9 | $ 1.9 | $ 1.9 | |||||||||||||
InterestRatePerAnnum | 16.00% | ||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Principal amount | $ 647,253 | $ 24,860,000 | |||||||||||||||
Aggregate note discount | 497,200 | ||||||||||||||||
Aggregate of purchase price | 24,362,800 | ||||||||||||||||
Debt expenses | $ 742,825 | ||||||||||||||||
Interest rate, description | The notes bear interest at a rate per annum equal to the greater of (i) 4.75% plus the U.S. Prime Rate that appears in The Wall Street Journal from time to time or (ii) 8%; provided that, upon an event of default (as defined in the notes), such rate shall increase to 24% or the maximum legal rate. | ||||||||||||||||
Prepayment fee percentage | 10.00% | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 2.5 | $ 1.75 | |||||||||||||||
Outstanding percentage | 4.99% | ||||||||||||||||
Warrant, description. | the Company issued to Leonite a five-year warrant for the purchase of 250,000 common shares with an exercise price of $0.01 per share and a five-year warrant for the purchase of 500,000 common shares with an exercise price of $2.50 per share. | ||||||||||||||||
Subsidiary Equity Issuance, description | In connection with the loan made by Leonite, the Company also issued to Leonite a number of shares or membership units, as applicable, representing a 7.50% fully-diluted ownership interest in each of High Mountain and Sierra Homes. As a result, 1847 Cabinet owns 92.5% of each of these subsidiaries. | ||||||||||||||||
Purchase price unit | $ 3,000,000 | ||||||||||||||||
Exceeds an aggregate amount | $ 10,000 | $ 56,900 | |||||||||||||||
Losses | 100,000 | ||||||||||||||||
Certain non-fundamental representations and warranties | 1,825,000 | ||||||||||||||||
Management fee | $ 103,022 | $ 0 | $ 9 | $ 0 | $ 0 | ||||||||||||
Debt instruments, description | (i) beginning on May 1, 2021 and ending on March 1, 2022, eleven (11) equal monthly principal payments of $43,750 each, (ii) beginning on April 1, 2022 and ending on March 1, 2024, twenty-four (24) equal monthly payments of $59,167 each and (iii) on April 1, 2024, a final principal payment in the amount of $1,648,742. In addition, beginning on June 1, 2022 and on each anniversary thereof thereafter until such time as the term loan is repaid in full, 1847 Wolo and Wolo must pay an additional principal payment equal to 50% of the excess cash flow (as defined in the credit agreement), if any. If Sterling has not received the full amount of any monthly payment on or before the date it is due (including as a result of funds not available to be automatically debited on the date on which any such payment is due), 1847 Wolo and Wolo must pay a late fee in an amount equal to six percent (6%) | ||||||||||||||||
Sold an aggregate of units (in Shares) | 1,818,182 | 442,443 | 2,189,835 | 2,189,835 | |||||||||||||
Warrant to purchase | 10 years | 3 years | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | $ 1.25 | |||||||||||||||
Fixed price per share (in Dollars per share) | $ 1.57 | ||||||||||||||||
Dividend payment per share (in Dollars per share) | $ 1.57 | ||||||||||||||||
Common stock, shares issued (in Shares) | 4,842,851 | 4,444,013 | 3,165,625 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Unpaid interest rate | 6.00% | ||||||||||||||||
Price per share (in Dollars per share) | $ 2.5 | $ 2.5 | |||||||||||||||
Amended and restated offsetting management services agreement, description | 1847 Cabinet and the Manager entered into an amended and restated offsetting management services agreement to amend certain terms of the offsetting management services agreement described in Note 14 above. Pursuant to the amended and restated offsetting management services, the quarterly management fee was increased to $125,000 or 2% of adjusted net assets. | ||||||||||||||||
Principal amount | $ 15,955,325 | ||||||||||||||||
Amortizing promissory note, description | Asien and the Asien’s Seller entered into amendment no. 1 to securities purchase agreement to amend certain terms of the securities purchase agreement and the 6% amortizing promissory note described in Note 11. Pursuant to the amendment, the repayment terms of the 6% amortizing promissory note were revised so that one-half (50%) of the outstanding principal amount ($518,750) and all accrued interest thereon shall be amortized on a two-year straight-line basis and payable quarterly in accordance with the amortization schedule set forth on Exhibit A to the amendment, except for the payments that were initially scheduled on January 1, 2022 and April 1, 2022, which were paid from the proceeds of the senior convertible promissory notes described below, and the second-half (50%) of the outstanding principal amount ($518,750) and all accrued, but unpaid interest thereon shall be paid on the second anniversary of the date of the 6% amortizing promissory note, along with any other unpaid principal or accrued interest thereon. | ||||||||||||||||
Principal amount | $ 24,860,000 | ||||||||||||||||
Aggregate of purchase price | $ 3,000,000 | ||||||||||||||||
Purchase price unit | $ 1.65 | ||||||||||||||||
Repayment of debt, description | On October 8, 2021, the revolving loan from Arvest Bank was terminated and paid off for $301,240 (see Note 11).On October 8, 2021, the 6% secured promissory note issued to the Asien’s Seller was paid down by $138,593 (See Note 11).On October 8, 2021, the 6% secured promissory note issued to the Wolo Sellers was repaid in full (See Note 11). On October 8, 2021, the revolving loan and the term loan from Sterling were repaid in full (See Note 11).On October 8, 2021, the grid note issued to the Manager was repaid in full and terminated (see Note 14). | ||||||||||||||||
Management fee | $ 75,000 | ||||||||||||||||
Management fee is equal to greater, percentage | 2.00% | ||||||||||||||||
Sold an aggregate of units (in Shares) | 1,818,182 | ||||||||||||||||
Offering price amount | $ 3,000,000 | ||||||||||||||||
Subscription agreement, description | the Company entered into a subscription agreement with 1847 Wolo, pursuant to which 1847 Wolo issued to the Company 1,000 shares of its series A preferred stock, for gross proceeds to 1847 Wolo of $3,000,000. The series A preferred stock has no voting rights and is not convertible into the common stock or any other securities of 1847 Wolo. Dividends at the rate per annum of 16.0% of the stated value of $3,000 per share shall accrue on the series A preferred stock (subject to adjustment) and shall accrue from day to day, whether or not declared, and shall be cumulative. Accruing dividends are payable quarterly in arrears on each of the following dividend payment dates: January 15, April 15, July 15 and October 15 beginning on April 15, 2021. Upon any liquidation, dissolution or winding up of 1847 Wolo, before any payment shall be made to the holders of 1847 Wolo’s common stock, the series A preferred stock then outstanding shall be entitled to be paid out of the funds and assets available for distribution to 1847 Wolo’s stockholders an amount per share equal to the stated value of $3,000 per share, plus any accrued, but unpaid dividends. | ||||||||||||||||
High Mountain [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Net proceeds | $ 23,619,975 | ||||||||||||||||
Sierra Homes [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Net proceeds | $ 10,687,500 | ||||||||||||||||
6% Subordinated Convertible Promissory Notes [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Stock purchase agreement, description | As noted above, a portion of the purchase price for the acquisition of High Mountain and Sierra Homes was paid by the issuance of 6% subordinated convertible promissory notes in the aggregate principal amount of $5,880,345 by 1847 Cabinet to the H&S Sellers. The notes bear interest at a rate of six percent (6%) per annum and are due and payable on October 8, 2024; provided that upon an event of default (as defined in the notes), such interest rate shall increase to ten percent (10%) per annum. 1847 Cabinet may prepay the notes in whole or in part, without penalty or premium, upon ten (10) business days prior written notice to the holders of the notes. | ||||||||||||||||
6% Secured Promissory Note [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Stock purchase agreement, description | As noted above, a portion of the purchase price for Wolo was paid by the issuance of a 6% secured promissory note in the principal amount of $850,000 by 1847 Wolo to the Wolo Sellers. Interest on the outstanding principal amount will be payable quarterly at the rate of six percent (6%) per annum. The note matures on the 39-month anniversary following the closing of the acquisition, at which time the outstanding principal amount of the note, along with all accrued, but unpaid interest, shall be paid in one lump sum. | ||||||||||||||||
Credit Agreement and Notes [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Aggregate note discount | $ 137,692 | ||||||||||||||||
Exceeds an aggregate amount | $ 3,550,000 | ||||||||||||||||
Credit agreement with sterling national bank, description | 1847 Wolo and Wolo entered into a credit Agreement with Sterling National Bank (“Sterling”) for (i) revolving loans in an aggregate principal amount that will not exceed the lesser of the borrowing base (as defined below) or $1,000,000 and (ii) a term loan in the principal amount of $3,550,000. The revolving loan is evidenced by a revolving credit note and the term loan is evidenced by a $3,550,000 term note. The “borrowing base” means an amount equal to the sum of the following: (A) 80% of eligible accounts (as defined in the credit agreement) PLUS (B) the lesser of: (1) 50% percent of eligible inventory (as defined in the credit agreement) or (2) $400,000.00, MINUS (C) such reserves as Sterling may establish from time to time in its sole discretion. | ||||||||||||||||
debt Interest rate | The “borrowing base” means an amount equal to the sum of the following: (A) 80% of eligible accounts (as defined in the credit agreement) PLUS (B) the lesser of: (1) 50% percent of eligible inventory (as defined in the credit agreement) or (2) $400,000, MINUS (C) such reserves as Sterling may establish from time to time in its sole discretion. Sterling has the right from time to time, in its sole discretion, to amend, substitute or modify the percentages set forth in the definition of borrowing base and the definition(s) of eligible accounts and eligible inventory. | ||||||||||||||||
Forecast [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Interest rate | 3.75% | ||||||||||||||||
Prime rate plus | 3.00% | ||||||||||||||||
debt Interest rate | 5.00% | ||||||||||||||||
Foregoing rate plus | 5.00% | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 3,000 | $ 1.9 | $ 1.9 | $ 1.9 | |||||||||||||
Preferred shares (in Shares) | 1,000 | ||||||||||||||||
Purchase price unit | $ 4,160,654 | ||||||||||||||||
Preferred shares outstanding (in Shares) | 4,450,460 | 2,632,278 | |||||||||||||||
Sold an aggregate of units (in Shares) | 2,189,835 | ||||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Preferred shares (in Shares) | 2,632,278 | ||||||||||||||||
Purchase price unit | $ 6,395,645 | ||||||||||||||||
Preferred shares outstanding (in Shares) | 1,818,182 | ||||||||||||||||
Series A senior convertible preferred stock [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 2 | ||||||||||||||||
Series A Senior Convertible Preferred Stock [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Preferred stock, shares designated (in Shares) | 4,450,460 | ||||||||||||||||
Common stock, shares issued (in Shares) | 398,838 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Ownership percentage | 9.99% | ||||||||||||||||
Paycheck Protection Program [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||
Loan amount | $ 380,385 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of disaggregated revenue - USD ($) | 3 Months Ended | 7 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of disaggregated revenue [Abstract] | ||
Appliance sales | $ 7,563,547 | |
Other sales | 61,675 | |
Total revenue | $ 1,120,224 | $ 7,625,222 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of disaggregated revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||
Total services | $ 3,379,655 | $ 4,201,414 |
Sales of parts and equipment | 3,322,944 | 2,178,611 |
Total revenue | 6,702,599 | 6,380,025 |
Trucking [Member] | ||
Revenues | ||
Total services | 923,398 | 1,579,660 |
Waste Hauling and Pumping [Member] | ||
Revenues | ||
Total services | 1,588,010 | 1,901,314 |
Repairs [Member] | ||
Revenues | ||
Total services | 464,475 | 377,004 |
Other [Member] | ||
Revenues | ||
Total services | $ 403,772 | $ 343,436 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of accounts receivable - USD ($) | 3 Months Ended | 7 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Accounts Receivable, Noncurrent, Past Due [Line Items] | ||
Other sales | $ 61,675 | |
Total revenue | $ 1,120,224 | $ 7,625,222 |
Construction Sales [Member] | ||
Accounts Receivable, Noncurrent, Past Due [Line Items] | ||
Construction sales | 1,120,224 | |
Other Sales [Member] | ||
Accounts Receivable, Noncurrent, Past Due [Line Items] | ||
Other sales |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment useful lives | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Building and Improvements [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 4 years | 4 years |
Minimum [Member] | Machinery and Equipment [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | 3 years |
Minimum [Member] | Tractors [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | |
Minimum [Member] | Trucks and Vehicles [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 3 years | 3 years |
Maximum [Member] | Machinery and Equipment [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 7 years | 7 years |
Maximum [Member] | Tractors [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 7 years | |
Maximum [Member] | Trucks and Vehicles [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Estimated useful lives of property and equipment | 6 years | 6 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of identifiable intangible assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Customer-Related [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Amortization Basis | Straight-line basis | Straight-line basis |
Customer-Related [Member] | Minimum [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Expected Life (years) | 5 years | 5 years |
Customer-Related [Member] | Maximum [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Expected Life (years) | 15 years | 15 years |
Marketing-Related [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Amortization Basis | Straight-line basis | Straight-line basis |
Expected Life (years) | 5 years | 5 years |
Business Segments (Details) -_2
Business Segments (Details) - Schedule of Business Segments - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||||||
Services | $ 3,379,655 | $ 4,201,414 | ||||
Sales of parts and equipment | 3,322,944 | 2,178,611 | ||||
Furniture and appliances revenue | $ 3,145,955 | $ 3,141,313 | $ 9,762,939 | $ 4,327,294 | 7,625,222 | |
Construction | 1,338,428 | 4,169,305 | 1,120,224 | |||
Total Revenue | 6,735,028 | 3,141,313 | 18,163,257 | 4,327,294 | 15,448,045 | 6,380,025 |
Total cost of sales | 4,573,123 | 2,429,714 | 12,348,594 | 3,353,608 | 9,406,228 | 1,830,067 |
Total operating expenses | 8,564,223 | 5,868,713 | ||||
Loss from operations | (2,522,406) | (1,318,755) | ||||
Retail & Appliances [Member] | ||||||
Revenue | ||||||
Services | ||||||
Sales of parts and equipment | ||||||
Furniture and appliances revenue | 7,625,222 | |||||
Construction | ||||||
Total Revenue | 7,625,222 | |||||
Total cost of sales | $ 2,300,664 | $ 2,429,714 | $ 7,409,913 | $ 3,353,608 | 5,866,414 | |
Total operating expenses | 1,986,775 | |||||
Loss from operations | (227,967) | |||||
Land Management Services [Member] | ||||||
Revenue | ||||||
Services | 3,379,655 | 4,201,414 | ||||
Sales of parts and equipment | 3,322,944 | 2,178,611 | ||||
Furniture and appliances revenue | ||||||
Construction | ||||||
Total Revenue | 6,702,599 | 6,380,025 | ||||
Total cost of sales | 2,874,792 | 1,830,067 | ||||
Total operating expenses | 5,000,313 | 5,707,272 | ||||
Loss from operations | (1,172,506) | (1,157,314) | ||||
Corporate Services [Member] | ||||||
Revenue | ||||||
Services | ||||||
Sales of parts and equipment | ||||||
Furniture and appliances revenue | ||||||
Construction | ||||||
Total Revenue | ||||||
Total cost of sales | ||||||
Total operating expenses | 896,095 | 161,441 | ||||
Loss from operations | (896,095) | (161,441) | ||||
Construction [Member] | ||||||
Revenue | ||||||
Services | ||||||
Sales of parts and equipment | ||||||
Furniture and appliances revenue | ||||||
Construction | 1,120,224 | |||||
Total Revenue | 1,120,224 | |||||
Total cost of sales | 665,022 | |||||
Total operating expenses | 681,040 | |||||
Loss from operations | $ (225,838) |
Cash Equivalents and Investme_4
Cash Equivalents and Investments (Details) - Schedule of cash and cash equivalents - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and cash equivalents | |||
Operating accounts | $ 1,393,369 | $ 174,290 | |
Restricted accounts | 403,811 | ||
Subtotal | 1,797,180 | 174,290 | |
Held to Maturity Investments | |||
Restricted accounts - certificates of deposit (4 – 24 month maturities, FDIC insured) | 276,540 | 276,270 | |
Subtotal | $ 276,540 | 276,270 | |
TOTAL | $ 2,073,450 | $ 174,290 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of major classes of assets and liabilities of the discontinued operations - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of major classes of assets and liabilities of the discontinued operations [Abstract] | |||
Cash | $ 416,831 | $ 64,470 | |
Accounts receivable, net | 334,095 | 1,862,086 | |
Vendor deposits | 294,960 | ||
Inventories, net | 305,080 | 1,380,090 | |
Prepaid expenses and other current assets | 268,602 | 892,796 | |
Total current assets – discontinued operations | 1,324,608 | 4,494,402 | |
Property and equipment, net | 1,925,844 | 185,606 | |
Operating lease right of use assets | 2,000,755 | ||
Goodwill | 22,166 | 4,976,016 | |
Intangible assets, net | 7,933 | 1,878,844 | |
Deferred tax asset | 698,303 | ||
Other assets | 45,000 | ||
Total noncurrent assets | 2,457,770 | 9,784,524 | |
Accounts payable and accrued expenses | 484,852 | 2,465,220 | |
Current portion of operating lease liability | 67,725 | 422,520 | |
Advances, related party | 137,500 | ||
Lines of credit | 1,250,930 | ||
Notes payable – current portion | 446,545 | 2,068,175 | |
Warrant liability | 122,344 | ||
Convertible promissory note – current portion | 584,943 | ||
Customer deposits | 4,164,296 | ||
Total current liabilities – discontinued operations | 999,122 | 11,215,928 | |
Operating lease liability – long term, net of current portion | 1,578,235 | ||
Notes payable – long term, net of current portion | 4,187,376 | 2,231,469 | |
Contingent note payable | 49,248 | ||
Total long term liabilities – discontinued operations | $ 5,981,467 | $ 3,858,952 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of consolidated statements of operations from discontinued operations - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Oct. 23, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES | |||||||||
Furniture and appliances revenue | $ 34,668,113 | $ 42,715,266 | |||||||
OPERATING EXPENSES | |||||||||
Cost of sales | 28,596,127 | 35,613,453 | |||||||
Personnel costs | 2,909,752 | 4,715,687 | |||||||
Depreciation and amortization | $ 547,656 | $ 62,662 | 271,036 | 276,914 | $ 1,447,077 | $ 1,352,872 | |||
General and administrative | 4,608,434 | 7,022,720 | |||||||
TOTAL OPERATING EXPENSES | 7,789,221 | 47,628,774 | |||||||
NET LOSS FROM OPERATIONS | (1,717,238) | (4,919,059) | |||||||
OTHER INCOME (EXPENSE) | |||||||||
Financing costs | (520,160) | (757,646) | |||||||
Loss on extinguishment of debt | (1,756,095) | ||||||||
Interest expense, net | (683,211) | (604,909) | |||||||
Loss on acquisition receivable | (809,000) | ||||||||
Change in warrant liability | 106,900 | (2,127,656) | $ 106,900 | ||||||
Interest income | 9,674 | ||||||||
Other income (expense) | 15,010 | ||||||||
TOTAL OTHER INCOME (EXPENSE) | (1,049,215) | (6,045,632) | |||||||
NET LOSS BEFORE INCOME TAXES | $ (5,073,901) | 240,405 | (12,717,710) | (2,766,453) | (10,964,691) | (10,964,688) | (2,766,453) | ||
INCOME TAX BENEFIT | (698,303) | (698,303) | |||||||
NET LOSS BEFORE NON-CONTROLLING INTERESTS | (2,068,150) | (11,662,984) | |||||||
LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | $ 1,669,777 | $ (108,182) | $ 3,260,361 | (620,445) | (4,491,222) | $ (4,491,220) | $ (620,445) | ||
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS | $ (1,447,705) | $ (7,172,772) |
Discontinued Operations (Deta_4
Discontinued Operations (Details) - Schedule of consolidated statements of cash flows relating to discontinued operations - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Oct. 23, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities of discontinued operations: | |||||||||
Net loss | $ 4,200,725 | $ (240,405) | $ 10,407,781 | $ (11,662,994) | $ (2,068,152) | $ 11,662,991 | $ 2,068,150 | ||
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 | $ (106,900) | 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 operations | 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 | 644,303 | (17,902) | (51,059) | (2,200) | (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 | $ (208,693) | $ 4,807,116 | $ 4,981,959 | $ 2,772,723 | $ 4,981,959 | $ 2,772,723 |
Receivables (Details) - Schedul
Receivables (Details) - Schedule of receivables - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of receivables [Abstract] | |||
Credit card payments in process of settlement | $ 137,489 | $ 158,924 | |
Trade receivables from customers | 715,410 | 620,370 | |
Total receivables | 874,334 | 620,370 | |
Allowance for doubtful accounts | (14,614) | (29,001) | |
Accounts receivable, net | $ 859,720 | $ 591,369 |
Inventories (Details) - Sched_2
Inventories (Details) - Schedule of inventory - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Subtotal | $ 2,509,204 | $ 261,887 |
Allowance for inventory obsolescence | (181,371) | (26,545) |
Inventories, net | 2,327,833 | 235,342 |
Machinery and Equipment [Member] | ||
Inventory [Line Items] | ||
Subtotal | 331,935 | 119,444 |
Parts [Member] | ||
Inventory [Line Items] | ||
Subtotal | 147,999 | 142,443 |
Appliances [Member] | ||
Inventory [Line Items] | ||
Subtotal | $ 2,029,270 |
Property and Equipment (Detai_3
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 7,116,549 | $ 6,858,168 |
Less: Accumulated depreciation | (4,792,202) | (3,676,347) |
Property and equipment, net | 2,324,347 | 3,181,821 |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 47,939 | 5,338 |
Equipment and machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 3,127,158 | 3,019,638 |
Trucks [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,578,296 | 2,694,888 |
Trucks and other vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,363,156 | $ 1,138,304 |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Accumulated amortization | $ (4,792,202) | $ (3,676,347) |
Marketing related identifiable intangible assets, net | 759,886 | |
Total Identifiable intangible assets, net | 3,893,400 | 14,733 |
Customer relationship identifiable intangible assets, net | 3,133,514 | 14,733 |
Customer Relationships [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Identifiable intangible assets, gross | 3,223,000 | 34,000 |
Accumulated amortization | (89,486) | (19,267) |
Marketing Related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Identifiable intangible assets, gross | 841,000 | |
Accumulated amortization | $ (81,114) |
Intangible Assets (Details) -_4
Intangible Assets (Details) - Schedule of annual amortization expense - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of annual amortization expense [Abstract] | ||
2021 | $ 182,427 | $ 397,988 |
2022 | 729,708 | 392,321 |
2023 | 729,708 | 391,188 |
2024 | 729,678 | 391,173 |
2025 | 596,529 | 258,169 |
Thereafter | $ 2,302,766 | 2,062,561 |
Total | $ 3,893,400 |
Acquisitions (Details) - Sche_5
Acquisitions (Details) - Schedule of preliminary analysis for the Goedeker asset purchase - Goedeker [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Purchase consideration at final fair value: | |
Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs | $ 3,422,398 |
Contingent note payable | 81,494 |
Non-controlling interest | 979,523 |
Amount of consideration | 4,483,415 |
Assets acquired and liabilities assumed at fair value | |
Accounts receivable | 334,446 |
Inventories | 1,851,251 |
Working capital adjustment receivable and other assets | 1,104,863 |
Property and equipment | 216,286 |
Customer related intangibles | 749,000 |
Marketing related intangibles | 1,368,000 |
Accounts payable and accrued expenses | (3,929,876) |
Customer deposits | (2,308,307) |
Net tangible assets acquired (liabilities assumed) | (614,337) |
Total net assets acquired (liabilities assumed) | (614,337) |
Consideration paid | 4,483,415 |
Goodwill | $ 5,097,752 |
Acquisitions (Details) - Sche_6
Acquisitions (Details) - Schedule of preliminary analysis for the Asien's purchase - Asiens [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Purchase Consideration at fair value: | ||
Common shares | $ 1,037,500 | $ 1,037,500 |
Notes payable | 855,000 | 855,000 |
Due to seller | 233,000 | 233,000 |
Amount of consideration | 2,125,500 | 2,125,500 |
Assets acquired and liabilities assumed at fair value | ||
Cash | 1,501,285 | 1,501,285 |
Accounts receivable | 235,746 | 235,746 |
Inventories | 1,457,489 | 1,457,489 |
Other current assets | 41,427 | 41,427 |
Deferred tax asset | 11,653 | |
Property and equipment | 157,052 | 157,052 |
Customer related intangibles | 462,000 | 462,000 |
Marketing related intangibles | 547,000 | 547,000 |
Accounts payable and accrued expenses | (280,752) | (280,752) |
Customer deposits | (2,405,703) | (2,405,703) |
Notes payable | 509,272 | (509,272) |
Other liabilities | (23,347) | |
Net assets acquired | 1,182,925 | 1,182,925 |
Total net assets acquired | 1,182,925 | 1,171,272 |
Consideration paid | 2,125,500 | 2,125,500 |
Goodwill | $ 942,575 | $ 942,575 |
Acquisitions (Details) - Sche_7
Acquisitions (Details) - Schedule of preliminary analysis for the Kyle’s Acquisition - Kyle’s Acquisition [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Purchase Consideration at fair value: | ||
Common shares | $ 3,675,000 | $ 3,675,000 |
Notes payable | 498,979 | 498,979 |
Due to seller | 4,389,792 | |
Amount of consideration | 8,563,771 | 8,563,771 |
Assets acquired and liabilities assumed at fair value | ||
Cash | 130,000 | 130,000 |
Accounts receivable | 385,095 | 385,095 |
Costs in excess of billings | 122,016 | 122,016 |
Other current assets | 13,707 | 13,707 |
Property and equipment | 200,737 | 200,737 |
Customer related intangibles | 2,727,000 | 2,727,000 |
Marketing related intangibles | 294,000 | 294,000 |
Accounts payable and accrued expenses | (263,597) | (263,597) |
Billings in excess of costs | (43,428) | (43,428) |
Other liabilities | (49,000) | |
Net tangible assets acquired | 3,516,530 | 3,516,530 |
Total net assets acquired | 3,516,530 | |
Consideration paid | 8,563,771 | 8,563,771 |
Goodwill | $ 5,047,241 | $ 5,047,243 |
Acquisitions (Details) - Sche_8
Acquisitions (Details) - Schedule of income statement - Business Acquisitions [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Condensed Income Statements, Captions [Line Items] | ||||||||
Revenues, net | $ 20,521,944 | $ 17,163,879 | $ 24,376,944 | $ 23,849,214 | ||||
Net income (loss) | $ (1,794,399) | $ (671,350) | $ (1,402,208) | $ (230,704) | ||||
Basic earnings (loss) per share | $ (0.38) | $ (0.16) | $ (0.31) | $ (0.05) | ||||
Diluted earnings (loss) per share | $ (0.38) | $ (0.16) | $ (0.31) | $ (0.05) | ||||
Basic Number of Shares | 4,718,671 | [1] | 4,309,526 | [1] | 4,561,840 | [2] | 4,230,625 | [2] |
Diluted Number of Shares | 4,718,671 | [1] | 4,309,526 | [1] | 4,561,840 | [2] | 4,230,625 | [2] |
[1] | shares assuming as if issued as of January 1. | |||||||
[2] | shares assuming as if issued as of Jan 1. |
Floor Plan Loans Payable (Detai
Floor Plan Loans Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Floor Plan Loans Payable [Abstract] | ||
Machinery and equipment inventory | $ 0 | $ 10,581 |
Financing Lease (Details)
Financing Lease (Details) - Master Lease Agreement [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 29, 2020 | Oct. 31, 2017 | Mar. 03, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 03, 2018 | |
Financing Lease (Details) [Line Items] | ||||||
Proceeds from capital lease | $ 980,000 | $ 3,240,000 | ||||
Lease outstanding | $ 475,000 | |||||
Lease payable beginning | $ 12,882 | |||||
Lease payable ending | $ 38,000 | |||||
Capital lease term | 51 months | |||||
Lease rent monthly | $ 25,807 | |||||
Capital lease transaction | $ 568,597 | |||||
Issuance costs | $ 23,360 | $ 11,055 |
Operating Leases (Details) - _5
Operating Leases (Details) - Schedule of supplemental balance sheet information - Neese [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases (Details) - Schedule of supplemental balance sheet information [Line Items] | ||
Operating lease right-of-use lease asset | $ 624,157 | $ 624,157 |
Accumulated amortization | (122,330) | (59,077) |
Net balance | 501,827 | 565,080 |
Lease liability, current portion | 67,725 | 63,253 |
Lease liability, long term | 434,102 | 501,827 |
Total operating lease liabilities | $ 501,827 | $ 565,080 |
Weighted Average Remaining Lease Term – operating leases | 74 months | 86 months |
Weighted Average Discount Rate – operating leases | 6.85% | 6.85% |
Operating Leases (Details) - _6
Operating Leases (Details) - Schedule of future minimum lease payments - Neese [Member] | Dec. 31, 2020USD ($) |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2021 | $ 100,000 |
2022 | 100,000 |
2023 | 100,000 |
2024 | 100,000 |
2025 | 100,000 |
Thereafter | 116,667 |
Total lease payments | 616,667 |
Less imputed interest | (114,840) |
Maturities of lease liabilities | $ 501,827 |
Operating Leases (Details) - Su
Operating Leases (Details) - Supplemental balance sheet information related to leases - Kyle's [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases (Details) - Supplemental balance sheet information related to leases [Line Items] | ||
Operating lease right-of-use lease asset | $ 735,074 | $ 373,916 |
Accumulated amortization | 68,164 | (15,931) |
Net balance | 666,910 | 357,985 |
Lease liability, current portion | 112,120 | 66,803 |
Lease liability, long term | 558,181 | 291,182 |
Total operating lease liabilities | $ 670,301 | $ 357,985 |
Weighted Average Remaining Lease Term – operating leases | 55 months | 44 months |
Weighted Average Discount Rate – operating leases | 5.50% | 5.50% |
Operating Leases (Details) - _7
Operating Leases (Details) - Schedule of future minimum lease payments - Kyle's [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | ||
2021 | $ 48,314 | $ 84,840 |
2022 | 167,973 | 86,520 |
2023 | 171,282 | 87,385 |
2023 | 175,529 | 89,116 |
2025 | 148,416 | 59,410 |
Total lease payments | 764,072 | 407,271 |
Less imputed interest | (93,771) | (49,286) |
Maturities of lease liabilities | $ 670,301 | $ 357,985 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details) - Schedule of option | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Schedule of option [Abstract] | |
Number of Options, Outstanding | shares | |
Weighted Average Exercise Price, Outstanding | $ / shares | |
Weighted Average Contractual Term in Years, Outstanding | |
Number of Options, Granted | shares | 90,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.5 |
Weighted Average Contractual Term in Years, Granted | 5 years |
Number of Options, Exercised | shares | 77,500 |
Weighted Average Exercise Price, Exercised | $ / shares | $ 2.5 |
Weighted Average Contractual Term in Years, Exercised | |
Number of Options, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Contractual Term in Years, Forfeited | |
Number of Options, Cancelled | shares | (12,500) |
Weighted Average Exercise Price, Cancelled | $ / shares | $ 2.5 |
Weighted Average Contractual Term in Years, Cancelled | |
Number of Options, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Contractual Term in Years, Expired | |
Number of Options, Outstanding | shares | |
Weighted Average Exercise Price, Outstanding | $ / shares | |
Weighted Average Contractual Term in Years, Outstanding | |
Number of Options, Exercisable | shares | |
Weighted Average Exercise Price, Exercisable | $ / shares | |
Weighted Average Contractual Term in Years, Exercisable |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) (Details) - Schedule of warrant - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | |||
Number of Common Stock Warrants, Outstanding | 2,632,278 | 200,000 | |
Weighted average exercise price, Outstanding | $ 2.5 | $ 1.25 | |
Weighted average life (years), Outstanding | 2 years 9 months 3 days | ||
Number of Common Stock Warrants, Granted | 1,818,182 | 2,882,278 | 200,000 |
Weighted average exercise price, Granted | $ 2.5 | $ 2.39 | $ 1.25 |
Weighted average life (years), Granted | 3 years | 3 years 2 months 12 days | 5 years |
Number of Common Stock Warrants, Exercised | (180,000) | ||
Weighted average exercise price, Exercised | $ 1.25 | ||
Weighted average life (years), Exercised | |||
Number of Common Stock Warrants, Canceled | (230,000) | ||
Weighted average exercise price, Canceled | $ 1.25 | ||
Weighted average life (years), Canceled | |||
Number of Common Stock Warrants, Outstanding | 2,632,278 | 200,000 | |
Weighted average exercise price, Outstanding | $ 2.5 | $ 1.25 | |
Weighted average life (years), Outstanding | 2 years 9 months 3 days | 4 years 3 months 3 days | |
Intrinsic value of Warrants, Outstanding | |||
Number of Common Stock Warrants, Exercisable | 4,450,460 | 2,632,278 | |
Weighted average exercise price, Exercisable | $ 2.5 | $ 2.5 | |
Weighted average life (years), Exercisable | 2 years 2 months 15 days | 2 years 9 months 3 days | |
Intrinsic value of Warrants, Exercisable |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
net operating loss carry forwards | $ 349,000 | $ 2,297,000 |
Cumulative tax effect description | The cumulative tax effect at the expected rate of 26.3% and 26.3% of significant items comprising the Company’s net deferred tax amount is as follows: | |
Net cumulative current deferred tax asset | $ 324,000 | |
Net cumulative long-term deferred tax liability | 324,000 | |
Accrued interest and penalties | $ 0 | $ 0 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of components for the provision of income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of components for the provision of income taxes [Abstract] | ||
Current Federal and State | $ (102,200) | $ 16,500 |
Deferred Federal and State | 368,600 | (1,218,900) |
Total (benefit) provision for income taxes | $ 266,400 | $ (1,202,400) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation of the statutory US Federal income tax rate to the Company’s effective income tax rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation of the statutory US Federal income tax rate to the Company’s effective income tax rate [Abstract] | ||
Federal tax | 21.00% | 21.00% |
State tax | 4.50% | 5.50% |
Discontinued operations | (4.80%) | 0.00% |
Permanent items | (1.60%) | (0.20%) |
Valuation Allowance | (21.70%) | 0.00% |
Other | 0.80% | 0.00% |
Effective income tax rate | (1.90%) | 26.30% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of major components of deferred tax assets and liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Receivables | $ 4,000 | $ 8,000 |
Related party accruals | 204,000 | 156,000 |
Inventory obsolescence | 53,000 | 115,000 |
Sales return reserve | 48,000 | 51,000 |
Business interest limitation | 185,000 | 343,000 |
Lease liability | 241,000 | |
Other | 55,000 | 8,000 |
Loss carryforward | 174,000 | 624,000 |
Valuation Allowance | (364,000) | |
Total deferred tax assets | 600,000 | 1,305,000 |
Deferred tax liabilities | ||
Fixed assets | (359,000) | (652,000) |
Intangibles | (241,000) | (18,000) |
Total deferred tax liabilities | (600,000) | (670,000) |
Total net deferred income tax assets (liabilities) | $ 635,000 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of prepaid and deferred tax assets and liabilities - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of prepaid and deferred tax assets and liabilities [Abstract] | ||||
Prepaid income taxes (accrued tax liability) | $ 39,000 | $ (24,000) | ||
Deferred tax asset (liability) | 635,000 | $ 157,052 | ||
Income tax (benefit)/expense | $ 267,000 | $ (1,202,000) |
Supplemental Disclosures of C_4
Supplemental Disclosures of Cash Flow Information (Details) - Schedule of supplemental disclosures of cash flow information - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of supplemental disclosures of cash flow information [Abstract] | ||||
Interest paid | $ 139,016 | $ 415,451 | $ 413,894 | |
Income tax paid | ||||
Current assets | 5,201,957 | 1,734,663 | 2,255,479 | |
Property and equipment | 357,789 | |||
Intangibles | 1,848,000 | 4,030,000 | ||
Goodwill | 5,989,818 | |||
Assumed liabilities | (3,575,100) | |||
Cash acquired in acquisitions | 1,174,654 | 1,268,285 | 1,631,285 | |
Due to seller (cash paid to seller day after closing) | 944,055 | 233,000 | 4,622,792 | |
Line of credit | 586,097 | |||
Debt discount on line of credit | 111,442 | 3,195,726 | (17,500) | |
Issuance of common shares on promissory note | ||||
Line of credit, net | 568,597 | |||
Convertible Promissory Note | 850,000 | 855,000 | 1,353,979 | |
Common Shares | 1,115 | |||
Deemed Dividend related to issuance of Preferred stock | 3,051,478 | |||
1847 Goedeker Spin-Off Dividend | 283,257 | |||
Distribution – Allocation shares | 5,985,000 | |||
Distribution receivable – Allocation shares | 2,000,000 | |||
Additional Paid-in Capital – common shares and warrants issued | 4,711,385 | 430,173 | ||
Operating lease, ROU assets and liabilities | $ 466,294 | $ 373,916 |
Distribution (Details)
Distribution (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Distribution (Details) [Line Items] | ||||
Original equity interest rate | 100.00% | |||
Receive profit rate | 20.00% | 20.00% | ||
Distribution allocation shares (in Shares) | 664,993 | |||
Fair value amount | $ 5,985,000 | |||
Determined number of shares (in Shares) | 443,331 | 443,331 | ||
Determined number of shares fair value | $ 3,990,000 | $ 3,990,000 | ||
Distribution allocation shares | 5,985,000 | $ 5,985,000 | ||
Distribution returnable amount | $ 1,995,000 | |||
Distribution of Goedeker’s [Member] | ||||
Distribution (Details) [Line Items] | ||||
Additional consideration description | the Company completed the distribution of Goedeker’s stock then held by it. The common shareholders of the Company received an aggregate of 2,660,007 shares of the common stock of Goedeker, which were distributed on a pro rata basis at a ratio of 0.710467618568632 shares of Goedeker’s common stock for each common share of the Company held on the record date, and the Manager, as the sole holder of the allocation shares, received 664,993 shares of the common stock of Goedeker, which it then distributed to its members. |