Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 10, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | 1847 HOLDINGS LLC | ||
Trading Symbol | EFSH | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 4,655,636 | ||
Entity Public Float | $ 3.1 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001599407 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41368 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 38-3922937 | ||
Entity Address, Address Line One | 590 Madison Avenue | ||
Entity Address, Address Line Two | 21st Floor | ||
Entity Address, State or Province | NY | ||
Entity Address, City or Town | NY | ||
Entity Address, Postal Zip Code | 10022 | ||
City Area Code | (212) | ||
Local Phone Number | 417-9800 | ||
Title of 12(b) Security | Common Shares | ||
Security Exchange Name | NYSEAMER | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 3627 | ||
Auditor Name | Sadler, Gibb & Associates, LLC | ||
Auditor Location | Draper, UT |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 1,079,355 | $ 1,383,533 |
Investments | 277,310 | 276,429 |
Receivables, net | 5,215,568 | 3,378,996 |
Contract assets | 89,574 | 88,466 |
Inventories, net | 4,184,019 | 5,427,302 |
Prepaid expenses and other current assets | 379,875 | 582,048 |
Total Current Assets | 11,225,701 | 11,136,774 |
Property and equipment, net | 1,885,206 | 1,695,311 |
Operating lease right-of-use assets | 2,854,196 | 3,192,604 |
Long-term deposits | 82,197 | 85,691 |
Intangible assets, net | 9,985,129 | 11,443,897 |
Goodwill | 19,452,270 | 19,452,270 |
TOTAL ASSETS | 45,484,699 | 47,006,547 |
Current Liabilities | ||
Accounts payable and accrued expenses | 6,741,769 | 4,818,672 |
Contract liabilities | 2,353,295 | 2,547,903 |
Customer deposits | 3,059,658 | 3,465,259 |
Due to related parties | 193,762 | 193,762 |
Current portion of operating lease liabilities | 713,100 | 613,696 |
Current portion of finance lease liabilities | 185,718 | 100,652 |
Current portion of notes payable, net | 551,210 | 692,522 |
Current portion of related party note payable | 362,779 | |
Total Current Liabilities | 14,161,291 | 12,432,466 |
Operating lease liabilities, net of current portion | 2,237,797 | 2,607,862 |
Finance lease liabilities, net of current portion | 784,148 | 455,905 |
Notes payable, net of current portion | 144,830 | 251,401 |
Convertible notes payable, net | 24,667,799 | 26,630,655 |
Related party note payable, net of current portion | 1,001,183 | |
Deferred tax liability, net | 599,000 | 2,070,000 |
TOTAL LIABILITIES | 42,594,865 | 45,449,472 |
Mezzanine Equity | ||
Series A senior convertible preferred shares | 1,655,404 | |
TOTAL MEZZANINE EQUITY | 1,655,404 | |
Shareholders’ Equity (Deficit) | ||
Series A senior convertible preferred shares, no par value, 4,450,460 shares designated; 1,593,940 and 1,818,182 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 1,338,746 | |
Series B senior convertible preferred shares, no par value, 583,334 shares designated; 464,899 and zero shares issued and outstanding as of December 31, 2022 and 2021, respectively | 1,214,181 | |
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of December 31, 2022 and 2021 | 1,000 | 1,000 |
Common shares, $0.001 par value, 500,000,000 shares authorized; 4,079,137 and 1,210,918 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 4,079 | 1,211 |
Distribution receivable | (2,000,000) | (2,000,000) |
Additional paid-in capital | 43,962,606 | 21,723,042 |
Accumulated deficit | (41,919,277) | (20,754,394) |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ EQUITY (DEFICIT) | 2,601,335 | (1,029,141) |
NON-CONTROLLING INTERESTS | 288,499 | 930,812 |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) | 2,889,834 | (98,329) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT) | $ 45,484,699 | $ 47,006,547 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Allocation shares, authorized | 1,000 | 1,000 |
Common Shares, authorized | 500,000,000 | 500,000,000 |
Common Shares, issued | 4,079,137 | 1,210,918 |
Common Shares, outstanding | 4,079,137 | 1,210,918 |
Common shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Series A senior convertible | ||
Senior convertible preferred shares, par value (in Dollars per share) | ||
Senior convertible preferred shares, shares designated | 4,450,460 | 4,450,460 |
Senior convertible preferred shares, shares issued | 1,593,940 | 1,818,182 |
Senior convertible preferred shares, shares outstanding | 1,593,940 | 1,818,182 |
Series B senior convertible | ||
Senior convertible preferred shares, par value (in Dollars per share) | ||
Senior convertible preferred shares, shares designated | 583,334 | 583,334 |
Senior convertible preferred shares, shares issued | 464,899 | 0 |
Senior convertible preferred shares, shares outstanding | 464,899 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 48,929,124 | $ 30,660,984 |
Operating Expenses | ||
Cost of revenues | 33,227,730 | 20,100,906 |
Personnel | 9,531,101 | 3,803,497 |
Depreciation and amortization | 2,037,112 | 908,982 |
General and administrative | 9,872,689 | 6,951,498 |
Total Operating Expenses | 54,668,632 | 31,764,883 |
LOSS FROM OPERATIONS | (5,739,508) | (1,103,899) |
Other Income (Expense) | ||
Other income (expense) | (11,450) | 876 |
Interest expense | (4,594,740) | (1,296,537) |
Gain on forgiveness of debt | 360,302 | |
Gain on disposal of property and equipment | 65,417 | 10,885 |
Gain on disposition of subsidiary | 3,282,804 | |
Loss on extinguishment of debt | (2,039,815) | (137,692) |
Loss on redemption of preferred shares | (4,017,553) | |
Loss on write-down of contingent note payable | (158,817) | (602,204) |
Total Other Income (Expense) | (6,739,405) | (2,399,119) |
NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (12,478,913) | (3,503,018) |
INCOME TAX BENEFIT (EXPENSE) FROM CONTINUING OPERATIONS | 1,677,000 | (218,139) |
NET LOSS FROM CONTINUING OPERATIONS | (10,801,913) | (3,721,157) |
NET INCOME FROM DISCONTINUED OPERATIONS | 240,405 | |
NET LOSS | (10,801,913) | (3,480,752) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM CONTINUING OPERATIONS | (642,313) | (284,372) |
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM DISCONTINUED OPERATIONS | 108,182 | |
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS | (10,159,600) | (3,304,562) |
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS | (10,159,600) | (3,436,785) |
NET INCOME FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS | 132,223 | |
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS | (10,159,600) | (3,304,562) |
PREFERRED SHARE DIVIDENDS | (899,199) | (984,176) |
DEEMED DIVIDEND | (9,012,730) | (1,527,086) |
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS COMMON SHAREHOLDERS | $ (20,071,529) | $ (5,815,824) |
BASIC | ||
LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS (in Dollars per share) | $ (8.36) | $ (5.01) |
EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS (in Dollars per share) | 0.11 | |
LOSS PER COMMON SHARE (in Dollars per share) | (8.36) | (4.9) |
DILUTED | ||
LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS (in Dollars per share) | (8.36) | (2.13) |
EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS (in Dollars per share) | 0.05 | |
LOSS PER COMMON SHARE (in Dollars per share) | $ (8.36) | $ (2.08) |
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||
BASIC (in Shares) | 2,400,014 | 1,187,493 |
DILUTED (in Shares) | 2,400,014 | 2,793,973 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) | Series A Senior Convertible Preferred Shares | Series B Senior Convertible Preferred Shares | Allocation Shares | Common Shares | Distribution Receivable | Additional Paid-In Capital | Accumulated Deficit | Non- Controlling Interests | Total |
Balance at Dec. 31, 2020 | $ 1,000 | $ 1,111 | $ (2,000,000) | $ 17,008,824 | $ (13,856,973) | $ (879,239) | $ 274,723 | ||
Balance (in Shares) at Dec. 31, 2020 | 1,111,208 | ||||||||
Issuance of series A preferred shares and warrants | 3,000,000 | (1,527,086) | 1,472,914 | ||||||
Discount on warrant features | 956,526 | 956,526 | |||||||
Discount on convertible notes payable | 1,146,804 | 1,146,804 | |||||||
Issuance of common adjustment shares | $ 100 | 757,692 | 757,792 | ||||||
Issuance of common adjustment shares (in Shares) | 99,710 | ||||||||
Redemption of series A preferred shares | (6,054,241) | ||||||||
Dividends – common shares | (242,160) | (242,160) | |||||||
Dividends – series A preferred shares | (984,176) | (984,176) | |||||||
Net loss | (4,143,999) | 663,247 | (3,480,752) | ||||||
Balance at Dec. 31, 2021 | 1,000 | $ 1,211 | (2,000,000) | 21,723,042 | (20,754,394) | 930,812 | (98,329) | ||
Balance (in Shares) at Dec. 31, 2021 | 1,210,918 | ||||||||
Issuance of common shares upon conversion of series A preferred shares | $ 38 | 111,948 | 111,986 | ||||||
Issuance of common shares upon conversion of series A preferred shares (in Shares) | 38,096 | ||||||||
Issuance of series B preferred shares and warrants | 172,050 | 172,050 | |||||||
Issuance of common shares upon cashless exercise of warrants | $ 126 | (126) | |||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 126,669 | ||||||||
Issuance of common shares upon partial extinguishment of convertible notes payable | $ 800 | 4,639,200 | 4,640,000 | ||||||
Issuance of common shares upon partial extinguishment of convertible notes payable (in Shares) | 800,000 | ||||||||
Issuance of common shares upon partial extinguishment of related party note payable | $ 190 | 1,100,737 | 1,100,927 | ||||||
Issuance of common shares upon partial extinguishment of related party note payable (in Shares) | 189,815 | ||||||||
Issuance of common shares upon settlement of debt | $ 285 | 1,653,104 | 1,653,389 | ||||||
Issuance of common shares upon settlement of debt (in Shares) | 285,067 | ||||||||
Issuance of common shares and warrants in connection with a public offering | $ 1,429 | 5,147,271 | 5,148,700 | ||||||
Issuance of common shares and warrants in connection with a public offering (in Shares) | 1,428,572 | ||||||||
Issuance of warrants in connection with notes payable | 402,650 | 402,650 | |||||||
Reclassification of preferred shares from mezzanine equity to permanent equity | $ 1,415,100 | $ 1,257,650 | 2,672,750 | ||||||
Reclassification of preferred shares from mezzanine equity to permanent equity (in Shares) | 1,684,849 | 481,566 | |||||||
Redemption of series A preferred shares | $ (76,354) | (132,737) | (209,091) | ||||||
Redemption of series A preferred shares (in Shares) | (90,909) | ||||||||
Redemption of series B preferred shares | $ (43,469) | (14,032) | (57,501) | ||||||
Redemption of series B preferred shares (in Shares) | (16,667) | ||||||||
Dividends – common shares | (1,093,354) | (1,093,354) | |||||||
Dividends – series A preferred shares | (590,162) | (590,162) | |||||||
Dividends – series B preferred shares | (162,268) | (16,268) | |||||||
Deemed dividend – down round provision in warrants | 9,012,730 | (9,012,730) | |||||||
Net loss | (10,159,600) | (642,313) | (10,801,913) | ||||||
Balance at Dec. 31, 2022 | $ 1,338,746 | $ 1,214,181 | $ 1,000 | $ 4,079 | $ (2,000,000) | $ 43,962,606 | $ (41,919,277) | $ 288,499 | $ 2,889,834 |
Balance (in Shares) at Dec. 31, 2022 | 1,593,940 | 464,899 | 4,079,137 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (10,801,913) | $ (3,480,752) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Income from discontinued operations | (240,405) | |
Gain on disposition of subsidiary | (3,282,804) | |
Gain on forgiveness of debt | (360,302) | |
Gain on disposal of property and equipment | (65,417) | (10,885) |
Loss on redemption of preferred shares | 4,017,553 | |
Loss on extinguishment of debt | 2,039,815 | |
Loss on write-down of contingent note payable | 158,817 | 602,204 |
Deferred tax asset (liability) | (1,471,000) | 75,000 |
Inventory reserve | 38,000 | |
Depreciation and amortization | 2,037,112 | 908,982 |
Amortization of debt discounts | 1,900,194 | 382,565 |
Amortization of right-of-use assets | 593,121 | 181,032 |
Changes in operating assets and liabilities: | ||
Receivables | (1,836,572) | 48,930 |
Contract assets | (1,108) | |
Inventories | 1,205,283 | 389,110 |
Prepaid expenses and other current assets | 202,173 | 182,366 |
Other assets | 3,494 | |
Accounts payable and accrued expenses | 2,992,107 | 719,890 |
Contract liabilities | (194,608) | (950,640) |
Customer deposits | (405,601) | 94,302 |
Due to related parties | 3,570 | |
Operating lease liabilities | (525,374) | (177,282) |
Net cash used in operating activities from continuing operations | (4,131,477) | (897,566) |
Net cash used in operating activities from discontinued operations | (170,580) | |
Net cash used in operating activities | (4,131,477) | (1,068,146) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash paid in acquisitions | (15,857,295) | |
Purchases of property and equipment | (256,677) | (177,475) |
Proceeds from disposal of property and equipment | 97,140 | 25,000 |
Proceeds from disposition of subsidiary | 325,000 | |
Investments in certificates of deposit | (881) | |
Net cash used in investing activities from continuing operations | (160,418) | (15,684,770) |
Net cash provided by investing activities from discontinued operations | 644,303 | |
Net cash used in investing activities | (160,418) | (15,040,467) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable, net of fees and debt discounts | 23,744,975 | |
Net proceeds from notes payable | 499,600 | 3,550,000 |
Payment of notes payable – related party | (100,000) | |
Proceeds from (repayment on) lines of credit | (301,081) | |
Repayment of grid note – related party | (56,900) | |
Net proceeds from issuance of common shares and warrants in public offering | 5,148,700 | |
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 | 1,429,700 | |
Repayments of notes payable and finance lease liabilities | (977,907) | (5,021,511) |
Repayments to sellers | (977,686) | |
Cash paid for financing costs | (165,230) | |
Redemption of series A senior convertible preferred shares | (209,091) | (6,054,241) |
Redemption of series B senior convertible preferred shares | (57,501) | |
Dividends on series A senior convertible preferred shares | (590,162) | (1,032,806) |
Dividends on series B senior convertible preferred shares | (162,268) | |
Dividends on common shares | (1,093,354) | |
Net cash provided by financing activities from continuing operations | 3,987,717 | 16,585,520 |
Net cash used in financing activities from discontinued operations | (208,693) | |
Net cash provided by financing activities | 3,987,717 | 16,376,827 |
NET CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS | (304,178) | 3,184 |
NET CHANGE IN CASH AND CASH EQUIVALENT FROM DISCONTINUED OPERATIONS | 265,030 | |
CASH AND CASH EQUIVALENTS AVAILABLE FROM DISCONTINUED OPERATIONS | 265,030 | |
CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS | ||
Beginning of the period | 1,383,533 | 1,380,349 |
End of the period | 1,079,355 | 1,383,533 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 2,115,140 | 176,204 |
Cash paid for income taxes | 188,224 | 50,000 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Net assets acquired in the acquisition of High Mountain and Innovative Cabinets | 3,716,375 | |
Net assets acquired in the acquisition of Wolo | 6,606,403 | |
Due to seller (net cash paid to seller after closing) | 977,685 | |
Notes payable sellers | 6,730,345 | |
Accrued common share dividends | 242,160 | |
Deemed dividend related to issuance of preferred shares | 1,527,086 | |
Additional paid in capital – common shares and warrants issued | 757,792 | |
Issuance of common shares upon conversion of series A preferred shares | 111,986 | |
Issuance of common shares upon cashless exercise of warrants | 126 | |
Deemed dividend from down round provision in warrants | 9,012,730 | |
Financed purchases of property and equipment | 568,764 | 688,978 |
Debt discount on notes payable issued with warrants | 503,050 | |
Operating lease right-of-use asset and liability remeasurement | $ 254,713 | $ 2,184,477 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
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. 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. 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. 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. On December 22, 2020, the Company and its wholly-owned subsidiary 1847 Wolo Inc. (“1847 Wolo”) entered into a stock purchase agreement with Wolo Mfg. Corp., a New York corporation (“Wolo Mfg”), and Wolo Industrial Horn & Signal, Inc., a New York corporation (“Wolo H&S”), and Barbara Solow and Stanley Solow (together, the “Wolo Sellers”), pursuant to which 1847 Wolo acquired all of the issued and outstanding stock of Wolo Mfg and Wolo H&S on March 30, 2021 (see Note 11). 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. 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”). As a result of the Neese Spin-Off, 1847 Neese is no longer a subsidiary of the Company (see Note 4). 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 (together, the “H&I Sellers”), pursuant to which 1847 Cabinet acquired all of the issued and outstanding capital stock or other equity securities of High Mountain and Innovative Cabinets on October 8, 2021 (see Note 11). As a result of this transaction, 1847 Cabinet acquired 92.5% of High Mountain and Innovative Cabinets, with the remaining 7.5% held by a third-party. On April 1, 2022, 1847 Cabinet transferred all of its shares of High Mountain to Innovative Cabinets, as a result of which Innovative Cabinets now owns 92.5% of High Mountain, with the remaining 7.5% held by a third-party. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The results of 1847 Neese are included within discontinued operations for the year ended December 31, 2021. Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its majority-owned or controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Reverse Share Split On August 2, 2022, the Company effected a 1-for-4 reverse split of its outstanding common shares. All outstanding common shares and warrants were adjusted to reflect the 1-for-4 reverse split, with respective exercise prices of the warrants proportionately increased. The outstanding convertible notes and series A and B convertible senior preferred shares conversion prices were adjusted to reflect a proportional decrease in the number of common shares to be issued upon conversion. All share and per share data throughout these condensed consolidated financial statements have been retroactively adjusted to reflect the reverse share split. The total number of authorized common shares did not change. As a result of the reverse common share split, an amount equal to the decreased value of common shares was reclassified from “common shares” to “additional paid-in capital.” 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. 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 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 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, 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 closets, and fireplace mantles, among others, as well as window installation. Innovative Cabinets, also based in Reno, Nevada, specializes in custom cabinetry and countertops. 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, and Marketable Securities Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. As of December 31, 2022 and 2021, the Company had $380,401 and $369,963 in excess of FDIC limits, respectively. The Company’s investments in marketable securities are classified based on the nature of the securities and their availability for use in current operations. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Reclassifications Certain reclassifications within property and equipment, notes payable, preferred shares, and operating expenses 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. Revenue Recognition and Cost of Revenue The Company records revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers Retail and Appliances Segment The Company collects payment for special-order models including tax and partial payment for non-special orders from the customer at the time the order is placed. The Company does not incur incremental costs obtaining purchase orders from customers, however, if it did, because all contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. Performance Obligations – The revenue that the Company recognizes arises from orders it receives from customers. The Company’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, 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 activities are excluded from revenue. 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 10% 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 warranties on certain of its installed products and services that do not represent a separate performance obligation and, as such, do not impact the timing or extent of revenue recognition. 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 output method to measure progress toward completion for the value of the goods and services transferred to the customer as it believes this best depicts the transfer of control of assets to the customer. 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 basis when the sale occurs. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis. 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 basis. All contracts are billed either contractually or as work is performed. Billing on long-term contracts occurs primarily on a monthly basis throughout the contract period whereby the Company submits progress invoices for customer payment as work is performed. On some contracts, the customer may withhold payment on an invoice equal to a percentage of the invoice amount, which will be subsequently paid after satisfactory completion of each project. This amount is referred to as retainage and is common practice in the construction industry, as it allows for customers to ensure the quality of the service performed prior to full payment. The retention provisions are not considered a significant financing component. Cost of revenues earned include all direct material and labor costs and those indirect costs related to contract performance. 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 basis. 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, the Company sells its products to big-box national retail chains, through specialty and industrial distributors, as well as online/mail order retailers and original equipment manufacturers. The Company collects 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 activities are excluded from revenue. Cost of revenues includes the cost of purchased merchandise plus freight, warehouse salaries, tariffs, and any applicable delivery charges from the vendor to the Company. The Company had two major customers who represent a significant portion of revenue in the automotive segment. These two customers represented 39.4% of total revenue in the automotive segment for the year ended December 31, 2022. 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 for the years ended December 31, 2022 and 2021, 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 basis and those jobs are put into production within hours of being received. Inventories consisting of materials and supplies are stated at lower of costs or market. High Mountain and Innovative Cabinets’ inventory mainly consists of doors, door frames, baseboards, crown molding, cabinetry, countertops, custom cabinets, closet shelving, and other related products. The Company values inventory at each balance sheet date to ensure that it is carried at the lower of cost or net realizable value with cost determined based on the average cost basis. Wolo’s inventory consists of finished goods acquired for resale and is valued at the weighted-average cost determined on a specific item basis. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions. The Company estimated an obsolescence allowance of $425,848 and $387,848 at December 31, 2022 and 2021, respectively. 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 method over the estimated useful lives as follows: Useful Life Building and Improvements 2-5 Machinery and Equipment 3-7 Trucks and Vehicles 3-5 Goodwill Goodwill represents the excess of purchase price over the fair value of the net assets acquired. The Company evaluates goodwill for impairment annually, on December 31, or more frequently if an event occurs or circumstances that indicate the goodwill is not recoverable. When impairment indicators are identified, the Company may elect to perform an optional qualitative assessment to determine whether it is more likely than not that the fair value of its reporting units has fallen below their carrying value. This assessment is based on several factors, including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on such qualitative analysis, or if the Company elects to skip this step, the Company performs a Step 1 quantitative analysis to determine the fair value of the reporting unit. At December 31, 2022 and 2021, there were no impairments of goodwill. Intangible Assets Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 9-15 Marketing-Related Straight-line basis 5 Technology-Related Straight-line basis 7 The Company periodically evaluates the reasonableness of the useful lives of these assets. These assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. At December 31, 2022 and 2021, there were no impairments of intangible assets. Long-Lived Assets The Company reviews its property and equipment and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. The test for impairment is required to be performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted 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 assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. At December 31, 2022 and 2021, there were no impairments of long-lived assets. Fair Value of Financial Instruments 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 fair value hierarchy is defined in the following three categories: Level 1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly. Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The Company’s marketable securities are considered held to maturity are comprised of certificates of deposit and are categorized as Level 2 in the fair value hierarchy. Cash and cash equivalents, receivables, inventories, prepaid expenses, accounts payable, accrued expenses, customer deposits, and contract assets and liabilities approximate fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value since these instruments bear market rates of interest. Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. Income Taxes Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation Basic Income (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be antidilutive are not included in diluted earnings (loss) per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period (see Note 18). Operating Leases The Company accounts for leases in accordance with ASC Topic 842, Leases Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, the Company accounts for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. The Company does not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. The Company recognizes the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. Liquidity and Going Concern Assessment As of December 31, 2022, the Company had cash and cash equivalents of $1,079,355. For the year ended December 31, 2022, the Company incurred a loss from operations of $5,739,508 (before deducting losses attributable to non-controlling interests), cash flows used in operations of $4,131,477, and working capital deficit of $2,935,590. 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 and related party debt to support cashflow from operations, which creates substantial doubt about its ability to continue as a going concern for a period at least one year from the date of issuance of these consolidated financial statements. Management plans to address the above as needed by, securing additional bank lines of credit and obtaining additional financing through debt or equity transactions. Management has implemented tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and to eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. Sequencing Under ASC Topic 815, Derivatives and Hedging Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts In An Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings (“TDRs”) and Vintage Disclosures (Topic 326): Financial Instruments – Credit Losses |
Disaggregation of Revenues and
Disaggregation of Revenues and Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
DISAGGREGATION OF REVENUES AND SEGMENT REPORTING | NOTE 3—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 closets, fireplace mantles, windows, and custom design and build of cabinetry and countertops). 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 years ended December 31, 2022 and 2021 are disaggregated as follows: Year Ended December 31, 2022 Retail and Appliances Construction Automotive Supplies Total Revenues Appliances $ 9,197,811 $ - $ - $ 9,197,811 Appliance accessories, parts, and other 1,473,318 - - 1,473,318 Automotive horns - - 5,068,616 5,068,616 Automotive lighting - - 1,420,472 1,420,472 Custom cabinets and countertops - 10,644,283 - 10,644,283 Finished carpentry - 21,124,624 - 21,124,624 Total Revenues $ 10,671,129 $ 31,768,907 $ 6,489,088 $ 48,929,124 Year Ended December 31, 2021 Retail and Appliances Construction Automotive Supplies Total Revenues Appliances $ 11,214,436 $ - $ - $ 11,214,436 Appliance accessories, parts, and other 1,526,627 - - 1,526,627 Automotive horns - - 4,215,868 4,215,868 Automotive lighting - - 1,500,163 1,500,163 Custom cabinets and countertops - 7,391,959 - 7,391,959 Finished carpentry - 4,811,931 - 4,811,931 Total Revenues $ 12,741,063 $ 12,203,890 $ 5,716,031 $ 30,660,984 Segment information for the years ended December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 Retail and Appliances Construction Automotive Supplies Corporate Services Total Revenues $ 10,671,129 $ 31,768,907 $ 6,489,088 $ - $ 48,929,124 Operating expenses Cost of revenues 8,203,401 20,980,103 4,044,226 - 33,227,730 Personnel 822,539 6,100,374 1,094,361 1,513,827 9,531,101 Depreciation and amortization 222,438 1,607,148 207,526 - 2,037,112 General and administrative 1,649,702 5,156,425 1,275,369 1,791,193 9,872,689 Total Operating Expenses 10,898,080 33,844,050 6,621,482 3,305,020 54,668,632 Loss from Operations $ (226,951 ) $ (2,075,143 ) $ (132,394 ) $ (3,305,020 ) $ (5,739,508 ) Year Ended December 31, 2021 Retail and Appliances Construction Automotive Supplies Corporate Services Total Revenues $ 12,741,063 $ 12,203,890 $ 5,716,031 $ - $ 30,660,984 Operating expenses Cost of revenues 9,782,837 6,709,827 3,608,242 - 20,100,906 Personnel 783,913 1,463,443 1,014,895 541,246 3,803,497 Depreciation and amortization 182,714 570,378 155,890 - 908,982 General and administrative 1,916,882 2,376,351 1,912,695 745,570 6,951,498 Total Operating Expenses 12,666,346 11,119,999 6,691,722 1,286,816 31,764,883 Income (loss) from Operations $ 74,717 $ 1,083,891 $ (975,691 ) $ (1,286,816 ) $ (1,103,899 ) |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4—DISCONTINUED OPERATIONS ASC Topic 360, Property, Plant, and Equipment On April 19, 2021, the Company entered into a stock purchase agreement with the original owners of Neese, pursuant to which they purchased our 55% ownership interest in 1847 Neese for a purchase price of $325,000 in cash. As a result of this transaction, 1847 Neese is no longer a subsidiary of the Company. All financial information of 1847 Neese operations are classified as discontinued operations and not presented as part of continuing operations for the year ended December 31, 2021. In accordance with ASC Topic 205, Presentation of Financial Statements The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations for the year ended December 31, 2021: Year Ended REVENUES Services $ 612,862 Sales of parts and equipment 324,189 TOTAL REVENUE 937,051 OPERATING EXPENSES Cost of revenues 298,050 Personnel costs 485,774 Depreciation and amortization 360,746 Fuel 112,746 General and administrative 290,872 TOTAL OPERATING EXPENSES 1,548,188 LOSS FROM OPERATIONS (611,137 ) OTHER INCOME (EXPENSE) Financing costs and loss on early extinguishment of debt (320 ) Gain on forgiveness of debt 380,247 Gain on sale of assets 548,723 Interest expense (78,308 ) Other income (expense) 1,200 TOTAL OTHER INCOME (EXPENSE) 851,542 NET LOSS BEFORE INCOME TAXES 240,405 INCOME TAX EXPENSE - NET INCOME BEFORE NON-CONTROLLING INTERESTS 240,405 LESS NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 108,182 NET INCOME ATTRIBUTABLE TO SHAREHOLDERS $ 132,223 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 for the year ended December 31, 2021: Year Ended Cash flows from operating activities of discontinued operations: Net Income $ 240,405 Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: Depreciation and amortization 360,746 Amortization of financing costs and warrant features 2,187 Amortization of operating lease right-of-use assets 19,007 Gain on forgiveness of PPP loans (380,247 ) Gain on sale of equipment (548,723 ) Changes in operating assets and liabilities: Accounts receivable 10,698 Inventory (161,286 ) Prepaid expenses and other assets 49,222 Accounts payable and accrued expenses 118,980 Operating lease liability (19,007 ) Accrued expense long-term 137,438 Net cash used in operating activities from discontinued operations $ (170,580 ) Cash flows from investing activities in discontinued operations: Proceeds from sale of equipment $ 675,000 Purchase of equipment (30,697 ) Net cash provided by investing activities in discontinued operations $ 644,303 Cash flows from financing activities in discontinued operations: Proceeds from note payable $ 380,385 Repayments of notes payable (589,078 ) Net cash used in financing activities in discontinued operations $ (208,693 ) |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
RECEIVABLES | NOTE 5—RECEIVABLES Receivables at December 31, 2022 and 2021 consisted of the following: December 31, December 31, Trade accounts receivable $ 4,867,749 $ 2,691,702 Vendor rebates receivable 460 126,118 Credit card payments in process of settlement 102,917 116,187 Retainage 603,442 803,989 Total receivables 5,574,568 3,737,996 Allowance for doubtful accounts (359,000 ) (359,000 ) Total receivables, net $ 5,215,568 $ 3,378,996 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6—INVENTORIES Inventories at December 31, 2022 and 2021 consisted of the following: December 31, December 31, Appliances $ 2,155,839 $ 2,206,336 Automotive 934,683 2,064,834 Construction 1,519,345 1,543,980 Total inventories 4,609,867 5,815,150 Less reserve for obsolescence (425,848 ) (387,848 ) Total inventories, net $ 4,184,019 $ 5,427,302 Inventory balances are composed of finished goods. Raw materials and work in process inventory are immaterial to the consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7—PROPERTY AND EQUIPMENT Property and equipment at December 31, 2022 and 2021 consisted of the following: December 31, December 31, Equipment and machinery $ 1,403,817 $ 808,592 Office furniture and equipment 156,960 105,203 Transportation equipment 883,077 864,121 Leasehold improvements 166,760 112,356 Total property and equipment 2,610,614 1,890,272 Less: Accumulated depreciation (725,408 ) (194,961 ) Property and equipment, net $ 1,885,206 $ 1,695,311 Depreciation expense for the years ended December 31, 2022 and 2021 was $578,344 and $166,412, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8—INTANGIBLE ASSETS Intangible assets at December 31, 2022 and 2021 consisted of the following: December 31, December 31, Customer relationships $ 9,024,000 $ 9,024,000 Marketing-related 2,684,000 2,684,000 Technology-related 623,000 623,000 Total intangible assets 12,331,000 12,331,000 Less: accumulated amortization (2,345,871 ) (887,103 ) Intangible assets, net $ 9,985,129 $ 11,443,897 Amortization expense for the years ended December 31, 2022 and 2021 was $1,458,768 and $742,570, respectively. Estimated amortization expense for intangible assets for the next five years consists of the following as of December 31, 2022: Year Ending December 31, Amount 2023 $ 1,458,768 2024 1,458,768 2025 1,325,778 2026 1,150,640 2027 909,142 Thereafter 3,682,033 Total $ 9,985,129 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 9—ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at December 31, 2022 and 2021 consisted of the following: December 31, December 31, Trade accounts payable $ 4,129,393 $ 3,117,825 Credit cards payable 357,964 52,300 Accrued payroll liabilities 824,369 263,590 Accrued interest 1,179,875 711,258 Accrued dividends 136,052 242,160 Other accrued liabilities 114,116 431,539 Total accounts payable and accrued expenses $ 6,741,769 $ 4,818,672 On July 26, 2022, the Company entered into a conversion agreement with Bevilacqua PLLC, pursuant to which it agreed to convert $1,197,280 of the accounts payable owed to it into 285,067 common shares of the Company at a conversion price of $4.20 per share. As a result, the Company recognized a loss on extinguishment of debt of $456,109. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease [Abstract] | |
LEASES | NOTE 10—LEASES Operating Leases 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 (with no payments for the first two months), with gradual increases to $7,508 for final year. In addition, Kyle’s 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. The lease increased the operating lease right to use asset and corresponding operating lease liability by $361,158. On October 29, 2021, High Mountain entered into a new lease agreement with a third party. The term of the lease commenced on June 1, 2022 (upon the completion of improvements) and is for a period of 61 months. 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. The lease agreement contains customary events of default, representations, warranties and covenants. The lease increased the operating lease right to use asset and corresponding operating lease liability by $1,718,183. In April 2022, Wolo entered into a lease amendment to renew its office and warehouse space in the automotive supplies segment, located in Deer Park, New York. The lease renewal commenced on August 1, 2022 and shall expire on July 31, 2025. Under the terms of the lease renewal, Wolo will lease the premises at the monthly rate of $7,518 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The remeasurement of the ROU asset and liability associated with this operating lease was $254,713. The following was included in the consolidated balance sheets at December 31, 2022 and 2021: December 31, December 31, Operating lease right-of-use assets $ 2,854,196 $ 3,192,604 Lease liabilities, current portion 713,100 613,696 Lease liabilities, long-term 2,237,797 2,607,862 Total operating lease liabilities $ 2,950,897 $ 3,221,558 Weighted-average remaining lease term (months) 47 59 Weighted average discount rate 4.36 % 4.29 % Rent expense for the years ended December 31, 2022 and 2021 was $1,054,936 and $448,510, respectively. As of December 31, 2022, maturities of operating lease liabilities were as follows: Year Ending December 31, Amount 2023 $ 829,045 2024 846,987 2025 802,413 2026 512,756 2027 228,889 Thereafter - Total 3,220,090 Less: imputed interest (269,193 ) Total operating lease liabilities $ 2,950,897 Financing Leases On May 6, 2021, Kyle’s entered in an equipment financing lease to purchase equipment for $276,896, which matures in December 2027. The balance payable was $229,080 as of December 31, 2022. On October 12, 2021, Kyle’s entered in an equipment financing lease to purchase equipment for $245,376, which matures in December 2027. The balance payable was $203,169 as of December 31, 2022. On March 28, 2022, Kyle’s entered an equipment financing lease to purchase machinery and equipment for $316,798, which matures in January 2028. The balance payable was $274,527 as of December 31, 2022. On April 11, 2022, Kyle’s entered in an equipment financing lease to purchase machinery and equipment for $11,706, which matures in June 2027. The balance payable was $10,237 as of December 31, 2022. On July 13, 2022, Kyle’s entered in an equipment financing lease to purchase machinery and equipment for $240,260, which matures in June 2028. The balance payable was $223,179 as of December 31, 2022. As of December 31, 2022, maturities of financing lease liabilities were as follows: Year Ending December 31, Amount 2023 $ 234,556 2024 218,099 2025 211,332 2026 211,332 2027 210,042 Thereafter 28,833 Total 1,114,194 Less: amount representing interest (144,328 ) Present value of minimum lease payments $ 969,866 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination [Abstract] | |
BUSINESS COMBINATIONS | NOTE 11—BUSINESS COMBINATIONS 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 Company accounted for the Wolo Acquisition using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations The fair value of the purchase consideration issued to the Wolo Sellers was allocated to the net tangible assets acquired. 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 Company accounted for the H&I Acquisition using the acquisition method of accounting in accordance with ASC 805. In accordance with ASC 805, the Company assigned fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The fair value of the purchase consideration issued to the H&I Sellers was allocated to the net tangible assets acquired. 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 table below shows an analysis for the H&I Acquisition: Purchase consideration at 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 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 in the Wolo and H&I acquisitions is 3 to 7 years. For the years ended December 31, 2022 and 2021, Wolo contributed revenue of $6,489,088 and $5,716,031, respectively, and net loss from continuing operations of $1,307,085 and $1,476,272, respectively, which are included in the consolidated statements of operations for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, High Mountain and Innovative Cabinets contributed combined revenue of $25,817,012 and $6,766,540, respectively, and combined net loss from continuing operations of $5,121,056 and combined net income from continuing operations $276,743, respectively, which are included in the consolidated statements of operations for the years ended December 31, 2022 and 2021. Pro Forma Information The following unaudited pro forma results presented below include the effects of the Wolo and H&I 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. Years Ended December 31, 2022 2021 Revenues $ 48,929,124 $ 51,589,004 Net loss (10,801,913 ) (4,445,617 ) Net loss attributable to common shareholders (20,071,529 ) (6,540,284 ) Loss per share attributable to common shareholders: Basic $ (8.36 ) $ (5.51 ) Diluted $ (8.36 ) $ (5.51 ) 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. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 12 —NOTES PAYABLE Notes payable at December 31, 2022 and 2021 consisted of the following: December 31, December 31, 6% Subordinated Amortizing Promissory Notes $ 465,805 $ 581,963 Loans on vehicles 230,235 396,351 Subtotal 696,040 943,923 Current portion of notes payable (551,210 ) (692,522 ) Long-term notes payable $ 144,830 $ 251,401 Promissory Notes 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 103,750 common shares to 1847 Asien a purchase price of $10.00 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. On October 20, 2022, the parties entered into a letter agreement pursuant to which the parties agreed to extend the maturity date of the note to February 28, 2023 and revised the repayment terms so that the outstanding principal amount and all accrued interest thereon shall be payable monthly, beginning on November 30, 2022. As additional consideration for entering into the letter agreement, 1847 Asien also agreed to pay the Asien’s Seller $87,707 as an amendment fee. The note is unsecured and contains customary events of default. The remaining principal and accrued interest balance of the note at December 31, 2022 was $465,805 and $94,456, respectively. On March 30, 2021, a portion of the purchase price for the acquisition of Wolo was paid by the issuance of a 6% secured promissory note in the principal amount of $850,000 by 1847 Wolo to the Wolo Sellers. Interest on the outstanding principal amount was payable quarterly at the rate of six percent (6%) per annum. On October 8, 2021, the promissory note was repaid in full. 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. On July 8, 2022, the Company entered into a securities purchase agreement with Mast Hill Fund, L.P., pursuant to which the Company issued to it a promissory note in the principal amount of $600,000 and a five-year warrant for the purchase of 100,000 common shares at an exercise price of $6.00 per share (subject to adjustment), which such exercise price was adjusted to $4.20 following the adjustments (see Note 17), which may be exercised on a cashless basis if the market price of the Company’s common shares is greater than the exercise price, for total net proceeds of $499,600. Additionally, the Company issued a three-year warrant to J.H. Darbie & Co (the broker) for the purchase of 3,600 common shares at an exercise price of $7.50 (subject to adjustment), which such exercise price was adjusted to $4.20 following the adjustments, which may be exercised on a cashless basis if the market price of the Company’s common shares is greater than the exercise price. Accordingly, a portion of the proceeds were allocated to the warrants based on its relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. On August 10, 2022, the promissory note was repaid in full. Vehicle Loans Asien’s has entered into seven retail installment sale contracts pursuant to which it agreed to finance its delivery trucks at rates ranging from 3.74% to 8.72% with an aggregate remaining principal amount of $93,140 as of December 31, 2022. 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 $50,950 as of December 31, 2022. High Mountain has entered into twelve retail installment sale contracts pursuant to which it agreed to finance delivery trucks and equipment at rates ranging from 3.74% to 6.34% with an aggregate remaining principal amount of $71,723 as of December 31, 2022. Innovative Cabinets has entered into two retail installment sale contracts pursuant to which it agreed to finance delivery trucks and equipment at rates of 3.74% with an aggregate remaining principal amount of $14,422 as of December 31, 2022. Following is a summary of payments due on notes payable for the succeeding five years: Year Ending December 31, Amount 2023 $ 551,210 2024 66,988 2025 52,231 2026 17,427 2027 8,184 Thereafter - Total payments $ 696,040 |
Note Payable _ Related Party
Note Payable – Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Vesting Note Payable – Related Party [Abstract] | |
NOTE PAYABLE – RELATED PARTY | NOTE 13 —NOTE PAYABLE – RELATED PARTY On September 30, 2020, a portion of the purchase price for the acquisition of Kyle’s was paid by the issuance of a promissory note by 1847 Cabinet to the Kyle’s Sellers in the principal amount of $1,260,000. Payment of the principal and accrued interest on the note was subject to vesting. As of December 31, 2021, the vested principal and accrued interest balance of the related party note was $1,001,183 and $103,156, respectively. On July 26, 2022, the Company and 1847 Cabinet entered into a conversion agreement with the Kyle’s Sellers, pursuant to which they agreed to convert $797,221 of the vesting note into 189,815 common shares of the Company at a conversion price of $4.20 per share. As a result, the Company recognized a loss on extinguishment of debt of $303,706. Pursuant to the conversion agreement, the note was cancelled, and the Company agreed to pay $558,734 to the Kyle’s Sellers no later than October 1, 2022. See also Note 20 regarding an amendment to the conversion agreement. As of December 31, 2022, the vested principal and accrued interest balance of the related party note was $362,779 and $203,291, respectively. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable Abstract | |
CONVERTIBLE PROMISSORY NOTES | NOTE 14—CONVERTIBLE PROMISSORY NOTES Secured Convertible Promissory Notes On October 8, 2021, the Company and each of its subsidiaries 1847 Asien, 1847 Wolo, 1847 Cabinet, 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 warrants for the purchase of 187,500 common shares with a fair value of $956,526 and 7.5% interest in High Mountain and Innovative Cabinets 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 convertible notes at December 31, 2022 is $22,432,803, net of debt discounts of $2,427,197, and an accrued interest balance of $500,702. The notes bear interest at a rate per annum equal to the greater of (i) 4.75% plus the U.S. Prime Rate that appears in The Wall Street Journal from time to time or (ii) 8%; provided that, upon an event of default (as defined in the notes), such rate shall increase to 24% or the maximum legal rate. Payments of interest only, computed at such rate on the outstanding principal amount, will be due and payable quarterly in arrears commencing on January 1, 2022 and continuing on the first day of each calendar quarter thereafter through and including the maturity date, October 8, 2026. The Company may voluntarily prepay the notes in whole or in part upon payment of a prepayment fee in an amount equal to 10% of the principal and interest paid in connection with such prepayment. In addition, immediately upon receipt by the Company or any subsidiary of any proceeds from any issuance of indebtedness (other than certain permitted indebtedness), any proceeds of any sale or disposition by the Company or any subsidiary of any of the collateral or any of its respective assets (other than asset sales or dispositions in the ordinary course of business which are permitted by the note purchase agreement), or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Company must prepay the notes in an amount equal to all such proceeds, net of reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Company or a subsidiary in connection therewith (in each case, paid to non-affiliates). The holders of the notes may, in their sole discretion, elect to convert any outstanding and unpaid principal portion of the notes, and any accrued but unpaid interest on such portion, into common shares at a conversion price equal to $4.20 (subject to standard adjustments, including a full ratchet antidilution adjustment); provided that the notes contain certain beneficial ownership limitations. 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 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 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 On October 8, 2021, a portion of the purchase price for the acquisition of High Mountain and Innovative Cabinets 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 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 holders, 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 to be determined by dividing the amount to be converted by an exchange price equal to the higher of (i) the 30-day volume weighted average price for the common shares on the primary national securities exchange or over-the-counter market on which the common shares are traded over the thirty (30) trading days immediately prior to the applicable exchange date or (ii) $10.00 (subject to equitable adjustments for stock splits, stock combinations, recapitalizations and similar transactions). 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. On July 26, 2022, the Company and 1847 Cabinet entered into a conversion agreement with the H&I Sellers, pursuant to which they agreed to convert an aggregate of $3,360,000 of the convertible notes into an aggregate of 800,000 common shares of the Company at a conversion price of $4.20 per share. As a result, the Company recognized a loss on extinguishment of debt of $1,280,000. The remaining principal balance of the convertible notes at December 31, 2022 is $2,234,996, net of debt discounts of $285,350, and an accrued interest balance of $381,426. Following is a summary of payments due on convertible notes payable for the succeeding five years: Year Ending December 31, Amount 2023 $ - 2024 2,520,346 2025 - 2026 24,860,000 2027 - Thereafter - Total payments $ 27,380,346 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 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 (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. The Company expensed $0 in Parent Management Fees for the years ended December 31, 2022 and 2021. Offsetting Management Services Agreements 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 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 the Company’s 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 $300,000 for the years ended December 31, 2022 and 2021. 1847 Cabinet expensed management fees of $500,000 and $350,000 for the years ended December 31, 2022 and 2021, respectively. 1847 Wolo expensed management fees of $300,000 and $225,000 for the years ended December 31, 2022 and 2021, respectively. On a consolidated basis, the Company expensed total management fees of $1,100,000 and $875,000 for the years ended December 31, 2022 and 2021, respectively. Advances From time to time, the Company has received advances from its chief executive officer to meet short-term working capital needs. As of December 31, 2022 and 2021, a total of $118,834 in advances from related parties are outstanding. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. As of December 31, 2022 and 2021, the Manager has funded the Company $74,928 in related party advances. 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 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 and to $7,426 for months 37-60. In addition, Kyle’s is responsible for all taxes, insurance and certain operating costs during the lease term. As of December 31, 2022 and 2021, the total rent expense under this related party leases was $87,106. |
Convertible Preferred Shares
Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Preferred Shares [Abstract] | |
CONVERTIBLE PREFERRED SHARES | NOTE 16—CONVERTIBLE PREFERRED SHARES 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. Liquidation Rights. Voting Rights. Conversion Rights. Redemption Rights. Adjustments. ● 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. Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $0.03. 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 rates is increased resulting in a longer holding period for convertible securities like the series A senior convertible preferred shares and the unavailability at the time of conversion of Rule 144, the pricing provisions that are based upon the lowest VWAP of the previous ten (10) trading days immediately preceding the relevant adjustment date shall be removed unless the common shares issuable upon conversion are then registered under an effective registration statement. Additional Equity Interest. 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 warrant to purchase one (1) common share at an exercise price of $10.00 per common share (subject to adjustments), which such exercise price was adjusted to $4.20 following the adjustments (see Note 17), and may be exercised on a cashless basis under certain circumstances. The embedded conversion options of the series A senior convertible preferred shares and warrants were clearly and closely related to the equity host and did not require bifurcation. The $3,000,000 of proceeds were allocated on a relative fair value basis of $1,527,086 to the series A preferred shares and $1,472,914 to the warrants. The series A preferred shares fair value was derived using an Option Pricing Method and the warrants fair value was derived using a Monte Carlo Simulation Model. 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. On February 16, 2022, 133,333 shares of series A senior convertible preferred shares were converted into 38,096 common shares. On August 12, 2022, the Company redeemed 90,909 series A senior convertible preferred shares for a total redemption price of $209,091. During the year ended December 31, 2022, the Company accrued dividends attributable to the series A senior convertible preferred shares in the amount of $590,162 and paid prior period accrued dividends of $615,593. During the year ended December 31, 2021, the Company accrued dividends attributable to the series A senior convertible preferred shares in the amount of $984,176 and paid prior period accrued dividends of $1,032,806. As of December 31, 2022 and 2021, the Company had 1,593,940 and 1,818,182 series A senior convertible preferred shares issued and outstanding, respectively. 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 Voting Rights Conversion Rights Redemption Rights Adjustments ● On the first day of the 12th month following the issuance of the first series B senior convertible preferred share, 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 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. Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $0.03 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 rates is increased resulting in a longer holding period for convertible securities like the series B senior convertible preferred shares and the unavailability at the time of conversion of Rule 144, the pricing provisions that are based upon the lowest VWAP of the previous ten (10) trading days immediately preceding the relevant adjustment date shall be removed unless the common shares issuable upon conversion are then registered under an effective registration statement. From February 24, 2022 to March 24, 2022, the Company sold an aggregate of 426,999 units, at a price of $3.00 per unit, for aggregate gross proceeds of $1,281,000. From April 20, 2022 to May 19, 2022, the Company sold an aggregate of 54,567 units to the Company’s Chief Executive Officer, Ellery W. Roberts, for aggregate gross proceeds of $163,700. The Company had total issuance costs relating to these offerings of approximately $15,000, resulting in net proceeds of $1,429,700. 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 $12.00 per common share (subject to adjustments), which such exercise price was adjusted to $4.20 following the adjustments (see Note 17), and may be exercised on a cashless basis under certain circumstances. The embedded conversion options of the series B senior convertible preferred shares and warrants were clearly and closely related to the equity host and did not require bifurcation. The $1,429,700 of net proceeds were allocated on a relative fair value basis of $1,257,650 to the series B preferred shares and $172,050 to the warrants. The series B preferred shares fair value was derived using an Option Pricing Method and the warrants fair value was derived using a Monte Carlo Simulation Model. On August 26, 2022, the Company redeemed 16,667 series B senior convertible preferred shares for a total redemption price of $57,501. During the year ended December 31, 2022, the Company accrued dividends attributable to the series B senior convertible preferred shares in the amount of $162,268 and paid prior period accrued dividends of $129,103. As of December 31, 2022 and 2021, the Company had 464,899 and 0 series B senior convertible preferred shares issued and outstanding, respectively. Mezzanine (Temporary) Equity Classification The Company applied the guidance in ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedgin 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) exceeding the number of authorized but unissued common shares available, temporary equity classification is required. As of December 31, 2021, there were 1,818,182 series A senior convertible preferred shares presented in mezzanine equity. As a result of the 1-for-4 reverse split of the outstanding common shares on August 2, 2022 (as described in Note 1), the maximum number of common shares that may be issuable (upon conversion of the preferred securities) no longer exceeded the number of unissued common shares available, resulting in the reclassification of 1,684,849 series A senior convertible preferred shares and 481,566 series B senior convertible preferred shares from mezzanine equity to permanent equity. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 17—SHAREHOLDERS’ EQUITY (DEFICIT) Allocation Shares As of December 31, 2022 and 2021, 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 or similar transaction (a “Sale Event”), or, at the option of the Manager, at the five-year anniversary date of the acquisition of one of the Company’s businesses (a “Holding Event”). The Company records distributions of the profit allocation to the holders upon occurrence of a Sale Event or Holding Event as dividends declared on allocation interests to stockholders’ equity when they are approved by the Company’s board of directors. The 1,000 allocation shares are issued and outstanding and held by the Manager, which is controlled by Mr. Roberts, the Company’s chief executive officer and a principal shareholder. Common Shares The Company’s board of directors approved a 1-for-4 reverse stock split of its issued and outstanding common shares, which became effective August 2, 2022 (as described in Note 1). As of December 31, 2022 and 2021, the Company was authorized to issue 500,000,000 common shares. As of December 31, 2022 and 2021, the Company had 4,079,137 and 1,210,918 common shares issued and outstanding, respectively. On March 26, 2021, the Company issued an aggregate of 99,710 common shares to the holders of the series A senior convertible preferred shares issued during 2020. 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 99,710 common shares to such holders. On February 16, 2022, the Company issued 38,096 common shares upon the conversion of 133,333 series A senior convertible preferred shares. From July 12, 2022 to September 15, 2022, the Company issued 126,669 common shares upon cashless exercises of warrants. On August 2, 2022, the Company entered into an underwriting agreement with Craft Capital Management LLC and R.F. Lafferty & Co. Inc., as representatives of the underwriters named on Schedule 1 thereto, relating to the Company’s public offering of common shares. Under the underwriting agreement, the Company agreed to sell 1,428,572 common shares to the underwriters, at a gross purchase price per share of $4.20 per share, pursuant to the Company’s registration statement on Form S-1 (File No. 333-259011) under the Securities Act of 1933, as amended. On August 5, 2022, the closing of the public offering was completed and the Company sold 1,428,572 common shares for total gross proceeds of $6 million. After deducting underwriting commissions and expenses, the Company received net proceeds of approximately $5.15 million. On August 2, 2022, the Company issued an aggregate of 800,000 common shares upon the partial extinguishment of the 6% convertible promissory notes issued to the H&I Sellers (as described in Note 14). On August 2, 2022, the Company issued 189,815 common shares upon the partial extinguishment of the related party promissory issued to the Kyle’s Sellers (as described in Note 13). On August 2, 2022, the Company issued 285,067 common shares to Bevilacqua PLLC, the Company’s outside securities counsel, upon the settlement of accounts payable (as described in Note 9). On March 23, 2022, the Company declared a common share dividend of $0.05 per share, or an aggregate of $249,762, to shareholders of record as of March 31, 2022. This dividend was paid on April 15, 2022. On July 29, 2022, the Company declared a common share dividend of $0.13125 per share, or an aggregate of $337,841, to shareholders of record as of August 4, 2022. This dividend was paid on August 19, 2022. On August 23, 2022, the Company declared a common share dividend of $0.13125 per share, or an aggregate of $505,751 to shareholders of record as of September 30, 2022. This dividend was paid on October 17, 2022. Warrants During 2021 (as described in Note 16), the Company issued units, with each unit consisting of one (1) series A senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $10.00 per common share (subject to adjustment), which such exercise price was adjusted to $4.20 following the adjustments described below. 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 62.5-63.25%; (iii) weighted average risk-free interest rate of 0.16%; (iv) expected life of three years; (v) estimated fair value of the common shares of $10.40-$21.00 per share; and (vi) various probability assumptions related to redemption, calls and price resets. The amount allocated to the warrants, based on their relative fair of $1,472,914, was recorded as additional paid-in capital. The warrants allow the holder to purchase one (1) common share at an exercise price of $4.20 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 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. On October 8, 2021, the Company issued to Leonite Capital LLC a five-year warrant for the purchase of 62,500 common shares with an exercise price of $0.04 per share and a five-year warrant for the purchase of 125,000 common shares with an exercise price of $10.00 per share (subject to adjustment), which such exercise price was adjusted to $4.20 following the adjustments described below. The exercise price is subject to standard adjustments, including upon any future equity offering with a lower exercise price. Upon a reduction to the exercise price of such warrants, the number of warrant shares shall increase such that the aggregate exercise price will remain the same. The warrants may be exercised on a cashless basis under certain circumstances and contain certain beneficial ownership limitations. During 2022 (as described in Note 16), the Company issued units, with each unit consisting 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 $12.00 per common share (subject to adjustment), which such exercise price was adjusted to $4.20 following the adjustments described below. 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 $7.76 per share; and (vi) various probability assumptions related to redemption, calls and price resets. The fair value of the warrants was $379,533, or $3.15 per warrant, resulting in the amount allocated to the warrants, based on their relative fair of $172,050, was recorded as additional paid-in capital. The warrants allow the holder to purchase one (1) common share at an exercise price of $4.20 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. On July 8, 2022 (as described in Note 12), the Company entered into a securities purchase agreement with Mast Hill Fund, L.P., pursuant to which the Company issued to it a promissory note in the principal amount of $600,000, and a five-year warrant for the purchase of 100,000 common shares at an exercise price of $6.00 per share (subject to adjustment), which such exercise price was adjusted to $4.20 following the adjustments described below, which may be exercised on a cashless basis if the market price of the Company’s common shares is greater than the exercise price, for total net proceeds of $499,600. Additionally, the Company issued a three-year warrant to J.H. Darbie & Co (the broker) for the purchase of 3,600 common shares at an exercise price of $7.50 (subject to adjustment), which such exercise price was adjusted to $4.20 following the adjustments described below, which may be exercised on a cashless basis if the market price of the Company’s common shares is greater than the exercise price. Accordingly, a portion of the proceeds were allocated to the warrants 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 49.11%; (iii) weighted average risk-free interest rate of 3.13%; (iv) expected life of five years; (v) estimated fair value of the common shares of $7.23 per share; and (vi) various probability assumptions related to down round price adjustments. The fair value of the warrants was $2,405,306, or $6.01 per warrant, resulting in the amount allocated to the warrants, based on their relative fair of $402,650, which was recorded as additional paid-in capital. On August 10, 2022, the promissory note was repaid in full. On September 15, 2022, Mast Hill Fund, L.P. exercised its warrant on a cashless basis. As a result of the issuance of the note to Mast Hill Fund, L.P. on July 8, 2022, the exercise price of certain of the Company’s outstanding warrants was adjusted to $5.20 pursuant to certain antidilution provisions of such warrants (down round feature). In addition, certain of the Company’s outstanding warrants include a “full ratchet” feature, whereby the exercise price was reset to $5.20 and the number of shares underlying the warrants was increased in the same proportion as the exercise price decrease. As a result, the Company recognized a deemed dividend of approximately $6.4 million, which was calculated using a Black-Scholes pricing model. On August 5, 2022, the Company issued a common share purchase warrant to each of Craft Capital Management LLC and R.F. Lafferty & Co. Inc., the representatives of the underwriters for the public offering described above, for the purchase of 35,715 common shares at an exercise price of $5.25, subject to adjustments. The warrants will be exercisable at any time and from time to time, in whole or in part, during the period commencing on February 5, 2023 and ending on August 2, 2027 and may be exercised on a cashless basis under certain circumstances. As a result of the public offering, the exercise price of certain of the Company’s outstanding warrants was adjusted to $4.20 pursuant to certain antidilution provisions of such warrants (down round feature). In addition, certain of the Company’s outstanding warrants include an “full ratchet” feature, whereby the exercise price was reset to $4.20 and the number of shares underlying the warrants was increased in the same proportion as the exercise price decrease. As a result, the Company recognized a deemed dividend of approximately $2.6 million, which was calculated using a Black-Scholes pricing model. Below is a table summarizing the changes in warrants outstanding during the years ended December 31, 2022 and 2021: Warrants Weighted- Outstanding at December 31, 2020 658,071 $ 10.00 Granted 642,051 9.03 Outstanding at December 31, 2021 1,300,122 $ 9.52 Granted (1) 1,978,432 5.25 Exercised (209,635 ) (5.58 ) Outstanding at December 31, 2022 3,068,919 $ 5.10 Exercisable at December 31, 2022 2,997,489 $ 5.10 (1) Includes the issuance of warrants for the purchase of 295,427 common shares and an increase of 1,683,005 common shares underlying warrants pursuant to the adjustments described above. As of December 31, 2022, the outstanding warrants have a weighted average remaining contractual life of 1.43 years and a total intrinsic value of $108,750. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 18—EARNINGS (LOSS) PER SHARE The computation of weighted average shares outstanding and the basic and diluted loss per common share attributable to common shareholders for the years ended December 31, 2022 and 2021 consisted of the following: Year Ended Year Ended Net loss per common share attributable to common shareholders (20,071,529 ) $ (5,815,824 ) Weighted average common shares outstanding 2,400,014 4,749,971 Basic and diluted loss per share $ (8.36 ) $ (1.22 ) For the year ended December 31, 2022, there were 6,466,803 potential common share equivalents from warrants, convertible debt, and series A and B convertible preferred shares excluded from the diluted earnings per share calculations as their effect is anti-dilutive. For the year ended December 31, 2021, there were 4,397,235 potential common share equivalents from warrants, convertible debt, and series A convertible preferred shares excluded from the diluted earnings per share calculations as their effect is anti-dilutive. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 19 —INCOME TAXES As of December 31, 2022 and 2021, the Company had net operating loss carry forwards of $1,248,630 and $438,209, 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 13.5% and (3.4)% 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 $ (206,000 ) $ 143,000 Deferred Federal and State (1,471,000 ) 75,300 Total (benefit) provision for income taxes $ ( 1,677,000 ) $ 218,300 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 1.1 % 1.7 % Permanent items (3.1 )% (5.0 )% Measurement Period Adjustment - (16.9 )% Valuation Allowance - 2.3 % Other (5.5 )% (6.5 )% Effective income tax rate 13.5 % (3.4 )% 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 $168,000 and a net cumulative long-term deferred tax liability of $769,000. The major components of deferred tax assets and liabilities are as follows: December 31, December 31, Deferred tax assets Inventory obsolescence $ 93,000 $ 107,000 Sales return reserve - - Business interest limitation 1,707,000 481,000 Lease liability 650,000 712,000 Other 75,000 135,000 Loss carryforward 285,000 153,000 Valuation Allowance - - Total deferred tax assets $ 2,810,000 $ 1,588,000 Deferred tax liabilities Fixed assets $ (418,000 ) $ (230,000 ) Right of Use Assets (628,000 ) (706,000 ) Intangibles (2,363,000 ) (2,722,000 ) Total deferred tax liabilities $ (3,409,000 ) $ (3,658,000 ) Total net deferred income tax assets (liabilities) $ (599,000 ) $ (2,070,000 ) The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. At December 31, 2022 and 2021, the Company does not believe that a liability for uncertain tax provisions exists, and therefore, accrued interest and penalties were $0, respectively. The tax years ended December 31, 2016 through December 31, 2022 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, 2022 and 2021: As of December 31, 2022 2021 Prepaid income taxes (accrued tax liability) $ 122,000 $ (175,000 ) Deferred tax liability $ (599,000 ) $ (2,070,000 ) Years Ended December 31, 2022 2021 Income tax expense $ 1,677,000 $ 218,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20 —SUBSEQUENT EVENTS Warrant Dividend On January 3, 2023, the Company issued warrants for the purchase of 407,872 common shares as a dividend to common shareholders of record as of December 23, 2022 pursuant to a warrant agent agreement, dated January 3, 2023, with VStock Transfer, LLC. Each holder of common shares received a warrant to purchase one (1) common share for every ten (10) common shares owned as of the record date (with the number of shares underlying the warrant received rounded down to the nearest whole number). Each warrant represents the right to purchase common shares at an initial exercise price of $4.20 per share (subject to certain adjustments as set forth in the warrants). The Company may, at its option, voluntarily reduce the then-current exercise price to such amount and for such period or periods of time which may be through the expiration date as may be deemed appropriate by the board of directors. Cashless exercises of the warrants are not permitted. The warrants will generally be exercisable in whole or in part beginning on the later of (i) January 3, 2024 or (ii) the date that a registration statement on Form S-3 with respect to the issuance and registration of the common shares underlying the warrants has been filed with and declared effective by the SEC, and thereafter until January 3, 2026. The Company may redeem the warrants at any time in whole or in part at $0.001 per warrant (subject to equitable adjustment to reflect share splits, share dividends, share combinations, recapitalizations and like occurrences) upon not less than 30 days’ prior written notice to the registered holders of the warrants. Private Placements On February 3, 2023, the Company entered into securities purchase agreements with two accredited investors, pursuant to which the Company issued to such investors (i) promissory notes in the aggregate principal amount of $604,000, which include an original issue discount in the amount of $60,400, (ii) five-year warrants for the purchase of an aggregate of 125,833 common shares at an exercise price of $4.20 per share (subject to adjustment) and (iii) an aggregate of 125,833 common shares for an aggregate purchase price of $543,600. On February 9, 2023, the Company entered into securities purchase agreements with the same two accredited investors, pursuant to which the Company issued to such investors (i) promissory notes in the aggregate principal amount of $2,557,575, which include an original issue discount in the amount of $139,091, and (ii) five-year warrants for the purchase of an aggregate of 532,827 common shares at an exercise price of $4.20 per share (subject to adjustment). The Company also issued 289,772 common shares to one investor and issued to the other investor a five-year warrant for the purchase of 243,055 common shares at an exercise price of 0.01 per share (subject to adjustment). The aggregate purchase price was $2,301,818. On February 22, 2023, the Company entered into another securities purchase agreement with one of the investors pursuant to which the Company issued to such investor (i) a promissory note in the principal amount of $878,000, which includes an original issue discount in the amount of $87,800, (ii) a five-year warrant for the purchase of 182,917 common shares at an exercise price of $4.20 per share (subject to adjustment) and (iii) a five-year warrant for the purchase of 198,343 common shares at an exercise price of $0.01 per share (subject to adjustment) for a total purchase price of $790,200. In the aggregate, the Company issued promissory notes in the aggregate principal amount of $4,039,575, warrants for the purchase of an aggregate of 1,282,975 common shares and 415,605 common shares for gross proceeds of $3,635,618 and net proceeds of approximately $3,553,118. The notes bear interest at a rate of 12% per annum and mature on the first anniversary of the date of issuance; provided that any principal amount or interest which is not paid when due shall bear interest at a rate of the lesser of 16% per annum or the maximum amount permitted by law from the due date thereof until the same is paid. The notes require monthly payments of principal and interest commencing in May 2023. The Company may voluntarily prepay the outstanding principal amount and accrued interest of each note in whole upon payment of certain prepayment fees. In addition, if at any time the Company receives cash proceeds from any source or series of related or unrelated sources, including, but not limited to, the issuance of equity or debt, the exercise of outstanding warrants, the issuance of securities pursuant to an equity line of credit (as defined in the notes) or the sale of assets outside of the ordinary course of business, each holder shall have the right in its sole discretion to require the Company to immediately apply up to 50% of such proceeds to repay all or any portion of the outstanding principal amount and interest then due under the notes. The notes are unsecured and have priority over all other unsecured indebtedness. The notes contain customary affirmative and negative covenants and events of default for a loan of this type. The notes are convertible into common shares at the option of the holders at any time on or following the date that an event of default (as defined in the notes) occurs under the notes at a conversion price equal the lower of (i) $4.20 (subject to adjustments) and (ii) 80% of the lowest volume weighted average price of the common shares on any trading day during the five (5) trading days prior to the conversion date; provided that such conversion price shall not be less than $0.03 (subject to adjustments). The conversion price of the notes and the exercise price of the warrants are subject to standard adjustments, including a price-based adjustment in the event that the Company issues any common shares or other securities convertible into or exercisable for common shares at an effective price per share that is lower than the conversion or exercise price, subject to certain exceptions. In addition, the notes and the warrants contain an ownership limitation, such that the Company shall not effect any conversion or exercise, and the holders shall not have the right to convert or exercise, any portion of the notes or the warrants to the extent that after giving effect to the issuance of common shares upon conversion or exercise, 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 upon conversion or exercise. Acquisition of ICU Eyewear On December 21, 2022, the Company’s newly formed wholly owned subsidiaries 1847 ICU Holdings Inc. (“1847 ICU”) and 1847 ICU Acquisition Sub Inc. (“Merger Sub”) entered into an agreement and plan of merger with ICU Eyewear Holdings Inc. (“ICU Holdings”) and San Francisco Equity Partners, as the stockholder representative, which was amended on February 9, 2023. On February 9, 2023, closing of the transactions contemplated by the agreement and plan of merger was completed. Pursuant to the agreement and plan of merger, Merger Sub merged with and into ICU Holdings, with ICU Holdings surviving the merger as a wholly owned subsidiary of 1847 ICU. The merger consideration paid by 1847 ICU to the stockholders of ICU Holdings consists of (i) $4,000,000 in cash, minus any unpaid debt of ICU Holdings and certain transaction expenses, and (ii) 6% subordinated promissory notes in the aggregate principal amount of $500,000. The notes bear interest at the rate of 6% per annum with all principal and accrued interest being due and payable in one lump sum on February 9, 2024; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. 1847 ICU may prepay all or any portion of the notes at any time prior to the maturity date without premium or penalty of any kind. The notes contain customary events of default, including, without limitation, in the event of (i) non-payment, (ii) a default by 1847 ICU of any of its covenants in the notes, the agreement and plan of merger or any other agreement entered into in connection with the agreement and plan of merger, or a breach of any of the representations or warranties under such documents, (iii) the insolvency or bankruptcy of 1847 ICU or ICU Holdings or (iv) a change of control (as defined in the notes) of 1847 ICU or ICU Holdings. The notes are unsecured and subordinated to all senior indebtedness (as defined in the notes). Loan and Security Agreement On February 9, 2023, 1847 ICU, ICU Holdings and ICU Holdings’ wholly owned subsidiary ICU Eyewear, Inc. (together, the “Borrower”) entered into a loan and security agreement with Industrial Funding Group, Inc. for a revolving loan of up to $5,000,000, which is evidenced by a secured promissory note in the principal amount of up to $5,000,000. On February 9, 2023, 1847 ICU received an advance of $2,063,182 under the note, of which $1,963,182 was used to repay certain debt of ICU Holdings in connection with the agreement and plan of merger, with the remaining $100,000 used to pay lender fees. On February 11, 2023, the Industrial Funding Group, Inc. sold and assigned the loan and security agreement, the note and related loan documents to GemCap Solutions, LLC. The note matures on February 9, 2025 with all advances bearing interest at an annual rate equal to the greater of (i) the sum of (a) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such prime rate changes, plus (b) eight percent (8.00%), and (ii) fifteen percent (15.00%); provided that following and during the continuation of an event of default (as defined in the loan and security agreement), interest on the unpaid principal balance of the advances shall accrue at an annual rate equal to such rate plus three percent (3.00%). Interest accrued on the advances shall be payable monthly commencing on March 7, 2023. The Borrower may voluntarily prepay the entire unpaid principal amount of the note without premium or penalty; provided that in the event that such prepayment is made on or before February 9, 2024, then the Borrower must pay certain fees set forth in the note. The note is secured by all of the assets of the Borrower. The loan and security agreement contains customary representations, warranties and affirmative and negative financial and other covenants for loans of this type. The loan and security agreement contains customary events of default, including, among others: (i) for failure to pay principal and interest on the note when due, or to pay any fees due under the loan and security agreement; (ii) for failure to perform any covenant or agreement contained in the loan and security agreement or any document delivered in connection therewith; (iii) if any statement, representation or warranty in the loan and security agreement or any document delivered in connection therewith is at any time found to have been false in any material respect at the time such representation or warranty was made; (iv) if the Borrower defaults under any agreement or contract with a third party which default would result in a liability to the Borrower in excess of $25,000; (v) for any voluntary or involuntary bankruptcy, insolvency, or dissolution or assignment to creditors; (vi) if any judgments or attachments aggregating in excess of $10,000 at any given time are obtained against the Borrower which remain unstayed for a period of ten (10) days or are enforced or if there is an indictment under an criminal statute or proceeding pursuant to which remedies sought may include the forfeiture of any property; (vii) if a material adverse effect or change of control of the Borrower (each as defined in the loan agreement) shall have occurred; (viii) for certain environmental claims; and (ix) for failure to notify the lender of certain events or failure to deliver certain documentation required by the loan and security agreement. Amendment to Conversion Agreement On March 30, 2023, the Company entered into an amendment to the conversion agreement described in Note 13, effective retroactively to October 1, 2022. Pursuant to the amendment, the Company agreed to pay a total of $642,544 in three monthly payments commencing on April 5, 2023. Amendment to 6% Amortizing Promissory Note On April 6, 2023, 1847 Asien entered into an amendment to the 6% amortizing promissory note described in Note 12, effective retroactively to October 20, 2022. Pursuant to the amendment, the parties agreed to extend the maturity date of the note to July 30, 2023 and revised the repayment terms so that the outstanding principal amount and all accrued interest thereon shall be payable in three payments on April 6, 2023, June 30, 2023 and July 30, 2023. As additional consideration for entering into the amendment, 1847 Asien also agreed to pay an amendment fee of $84,362 on the maturity date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The results of 1847 Neese are included within discontinued operations for the year ended December 31, 2021. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its majority-owned or controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. |
Reverse Share Split | Reverse Share Split On August 2, 2022, the Company effected a 1-for-4 reverse split of its outstanding common shares. All outstanding common shares and warrants were adjusted to reflect the 1-for-4 reverse split, with respective exercise prices of the warrants proportionately increased. The outstanding convertible notes and series A and B convertible senior preferred shares conversion prices were adjusted to reflect a proportional decrease in the number of common shares to be issued upon conversion. All share and per share data throughout these condensed consolidated financial statements have been retroactively adjusted to reflect the reverse share split. The total number of authorized common shares did not change. As a result of the reverse common share split, an amount equal to the decreased value of common shares was reclassified from “common shares” to “additional paid-in capital.” |
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. |
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 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 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, 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 closets, and fireplace mantles, among others, as well as window installation. Innovative Cabinets, also based in Reno, Nevada, specializes in custom cabinetry and countertops. 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, and Marketable Securities | Cash and Cash Equivalents, and Marketable Securities Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. As of December 31, 2022 and 2021, the Company had $380,401 and $369,963 in excess of FDIC limits, respectively. The Company’s investments in marketable securities are classified based on the nature of the securities and their availability for use in current operations. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. |
Reclassifications | Reclassifications Certain reclassifications within property and equipment, notes payable, preferred shares, and operating expenses 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. |
Revenue Recognition and Cost of Revenue | Revenue Recognition and Cost of Revenue The Company records revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers Retail and Appliances Segment The Company collects payment for special-order models including tax and partial payment for non-special orders from the customer at the time the order is placed. The Company does not incur incremental costs obtaining purchase orders from customers, however, if it did, because all contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. Performance Obligations – The revenue that the Company recognizes arises from orders it receives from customers. The Company’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, 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 activities are excluded from revenue. 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 10% 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 warranties on certain of its installed products and services that do not represent a separate performance obligation and, as such, do not impact the timing or extent of revenue recognition. 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 output method to measure progress toward completion for the value of the goods and services transferred to the customer as it believes this best depicts the transfer of control of assets to the customer. 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 basis when the sale occurs. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis. 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 basis. All contracts are billed either contractually or as work is performed. Billing on long-term contracts occurs primarily on a monthly basis throughout the contract period whereby the Company submits progress invoices for customer payment as work is performed. On some contracts, the customer may withhold payment on an invoice equal to a percentage of the invoice amount, which will be subsequently paid after satisfactory completion of each project. This amount is referred to as retainage and is common practice in the construction industry, as it allows for customers to ensure the quality of the service performed prior to full payment. The retention provisions are not considered a significant financing component. Cost of revenues earned include all direct material and labor costs and those indirect costs related to contract performance. 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 basis. 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, the Company sells its products to big-box national retail chains, through specialty and industrial distributors, as well as online/mail order retailers and original equipment manufacturers. The Company collects 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 activities are excluded from revenue. Cost of revenues includes the cost of purchased merchandise plus freight, warehouse salaries, tariffs, and any applicable delivery charges from the vendor to the Company. The Company had two major customers who represent a significant portion of revenue in the automotive segment. These two customers represented 39.4% of total revenue in the automotive segment for the year ended December 31, 2022. 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 for the years ended December 31, 2022 and 2021, 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 basis and those jobs are put into production within hours of being received. Inventories consisting of materials and supplies are stated at lower of costs or market. High Mountain and Innovative Cabinets’ inventory mainly consists of doors, door frames, baseboards, crown molding, cabinetry, countertops, custom cabinets, closet shelving, and other related products. The Company values inventory at each balance sheet date to ensure that it is carried at the lower of cost or net realizable value with cost determined based on the average cost basis. Wolo’s inventory consists of finished goods acquired for resale and is valued at the weighted-average cost determined on a specific item basis. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions. The Company estimated an obsolescence allowance of $425,848 and $387,848 at December 31, 2022 and 2021, respectively. |
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 method over the estimated useful lives as follows: Useful Life Building and Improvements 2-5 Machinery and Equipment 3-7 Trucks and Vehicles 3-5 |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the fair value of the net assets acquired. The Company evaluates goodwill for impairment annually, on December 31, or more frequently if an event occurs or circumstances that indicate the goodwill is not recoverable. When impairment indicators are identified, the Company may elect to perform an optional qualitative assessment to determine whether it is more likely than not that the fair value of its reporting units has fallen below their carrying value. This assessment is based on several factors, including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on such qualitative analysis, or if the Company elects to skip this step, the Company performs a Step 1 quantitative analysis to determine the fair value of the reporting unit. At December 31, 2022 and 2021, there were no impairments of goodwill. |
Intangible Assets | Intangible Assets Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 9-15 Marketing-Related Straight-line basis 5 Technology-Related Straight-line basis 7 The Company periodically evaluates the reasonableness of the useful lives of these assets. These assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. At December 31, 2022 and 2021, there were no impairments of intangible assets. |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. The test for impairment is required to be performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted 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 assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. At December 31, 2022 and 2021, there were no impairments of long-lived assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 fair value hierarchy is defined in the following three categories: Level 1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly. Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. The Company’s marketable securities are considered held to maturity are comprised of certificates of deposit and are categorized as Level 2 in the fair value hierarchy. Cash and cash equivalents, receivables, inventories, prepaid expenses, accounts payable, accrued expenses, customer deposits, and contract assets and liabilities approximate fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value since these instruments bear market rates of interest. Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be antidilutive are not included in diluted earnings (loss) per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period (see Note 18). |
Operating Leases | Operating Leases The Company accounts for leases in accordance with ASC Topic 842, Leases Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, the Company accounts for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. |
Liquidity and Going Concern Assessment | Liquidity and Going Concern Assessment As of December 31, 2022, the Company had cash and cash equivalents of $1,079,355. For the year ended December 31, 2022, the Company incurred a loss from operations of $5,739,508 (before deducting losses attributable to non-controlling interests), cash flows used in operations of $4,131,477, and working capital deficit of $2,935,590. 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 and related party debt to support cashflow from operations, which creates substantial doubt about its ability to continue as a going concern for a period at least one year from the date of issuance of these consolidated financial statements. Management plans to address the above as needed by, securing additional bank lines of credit and obtaining additional financing through debt or equity transactions. Management has implemented tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and to eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
Sequencing | Sequencing Under ASC Topic 815, Derivatives and Hedging |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts In An Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings (“TDRs”) and Vintage Disclosures (Topic 326): Financial Instruments – Credit Losses |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment useful lives | Useful Life Building and Improvements 2-5 Machinery and Equipment 3-7 Trucks and Vehicles 3-5 |
Schedule of identifiable intangible assets | Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 9-15 Marketing-Related Straight-line basis 5 Technology-Related Straight-line basis 7 |
Disaggregation of Revenues an_2
Disaggregation of Revenues and Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
Schedule of business segments | Year Ended December 31, 2022 Retail and Appliances Construction Automotive Supplies Total Revenues Appliances $ 9,197,811 $ - $ - $ 9,197,811 Appliance accessories, parts, and other 1,473,318 - - 1,473,318 Automotive horns - - 5,068,616 5,068,616 Automotive lighting - - 1,420,472 1,420,472 Custom cabinets and countertops - 10,644,283 - 10,644,283 Finished carpentry - 21,124,624 - 21,124,624 Total Revenues $ 10,671,129 $ 31,768,907 $ 6,489,088 $ 48,929,124 Year Ended December 31, 2021 Retail and Appliances Construction Automotive Supplies Total Revenues Appliances $ 11,214,436 $ - $ - $ 11,214,436 Appliance accessories, parts, and other 1,526,627 - - 1,526,627 Automotive horns - - 4,215,868 4,215,868 Automotive lighting - - 1,500,163 1,500,163 Custom cabinets and countertops - 7,391,959 - 7,391,959 Finished carpentry - 4,811,931 - 4,811,931 Total Revenues $ 12,741,063 $ 12,203,890 $ 5,716,031 $ 30,660,984 |
Schedule of segment information | Year Ended December 31, 2022 Retail and Appliances Construction Automotive Supplies Corporate Services Total Revenues $ 10,671,129 $ 31,768,907 $ 6,489,088 $ - $ 48,929,124 Operating expenses Cost of revenues 8,203,401 20,980,103 4,044,226 - 33,227,730 Personnel 822,539 6,100,374 1,094,361 1,513,827 9,531,101 Depreciation and amortization 222,438 1,607,148 207,526 - 2,037,112 General and administrative 1,649,702 5,156,425 1,275,369 1,791,193 9,872,689 Total Operating Expenses 10,898,080 33,844,050 6,621,482 3,305,020 54,668,632 Loss from Operations $ (226,951 ) $ (2,075,143 ) $ (132,394 ) $ (3,305,020 ) $ (5,739,508 ) Year Ended December 31, 2021 Retail and Appliances Construction Automotive Supplies Corporate Services Total Revenues $ 12,741,063 $ 12,203,890 $ 5,716,031 $ - $ 30,660,984 Operating expenses Cost of revenues 9,782,837 6,709,827 3,608,242 - 20,100,906 Personnel 783,913 1,463,443 1,014,895 541,246 3,803,497 Depreciation and amortization 182,714 570,378 155,890 - 908,982 General and administrative 1,916,882 2,376,351 1,912,695 745,570 6,951,498 Total Operating Expenses 12,666,346 11,119,999 6,691,722 1,286,816 31,764,883 Income (loss) from Operations $ 74,717 $ 1,083,891 $ (975,691 ) $ (1,286,816 ) $ (1,103,899 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of consolidated statements of operations from discontinued operations | Year Ended REVENUES Services $ 612,862 Sales of parts and equipment 324,189 TOTAL REVENUE 937,051 OPERATING EXPENSES Cost of revenues 298,050 Personnel costs 485,774 Depreciation and amortization 360,746 Fuel 112,746 General and administrative 290,872 TOTAL OPERATING EXPENSES 1,548,188 LOSS FROM OPERATIONS (611,137 ) OTHER INCOME (EXPENSE) Financing costs and loss on early extinguishment of debt (320 ) Gain on forgiveness of debt 380,247 Gain on sale of assets 548,723 Interest expense (78,308 ) Other income (expense) 1,200 TOTAL OTHER INCOME (EXPENSE) 851,542 NET LOSS BEFORE INCOME TAXES 240,405 INCOME TAX EXPENSE - NET INCOME BEFORE NON-CONTROLLING INTERESTS 240,405 LESS NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 108,182 NET INCOME ATTRIBUTABLE TO SHAREHOLDERS $ 132,223 |
Schedule of consolidated statements of cash flows relating to discontinued operations | Year Ended Cash flows from operating activities of discontinued operations: Net Income $ 240,405 Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: Depreciation and amortization 360,746 Amortization of financing costs and warrant features 2,187 Amortization of operating lease right-of-use assets 19,007 Gain on forgiveness of PPP loans (380,247 ) Gain on sale of equipment (548,723 ) Changes in operating assets and liabilities: Accounts receivable 10,698 Inventory (161,286 ) Prepaid expenses and other assets 49,222 Accounts payable and accrued expenses 118,980 Operating lease liability (19,007 ) Accrued expense long-term 137,438 Net cash used in operating activities from discontinued operations $ (170,580 ) Cash flows from investing activities in discontinued operations: Proceeds from sale of equipment $ 675,000 Purchase of equipment (30,697 ) Net cash provided by investing activities in discontinued operations $ 644,303 Cash flows from financing activities in discontinued operations: Proceeds from note payable $ 380,385 Repayments of notes payable (589,078 ) Net cash used in financing activities in discontinued operations $ (208,693 ) |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of receivables | December 31, December 31, Trade accounts receivable $ 4,867,749 $ 2,691,702 Vendor rebates receivable 460 126,118 Credit card payments in process of settlement 102,917 116,187 Retainage 603,442 803,989 Total receivables 5,574,568 3,737,996 Allowance for doubtful accounts (359,000 ) (359,000 ) Total receivables, net $ 5,215,568 $ 3,378,996 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, December 31, Appliances $ 2,155,839 $ 2,206,336 Automotive 934,683 2,064,834 Construction 1,519,345 1,543,980 Total inventories 4,609,867 5,815,150 Less reserve for obsolescence (425,848 ) (387,848 ) Total inventories, net $ 4,184,019 $ 5,427,302 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | December 31, December 31, Equipment and machinery $ 1,403,817 $ 808,592 Office furniture and equipment 156,960 105,203 Transportation equipment 883,077 864,121 Leasehold improvements 166,760 112,356 Total property and equipment 2,610,614 1,890,272 Less: Accumulated depreciation (725,408 ) (194,961 ) Property and equipment, net $ 1,885,206 $ 1,695,311 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule Of Estimated Annual Amortization Expense [Abstract] | |
Schedule of intangible assets | December 31, December 31, Customer relationships $ 9,024,000 $ 9,024,000 Marketing-related 2,684,000 2,684,000 Technology-related 623,000 623,000 Total intangible assets 12,331,000 12,331,000 Less: accumulated amortization (2,345,871 ) (887,103 ) Intangible assets, net $ 9,985,129 $ 11,443,897 |
Schedule of estimated annual amortization expense | Year Ending December 31, Amount 2023 $ 1,458,768 2024 1,458,768 2025 1,325,778 2026 1,150,640 2027 909,142 Thereafter 3,682,033 Total $ 9,985,129 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | December 31, December 31, Trade accounts payable $ 4,129,393 $ 3,117,825 Credit cards payable 357,964 52,300 Accrued payroll liabilities 824,369 263,590 Accrued interest 1,179,875 711,258 Accrued dividends 136,052 242,160 Other accrued liabilities 114,116 431,539 Total accounts payable and accrued expenses $ 6,741,769 $ 4,818,672 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease [Abstract] | |
Schedule of consolidated balance sheets | December 31, December 31, Operating lease right-of-use assets $ 2,854,196 $ 3,192,604 Lease liabilities, current portion 713,100 613,696 Lease liabilities, long-term 2,237,797 2,607,862 Total operating lease liabilities $ 2,950,897 $ 3,221,558 Weighted-average remaining lease term (months) 47 59 Weighted average discount rate 4.36 % 4.29 % |
Schedule of operating lease liabilities | Year Ending December 31, Amount 2023 $ 829,045 2024 846,987 2025 802,413 2026 512,756 2027 228,889 Thereafter - Total 3,220,090 Less: imputed interest (269,193 ) Total operating lease liabilities $ 2,950,897 |
Schedule of financing lease liabilities | Year Ending December 31, Amount 2023 $ 234,556 2024 218,099 2025 211,332 2026 211,332 2027 210,042 Thereafter 28,833 Total 1,114,194 Less: amount representing interest (144,328 ) Present value of minimum lease payments $ 969,866 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination [Abstract] | |
Schedule of 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 |
Schedule of H&I Acquisition | Purchase consideration at 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 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 |
Schedule of effect to pro forma events | Years Ended December 31, 2022 2021 Revenues $ 48,929,124 $ 51,589,004 Net loss (10,801,913 ) (4,445,617 ) Net loss attributable to common shareholders (20,071,529 ) (6,540,284 ) Loss per share attributable to common shareholders: Basic $ (8.36 ) $ (5.51 ) Diluted $ (8.36 ) $ (5.51 ) |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | December 31, December 31, 6% Subordinated Amortizing Promissory Notes $ 465,805 $ 581,963 Loans on vehicles 230,235 396,351 Subtotal 696,040 943,923 Current portion of notes payable (551,210 ) (692,522 ) Long-term notes payable $ 144,830 $ 251,401 |
Schedule of payments due on notes payable and financing leases for the succeeding five years | Year Ending December 31, Amount 2023 $ 551,210 2024 66,988 2025 52,231 2026 17,427 2027 8,184 Thereafter - Total payments $ 696,040 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Year Ending December 31, Amount 2023 $ - 2024 2,520,346 2025 - 2026 24,860,000 2027 - Thereafter - Total payments $ 27,380,346 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of options | Warrants Weighted- Outstanding at December 31, 2020 658,071 $ 10.00 Granted 642,051 9.03 Outstanding at December 31, 2021 1,300,122 $ 9.52 Granted (1) 1,978,432 5.25 Exercised (209,635 ) (5.58 ) Outstanding at December 31, 2022 3,068,919 $ 5.10 Exercisable at December 31, 2022 2,997,489 $ 5.10 (1) Includes the issuance of warrants for the purchase of 295,427 common shares and an increase of 1,683,005 common shares underlying warrants pursuant to the adjustments described above. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average shares outstanding and the basic and diluted loss per common share | Year Ended Year Ended Net loss per common share attributable to common shareholders (20,071,529 ) $ (5,815,824 ) Weighted average common shares outstanding 2,400,014 4,749,971 Basic and diluted loss per share $ (8.36 ) $ (1.22 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of provision of income taxes | December 31, December 31, Current Federal and State $ (206,000 ) $ 143,000 Deferred Federal and State (1,471,000 ) 75,300 Total (benefit) provision for income taxes $ ( 1,677,000 ) $ 218,300 |
Schedule of reconciliation of the statutory US federal income tax rate | December 31, December 31, Federal tax 21.0 % 21.0 % State tax 1.1 % 1.7 % Permanent items (3.1 )% (5.0 )% Measurement Period Adjustment - (16.9 )% Valuation Allowance - 2.3 % Other (5.5 )% (6.5 )% Effective income tax rate 13.5 % (3.4 )% |
Schedule of major components of deferred tax assets and liabilities | December 31, December 31, Deferred tax assets Inventory obsolescence $ 93,000 $ 107,000 Sales return reserve - - Business interest limitation 1,707,000 481,000 Lease liability 650,000 712,000 Other 75,000 135,000 Loss carryforward 285,000 153,000 Valuation Allowance - - Total deferred tax assets $ 2,810,000 $ 1,588,000 Deferred tax liabilities Fixed assets $ (418,000 ) $ (230,000 ) Right of Use Assets (628,000 ) (706,000 ) Intangibles (2,363,000 ) (2,722,000 ) Total deferred tax liabilities $ (3,409,000 ) $ (3,658,000 ) Total net deferred income tax assets (liabilities) $ (599,000 ) $ (2,070,000 ) |
Schedule of prepaid and deferred tax assets and liabilities | As of December 31, 2022 2021 Prepaid income taxes (accrued tax liability) $ 122,000 $ (175,000 ) Deferred tax liability $ (599,000 ) $ (2,070,000 ) Years Ended December 31, 2022 2021 Income tax expense $ 1,677,000 $ 218,000 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 01, 2022 | Mar. 03, 2017 | Sep. 23, 2021 | Apr. 19, 2021 | Dec. 22, 2020 | Aug. 27, 2020 | Mar. 27, 2020 | Dec. 31, 2022 | |
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 1, 2022, 1847 Cabinet transferred all of its shares of High Mountain to Innovative Cabinets, as a result of which Innovative Cabinets now owns 92.5% of High Mountain, with the remaining 7.5% held by a third-party. | 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 $325,000 in cash (the “Neese Spin-Off”). | ||||||
Asien Inc [Member] | ||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||
Acquired interest, description | As a result of this transaction, the Company owns 95% of 1847 Asien, with the remaining 5% held by a third-party, and 1847 Asien owns 100% of Asien’s. | |||||||
Cabinet [Member] | ||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||
Acquired interest, description | As a result of this transaction, the Company owns 92.5% of 1847 Cabinet, with the remaining 7.5% held by a third-party, and 1847 Cabinet owns 100% of Kyle’s. | |||||||
Wolo Inc [Member] | ||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||
Acquired interest, description | As a result of this transaction, the Company owns 92.5% of 1847 Wolo, with the remaining 7.5% held by a third-party, and 1847 Wolo owns 100% of Wolo Mfg and Wolo H&S. | |||||||
Neese [Member] | ||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||
Acquired interest, description | As a result of this transaction, the Company owned 55% of 1847 Neese, with the remaining 45% held by the Neese Sellers. | |||||||
High Mountain [Member] | ||||||||
Organization and Nature of Business (Details) [Line Items] | ||||||||
Acquired interest, description | As a result of this transaction, 1847 Cabinet acquired 92.5% of High Mountain and Innovative Cabinets, with the remaining 7.5% held by a third-party. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Excess of FDIC limits | $ 380,401 | $ 369,963 |
Percentage relates to total revenue | 10% | |
Total revenue percentage | 39.40% | |
Allowance for doubtful accounts | $ 359,000 | |
Estimated obsolescence allowance | $ 425,848 | 387,848 |
Greater percentage | 50% | |
Cash and cash equivalents | $ 1,079,355 | $ 1,383,533 |
Operating loss | 5,739,508 | |
Cash flows used in operations | 4,131,477 | |
Working capital deficit | $ 2,935,590 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment useful lives | 12 Months Ended |
Dec. 31, 2022 | |
Building and Improvements [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 2 years |
Building and Improvements [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 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 | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of identifiable intangible assets | 12 Months Ended |
Dec. 31, 2022 | |
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) | 9 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 |
Expected Life (years) | 5 years |
Technology Related [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Amortization Basis | Straight-line basis |
Expected Life (years) | 7 years |
Disaggregation of Revenues an_3
Disaggregation of Revenues and Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Business Segments Abstract | |
Reportable segments | 3 |
Disaggregation of Revenues an_4
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of business segments - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total Revenues | $ 48,929,124 | $ 30,660,984 |
Retail and Appliances [Member] | ||
Revenues | ||
Total Revenues | 10,671,129 | 12,741,063 |
Construction [Member] | ||
Revenues | ||
Total Revenues | 31,768,907 | 12,203,890 |
Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | 6,489,088 | 5,716,031 |
Appliances [Member] | ||
Revenues | ||
Total Revenues | 9,197,811 | 11,214,436 |
Appliances [Member] | Retail and Appliances [Member] | ||
Revenues | ||
Total Revenues | 9,197,811 | 11,214,436 |
Appliances [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | ||
Appliances [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | ||
Appliance accessories, parts, and other [Member] | ||
Revenues | ||
Total Revenues | 1,473,318 | 1,526,627 |
Appliance accessories, parts, and other [Member] | Retail and Appliances [Member] | ||
Revenues | ||
Total Revenues | 1,473,318 | 1,526,627 |
Appliance accessories, parts, and other [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | ||
Appliance accessories, parts, and other [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive horns [Member] | ||
Revenues | ||
Total Revenues | 5,068,616 | 4,215,868 |
Automotive horns [Member] | Retail and Appliances [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive horns [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive horns [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | 5,068,616 | 4,215,868 |
Automotive lighting [Member] | ||
Revenues | ||
Total Revenues | 1,420,472 | 1,500,163 |
Automotive lighting [Member] | Retail and Appliances [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive lighting [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive lighting [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | 1,420,472 | 1,500,163 |
Custom cabinets and countertops [Member] | ||
Revenues | ||
Total Revenues | 10,644,283 | 7,391,959 |
Custom cabinets and countertops [Member] | Retail and Appliances [Member] | ||
Revenues | ||
Total Revenues | ||
Custom cabinets and countertops [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | 10,644,283 | 7,391,959 |
Custom cabinets and countertops [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | ||
Finished carpentry [Member] | ||
Revenues | ||
Total Revenues | 21,124,624 | 4,811,931 |
Finished carpentry [Member] | Retail and Appliances [Member] | ||
Revenues | ||
Total Revenues | ||
Finished carpentry [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | 21,124,624 | 4,811,931 |
Finished carpentry [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues |
Disaggregation of Revenues an_5
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of segment information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Segment Information [Abstract] | ||
Revenues | $ 48,929,124 | $ 30,660,984 |
Operating expenses | ||
Cost of revenues | 33,227,730 | 20,100,906 |
Personnel | 9,531,101 | 3,803,497 |
Depreciation and amortization | 2,037,112 | 908,982 |
General and administrative | 9,872,689 | 6,951,498 |
Total Operating Expenses | 54,668,632 | 31,764,883 |
Income (loss) from Operations | (5,739,508) | (1,103,899) |
Retail and Appliances [Member] | ||
Schedule of Segment Information [Abstract] | ||
Revenues | 10,671,129 | 12,741,063 |
Operating expenses | ||
Cost of revenues | 8,203,401 | 9,782,837 |
Personnel | 822,539 | 783,913 |
Depreciation and amortization | 222,438 | 182,714 |
General and administrative | 1,649,702 | 1,916,882 |
Total Operating Expenses | 10,898,080 | 12,666,346 |
Income (loss) from Operations | (226,951) | 74,717 |
Construction [Member] | ||
Schedule of Segment Information [Abstract] | ||
Revenues | 31,768,907 | 12,203,890 |
Operating expenses | ||
Cost of revenues | 20,980,103 | 6,709,827 |
Personnel | 6,100,374 | 1,463,443 |
Depreciation and amortization | 1,607,148 | 570,378 |
General and administrative | 5,156,425 | 2,376,351 |
Total Operating Expenses | 33,844,050 | 11,119,999 |
Income (loss) from Operations | (2,075,143) | 1,083,891 |
Automotive Supplies [Member] | ||
Schedule of Segment Information [Abstract] | ||
Revenues | 6,489,088 | 5,716,031 |
Operating expenses | ||
Cost of revenues | 4,044,226 | 3,608,242 |
Personnel | 1,094,361 | 1,014,895 |
Depreciation and amortization | 207,526 | 155,890 |
General and administrative | 1,275,369 | 1,912,695 |
Total Operating Expenses | 6,621,482 | 6,691,722 |
Income (loss) from Operations | (132,394) | (975,691) |
Corporate Services [Member] | ||
Schedule of Segment Information [Abstract] | ||
Revenues | ||
Operating expenses | ||
Cost of revenues | ||
Personnel | 1,513,827 | 541,246 |
Depreciation and amortization | ||
General and administrative | 1,791,193 | 745,570 |
Total Operating Expenses | 3,305,020 | 1,286,816 |
Income (loss) from Operations | $ (3,305,020) | $ (1,286,816) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 19, 2021 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Ownership interest percentage | 55% | |
Purchase price | $ 325,000 | $ 15,441,173 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of consolidated statements of operations from discontinued operations | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
REVENUES | |
Services | $ 612,862 |
Sales of parts and equipment | 324,189 |
TOTAL REVENUE | 937,051 |
OPERATING EXPENSES | |
Cost of revenues | 298,050 |
Personnel costs | 485,774 |
Depreciation and amortization | 360,746 |
Fuel | 112,746 |
General and administrative | 290,872 |
TOTAL OPERATING EXPENSES | 1,548,188 |
LOSS FROM OPERATIONS | (611,137) |
OTHER INCOME (EXPENSE) | |
Financing costs and loss on early extinguishment of debt | (320) |
Gain on forgiveness of debt | 380,247 |
Gain on sale of assets | 548,723 |
Interest expense | (78,308) |
Other income (expense) | 1,200 |
TOTAL OTHER INCOME (EXPENSE) | 851,542 |
NET LOSS BEFORE INCOME TAXES | 240,405 |
INCOME TAX EXPENSE | |
NET INCOME BEFORE NON-CONTROLLING INTERESTS | 240,405 |
LESS NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 108,182 |
NET INCOME ATTRIBUTABLE TO SHAREHOLDERS | $ 132,223 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of consolidated statements of cash flows relating to discontinued operations | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Cash flows from operating activities of discontinued operations: | |
Net Income | $ 240,405 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: | |
Depreciation and amortization | 360,746 |
Amortization of financing costs and warrant features | 2,187 |
Amortization of operating lease right-of-use assets | 19,007 |
Gain on forgiveness of PPP loans | (380,247) |
Gain on sale of equipment | (548,723) |
Changes in operating assets and liabilities: | |
Accounts receivable | 10,698 |
Inventory | (161,286) |
Prepaid expenses and other assets | 49,222 |
Accounts payable and accrued expenses | 118,980 |
Operating lease liability | (19,007) |
Accrued expense long-term | 137,438 |
Net cash used in operating activities from discontinued operations | (170,580) |
Cash flows from investing activities in discontinued operations: | |
Proceeds from sale of equipment | 675,000 |
Purchase of equipment | (30,697) |
Net cash provided by investing activities in discontinued operations | 644,303 |
Cash flows from financing activities in discontinued operations: | |
Proceeds from note payable | 380,385 |
Repayments of notes payable | (589,078) |
Net cash used in financing activities in discontinued operations | $ (208,693) |
Receivables (Details) - Schedul
Receivables (Details) - Schedule of receivables - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables (Details) - Schedule of receivables [Line Items] | ||
Trade accounts receivable | $ 4,867,749 | $ 2,691,702 |
Vendor rebates receivable | 460 | 126,118 |
Credit card payments in process of settlement | 102,917 | 116,187 |
Retainage | 603,442 | 803,989 |
Total receivables | 5,574,568 | 3,737,996 |
Allowance for doubtful accounts | (359,000) | (359,000) |
Total receivables, net | $ 5,215,568 | $ 3,378,996 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Total inventories | $ 4,609,867 | $ 5,815,150 |
Less reserve for obsolescence | (425,848) | (387,848) |
Total inventories, net | 4,184,019 | 5,427,302 |
Appliances [Member] | ||
Inventory [Line Items] | ||
Total inventories | 2,155,839 | 2,206,336 |
Automotive [Member] | ||
Inventory [Line Items] | ||
Total inventories | 934,683 | 2,064,834 |
Construction [Member] | ||
Inventory [Line Items] | ||
Total inventories | $ 1,519,345 | $ 1,543,980 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 578,344 | $ 166,412 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property and Equipment [Abstract] | ||
Equipment and machinery | $ 1,403,817 | $ 808,592 |
Office furniture and equipment | 156,960 | 105,203 |
Transportation equipment | 883,077 | 864,121 |
Leasehold improvements | 166,760 | 112,356 |
Total property and equipment | 2,610,614 | 1,890,272 |
Less: Accumulated depreciation | (725,408) | (194,961) |
Property and equipment, net | $ 1,885,206 | $ 1,695,311 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortization expense | $ 1,458,768 | $ 742,570 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Intangible assets gross | $ 12,331,000 | $ 12,331,000 |
Less: accumulated amortization | (2,345,871) | (887,103) |
Intangible assets, net | 9,985,129 | 11,443,897 |
Customer Relationships [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Intangible assets gross | 9,024,000 | 9,024,000 |
Marketing-related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Intangible assets gross | 2,684,000 | 2,684,000 |
Technology Related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Intangible assets gross | $ 623,000 | $ 623,000 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of estimated annual amortization expense | Dec. 31, 2022 USD ($) |
Schedule Of Estimated Annual Amortization Expense Abstract | |
2023 | $ 1,458,768 |
2024 | 1,458,768 |
2025 | 1,325,778 |
2026 | 1,150,640 |
2027 | 909,142 |
Thereafter | 3,682,033 |
Total | $ 9,985,129 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | 1 Months Ended | |
Jul. 26, 2022 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,197,280 | |
Common Shares (in Shares) | 285,067 | |
Conversion price per share (in Dollars per share) | $ 4.2 | $ 7 |
Extinguishment of debt amount | $ 456,109 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Accounts Payable And Accrued Expenses Abstract | ||
Trade accounts payable | $ 4,129,393 | $ 3,117,825 |
Credit cards payable | 357,964 | 52,300 |
Accrued payroll liabilities | 824,369 | 263,590 |
Accrued interest | 1,179,875 | 711,258 |
Accrued dividends | 136,052 | 242,160 |
Other accrued liabilities | 114,116 | 431,539 |
Total accounts payable and accrued expenses | $ 6,741,769 | $ 4,818,672 |
Leases (Details)
Leases (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jul. 13, 2022 | Apr. 11, 2022 | Mar. 28, 2022 | Oct. 12, 2021 | Jun. 09, 2021 | May 06, 2021 | Apr. 30, 2022 | Oct. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases (Details) [Line Items] | ||||||||||
Operating lease liability | $ 361,158 | $ 254,713 | $ 1,718,183 | |||||||
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. | |||||||||
Rent expense | $ 1,054,936 | $ 448,510 | ||||||||
Purchase equipment | $ 240,260 | $ 11,706 | $ 316,798 | $ 245,376 | $ 276,896 | |||||
Financing leases matures | June 2027 | January 2028 | December 2027 | December 2027 | June 2028 | |||||
Kyle's [Member] | ||||||||||
Leases (Details) [Line Items] | ||||||||||
Description of operating lease | 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. | |||||||||
Lease rent, description | The lease renewal commenced on August 1, 2022 and shall expire on July 31, 2025. Under the terms of the lease renewal, Wolo will lease the premises at the monthly rate of $7,518 for the first year, with scheduled annual increases. | |||||||||
Balance payable | $ 229,080 | |||||||||
Kyle’s one [Member] | ||||||||||
Leases (Details) [Line Items] | ||||||||||
Balance payable | 203,169 | |||||||||
Kyle’s Two [Member] | ||||||||||
Leases (Details) [Line Items] | ||||||||||
Balance payable | 274,527 | |||||||||
Kyle’s Three [Member] | ||||||||||
Leases (Details) [Line Items] | ||||||||||
Balance payable | 10,237 | |||||||||
Kyle’s Four [Member] | ||||||||||
Leases (Details) [Line Items] | ||||||||||
Balance payable | $ 223,179 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of consolidated balance sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Consolidated Balance Sheets Abstract | ||
Operating lease right-of-use assets | $ 2,854,196 | $ 3,192,604 |
Lease liabilities, current portion | 713,100 | 613,696 |
Lease liabilities, long-term | 2,237,797 | 2,607,862 |
Total operating lease liabilities | $ 2,950,897 | $ 3,221,558 |
Weighted-average remaining lease term (months) | 47 years | 59 years |
Weighted average discount rate | 4.36% | 4.29% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of operating lease liabilities | Dec. 31, 2022 USD ($) |
Schedule Of Operating Lease Liabilities Abstract | |
2023 | $ 829,045 |
2024 | 846,987 |
2025 | 802,413 |
2026 | 512,756 |
2027 | 228,889 |
Thereafter | |
Total | 3,220,090 |
Less: imputed interest | (269,193) |
Total operating lease liabilities | $ 2,950,897 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of financing lease liabilities | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Financing Lease Liabilities Abstract | |
2023 | $ 234,556 |
2024 | 218,099 |
2025 | 211,332 |
2026 | 211,332 |
2027 | 210,042 |
Thereafter | 28,833 |
Total | 1,114,194 |
Less: amount representing interest | (144,328) |
Present value of minimum lease payments | $ 969,866 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 19, 2021 | Sep. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 26, 2022 | |
Business Combinations (Details) [Line Items] | |||||
Cash due to seller | $ 8,344,056 | ||||
Business acquisition purchase price in cash | 6,550,000 | ||||
Business acquisition purchase price payable in promissory note | 850,000 | ||||
Working capital | 944,056 | ||||
Purchase price | $ 325,000 | $ 15,441,173 | |||
Promissory notes | 6% | ||||
Convertible promissory notes | $ 4,753,673 | $ 3,360,000 | |||
Principal amount | $ 1,260,000 | 5,880,345 | |||
Net of debt discount | 1,126,672 | ||||
Revenue | $ 5,716,031 | ||||
Net loss from continuing operations | $ 1,307,085 | 1,476,272 | |||
Minimum [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Estimated useful life | 3 years | ||||
Revenue | $ 6,489,088 | ||||
Maximum [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Estimated useful life | 7 years | ||||
Revenue | $ 25,817,012 | ||||
Wolo Acquisition [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Percentage of secured promissory note | 6% | ||||
Fair value of the net tangible assets | $ 6,606,403 | ||||
H&I Acquisition [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Cash | 10,687,500 | ||||
Fair value of the net assets | 3,716,376 | ||||
Revenue | 6,766,540 | ||||
Net loss from continuing operations | $ 5,121,056 | $ 276,743 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of wolo acquisition - Wolo Acquisition [Member] | Dec. 31, 2022 USD ($) |
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 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of H&I Acquisition - H&I Acquisition [Member] | Dec. 31, 2022 USD ($) |
Purchase consideration at 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 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 |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of effect to pro forma events - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Effect To Pro Forma Events Abstract | ||
Revenues | $ 48,929,124 | $ 51,589,004 |
Net loss | (10,801,913) | (4,445,617) |
Net loss attributable to common shareholders | $ (20,071,529) | $ (6,540,284) |
Loss per share attributable to common shareholders: | ||
Basic (in Dollars per share) | $ (8.36) | $ (5.51) |
Diluted (in Dollars per share) | $ (8.36) | $ (5.51) |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 08, 2022 | Oct. 08, 2021 | Oct. 20, 2022 | Mar. 30, 2021 | Jul. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Payable (Details) [Line Items] | |||||||
Sold of common shares (in Shares) | 103,750 | ||||||
Purchase price per share (in Dollars per share) | $ 600,000 | $ 10 | $ 0.03 | ||||
Promissory note, description | 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. | 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. | |||||
Revolving credit, description | On October 20, 2022, the parties entered into a letter agreement pursuant to which the parties agreed to extend the maturity date of the note to February 28, 2023 and revised the repayment terms so that the outstanding principal amount and all accrued interest thereon shall be payable monthly, beginning on November 30, 2022. | ||||||
Amendment fee (in Dollars) | $ 87,707 | ||||||
Remaining principal balance (in Dollars) | 465,805 | ||||||
Accrued interest (in Dollars) | $ 114,116 | $ 431,539 | |||||
Paid by issuance percentage | 6% | ||||||
Increasing principal amount (in Dollars) | $ 850,000 | ||||||
Purchase agreement description | On July 8, 2022, the Company entered into a securities purchase agreement with Mast Hill Fund, L.P., pursuant to which the Company issued to it a promissory note in the principal amount of $600,000 and a five-year warrant for the purchase of 100,000 common shares at an exercise price of $6.00 per share (subject to adjustment), which such exercise price was adjusted to $4.20 following the adjustments (see Note 17), which may be exercised on a cashless basis if the market price of the Company’s common shares is greater than the exercise price, for total net proceeds of $499,600. Additionally, the Company issued a three-year warrant to J.H. Darbie & Co (the broker) for the purchase of 3,600 common shares at an exercise price of $7.50 (subject to adjustment), which such exercise price was adjusted to $4.20 following the adjustments, which may be exercised on a cashless basis if the market price of the Company’s common shares is greater than the exercise price. Accordingly, a portion of the proceeds were allocated to the warrants based on its relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. On August 10, 2022, the promissory note was repaid in full. | ||||||
Loans on Vehicles [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Finance at rates ranging | 3.74% | ||||||
Remaining principal balance (in Dollars) | $ 14,422 | ||||||
Loans on Vehicles [Member] | Asein's [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Remaining principal balance (in Dollars) | $ 93,140 | ||||||
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] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Remaining principal balance (in Dollars) | $ 50,950 | ||||||
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 [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Remaining principal balance (in Dollars) | $ 71,723 | ||||||
Loans on Vehicles [Member] | High Mountain [Member] | Minimum [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Finance at rates ranging | 3.74% | ||||||
Loans on Vehicles [Member] | High Mountain [Member] | Maximum [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Finance at rates ranging | 6.34% | ||||||
Credit Agreement [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Term loan, description | 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. | ||||||
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. | ||||||
Accrued interest (in Dollars) | $ 94,456 | ||||||
6% Secured Promissory Note [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Interest rate | 6% |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Notes Payable Abstract | ||
6% Subordinated Amortizing Promissory Notes | $ 465,805 | $ 581,963 |
Loans on vehicles | 230,235 | 396,351 |
Subtotal | 696,040 | 943,923 |
Current portion of notes payable | (551,210) | (692,522) |
Long-term notes payable | $ 144,830 | $ 251,401 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of payments due on notes payable and financing leases for the succeeding five years | Dec. 31, 2022 USD ($) |
Schedule Of Payments Due On Notes Payable And Financing Leases For The Succeeding Five Years Abstract | |
2023 | $ 551,210 |
2024 | 66,988 |
2025 | 52,231 |
2026 | 17,427 |
2027 | 8,184 |
Thereafter | |
Total payments | $ 696,040 |
Note Payable _ Related Party (D
Note Payable – Related Party (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 26, 2022 | Sep. 30, 2020 | Dec. 31, 2022 | Oct. 01, 2022 | |
Vesting Note Payable Related Party Abstract | ||||
Principal amount | $ 1,260,000 | $ 5,880,345 | ||
Vested principal, description | Payment of the principal and accrued interest on the note was subject to vesting. As of December 31, 2021, the vested principal and accrued interest balance of the related party note was $1,001,183 and $103,156, respectively. | |||
Description of conversion agreement | the Company and 1847 Cabinet entered into a conversion agreement with the Kyle’s Sellers, pursuant to which they agreed to convert $797,221 of the vesting note into 189,815 common shares of the Company at a conversion price of $4.20 per share. | |||
Extinguishment of debt | $ 303,706 | |||
Conversion agreement | $ 558,734 | |||
Vested principal | 362,779 | |||
Accrued interest | $ 203,291 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 08, 2021 | Mar. 26, 2021 | Jul. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 08, 2022 | |
Convertible Promissory Notes (Details) [Line Items] | ||||||
Aggregate principle amount | $ 24,860,000 | |||||
Aggregate original issue discount | 497,200 | |||||
Total purchase price | 24,362,800 | $ 1.65 | ||||
Payment of expense | 617,825 | |||||
Net proceeds | 23,744,975 | |||||
Purchase price for the acquisition | $ 10,687,500 | |||||
Secured convertible promissory notes, description | the Company granted the financing agent warrants for the purchase of 187,500 common shares with a fair value of $956,526 and 7.5% interest in High Mountain and Innovative Cabinets which had a fair value of $1,146,803 | |||||
Remaining principal balance | $ 22,432,803 | |||||
Debt discounts | 2,427,197 | |||||
Accrued interest | $ 500,702 | |||||
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. Payments of interest only, computed at such rate on the outstanding principal amount, will be due and payable quarterly in arrears commencing on January 1, 2022 and continuing on the first day of each calendar quarter thereafter through and including the maturity date, October 8, 2026. | |||||
Prepayment fee | 10% | |||||
Conversion price (in Dollars per share) | $ 4.2 | $ 4.2 | ||||
Convert percentage | 20% | |||||
Subject to equitable adjustments for stock splits (in Dollars per share) | $ 10 | |||||
Convertible notes | $ 3,360,000 | $ 4,753,673 | ||||
Extinguishment of deb | $ 1,280,000 | $ (158,817) | $ (602,204) | |||
Convertible notes, description | The remaining principal balance of the convertible notes at December 31, 2022 is $2,234,996, net of debt discounts of $285,350, and an accrued interest balance of $381,426. | |||||
6% Subordinated Convertible Promissory Notes [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Aggregate principle amount | $ 5,880,345 | |||||
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% | |||||
Leonite Capital Note [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Convertible shares (in Shares) | 800,000 |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details) - Schedule of convertible notes payable | Dec. 31, 2022 USD ($) |
Schedule Of Convertible Notes Payable Abstract | |
2023 | |
2024 | 2,520,346 |
2025 | |
2026 | 24,860,000 |
2027 | |
Thereafter | |
Total payments | $ 27,380,346 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | |||
Sep. 01, 2020 | Apr. 15, 2013 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Parties (Details) [Line Items] | ||||
Management fee | $ 0 | $ 0 | ||
Total management fees | 1,100,000 | 875,000 | ||
Lease agreement, description | 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 and to $7,426 for months 37-60. In addition, Kyle’s is responsible for all taxes, insurance and certain operating costs during the lease term. | |||
Manager [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Advances from related parties | 74,928 | 74,928 | ||
Advances [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Advances from related parties | 118,834 | 118,834 | ||
Asiens [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Expensed management fees | 300,000 | 300,000 | ||
Cabinet [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Expensed management fees | 500,000 | 350,000 | ||
Wolo [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Expensed management fees | $ 300,000 | $ 225,000 | ||
Management Services Agreement [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Description of management fee | 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”). | |||
Promissory Note [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Repayment, 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 $75,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, in each case that if the aggregate amount of management fees paid or to be paid by such entities, together with all other management fees paid or to be paid to the Manager under other offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of the Company’s gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements. |
Convertible Preferred Shares (D
Convertible Preferred Shares (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 12, 2022 | Feb. 09, 2022 | Oct. 12, 2021 | Aug. 26, 2022 | May 19, 2022 | Mar. 24, 2022 | Feb. 16, 2022 | Mar. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 02, 2022 | Jul. 26, 2022 | Jul. 08, 2022 | Feb. 17, 2022 | Sep. 29, 2021 | Nov. 20, 2020 | Jul. 29, 2020 | |
Convertible Preferred Shares (Details) [Line Items] | |||||||||||||||||
Common shares calculated based percentage | 80% | ||||||||||||||||
Accumulated accrued and unpaid dividends percentage | 115% | ||||||||||||||||
Share dividing price (in Dollars per share) | $ 10 | $ 2 | |||||||||||||||
Conversion Price (in Dollars per share) | $ 7 | $ 4.2 | |||||||||||||||
Ownership common shares outstanding | 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% | ||||||||||||||||
Consolidations monthly 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. | ||||||||||||||||
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 $0.03. | ||||||||||||||||
Additional equity interest | 10% | ||||||||||||||||
Sale of stock share | 54,567 | 426,999 | 1,818,182 | ||||||||||||||
Sale of stock price (in Dollars per share) | $ 3 | $ 1.65 | |||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 163,700 | $ 1,281,000 | $ 3,000,000 | ||||||||||||||
Exercise price was adjusted (in Dollars per share) | $ 4.2 | $ 4.2 | |||||||||||||||
fair value, description | The $3,000,000 of proceeds were allocated on a relative fair value basis of $1,527,086 to the series A preferred shares and $1,472,914 to the warrants. | ||||||||||||||||
Accrued dividends (in Dollars) | $ 615,593 | $ 1,032,806 | |||||||||||||||
Conversion price (in Dollars per share) | $ 0.03 | $ 600,000 | $ 10 | ||||||||||||||
Consolidations adjustments to conversion price, description | 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 $7.76 per share; and (vi) various probability assumptions related to redemption, calls and price resets. The fair value of the warrants was $379,533, or $3.15 per warrant, resulting in the amount allocated to the warrants, based on their relative fair of $172,050, was recorded as additional paid-in capital. | ||||||||||||||||
Issuance costs description | The Company had total issuance costs relating to these offerings of approximately $15,000, resulting in net proceeds of $1,429,700. | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ 12 | ||||||||||||||||
Convertible preferred shares | 1,818,182 | ||||||||||||||||
Series A Senior Convertible Preferred Shares [Member] | |||||||||||||||||
Convertible Preferred Shares (Details) [Line Items] | |||||||||||||||||
Senior convertible preferred shares, shares designated | 4,450,460 | 4,450,460 | 4,450,460 | 1,684,849 | 4,450,460 | 4,450,460 | |||||||||||
Dividends percentage | 14% | ||||||||||||||||
Calculated based fixed price per share (in Dollars per share) | $ 1.57 | ||||||||||||||||
Dividend payment date per share (in Dollars per share) | $ 1.57 | ||||||||||||||||
Convertible preferred shares | 90,909 | 2,632,278 | 133,333 | ||||||||||||||
Convertible dividends | 209,091 | 6,395,645 | 38,096 | ||||||||||||||
Accrued dividends attributable amount (in Dollars) | $ 590,162 | $ 984,176 | |||||||||||||||
Senior convertible preferred shares, shares issued | 1,593,940 | 1,818,182 | |||||||||||||||
Senior convertible preferred shares, shares outstanding | 1,593,940 | 1,818,182 | |||||||||||||||
Series A Senior Convertible Preferred Shares [Member] | |||||||||||||||||
Convertible Preferred Shares (Details) [Line Items] | |||||||||||||||||
Dividends rate (in Dollars per share) | $ 2 | ||||||||||||||||
Series B Senior Convertible Preferred Shares [Member] | |||||||||||||||||
Convertible Preferred Shares (Details) [Line Items] | |||||||||||||||||
Senior convertible preferred shares, shares designated | 583,334 | 583,334 | 481,566 | 583,334 | |||||||||||||
Dividends percentage | 14% | ||||||||||||||||
Dividends rate (in Dollars per share) | $ 3 | ||||||||||||||||
Common shares calculated based percentage | 80% | ||||||||||||||||
Calculated based fixed price per share (in Dollars per share) | $ 2.7 | ||||||||||||||||
Dividend payment date per share (in Dollars per share) | $ 2.7 | ||||||||||||||||
Accumulated accrued and unpaid dividends percentage | 115% | ||||||||||||||||
Share dividing price (in Dollars per share) | $ 3 | ||||||||||||||||
Ownership common shares outstanding | 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% | ||||||||||||||||
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 $0.03 per share (subject to adjustment for splits or dividends of the common shares). | ||||||||||||||||
Exercise price was adjusted (in Dollars per share) | $ 4.2 | ||||||||||||||||
fair value, description | The $1,429,700 of net proceeds were allocated on a relative fair value basis of $1,257,650 to the series B preferred shares and $172,050 to the warrants. | ||||||||||||||||
Convertible preferred shares | 16,667 | ||||||||||||||||
Convertible dividends | 57,501 | ||||||||||||||||
Accrued dividends attributable amount (in Dollars) | $ 162,268 | ||||||||||||||||
Senior convertible preferred shares, shares issued | 464,899 | 0 | |||||||||||||||
Senior convertible preferred shares, shares outstanding | 464,899 | 0 | |||||||||||||||
Conversion price (in Dollars per share) | $ 12 | ||||||||||||||||
Consolidations adjustments to conversion price, description | ●On the first day of the 12th month following the issuance of the first series B senior convertible preferred share, 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 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. | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ 12 | ||||||||||||||||
Accrued dividends (in Dollars) | $ 129,103 |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Aug. 05, 2022 | Aug. 02, 2022 | Jul. 08, 2022 | Mar. 23, 2022 | Feb. 09, 2022 | Oct. 08, 2021 | Oct. 08, 2021 | Mar. 26, 2021 | Aug. 23, 2022 | Jul. 29, 2022 | Mar. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 15, 2022 | Feb. 16, 2022 | Jul. 29, 2020 | |
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Allocation shares, authorized | 1,000 | 1,000 | ||||||||||||||
Allocation share in percentage | 100% | |||||||||||||||
Profit allocation percentage | 20% | |||||||||||||||
Allocation shares | 1,000 | |||||||||||||||
Common shares, issued | 289,772 | 62,500 | 62,500 | 500,000,000 | 500,000,000 | |||||||||||
Common shares, outstanding | 1,210,918 | |||||||||||||||
Issued aggregate share | 99,710 | |||||||||||||||
Issued per share (in Dollars per share) | $ 1.9 | $ 1.9 | ||||||||||||||
Purchase price per unit (in Dollars) | $ 24,362,800 | $ 1.65 | ||||||||||||||
Issued common shares | 99,710 | 99,710 | 126,669 | 38,096 | ||||||||||||
Other underwriting expense | 1,428,572 | |||||||||||||||
Gross purchase price (in Dollars per share) | $ 4.2 | |||||||||||||||
Public offering | 1,428,572 | |||||||||||||||
Gross proceeds (in Dollars) | $ 6,000,000 | |||||||||||||||
Net proceeds amount (in Dollars) | $ 5,150,000 | |||||||||||||||
Common stock issued | 249,762 | 505,751 | 337,841 | |||||||||||||
Convertible promissory notes | 6% | |||||||||||||||
Dividend of per share (in Dollars per share) | $ 0.05 | $ 0.13125 | $ 0.13125 | |||||||||||||
Exercise price per share (in Dollars per share) | $ 5.2 | $ 10 | ||||||||||||||
Exercise price amount (in Dollars) | $ 4.2 | |||||||||||||||
Warrants description | The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 62.5-63.25%; (iii) weighted average risk-free interest rate of 0.16%; (iv) expected life of three years; (v) estimated fair value of the common shares of $10.40-$21.00 per share; and (vi) various probability assumptions related to redemption, calls and price resets. The amount allocated to the warrants, based on their relative fair of $1,472,914, was recorded as additional paid-in capital. | |||||||||||||||
Common stock exercise price (in Dollars per share) | $ 4.2 | |||||||||||||||
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) | $ 0.04 | $ 0.04 | ||||||||||||||
Warrant for purchase shares | 125,000 | |||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 4.2 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 12 | |||||||||||||||
Adjusted exercise price | 4.2 | 4.2 | ||||||||||||||
Consolidations adjustments to conversion price, description | 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 $7.76 per share; and (vi) various probability assumptions related to redemption, calls and price resets. The fair value of the warrants was $379,533, or $3.15 per warrant, resulting in the amount allocated to the warrants, based on their relative fair of $172,050, 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 $4.20 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. | |||||||||||||||
Conversion price (in Dollars per share) | $ 600,000 | $ 0.03 | $ 10 | |||||||||||||
Common shares purchase | 100,000 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 5.25 | $ 6 | ||||||||||||||
Total net proceeds (in Dollars) | $ 499,600 | |||||||||||||||
Purchase of common shares | 35,715 | 295,427 | ||||||||||||||
Dividend yield percentage | 0% | |||||||||||||||
Expected volatility percentage | 49.11% | |||||||||||||||
Weighted average risk-free interest rate | 3.13% | |||||||||||||||
Expected life | 5 years | |||||||||||||||
Common share, per share | 7.23 | |||||||||||||||
Fair value of warrants (in Dollars) | $ 2,405,306 | |||||||||||||||
Warrants price per share (in Dollars per share) | $ 6.01 | |||||||||||||||
Additional paid-in capital (in Dollars) | $ 402,650 | |||||||||||||||
Dividend income (in Dollars) | $ 6,400,000 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 4.2 | $ 4.2 | ||||||||||||||
Deemed dividend (in Dollars) | $ 2,600,000 | |||||||||||||||
Issuance of common shares | 1,683,005 | |||||||||||||||
Weighted average remaining contractual life | 1 year 5 months 4 days | |||||||||||||||
Intrinsic value (in Dollars) | $ 108,750 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Common shares, issued | 4,079,137 | |||||||||||||||
Common shares purchase | 1,428,572 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ 4.2 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ 4.2 | |||||||||||||||
Series A Senior Convertible Preferred Shares [Member] | ||||||||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Common stock issued upon acquisition | 133,333 | |||||||||||||||
Leonite [Member] | ||||||||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Common stock issued | 800,000 | |||||||||||||||
Convertible promissory notes | 6% | |||||||||||||||
Kyle’s Sellers [Member] | ||||||||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Common stock issued | 189,815 | |||||||||||||||
Bevilacqua PLLC [Member] | ||||||||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Common stock issued | 285,067 | |||||||||||||||
J.H. Darbie & Co [Member] | ||||||||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Adjusted exercise price | 4.2 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 7.5 | |||||||||||||||
Purchase of common shares | 3,600 | |||||||||||||||
Mast Hill Fund, L.P. [Member] | ||||||||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||||||||
Adjusted exercise price | 5.2 |
Shareholders_ Equity (Deficit_3
Shareholders’ Equity (Deficit) (Details) - Schedule of options - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Warrants [Member] | |||
Shareholders’ Equity (Deficit) (Details) - Schedule of options [Line Items] | |||
Warrants, Outstanding Beginning | 1,300,122 | 658,071 | |
Warrants, Granted | 1,978,432 | [1] | 642,051 |
Warrants, Exercised | (209,635) | ||
Warrants, Outstanding Ending | 3,068,919 | 1,300,122 | |
Warrants, Exercisable | 2,997,489 | ||
Weighted- Average Exercise Price [Member] | |||
Shareholders’ Equity (Deficit) (Details) - Schedule of options [Line Items] | |||
Weighted Average Exercise Price, Outstanding Beginning | $ 9.52 | $ 10 | |
Weighted Average Exercise Price, Granted | 5.25 | [1] | 9.03 |
Weighted- Average Exercise Price, Exercised | (5.58) | ||
Weighted- Average Exercise Price, Outstanding Ending | 5.1 | $ 9.52 | |
Warrants, Exercisable | $ 5.1 | ||
[1] Includes the issuance of warrants for the purchase of 295,427 common shares and an increase of 1,683,005 common shares underlying warrants pursuant to the adjustments described above. |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Potential common share | 6,466,803 | 4,397,235 |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details) - Schedule of weighted average shares outstanding and the basic and diluted loss per common share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Weighted Average Shares Outstanding and the Basic and Diluted Loss Per Common Share [Abstract] | ||
Net loss per common share attributable to common shareholders | $ (20,071,529) | $ (5,815,824) |
Weighted average common shares outstanding | 2,400,014 | 4,749,971 |
Basic and diluted loss per share | $ (8.36) | $ (1.22) |
Earnings (Loss) Per Share (De_3
Earnings (Loss) Per Share (Details) - Schedule of weighted average shares outstanding and the basic and diluted loss per common share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Weighted Average Shares Outstanding and the Basic and Diluted Loss Per Common Share [Abstract] | ||
Diluted loss per share | $ (8.36) | $ (1.22) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Net operating loss carry forwards | $ 1,248,630 | $ 438,209 |
Cumulative tax effect percentage | (3.40%) | |
Net cumulative current deferred tax asset | $ 168,000 | |
Net cumulative long-term deferred tax liability | 769,000 | |
Accrued interest and penalties | $ 0 | |
Federal Income Tax [Member] | ||
Income Taxes (Details) [Line Items] | ||
Cumulative tax effect percentage | 13.50% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision of income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Provision of Income Taxes [Abstract] | ||
Current Federal and State | $ (206,000) | $ 143,000 |
Deferred Federal and State | (1,471,000) | 75,300 |
Total (benefit) provision for income taxes | $ (1,677,000) | $ 218,300 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation of the statutory US federal income tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation of the Statutory Us Federal Income Tax Rate [Abstract] | ||
Federal tax | 21% | 21% |
State tax | 1.10% | 1.70% |
Permanent items | (3.10%) | (5.00%) |
Measurement Period Adjustment | (16.90%) | |
Valuation Allowance | 2.30% | |
Other | (5.50%) | (6.50%) |
Effective income tax rate | 13.50% | (3.40%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of major components of deferred tax assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Major Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Inventory obsolescence | $ 93,000 | $ 107,000 |
Sales return reserve | ||
Business interest limitation | 1,707,000 | 481,000 |
Lease liability | 650,000 | 712,000 |
Other | 75,000 | 135,000 |
Loss carryforward | 285,000 | 153,000 |
Valuation Allowance | ||
Total deferred tax assets | 2,810,000 | 1,588,000 |
Fixed assets | (418,000) | (230,000) |
Right of Use Assets | (628,000) | (706,000) |
Intangibles | (2,363,000) | (2,722,000) |
Total deferred tax liabilities | (3,409,000) | (3,658,000) |
Total net deferred income tax assets (liabilities) | $ (599,000) | $ (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, 2022 | Dec. 31, 2021 | |
Schedule of Prepaid and Deferred Tax Assets and Liabilities [Abstract] | ||
Prepaid income taxes (accrued tax liability) | $ 122,000 | $ (175,000) |
Deferred tax liability | (599,000) | (2,070,000) |
Income tax expense | $ 1,677,000 | $ 218,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Feb. 09, 2025 | Mar. 30, 2023 | Feb. 22, 2023 | Feb. 09, 2023 | Feb. 03, 2023 | Jan. 03, 2023 | Feb. 09, 2022 | Oct. 08, 2021 | Mar. 26, 2021 | Feb. 22, 2023 | Dec. 31, 2022 | Apr. 06, 2023 | Jul. 08, 2022 | Dec. 31, 2021 | Jul. 29, 2020 | |
Subsequent Events (Details) [Line Items] | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 6.01 | ||||||||||||||
Warrants per share (in Dollars per share) | $ 0.001 | ||||||||||||||
Aggregate principal amount | $ 2,557,575 | $ 604,000 | |||||||||||||
Discount amount | 139,091 | ||||||||||||||
Aggregate shares (in Shares) | 415,605 | ||||||||||||||
Aggregate purchase price | $ 2,301,818 | ||||||||||||||
Aggregate common shares (in Shares) | 532,827 | ||||||||||||||
Exercise price (in Dollars per share) | $ 4.2 | $ 4.2 | |||||||||||||
Common shares issued (in Shares) | 289,772 | 62,500 | 500,000,000 | 500,000,000 | |||||||||||
Warrant purchase (in Shares) | 243,055 | ||||||||||||||
purchase warrants (in Shares) | 1,282,975 | ||||||||||||||
Purchase price | $ 24,362,800 | $ 1.65 | |||||||||||||
Promissory notes | $ 4,039,575 | ||||||||||||||
Gross proceeds | 3,635,618 | ||||||||||||||
Net proceeds | $ 3,553,118 | ||||||||||||||
Interest rate per annum | 16% | ||||||||||||||
Principal amount percentage | 50% | ||||||||||||||
Conversion price amount | $ 4.2 | ||||||||||||||
Weighted average price | 80% | ||||||||||||||
Conversion price (in Dollars per share) | $ 0.03 | $ 600,000 | $ 10 | ||||||||||||
Issuance of common shares | 4.99% | ||||||||||||||
Interest rate increase | 10% | ||||||||||||||
Advance received | $ 465,805 | ||||||||||||||
Borrower liability | 25,000 | ||||||||||||||
Aggregating excess | 10,000 | ||||||||||||||
Agreed pay | $ 84,362 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Common shares dividend (in Shares) | 407,872 | ||||||||||||||
Exercise price per share (in Dollars per share) | $ 4.2 | $ 4.2 | $ 4.2 | $ 4.2 | |||||||||||
Aggregate principal amount | $ 500,000 | ||||||||||||||
Discount amount | $ 87,800 | $ 60,400 | $ 87,800 | ||||||||||||
Purchase warrants (in Shares) | 125,833 | ||||||||||||||
Aggregate shares (in Shares) | 125,833 | ||||||||||||||
Aggregate purchase price | $ 543,600 | ||||||||||||||
Principal amount | $ 878,000 | $ 5,000,000 | $ 878,000 | ||||||||||||
purchase warrants (in Shares) | 198,343 | ||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||
Purchase price | $ 790,200 | ||||||||||||||
Interest rate per annum | 6% | ||||||||||||||
Transaction expenses | $ 4,000,000 | ||||||||||||||
Subordinated promissory notes | 6% | 6% | |||||||||||||
Revolving loan | $ 5,000,000 | ||||||||||||||
Advance received | 2,063,182 | ||||||||||||||
Debt amount | 1,963,182 | ||||||||||||||
Pay lender fees | $ 100,000 | ||||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Warrant purchase (in Shares) | 182,917 | ||||||||||||||
Forecast [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Prime rate changes | 8% | ||||||||||||||
Annual rate percentage | 3% | ||||||||||||||
Description of amendment to conversion agreement | the Company entered into an amendment to the conversion agreement described in Note 13, effective retroactively to October 1, 2022. Pursuant to the amendment, the Company agreed to pay a total of $642,544 in three monthly payments commencing on April 5, 2023. | ||||||||||||||
Loan and Security Agreement [Member] | Forecast [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Prime rate changes | 15% |