Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | 1847 HOLDINGS LLC |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 9 |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | $ 1,638,924 | $ 1,383,533 | |
Investments | 276,691 | 276,429 | |
Receivables, net | 3,918,814 | 3,378,996 | |
Contract assets | 69,735 | 88,466 | |
Inventories, net | 5,805,494 | 5,427,302 | |
Prepaid expenses and other current assets | 270,537 | 582,048 | |
Total Current Assets | 11,980,195 | 11,136,774 | |
Property and equipment, net | 1,920,967 | 1,695,311 | |
Operating lease right-of-use assets | 3,094,573 | 3,192,604 | |
Goodwill | 19,452,270 | 19,452,270 | |
Intangible assets, net | 11,079,205 | 11,443,897 | |
Other long-term assets | 85,691 | 85,691 | |
TOTAL ASSETS | 47,612,901 | 47,006,547 | |
Accounts payable and accrued expenses | 5,911,576 | 4,818,672 | |
Contract liabilities | 1,696,449 | 2,547,903 | |
Customer deposits | 3,677,543 | 3,465,259 | |
Due to related parties | 193,762 | 193,762 | |
Current portion of operating lease liabilities | 595,039 | 613,696 | |
Current portion of finance lease liabilities | 143,865 | 100,652 | |
Current portion of notes payable, net | 686,285 | 692,522 | |
Total Current Liabilities | 12,904,519 | 12,432,466 | |
Operating lease liabilities, net of current portion | 2,542,790 | 2,607,862 | |
Finance lease liabilities, net of current portion | 698,409 | 455,905 | |
Notes payable, net of current portion | 222,399 | 251,401 | |
Convertible notes payable, net of current portion | 26,880,029 | 26,630,655 | |
Contingent note payable, net of current portion | 1,001,183 | 1,001,183 | |
Deferred tax liability, net | 1,981,000 | 2,070,000 | |
TOTAL LIABILITIES | 46,230,329 | 45,449,472 | |
Mezzanine Equity | |||
Series A senior convertible preferred shares, 4,450,460 shares designated; 1,684,849 and 1,818,182 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1,415,100 | 1,655,404 | |
Series B senior convertible preferred shares, 583,334 shares designated; 426,999 and zero shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1,113,650 | ||
TOTAL MEZZANINE EQUITY | 2,528,750 | 1,655,404 | |
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 1,000 | 1,000 | |
Common shares, $0.001 par value, 500,000,000 shares authorized; 4,995,232 and 4,842,851 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 4,995 | 4,843 | |
Distribution receivable | (2,000,000) | (2,000,000) | |
Additional paid-in capital | 21,983,594 | 21,719,410 | |
Accumulated deficit | (22,012,401) | (20,754,394) | |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ DEFICIT | (2,022,812) | (1,029,141) | |
NON-CONTROLLING INTERESTS | 876,634 | 930,812 | |
TOTAL SHAREHOLDERS’ DEFICIT | (1,146,178) | (98,329) | $ 274,723 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | $ 47,612,901 | 47,006,547 | |
Previously Reported [Member] | |||
Cash and cash equivalents | 1,383,533 | 976,538 | |
Restricted cash | 403,811 | ||
Investments | 276,429 | ||
Discontinued operations – current assets | 1,324,608 | ||
Receivables, net | 3,378,996 | 525,625 | |
Contract assets | 88,466 | 70,230 | |
Inventories, net | 5,427,302 | 2,022,754 | |
Prepaid expenses and other current assets | 582,048 | 550,964 | |
Total Current Assets | 11,136,774 | 5,874,530 | |
Investments long-term | 276,270 | ||
Discontinued operations – long-term assets | 2,457,770 | ||
Property and equipment, net | 1,695,311 | 398,503 | |
Operating lease right-of-use assets | 3,192,604 | 357,208 | |
Goodwill | 19,452,270 | 5,989,817 | |
Intangible assets, net | 11,443,897 | 3,885,467 | |
Other long-term assets | 85,691 | 375 | |
TOTAL ASSETS | 47,006,547 | 19,239,940 | |
Accounts payable and accrued expenses | 4,818,672 | 2,558,559 | |
Advances, related party | 193,762 | 190,192 | |
Contract liabilities | 2,547,903 | 77,403 | |
Lines of credit | 301,081 | ||
Customer deposits | 3,465,259 | 3,370,957 | |
Due to seller | 33,630 | ||
Note payable – related party | 56,900 | ||
Current portion of operating lease liabilities | 613,696 | 66,803 | |
Discontinued operations – current liabilities | 999,122 | ||
Current portion of notes payable, net | 793,174 | 429,183 | |
Total Current Liabilities | 12,432,466 | 8,083,830 | |
Vesting note payable – related party | 1,001,183 | 498,979 | |
Discontinued operations – long-term liabilities | 5,981,467 | ||
Operating lease liabilities, net of current portion | 2,607,862 | 291,183 | |
Notes payable, net of current portion | 707,306 | 1,138,331 | |
Convertible notes payable, net of current portion | 26,630,655 | ||
Deferred tax liability, net | 2,070,000 | ||
TOTAL LIABILITIES | 45,449,472 | 15,993,790 | |
Mezzanine Equity | |||
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 1,000 | 1,000 | |
Series A convertible preferred shares, 1,818,182 and 2,632,278 outstanding as of December 31, 2021 and 2020, respectively | 1,655,404 | 2,971,427 | |
Common shares, $0.001 par value, 500,000,000 shares authorized; 4,995,232 and 4,842,851 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 4,843 | 4,444 | |
Distribution receivable | (2,000,000) | (2,000,000) | |
Additional paid-in capital | 21,719,410 | 17,005,491 | |
Accumulated deficit | (19,914,957) | (13,856,973) | |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ DEFICIT | 1,465,700 | 4,125,389 | |
NON-CONTROLLING INTERESTS | 91,375 | (879,239) | |
TOTAL SHAREHOLDERS’ DEFICIT | 1,557,075 | 3,246,150 | |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | $ 47,006,547 | $ 19,239,940 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Allocation shares, shares authorized | 1,000 | 1,000 | |
Allocation shares, shares issued | 1,000 | 1,000 | |
Allocation shares, shares outstanding | 1,000 | 1,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,995,232 | 4,842,851 | |
Common stock, shares outstanding | 4,995,232 | 4,842,851 | |
Previously Reported [Member] | |||
Allocation shares, shares issued | 1,000 | 1,000 | |
Allocation shares, shares outstanding | 1,000 | 1,000 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 4,842,851 | 4,444,013 | |
Common stock, shares outstanding | 4,842,851 | 4,444,013 | |
Series A Convertible Preferred Shares | |||
Convertible preferred shares, designated | 4,450,460 | 4,450,460 | |
Convertible preferred shares issued | 1,684,849 | 1,818,182 | |
Convertible preferred shares outstanding | 1,684,849 | 1,818,182 | |
Series A Convertible Preferred Shares | Previously Reported [Member] | |||
Convertible preferred shares outstanding | 1,818,182 | 2,632,278 | |
Series B Senior Convertible Preferred Shares | |||
Convertible preferred shares, designated | 583,334 | 583,334 | |
Convertible preferred shares issued | 426,999 | 0 | |
Convertible preferred shares outstanding | 426,999 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 12,073,878 | $ 4,780,275 | $ 30,660,984 | $ 8,745,446 |
Operating Expenses | ||||
Cost of sales | 7,749,130 | 3,260,682 | 20,311,724 | 6,531,435 |
Personnel | 1,577,700 | 484,672 | 3,247,441 | 734,867 |
Depreciation and amortization | 511,371 | 122,106 | 908,982 | 176,612 |
General and administrative | 2,166,207 | 1,324,196 | 7,296,736 | 2,652,429 |
Total Operating Expenses | 12,004,408 | 5,191,656 | 31,764,883 | 10,095,343 |
INCOME (LOSS) FROM OPERATIONS | 69,470 | (411,381) | (1,103,899) | (1,349,897) |
Other Income (Expenses) | ||||
Other income | 318 | |||
Interest expense | (906,743) | (45,121) | (1,296,537) | (249,626) |
Gain on forgiveness of debt | 360,302 | 360,302 | ||
Loss on write-down of vesting note payable – related party | (602,204) | |||
Loss on extinguishment of debt | (137,692) | (286,350) | ||
Loss on redemption of preferred shares | (4,017,553) | |||
Gain on disposition of subsidiary | 3,282,804 | |||
Gain on disposal of property and equipment | 32,747 | 10,885 | ||
Other income and (expense) | 876 | (18,196) | ||
Loss on adjustment shares | (757,792) | |||
Total Other Income (Expenses) | (873,678) | (442,611) | (2,399,119) | (554,172) |
NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (804,208) | (853,992) | (3,503,018) | (1,904,069) |
INCOME TAX BENEFIT (EXPENSE) | (218,139) | 83,931 | ||
NET LOSS AFTER TAXES | (3,721,157) | (1,820,138) | ||
INCOME TAX EXPENSE ON CONTINUING OPERATIONS | (123,000) | |||
NET LOSS FROM CONTINUING OPERATIONS | (927,208) | (853,992) | (3,721,157) | (1,820,138) |
NET LOSS FROM DISCONTINUED OPERATIONS | ||||
Income (loss) from discontinued operations before income taxes | 240,405 | (12,875,463) | ||
Less provision for income taxes for discontinued operations | ||||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 178,510 | 240,405 | (12,875,463) | |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 80,329 | 108,182 | (5,036,832) | |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS COMMON SHAREHOLDERS | 98,181 | 132,223 | (7,838,631) | |
NET LOSS | (927,208) | (755,811) | (3,588,934) | (9,658,769) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (54,178) | (25,370) | (284,372) | (50,120) |
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | (3,304,562) | (9,608,649) | ||
PREFERRED SHARE ACCRUED DIVIDEND | (984,176) | |||
1847 GOEDEKER SPIN-OFF DIVIDEND | (283,257) | |||
DISTRIBUTION – ALLOCATION SHARES | (5,985,000) | |||
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS | (873,030) | (730,441) | ||
PREFERRED SHARE DIVIDENDS | (135,215) | (188,709) | ||
DEEMED DIVIDEND RELATED TO ISSUANCE OF PREFERRED SHARES | (1,527,086) | (1,527,086) | (3,051,478) | |
NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS COMMON SHAREHOLDERS | $ (1,008,245) | $ (2,446,236) | $ (5,815,824) | $ (18,928,384) |
NET LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS – BASIC AND DILUTED (in Dollars per share) | $ (0.21) | $ (0.19) | $ (0.78) | $ (0.49) |
EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS – BASIC AND DILUTED (in Dollars per share) | 0.02 | 0.03 | (2.12) | |
NET LOSS PER COMMON SHARE – BASIC AND DILUTED (in Dollars per share) | $ (0.21) | $ (0.55) | (0.7) | (2.6) |
Net loss per common share from continuing operations: diluted (in Dollars per share) | (0.78) | (0.49) | ||
Net income (loss) per common share from discontinued operations: diluted (in Dollars per share) | 0.01 | (2.12) | ||
Net loss per common share: diluted (in Dollars per share) | $ (0.7) | $ (2.6) | ||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED (in Shares) | 4,915,655 | 4,466,171 | 4,749,971 | 3,692,429 |
Weighted-average common shares outstanding: diluted (in Shares) | 11,175,892 | 3,692,429 | ||
REVENUES | ||||
Furniture and appliances | $ 12,741,064 | $ 7,625,222 | ||
Construction | 12,203,890 | 1,120,224 | ||
Automotive supplies | $ 5,716,030 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Mezzanine Equity and Shareholders’ Deficit (Unaudited) - USD ($) | Series A Senior Convertible Preferred Shares | Series B Senior Convertible Preferred Shares | Preferred Shares | Allocation Shares | Common Shares | Distribution Receivable | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interest | Goedeker Subscription Receivable | Total |
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 | ||||||||||
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 | $ 150 | 374,850 | 375,000 | ||||||||
Common shares issued upon partial conversion of convertible note payable (in Shares) | 150,000 | ||||||||||
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 | ||||||||||
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 | ||||||||||
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) | ||||||||||
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 | ||||||||||
Dividend on disposition of Goedeker | 5,985,000 | 3,262,592 | (359,078) | (2,000,000) | 6,888,514 | ||||||
Accrued preferred shares dividends payable | 176,950 | (176,950) | |||||||||
Net loss | (9,608,652) | (595,731) | (10,204,383) | ||||||||
Balance at Dec. 31, 2020 | $ 2,971,427 | 1,000 | $ 4,444 | 17,005,491 | (13,856,973) | (879,239) | (2,000,000) | 3,246,150 | |||
Balance (in Shares) at Dec. 31, 2020 | 2,633,278 | 4,444,013 | |||||||||
Balance at Dec. 31, 2020 | $ 2,971,427 | 1,000 | $ 4,444 | $ (2,000,000) | 17,005,491 | (13,856,973) | (879,239) | 274,723 | |||
Balance (in Shares) at Dec. 31, 2020 | 2,633,278 | 4,444,013 | |||||||||
Issuance of series A senior convertible preferred shares and warrants | $ 1,527,086 | 3,000,000 | (1,527,086) | 1,472,914 | |||||||
Issuance of series A senior convertible preferred shares and warrants (in Shares) | 1,818,182 | ||||||||||
Issuance of common adjustment shares | $ 399 | 757,393 | 757,792 | ||||||||
Issuance of common adjustment shares (in Shares) | 398,838 | ||||||||||
Dividends – series A senior convertible preferred shares | 11,759 | (188,709) | (188,709) | ||||||||
Net loss | (730,441) | 54,959 | (675,482) | ||||||||
Balance at Mar. 31, 2021 | $ 4,510,272 | 1,000 | $ 4,843 | (2,000,000) | 20,762,884 | (16,303,209) | (824,280) | 1,641,238 | |||
Balance (in Shares) at Mar. 31, 2021 | 4,451,460 | 4,842,851 | |||||||||
Balance at Dec. 31, 2020 | $ 2,971,427 | 1,000 | $ 4,444 | (2,000,000) | 17,005,491 | (13,856,973) | (879,239) | 274,723 | |||
Balance (in Shares) at Dec. 31, 2020 | 2,633,278 | 4,444,013 | |||||||||
Balance at Dec. 31, 2020 | $ 2,971,427 | 1,000 | $ 4,444 | 17,005,491 | (13,856,973) | (879,239) | (2,000,000) | 3,246,150 | |||
Balance (in Shares) at Dec. 31, 2020 | 2,633,278 | 4,444,013 | |||||||||
Issuance of common adjustment shares | $ 399 | 757,393 | 757,792 | ||||||||
Issuance of common adjustment shares (in Shares) | 398,838 | ||||||||||
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 | ||||||||||
Debt discount on $0.01 Warrant Feature | 402,781 | 402,781 | |||||||||
Debt discount on $2.50 Warrant Feature | 553,745 | 553,745 | |||||||||
Debt discounts on convertible promissory notes | 1,146,804 | 1,146,804 | |||||||||
Accrued common share dividend | (242,160) | (242,160) | |||||||||
Redemption of preferred shares | $ (2,794,479) | (2,794,479) | |||||||||
Redemption of preferred shares (in Shares) | (2,633,278) | ||||||||||
Accrued preferred shares dividends payable | $ (48,630) | (984,176) | (1,032,806) | ||||||||
Net loss | (3,304,562) | (176,190) | (3,480,752) | ||||||||
Balance at Dec. 31, 2021 | $ 1,655,404 | 1,000 | $ 4,843 | 21,719,410 | (19,914,957) | 91,375 | $ (2,000,000) | 1,557,075 | |||
Balance (in Shares) at Dec. 31, 2021 | 1,818,182 | 4,842,851 | |||||||||
Balance at Dec. 31, 2021 | $ 1,655,404 | 1,000 | $ 4,843 | (2,000,000) | 21,719,410 | (20,754,394) | 930,812 | (98,329) | |||
Balance (in Shares) at Dec. 31, 2021 | 1,818,182 | 4,842,851 | |||||||||
Issuance of common shares upon conversion of series A preferred shares | $ (111,986) | $ 152 | 111,834 | 111,986 | |||||||
Issuance of common shares upon conversion of series A preferred shares (in Shares) | (133,333) | 152,381 | |||||||||
Issuance of series B convertible preferred shares and warrants | $ 1,113,650 | 152,350 | 152,350 | ||||||||
Issuance of series B convertible preferred shares and warrants (in Shares) | 426,999 | ||||||||||
Dividends – common shares | (249,762) | (249,762) | |||||||||
Dividends – series A senior convertible preferred shares | (128,318) | (121,455) | (121,455) | ||||||||
Dividends – series B senior convertible preferred shares | (13,760) | (13,760) | |||||||||
Net loss | (873,030) | (54,178) | (927,208) | ||||||||
Balance at Mar. 31, 2022 | $ 1,415,100 | $ 1,113,650 | $ 1,000 | $ 4,995 | $ (2,000,000) | $ 21,983,594 | $ (22,012,401) | $ 876,634 | $ (1,146,178) | ||
Balance (in Shares) at Mar. 31, 2022 | 1,684,849 | 426,999 | 4,995,232 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Mezzanine Equity and Shareholders’ Deficit (Unaudited) (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Debt discount on warrant feature | $ 0.01 |
Debt discount on Warrant Feature | $ 2.5 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (927,208) | $ (755,811) | $ (3,588,934) | $ (9,658,769) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||
Income from discontinued operations | (98,181) | (132,223) | 7,838,631 | |
Gain on forgiveness of debt | (360,302) | (360,302) | ||
Gain on disposal of property and equipment | (32,747) | (10,885) | ||
Loss on redemption of series A senior convertible preferred shares | 757,792 | |||
Deferred tax asset (liability) | (89,000) | |||
Depreciation and amortization | 511,371 | 122,106 | 908,982 | 176,612 |
Amortization of debt discounts | 249,374 | |||
Amortization of right-of-use assets | 98,031 | 16,928 | ||
Changes in operating assets and liabilities: | ||||
Receivables | (539,818) | (124,065) | ||
Contract assets | 18,731 | |||
Inventories | (378,192) | (115,545) | ||
Prepaid expenses and other current assets | 311,511 | (62,071) | ||
Accounts payable and accrued expenses | 964,586 | 65,969 | 719,890 | 962,464 |
Contract liabilities | (851,454) | (122,247) | (950,640) | 85,761 |
Customer deposits | 212,284 | 328,580 | 94,302 | 965,254 |
Due to related parties | 1,785 | 3,570 | 7,140 | |
Operating lease liabilities | (83,729) | (15,657) | ||
Net cash used in operating activities from continuing operations | (536,260) | (360,719) | (897,566) | 137,500 |
Net cash used in operating activities from discontinued operations | (123,086) | (170,580) | 3,788,983 | |
Net cash used in operating activities | (536,260) | (483,805) | (1,068,146) | 3,926,483 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Net cash acquired in acquisitions | 1,094,524 | (15,857,295) | 1,409,936 | |
Purchases of property and equipment | (66,291) | (148,820) | (177,475) | (72,794) |
Proceeds from disposal of property and equipment | 35,498 | |||
Investments in certificates of deposit | (262) | (276,270) | ||
Net cash (used in) provided by investing activities from continuing operations | (31,055) | 945,704 | (15,684,770) | 1,060,872 |
Net cash provided by investing activities from discontinued operations | 534,343 | 644,303 | 72,001 | |
Net cash (used in) provided by investing activities | (31,055) | 1,480,047 | (15,040,467) | 1,132,873 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from convertible notes payable, net of fees and debt discounts | 23,744,975 | |||
Proceeds from notes payable | 123,405 | 3,550,000 | 21,968 | |
Payment of vesting notes payable – related party | (100,000) | |||
Net proceeds from issuance of series A senior convertible preferred shares | 3,000,000 | |||
Net proceeds from issuance of series B senior convertible preferred shares | 1,266,000 | |||
Proceeds from line of credit | 569,395 | (301,081) | 301,081 | |
Repayment of grid note – related party | (56,900) | (62,500) | ||
Repayments of notes payable and finance lease liabilities | (58,317) | (143,432) | ||
Repayments to sellers | (3,033,630) | (977,686) | (4,356,162) | |
Cash paid for financing costs | (165,229) | (165,230) | ||
Dividends on series A senior convertible preferred shares | (121,455) | (176,950) | ||
Dividends on series B senior convertible preferred shares | (13,760) | |||
Dividends on common shares | (249,762) | |||
Net cash provided by financing activities from continuing operations | 822,706 | 173,559 | 16,585,520 | 181,977 |
Net cash used in financing activities from discontinued operations | (119,197) | (208,693) | 4,449,634 | |
Net cash provided by financing activities | 822,706 | 54,362 | 16,376,827 | 4,631,611 |
Payments on notes payable | (5,021,511) | (856,225) | ||
Proceeds from issuance of preferred shares, net of costs | 3,000,000 | 4,921,315 | ||
Proceeds from exercise of stock options and warrants | 212,500 | |||
Redemption of preferred shares | (6,054,241) | |||
Dividends paid on preferred shares | (1,032,806) | |||
NET CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS | 255,391 | 758,544 | 3,184 | 1,380,349 |
NET CHANGE IN CASH AND CASH EQUIVALENT FROM DISCONTINUED OPERATIONS | 292,060 | 265,030 | 8,310,618 | |
CASH AND CASH EQUIVALENTS AVAILABLE FROM DISCONTINUED OPERATIONS | (292,060) | 265,030 | (8,310,618) | |
CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS | ||||
Beginning of the period | 1,383,533 | 1,380,349 | 1,380,349 | |
End of the period | 1,638,924 | 2,138,893 | 1,383,533 | 1,380,349 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Cash paid for interest | 484,360 | |||
Cash paid for income taxes | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
Issuance of common shares upon conversion of series A preferred shares | 111,986 | |||
Financed purchases of property and equipment | $ 316,798 | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Gain on disposition of subsidiary | (3,282,804) | |||
Stock compensation | 523,936 | |||
Loss on extinguishment of debt | 286,350 | |||
Amortization of right of use asset | 181,032 | 15,931 | ||
Change in debt discounts | 382,565 | |||
Loss on redemption of preferred shares | 4,017,553 | |||
Loss on write-down of contingent notes payable | 602,204 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 48,930 | 95,216 | ||
Inventory | 389,110 | (565,264) | ||
Prepaid expenses and other assets | 182,366 | (495,831) | ||
Impact on lease liability | (177,282) | (15,931) | ||
Deferred taxes | 75,000 | (84,000) | ||
INVESTING ACTIVITIES | ||||
Proceeds from sale of property and equipment | 25,000 | |||
Proceeds from disposition of subsidiary | $ 325,000 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of 1847 Holdings LLC (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X -K -K Reclassifications Certain reclassifications within property and equipment, notes payable, and preferred shares have been made to prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of operations and cash flows in all periods presented. Sequencing Under ASC 815 -40-35 -based |
Recent Accounting Pronoucements
Recent Accounting Pronoucements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUCEMENTS | NOTE 2 — RECENT ACCOUNTING PRONOUCEMENTS The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016 -13 -Credit -13 -13 -10 In August 2020, the FASB issued ASU 2020 -06 -06 -06 -converted -06 In October 2021, the FASB issued ASU 2021 -08 |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 3 Months Ended |
Mar. 31, 2022 | |
Liquidity and Going Concern Assessment [Abstract] | |
LIQUIDITY AND GOING CONCERN ASSESSMENT | NOTE 3 — LIQUIDITY AND GOING CONCERN ASSESSMENT Management assesses liquidity and going concern uncertainty in the Company’s condensed 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 As of March 31, 2022, we had cash and cash equivalents of $1,638,924. For the three months ended March 31, 2022, the Company incurred operating income of $69,470 (before deducting losses attributable to non -controlling -party Management has prepared estimates of operations for fiscal year 2022 and 2023 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 these condensed consolidated financial statements, which indicate improved operations and the Company’s ability to continue operations as a going concern. The impact of COVID -19 -19 The accompanying condensed 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 these condensed consolidated financial statements. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period. |
Disaggregation of Revenues and
Disaggregation of Revenues and Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
DISAGGREGATION OF REVENUES AND SEGMENT REPORTING | NOTE 4 — DISAGGREGATION OF REVENUES AND SEGMENT REPORTING The Company has three reportable segments: The Retail and Appliances Segment provides a wide variety of appliance products (laundry, refrigeration, cooking, dishwashers, outdoor, accessories, parts, and other appliance related products) and services (delivery, installation, service and repair, extended warranties, and financing). The Construction Segment provides finished carpentry products and services (door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built -in The Automotive Supplies Segment provides 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. The Company’s revenues for the three months ended March 31, 2022 and 2021 are disaggregated as follows: Three Months Ended March 31, 2022 Retail and Construction Automotive Total Revenues Appliances $ 2,204,625 $ — $ — $ 2,204,625 Appliance accessories, parts, and other 316,159 — — 316,159 Automotive horns — — 1,199,856 1,199,856 Automotive lighting — — 442,135 442,135 Custom cabinets and countertops — 4,167,801 — 4,167,801 Finished carpentry — 3,743,302 — 3,743,302 Total Revenues $ 2,520,784 $ 7,911,103 $ 1,641,991 $ 12,073,878 Three Months Ended March 31, 2021 Retail and Construction Automotive Total Revenues Appliances $ 2,899,361 $ — $ — $ 2,899,361 Appliance accessories, parts, and other 365,005 — — 365,005 Automotive horns — — — — Automotive lighting — — — — Custom cabinets and countertops — 1,515,909 — 1,515,909 Finished carpentry — — — — Total Revenues $ 3,264,366 $ 1,515,909 $ — $ 4,780,275 Segment information for the three months ended March 31, 2022 and 2021 is as follows: Three Months Ended March 31, 2022 Retail and Construction Automotive Corporate Total Revenues $ 2,520,784 $ 7,911,103 $ 1,641,991 $ — $ 12,073,878 Operating expenses — Cost of sales 1,871,450 4,879,591 998,089 — 7,749,130 Personnel 230,388 1,134,210 300,328 (87,226 ) 1,577,700 Depreciation and amortization 79,797 379,704 51,870 — 511,371 General and administrative 449,494 1,116,558 386,781 213,374 2,166,207 Total Operating Expenses 2,631,129 7,510,063 1,737,068 126,148 12,004,408 Income (Loss) from Operations $ (110,345 ) $ 401,040 $ (95,077 ) $ (126,148 ) $ 69,470 Three Months Ended March 31, 2021 Retail and Appliances Construction Automotive Supplies Corporate Services Total Revenues $ 3,264,366 $ 1,515,909 $ — $ — $ 4,780,275 Operating expenses — — Cost of sales 2,506,652 754,030 — — 3,260,682 Personnel 253,083 231,589 — — 484,672 Depreciation and amortization 44,675 77,431 — — 122,106 General and administrative 434,587 215,311 598,295 76,003 1,324,196 Total Operating Expenses 3,238,997 1,278,361 598,295 76,003 5,191,656 Income (Loss) from Operations $ 25,369 $ 237,548 $ (598,295 ) $ (76,003 ) $ (411,381 ) |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 5 — PROPERTY AND EQUIPMENT Property and equipment at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Equipment and machinery $ 1,127,897 $ 808,592 Office furniture and equipment 107,903 105,203 Transportation equipment 901,426 864,121 Leasehold improvements 123,651 112,356 Total property and equipment 2,260,877 1,890,272 Less: Accumulated depreciation (339,910 ) (194,961 ) Property and equipment, net $ 1,920,967 $ 1,695,311 Depreciation expense for the three months ended March 31, 2022 and 2021 was $146,679 and $24,309, respectively. | NOTE 8 — PROPERTY AND EQUIPMENT Property and equipment consist of the following at December 31, 2021 and 2020: Classification December 31, December 31, Buildings and leasehold improvements $ 135,804 $ 42,601 Equipment and machinery 836,622 171,179 Office furniture and equipment 53,725 2,613 Transportation equipment 864,121 213,850 Total 1,890,272 430,243 Less: Accumulated depreciation (194,961 ) (31,740 ) Property and equipment, net $ 1,695,311 $ 398,503 Depreciation expense for the years ended December 31, 2021 and 2020 was $166,413 and $31,740, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 6 — INTANGIBLE ASSETS Intangible assets at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Customer relationships $ 5,791,000 $ 5,791,000 Marketing related 5,917,000 5,917,000 Technology related 623,000 623,000 Total intangible assets 12,331,000 12,331,000 Less: accumulated amortization (1,251,795 ) (887,103 ) Intangible assets, net $ 11,079,205 $ 11,443,897 Amortization expense for the three months ended March 31, 2022 and 2021 was $364,692 and $97,797, respectively. Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2022: Year Ending December 31, Amount 2022 – remaining $ 1,094,088 2023 1,458,780 2024 1,458,750 2025 1,325,745 2026 1,157,523 Thereafter 4,584,319 Total $ 11,079,205 | NOTE 9 — INTANGIBLE ASSETS The following provides a breakdown of identifiable intangible assets as of December 31, 2021 and 2020: December 31, December 31, Customer Relationships Identifiable intangible assets $ 5,791,000 $ 3,189,000 Accumulated amortization (399,480 ) (63,419 ) Customer relationship identifiable intangible assets, net 5,391,520 3,125,581 Marketing Related Identifiable intangible assets 5,917,000 841,000 Accumulated amortization (418,404 ) (81,114 ) Marketing related identifiable intangible assets, net 5,498,596 759,886 Technology Related Identifiable intangible assets 623,000 — Accumulated amortization (69,219 ) — Technology related identifiable intangible assets, net 553,781 — Total Identifiable intangible assets, net $ 11,443,897 $ 3,885,467 In connection with the acquisitions of Asien’s, Kyle’s, Wolo, and High Mountain and Innovative Cabinets, the Company identified intangible assets of $1,009,000, $3,021,000, $1,848,000, and $6,453,000 respectively, representing trade names, customer relationships, and technology. These assets are being amortized on a straight -line -average As of December 31, 2021, the estimated annual amortization expense for each of the next five fiscal years is as follows: 2022 $ 1,458,780 2023 1,458,780 2024 1,458,750 2025 1,325,745 2026 1,157,523 Thereafter 4,584,319 Total $ 11,443,897 |
Selected Account Information
Selected Account Information | 3 Months Ended |
Mar. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED ACCOUNT INFORMATION | NOTE 7 — SELECTED ACCOUNT INFORMATION Receivables at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Trade accounts receivable $ 3,235,644 $ 2,691,702 Vendor rebates receivable 12,194 126,118 Credit card payments in process of settlement — 116,187 Retainage 1,029,976 803,989 Total receivables 4,277,814 3,737,996 Allowance for doubtful accounts (359,000 ) (359,000 ) Accounts receivable, net $ 3,918,814 $ 3,378,996 Inventories at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Appliances $ 2,554,539 $ 2,206,336 Automotive 1,824,260 2,064,834 Construction 1,814,543 1,543,980 Total inventories 6,193,342 5,815,150 Less reserve for obsolescence (387,848 ) (387,848 ) Total inventories, net $ 5,805,494 $ 5,427,302 Inventory balances are composed of finished goods. Raw materials and work in process inventory are immaterial to the condensed consolidated financial statements. Accounts payable and accrued expenses at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Trade accounts payable $ 3,810,165 $ 3,117,825 Credit cards payable 80,536 52,300 Accrued payroll liabilities 397,717 263,590 Accrued interest 853,402 711,258 Accrued dividends 384,977 242,160 Other accrued liabilities 384,779 431,539 Total accounts payable and accrued expenses $ 5,911,576 $ 4,818,672 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 8 — LEASES Operating Leases The following was included in our condensed consolidated balance sheet at March 31, 2022 and December 31, 2021: March 31, December 31, Operating lease right-of-use assets $ 3,094,573 $ 3,192,604 Lease liabilities, current portion 595,039 613,696 Lease liabilities, long-term 2,542,790 2,607,862 Total operating lease liabilities $ 3,137,829 $ 3,221,558 Weighted-average remaining lease term (months) 54 59 Weighted average discount rate 4.29 % 4.29 % Operating lease expense was expense was $235,438 and $85,924 for the three months ended March 31, 2022 and March 31, 2021, respectively. As of March 31, 2022, maturities of operating lease liabilities were as follows: Year Ending December 31, Amount 2022 – remaining $ 524,519 2023 738,690 2024 753,868 2025 747,860 2026 495,994 Thereafter 212,580 Total 3,473,511 Less: imputed interest (335,682 ) Total operating lease liabilities $ 3,137,829 Finance Leases During the period ending March 31, 2022, the Company entered in an equipment financing lease to purchase machinery and equipment totaling $316,798, maturing in January 2028. As of March 31, 2022, maturities of finance lease liabilities were as follows: Year Ending December 31, Amount 2022 – remaining $ 137,882 2023 184,711 2024 168,254 2025 161,487 2026 161,487 Thereafter 166,688 Total payments 980,509 Less: amount representing interest (138,235 ) Present value of minimum finance lease payments $ 842,274 As of March 31, 2022, the weighted -average |
Acquisitions
Acquisitions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
ACQUISITIONS | NOTE 9 — ACQUISITIONS On March 30, 2021, the Company acquired 100% of the outstanding capital stock of Wolo Mfg. Corp and Wolo Industrial Horn & Signal, Inc. (“Wolo”) for an aggregate purchase price of $8,344,056. Wolo contributed revenue of $1,661,754 and net loss from continuing operations of $325,417, which are included in our condensed consolidated statements of operations for the three months ended March 31, 2022. On October 8, 2021, the Company acquired 100% of the outstanding capital stock of High Mountain Door & Trim, Inc. (“High Mountain”) and Sierra Homes, LLC (“Sierra Homes”) for an aggregate purchase price of $15,441,173. High Mountain and Sierra Homes contributed revenue of $6,249,349 and net loss from continuing operations of $271,647, which are included in our condensed consolidated statements of operations for the three months ended March 31, 2022. Pro Forma Information The following unaudited pro forma results presented below include the effects of the Wolo, High Mountain and Sierra Homes acquisitions as if they had been consummated as of January 1, 2021, with adjustments to give effect to pro forma events that are directly attributable to the acquisitions. March 31, March 31, Revenues $ 12,073,878 $ 13,373,918 Net income (loss) (927,208 ) 317,547 Net loss attributable to 1847 Holdings common shareholders’ (1,008,245 ) (1,398,248 ) Loss per share attributable to 1847 Holdings common shareholders’: $ (0.21 ) $ (0.29 ) These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations. | NOTE 10 — ACQUISITIONS Asien’s On March 27, 2020, the Company and 1847 Asien entered into a stock purchase agreement with the Asien’s Seller, pursuant to which 1847 Asien agreed to acquire all of the issued and outstanding capital stock of Asien’s. The Company acquired Asien’s, which provides a wide variety of appliance services, including sales, delivery/installation, in -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 29, 2020 in exchange for a 6% amortizing promissory note (See Note 11). 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 $1,182,925. 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 27, 2020, the Company and 1847 Cabinet entered into a stock purchase agreement with Kyle’s and the Kyle’s Sellers, pursuant to which 1847 Cabinet agreed to acquire all of issued and outstanding capital stock of Kyle’s. The Company acquired Kyle’s, a leading custom cabinetry maker servicing contractors and homeowners in Boise, Idaho, to expand into contracting services. 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 16, 2020, immediately following the record date for the Goedeker Spin -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 $3,516,530. 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 22, 2020, the Company 1847 Wolo entered into a stock purchase agreement with Wolo and the Wolo Sellers, pursuant to which 1847 Wolo agreed to acquire all of the issued and outstanding capital stock of Wolo. On March 30, 2021, the Company, 1847 Wolo, Wolo and the Wolo Sellers entered into amendment No. 1 to the stock purchase agreement and closing of the acquisition of all of the issued and outstanding capital stock of Wolo was completed (the “Wolo Acquisition”). The aggregate purchase price was $8,344,056, 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 $944,056. The 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 $6,606,403. 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 Wolo Acquisition: Purchase consideration at fair value Notes payable $ 850,000 Cash 6,550,000 Net cash paid to Seller (post-closing) 944,056 Amount of consideration $ 8,344,056 Assets acquired and liabilities assumed at fair value Cash $ 1,171,655 Accounts receivable 1,860,107 Inventory 1,944,929 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 $ 6,606,403 Total net assets acquired $ 6,606,403 Consideration paid 8,344,056 Goodwill $ 1,737,653 High Mountain and Innovative Cabinets On September 23, 2021, 1847 Cabinet entered into a securities purchase agreement with High Mountain, Innovative Cabinets and the H&I Sellers, which was amended on October 6, 2021, pursuant to which 1847 Cabinet agreed to acquire all of the issued and outstanding capital stock or other equity securities of High Mountain and Innovative Cabinets. On October 8, 2021, closing of the acquisition was completed (the “H&I Acquisition”). The purchase price was $15,441,173 (subject to adjustment), consisting of (i) $10,687,500 in cash (subject to adjustment) and (ii) the issuance by 1847 Cabinet of 6% subordinated convertible promissory notes in the amount of $4,753,673 consisting of an aggregate principal amount of $5,880,345, net of debt discount of $1,126,672. The purchase price is subject to a post -closing th -closing th -working The fair value of the purchase consideration issued to the H&I Sellers was allocated to the net tangible assets acquired. The Company accounted for the H&I 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 $3,716,376. 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 H&I Acquisition: Purchase consideration at preliminary fair value: Cash $ 10,687,500 Notes payable, net of debt discount 4,753,673 Amount of consideration $ 15,441,173 Assets acquired and liabilities assumed at preliminary fair value Cash $ 208,552 Accounts receivable 1,042,194 Inventory 1,848,729 Contract assets 367,177 Other current assets 80,771 Marketing intangible 1,610,000 Customer intangible 4,843,000 Property and equipment 610,882 Operating lease assets 831,951 Other assets — Accounts payable and accrued expenses (1,207,424 ) Contract liabilities (3,770,081 ) Deferred tax liabilities (1,670,000 ) Lease liabilities (856,377 ) Financing leases (18,600 ) Loans payable (204,399 ) Net tangible assets acquired $ 3,716,375 Total net assets acquired $ 3,716,375 Consideration paid 15,441,173 Preliminary goodwill $ 11,724,798 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, the Kyle’s Acquisition, the Wolo Acquisition and the H&I Acquisition been completed as of January 1, 2020, nor to project potential operating results as of any future date or for any future periods. The revenue and net loss before non -controlling -controlling -controlling -controlling Years Ended December 31, 2021 2020 Revenues, net $ 51,589,004 $ 42,131,589 Net income (loss) $ (4,445,617 ) $ 1,733,005 Basic earnings (loss) per share $ (0.94 ) $ 0.36 Diluted earnings (loss) per share $ (0.94 ) $ 0.36 Basic Number of Shares (*) 4,749,971 4,807,429 Diluted Number of Shares (*) 4,749,971 4,807,429 * |
Related Parties
Related Parties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | NOTE 10 — RELATED PARTIES Management Services Agreement 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”). The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over -paid -paid Offsetting Management Services Agreements The Company’s subsidiary 1847 Asien Inc. (“1847 Asien”) entered into an offsetting management services agreement with the Manager on May 28, 2020, the Company’s subsidiary 1847 Cabinet Inc. (“1847 Cabinet”) entered into an offsetting management services agreement with the Manager on August 21, 2020 (which was amended and restated on October 8, 2021) and the Company’s subsidiary 1847 Wolo Inc. (“1847 Wolo”) entered into an offsetting management services agreement with the Manager on March 30, 2021. Pursuant to the offsetting management services agreements, 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), which was increased to $125,000 or 2% of adjusted net assets on October 8, 2021, 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 if the aggregate amount of management fees paid or to be paid by such entities, together with all other management fees paid or to be paid to the Manager under other offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of our gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements. 1847 Asien expensed management fees of $75,000 and $75,000 for the three months ended March 31, 2022 and 2021, respectively. 1847 Cabinet expensed management fees of $125,000 and $75,000 for the three months ended March 31, 2022 and 2021, respectively. 1847 Wolo expensed management fees of $75,000 and $0 for the three months ended March 31, 2022 and 2021, respectively. On a consolidated basis, the Company expensed total management fees of $275,000 and $260,000 for the three months ended March 31, 2022 and 2021, respectively. Advances From time to time, the Company has received advances from its chief executive officer to meet short -term As of March 31, 2022 and December 31, 2021, the Manager has funded the Company $74,928 and $74,928 in related party advances, respectively. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. Building Lease On September 1, 2020, Kyle’s entered into an industrial lease agreement with Stephen Mallatt, Jr. and Rita Mallatt, who are officers of Kyle’s and principal shareholders of the Company. 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 -60 The total rent expense under this related party leases was $21,776 for the three months ended March 31, 2022. | NOTE 15 — RELATED PARTIES Management Services Agreement 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”). The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over -paid -paid Offsetting Management Services Agreements 1847 Neese entered into an offsetting management services agreement with the Manager on March 3, 2017, which is included in discontinued operations, Goedeker entered into an offsetting management services agreement with the Manager on April 5, 2019, which is included in discontinued operations, 1847 Asien entered into an offsetting management services agreement with the Manager on May 28, 2020, 1847 Cabinet entered into an offsetting management services agreement with the Manager on August 21, 2020, which was amended and restated on October 8, 2021, and 1847 Wolo entered into an offsetting management services agreement with the Manager on March 30, 2021. 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), which was increased to $125,000 or 2% of adjusted net assets on October 8, 2021, 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 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. 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 1847 Asien expensed management fees of $300,000 for the year ended December 31, 2021 and $178,022 for the period from May 29, 2020 to December 31, 2020. 1847 Cabinet expensed management fees of $345,556 for the year ended December 31, 2021 and $75,000 for the period from October 1, 2020 to December 31, 2020. 1847 Wolo expensed management fees of $235,833 for the year ended December 31, 2021. In conjunction with acquisition of Wolo, our manager also received a fee of $110,000. On a consolidated basis, the Company expensed total management fees of $981,389 and $253,022 for the years ended December 31, 2021 and 2020, respectively. Advances From time to time, the Company has received advances from its chief executive officer to meet short -term As of December 31, 2021 and 2020, the Manager has funded the Company $74,927 and $71,358 in related party advances, respectively. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. Grid Promissory Note On January 3, 2018, the Company issued a grid promissory note to the Manager in the initial principal amount of $50,000. The note provided that the Company could request additional advances from the Manager up to an aggregate additional amount of $150,000. On December 7, 2020, parties amended and restated the note for a new principal amount of $56,900 and maturity date of December 7, 2021. Interest on the note accrued on the unpaid portion of the principal amount and the outstanding portion of all advances at a fixed rate of 8% per annum. As of December 31, 2020, the Manager had advanced $56,900 of the note and the Company had accrued interest of $25,159. On October 8, 2021, the loan was repaid in full and the grid note was terminated. Building Lease On September 1, 2020, Kyle’s entered into an industrial lease agreement with the Kyle’s Sellers, who are officers of Kyle’s and principal shareholders of the Company. See Note 13 for details regarding this lease. |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2022 | |
Mezzanine Equity [Abstract] | |
MEZZANINE EQUITY | NOTE 11 — MEZZANINE EQUITY Series A Senior Convertible Preferred Shares On September 30, 2020, the Company executed a share designation, which was amended on November 20, 2020, March 26, 2021 and September 29, 2021, to designate 4,450,460 of its shares as series A senior convertible preferred shares. Following is a description of the rights of the series A senior convertible preferred shares. Ranking. Dividend Rights. based on a price equal to eighty percent (80%) of the volume weighted average price for the common shares on the Company’s principal trading market (the “VWAP”) during the five (5) trading days immediately prior to the applicable dividend payment date; provided, however, that if the common shares are not registered, and Rule 144 rulemaking referred to below is effective on the payment date, the dividends payable in common shares shall be calculated based upon the fixed price of $1.57; provided further, that the Company may only elect to pay dividends in common shares based upon such fixed price if the VWAP for the five (5) trading days immediately prior to the applicable dividend payment date is $1.57 or higher. Liquidation Rights. Voting Rights. Conversion Rights. -one Redemption Rights. 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 interest, would be equal to the total number of shares of common stock which would have been issued to a holder of series A senior convertible preferred shares if the price per share of common stock of Kyle’s or Wolo was equivalent to the price per equity security paid by such third -party As of March 31, 2022 and December 31, 2021, the Company had 1,684,849 and 1,818,182 series A senior convertible preferred shares issued and outstanding, respectively. During the three months ended March 31, 2022, the Company accrued dividends attributable to the series A senior convertible preferred shares in the amount of $121,455 and paid prior period accrued dividends of $128,318. On February 16, 2022, 133,333 Series B Senior Convertible Preferred Shares On February 17, 2022, the Company executed a share designation to designate 583,334 of its shares as series B senior convertible preferred shares. Following is a description of the rights of the series B senior convertible preferred shares. Ranking. Dividend Rights. Liquidation Rights. shares and any such other parity securities ratably in accordance with the respective amounts that would be payable on such series B senior convertible preferred shares and any such other parity securities if all amounts payable thereon were paid in full. Voting Rights. Conversion Rights. -one Redemption Rights. 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 per share (subject to adjustment for splits or dividends of the common shares). 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 On February 24, 2022, the Company sold an aggregate of 320,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $961,000. On March 24, 2022, the Company sold an additional 106,666 units for aggregate gross proceeds of approximately $320,000. The Company had issuance costs relating to the offering of approximately $15,000, resulting in net proceeds of $1,266,000. Each unit consists of one (1) series B senior convertible preferred share and a three -year As of March 31, 2022 and December 31, 2021, the Company had 426,999 and 0 series B senior convertible preferred shares issued and outstanding, respectively. During the three months ended March 31, 2022, the Company accrued dividends attributable to the series B senior convertible preferred shares in the amount of $13,760. Mezzanine Equity Classification We applied the guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”), in order to determine the appropriate classification for both the series A senior convertible preferred shares and the series B senior convertible preferred shares. ASC 480 requires equity instruments to be evaluated on an ongoing basis for mezzanine equity (temporary equity) vs permanent equity classification. As a result of the maximum number of common shares that may be issuable (upon conversion of the preferred securities) exceeded the number of authorized but unissued common shares available, temporary equity classification is required. As of March 31, 2022 and December 31, 2021, there were 1,684,849 and 1,818,182 series A senior convertible preferred shares presented in mezzanine equity, respectively. As of March 31, 2022 and December 31, 2021, there were 426,999 and 0 series B senior convertible preferred shares presented in mezzanine equity, respectively. |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
SHAREHOLDERS' DEFICIT | NOTE 12 — SHAREHOLDERS’ DEFICIT Common Shares As of March 31, 2022, the Company was authorized to issue 500,000,000 common shares. As of March 31, 2022 and December 31, 2021, the Company had 4,995,232 and 4,842,851 common shares issued and outstanding, respectively. On February 16, 2022, the Company issued 152,851 common shares upon the conversion of 133,333 series A senior convertible preferred shares. On March 23, 2022, the Company declared a common share dividend of $0.05 per share, or $249,762, to shareholders of record as of March 31, 2022. This dividend was paid on April 15, 2022. Warrants On February 24, 2022, the Company sold an aggregate of 320,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $961,000. On March 24, 2022, the Company sold an additional 106,666 units for aggregate gross proceeds of $320,000. Each unit consists of one (1) series B senior convertible preferred share and a three -year -free The warrants allow the holder to purchase one (1) common share at an exercise price of $3.00 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. The Company may force the exercise of the warrants at any time after the one year anniversary of the date of the warrants, if (i) the Company is listed on a national securities exchange or the over -the-counter -day -weighted -day -four -four -six Below is a table summarizing the changes in warrants outstanding during the three months ended March 31, 2022: Warrants Weighted- Outstanding at December 31, 2021 5,200,460 $ 2.38 Granted 426,999 3.00 Exercised — — Forfeited — — Outstanding at March 31, 2022 5,627,459 $ 2.43 Exercisable at March 31, 2022 5,627,459 $ 2.43 As of March 31, 2022, the outstanding warrants have a weighted average remaining contractual life of 2.17 years and a total intrinsic value of $497,500. | NOTE 16 — SHAREHOLDERS’ EQUITY (DEFICIT) Allocation Shares As of December 31, 2021 and 2020, the Company had authorized and outstanding 1,000 allocation shares. These allocation shares do not entitle the holder thereof to vote on any matter relating to the Company other than in connection with amendments to the Company’s operating agreement and in connection with certain other corporate transactions as specified in the operating agreement. 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. Roberts, the Company’s chief executive officer and a principal shareholder. Series A Senior Convertible Preferred Shares On September 30, 2020, the Company executed a share designation, which was amended on November 20, 2020, March 26, 2021 and September 29, 2021, to designate 4,450,460 of its shares as series A senior convertible preferred shares. 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 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 30, 2020, the Company sold an aggregate of 2,189,835 units, at a price of $1.90 per unit, for aggregate gross proceeds of $4,160,684. On October 26, 2020, the Company sold an additional 442,443 units for an aggregate purchase price of $840,640. Each unit consists of one (1) series A senior convertible preferred share and a three -year -in On March 26, 2021, the Company sold an aggregate of 1,818,182 units, at a price of $1.65 per unit, for aggregate gross proceeds of $3,000,000. Each unit consists of one (1) series A senior convertible preferred share and a three -year -in In the year ended December 31, 2021, the Company accrued dividends attributable to the series A senior convertible preferred shares in the amount of $128,319 and paid $1,032,806 including prior year accrued dividends of $176,949. 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 December 31, 2021. Common Shares The Company is authorized to issue 500,000,000 common shares as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company had 4,842,851 and 4,444,013 common shares issued and outstanding, respectively. The common shares entitle the holder thereof to one vote per share on all matters coming before the shareholders of the Company for a vote. On May 4, 2020, the Company issued 100,000 common shares to Leonite upon conversion of $100,000 of the outstanding balance of the secured convertible promissory note resulting is a loss on conversion of debt of $175,000 (see Note 12). On May 28, 2020, the Company issued 415,000 common shares, having a fair value of $1,037,500, to the Asien’s Seller in connection with the Asien’s Acquisition (see Note 10). On June 4, 2020, the Company issued 100,000 common shares to a service provider for services provided to the Company. The fair market value of the services amounted to $245,000. On March 26, 2021, the Company issued an aggregate of 398,838 common shares to the holders of the series A senior convertible preferred shares issued on September 30, 2020 and October 26, 2020. As noted above, the purchase price for the units issued to such holders was $1.90 per unit. As noted above, on March 26, 2021, the Company issued additional units at a purchase price of $1.65 per unit. In exchange for the consent of the holders of the Company’s outstanding series A senior convertible preferred shares to the issuance of these additional units at a lower purchase price than such holders paid for their shares, the Company issued 398,838 common shares to such holders. Warrants Number of Common Share Warrants Weighted average exercise price Weighted average life (years) Intrinsic Outstanding, January 1, 2021 2,632,278 $ 2.50 2.76 $ — Granted 2,568,182 2.26 3.58 — Exercised — — — — Canceled — — — — Outstanding, December 31, 2021 5,200,460 $ 2.38 2.36 $ 512,500 Exercisable, December 31, 2021 5,200,460 $ 2.38 2.36 $ 512,500 On March 26, 2021, the Company sold an aggregate of 1,818,182 units, at a price of $1.65 per unit, for aggregate gross proceeds of $3,000,000. Each unit consists of one (1) series A senior convertible preferred share and a three -year - 63 -free three 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 On October 8, 2021, the Company issued to Leonite a five -year -year Options Number of Options Weighted Average Exercise Price Weighted Average Contractual Term in Years 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 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. The options vested immediately on the date of grant and terminate on May 11, 2025. On September 29, 2020, Mr. Barry exercised the options cashless and on September 30, 2020, Mr. Froning exercised the options for proceeds of $150,000. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Loss Per Share [Abstract] | |
LOSS PER SHARE | NOTE 13 — LOSS PER SHARE The computation of weighted average shares outstanding and the basic and diluted loss per common share attributable to 1847 Holdings common shareholders for the three months ended March 31, 2022 consisted of the following: Basic and Diluted Loss Per Share March 31, Net loss per common share attributable to 1847 Holdings common shareholders’ $ (1,008,245 ) Weighted average common shares outstanding 4,915,655 Basic and diluted loss per share $ (0.21 ) For the three months ended March 31, 2022, there were 20,871,528 potential common share equivalents from warrants, convertible debt, and series A and B convertible preferred shares were excluded from the diluted EPS calculations as their effect is anti -dilutive For the three months ended March 31, 2021, there were 4,450,460 potential common share equivalents from warrants, convertible debt, and series A convertible preferred shares were excluded from the diluted EPS calculations as their effect is anti -dilutive |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 14 — SUBSEQUENT EVENTS On April 20, 2022, the Company entered into a securities purchase agreement with Ellery W. Roberts, our Chief Executive Officer, pursuant to which the Company sold 28,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $85,000. Each unit consists of one (1) series B senior convertible preferred share and a three -year | NOTE 20 — SUBSEQUENT EVENTS In accordance with ASC 855 -10 Unit Offering On February 24, 2022, the Company entered into securities purchase agreements with several accredited investors, pursuant to which the Company sold an aggregate of 320,333 units, at a price of $3.00 per unit, to such investors for aggregate gross proceeds of $961,000. On March 24, 2022, the Company entered into securities purchase agreements with additional accredited investors, pursuant to which the Company sold an additional 106,666 units to such investors for aggregate gross proceeds of $320,000. Each unit consists of (i) one series B senior convertible preferred share and (ii) a 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 B senior convertible preferred shares and exercise of the warrants with thirty (30) 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). In addition to registration rights described above, the securities purchase agreements provide several other covenants in favor of the investors, including information rights for significant shareholders, most favored nations provisions, and other covenants customary for similar transactions. The securities purchase agreements also contain customary representations, warranties closing conditions and indemnities. Series B Senior Convertible Preferred Shares The terms of the series B senior convertible preferred shares are governed by a share designation, dated February 17, 2022 (the “Share Designation”). Pursuant to the Share Designation, the Company designated 583,334 of its preferred shares as series B senior convertible preferred shares. Following is a summary of the material terms of the series B senior convertible preferred shares: • Dividend Rights. • Liquidation Rights. • 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 per share (subject to adjustment for splits or dividends of the common shares). 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 Warrants Each warrant is exercisable within three years at an exercise price of $3.00 per common share (subject to adjustment, including a full ratchet antidilution adjustment), which may be exercised on a cashless basis if the underlying warrant shares are not then registered or otherwise freely tradeable. The Company may force the exercise of the warrants at any time after the one year anniversary of the date of the warrants, if (i) the Company is listed on a national securities exchange or the over -the-counter -day -weighted -day The Company may redeem the warrants held by any holder in whole (but not in part) by paying in cash to such holder as follows: (i) $0.50 per share then underlying the warrant if within the first twelve (12) months of issuance; (ii) $1.00 per share then underlying the warrant if after the first twelve (12) months, but before twenty -four -four -six The warrants also contain an ownership limitation, such that the Company shall not effect any exercise of any warrant, and the holder shall not have the right to exercise any portion of such warrant, to the extent that after giving effect to issuance of common shares upon exercise such warrant, such holder, together with its affiliates, and any other persons acting as a group together with such holder or any of 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 issuable upon exercise of such warrant. Upon no fewer than 61 days’ prior notice to the Company, a holder may increase or decrease such beneficial ownership limitation provisions and any such increase or decrease will not be effective until the 61 st Dividend On January 14, 2022, the Company paid its first quarterly dividend in the amount of $0.05 per share to the holders of common shares as of December 31, 2021. The total dividend paid was $242,160 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Nature of Business [Abstarct] | |
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 22, 2013. The Company is in the business of acquiring small businesses in a variety of different industries. On March 27, 2020, the Company and the Company’s wholly owned subsidiary 1847 Asien Inc., a Delaware corporation (“1847 Asien”), entered into a stock purchase agreement with Asien’s Appliance, Inc., a California corporation (“Asien’s”), and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as trustees of the Wilhelmsen Family Trust, U/D/T Dated May 1, 1992 (the “Asien’s Seller”), pursuant to which 1847 Asien acquired all of the issued and outstanding stock of Asien’s on May 28, 2020 (see Note 10). As a result of this transaction, the Company owns 95% of 1847 Asien, with the remaining 5% held by a third -party On August 27, 2020, the Company and the Company’s wholly owned subsidiary 1847 Cabinet Inc., a Delaware corporation (“1847 Cabinet”), entered into a stock purchase agreement with Kyle’s Custom Wood Shop, Inc., an Idaho corporation (“Kyle’s”), and Stephen Mallatt, Jr. and Rita Mallatt (the “Kyle’s Sellers”), pursuant to which 1847 Cabinet acquired all of the issued and outstanding stock of Kyle’s on September 30, 2020 (see Note 10). As a result of this transaction, the Company owns 92.5% of 1847 Cabinet, with the remaining 7.5% held by a third -party On December 22, 2020, the Company and its wholly -owned -party On September 23, 2021, 1847 Cabinet entered into a securities purchase agreement with High Mountain Door & Trim Inc., a Nevada corporation (“High Mountain”), and Sierra Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company (“Innovative Cabinets”), and Steven J. Parkey and Jose D. Garcia -Rendon -party The Company previously owned two additional companies, 1847 Neese Inc. and 1847 Goedeker Inc. On March 3, 2017, the Company’s wholly owned subsidiary 1847 Neese Inc., a Delaware corporation (“1847 Neese”), entered into a stock purchase agreement with Neese, Inc., an Iowa corporation (“Neese”), and Alan Neese and Katherine Neese (the “Neese Sellers”), pursuant to which 1847 Neese acquired all of the issued and outstanding capital stock of Neese on March 3, 2017. As a result of this transaction, the Company owned 55% of 1847 Neese, with the remaining 45% held by the Neese Sellers. 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 -Off On January 10, 2019, the Company established 1847 Goedeker Inc. (“Goedeker”) as a wholly owned subsidiary in the State of Delaware in connection with the proposed acquisition of assets from Goedeker Television Co., a Missouri corporation (“Goedeker Television”). On March 20, 2019, the Company established 1847 Goedeker Holdco Inc. (“Holdco”) as a wholly owned subsidiary in the State of Delaware and subsequently transferred all of its shares in Goedeker to Holdco, such that Goedeker became a wholly owned subsidiary of Holdco. On January 18, 2019, Goedeker entered into an asset purchase agreement with Goedeker Television and Steve Goedeker and Mike Goedeker, pursuant to which Goedeker acquired substantially all of the assets of Goedeker Television used in its retail appliance and furniture business on April 5, 2019. 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. On August 4, 2020, Holdco distributed all of its shares of Goedeker to its stockholders in accordance with their pro rata ownership in Holdco, after which time Holdco was dissolved. 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. On October 23, 2020, the Company distributed all of the shares of Goedeker that it held to its shareholders (the “Goedeker Spin -Off -Off The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries, 1847 Asien, 1847 Cabinet, 1847 Wolo, Asien’s, Kyle’s, High Mountain, Innovative Cabinets, Wolo Mfg and Wolo H&S. All significant intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation [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 year ended December 31, 2020. The results of 1847 Neese are included within discontinued operations for the years ended December 31, 2021 and 2020. The Company retrospectively updated the consolidated financial statements for the year ended December 31, 2020 to reflect this change. 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 businesses of Kyle’s, High Mountain and Innovative Cabinets. Kyle’s, which is based in Boise, Idaho, 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. High Mountain, which is based in Reno, Nevada, specializes in all aspects of finished carpentry products and services, including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built -in The Automotive Supplies Segment is comprised of the business of Wolo, which is based in Deer Park, NY, and designs and sells 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 year ended December 31, 2021. The Company reclassified certain operating expense accounts in the Consolidated Statement of Operations. The reclassification had no impact on financial position, net income, or shareholder’s equity. Revenue Recognition and Cost of Revenue On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014 -09 Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment The Company collects 100% of the payment for special -order -special Performance Obligations — The revenue that the Company recognizes arises from orders it receives from customers. The Company 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, the Company’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, the Company has satisfied its performance obligation and it recognizes revenue. Transaction Price ‒ The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company’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 the Company 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 the Company. Substantially all 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. The Company has a diverse customer base with no one client accounting for more than 5% of total revenue. Customer deposits ‒ The Company records customer deposits when payments are received in advance of the delivery of the merchandise. The Company expects that substantially all of the customer deposits will be recognized within six months as the performance obligations are satisfied. Construction Segment The Company’s construction segment revenues are derived primarily through contracts with customers whereby the Company specializes in all aspects of products and services relating to finished carpentry, custom cabinetry, and countertops. The Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Since most contracts are bundled to include both material and installation services, the Company combines these items into one performance obligation as the overall promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. The Company does offer assurance -type For any contracts that are not complete at the reporting date, the Company recognizes revenue over time, because of the continuous transfer of control to the customer as work is performed at the customer’s site and, therefore, the customer controls the asset as it is being installed. The Company utilizes the cost -to-cost When this method is used, the Company estimates the costs to complete individual contracts and record as revenue that portion of the total contract price that is considered complete based on the relationship of costs incurred to date to total anticipated costs. Unforeseen events and circumstances can alter the estimate of the costs associated with a particular contract. Total estimated costs at completion can be impacted by changes in productivity, scheduling, cost of labor, and materials. Additionally, external factors such as weather, and customer delays may affect the progress of a project’s completion, and thus the timing and amount of revenue recognition, cash flow, and profitability from a particular contract may be adversely affected. An insignificant portion of sales, primarily retail sales, is accounted for on a point -in-time Contracts can be subject to modification to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch -up All contracts are billed either contractually or as work is performed. Billing on long -term Cost of revenues earned include all direct material and labor costs and those indirect costs related to contract performance. The cost of significant uninstalled materials, re -work -to-cost Contract Assets and Contract Liabilities The Company records a contract asset when it has satisfied its performance obligation prior to billing and a contract liability when a customer payment is received prior to the satisfaction of the Company’s performance obligation. The difference between the beginning and ending balances of contract assets and liabilities primarily results from the timing of the Company’s performance and the customer’s payment. At times, the Company has a right to payment from previous performance that is conditional on something other than passage of time, such as retainage, which is included in contract assets or contract liabilities, as determined on a contract -by-contract Automotive Supplies Segment The Company’s automotive supplies segment designs and sells 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 The Company 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 the Company recognizes arises from orders it receives from contracts with customers. The Company’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, the Company’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, the Company has satisfied its performance obligation and it recognizes revenue. Transaction Price ‒ The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company’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 the Company 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 the Company. Warranties vary and are typically 90 days to consumers and manufacturing defect warranty to are available to resellers. At times, depending on the product, the Company can also offer a warranty up to 12 months. Receivables Receivables consist of trade accounts receivable from customer, credit card transactions in the process of settlement, and vendor rebates receivable. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivables 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 receivable. Retainage receivables represent the amount retained by customers to ensure the quality of the installation and is received after satisfactory completion of each installation project. Management regularly reviews aging of retainage receivables and changes in payment trends and records an allowance when collection of amounts due are considered at risk. The allowance for doubtful accounts amounted to $359,000 and $0 for the years ended December 31, 2021 and 2020, respectively. Uncollectible balances are expensed in the periods they are 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 specific item basis. The Company periodically evaluates the value of items in inventory and provides write -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 1, and whenever indicators of impairment exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life Customer-Related Straight -line 5 -15 Marketing-Related Straight -line 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 31, 2021, potentially dilutive securities were included in diluted loss per share under the treasury method: 5,200,460 for outstanding warrants, 2,257,404 for principal and accrued interest of series A convertible preferred shares, and 10,131,076 for the principal and accrued interest of convertible notes. As the Company had a net loss for the year ended December 31, 2020, the following 2,632,278 potentially dilutive securities were excluded from diluted loss per share: 2,632,278 for outstanding warrants. Operating 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 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 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 consolidated financial statements in the Company’s Annual Report on Form 10 -K The impact of COVID -19 -19 proceeds from the PPP loans for qualifying expenses and to applied for forgiveness of the PPP loans in accordance with the terms of the CARES Act. On February 16, 2021, Asien’s received notice from Exchange Bank that its loan had been forgiven in its entirety by the SBA. 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 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 | 12 Months Ended |
Dec. 31, 2021 | |
Business Segments [Abstract] | |
BUSINESS SEGMENTS | NOTE 3 — BUSINESS SEGMENTS Summarized financial information concerning the Company’s reportable segments for the years ended December 31, 2021 and 2020 is presented below. Year Ended December 31, 2021 Retail & Appliances Construction Automotive Supplies Corporate Services Total Revenue Furniture and appliances $ 12,741,064 $ — $ — $ — $ 12,741,064 Construction — 12,203,890 — — 12,203,890 Automotive supplies — — 5,716,030 — 5,716,030 Total Revenue 12,741,064 12,203,890 5,716,030 — 30,660,984 Cost of sales 9,773,371 6,966,064 3,572,289 — 20,311,724 Operating expenses 2,892,973 4,153,938 3,119,435 1,286,813 11,453,159 Income (loss) from operations $ 74,720 $ 1,083,888 $ (975,694 ) $ (1,286,813 ) $ (1,103,899 ) Year Ended December 31, 2020 Retail & Appliances Construction Automotive Supplies Corporate Services Total Revenue Furniture and appliances $ 7,625,222 $ — $ — $ — $ 7,625,222 Construction — 1,120,224 — — 1,120,224 Automotive supplies — — — — — Total Revenue 7,625,222 1,120,224 — — 8,745,446 Cost of sales 5,866,413 665,022 — — 6,531,435 Operating expenses 1,986,775 681,040 — 896,092 3,563,908 Loss from operations $ (227,967 ) $ (225,838 ) $ — $ (896,092 ) $ (1,349,897 ) |
Cash Equivalents and Investment
Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
CASH EQUIVALENTS AND INVESTMENTS | NOTE 4 — CASH EQUIVALENTS AND INVESTMENTS December 31, December 31, Cash and cash equivalents Operating accounts $ 1,383,533 $ 976,538 Restricted accounts — 403,811 Subtotal $ 1,383,533 $ 1,380,349 Held to Maturity Investments Restricted accounts – certificates of deposit (4 – 24-month maturities, $ 276,429 $ 276,270 Subtotal $ 276,429 $ 276,270 TOTAL $ 1,659,962 $ 1,656,619 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
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 31, 2021 and for the year ended December 31, 2021 are comprised entirely of the business of Neese. The discontinued operations as of December 31, 2020 and for the year ended December 31, 2020 are comprised of the businesses of Neese and Goedeker. 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 31, 2021 and 2020: December 31, 2021 December 31, 2020 Current Assets – discontinued operations: Cash $ — $ 416,831 Accounts receivable, net — 334,095 Inventories, net — 305,080 Prepaid expenses and other current assets — 268,602 Total current assets – discontinued operations — 1,324,608 Noncurrent Assets – discontinued operations: Property and equipment, net — 1,925,844 Operating lease right of use assets — 501,827 Goodwill — 22,166 Intangible assets, net — 7,933 Total noncurrent assets $ — $ 2,457,770 Current liabilities – discontinued operations: Accounts payable and accrued expenses $ — $ 484,852 Current portion of operating lease liability — 67,725 Notes payable – current portion — 446,545 Total current liabilities – discontinued operations — 999,122 Long term liabilities – discontinued operations: Notes payable – long term, net of current portion — 4,187,376 Accrued expenses – long term, related party — 1,359,989 Financing lease liability, net of current portion — 434,102 Total long term liabilities – discontinued operations $ — $ 5,981,467 The following information presents the major classes of line items constituting the after -tax Years Ended December 31, 2021 2020 REVENUES Services $ 612,862 $ 3,379,653 Sales of parts and equipment 324,189 3,322,945 Furniture and appliances — 42,709,714 TOTAL REVENUE 937,051 49,412,312 OPERATING EXPENSES Cost of sales 298,050 38,488,245 Personnel costs 485,774 6,534,408 Depreciation and amortization 360,746 1,547,378 Fuel 112,746 378,115 General and administrative 290,872 8,555,731 TOTAL OPERATING EXPENSES 1,548,188 55,503,877 LOSS FROM OPERATIONS (611,137 ) (6,091,564 ) OTHER INCOME (EXPENSE) Financing costs and loss on early extinguishment of debt (320 ) (792,721 ) Gain on forgiveness of debt 380,247 — Loss on extinguishment of debt — (1,852,426 ) Gain on sale of assets 548,723 130,748 Loss on acquisition receivable — (809,000 ) Change in warrant liability — (2,127,656 ) Interest expense (78,308 ) (985,840 ) Other income (expense) 1,200 3,599 TOTAL OTHER INCOME (EXPENSE) 851,542 (6,433,296 ) NET LOSS BEFORE INCOME TAXES 240,405 (12,524,860 ) INCOME TAX EXPENSE — 350,603 NET INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS 240,405 (12,875,463 ) LESS NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 108,182 (5,036,832 ) NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS $ 132,223 $ (7,838,631 ) 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: Years Ended December 31, 2021 2020 Cash flows from operating activities of discontinued operations: Net Income (Loss) $ 240,405 $ (12,875,461 ) Adjustments to reconcile net loss to net cash provided by (used in) operating Depreciation and amortization 360,746 1,547,378 Amortization of financing costs and warrant features 2,187 842,174 Stock compensation — 281,194 Amortization of operating lease right-of-use assets 19,007 63,253 Gain on forgiveness of PPP loans (380,247 ) — Loss on extinguishment of debt — 2,052,118 Amortization of original interest discount — 100,511 Gain on sale of equipment (548,723 ) (130,748 ) 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 (3,327,816 ) Inventory (161,286 ) (2,125,032 ) Prepaid expenses and other assets 49,222 (1,144,323 ) Accounts payable and accrued expenses 118,980 368,128 Operating lease liability (19,007 ) (63,253 ) Vendor deposits — (252,688 ) Deferred tax asset — 635,503 Customer deposits — 14,427,180 Accrued expense long-term 137,438 454,209 Net cash provided by (used in) operating activities from discontinued $ (170,580 ) $ 3,788,983 Cash flows from investing activities in discontinued operations: Proceeds from sale of equipment $ 675,000 $ 209,500 Purchase of equipment (30,697 ) (137,499 ) Net cash provided by investing activities in discontinued operations $ 644,303 $ 72,001 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 ) (3,474,557 ) Repayment of floor plan — (10,581 ) Net borrowings from lines of credit — (1,339,430 ) Financing fees — (219,110 ) Repayment of financing lease — (721,151 ) Net cash provided by (used in) financing activities in discontinued operations $ (208,693 ) $ 4,449,634 The following are the financial instruments of the discontinued operations: Lines of Credit Burnley Capital LLC On April 5, 2019, Goedeker, as borrower, and Holdco entered into a loan and security agreement with Burnley Capital LLC (“Burnley”) for revolving loans in an aggregate principal amount that will not exceed the lesser of (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. On August 4, 2020, Goedeker used a portion of the proceeds from its initial public offering (the “Goedeker IPO”) to repay the revolving note in full and the loan and security agreement was terminated. The total payoff amount was $118,194, consisting of principal of $32,350, interest of $42 and prepayment, legal, and other fees of $85,802. Northpoint Commercial Finance LLC On June 24, 2019, Goedeker entered into a loan and security agreement with Northpoint Commercial Finance LLC, which was amended on August 2, 2019, for revolving loans up to an aggregate maximum loan amount of $1,000,000 for the acquisition, financing or refinancing by Goedeker of inventory at an interest rate of LIBOR plus 7.99%. As of December 31, 2019, the balance of the line of credit was $678,993. Goedeker terminated the loan and security agreement on May 18, 2020. Home State Bank On June 13, 2018, 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. 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. 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 30, 2021 and 2020, $400,000 and $145,690, respectively, was remitted to Home State Bank pursuant to this requirement. 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 Small Business Community Capital II, L.P. On April 5, 2019, Goedeker, as borrower, and Holdco entered into a loan and security agreement with Small Business Community Capital II, L.P. (“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 -diluted On August 4, 2020, Goedeker used a portion of the proceeds from the Goedeker IPO to repay the term note in full and the loan and security agreement was terminated. The total payoff amount was $1,122,412 consisting of principal of $1,066,640, interest of $11,773 and prepayment, legal, and other fees of $43,999. Goedeker classified the warrant as a derivative liability on the balance sheet at June 30, 2020 of $2,250,000 based on the estimated value of the warrant in the Goedeker IPO. The increase in the value of the warrant from the estimated value of $122,344 at December 31, 2020 resulted in a charge of $2,127,656 during the period January 1, 2020 through October 23, 2020 (date of distribution). Immediately prior to the closing of the Goedeker IPO on August 4, 2020, SBCC converted the warrant into 250,000 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 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 -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 31, 2019, the balance of the note was $3,300,444. 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 4, 2020, pursuant to which (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. 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 5, 2019, the Company, Holdco and Goedeker entered into a securities purchase agreement with Leonite Capital LLC, a Delaware limited liability company, pursuant to which they issued to Leonite Capital LLC a secured convertible promissory note in the aggregate principal amount of $714,286 due April 5, 2020. See Note 12 for further details of the convertible promissory note. 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 3, 2017, between Utica, as lessor, and 1847 Neese and Neese, as co -lessees -of-term On October 31, 2017, 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. On July 29, 2020, the Company paid $568,597 to repay this capital lease transaction with Utica in full. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
RECEIVABLES | NOTE 6 — RECEIVABLES At December 31, 2021 and 2020, receivables consisted of the following: December 31, December 31, Credit card payments in process of settlement $ 116,187 $ 158,924 Retainage 803,989 — Trade receivables from customers 2,691,702 366,701 Vendor rebates receivable 126,118 — Total receivables 3,737,996 525,625 Allowance for doubtful accounts (359,000 ) — Accounts receivable, net $ 3,378,996 $ 525,625 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 7 — INVENTORIES At December 31, 2021 and 2020, the inventory balances are composed of finished goods for sale, as well as materials, parts, and components used in construction. December 31, December 31, Construction $ 1,543,980 $ 6,308 Appliances 2,206,336 2,029,270 Automotive 2,064,834 — Subtotal 5,815,150 2,035,578 Allowance for inventory obsolescence (387,848 ) (12,824 ) Inventories, net $ 5,427,302 $ 2,022,754 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 11 — NOTES PAYABLE Summary of Notes Payable December 31, 2021 December 31, 2020 Line of Credit $ — $ 301,081 8% Subordinated Amortizing Promissory Notes — 101,980 6% Subordinated Amortizing Promissory Notes 581,963 975,985 PPP loans — 357,500 4.5% Unsecured Promissory Notes — 41,675 Loans on vehicles 396,351 90,374 Financing leases 522,166 — Subtotal 1,500,480 1,868,595 Line of Credit — (301,081 ) Current portion of notes payable (793,174 ) (429,183 ) Long-term notes payable $ 707,306 $ 1,138,331 Asien’s Arvest Bank On July 10, 2020, Asien’s entered into a promissory note and security agreement with Arvest Bank for a revolving loan for up to $400,000. The loan bore 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%. The remaining principal balance of the note at December 31, 2020 was $301,081 and it had accrued interest of $995. On October 8, 2021, the revolving loan was paid off and terminated for $301,240. 8% Subordinated Amortizing Promissory Note A portion of the purchase price for acquisition of Asien’s on May 28, 2020 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 were payable quarterly at the rate of eight percent (8%) per annum. The outstanding principal amount of the note amortized on a one -year -line 6% Amortizing Promissory Note On July 29, 2020, 1847 Asien entered into a securities purchase agreement with the Asien’s Seller, pursuant to which the Asien’s Seller sold to 415,000 of the Company’s common shares to 1847 Asien a purchase price of $2.50 per share. As consideration, 1847 Asien issued to the Asien’s Seller a two -year -half -year -line -half Inventory Financing Agreement On September 25, 2020, Asien’s entered into an inventory financing agreement with Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”), pursuant to which Wells Fargo may extend credit to Asien’s from time to time to enable it to purchase inventory from Wells Fargo -approved 4.5% Unsecured Promissory Note On October 30, 2017, Asien’s entered into a stock repurchase agreement with Paul A. Gwilliam and Terri L. Gwilliam, co -trustees Loans on Vehicles Asien’s has entered into seven retail installment sale contracts pursuant to which Asien’s agreed to finance its delivery trucks at rates ranging from 3.74% to 8.72% with an aggregate remaining principal amount of $146,043 as of December 31, 2021. Kyle’s 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 30, 2020, 1847 Cabinet issued a secured promissory note to the Company in the principal amount of $4,525,000, which was amended and restated on December 11, 2020 and again on October 8, 2021 to increase the principal amount to $15,955,325. 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 (Note 12). The remaining principal balance of the note at December 31, 2021 is $6,549,073 and it has accrued interest of $35,416. 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 from 5.90% to 6.54% with an aggregate remaining principal amount of $64,255 as of December 31, 2021. Financing Leases Kyle’s has entered into two financing lease agreements for expansion equipment. The equipment was installed in December 2021. These agreements have terms of six years beginning at the time of installation. On May 6, 2021, Kyle’s entered in an equipment financing lease to purchase equipment for $276,896, maturing on December 1, 2027. The balance payable was $276,896 as of December 31, 2021. On October 12, 2021, Kyle’s entered in an equipment financing lease to purchase equipment for $245,375, maturing on December 1, 2027. The balance payable was $245,375 as of December 31, 2021. Following is a summary of payments due on financing leases for the succeeding five years: Year Ending December 31, Amount 2022 $ 99,075 2023 99,075 2024 99,075 2025 99,075 2026 99,075 Thereafter 99,075 Total payments 594,450 Less: amount representing interest (72,178 ) Present value of minimum lease payments $ 522,272 As of December 31, 2021, the weighted -average Wolo 6% Secured Promissory Note A portion of the purchase price for the acquisition of Wolo on March 30, 2021 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 was payable quarterly at the rate of six percent (6%) per annum. On October 8, 2021, the promissory note was repaid in full. Credit Agreement and Notes On March 30, 2021, 1847 Wolo and Wolo entered into a credit agreement with Sterling National Bank for revolving loans in the principal amount of $1,000,000 and a term loan in the principal amount of $3,550,000. On October 8, 2021, the revolving loan and the term loan were repaid in full. High Mountain/Innovative Cabinets Loans on Vehicles/Equipment High Mountain and Innovative Cabinets have entered into seventeen retail installment sale contracts pursuant to which they agreed to finance delivery trucks and equipment at rates ranging from 3.74% to 6.80% with an aggregate remaining principal amount of $186,054 as of December 31, 2021. Financing Leases On February 14, 2019, High Mountain entered in an equipment financing lease to purchase a lift truck for $24,337, maturing on January 19, 2024. The balance payable was $11,044 as of December 31, 2021. On June 2, 2020, High Mountain entered in an equipment financing lease to purchase office printers for $9,240, maturing on May 2, 2024. The balance payable was $5,757 as of December 31, 2021. Following is a summary of payments due on financing leases for the succeeding five years: Year Ending December 31, Amount 2022 $ 8,161 2023 8,161 2024 1,515 2025 — 2026 — Thereafter — Total payments 17,837 Less: amount representing interest (1,036 ) Present value of minimum lease payments $ 16,801 As of December 31, 2021, the weighted -average PPP Loans On April 28, 2020, Asien’s received $357,500 in PPP loans from the SBA under provisions of the CARES Act. The PPP loans have two -year proceeds from the PPP loans for qualifying expenses and to applied for forgiveness of the PPP loans in accordance with the terms of the CARES Act. On February 16, 2021, Asien’s received notice from Exchange Bank that its loan had been forgiven in its entirety by the SBA. Following is a summary of payments due on notes payable and financing leases for the succeeding five years: Year Ending December 31, Amount 2022 $ 820,400 2023 212,554 2024 179,868 2025 160,270 2026 118,647 Thereafter 206,701 Total payments $ 1,698,440 |
Vesting Note Payable _ Related
Vesting Note Payable — Related Party | 12 Months Ended |
Dec. 31, 2021 | |
Vesting Note Payable – Related Party [Abstract] | |
VESTING NOTE PAYABLE — RELATED PARTY | NOTE 12 — VESTING NOTE PAYABLE — RELATED PARTY Vesting Promissory Note A portion of the purchase price for the acquisition of Kyle’s on September 30, 2020 was paid by the issuance of a vesting promissory note by 1847 Cabinet to the Kyle’s Sellers in the principal amount of $1,050,000, which increased to a principal amount of up to $1,260,000 pursuant to the vested percentage calculation described below. Payment of the principal and accrued interest on the note is subject to vesting as described below. The note bears interest on the vested portion of principal amount at the rate of eight percent (8%) per annum. To the extent vested, the vested portion of the principal and all accrued but unpaid interest on such vested portion of the principal shall be paid in one lump sum on the last day of the thirty -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 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. For the year ended December 31, 2020, EBITDA of 1847 Cabinet was approximately $1,531,000, resulting in a vested amount of approximately $415,000. For the year ended December 31, 2021, EBITDA of 1847 Cabinet was approximately $427,504, resulting in an additional vested amount of approximately $602,204. As of December 31, 2021, the fair value of the outstanding balance expected to be paid on this note was $1,001,183. 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 months). For purposes of this redemption calculation, the “unvested principal amount” shall be $350,000 per year. 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. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | NOTE 13 — CONVERTIBLE PROMISSORY NOTES 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 Innovative Cabinets, entered into a note purchase agreement with two institutional investors, 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 $617,825, the Company received net proceeds of $23,744,975, of which $10,687,500 was used to fund the cash portion of the purchase price for the acquisition of High Mountain and Innovative Cabinets. In addition, as consideration for the financing, the Company granted the financing agent 750,000 warrants with a fair value of $956,526 and 7.5% interest in High Mountain and Innovative Cabinets acquisition which had a fair value of $1,146,803. The agent fees were reflected as a discount against the convertible note payable with the warrants being included in additional paid in capital and the equity interest being including within noncontrolling interest on the consolidated balance sheet. The remaining principal balance of the notes at December 31, 2021 is $23,787,936, net of debt discounts of $3,072,064, and they have accrued interest of $467,689. 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 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 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. 6% Subordinated Convertible Promissory Notes A portion of the purchase price for the acquisition of High Mountain and Innovative Cabinets on October 8, 2021 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&I Sellers. The remaining principal balance of the notes at December 31, 2021 is $4,838,997, net of debt discount of $1,041,348, and they have accrued interest of $108,262. 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. In addition, on October 8, 2021, the Company entered into an exchange agreement with the H&I Sellers, pursuant to which the Company granted them the right to exchange all of the principal amount and accrued but unpaid interest under the notes 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 -the-counter The notes contain customary events of default, including in the event of a default under the secured convertible promissory notes described above. 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 above. Leonite Capital Note On April 5, 2019, the Company, Holdco and Goedeker (collectively, “1847”) entered into a securities purchase agreement with Leonite Capital LLC (“Leonite”), pursuant to which 1847 issued to Leonite a secured convertible promissory note in the aggregate principal amount of $714,286 due April 5, 2020. 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 -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 11, 2020, 1847 and Leonite entered into a first amendment to secured convertible promissory note, pursuant to which the parties agreed (i) to extend the maturity date of the note to October 5, 2020, (ii) that 1847’s failure to repay the note on the original maturity date of April 5, 2020 shall not constitute and event of default under the note and (iii) to increase the principal amount of the note by $207,145, as a forbearance fee. 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 4, 2020, Leonite converted $100,000 of the outstanding balance of the note into 100,000 common shares. On July 21, 2020, Leonite converted $50,000 of the outstanding balance of the note into 50,000 common shares. On August 4, 2020, Goedeker used a portion of the proceeds from the Goedeker IPO to repay the note in full. The total payoff amount was $780,653, consisting of principal of $771,431 and interest of $9,222. On September 2, 2020, the Company entered into amendment to the warrant issued to Leonite on April 5, 2019. 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. On September 2, 2020, Leonite exercised the first warrant in accordance with the foregoing amendment and the Company issued 180,000 common shares to Leonite. As a result of this exercise, both warrants were cancelled. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 14 — OPERATING LEASES Kyle’s On September 1, 2020, Kyle’s entered into an industrial lease agreement with the Kyle’s Sellers, who are officers of Kyle’s and principal shareholders of the Company. 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 -60 On June 9, 2021, Kyle’s entered into an additional industrial lease agreement with a third party. The lease commenced on January 1, 2022 and is for a term of 62 months, with an option for a renewal term of five years, and provides for a base rent of $3,336 for months 3 -4 Supplemental balance sheet information related to these leases is as follows: December 31, 2021 Operating lease right-of-use lease asset $ 735,074 Accumulated amortization (85,777 ) Net balance $ 649,297 Lease liability, current portion 113,105 Lease liability, long term 539,234 Total operating lease liabilities $ 652,339 Weighted Average Remaining Lease Term – operating leases 54 months Weighted Average Discount Rate – operating leases 5.5 % Future minimum lease payments under these operating lease as of December 31, 2021 were as follows: 2022 $ 146,559 2023 169,839 2024 174,043 2025 146,885 2026 90,099 Thereafter 15,017 Total lease payments 742,442 Less imputed interest (90,103 ) Maturities of lease liabilities $ 652,339 High Mountain On December 1, 2017, High Mountain entered into a lease agreement with a third party. The lease commenced on January 1, 2018 and was for a period of 48 months, expiring on December 31, 2021. High Mountain is continuing to pay on a month -to-month On October 29, 2021, High Mountain entered into a new lease agreement with a third party. The term of the lease will commence upon the completion of work, which is expected in March or April 2022, and is for a period of 61 months. The base rent is $29,400 for months 2 -13 -61 Supplemental balance sheet information related to these leases is as follows: December 31, Operating lease right-of-use lease asset $ 2,055,995 Accumulated amortization (337,812 ) Net balance $ 1,718,183 Lease liability, current portion 258,843 Lease liability, long term 1,459,339 Total operating lease liabilities $ 1,718,182 Weighted Average Remaining Lease Term – operating leases 61 Months Weighted Average Discount Rate – operating leases 4.0 % Future minimum lease payments under these operating lease as of December 31, 2021 were as follows: 2022 $ 294,000 2023 364,560 2024 379,142 2025 394,308 2026 410,082 Thereafter 68,788 Total lease payments 1,910,880 Less imputed interest (192,697 ) Maturities of lease liabilities $ 1,718,183 Innovative Cabinets On January 20, 2020, Innovative Cabinets entered into a lease agreement with the third party. The term of the lease commenced on April 1, 2020 and is for a period of 36 months. The base rent is $2,936 for the first year, with gradual increases to $3,140 for the final year. In addition, Innovative Cabinets is responsible for its proportionate share of all taxes, insurance and certain operating costs during the lease term. The lease agreement contains customary events of default, representations, warranties and covenants. On December 7, 2020, Innovative Cabinets entered into a lease agreement with the third party. The term of the lease commenced on January 1, 2021 and is for a period of 61 months. The base rent is $15,600 for 2021, with gradual increases to $18,085 for 2026. In addition, Innovative Cabinets is responsible for its proportionate share of all taxes, insurance and certain operating costs during the lease term. The lease agreement contains customary events of default, representations, warranties and covenants. Supplemental balance sheet information related to these leases is as follows: December 31, Operating lease right-of-use lease asset $ 1,232,993 Accumulated amortization (454,609 ) Net balance $ 778,384 Lease liability, current portion 218,873 Lease liability, long term 584,833 Total operating lease liabilities $ 803,706 Weighted Average Remaining Lease Term – operating leases 42 Months Weighted Average Discount Rate – operating leases 4.02 % Future minimum lease payments under these operating lease as of December 31, 2021 were as follows: 2022 $ 230,191 2023 208,020 2024 204,558 2025 210,695 2026 18,085 Total lease payments 871,549 Less imputed interest (67,843 ) Maturities of lease liabilities $ 803,706 Wolo On October 4, 1978, Wolo Mfg entered into a lease agreement with PKL Realty LLC (formerly P.K.L. Realty Corp). This lease agreement has been amended numerous times. Pursuant to the latest amendment entered into in July 2020, the lease expires on July 31, 2022 and provides for rent of $6,897 from August 8, 2021 to July 31, 2022. The lease agreement contains customary events of default representations, warranties and covenants. Supplemental balance sheet information related to this lease is as follows: December 31, Operating lease right-of-use lease asset $ 153,663 Accumulated amortization (106,924 ) Net balance $ 46,739 Lease liability, current portion 47,328 Lease liability, long term — Total operating lease liabilities $ 47,328 Weighted Average Remaining Lease Term – operating leases 7 months Weighted Average Discount Rate – operating leases 6.0 % Future minimum lease payments under this operating lease as of December 31, 2021 were as follows: 2022 $ 48,279 Total lease payments 48,279 Less imputed interest (951 ) Maturities of lease liabilities $ 47,328 Asien’s Asien’s has an office and showroom space that has been leased on a month -by-month Supplemental cash flows information related to leases was as follows: December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 985,122 $ 21,000 Right-of-use asset obtained in exchange for lease obligation: Operating lease $ 3,040,854 $ 373,916 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 — COMMITMENTS AND CONTINGENCIES Future Financing Leases Kyle’s has entered into three financing lease agreements for expansion equipment. The equipment has been installed and expected to be in service in the second quarter of 2022. These agreements have terms of six years beginning at the time of installation, no payment have been made on the lease agreement as of December 31, 2021 and the expected future minimum lease payments under the leases are $630,816. Office Lease An office space has been leased on a month -by-month |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 18 — INCOME TAXES As of December 31, 2021 and 2020, the Company had net operating loss carry forwards of approximately $438,209 and $347,000, respectively, that may be available to reduce future years’ taxable income in varying amounts through 2041. The provision for Federal income tax consists of the following: The cumulative tax effect at the expected rate of (3.4)% and (4.8)% 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 $ 143,000 $ — Deferred Federal and State 75,300 83,900 Total (benefit) provision for income taxes $ 218,300 $ (83,900 ) 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 1.7 % 4.1 % Discontinued operations 0.0 % (5.4 )% Permanent items (5.0 )% (1.6 )% Measurement Period Adjustment (16.9 )% 0.0 % Valuation Allowance 2.3 % (22.6 )% Other (6.5 )% (0.3 )% Effective income tax rate (3.4 )% (4.8 )% 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 $242,000 and a net cumulative long -term December 31, 2021 December 31, 2020 Deferred tax assets Inventory obsolescence $ 107,000 $ 4,000 Sales return reserve — 48,000 Business interest limitation 481,000 20,000 Lease liability 712,000 95,000 Other 135,000 55,000 Loss carryforward 153,000 94,000 Valuation Allowance — (132,000 ) Total deferred tax assets $ 1,588,000 $ 184,000 Deferred tax liabilities Fixed assets $ (230,000 ) $ (89,000 ) Right of Use Assets (706,000 ) (95,000 ) Intangibles (2,722,000 ) — Total deferred tax liabilities $ (3,658,000 ) $ (184,000 ) Total net deferred income tax assets (liabilities) $ (2,070,000 ) $ — The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. At December 31, 2011 and 2020, the Company does not believe that a liability for uncertain tax provisions exists, and therefore, accrued interest and penalties were $0 and $0, respectively. The tax years ended December 31, 2016 through December 31, 2021 are considered to be open under statute and therefore may be subject to examination by the Internal Revenue Service and various state jurisdictions. 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 31, 2021 and 2020. As of December 31, 2021 2020 Prepaid income taxes (accrued tax liability) $ (175,000 ) $ 21,000 Deferred tax asset (liability) $ (2,070,000 ) $ — Years Ended December 31, 2021 2020 Income tax (benefit)/expense $ 218,000 $ (84,000 ) |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | NOTE 19 — SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the years ended December 31, 2021 and 2020 were as follows: Years Ended December 31, 2021 2020 Interest paid $ 176,204 $ 415,451 Income tax paid $ 50,000 $ — Business combinations: Net assets in acquisition of H&I $ 3,716,375 $ — Wolo business combination $ 6,606,403 $ — Kyle’s business combination $ — $ 3,516,530 Asien’s business combination $ — $ 1,182,925 Financing: Due to seller (net cash paid to seller after closing) $ 977,685 $ 4,622,792 Notes payable sellers $ 6,730,345 $ — Line of credit, net of debt discount $ — $ 568,597 Finance purchases of property and equipment $ 688,978 $ Convertible Promissory Note $ — $ 1,353,979 Common Shares $ — $ 1,115 Accrued common share dividends $ 242,160 $ — Deemed Dividend related to issuance of preferred shares $ 1,527,086 $ 3,051,478 1847 Goedeker Spin-Off Dividend $ — $ 283,257 Distribution – Allocation shares $ — $ 5,985,500 Additional Paid in Capital – common shares and warrants issued $ 757,792 $ 4,711,385 Operating lease, ROU assets and liabilities $ 2,184,477 $ 373,916 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation [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 year ended December 31, 2020. The results of 1847 Neese are included within discontinued operations for the years ended December 31, 2021 and 2020. The Company retrospectively updated the consolidated financial statements for the year ended December 31, 2020 to reflect this change. |
Accounting Basis | 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 businesses of Kyle’s, High Mountain and Innovative Cabinets. Kyle’s, which is based in Boise, Idaho, 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. High Mountain, which is based in Reno, Nevada, specializes in all aspects of finished carpentry products and services, including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built -in The Automotive Supplies Segment is comprised of the business of Wolo, which is based in Deer Park, NY, and designs and sells 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 | 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. |
Impact of Covid-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 year ended December 31, 2021. The Company reclassified certain operating expense accounts in the Consolidated Statement of Operations. The reclassification had no impact on financial position, net income, or shareholder’s equity. |
Revenue Recognition and Cost of Revenue | Revenue Recognition and Cost of Revenue On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014 -09 Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment The Company collects 100% of the payment for special -order -special Performance Obligations — The revenue that the Company recognizes arises from orders it receives from customers. The Company 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, the Company’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, the Company has satisfied its performance obligation and it recognizes revenue. Transaction Price ‒ The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company’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 the Company 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 the Company. Substantially all 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. The Company has a diverse customer base with no one client accounting for more than 5% of total revenue. Customer deposits ‒ The Company records customer deposits when payments are received in advance of the delivery of the merchandise. The Company expects that substantially all of the customer deposits will be recognized within six months as the performance obligations are satisfied. Construction Segment The Company’s construction segment revenues are derived primarily through contracts with customers whereby the Company specializes in all aspects of products and services relating to finished carpentry, custom cabinetry, and countertops. The Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Since most contracts are bundled to include both material and installation services, the Company combines these items into one performance obligation as the overall promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. The Company does offer assurance -type For any contracts that are not complete at the reporting date, the Company recognizes revenue over time, because of the continuous transfer of control to the customer as work is performed at the customer’s site and, therefore, the customer controls the asset as it is being installed. The Company utilizes the cost -to-cost When this method is used, the Company estimates the costs to complete individual contracts and record as revenue that portion of the total contract price that is considered complete based on the relationship of costs incurred to date to total anticipated costs. Unforeseen events and circumstances can alter the estimate of the costs associated with a particular contract. Total estimated costs at completion can be impacted by changes in productivity, scheduling, cost of labor, and materials. Additionally, external factors such as weather, and customer delays may affect the progress of a project’s completion, and thus the timing and amount of revenue recognition, cash flow, and profitability from a particular contract may be adversely affected. An insignificant portion of sales, primarily retail sales, is accounted for on a point -in-time Contracts can be subject to modification to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch -up All contracts are billed either contractually or as work is performed. Billing on long -term Cost of revenues earned include all direct material and labor costs and those indirect costs related to contract performance. The cost of significant uninstalled materials, re -work -to-cost Contract Assets and Contract Liabilities The Company records a contract asset when it has satisfied its performance obligation prior to billing and a contract liability when a customer payment is received prior to the satisfaction of the Company’s performance obligation. The difference between the beginning and ending balances of contract assets and liabilities primarily results from the timing of the Company’s performance and the customer’s payment. At times, the Company has a right to payment from previous performance that is conditional on something other than passage of time, such as retainage, which is included in contract assets or contract liabilities, as determined on a contract -by-contract Automotive Supplies Segment The Company’s automotive supplies segment designs and sells 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 The Company 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 the Company recognizes arises from orders it receives from contracts with customers. The Company’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, the Company’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, the Company has satisfied its performance obligation and it recognizes revenue. Transaction Price ‒ The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company’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 the Company 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 the Company. Warranties vary and are typically 90 days to consumers and manufacturing defect warranty to are available to resellers. At times, depending on the product, the Company can also offer a warranty up to 12 months. |
Receivables | Receivables Receivables consist of trade accounts receivable from customer, credit card transactions in the process of settlement, and vendor rebates receivable. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivables 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 receivable. Retainage receivables represent the amount retained by customers to ensure the quality of the installation and is received after satisfactory completion of each installation project. Management regularly reviews aging of retainage receivables and changes in payment trends and records an allowance when collection of amounts due are considered at risk. The allowance for doubtful accounts amounted to $359,000 and $0 for the years ended December 31, 2021 and 2020, respectively. Uncollectible balances are expensed in the periods they are determined to be uncollectible. |
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. Kyle’s typically orders inventory on a job -by-job -average specific item basis. The Company periodically evaluates the value of items in inventory and provides write -downs |
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 |
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 1, and whenever indicators of impairment exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life Customer-Related Straight -line 5 -15 Marketing-Related Straight -line 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 |
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. |
Derivative Instrument Liability | 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. |
Stock-Based 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 year ended December 31, 2021, potentially dilutive securities were included in diluted loss per share under the treasury method: 5,200,460 for outstanding warrants, 2,257,404 for principal and accrued interest of series A convertible preferred shares, and 10,131,076 for the principal and accrued interest of convertible notes. As the Company had a net loss for the year ended December 31, 2020, the following 2,632,278 potentially dilutive securities were excluded from diluted loss per share: 2,632,278 for outstanding warrants. |
Operating Leases | Operating 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 | 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 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 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 consolidated financial statements in the Company’s Annual Report on Form 10 -K The impact of COVID -19 -19 proceeds from the PPP loans for qualifying expenses and to applied for forgiveness of the PPP loans in accordance with the terms of the CARES Act. On February 16, 2021, Asien’s received notice from Exchange Bank that its loan had been forgiven in its entirety by the SBA. 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 |
Disaggregation of Revenues an_2
Disaggregation of Revenues and Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of revenues | Three Months Ended March 31, 2022 Retail and Construction Automotive Total Revenues Appliances $ 2,204,625 $ — $ — $ 2,204,625 Appliance accessories, parts, and other 316,159 — — 316,159 Automotive horns — — 1,199,856 1,199,856 Automotive lighting — — 442,135 442,135 Custom cabinets and countertops — 4,167,801 — 4,167,801 Finished carpentry — 3,743,302 — 3,743,302 Total Revenues $ 2,520,784 $ 7,911,103 $ 1,641,991 $ 12,073,878 Three Months Ended March 31, 2021 Retail and Construction Automotive Total Revenues Appliances $ 2,899,361 $ — $ — $ 2,899,361 Appliance accessories, parts, and other 365,005 — — 365,005 Automotive horns — — — — Automotive lighting — — — — Custom cabinets and countertops — 1,515,909 — 1,515,909 Finished carpentry — — — — Total Revenues $ 3,264,366 $ 1,515,909 $ — $ 4,780,275 |
Schedule of segment information revenues | Three Months Ended March 31, 2022 Retail and Construction Automotive Corporate Total Revenues $ 2,520,784 $ 7,911,103 $ 1,641,991 $ — $ 12,073,878 Operating expenses — Cost of sales 1,871,450 4,879,591 998,089 — 7,749,130 Personnel 230,388 1,134,210 300,328 (87,226 ) 1,577,700 Depreciation and amortization 79,797 379,704 51,870 — 511,371 General and administrative 449,494 1,116,558 386,781 213,374 2,166,207 Total Operating Expenses 2,631,129 7,510,063 1,737,068 126,148 12,004,408 Income (Loss) from Operations $ (110,345 ) $ 401,040 $ (95,077 ) $ (126,148 ) $ 69,470 Three Months Ended March 31, 2021 Retail and Appliances Construction Automotive Supplies Corporate Services Total Revenues $ 3,264,366 $ 1,515,909 $ — $ — $ 4,780,275 Operating expenses — — Cost of sales 2,506,652 754,030 — — 3,260,682 Personnel 253,083 231,589 — — 484,672 Depreciation and amortization 44,675 77,431 — — 122,106 General and administrative 434,587 215,311 598,295 76,003 1,324,196 Total Operating Expenses 3,238,997 1,278,361 598,295 76,003 5,191,656 Income (Loss) from Operations $ 25,369 $ 237,548 $ (598,295 ) $ (76,003 ) $ (411,381 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and equipment | March 31, December 31, Equipment and machinery $ 1,127,897 $ 808,592 Office furniture and equipment 107,903 105,203 Transportation equipment 901,426 864,121 Leasehold improvements 123,651 112,356 Total property and equipment 2,260,877 1,890,272 Less: Accumulated depreciation (339,910 ) (194,961 ) Property and equipment, net $ 1,920,967 $ 1,695,311 | Classification December 31, December 31, Buildings and leasehold improvements $ 135,804 $ 42,601 Equipment and machinery 836,622 171,179 Office furniture and equipment 53,725 2,613 Transportation equipment 864,121 213,850 Total 1,890,272 430,243 Less: Accumulated depreciation (194,961 ) (31,740 ) Property and equipment, net $ 1,695,311 $ 398,503 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | March 31, December 31, Customer relationships $ 5,791,000 $ 5,791,000 Marketing related 5,917,000 5,917,000 Technology related 623,000 623,000 Total intangible assets 12,331,000 12,331,000 Less: accumulated amortization (1,251,795 ) (887,103 ) Intangible assets, net $ 11,079,205 $ 11,443,897 | December 31, December 31, Customer Relationships Identifiable intangible assets $ 5,791,000 $ 3,189,000 Accumulated amortization (399,480 ) (63,419 ) Customer relationship identifiable intangible assets, net 5,391,520 3,125,581 Marketing Related Identifiable intangible assets 5,917,000 841,000 Accumulated amortization (418,404 ) (81,114 ) Marketing related identifiable intangible assets, net 5,498,596 759,886 Technology Related Identifiable intangible assets 623,000 — Accumulated amortization (69,219 ) — Technology related identifiable intangible assets, net 553,781 — Total Identifiable intangible assets, net $ 11,443,897 $ 3,885,467 |
Schedule of estimated amortization expense | Year Ending December 31, Amount 2022 – remaining $ 1,094,088 2023 1,458,780 2024 1,458,750 2025 1,325,745 2026 1,157,523 Thereafter 4,584,319 Total $ 11,079,205 | 2022 $ 1,458,780 2023 1,458,780 2024 1,458,750 2025 1,325,745 2026 1,157,523 Thereafter 4,584,319 Total $ 11,443,897 |
Selected Account Information (T
Selected Account Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedules of receivables | March 31, December 31, Trade accounts receivable $ 3,235,644 $ 2,691,702 Vendor rebates receivable 12,194 126,118 Credit card payments in process of settlement — 116,187 Retainage 1,029,976 803,989 Total receivables 4,277,814 3,737,996 Allowance for doubtful accounts (359,000 ) (359,000 ) Accounts receivable, net $ 3,918,814 $ 3,378,996 |
Schedules of inventories | March 31, December 31, Appliances $ 2,554,539 $ 2,206,336 Automotive 1,824,260 2,064,834 Construction 1,814,543 1,543,980 Total inventories 6,193,342 5,815,150 Less reserve for obsolescence (387,848 ) (387,848 ) Total inventories, net $ 5,805,494 $ 5,427,302 |
Schedules of accounts payable and accrued expenses | March 31, December 31, Trade accounts payable $ 3,810,165 $ 3,117,825 Credit cards payable 80,536 52,300 Accrued payroll liabilities 397,717 263,590 Accrued interest 853,402 711,258 Accrued dividends 384,977 242,160 Other accrued liabilities 384,779 431,539 Total accounts payable and accrued expenses $ 5,911,576 $ 4,818,672 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Lessee, Operating Lease, Disclosure [Table Text Block] | March 31, December 31, Operating lease right-of-use assets $ 3,094,573 $ 3,192,604 Lease liabilities, current portion 595,039 613,696 Lease liabilities, long-term 2,542,790 2,607,862 Total operating lease liabilities $ 3,137,829 $ 3,221,558 Weighted-average remaining lease term (months) 54 59 Weighted average discount rate 4.29 % 4.29 % |
Schedule of maturities of operating lease liabilities | Year Ending December 31, Amount 2022 – remaining $ 524,519 2023 738,690 2024 753,868 2025 747,860 2026 495,994 Thereafter 212,580 Total 3,473,511 Less: imputed interest (335,682 ) Total operating lease liabilities $ 3,137,829 |
Schedule of maturities of finance lease liabilities | Year Ending December 31, Amount 2022 – remaining $ 137,882 2023 184,711 2024 168,254 2025 161,487 2026 161,487 Thereafter 166,688 Total payments 980,509 Less: amount representing interest (138,235 ) Present value of minimum finance lease payments $ 842,274 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
Schedule of unaudited pro forma results | March 31, March 31, Revenues $ 12,073,878 $ 13,373,918 Net income (loss) (927,208 ) 317,547 Net loss attributable to 1847 Holdings common shareholders’ (1,008,245 ) (1,398,248 ) Loss per share attributable to 1847 Holdings common shareholders’: $ (0.21 ) $ (0.29 ) | Years Ended December 31, 2021 2020 Revenues, net $ 51,589,004 $ 42,131,589 Net income (loss) $ (4,445,617 ) $ 1,733,005 Basic earnings (loss) per share $ (0.94 ) $ 0.36 Diluted earnings (loss) per share $ (0.94 ) $ 0.36 Basic Number of Shares (*) 4,749,971 4,807,429 Diluted Number of Shares (*) 4,749,971 4,807,429 * |
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 $ 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 Notes payable $ 850,000 Cash 6,550,000 Net cash paid to Seller (post-closing) 944,056 Amount of consideration $ 8,344,056 Assets acquired and liabilities assumed at fair value Cash $ 1,171,655 Accounts receivable 1,860,107 Inventory 1,944,929 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 $ 6,606,403 Total net assets acquired $ 6,606,403 Consideration paid 8,344,056 Goodwill $ 1,737,653 Purchase consideration at preliminary fair value: Cash $ 10,687,500 Notes payable, net of debt discount 4,753,673 Amount of consideration $ 15,441,173 Assets acquired and liabilities assumed at preliminary fair value Cash $ 208,552 Accounts receivable 1,042,194 Inventory 1,848,729 Contract assets 367,177 Other current assets 80,771 Marketing intangible 1,610,000 Customer intangible 4,843,000 Property and equipment 610,882 Operating lease assets 831,951 Other assets — Accounts payable and accrued expenses (1,207,424 ) Contract liabilities (3,770,081 ) Deferred tax liabilities (1,670,000 ) Lease liabilities (856,377 ) Financing leases (18,600 ) Loans payable (204,399 ) Net tangible assets acquired $ 3,716,375 Total net assets acquired $ 3,716,375 Consideration paid 15,441,173 Preliminary goodwill $ 11,724,798 |
Shareholders_ Deficit (Tables)
Shareholders’ Deficit (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of changes in warrants outstanding | Warrants Weighted- Outstanding at December 31, 2021 5,200,460 $ 2.38 Granted 426,999 3.00 Exercised — — Forfeited — — Outstanding at March 31, 2022 5,627,459 $ 2.43 Exercisable at March 31, 2022 5,627,459 $ 2.43 | |
Schedule of warrant activity | Number of Common Share Warrants Weighted average exercise price Weighted average life (years) Intrinsic Outstanding, January 1, 2021 2,632,278 $ 2.50 2.76 $ — Granted 2,568,182 2.26 3.58 — Exercised — — — — Canceled — — — — Outstanding, December 31, 2021 5,200,460 $ 2.38 2.36 $ 512,500 Exercisable, December 31, 2021 5,200,460 $ 2.38 2.36 $ 512,500 | |
Schedule of options | Number of Options Weighted Average Exercise Price Weighted Average Contractual Term in Years 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 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Loss Per Share [Abstract] | |
Schedule of weighted average shares outstanding and the basic and diluted loss per common share | Basic and Diluted Loss Per Share March 31, Net loss per common share attributable to 1847 Holdings common shareholders’ $ (1,008,245 ) Weighted average common shares outstanding 4,915,655 Basic and diluted loss per share $ (0.21 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation [Abstract] | |
Schedule of property and equipment useful lives | Useful Life Building and Improvements 4 Machinery and Equipment 3 -7 Trucks and Vehicles 3 -6 |
Schedule of identifiable intangible assets | Acquired intangible Asset Amortization Basis Expected Life Customer-Related Straight -line 5 -15 Marketing-Related Straight -line 5 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Segments [Abstract] | |
Schedule of business segments | Year Ended December 31, 2021 Retail & Appliances Construction Automotive Supplies Corporate Services Total Revenue Furniture and appliances $ 12,741,064 $ — $ — $ — $ 12,741,064 Construction — 12,203,890 — — 12,203,890 Automotive supplies — — 5,716,030 — 5,716,030 Total Revenue 12,741,064 12,203,890 5,716,030 — 30,660,984 Cost of sales 9,773,371 6,966,064 3,572,289 — 20,311,724 Operating expenses 2,892,973 4,153,938 3,119,435 1,286,813 11,453,159 Income (loss) from operations $ 74,720 $ 1,083,888 $ (975,694 ) $ (1,286,813 ) $ (1,103,899 ) Year Ended December 31, 2020 Retail & Appliances Construction Automotive Supplies Corporate Services Total Revenue Furniture and appliances $ 7,625,222 $ — $ — $ — $ 7,625,222 Construction — 1,120,224 — — 1,120,224 Automotive supplies — — — — — Total Revenue 7,625,222 1,120,224 — — 8,745,446 Cost of sales 5,866,413 665,022 — — 6,531,435 Operating expenses 1,986,775 681,040 — 896,092 3,563,908 Loss from operations $ (227,967 ) $ (225,838 ) $ — $ (896,092 ) $ (1,349,897 ) |
Cash Equivalents and Investme_2
Cash Equivalents and Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | December 31, December 31, Cash and cash equivalents Operating accounts $ 1,383,533 $ 976,538 Restricted accounts — 403,811 Subtotal $ 1,383,533 $ 1,380,349 Held to Maturity Investments Restricted accounts – certificates of deposit (4 – 24-month maturities, $ 276,429 $ 276,270 Subtotal $ 276,429 $ 276,270 TOTAL $ 1,659,962 $ 1,656,619 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of major classes of assets and liabilities of the discontinued operations | December 31, 2021 December 31, 2020 Current Assets – discontinued operations: Cash $ — $ 416,831 Accounts receivable, net — 334,095 Inventories, net — 305,080 Prepaid expenses and other current assets — 268,602 Total current assets – discontinued operations — 1,324,608 Noncurrent Assets – discontinued operations: Property and equipment, net — 1,925,844 Operating lease right of use assets — 501,827 Goodwill — 22,166 Intangible assets, net — 7,933 Total noncurrent assets $ — $ 2,457,770 Current liabilities – discontinued operations: Accounts payable and accrued expenses $ — $ 484,852 Current portion of operating lease liability — 67,725 Notes payable – current portion — 446,545 Total current liabilities – discontinued operations — 999,122 Long term liabilities – discontinued operations: Notes payable – long term, net of current portion — 4,187,376 Accrued expenses – long term, related party — 1,359,989 Financing lease liability, net of current portion — 434,102 Total long term liabilities – discontinued operations $ — $ 5,981,467 |
Schedule of consolidated statements of operations from discontinued operations | Years Ended December 31, 2021 2020 REVENUES Services $ 612,862 $ 3,379,653 Sales of parts and equipment 324,189 3,322,945 Furniture and appliances — 42,709,714 TOTAL REVENUE 937,051 49,412,312 OPERATING EXPENSES Cost of sales 298,050 38,488,245 Personnel costs 485,774 6,534,408 Depreciation and amortization 360,746 1,547,378 Fuel 112,746 378,115 General and administrative 290,872 8,555,731 TOTAL OPERATING EXPENSES 1,548,188 55,503,877 LOSS FROM OPERATIONS (611,137 ) (6,091,564 ) OTHER INCOME (EXPENSE) Financing costs and loss on early extinguishment of debt (320 ) (792,721 ) Gain on forgiveness of debt 380,247 — Loss on extinguishment of debt — (1,852,426 ) Gain on sale of assets 548,723 130,748 Loss on acquisition receivable — (809,000 ) Change in warrant liability — (2,127,656 ) Interest expense (78,308 ) (985,840 ) Other income (expense) 1,200 3,599 TOTAL OTHER INCOME (EXPENSE) 851,542 (6,433,296 ) NET LOSS BEFORE INCOME TAXES 240,405 (12,524,860 ) INCOME TAX EXPENSE — 350,603 NET INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS 240,405 (12,875,463 ) LESS NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 108,182 (5,036,832 ) NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS $ 132,223 $ (7,838,631 ) |
Schedule of consolidated statements of cash flows relating to discontinued operations | Years Ended December 31, 2021 2020 Cash flows from operating activities of discontinued operations: Net Income (Loss) $ 240,405 $ (12,875,461 ) Adjustments to reconcile net loss to net cash provided by (used in) operating Depreciation and amortization 360,746 1,547,378 Amortization of financing costs and warrant features 2,187 842,174 Stock compensation — 281,194 Amortization of operating lease right-of-use assets 19,007 63,253 Gain on forgiveness of PPP loans (380,247 ) — Loss on extinguishment of debt — 2,052,118 Amortization of original interest discount — 100,511 Gain on sale of equipment (548,723 ) (130,748 ) 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 (3,327,816 ) Inventory (161,286 ) (2,125,032 ) Prepaid expenses and other assets 49,222 (1,144,323 ) Accounts payable and accrued expenses 118,980 368,128 Operating lease liability (19,007 ) (63,253 ) Vendor deposits — (252,688 ) Deferred tax asset — 635,503 Customer deposits — 14,427,180 Accrued expense long-term 137,438 454,209 Net cash provided by (used in) operating activities from discontinued $ (170,580 ) $ 3,788,983 Cash flows from investing activities in discontinued operations: Proceeds from sale of equipment $ 675,000 $ 209,500 Purchase of equipment (30,697 ) (137,499 ) Net cash provided by investing activities in discontinued operations $ 644,303 $ 72,001 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 ) (3,474,557 ) Repayment of floor plan — (10,581 ) Net borrowings from lines of credit — (1,339,430 ) Financing fees — (219,110 ) Repayment of financing lease — (721,151 ) Net cash provided by (used in) financing activities in discontinued operations $ (208,693 ) $ 4,449,634 |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of receivables | December 31, December 31, Credit card payments in process of settlement $ 116,187 $ 158,924 Retainage 803,989 — Trade receivables from customers 2,691,702 366,701 Vendor rebates receivable 126,118 — Total receivables 3,737,996 525,625 Allowance for doubtful accounts (359,000 ) — Accounts receivable, net $ 3,378,996 $ 525,625 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | December 31, December 31, Construction $ 1,543,980 $ 6,308 Appliances 2,206,336 2,029,270 Automotive 2,064,834 — Subtotal 5,815,150 2,035,578 Allowance for inventory obsolescence (387,848 ) (12,824 ) Inventories, net $ 5,427,302 $ 2,022,754 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
Schedule of notes payable | December 31, 2021 December 31, 2020 Line of Credit $ — $ 301,081 8% Subordinated Amortizing Promissory Notes — 101,980 6% Subordinated Amortizing Promissory Notes 581,963 975,985 PPP loans — 357,500 4.5% Unsecured Promissory Notes — 41,675 Loans on vehicles 396,351 90,374 Financing leases 522,166 — Subtotal 1,500,480 1,868,595 Line of Credit — (301,081 ) Current portion of notes payable (793,174 ) (429,183 ) Long-term notes payable $ 707,306 $ 1,138,331 |
Schedule of payments due on financing leases | Year Ending December 31, Amount 2022 $ 99,075 2023 99,075 2024 99,075 2025 99,075 2026 99,075 Thereafter 99,075 Total payments 594,450 Less: amount representing interest (72,178 ) Present value of minimum lease payments $ 522,272 Year Ending December 31, Amount 2022 $ 8,161 2023 8,161 2024 1,515 2025 — 2026 — Thereafter — Total payments 17,837 Less: amount representing interest (1,036 ) Present value of minimum lease payments $ 16,801 |
Schedule of payments due on notes payable and financing leases for the succeeding five years | Year Ending December 31, Amount 2022 $ 820,400 2023 212,554 2024 179,868 2025 160,270 2026 118,647 Thereafter 206,701 Total payments $ 1,698,440 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases [Abstract] | |
Schedule of supplemental balance sheet information | December 31, 2021 Operating lease right-of-use lease asset $ 735,074 Accumulated amortization (85,777 ) Net balance $ 649,297 Lease liability, current portion 113,105 Lease liability, long term 539,234 Total operating lease liabilities $ 652,339 Weighted Average Remaining Lease Term – operating leases 54 months Weighted Average Discount Rate – operating leases 5.5 % December 31, Operating lease right-of-use lease asset $ 2,055,995 Accumulated amortization (337,812 ) Net balance $ 1,718,183 Lease liability, current portion 258,843 Lease liability, long term 1,459,339 Total operating lease liabilities $ 1,718,182 Weighted Average Remaining Lease Term – operating leases 61 Months Weighted Average Discount Rate – operating leases 4.0 % December 31, Operating lease right-of-use lease asset $ 1,232,993 Accumulated amortization (454,609 ) Net balance $ 778,384 Lease liability, current portion 218,873 Lease liability, long term 584,833 Total operating lease liabilities $ 803,706 Weighted Average Remaining Lease Term – operating leases 42 Months Weighted Average Discount Rate – operating leases 4.02 % December 31, Operating lease right-of-use lease asset $ 153,663 Accumulated amortization (106,924 ) Net balance $ 46,739 Lease liability, current portion 47,328 Lease liability, long term — Total operating lease liabilities $ 47,328 Weighted Average Remaining Lease Term – operating leases 7 months Weighted Average Discount Rate – operating leases 6.0 % |
Schedule of future minimum lease payments | 2022 $ 146,559 2023 169,839 2024 174,043 2025 146,885 2026 90,099 Thereafter 15,017 Total lease payments 742,442 Less imputed interest (90,103 ) Maturities of lease liabilities $ 652,339 2022 $ 294,000 2023 364,560 2024 379,142 2025 394,308 2026 410,082 Thereafter 68,788 Total lease payments 1,910,880 Less imputed interest (192,697 ) Maturities of lease liabilities $ 1,718,183 2022 $ 230,191 2023 208,020 2024 204,558 2025 210,695 2026 18,085 Total lease payments 871,549 Less imputed interest (67,843 ) Maturities of lease liabilities $ 803,706 2022 $ 48,279 Total lease payments 48,279 Less imputed interest (951 ) Maturities of lease liabilities $ 47,328 |
Schedule of supplemental cash flows information related to leases | December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 985,122 $ 21,000 Right-of-use asset obtained in exchange for lease obligation: Operating lease $ 3,040,854 $ 373,916 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Schedule of provision of income taxes | December 31, December 31, Current Federal and State $ 143,000 $ — Deferred Federal and State 75,300 83,900 Total (benefit) provision for income taxes $ 218,300 $ (83,900 ) |
Schedule of reconciliation of the statutory US federal income tax rate | December 31, December 31, Federal tax 21.0 % 21.0 % State tax 1.7 % 4.1 % Discontinued operations 0.0 % (5.4 )% Permanent items (5.0 )% (1.6 )% Measurement Period Adjustment (16.9 )% 0.0 % Valuation Allowance 2.3 % (22.6 )% Other (6.5 )% (0.3 )% Effective income tax rate (3.4 )% (4.8 )% |
Schedule of major components of deferred tax assets and liabilities | December 31, 2021 December 31, 2020 Deferred tax assets Inventory obsolescence $ 107,000 $ 4,000 Sales return reserve — 48,000 Business interest limitation 481,000 20,000 Lease liability 712,000 95,000 Other 135,000 55,000 Loss carryforward 153,000 94,000 Valuation Allowance — (132,000 ) Total deferred tax assets $ 1,588,000 $ 184,000 Deferred tax liabilities Fixed assets $ (230,000 ) $ (89,000 ) Right of Use Assets (706,000 ) (95,000 ) Intangibles (2,722,000 ) — Total deferred tax liabilities $ (3,658,000 ) $ (184,000 ) Total net deferred income tax assets (liabilities) $ (2,070,000 ) $ — |
Schedule of prepaid and deferred tax assets and liabilities | As of December 31, 2021 2020 Prepaid income taxes (accrued tax liability) $ (175,000 ) $ 21,000 Deferred tax asset (liability) $ (2,070,000 ) $ — Years Ended December 31, 2021 2020 Income tax (benefit)/expense $ 218,000 $ (84,000 ) |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | Years Ended December 31, 2021 2020 Interest paid $ 176,204 $ 415,451 Income tax paid $ 50,000 $ — Business combinations: Net assets in acquisition of H&I $ 3,716,375 $ — Wolo business combination $ 6,606,403 $ — Kyle’s business combination $ — $ 3,516,530 Asien’s business combination $ — $ 1,182,925 Financing: Due to seller (net cash paid to seller after closing) $ 977,685 $ 4,622,792 Notes payable sellers $ 6,730,345 $ — Line of credit, net of debt discount $ — $ 568,597 Finance purchases of property and equipment $ 688,978 $ Convertible Promissory Note $ — $ 1,353,979 Common Shares $ — $ 1,115 Accrued common share dividends $ 242,160 $ — Deemed Dividend related to issuance of preferred shares $ 1,527,086 $ 3,051,478 1847 Goedeker Spin-Off Dividend $ — $ 283,257 Distribution – Allocation shares $ — $ 5,985,500 Additional Paid in Capital – common shares and warrants issued $ 757,792 $ 4,711,385 Operating lease, ROU assets and liabilities $ 2,184,477 $ 373,916 |
Liquidity and Going Concern A_2
Liquidity and Going Concern Assessment (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Borrowings on loans year | 1 year |
Cash and cash equivalents | $ 1,638,924 |
Incurred operating income | 69,470 |
Cash flows used in operations | 536,260 |
Negative working capital. | $ 924,324 |
Service debt obligations term | 1 year |
Disaggregation of Revenues an_3
Disaggregation of Revenues and Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Reportable segments | 3 |
Disaggregation of Revenues an_4
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of revenues - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | ||||
Appliances | $ 2,204,625 | $ 2,899,361 | ||
Appliance accessories, parts, and other | 316,159 | 365,005 | ||
Automotive horns | 1,199,856 | |||
Automotive lighting | 442,135 | |||
Custom cabinets and countertops | 4,167,801 | 1,515,909 | ||
Finished carpentry | 3,743,302 | |||
Total Revenues | 12,073,878 | 4,780,275 | $ 30,660,984 | $ 8,745,446 |
Retail and Appliances [Member] | ||||
Revenues | ||||
Appliances | 2,204,625 | 2,899,361 | ||
Appliance accessories, parts, and other | 316,159 | 365,005 | ||
Automotive horns | ||||
Automotive lighting | ||||
Custom cabinets and countertops | ||||
Finished carpentry | ||||
Total Revenues | 2,520,784 | 3,264,366 | ||
Construction [Member] | ||||
Revenues | ||||
Appliances | ||||
Appliance accessories, parts, and other | ||||
Automotive horns | ||||
Automotive lighting | ||||
Custom cabinets and countertops | 4,167,801 | 1,515,909 | ||
Finished carpentry | 3,743,302 | |||
Total Revenues | 7,911,103 | 1,515,909 | ||
Automotive Supplies [Member] | ||||
Revenues | ||||
Appliances | ||||
Appliance accessories, parts, and other | ||||
Automotive horns | 1,199,856 | |||
Automotive lighting | 442,135 | |||
Custom cabinets and countertops | ||||
Finished carpentry | ||||
Total Revenues | $ 1,641,991 |
Disaggregation of Revenues an_5
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of segment information revenues - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 12,073,878 | $ 4,780,275 | $ 30,660,984 | $ 8,745,446 |
Operating expenses | ||||
Cost of sales | 7,749,130 | 3,260,682 | ||
Personnel | 1,577,700 | 484,672 | 3,247,441 | 734,867 |
Depreciation and amortization | 511,371 | 122,106 | 908,982 | 176,612 |
General and administrative | 2,166,207 | 1,324,196 | ||
Total Operating Expenses | 12,004,408 | 5,191,656 | $ 1,548,188 | $ 55,503,877 |
Income (Loss) from Operations | 69,470 | (411,381) | ||
Retail and Appliances [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 2,520,784 | 3,264,366 | ||
Operating expenses | ||||
Cost of sales | 1,871,450 | 2,506,652 | ||
Personnel | 230,388 | 253,083 | ||
Depreciation and amortization | 79,797 | 44,675 | ||
General and administrative | 449,494 | 434,587 | ||
Total Operating Expenses | 2,631,129 | 3,238,997 | ||
Income (Loss) from Operations | (110,345) | 25,369 | ||
Construction [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 7,911,103 | 1,515,909 | ||
Operating expenses | ||||
Cost of sales | 4,879,591 | 754,030 | ||
Personnel | 1,134,210 | 231,589 | ||
Depreciation and amortization | 379,704 | 77,431 | ||
General and administrative | 1,116,558 | 215,311 | ||
Total Operating Expenses | 7,510,063 | 1,278,361 | ||
Income (Loss) from Operations | 401,040 | 237,548 | ||
Automotive Supplies [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,641,991 | |||
Operating expenses | ||||
Cost of sales | 998,089 | |||
Personnel | 300,328 | |||
Depreciation and amortization | 51,870 | |||
General and administrative | 386,781 | 598,295 | ||
Total Operating Expenses | 1,737,068 | 598,295 | ||
Income (Loss) from Operations | (95,077) | (598,295) | ||
Corporate Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | ||||
Operating expenses | ||||
Cost of sales | ||||
Personnel | (87,226) | |||
Depreciation and amortization | ||||
General and administrative | 213,374 | 76,003 | ||
Total Operating Expenses | 126,148 | 76,003 | ||
Income (Loss) from Operations | $ (126,148) | $ (76,003) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 146,679 | $ 24,309 | $ 166,413 | $ 31,740 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and equipment - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 2,260,877 | $ 1,890,272 |
Less: Accumulated depreciation | (339,910) | (194,961) |
Property and equipment, net | 1,920,967 | 1,695,311 |
Equipment and machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,127,897 | 808,592 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 107,903 | 105,203 |
Transportation equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 901,426 | 864,121 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 123,651 | $ 112,356 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets (Details) [Line Items] | ||||
Amortization expense | $ 364,692 | $ 97,797 | $ 742,571 | $ 144,533 |
Weighted average estimated useful life | 8 years 2 months 12 days | |||
Asien’s [Member] | Customer Relationships [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | $ 1,009,000 | |||
Kyle’s [Member] | Trade Names [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | 3,021,000 | |||
Wolo [Member] | Customer Relationships [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | 1,848,000 | |||
High Mountain and Innovative Cabinets [Member] | Customer Relationships [Member] | ||||
Intangible Assets (Details) [Line Items] | ||||
Identifiable intangible assets | $ 6,453,000 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets gross | $ 12,331,000 | $ 12,331,000 |
Less: accumulated amortization | (1,251,795) | (887,103) |
Intangible assets, net | 11,079,205 | 11,443,897 |
Customer Relationships [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets gross | 5,791,000 | 5,791,000 |
Marketing Related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets gross | 5,917,000 | 5,917,000 |
Technology Related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets gross | $ 623,000 | $ 623,000 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of estimated amortization expense - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of estimated amortization expense [Abstract] | ||
2022 – remaining | $ 1,094,088 | $ 1,458,780 |
2023 | 1,458,780 | 1,458,780 |
2024 | 1,458,750 | 1,458,750 |
2025 | 1,325,745 | 1,325,745 |
2026 | 1,157,523 | 1,157,523 |
Thereafter | 4,584,319 | 4,584,319 |
Total | $ 11,079,205 | $ 11,443,897 |
Selected Account Information (D
Selected Account Information (Details) - Schedules of receivables - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedules of receivables [Abstract] | |||
Trade accounts receivable | $ 3,235,644 | $ 2,691,702 | |
Vendor rebates receivable | 12,194 | 126,118 | |
Credit card payments in process of settlement | 116,187 | $ 158,924 | |
Retainage | 1,029,976 | 803,989 | |
Total receivables | 4,277,814 | 3,737,996 | |
Allowance for doubtful accounts | (359,000) | (359,000) | |
Accounts receivable, net | $ 3,918,814 | $ 3,378,996 |
Selected Account Information _2
Selected Account Information (Details) - Schedules of inventories - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Public Utilities, Inventory [Line Items] | ||
Total inventories | $ 6,193,342 | $ 5,815,150 |
Less reserve for obsolescence | (387,848) | (387,848) |
Total inventories, net | 5,805,494 | 5,427,302 |
Appliances [Member] | ||
Public Utilities, Inventory [Line Items] | ||
Total inventories | 2,554,539 | 2,206,336 |
Automotive [Member] | ||
Public Utilities, Inventory [Line Items] | ||
Total inventories | 1,824,260 | 2,064,834 |
Construction in Progress [Member] | ||
Public Utilities, Inventory [Line Items] | ||
Total inventories | $ 1,814,543 | $ 1,543,980 |
Selected Account Information _3
Selected Account Information (Details) - Schedules of accounts payable and accrued expenses - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedules of accounts payable and accrued expenses [Abstract] | |||
Trade accounts payable | $ 3,810,165 | $ 3,117,825 | |
Credit cards payable | 80,536 | 52,300 | |
Accrued payroll liabilities | 397,717 | 263,590 | |
Accrued interest | 853,402 | 711,258 | $ 25,159 |
Accrued dividends | 384,977 | 242,160 | |
Other accrued liabilities | 384,779 | 431,539 | |
Total accounts payable and accrued expenses | $ 5,911,576 | $ 4,818,672 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 235,438 | $ 85,924 |
Purchase of machinery and equipment | $ 316,798 | |
Maturity date | January 2028 | |
Weighted-average remaining lease term | 5 years 6 months |
Leases (Details) - Schedule of
Leases (Details) - Schedule of condensed consolidated balance sheet - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of condensed consolidated balance sheet [Abstract] | ||
Operating lease right-of-use assets | $ 3,094,573 | $ 3,192,604 |
Lease liabilities, current portion | 595,039 | 613,696 |
Lease liabilities, long-term | 2,542,790 | 2,607,862 |
Total operating lease liabilities | $ 3,137,829 | $ 3,221,558 |
Weighted-average remaining lease term (months) | 54 years | 59 years |
Weighted average discount rate | 4.29% | 4.29% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of maturities of operating lease liabilities | Mar. 31, 2022 USD ($) |
Schedule of maturities of operating lease liabilities [Abstract] | |
2022 – remaining | $ 524,519 |
2023 | 738,690 |
2024 | 753,868 |
2025 | 747,860 |
2026 | 495,994 |
Thereafter | 212,580 |
Total | 3,473,511 |
Less: imputed interest | (335,682) |
Total operating lease liabilities | $ 3,137,829 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturities of finance lease liabilities | Mar. 31, 2022 USD ($) |
Schedule of maturities of finance lease liabilities [Abstract] | |
2022 – remaining | $ 137,882 |
2023 | 184,711 |
2024 | 168,254 |
2025 | 161,487 |
2026 | 161,487 |
Thereafter | 166,688 |
Total payments | 980,509 |
Less: amount representing interest | (138,235) |
Present value of minimum finance lease payments | $ 842,274 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jul. 29, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Oct. 08, 2021 | Mar. 30, 2021 | |
Acquisitions (Details) [Line Items] | |||||||
Purchase price per share (in Dollars per share) | $ 0.01 | ||||||
Convertible promissory notes | $ 4,753,673 | $ 4,753,673 | |||||
Principal amount | $ 1,260,000 | ||||||
Net of debt discount | 1,126,672 | 1,126,672 | |||||
Minimum [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 3 years | ||||||
Maximum [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 7 years | ||||||
Wolo Acquisition [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Capital stock outstanding percentage | 100% | ||||||
Business acquisition purchase price | $ 8,344,056 | ||||||
Contributed revenue | $ 1,661,754 | ||||||
Net loss continuing operation | 325,417 | ||||||
Business acquisition purchase price in cash | 6,550,000 | 6,550,000 | |||||
Business acquisition purchase price payable in promissory note | 850,000 | 850,000 | |||||
Fair value of the net tangible assets | 6,606,403 | 6,606,403 | |||||
Cash due to seller | $ 8,344,056 | $ 8,344,056 | |||||
Percentage of secured promissory note | 6% | 6% | |||||
Working capital | $ 944,056 | $ 944,056 | |||||
High mountain door & trim [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Capital stock outstanding percentage | 100% | ||||||
Business acquisition purchase price | $ 15,441,173 | ||||||
Contributed revenue | 6,249,349 | ||||||
Net loss continuing operation | $ 271,647 | ||||||
Asiens [Member] | Minimum [Member] | Property, Plant and Equipment [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 5 years | ||||||
Asiens [Member] | Maximum [Member] | Property, Plant and Equipment [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 13 years | ||||||
Asiens [Member] | May 28, 2020 [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Business acquisition purchase price | 1,918,000 | $ 1,918,000 | |||||
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 | 6% | ||||||
Fair value of the net tangible assets | $ 1,182,925 | $ 1,182,925 | |||||
Kyle’s Acquisition [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Business acquisition purchase price | 6,839,792 | 6,839,792 | |||||
Business acquisition purchase price in cash | 4,389,792 | 4,389,792 | |||||
Business acquisition purchase price payable in promissory note | $ 1,050,000 | $ 1,050,000 | |||||
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 | $ 3,516,530 | $ 3,516,530 | |||||
Subordinate note, percentage | 8% | 8% | |||||
Kyle’s Acquisition [Member] | Minimum [Member] | Property, Plant and Equipment [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 3 years | ||||||
Kyle’s Acquisition [Member] | Maximum [Member] | Property, Plant and Equipment [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Estimated useful life | 7 years | ||||||
H&I Acquisition [Member] | |||||||
Acquisitions (Details) [Line Items] | |||||||
Purchase price | $ 15,441,173 | ||||||
Cash | $ 10,687,500 | $ 10,687,500 | |||||
Promissory notes | 6% | ||||||
Principal amount | $ 5,880,345 | ||||||
Fair value of the net assets | 3,716,376 | $ 3,716,376 | |||||
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 December 31, 2020 included in the consolidated income statement amounted to approximately $7,625,222 and $431,641, respectively. The revenue and net loss before non-controlling interest of Kyle’s from October 1, 2020 through December 31, 2020 included in the consolidated statement of operations amounted to approximately $1,120,224 and $380,500, respectively. The revenue and net loss before non-controlling interest of Wolo from April 1, 2021 through December 31, 2021 included in the consolidated income statement amounted to approximately $5,716,030 and $1,970,239, respectively. | ||||||
Income statement approximately | 10,249,281 | ||||||
Income statement respectively | $ 81,773 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of unaudited pro forma results - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of unaudited pro forma results [Abstract] | ||
Revenues | $ 12,073,878 | $ 13,373,918 |
Net income (loss) | (927,208) | 317,547 |
Net loss attributable to 1847 Holdings common shareholders’ | $ (1,008,245) | $ (1,398,248) |
Loss per share attributable to 1847 Holdings common shareholders’: Basic and diluted (in Dollars per share) | $ (0.21) | $ (0.29) |
Related Parties (Details)
Related Parties (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||
Jan. 03, 2018 | Apr. 15, 2013 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2020 | Apr. 05, 2019 | |
Related Parties (Details) [Line Items] | ||||||||||
Management fee | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Nature of Common Ownership or Management Control Relationships | $75,000 | |||||||||
Total management fees | 275,000 | $ 260,000 | 981,389 | 253,022 | ||||||
Base rent per month | 7,000 | |||||||||
Total rent expense | 21,776 | |||||||||
Initial principal amount | $ 714,286 | |||||||||
Principal amount | $ 56,900 | |||||||||
Maturity date | Dec. 07, 2021 | |||||||||
Advanced amount | 56,900 | |||||||||
Accrued interest | 853,402 | $ 25,159 | $ 25,159 | 711,258 | 25,159 | |||||
Minimum [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Increase in base rent | 7,210 | |||||||||
Maximum [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Increase in base rent | 7,426 | |||||||||
Manager [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Advances from related parties | 74,928 | 71,358 | 71,358 | 74,927 | 71,358 | |||||
1847 Asien/Asien's [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Expensed management fees | 75,000 | 75,000 | ||||||||
Cabinet [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Expensed management fees | 125,000 | 75,000 | 75,000 | 345,556 | ||||||
Wolo [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Expensed management fees | $ 75,000 | 0 | 235,833 | |||||||
Manager received fee | 110,000 | |||||||||
Advances [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Advances from related parties | $ 118,834 | $ 118,834 | 118,834 | 118,834 | $ 118,834 | |||||
Manager [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Advances from related parties | 74,928 | |||||||||
Asien [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Expensed management fees | $ 178,022 | $ 300,000 | ||||||||
Management Services Agreement [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Description of 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”). | |||||||||
Repayment, description | The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) Parent Management Fees received by (or owed to) the Manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid Parent Management Fees. | |||||||||
Offsetting Management Services Agreements [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Additional advances, description | Pursuant to the offsetting management services agreements, 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), which was increased to $125,000 or 2% of adjusted net assets on October 8, 2021, 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 if the aggregate amount of management fees paid or to be paid by such entities, together with all other management fees paid or to be paid to the Manager under other offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of our gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements. | |||||||||
Promissory Note [Member] | ||||||||||
Related Parties (Details) [Line Items] | ||||||||||
Repayment, description | 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), which was increased to $125,000 or 2% of adjusted net assets on October 8, 2021, 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 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. | |||||||||
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. | |||||||||
Initial principal amount | $ 50,000 | |||||||||
Fixed annual interest rate | 8% |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 24, 2022 | Oct. 12, 2021 | Sep. 29, 2021 | Feb. 17, 2022 | Feb. 16, 2022 | Mar. 26, 2021 | Nov. 20, 2020 | Sep. 29, 2020 | Feb. 24, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 08, 2021 | Oct. 26, 2020 | |
Mezzanine Equity (Details) [Line Items] | ||||||||||||||
Senior convertible preferred shares | 2,632,278 | 4,450,460 | 4,450,460 | 4,450,460 | 4,450,460 | |||||||||
Dividends rate (in Dollars per share) | $ 2 | $ 2 | ||||||||||||
Common shares calculated based percentage | 80% | 80% | ||||||||||||
Calculated based fixed price per share (in Dollars per share) | $ 1.57 | $ 1.57 | ||||||||||||
Dividend payment date per share (in Dollars per share) | $ 1.57 | $ 1.57 | ||||||||||||
Accumulated accrued and unpaid dividends percentage | 115% | 115% | ||||||||||||
Common shares stated value per share (in Dollars per share) | $ 2 | |||||||||||||
Conversion price (in Dollars per share) | $ 1.75 | $ 1.75 | ||||||||||||
Common shares outstanding percentage | 4.99% | 4.99% | ||||||||||||
Ownership common shares outstanding | 9.99% | 4.99% | ||||||||||||
Convertible preferred shares percentage | 115% | 115% | ||||||||||||
Redemption price, including dividends (in Dollars) | $ 6,395,645 | |||||||||||||
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 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. | |||||||||||||
Additional equity interest | 10% | 10% | ||||||||||||
Convertible preferred shares amount (in Dollars) | $ 121,455 | $ 1,032,806 | ||||||||||||
Accrued dividends (in Dollars) | $ 128,318 | |||||||||||||
Subject to adjustment percentage | 3% | |||||||||||||
Common shares fixed price (in Dollars per share) | $ 2.7 | |||||||||||||
Adjustments to shares conversion description | On the first day of the 24th month following the issuance of the first series B senior convertible preferred share, 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 of the first series B senior convertible preferred share, 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. | |||||||||||||
Conversion price per share price adjustment (in Dollars per share) | $ 0.0075 | |||||||||||||
Aggregate units issued | 106,666 | 398,838 | 320,333 | |||||||||||
Aggregate units price per share (in Dollars per share) | $ 3 | |||||||||||||
Gross proceeds (in Dollars) | $ 320,000 | $ 961,000 | $ (6,054,241) | |||||||||||
Issuance costs (in Dollars) | 15,000 | |||||||||||||
Net proceeds (in Dollars) | $ 1,266,000 | |||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | $ 3 | $ 2.5 | |||||||||||
Fair value of warrants (in Dollars) | $ 152,350 | |||||||||||||
Convertible preferred shares amount (in Dollars) | $ 13,760 | |||||||||||||
Shares issued | 1,684,849 | 1,818,182 | 250,000 | |||||||||||
Common Shares [Member] | ||||||||||||||
Mezzanine Equity (Details) [Line Items] | ||||||||||||||
Exercise price per share (in Dollars per share) | $ 3 | |||||||||||||
Series A Senior Convertible Preferred Shares [Member] | ||||||||||||||
Mezzanine Equity (Details) [Line Items] | ||||||||||||||
Dividend rate, Percentage | 14% | 14% | ||||||||||||
Convertible preferred shares | 2,632,278 | 133,333 | ||||||||||||
Convertible dividends | 6,395,645 | 152,381 | ||||||||||||
Net proceeds (in Dollars) | $ 1,266,000 | |||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | |||||||||||||
Preferred shares outstanding | 1,818,182 | 1,684,849 | 1,818,182 | |||||||||||
Shares issued | 152,851 | |||||||||||||
Series A Convertible Preferred Shares [Member] | ||||||||||||||
Mezzanine Equity (Details) [Line Items] | ||||||||||||||
Convertible preferred shares percentage | 14% | |||||||||||||
Executed share | 583,334 | |||||||||||||
Fair value of shares (in Dollars) | $ 1,113,650 | |||||||||||||
Preferred shares issued | 426,999 | 426,999 | ||||||||||||
Preferred shares outstanding | 0 | 0 | ||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Mezzanine Equity (Details) [Line Items] | ||||||||||||||
Preferred shares outstanding | 426,999 | 0 | ||||||||||||
Liquidation Rights [Member] | ||||||||||||||
Mezzanine Equity (Details) [Line Items] | ||||||||||||||
Convertible preferred shares percentage | 115% | |||||||||||||
Conversion Rights [Member] | ||||||||||||||
Mezzanine Equity (Details) [Line Items] | ||||||||||||||
Common shares stated value per share (in Dollars per share) | $ 3 | |||||||||||||
Conversion price (in Dollars per share) | $ 3 | |||||||||||||
Redemption Rights [Member] | ||||||||||||||
Mezzanine Equity (Details) [Line Items] | ||||||||||||||
Convertible preferred shares percentage | 115% | |||||||||||||
VWAP [Member] | ||||||||||||||
Mezzanine Equity (Details) [Line Items] | ||||||||||||||
Common shares fixed price (in Dollars per share) | $ 2.7 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Mar. 23, 2022 | Feb. 24, 2022 | Feb. 16, 2022 | Oct. 12, 2021 | Oct. 08, 2021 | Sep. 29, 2021 | Jun. 04, 2020 | May 11, 2020 | May 04, 2020 | Feb. 16, 2022 | Mar. 26, 2021 | Nov. 20, 2020 | Oct. 26, 2020 | Sep. 30, 2020 | Sep. 29, 2020 | May 28, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 24, 2022 | Dec. 31, 2020 | |
Shareholders’ Deficit (Details) [Line Items] | |||||||||||||||||||||
Common shares, authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||
Common stock, shares issued | 4,995,232 | 4,842,851 | |||||||||||||||||||
Common stock, shares outstanding | 4,995,232 | 4,842,851 | |||||||||||||||||||
Common shares, issued | 250,000 | 1,684,849 | 1,818,182 | ||||||||||||||||||
Dividend per share (in Dollars per share) | $ 0.05 | ||||||||||||||||||||
Common stock dividend (in Dollars) | $ 249,762 | ||||||||||||||||||||
Aggregate gross proceeds description | the Company sold an aggregate of 320,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $961,000. On March 24, 2022, the Company sold an additional 106,666 units for aggregate gross proceeds of $320,000. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $3.00 per common share (subject to adjustment). Accordingly, a portion of the proceeds were allocated to the warrant based on its relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 51.81%; (iii) weighted average risk-free interest rate of 0.31%; (iv) expected life of three years; (v) estimated fair value of the common shares of $1.94 per share; and (vi) various probability assumptions related to redemption, calls and price resets. The fair value of the warrants was $379,533 or $0.89 per warrant, resulting in the amount allocated to the warrants, based on their relative fair of $152,350, which was recorded as additional paid in capital. | ||||||||||||||||||||
Warrant description | The warrants allow the holder to purchase one (1) common share at an exercise price of $3.00 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. The Company may force the exercise of the warrants at any time after the one year anniversary of the date of the warrants, if (i) the Company is listed on a national securities exchange or the over-the-counter market, (ii) the underlying common shares are registered or the holder of the warrant otherwise has the ability to trade the underlying common shares without restriction, (iii) the 30-day volume-weighted daily average price of the common shares exceeds 200% of the exercise price, as adjusted, and (iv) the average daily trading volume is at least 100,000 common shares during such 30-day period. The Company may redeem the warrants held by any holder in whole (but not in part) by paying in cash to such holder as follows: (i) $0.50 per share then underlying the warrant if within the first twelve (12) months of issuance; (ii) $1.00 per share then underlying the warrant if after the first twelve (12) months, but before twenty-four (24) months of issuance; and (iii) $1.50 per share then underlying the warrant if after twenty-four months, but before thirty-six (36) months. | Company may force the exercise of the warrants at any time after the one year anniversary of the date of the warrants, if (i) the Company is listed on a national securities exchange or the over-the-counter market, (ii) the underlying common shares are registered or the holder of the warrant otherwise has the ability to trade the underlying common shares without restriction, (iii) the 30-day volume-weighted daily average price of the common shares exceeds 200% of the exercise price, as adjusted, and (iv) the average daily trading volume is at least 100,000 common shares during such 30-day period.The Company may redeem the warrants held by any holder in whole (but not in part) by paying in cash to such holder as follows: (i) $0.50 per share then underlying the warrant if within the first twelve (12) months of issuance; (ii) $1.00 per share then underlying the warrant if after the first twelve (12) months, but before twenty-four (24) months of issuance; and (iii) $1.50 per share then underlying the warrant if after twenty-four months, but before thirty-six (36) months. | |||||||||||||||||||
Weighted average remaining contractual life | 2 years 2 months 1 day | ||||||||||||||||||||
Intrinsic value (in Dollars) | $ 497,500 | ||||||||||||||||||||
Allocation shares, authorized | 1,000 | 1,000 | |||||||||||||||||||
Ownership of allocation shares by manager | 100% | ||||||||||||||||||||
Allocation of profit percentage | 20% | ||||||||||||||||||||
Allocation shares are issued and outstanding | 1,000 | ||||||||||||||||||||
Senior convertible preferred shares | 2,632,278 | 4,450,460 | 4,450,460 | 4,450,460 | 4,450,460 | ||||||||||||||||
Dividends rate (in Dollars per share) | $ 2 | $ 2 | |||||||||||||||||||
Common shares calculated based percentage | 80% | 80% | |||||||||||||||||||
Calculated based fixed price per share (in Dollars per share) | $ 1.57 | $ 1.57 | |||||||||||||||||||
Dividend payment date per share (in Dollars per share) | $ 1.57 | $ 1.57 | |||||||||||||||||||
Accumulated accrued and unpaid dividends percentage | 115% | 115% | |||||||||||||||||||
Conversion price (in Dollars per share) | $ 1.75 | $ 1.75 | |||||||||||||||||||
Ownership common shares outstanding | 9.99% | 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. | ||||||||||||||||||||
Convertible preferred shares percentage | 115% | 115% | |||||||||||||||||||
Consolidations adjustments to conversion price, description | • 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. | ||||||||||||||||||||
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. | ||||||||||||||||||||
Additional equity interest | 10% | 10% | |||||||||||||||||||
Sale of stock share | 442,443 | 2,189,835 | |||||||||||||||||||
Sale of stock price (in Dollars per share) | $ 1.65 | $ 1.9 | |||||||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 4,160,684 | $ 137,500 | |||||||||||||||||||
Purchase price unit (in Dollars) | $ 840,640 | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | $ 2.5 | $ 3 | ||||||||||||||||||
Deemed dividend of beneficial conversion feature (in Dollars) | $ 1,527,086 | $ 2,874,478 | |||||||||||||||||||
Sale of stock, shares | 1,818,182 | ||||||||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 3,000,000 | ||||||||||||||||||||
Convertible preferred shares amount (in Dollars) | $ 121,455 | $ 1,032,806 | |||||||||||||||||||
Common shares, issued | 4,842,851 | 4,842,851 | |||||||||||||||||||
Common shares, outstanding | 4,444,013 | 4,444,013 | |||||||||||||||||||
Common stock fair value (in Dollars) | $ 245,000 | ||||||||||||||||||||
Common stock issued upon acquisition | 320,333 | 398,838 | 106,666 | ||||||||||||||||||
Issued per share (in Dollars per share) | $ 1.9 | ||||||||||||||||||||
Purchase price per unit (in Dollars per share) | $ 1.65 | ||||||||||||||||||||
Issued common shares | 398,838 | ||||||||||||||||||||
Expected life | 2 years 1 month 6 days | ||||||||||||||||||||
Principal amount (in Dollars) | $ 111,986 | ||||||||||||||||||||
Common stock exercise price (in Dollars per share) | $ 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. | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||||||||||||||
Warrant for purchase shares | 500,000 | ||||||||||||||||||||
Price per share (in Dollars per share) | $ 2.5 | ||||||||||||||||||||
Options, description | 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. The options vested immediately on the date of grant and terminate on May 11, 2025. On September 29, 2020, Mr. Barry exercised the options cashless and on September 30, 2020, Mr. Froning exercised the options for proceeds of $150,000. | ||||||||||||||||||||
Series A Senior Convertible Preferred Shares [Member] | |||||||||||||||||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||||||||||||||||
Common shares, issued | 152,851 | 152,851 | |||||||||||||||||||
Convertible preferred shares | 133,333 | ||||||||||||||||||||
Dividend rate, Percentage | 14% | 14% | |||||||||||||||||||
Sale of stock price (in Dollars per share) | $ 1.65 | ||||||||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 3,000,000 | ||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.5 | ||||||||||||||||||||
Sale of stock, shares | 1,818,182 | ||||||||||||||||||||
Accrued dividends attributable amount (in Dollars) | $ 128,319 | ||||||||||||||||||||
Accrued dividends (in Dollars) | $ 176,949 | ||||||||||||||||||||
Convertible preferred shares | 2,632,278 | 133,333 | |||||||||||||||||||
Convertible dividends | 6,395,645 | 152,381 | |||||||||||||||||||
Preferred shares outstanding | 1,818,182 | 1,684,849 | 1,818,182 | ||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||
Weighted average risk-free interest rate | 0.16% | ||||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||
Principal amount (in Dollars) | $ 1,472,914 | ||||||||||||||||||||
Series A Senior Convertible Preferred Shares [Member] | Minimum [Member] | |||||||||||||||||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||||||||||||||||
Expected volatility | 62.52% | ||||||||||||||||||||
Estimated fair value (in Dollars per share) | $ 2.6 | ||||||||||||||||||||
Series A Senior Convertible Preferred Shares [Member] | Maximum [Member] | |||||||||||||||||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||||||||||||||||
Expected volatility | 63.25% | ||||||||||||||||||||
Estimated fair value (in Dollars per share) | $ 5.25 | ||||||||||||||||||||
Leonite [Member] | |||||||||||||||||||||
Shareholders’ 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’ Deficit (Details) [Line Items] | |||||||||||||||||||||
Common stock issued | 415,000 | ||||||||||||||||||||
Common stock fair value (in Dollars) | $ 1,037,500 | ||||||||||||||||||||
Service Provider [Member] | |||||||||||||||||||||
Shareholders’ Deficit (Details) [Line Items] | |||||||||||||||||||||
Common stock issued | 100,000 |
Shareholders_ Deficit (Detail_2
Shareholders’ Deficit (Details) - Schedule of changes in warrants outstanding - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of changes in warrants outstanding [Abstract] | ||
Warrants Outstanding at beginning | 5,200,460 | |
Weighted Average Exercise Price Outstanding at beginning | $ 2.38 | |
Warrants ,Granted | 426,999 | 2,568,182 |
Weighted Average Exercise Price, Granted | $ 3 | $ 2.26 |
Warrants ,Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Warrants ,Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Warrants Outstanding at ending | 5,627,459 | 5,200,460 |
Weighted Average Exercise Price Outstanding at enging | $ 2.43 | $ 2.38 |
Warrants ,Exercisable | 5,627,459 | |
Weighted Average Exercise Price, Exercisable | $ 2.43 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Series A Senior Convertible Preferred Shares [Member] | ||
Loss Per Share (Details) [Line Items] | ||
Potential common share | 20,871,528 | 4,450,460 |
Series B Senior Convertible Preferred Shares [Member] | ||
Loss Per Share (Details) [Line Items] | ||
Potential common share | 20,871,528 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of weighted average shares outstanding and the basic and diluted loss per common share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of weighted average shares outstanding and the basic and diluted loss per common share [Abstract] | ||||
Net loss per common share attributable to 1847 Holdings common shareholders’ | $ (1,008,245) | $ (2,446,236) | $ (5,815,824) | $ (18,928,384) |
Weighted average common shares outstanding | 4,915,655 | 4,466,171 | 4,749,971 | 3,692,429 |
Basic and diluted loss per share | $ (0.21) | $ (0.55) | $ (0.7) | $ (2.6) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 24, 2022 | Apr. 20, 2022 | Mar. 24, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 14, 2022 | Mar. 26, 2021 | Oct. 26, 2020 | Sep. 30, 2020 | |
Subsequent Events (Details) [Line Items] | |||||||||
Exercise price per share (in Dollars per share) | $ 3 | $ 2.5 | $ 2.5 | ||||||
Dividend rights description | Holders of series B senior convertible preferred shares are entitled to dividends at a rate per annum of 14.0% of the stated value ($3.00 per share, subject to adjustment). Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall be payable quarterly in arrears on each dividend payment date in cash or common shares at the Company’s discretion. Dividends payable in common shares shall be calculated based on a price equal to eighty percent (80%) of the VWAP for the common shares the Company’s principal trading market during the five (5) trading days immediately prior to the applicable dividend payment date; provided, however, that if the common shares are not registered, and rulemaking regarding the Rule 144 holding period referred to below is effective on the payment date, the dividends payable in common shares shall be calculated based upon the fixed price of $2.70; provided further, that the Company may only elect to pay dividends in common shares based upon such fixed price if the VWAP for the five (5) trading days immediately prior to the applicable dividend payment date is $2.70 or higher. | ||||||||
Unpaid interest rate | 115% | ||||||||
Conversion rights, description | the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable common shares determined by dividing the stated value ($3.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by the conversion price of $3.00 per share (subject to adjustments); provided that in no event shall the holder of any series B senior convertible preferred shares be entitled to convert any number of series B senior convertible preferred shares that upon conversion the sum of (i) the number of common shares beneficially owned by the holder and its affiliates and (ii) the number of common shares issuable upon the conversion of the series B senior convertible preferred shares with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding common shares. 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 | ||||||||
Interest rate | 115% | ||||||||
Per share (in Dollars per share) | $ 0.0075 | ||||||||
Warrant description | The warrants allow the holder to purchase one (1) common share at an exercise price of $3.00 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. The Company may force the exercise of the warrants at any time after the one year anniversary of the date of the warrants, if (i) the Company is listed on a national securities exchange or the over-the-counter market, (ii) the underlying common shares are registered or the holder of the warrant otherwise has the ability to trade the underlying common shares without restriction, (iii) the 30-day volume-weighted daily average price of the common shares exceeds 200% of the exercise price, as adjusted, and (iv) the average daily trading volume is at least 100,000 common shares during such 30-day period. The Company may redeem the warrants held by any holder in whole (but not in part) by paying in cash to such holder as follows: (i) $0.50 per share then underlying the warrant if within the first twelve (12) months of issuance; (ii) $1.00 per share then underlying the warrant if after the first twelve (12) months, but before twenty-four (24) months of issuance; and (iii) $1.50 per share then underlying the warrant if after twenty-four months, but before thirty-six (36) months. | Company may force the exercise of the warrants at any time after the one year anniversary of the date of the warrants, if (i) the Company is listed on a national securities exchange or the over-the-counter market, (ii) the underlying common shares are registered or the holder of the warrant otherwise has the ability to trade the underlying common shares without restriction, (iii) the 30-day volume-weighted daily average price of the common shares exceeds 200% of the exercise price, as adjusted, and (iv) the average daily trading volume is at least 100,000 common shares during such 30-day period.The Company may redeem the warrants held by any holder in whole (but not in part) by paying in cash to such holder as follows: (i) $0.50 per share then underlying the warrant if within the first twelve (12) months of issuance; (ii) $1.00 per share then underlying the warrant if after the first twelve (12) months, but before twenty-four (24) months of issuance; and (iii) $1.50 per share then underlying the warrant if after twenty-four months, but before thirty-six (36) months. | |||||||
Outstanding percentage | 4.99% | 4.99% | |||||||
Price per share (in Dollars per share) | $ 1.65 | $ 1.9 | |||||||
Series B Senior Convertible Preferred Shares [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Preferred shares (in Shares) | 583,334 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Purchase agreement, description | the Company entered into a securities purchase agreement with Ellery W. Roberts, our Chief Executive Officer, pursuant to which the Company sold 28,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $85,000. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $3.00 per share (subject to adjustment), which may be exercised on a cashless basis under certain circumstances. | ||||||||
Aggregate shares (in Shares) | 320,333 | ||||||||
Aggregate price per share (in Dollars per share) | $ 3 | ||||||||
Aggregate gross proceeds (in Dollars) | $ 961,000 | $ 320,000 | |||||||
Additional units (in Shares) | 106,666 | ||||||||
Exercise price per share (in Dollars per share) | $ 3 | ||||||||
Price per share (in Dollars per share) | $ 0.05 | ||||||||
12th Month [Member] | Series B Senior Convertible Preferred Shares [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Percent per annum | 5% | ||||||||
Dividend [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Dividend paid (in Dollars) | $ 242,160 | ||||||||
24 th month [Member] | Series B Senior Convertible Preferred Shares [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Percent per annum | 5% | ||||||||
Shall automatically increase percentage | 10% | ||||||||
36 th month [Member] | Series B Senior Convertible Preferred Shares [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Percent per annum | 5% | ||||||||
Shall automatically increase percentage | 10% |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | 1 Months Ended | 12 Months Ended | |||||||
Aug. 04, 2020 | Jan. 10, 2019 | Mar. 03, 2017 | Sep. 23, 2021 | Apr. 19, 2021 | Dec. 22, 2020 | Aug. 27, 2020 | Mar. 27, 2020 | Dec. 31, 2021 | |
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. | ||||||||
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”). | ||||||||
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. | ||||||||
High Mountain [Member] | |||||||||
Organization and Nature of Business (Details) [Line Items] | |||||||||
Acquired interest, description | As a result of this transaction, 1847 Cabinet owns 92.5% of High Mountain and Innovative Cabinets, with the remaining 7.5% held by a third-party. | ||||||||
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) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 28, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Payroll protection program | $ 357,500 | ||
Percentage relates to total revenue | 5% | ||
Allowance for doubtful accounts | $ 359,000 | $ 0 | |
Estimated obsolescence allowance | $ 387,848 | $ 12,824 | |
Outstanding warrants (in Shares) | 2,257,404 | ||
Principal and accrued interest (in Shares) | 10,131,076 | ||
Incurred operating losses | $ 3,721,157 | ||
Cash flows used in operations | 897,566 | ||
Negative working capital | $ 1,295,692 | ||
Asien’s [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Payroll protection program | $ 357,500 | ||
Wolo [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Payment for internet and phone orders, percentage | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment useful lives | 12 Months Ended |
Dec. 31, 2021 | |
Building and Improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 4 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Trucks and Vehicles [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Trucks and Vehicles [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 6 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of identifiable intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Customer-Related [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Amortization Basis | Straight-line basis |
Customer-Related [Member] | Minimum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Expected Life (years) | 5 years |
Customer-Related [Member] | Maximum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Expected Life (years) | 15 years |
Marketing-Related [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Amortization Basis | Straight-line basis |
Marketing-Related [Member] | Minimum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Expected Life (years) | 5 years |
Marketing-Related [Member] | Maximum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Expected Life (years) | 5 years |
Business Segments (Details) - S
Business Segments (Details) - Schedule of business segments - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Furniture and appliances | $ 12,741,064 | $ 7,625,222 |
Construction | 12,203,890 | 1,120,224 |
Automotive supplies | 5,716,030 | |
Total Revenue | 30,660,984 | 8,745,446 |
Cost of sales | 20,311,724 | 6,531,435 |
Operating expenses | 11,453,159 | 3,563,908 |
Income (loss) from operations | (1,103,899) | (1,349,897) |
Retail & Appliances [Member] | ||
Revenue | ||
Furniture and appliances | 12,741,064 | 7,625,222 |
Construction | ||
Automotive supplies | ||
Total Revenue | 12,741,064 | 7,625,222 |
Cost of sales | 9,773,371 | 5,866,413 |
Operating expenses | 2,892,973 | 1,986,775 |
Income (loss) from operations | 74,720 | (227,967) |
Construction [Member] | ||
Revenue | ||
Furniture and appliances | ||
Construction | 12,203,890 | 1,120,224 |
Automotive supplies | ||
Total Revenue | 12,203,890 | 1,120,224 |
Cost of sales | 6,966,064 | 665,022 |
Operating expenses | 4,153,938 | 681,040 |
Income (loss) from operations | 1,083,888 | (225,838) |
Automotive Supplies [Member] | ||
Revenue | ||
Furniture and appliances | ||
Construction | ||
Automotive supplies | 5,716,030 | |
Total Revenue | 5,716,030 | |
Cost of sales | 3,572,289 | |
Operating expenses | 3,119,435 | |
Income (loss) from operations | (975,694) | |
Corporate Services [Member] | ||
Revenue | ||
Furniture and appliances | ||
Construction | ||
Automotive supplies | ||
Total Revenue | ||
Cost of sales | ||
Operating expenses | 1,286,813 | 896,092 |
Income (loss) from operations | $ (1,286,813) | $ (896,092) |
Cash Equivalents and Investme_3
Cash Equivalents and Investments (Details) - Schedule of cash and cash equivalents - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | ||
Operating accounts | $ 1,383,533 | $ 976,538 |
Restricted accounts | 403,811 | |
Subtotal | 1,383,533 | 1,380,349 |
Held to Maturity Investments | ||
Restricted accounts – certificates of deposit (4 – 24-month maturities, FDIC insured) | 276,429 | 276,270 |
Subtotal | 276,429 | 276,270 |
TOTAL | $ 1,659,962 | $ 1,656,619 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Aug. 04, 2020 | Apr. 08, 2020 | Apr. 05, 2019 | Jun. 13, 2018 | Oct. 23, 2020 | Aug. 31, 2020 | Aug. 25, 2020 | Jul. 29, 2020 | Jun. 30, 2020 | Jun. 24, 2019 | Oct. 31, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | 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 | |||||||||||||||||
Principal amount | 32,350 | |||||||||||||||||
Interest amount | 42 | |||||||||||||||||
Prepayment legal and other fees | 85,802 | |||||||||||||||||
Loans aggregate maximum loan amount | $ 2,250,000 | $ 1,000,000 | ||||||||||||||||
Interest rate | 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% | |||||||||||||||||
Fully-diluted basis for an aggregate price | $ 100 | |||||||||||||||||
Loan and security agreement total payoff amount | 1,122,412 | |||||||||||||||||
Debt consisting of principal amount | 1,066,640 | |||||||||||||||||
Interest | 11,773 | |||||||||||||||||
prepayment, legal, and other fees | $ 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 | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
Loss on extinguishment of debt | $ 757,239 | $ 360,302 | $ 360,302 | |||||||||||||||
Forbearance fee | 250,000 | |||||||||||||||||
Write-off of unamortized loan discount | 338,873 | |||||||||||||||||
Write-off of unamortized debt costs | $ 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 | |||||||||||||||||
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 the 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 $40,000 is included in long-term accrued expenses. |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of major classes of assets and liabilities of the discontinued operations - Previously Reported [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets – discontinued operations: | ||
Cash | $ 416,831 | |
Accounts receivable, net | 334,095 | |
Inventories, net | 305,080 | |
Prepaid expenses and other current assets | 268,602 | |
Total current assets – discontinued operations | 1,324,608 | |
Noncurrent Assets – discontinued operations: | ||
Property and equipment, net | 1,925,844 | |
Operating lease right of use assets | 501,827 | |
Goodwill | 22,166 | |
Intangible assets, net | 7,933 | |
Total noncurrent assets | 2,457,770 | |
Current liabilities – discontinued operations: | ||
Accounts payable and accrued expenses | 484,852 | |
Current portion of operating lease liability | 67,725 | |
Notes payable – current portion | 446,545 | |
Total current liabilities – discontinued operations | 999,122 | |
Long term liabilities – discontinued operations: | ||
Notes payable – long term, net of current portion | 4,187,376 | |
Accrued expenses – long term, related party | 1,359,989 | |
Financing lease liability, net of current portion | 434,102 | |
Total long term liabilities – discontinued operations | $ 5,981,467 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of consolidated statements of operations from discontinued operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||||
Services | $ 612,862 | $ 3,379,653 | ||
Sales of parts and equipment | 324,189 | 3,322,945 | ||
Furniture and appliances | 42,709,714 | |||
TOTAL REVENUE | 937,051 | 49,412,312 | ||
OPERATING EXPENSES | ||||
Cost of sales | 298,050 | 38,488,245 | ||
Personnel costs | 485,774 | 6,534,408 | ||
Depreciation and amortization | 360,746 | 1,547,378 | ||
Fuel | 112,746 | 378,115 | ||
General and administrative | 290,872 | 8,555,731 | ||
TOTAL OPERATING EXPENSES | $ 12,004,408 | $ 5,191,656 | 1,548,188 | 55,503,877 |
LOSS FROM OPERATIONS | (611,137) | (6,091,564) | ||
OTHER INCOME (EXPENSE) | ||||
Financing costs and loss on early extinguishment of debt | (320) | (792,721) | ||
Gain on forgiveness of debt | 380,247 | |||
Loss on extinguishment of debt | (1,852,426) | |||
Gain on sale of assets | 548,723 | 130,748 | ||
Loss on acquisition receivable | (809,000) | |||
Change in warrant liability | (2,127,656) | |||
Interest expense | (78,308) | (985,840) | ||
Other income (expense) | 1,200 | 3,599 | ||
TOTAL OTHER INCOME (EXPENSE) | 851,542 | (6,433,296) | ||
NET LOSS BEFORE INCOME TAXES | 240,405 | (12,524,860) | ||
INCOME TAX EXPENSE | 350,603 | |||
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS | 240,405 | (12,875,463) | ||
LESS NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 108,182 | (5,036,832) | ||
NET INCOME (LOSS) ATTRIBUTABLE TO SHAREHOLDERS | $ 132,223 | $ (7,838,631) |
Discontinued Operations (Deta_4
Discontinued Operations (Details) - Schedule of consolidated statements of cash flows relating to discontinued operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities of discontinued operations: | ||
Net Income (Loss) | $ 240,405 | $ (12,875,461) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: | ||
Depreciation and amortization | 360,746 | 1,547,378 |
Amortization of financing costs and warrant features | 2,187 | 842,174 |
Stock compensation | 281,194 | |
Amortization of operating lease right-of-use assets | 19,007 | 63,253 |
Gain on forgiveness of PPP loans | (380,247) | |
Loss on extinguishment of debt | 2,052,118 | |
Amortization of original interest discount | 100,511 | |
Gain on sale of equipment | (548,723) | (130,748) |
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 | (3,327,816) |
Inventory | (161,286) | (2,125,032) |
Prepaid expenses and other assets | 49,222 | (1,144,323) |
Accounts payable and accrued expenses | 118,980 | 368,128 |
Operating lease liability | (19,007) | (63,253) |
Vendor deposits | (252,688) | |
Deferred tax asset | 635,503 | |
Customer deposits | 14,427,180 | |
Accrued expense long-term | 137,438 | 454,209 |
Net cash provided by (used in) operating activities from discontinued operations | (170,580) | 3,788,983 |
Cash flows from investing activities in discontinued operations: | ||
Proceeds from sale of equipment | 675,000 | 209,500 |
Purchase of equipment | (30,697) | (137,499) |
Net cash provided by investing activities in discontinued operations | 644,303 | 72,001 |
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) | (3,474,557) |
Repayment of floor plan | (10,581) | |
Net borrowings from lines of credit | (1,339,430) | |
Financing fees | (219,110) | |
Repayment of financing lease | (721,151) | |
Net cash provided by (used in) financing activities in discontinued operations | $ (208,693) | $ 4,449,634 |
Receivables (Details) - Schedul
Receivables (Details) - Schedule of receivables - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of receivables [Abstract] | |||
Credit card payments in process of settlement | $ 116,187 | $ 158,924 | |
Retainage | $ 1,029,976 | 803,989 | |
Trade receivables from customers | 2,691,702 | 366,701 | |
Vendor rebates receivable | 126,118 | ||
Total receivables | 3,737,996 | 525,625 | |
Allowance for doubtful accounts | (359,000) | ||
Accounts receivable, net | $ 3,378,996 | $ 525,625 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory - Previously Reported [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Subtotal | $ 5,815,150 | $ 2,035,578 |
Allowance for inventory obsolescence | (387,848) | (12,824) |
Inventories, net | 5,427,302 | 2,022,754 |
Construction [Member] | ||
Inventory [Line Items] | ||
Subtotal | 1,543,980 | 6,308 |
Appliances [Member] | ||
Inventory [Line Items] | ||
Subtotal | 2,206,336 | 2,029,270 |
Automotive [Member] | ||
Inventory [Line Items] | ||
Subtotal | $ 2,064,834 |
Property and Equipment (Detai_3
Property and Equipment (Details) - Schedule of property and equipment - Previously Reported [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,890,272 | $ 430,243 |
Less: Accumulated depreciation | (194,961) | (31,740) |
Property and equipment, net | 1,695,311 | 398,503 |
Buildings and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 135,804 | 42,601 |
Equipment and machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 836,622 | 171,179 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 53,725 | 2,613 |
Trucks and other vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 864,121 | $ 213,850 |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Technology related identifiable intangible assets, net | $ 553,781 | |
Total Identifiable intangible assets, net | 11,443,897 | 3,885,467 |
Marketing related identifiable intangible assets, net | 5,498,596 | 759,886 |
Customer relationship identifiable intangible assets, net | 5,391,520 | 3,125,581 |
Customer Relationships [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Identifiable intangible assets, gross | 5,791,000 | 3,189,000 |
Accumulated amortization | (399,480) | (63,419) |
Marketing Related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Identifiable intangible assets, gross | 5,917,000 | 841,000 |
Accumulated amortization | (418,404) | (81,114) |
Technology Related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Identifiable intangible assets, gross | 623,000 | |
Accumulated amortization | $ (69,219) |
Intangible Assets (Details) -_4
Intangible Assets (Details) - Schedule of estimated annual amortization expense - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of estimated annual amortization expense [Abstract] | ||
2022 | $ 1,094,088 | $ 1,458,780 |
2023 | 1,458,780 | 1,458,780 |
2024 | 1,458,750 | 1,458,750 |
2025 | 1,325,745 | 1,325,745 |
2026 | 1,157,523 | 1,157,523 |
Thereafter | 4,584,319 | 4,584,319 |
Total | $ 11,079,205 | $ 11,443,897 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of preliminary analysis for the Asien's purchase | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Asien’s Acquisition [Member] | |
Purchase Consideration at fair value: | |
Common shares | $ 1,037,500 |
Notes payable, net of debt discount | 855,000 |
Net 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 tangible assets acquired | 1,182,925 |
Total net assets acquired | 1,182,925 |
Consideration paid | 2,125,500 |
Goodwill | 942,575 |
Kyle’s Acquisition [Member] | |
Purchase Consideration at fair value: | |
Common shares | 3,675,000 |
Notes payable, net of debt discount | 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 |
Wolo Acquisition [Member] | |
Purchase Consideration at fair value: | |
Notes payable, net of debt discount | 850,000 |
Cash | 6,550,000 |
Net cash paid to Seller (post-closing) | 944,056 |
Amount of consideration | 8,344,056 |
Assets acquired and liabilities assumed at fair value | |
Cash | 1,171,655 |
Accounts receivable | 1,860,107 |
Inventories | 1,944,929 |
Other current assets | 218,154 |
Deferred tax liabilities | (325,000) |
Customer related intangibles | 233,000 |
Marketing related intangibles | 992,000 |
Technology related intangibles | 623,000 |
Accounts payable and accrued expenses | (111,442) |
Net tangible assets acquired | 6,606,403 |
Total net assets acquired | 6,606,403 |
Consideration paid | 8,344,056 |
Goodwill | 1,737,653 |
H&I Acquisition [Member] | |
Purchase Consideration at fair value: | |
Notes payable, net of debt discount | 4,753,673 |
Cash | 10,687,500 |
Amount of consideration | 15,441,173 |
Assets acquired and liabilities assumed at fair value | |
Cash | 208,552 |
Accounts receivable | 1,042,194 |
Inventories | 1,848,729 |
Contract assets | 367,177 |
Other current assets | 80,771 |
Deferred tax liabilities | (1,670,000) |
Lease liabilities | (856,377) |
Financing leases | (18,600) |
Loans payable | (204,399) |
Property and equipment | 610,882 |
Operating lease assets | 831,951 |
Other assets | |
Customer related intangibles | 4,843,000 |
Marketing related intangibles | 1,610,000 |
Accounts payable and accrued expenses | (1,207,424) |
Contract liabilities | (3,770,081) |
Net tangible assets acquired | 3,716,375 |
Total net assets acquired | 3,716,375 |
Consideration paid | 15,441,173 |
Goodwill | $ 11,724,798 |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of income statement - Business Acquisitions [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Condensed Income Statements, Captions [Line Items] | |||
Revenues, net | $ 51,589,004 | $ 42,131,589 | |
Net income (loss) | $ (4,445,617) | $ 1,733,005 | |
Basic earnings (loss) per share | $ (0.94) | $ 0.36 | |
Diluted earnings (loss) per share | $ (0.94) | $ 0.36 | |
Basic Number of Shares | [1] | 4,749,971 | 4,807,429 |
Diluted Number of Shares | [1] | 4,749,971 | 4,807,429 |
[1]shares assuming as if issued as of January 1. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 12, 2021 | Oct. 08, 2021 | May 06, 2021 | Aug. 04, 2020 | Mar. 30, 2021 | Jul. 29, 2020 | Apr. 28, 2020 | Oct. 30, 2017 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 07, 2020 | Jul. 10, 2020 | Jul. 02, 2020 | May 28, 2020 | Jun. 24, 2019 | Feb. 14, 2019 | |
Notes Payable (Details) [Line Items] | |||||||||||||||||
Revolving credit, description | The loan bore 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 | $ 301,081 | ||||||||||||||||
Accrued interest | $ 467,689 | ||||||||||||||||
Revolving loan paid off | $ 301,240 | ||||||||||||||||
Debt instrument, maturity date, description | January 2028 | ||||||||||||||||
Purchase price per share (in Dollars per share) | $ 1.75 | $ 1.75 | |||||||||||||||
Promissory note, 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. | ||||||||||||||||
Financing leases, description | On September 25, 2020, Asien’s entered into an inventory financing agreement with Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”), pursuant to which Wells Fargo may extend credit to Asien’s from time to time to enable it to purchase inventory from Wells Fargo-approved vendors. The term of the agreement is one year, and from year to year thereafter, unless sooner terminated by either party upon 30 days written notice to the other party. The inventory financing agreement contains customary representations, warranties, affirmative and negative covenants and events of default for a loan of this type. The agreement is secured by all assets of Asien’s and is guaranteed by 1847 Asien and the Company. As of December 31, 2021, Asien’s has not borrowed any funds under this agreement.4.5% Unsecured Promissory NoteOn 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. The note bore interest at the rate of the 4.25% per annum. The remaining principal balance of the note at December 31, 2020 was $41,675. The note and accrued interest were repaid in July 2021.Loans on VehiclesAsien’s has entered into seven retail installment sale contracts pursuant to which Asien’s agreed to finance its delivery trucks at rates ranging from 3.74% to 8.72% with an aggregate remaining principal amount of $146,043 as of December 31, 2021.Kyle’sIntercompany Secured Promissory NoteIn 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 30, 2020, 1847 Cabinet issued a secured promissory note to the Company in the principal amount of $4,525,000, which was amended and restated on December 11, 2020 and again on October 8, 2021 to increase the principal amount to $15,955,325. 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 (Note 12). The remaining principal balance of the note at December 31, 2021 is $6,549,073 and it has accrued interest of $35,416.Loans on VehiclesKyle’s has entered into two retail installment sale contracts pursuant to which it agreed to finance its delivery trucks at rates ranging from 5.90% to 6.54% with an aggregate remaining principal amount of $64,255 as of December 31, 2021.Financing LeasesKyle’s has entered into two financing lease agreements for expansion equipment. The equipment was installed in December 2021. These agreements have terms of six years beginning at the time of installation.On May 6, 2021, Kyle’s entered in an equipment financing lease to purchase equipment for $276,896, maturing on December 1, 2027. The balance payable was $276,896 as of December 31, 2021.On October 12, 2021, Kyle’s entered in an equipment financing lease to purchase equipment for $245,375, maturing on December 1, 2027. The balance payable was $245,375 as of December 31, 2021.Following is a summary of payments due on financing leases for the succeeding five years: Year Ending December 31, Amount 2022 $ 99,075 2023 99,075 2024 99,075 2025 99,075 2026 99,075 Thereafter 99,075 Total payments 594,450 Less: amount representing interest (72,178 ) Present value of minimum lease payments $ 522,272 As of December 31, 2021, the weighted-average remaining lease term for all finance leases is 6 years.Wolo6% Secured Promissory NoteA portion of the purchase price for the acquisition of Wolo on March 30, 2021 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 was payable quarterly at the rate of six percent (6%) per annum. On October 8, 2021, the promissory note was repaid in full.Credit Agreement and NotesOn March 30, 2021, 1847 Wolo and Wolo entered into a credit agreement with Sterling National Bank for revolving loans in the principal amount of $1,000,000 and a term loan in the principal amount of $3,550,000. On October 8, 2021, the revolving loan and the term loan were repaid in full.High Mountain/Innovative CabinetsLoans on Vehicles/EquipmentHigh Mountain and Innovative Cabinets have entered into seventeen retail installment sale contracts pursuant to which they agreed to finance delivery trucks and equipment at rates ranging from 3.74% to 6.80% with an aggregate remaining principal amount of $186,054 as of December 31, 2021.Financing LeasesOn February 14, 2019, High Mountain entered in an equipment financing lease to purchase a lift truck for $24,337, maturing on January 19, 2024. The balance payable was $11,044 as of December 31, 2021.On June 2, 2020, High Mountain entered in an equipment financing lease to purchase office printers for $9,240, maturing on May 2, 2024. The balance payable was $5,757 as of December 31, 2021. | The balance payable was $11,044 as of December 31, 2021. | |||||||||||||||
Principal amount | $ 56,900 | ||||||||||||||||
Principal balance of revolving credit | $ 32,350 | ||||||||||||||||
Financing lease purchase equipment | $ 245,375 | $ 276,896 | |||||||||||||||
Balance payable | $ 245,375 | ||||||||||||||||
Weighted average term | 2 years 1 month 6 days | ||||||||||||||||
Weighted Average Remaining Lease Term [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Weighted average term | 6 years | ||||||||||||||||
Arvest Bank [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Revolving loan | $ 400,000 | ||||||||||||||||
Accrued Interest [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Accrued interest | 995 | ||||||||||||||||
8% Subordinated Amortizing Promissory Note [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Remaining principal balance | 101,980 | ||||||||||||||||
Accrued interest | 1,095 | ||||||||||||||||
6% Amortizing Promissory Note [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt instrument, maturity date, description | On July 29, 2020, 1847 Asien entered into a securities purchase agreement with the Asien’s Seller, pursuant to which the Asien’s Seller sold to 415,000 of the Company’s common shares to 1847 Asien a purchase price of $2.50 per share. | ||||||||||||||||
Sold of common shares (in Shares) | 415,000 | ||||||||||||||||
Purchase price per share (in Dollars per share) | $ 2.5 | ||||||||||||||||
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. | ||||||||||||||||
Paul A. Gwilliam and Terri L. Gwilliam [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Principal amount | $ 540,000 | ||||||||||||||||
Term of loan | 5 years | ||||||||||||||||
Comprised of principal | $ 41,675 | ||||||||||||||||
8% Subordinated Amortizing Promissory Note [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Interest rate | 8% | ||||||||||||||||
Asien's Seller [Member] | 8% Subordinated Amortizing Promissory Note [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt instrument, maturity date, description | 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. | ||||||||||||||||
Paul A. Gwilliam and Terri L. Gwilliam [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Interest rate | 4.25% | ||||||||||||||||
Asein's [Member] | PPP Loans [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Promissory note, description | 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 (Note 12). The remaining principal balance of the note at December 31, 2021 is $6,549,073 and it has accrued interest of $35,416.Loans on VehiclesKyle’s has entered into two retail installment sale contracts pursuant to which it agreed to finance its delivery trucks at rates ranging from 5.90% to 6.54% with an aggregate remaining principal amount of $64,255 as of December 31, 2021.Financing LeasesKyle’s has entered into two financing lease agreements for expansion equipment. The equipment was installed in December 2021. These agreements have terms of six years beginning at the time of installation.On May 6, 2021, Kyle’s entered in an equipment financing lease to purchase equipment for $276,896, maturing on December 1, 2027. The balance payable was $276,896 as of December 31, 2021.On October 12, 2021, Kyle’s entered in an equipment financing lease to purchase equipment for $245,375, maturing on December 1, 2027. The balance payable was $245,375 as of December 31, 2021.Following is a summary of payments due on financing leases for the succeeding five years: Year Ending December 31, Amount 2022 $ 99,075 2023 99,075 2024 99,075 2025 99,075 2026 99,075 Thereafter 99,075 Total payments 594,450 Less: amount representing interest (72,178 ) Present value of minimum lease payments $ 522,272 As of December 31, 2021, the weighted-average remaining lease term for all finance leases is 6 years.Wolo6% Secured Promissory NoteA portion of the purchase price for the acquisition of Wolo on March 30, 2021 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 was payable quarterly at the rate of six percent (6%) per annum. On October 8, 2021, the promissory note was repaid in full.Credit Agreement and NotesOn March 30, 2021, 1847 Wolo and Wolo entered into a credit agreement with Sterling National Bank for revolving loans in the principal amount of $1,000,000 and a term loan in the principal amount of $3,550,000. On October 8, 2021, the revolving loan and the term loan were repaid in full.High Mountain/Innovative CabinetsLoans on Vehicles/EquipmentHigh Mountain and Innovative Cabinets have entered into seventeen retail installment sale contracts pursuant to which they agreed to finance delivery trucks and equipment at rates ranging from 3.74% to 6.80% with an aggregate remaining principal amount of $186,054 as of December 31, 2021.Financing LeasesOn February 14, 2019, High Mountain entered in an equipment financing lease to purchase a lift truck for $24,337, maturing on January 19, 2024. The balance payable was $11,044 as of December 31, 2021.On June 2, 2020, High Mountain entered in an equipment financing lease to purchase office printers for $9,240, maturing on May 2, 2024. The balance payable was $5,757 as of December 31, 2021.Following is a summary of payments due on financing leases for the succeeding five years: Year Ending December 31, Amount 2022 $ 8,161 2023 8,161 2024 1,515 2025 — 2026 — Thereafter — Total payments 17,837 Less: amount representing interest (1,036 ) Present value of minimum lease payments $ 16,801 As of December 31, 2021, the weighted-average remaining lease term for all finance leases is 2.10 years.PPP LoansOn April 28, 2020, Asien’s received $357,500 in PPP loans from the SBA under provisions of the CARES Act. 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. The PPP provides that the PPP loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. Asien’s used the proceeds from the PPP loans for qualifying expenses and to applied for forgiveness of the PPP loans in accordance with the terms of the CARES Act. On February 16, 2021, Asien’s received notice from Exchange Bank that its loan had been forgiven in its entirety by the SBA. | ||||||||||||||||
Intercompany Secured Promissory Note [Member] | 8% Subordinated Amortizing Promissory Note [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Remaining principal balance | $ 6,549,073 | ||||||||||||||||
Accrued interest | 35,416 | ||||||||||||||||
Kyle's [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Balance payable | 276,896 | ||||||||||||||||
1847 Asien/Asien's [Member] | Arvest Bank [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Secured promissory note, percentage | 5.25% | ||||||||||||||||
Prime rate plus percent | 2% | ||||||||||||||||
1847 Asien/Asien's [Member] | Asien's Seller [Member] | 6% Amortizing Promissory Note [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Remaining principal balance | 583,961 | ||||||||||||||||
Accrued interest | $ 21,758 | ||||||||||||||||
Asein's [Member] | 8% Subordinated Amortizing Promissory Note [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Paid by issuance percentage | 8% | ||||||||||||||||
Increasing principal amount | $ 200,000 | ||||||||||||||||
1847 Cabinet/Kyle's [Member] | Intercompany Secured Promissory Note [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Secured promissory note, percentage | 5% | ||||||||||||||||
Loans on Vehicles [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Remaining principal balance | $ 146,043 | ||||||||||||||||
Principal balance of revolving credit | $ 64,255 | ||||||||||||||||
Loans on Vehicles [Member] | Asein's [Member] | Minimum [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Finance at rates ranging | 3.74% | ||||||||||||||||
Loans on Vehicles [Member] | Asein's [Member] | Maximum [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Finance at rates ranging | 8.72% | ||||||||||||||||
Loans on Vehicles [Member] | Kyle's [Member] | Minimum [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Finance at rates ranging | 5.90% | ||||||||||||||||
Loans on Vehicles [Member] | Kyle's [Member] | Maximum [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Finance at rates ranging | 6.54% | ||||||||||||||||
Loans on Vehicles [Member] | High Mountain/Innovative Cabinets [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Aggregate remaining principal amount | $ 186,054 | ||||||||||||||||
Loans on Vehicles [Member] | High Mountain/Innovative Cabinets [Member] | Minimum [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Finance at rates ranging | 3.74% | ||||||||||||||||
Loans on Vehicles [Member] | High Mountain/Innovative Cabinets [Member] | Maximum [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Finance at rates ranging | 6.80% | ||||||||||||||||
Credit Agreement and Notes [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Term loan, description | On July 29, 2020, 1847 Asien entered into a securities purchase agreement with the Asien’s Seller, pursuant to which the Asien’s Seller sold to 415,000 of the Company’s common shares to 1847 Asien a purchase price of $2.50 per share. 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. 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. 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. The note is unsecured and contains customary events of default. The remaining principal balance of the note at December 31, 2021 is $583,961 and it has accrued interest of $21,758.Inventory Financing AgreementOn September 25, 2020, Asien’s entered into an inventory financing agreement with Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”), pursuant to which Wells Fargo may extend credit to Asien’s from time to time to enable it to purchase inventory from Wells Fargo-approved vendors. The term of the agreement is one year, and from year to year thereafter, unless sooner terminated by either party upon 30 days written notice to the other party. The inventory financing agreement contains customary representations, warranties, affirmative and negative covenants and events of default for a loan of this type. The agreement is secured by all assets of Asien’s and is guaranteed by 1847 Asien and the Company. As of December 31, 2021, Asien’s has not borrowed any funds under this agreement.4.5% Unsecured Promissory NoteOn 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. | ||||||||||||||||
Borrowing base, description | 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. | ||||||||||||||||
6% Secured Promissory Note [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Interest rate | 6% | ||||||||||||||||
Principal amount | $ 850,000 | ||||||||||||||||
Annual interest rate | 6% |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - 1847 Holdings LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Line of Credit | $ 301,081 | |
8% Subordinated Amortizing Promissory Notes | 101,980 | |
6% Subordinated Amortizing Promissory Notes | 581,963 | 975,985 |
PPP loans | 357,500 | |
4.5% Unsecured Promissory Notes | 41,675 | |
Loans on vehicles | 396,351 | 90,374 |
Financing leases | 522,166 | |
Subtotal | 1,500,480 | 1,868,595 |
Line of Credit | (301,081) | |
Current portion of notes payable | (793,174) | (429,183) |
Long-term notes payable | $ 707,306 | $ 1,138,331 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of payments due on financing leases | Dec. 31, 2021 USD ($) |
Notes Payable (Details) - Schedule of payments due on financing leases [Line Items] | |
2022 | $ 99,075 |
2023 | 99,075 |
2024 | 99,075 |
2025 | 99,075 |
2026 | 99,075 |
Thereafter | 99,075 |
Total payments | 594,450 |
Less: amount representing interest | (72,178) |
Present value of minimum lease payments | 522,272 |
Payments Due on Financing Leases [Member] | |
Notes Payable (Details) - Schedule of payments due on financing leases [Line Items] | |
2022 | 8,161 |
2023 | 8,161 |
2024 | 1,515 |
2025 | |
2026 | |
Thereafter | |
Total payments | 17,837 |
Less: amount representing interest | (1,036) |
Present value of minimum lease payments | $ 16,801 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of payments due on notes payable and financing leases for the succeeding five years | Dec. 31, 2021 USD ($) |
Schedule of payments due on notes payable and financing leases for the succeeding five years [Abstract] | |
2022 | $ 820,400 |
2023 | 212,554 |
2024 | 179,868 |
2025 | 160,270 |
2026 | 118,647 |
Thereafter | 206,701 |
Total payments | $ 1,698,440 |
Vesting Note Payable _ Relate_2
Vesting Note Payable — Related Party (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2021 | |
Vesting Note Payable — Related Party (Details) [Line Items] | ||
Principal amount | $ 1,260,000 | |
Principal amount, percentage | 8% | |
Vested principal, description | 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. For the year ended December 31, 2020, EBITDA of 1847 Cabinet was approximately $1,531,000, resulting in a vested amount of approximately $415,000. For the year ended December 31, 2021, EBITDA of 1847 Cabinet was approximately $427,504, resulting in an additional vested amount of approximately $602,204. As of December 31, 2021, the fair value of the outstanding balance expected to be paid on this note was $1,001,183. | |
Unpaid interest | 36 months | |
Unvested principal amount | $ 350,000 | |
Vesting Promissory Note [Member] | ||
Vesting Note Payable — Related Party (Details) [Line Items] | ||
Principal amount | $ 1,050,000 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2020 | Sep. 02, 2020 | Aug. 04, 2020 | Jul. 21, 2020 | May 11, 2020 | May 04, 2020 | Apr. 05, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 08, 2022 | Oct. 08, 2021 | Dec. 07, 2020 | |
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||
Aggregate principle amount | $ 24,860,000 | |||||||||||
Aggregate original issue discount | 497,200 | |||||||||||
Total purchase price | 24,362,800 | |||||||||||
Payment of expense | 617,825 | |||||||||||
Net proceeds | 23,744,975 | |||||||||||
Purchase price for the acquisition | $ 10,687,500 | |||||||||||
Secured convertible promissory notes, description | In addition, as consideration for the financing, the Company granted the financing agent 750,000 warrants with a fair value of $956,526 and 7.5% interest in High Mountain and Innovative Cabinets acquisition which had a fair value of $1,146,803. | |||||||||||
Remaining principal balance | $ 23,787,936 | |||||||||||
Debt discounts | 3,072,064 | |||||||||||
Accrued interest | $ 467,689 | |||||||||||
Bear interest, 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 | 10% | |||||||||||
Conversion price (in Dollars per share) | $ 2.5 | |||||||||||
Beneficial ownership limitation, percentage | 4.99% | |||||||||||
Subject to equitable adjustments for stock splits (in Dollars per share) | $ 2.5 | |||||||||||
Aggregate principal amount | $ 56,900 | |||||||||||
Legal discount fees | $ 64,286 | |||||||||||
Share issued (in Shares) | 50,000 | |||||||||||
Shares value | $ 4,160,684 | $ 137,500 | ||||||||||
Debt discount related to the warrants | $ 292,673 | |||||||||||
Amortized financing cost | $ 292,673 | |||||||||||
Increase the principal amount of the note | $ 207,145 | |||||||||||
Warrant to purchase, 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. | |||||||||||
Consisting of principal amount | $ 301,081 | |||||||||||
Warrant to common shares (in Shares) | 180,000 | |||||||||||
Surrender of common shares underlying warrant (in Shares) | 20,000 | |||||||||||
Common stock underlying warrant (in Shares) | 200,000 | |||||||||||
Issued common stock (in Shares) | 180,000 | |||||||||||
Maximum [Member] | ||||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||
Ownership percentage | 9.99% | |||||||||||
Subsequent Event [Member] | ||||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||
Convert percentage | 20% | |||||||||||
Leonite Converted [Member] | ||||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||
Outstanding balance of note | $ 50,000 | $ 100,000 | ||||||||||
Shares of common stock (in Shares) | 50,000 | 100,000 | ||||||||||
Goedeker [Member] | ||||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||
Total payoff amount | $ 780,653 | |||||||||||
Consisting of principal amount | 771,431 | |||||||||||
Interest | $ 9,222 | |||||||||||
6% Subordinated Convertible Promissory Notes [Member] | ||||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||
Aggregate principle amount | $ 5,880,345 | |||||||||||
Remaining principal balance | $ 4,838,997 | |||||||||||
Accrued interest | $ 108,262 | |||||||||||
Bear interest, description | 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. | |||||||||||
Issuance of subordinated convertible promissory notes | 6% | |||||||||||
Net of debt discount | $ 1,041,348 | |||||||||||
Leonite Capital Note [Member] | ||||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||||
Bear interest, 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. | |||||||||||
Aggregate principal amount | $ 714,286 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 12 Months Ended | |||
Jun. 09, 2021 | Sep. 01, 2020 | Jul. 31, 2022 | Dec. 31, 2021 | |
Operating Leases (Details) [Line Items] | ||||
Lease agreement, description | Kyle’s entered into an additional industrial lease agreement with a third party. The lease commenced on January 1, 2022 and is for a term of 62 months, with an option for a renewal term of five years, and provides for a base rent of $3,336 for months 3-4 (with no payments for the first two months), with gradual increases to $7,508 for final year. | |||
Operating lease liability | $ 361,158 | |||
Rent amount | $ 12,767 | |||
High mountain, description | The base rent is $29,400 for months 2-13 (with no payments for the first month), with gradual increases to $34,394 for months 50-61. In addition, High Mountain is responsible for its proportionate share of all taxes, insurance and certain operating costs during the lease term. | |||
Base rent | $ 15,600 | |||
Lease gradual increases | 18,085 | |||
Forecast [Member] | ||||
Operating Leases (Details) [Line Items] | ||||
Rent amount | $ 6,897 | |||
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. | |||
Innovative Cabinets [Member] | ||||
Operating Leases (Details) [Line Items] | ||||
Base rent | 2,936 | |||
Lease gradual increases | 3,140 | |||
Asien's [Member] | ||||
Operating Leases (Details) [Line Items] | ||||
Monthly lease payment | $ 11,665 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of supplemental balance sheet information | Dec. 31, 2021 USD ($) |
Kyle's [Member] | |
Operating Leases (Details) - Schedule of supplemental balance sheet information [Line Items] | |
Operating lease right-of-use lease asset | $ 735,074 |
Accumulated amortization | (85,777) |
Net balance | 649,297 |
Lease liability, current portion | 113,105 |
Lease liability, long term | 539,234 |
Total operating lease liabilities | $ 652,339 |
Weighted Average Remaining Lease Term – operating leases | 54 months |
Weighted Average Discount Rate – operating leases | 5.50% |
High Mountain [Member] | |
Operating Leases (Details) - Schedule of supplemental balance sheet information [Line Items] | |
Operating lease right-of-use lease asset | $ 2,055,995 |
Accumulated amortization | (337,812) |
Net balance | 1,718,183 |
Lease liability, current portion | 258,843 |
Lease liability, long term | 1,459,339 |
Total operating lease liabilities | $ 1,718,182 |
Weighted Average Remaining Lease Term – operating leases | 61 months |
Weighted Average Discount Rate – operating leases | 4% |
Innovative Cabinets [Member] | |
Operating Leases (Details) - Schedule of supplemental balance sheet information [Line Items] | |
Operating lease right-of-use lease asset | $ 1,232,993 |
Accumulated amortization | (454,609) |
Net balance | 778,384 |
Lease liability, current portion | 218,873 |
Lease liability, long term | 584,833 |
Total operating lease liabilities | $ 803,706 |
Weighted Average Remaining Lease Term – operating leases | 42 months |
Weighted Average Discount Rate – operating leases | 4.02% |
Wolo [Member] | |
Operating Leases (Details) - Schedule of supplemental balance sheet information [Line Items] | |
Operating lease right-of-use lease asset | $ 153,663 |
Accumulated amortization | (106,924) |
Net balance | 46,739 |
Lease liability, current portion | 47,328 |
Lease liability, long term | |
Total operating lease liabilities | $ 47,328 |
Weighted Average Remaining Lease Term – operating leases | 7 months |
Weighted Average Discount Rate – operating leases | 6% |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of future minimum lease payments | Dec. 31, 2021 USD ($) |
Kyle's [Member] | |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2022 | $ 146,559 |
2023 | 169,839 |
2024 | 174,043 |
2025 | 146,885 |
2026 | 90,099 |
Thereafter | 15,017 |
Total lease payments | 742,442 |
Less imputed interest | (90,103) |
Maturities of lease liabilities | 652,339 |
High Mountain [Member] | |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2022 | 294,000 |
2023 | 364,560 |
2024 | 379,142 |
2025 | 394,308 |
2026 | 410,082 |
Thereafter | 68,788 |
Total lease payments | 1,910,880 |
Less imputed interest | (192,697) |
Maturities of lease liabilities | 1,718,183 |
Innovative Cabinets [Member] | |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2022 | 230,191 |
2023 | 208,020 |
2024 | 204,558 |
2025 | 210,695 |
2026 | 18,085 |
Total lease payments | 871,549 |
Less imputed interest | (67,843) |
Maturities of lease liabilities | 803,706 |
Wolo [Member] | |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2022 | 48,279 |
Total lease payments | 48,279 |
Less imputed interest | (951) |
Maturities of lease liabilities | $ 47,328 |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of supplemental cash flows information related to leases - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liability: | ||
Operating cash flows from operating lease | $ 985,122 | $ 21,000 |
Right-of-use asset obtained in exchange for lease obligation: | ||
Operating lease | $ 3,040,854 | $ 373,916 |
Shareholders_ Deficit (Detail_3
Shareholders’ Deficit (Details) - Schedule of warrant activity - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of warrant activity [Abstract] | ||
Number of Common Share Warrants, Outstanding, Beginning | 5,200,460 | 2,632,278 |
Weighted average exercise price, Outstanding, Beginning | $ 2.38 | $ 2.5 |
Weighted average life (years), Outstanding, Beginning | 2 years 9 months 3 days | |
Intrinsic value of Warrants, Outstanding, Beginning | $ 512,500 | |
Number of Common Share Warrants, Granted | 426,999 | 2,568,182 |
Weighted average exercise price, Granted | $ 3 | $ 2.26 |
Weighted average life (years), Granted | 3 years 6 months 29 days | |
Intrinsic value of Warrants, Outstanding, Granted | ||
Number of Common Share Warrants, Exercised | ||
Weighted average exercise price, Exercised | ||
Weighted average life (years), Exercised | ||
Intrinsic value of Warrants, Outstanding, Exercised | ||
Number of Common Share Warrants, Canceled | ||
Weighted average exercise price, Canceled | ||
Weighted average life (years), Canceled | ||
Intrinsic value of Warrants, Outstanding, Canceled | ||
Number of Common Share Warrants, Outstanding, Ending | 5,200,460 | |
Weighted average exercise price, Outstanding, Ending | $ 2.38 | |
Weighted average life (years), Outstanding, Ending | 2 years 4 months 9 days | |
Intrinsic value of Warrants, Outstanding, Outstanding, Ending | $ 512,500 | |
Number of Common Share Warrants, Exercisable, Ending | 5,200,460 | |
Weighted average exercise price, Exercisable, Ending | $ 2.38 | |
Weighted average life (years), Exercisable, Ending | 2 years 4 months 9 days | |
Intrinsic value of Warrants, Outstanding, Exercisable, Ending | $ 512,500 |
Shareholders_ Deficit (Detail_4
Shareholders’ Deficit (Details) - Schedule of options | 12 Months Ended |
Dec. 31, 2020 $ / shares shares | |
Number of options [Member] | |
Shareholders’ Deficit (Details) - Schedule of options [Line Items] | |
Number of Options Outstanding | shares | |
Number of Options Outstanding Granted | shares | 90,000 |
Number of Options Exercised | shares | 77,500 |
Number of Options Forfeited | shares | |
Number of Options Cancelled | shares | (12,500) |
Number of Options Expired | shares | |
Number of Options Exercisable | shares | |
Weighted Average Exercise Price [Member] | |
Shareholders’ Deficit (Details) - Schedule of options [Line Items] | |
Weighted Average Exercise Price Outstanding | |
Weighted Average Exercise Price Granted | 2.5 |
Weighted Average Exercise Price Exercised | 2.5 |
Weighted Average Exercise Price Forfeited | |
Weighted Average Exercise Price Cancelled | 2.5 |
Weighted Average Exercise Price Expired | |
Weighted Average Exercise Price Outstanding | |
Weighted Average Exercise Price Exercisable | |
Weighted Average Contractual Term in Years [Member] | |
Shareholders’ Deficit (Details) - Schedule of options [Line Items] | |
Weighted Average Contractual Term in Years Outstanding | |
Weighted Average Contractual Term in Years Granted | 5 years |
Weighted Average Contractual Term in Years Exercised | |
Weighted Average Contractual Term in Years Forfeited | |
Weighted Average Contractual Term in Years Cancelled | |
Weighted Average Contractual Term in Years Expired | |
Weighted Average Contractual Term in Years Outstanding | |
Weighted Average Contractual Term in Years Exercisable |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Expected future minimum lease payments | $ 630,816 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | ||
Net operating loss carry forwards | $ 438,209 | $ 347,000 |
Cumulative tax effect description | The cumulative tax effect at the expected rate of (3.4)% and (4.8)% of significant items comprising the Company’s net deferred tax amount is as follows: | |
Net cumulative current deferred tax asset | $ 242,000 | |
Net cumulative long-term deferred tax liability | (2,312,000) | |
Accrued interest and penalties | $ 0 | $ 0 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision of income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of provision of income taxes [Abstract] | ||
Current Federal and State | $ 143,000 | |
Deferred Federal and State | 75,300 | $ 83,900 |
Total (benefit) provision for income taxes | $ 218,300 | $ (83,900) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation of the statutory US federal income tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation of the statutory US federal income tax rate [Abstract] | ||
Federal tax | 21% | 21% |
State tax | 1.70% | 4.10% |
Discontinued operations | 0% | (5.40%) |
Permanent items | (5.00%) | (1.60%) |
Measurement Period Adjustment | (16.90%) | 0% |
Valuation Allowance | 2.30% | (22.60%) |
Other | (6.50%) | (0.30%) |
Effective income tax rate | (3.40%) | (4.80%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of major components of deferred tax assets and liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of major components of deferred tax assets and liabilities [Abstract] | ||
Inventory obsolescence | $ 107,000 | $ 4,000 |
Sales return reserve | 48,000 | |
Business interest limitation | 481,000 | 20,000 |
Lease liability | 712,000 | 95,000 |
Other | 135,000 | 55,000 |
Loss carryforward | 153,000 | 94,000 |
Valuation Allowance | (132,000) | |
Total deferred tax assets | 1,588,000 | 184,000 |
Fixed assets | (230,000) | (89,000) |
Right of Use Assets | (706,000) | (95,000) |
Intangibles | (2,722,000) | |
Total deferred tax liabilities | (3,658,000) | (184,000) |
Total net deferred income tax assets (liabilities) | $ (2,070,000) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of prepaid and deferred tax assets and liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of prepaid and deferred tax assets and liabilities [Abstract] | ||
Prepaid income taxes (accrued tax liability) | $ (175,000) | $ 21,000 |
Deferred tax asset (liability) | (2,070,000) | |
Income tax (benefit)/expense | $ 218,000 | $ (84,000) |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - Schedule of supplemental disclosures of cash flow information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of supplemental disclosures of cash flow information [Abstract] | ||
Interest paid | $ 176,204 | $ 415,451 |
Income tax paid | 50,000 | |
Business combinations: | ||
Net assets in acquisition of H&I | 3,716,375 | |
Wolo business combination | 6,606,403 | |
Kyle’s business combination | 3,516,530 | |
Asien’s business combination | 1,182,925 | |
Financing: | ||
Due to seller (net cash paid to seller after closing) | 977,685 | 4,622,792 |
Notes payable sellers | 6,730,345 | |
Line of credit, net of debt discount | 568,597 | |
Finance purchases of property and equipment | 688,978 | |
Convertible Promissory Note | 1,353,979 | |
Common Shares | 1,115 | |
Accrued common share dividends | 242,160 | |
Deemed Dividend related to issuance of preferred shares | 1,527,086 | 3,051,478 |
1847 Goedeker Spin-Off Dividend | 283,257 | |
Distribution – Allocation shares | 5,985,500 | |
Additional Paid in Capital – common shares and warrants issued | 757,792 | 4,711,385 |
Operating lease, ROU assets and liabilities | $ 2,184,477 | $ 373,916 |