Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | 1847 Holdings LLC | |
Trading Symbol | EFSH | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,074,927 | |
Amendment Flag | false | |
Entity Central Index Key | 0001599407 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly 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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 2,297,927 | $ 1,079,355 |
Investments | 277,612 | 277,310 |
Receivables, net | 7,481,706 | 5,215,568 |
Contract assets | 60,952 | 89,574 |
Inventories, net | 14,033,937 | 4,184,019 |
Prepaid expenses and other current assets | 399,119 | 379,875 |
Total Current Assets | 24,551,253 | 11,225,701 |
Property and equipment, net | 2,285,402 | 1,885,206 |
Operating lease right-of-use assets | 2,668,680 | 2,854,196 |
Long-term deposits | 156,997 | 82,197 |
Intangible assets, net | 9,928,437 | 9,985,129 |
Goodwill | 19,452,270 | 19,452,270 |
TOTAL ASSETS | 59,043,039 | 45,484,699 |
Current Liabilities | ||
Accounts payable and accrued expenses | 12,466,451 | 6,741,769 |
Contract liabilities | 1,957,411 | 2,353,295 |
Customer deposits | 2,977,474 | 3,059,658 |
Due to related parties | 193,762 | 193,762 |
Current portion of operating lease liabilities | 718,868 | 713,100 |
Current portion of finance lease liabilities | 187,429 | 185,718 |
Current portion of notes payable, net | 4,859,816 | 551,210 |
Revolving line of credit | 2,063,182 | |
Related party note payable | 362,779 | 362,779 |
Total Current Liabilities | 25,787,172 | 14,161,291 |
Operating lease liabilities, net of current portion | 2,052,170 | 2,237,797 |
Finance lease liabilities, net of current portion | 736,993 | 784,148 |
Notes payable, net of current portion | 127,853 | 144,830 |
Convertible notes payable, net | 24,864,371 | 24,667,799 |
Deferred tax liability, net | 187,000 | 599,000 |
TOTAL LIABILITIES | 53,755,559 | 42,594,865 |
Shareholders’ Equity | ||
Series A senior convertible preferred shares, no par value, 4,450,460 shares designated; 1,593,940 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 1,338,746 | 1,338,746 |
Series B senior convertible preferred shares, no par value, 583,334 shares designated; 464,899 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 1,214,181 | 1,214,181 |
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 1,000 | 1,000 |
Common shares, $0.001 par value, 500,000,000 shares authorized; 4,655,636 and 4,079,137 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 4,656 | 4,079 |
Distribution receivable | (2,000,000) | (2,000,000) |
Additional paid-in capital | 47,310,059 | 43,962,606 |
Accumulated deficit | (42,804,608) | (41,919,277) |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ EQUITY | 5,064,034 | 2,601,335 |
NON-CONTROLLING INTERESTS | 223,446 | 288,499 |
TOTAL SHAREHOLDERS’ EQUITY | 5,287,480 | 2,889,834 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 59,043,039 | $ 45,484,699 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 4,655,636 | 4,079,137 |
Common shares, outstanding | 4,655,636 | 4,079,137 |
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 | 1,593,940 |
Senior convertible preferred shares, shares outstanding | 1,593,940 | 1,593,940 |
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 | 464,899 |
Senior convertible preferred shares, shares outstanding | 464,899 | 464,899 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 15,403,538 | $ 12,073,878 |
Cost of revenues | 9,566,508 | 7,749,130 |
Personnel | 3,026,193 | 1,577,700 |
Depreciation and amortization | 573,609 | 511,371 |
General and administrative | 2,315,061 | 2,166,207 |
Total Operating Expenses | 15,481,371 | 12,004,408 |
INCOME (LOSS) FROM OPERATIONS | (77,833) | 69,470 |
Other income (expense) | 33,168 | 318 |
Interest expense | (1,817,715) | (906,743) |
Gain on disposal of property and equipment | 32,747 | |
Gain on bargain purchase | 2,639,861 | |
Total Other Income (Expense) | 855,314 | (873,678) |
NET INCOME (LOSS) BEFORE INCOME TAXES | 777,481 | (804,208) |
INCOME TAX BENEFIT (EXPENSE) | 270,000 | (123,000) |
NET INCOME (LOSS) | 1,047,481 | (927,208) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (65,053) | (54,178) |
NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS | 1,112,534 | (873,030) |
PREFERRED SHARE DIVIDENDS | (162,865) | (135,215) |
DEEMED DIVIDENDS | (1,835,000) | |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS’ | $ (885,331) | $ (1,008,245) |
LOSS PER COMMON SHARE ATTRIBUTABLE TO 1847 HOLDINGS COMMON SHAREHOLDERS’ | ||
BASIC (in Dollars per share) | $ (0.2) | $ (0.21) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
BASIC (in Shares) | 4,419,917 | 4,915,655 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
DILUTED | $ (0.2) | $ (0.21) |
DILUTED | 4,419,917 | 4,915,655 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - 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, 2021 | $ 1,655,404 | $ 1,000 | $ 1,211 | $ (2,000,000) | $ 21,723,042 | $ (20,754,394) | $ 930,812 | $ (98,329) | |
Balance (in Shares) at Dec. 31, 2021 | 1,818,182 | 1,210,918 | |||||||
Issuance of common shares upon conversion of series A preferred shares | $ (111,986) | $ 38 | 111,948 | 111,986 | |||||
Issuance of common shares upon conversion of series A preferred shares (in Shares) | (133,333) | 38,096 | |||||||
Issuance of series B convertible preferred shares and warrants | $ 1,113,650 | 152,350 | 152,350 | ||||||
Issuance of series B convertible preferred shares and warrants (in Shares) | 426,999 | ||||||||
Dividends - common shares | (249,762) | (249,762) | |||||||
Dividends - series A senior convertible preferred shares | (128,318) | (121,455) | (121,455) | ||||||
Dividends - series B senior convertible preferred shares | (13,760) | (13,760) | |||||||
Net income (loss) | (873,030) | (54,178) | (927,208) | ||||||
Balance at Mar. 31, 2022 | $ 1,415,100 | $ 1,113,650 | 1,000 | $ 1,249 | (2,000,000) | 21,987,340 | (22,012,401) | 876,634 | (1,146,178) |
Balance (in Shares) at Mar. 31, 2022 | 1,684,849 | 426,999 | 1,214,181 | ||||||
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 | ||||||
Issuance of common shares upon settlement of accrued series A preferred shares dividends | $ 100 | 152,568 | 152,668 | ||||||
Issuance of common shares upon settlement of accrued series A preferred shares dividends (in Shares) | 99,505 | ||||||||
Issuance of common shares and warrants in connection with a private debt offering | $ 416 | 1,359,946 | 1,360,362 | ||||||
Issuance of common shares and warrants in connection with a private debt offering (in Shares) | 415,605 | ||||||||
Issuance of common shares upon cashless exercise of warrants | $ 61 | (61) | |||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 61,389 | ||||||||
Deemed dividend from issuance of warrants to common shareholders | 618,000 | (618,000) | |||||||
Deemed dividend from down round provision in warrants | 1,217,000 | (1,217,000) | |||||||
Dividends - series A senior convertible preferred shares | (110,045) | (110,045) | |||||||
Dividends - series B senior convertible preferred shares | (52,820) | (52,820) | |||||||
Net income (loss) | 1,112,534 | (65,053) | 1,047,481 | ||||||
Balance at Mar. 31, 2023 | $ 1,338,746 | $ 1,214,181 | $ 1,000 | $ 4,656 | $ (2,000,000) | $ 47,310,059 | $ (42,804,608) | $ 223,446 | $ 5,287,480 |
Balance (in Shares) at Mar. 31, 2023 | 1,593,940 | 464,899 | 4,655,636 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 1,047,481 | $ (927,208) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain on bargain purchase | (2,639,861) | |
Gain on disposal of property and equipment | (32,747) | |
Deferred tax asset (liability) | (412,000) | (89,000) |
Inventory reserve | 30,000 | |
Depreciation and amortization | 573,609 | 511,371 |
Amortization of debt discounts | 412,650 | 249,374 |
Amortization of right-of-use assets | 185,516 | 98,031 |
Changes in operating assets and liabilities: | ||
Receivables | (344,086) | (539,818) |
Contract assets | 28,622 | 18,731 |
Inventories | 117,414 | (378,192) |
Prepaid expenses and other current assets | 60,533 | 311,511 |
Accounts payable and accrued expenses | (253,717) | 964,586 |
Contract liabilities | (395,884) | (851,454) |
Customer deposits | (82,184) | 212,284 |
Operating lease liabilities | (179,859) | (83,729) |
Net cash used in operating activities | (1,851,766) | (536,260) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid in acquisitions, net of cash acquired | (3,670,887) | |
Purchases of property and equipment | (63,443) | (66,291) |
Proceeds from disposal of property and equipment | 35,498 | |
Investments in certificates of deposit | (302) | (262) |
Net cash used in investing activities | (3,734,632) | (31,055) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from issuance of series B senior convertible preferred shares | 1,266,000 | |
Net proceeds from notes payable | 1,410,000 | |
Net proceeds from issuance of common shares and warrants in connection with a private debt offering | 3,549,518 | |
Net proceeds from revolving line of credit | 1,963,182 | |
Repayments of notes payable and finance lease liabilities | (69,049) | (58,317) |
Accrued series A preferred share dividends paid | (121,455) | |
Accrued series B preferred share dividends paid | (48,681) | (13,760) |
Accrued common share dividends paid | (249,762) | |
Net cash provided by financing activities | 6,804,970 | 822,706 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 1,218,572 | 255,391 |
Beginning of the period | 1,079,355 | 1,383,533 |
End of the period | 2,297,927 | 1,638,924 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 646,974 | 484,360 |
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Net assets acquired in the acquisition of ICU Eyewear | 7,139,861 | |
Deemed dividend from issuance of warrants to common shareholders | 618,000 | |
Deemed dividend from down round provision in warrants | 1,217,000 | |
Accrued dividends on series A preferred shares | 110,045 | |
Accrued dividends on series B preferred shares | 52,820 | |
Issuance of common shares upon settlement of accrued series A dividends | 152,668 | |
Issuance of common shares upon conversion of series A preferred shares | 111,986 | |
Issuance of common shares upon cashless exercise of warrants | 61 | |
Debt discount on notes payable | 2,405,419 | |
Financed purchases of property and equipment | $ 316,798 |
Basis of Presentation and Other
Basis of Presentation and Other Information | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation and Other Information [Abstract] | |
BASIS OF PRESENTATION AND OTHER INFORMATION | NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION The accompanying unaudited condensed consolidated financial statements of 1847 Holdings LLC (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The December 31, 2022 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 11, 2023. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Recent Accounting Pronouncements [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2—RECENT ACCOUNTING PRONOUNCEMENTS The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company has evaluated all recent accounting pronouncements and determined that the adoption of pronouncements applicable to the Company has not had or is not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 3 Months Ended |
Mar. 31, 2023 | |
Liquidity and Going Concern Assessment [Abstract] | |
LIQUIDITY AND GOING CONCERN ASSESSMENT | NOTE 3—LIQUIDITY AND GOING CONCERN ASSESSMENT Management assesses liquidity and going concern uncertainty in the Company’s condensed consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. As of March 31, 2023, the Company had cash and cash equivalents of $2,297,927. For the three months ended March 31, 2023, the Company incurred a loss from operations of $77,833 (before deducting losses attributable to non-controlling interests), cash flows used in operations of $1,851,766, and working capital deficit of $1,235,919. 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 condensed 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 condensed 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. |
Disaggregation of Revenues and
Disaggregation of Revenues and Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
DISAGGREGATION OF REVENUES AND SEGMENT REPORTING | NOTE 4—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING The Company has four 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 Retail and Eyewear Segment provides a wide variety of eyewear products (non-prescription reading glasses, sunglasses, blue light blocking eyewear, sun readers and outdoor specialty sunglasses). 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 three months ended March 31, 2023 and 2022 are disaggregated as follows: Three Months Ended March 31, 2023 Retail and Retail and Construction Automotive Total Revenues Appliances $ 2,144,825 $ - $ - $ - $ 2,144,825 Appliance accessories, parts, and other 293,110 - - - 293,110 Eyewear - 2,792,712 - - 2,792,712 Automotive horns - - - 995,417 995,417 Automotive lighting - - - 264,749 264,749 Custom cabinets and countertops - - 2,116,182 - 2,116,182 Finished carpentry - - 6,796,543 - 6,796,543 Total Revenues $ 2,437,935 $ 2,792,712 $ 8,912,725 $ 1,260,166 $ 15,403,538 Three Months Ended March 31, 2022 Retail and Retail and Construction Automotive Total Revenues Appliances $ 2,204,625 $ - $ - $ - $ 2,204,625 Appliance accessories, parts, and other 316,159 - - - 316,159 Eyewear - - - - - Automotive horns - - - 1,199,856 1,199,856 Automotive lighting - - - 442,135 442,135 Custom cabinets and countertops - - 4,167,801 - 4,167,801 Finished carpentry - - 3,743,302 - 3,743,302 Total Revenues $ 2,520,784 $ - $ 7,911,103 $ 1,641,991 $ 12,073,878 Segment information for the three months ended March 31, 2023 and 2022 are as follows: Three Months Ended March 31, 2023 Retail and Retail and Construction Automotive Corporate Total Revenues $ 2,437,935 $ 2,792,712 $ 8,912,725 $ 1,260,166 $ - $ 15,403,538 Operating Expenses Cost of revenues 1,813,783 1,667,442 5,375,027 710,256 - 9,566,508 Personnel 273,204 806,644 1,771,936 332,320 (157,911 ) 3,026,193 Depreciation and amortization 46,603 62,078 412,989 51,939 - 573,609 General and administrative 425,601 177,803 1,093,322 337,233 281,102 2,315,061 Total Operating Expenses 2,559,191 2,713,967 8,653,274 1,431,748 123,191 15,481,371 Income (loss) from operations $ (121,256 ) $ 78,745 $ 259,451 $ (171,582 ) $ (123,191 ) $ (77,833 ) Three Months Ended March 31, 2022 Retail and Retail and Construction Automotive Corporate Total Revenues $ 2,520,784 $ - $ 7,911,103 $ 1,641,991 $ - $ 12,073,878 Operating Expenses Cost of revenues 1,871,450 - 4,879,591 998,089 - 7,749,130 Personnel 230,388 - 1,134,210 300,328 (87,226 ) 1,577,700 Depreciation and amortization 79,797 - 379,704 51,870 - 511,371 General and administrative 449,494 - 1,116,558 386,781 213,374 2,166,207 Total Operating Expenses 2,631,129 - 7,510,063 1,737,068 126,148 12,004,408 Income (loss) from operations $ (110,345 ) $ - $ 401,040 $ (95,077 ) $ (126,148 ) $ 69,470 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5—PROPERTY AND EQUIPMENT Property and equipment at March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Equipment and machinery $ 1,403,817 $ 1,403,817 Office furniture and equipment 156,960 156,960 Transportation equipment 883,077 883,077 Displays 595,841 - Leasehold improvements 180,032 166,760 Total property and equipment 3,219,727 2,610,614 Less: Accumulated depreciation (934,325 ) (725,408 ) Property and equipment, net $ 2,285,402 $ 1,885,206 Depreciation expense for the three months ended March 31, 2023 and 2022 was $208,917 and $146,679, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6—INTANGIBLE ASSETS Intangible assets at March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Customer relationships $ 9,024,000 $ 9,024,000 Marketing-related 2,992,000 2,684,000 Technology-related 623,000 623,000 Total intangible assets 12,639,000 12,331,000 Less: accumulated amortization (2,710,563 ) (2,345,871 ) Intangible assets, net $ 9,928,437 $ 9,985,129 Amortization expense for the three months ended March 31, 2023 and 2022 was $364,692, respectively. Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2023: Year Ending December 31, Amount 2023 - remaining $ 1,094,076 2024 1,458,768 2025 1,325,778 2026 1,150,640 2027 909,142 Thereafter 3,990,032 Total $ 9,928,437 |
Selected Account Information
Selected Account Information | 3 Months Ended |
Mar. 31, 2023 | |
Selected Account Information [Abstract] | |
SELECTED ACCOUNT INFORMATION | NOTE 7—SELECTED ACCOUNT INFORMATION Receivables Receivables at March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Trade accounts receivable $ 6,953,068 $ 4,867,749 Vendor rebates receivable 3,260 460 Credit card payments in process of settlement 160,353 102,917 Retainage 724,025 603,442 Total receivables 7,840,706 5,574,568 Allowance for doubtful accounts (359,000 ) (359,000 ) Total receivables, net $ 7,481,706 $ 5,215,568 Inventories Inventories at March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Appliances $ 1,972,631 $ 2,155,839 Eyewear 9,768,324 - Automotive 1,042,267 934,683 Construction 1,706,563 1,519,345 Total inventories 14,489,785 4,609,867 Less reserve for obsolescence (425,848 ) (425,848 ) Total inventories, net $ 14,033,937 $ 4,184,019 Inventory balances are composed of finished goods. Raw materials and work in process inventory are immaterial to the condensed consolidated financial statements. Accounts payable and accrued expenses Accounts payable and accrued expenses at March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, Trade accounts payable $ 8,555,914 $ 4,129,393 Credit cards payable 57,090 357,964 Accrued payroll liabilities 898,781 824,369 Accrued interest 1,891,786 1,179,875 Accrued dividends 97,568 136,052 Other accrued liabilities 965,312 114,116 Total accounts payable and accrued expenses $ 12,466,451 $ 6,741,769 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Lease [Abstract] | |
LEASES | NOTE 8—LEASES Operating Leases The following was included in the condensed consolidated balance sheets at March 31, 2023 and December 31, 2022: March 31, December 31, Operating lease right-of-use assets $ 2,668,680 $ 2,854,196 Lease liabilities, current portion 718,868 713,100 Lease liabilities, long-term 2,052,170 2,237,797 Total operating lease liabilities $ 2,771,038 $ 2,950,897 Weighted-average remaining lease term (months) 44 47 Weighted average discount rate 4.35 % 4.36 % Rent expense for the three months ended March 31, 2023 and 2022 was $340,592 and $235,438, respectively. As of March 31, 2023, maturities of operating lease liabilities were as follows: Year Ending December 31, Amount 2023 - remaining $ 617,178 2024 846,987 2025 802,413 2026 512,756 2027 228,889 Thereafter - Total 3,008,223 Less: imputed interest (237,185 ) Total operating lease liabilities $ 2,771,038 Finance Leases As of March 31, 2023, maturities of financing lease liabilities were as follows: Year Ending December 31, Amount 2023 - remaining $ 176,013 2024 218,099 2025 211,332 2026 211,332 2027 210,042 Thereafter 28,833 Total 1,055,651 Less: amount representing interest (131,229 ) Present value of minimum lease payments $ 924,422 As of March 31, 2023, the weighted-average remaining lease term for all finance leases is 4.80 years. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination [Abstract] | |
BUSINESS COMBINATIONS | NOTE 9—BUSINESS COMBINATIONS 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. entered into an agreement and plan of merger with ICU Eyewear Holdings, Inc. (“ICU Eyewear”) 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, 1847 ICU Acquisition Sub Inc. merged with and into ICU Eyewear, with ICU Eyewear surviving the merger as a wholly owned subsidiary of 1847 ICU. The merger consideration paid by 1847 ICU to the stockholders of ICU Eyewear consists of (i) $4,000,000 in cash, minus any unpaid debt of ICU Eyewear and certain transaction expenses, and (ii) 6% subordinated promissory notes in the aggregate principal amount of $500,000. The Company accounted for the acquisition using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. In accordance with ASC 805, the Company used its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill is measured as the excess of the purchase consideration over the fair value of the net tangible assets and identifiable assets acquired, or if the fair value of the net assets acquired exceeds the purchase consideration, a bargain purchase gain is recorded. The preliminary fair value of the purchase consideration issued to the ICU Eyewear stockholders was allocated to the net tangible assets acquired. The preliminary fair value of the net assets acquired was $7,139,861. The preliminary fair value of the net assets acquired exceeded the purchase consideration, resulting in a bargain purchase gain of $2,639,861. For the three months ended March 31, 2023, ICU Eyewear contributed revenue of $2,792,712 and net income of $2,581,437, which are included in our condensed consolidated statements of operations for the three months ended March 31, 2023. The table below represents the estimated preliminary purchase price allocation to the net assets acquired: Provisional purchase consideration at preliminary fair value: Cash $ 4,000,000 Notes payable 500,000 Amount of consideration $ 4,500,000 Assets acquired and liabilities assumed at preliminary fair value Cash $ 329,113 Accounts receivable 1,922,052 Inventory 9,997,332 Prepaids and other current assets 79,777 Property and equipment 545,670 Other assets 74,800 Marketing related intangibles 308,000 Accounts payable and accrued expenses (6,116,883 ) Net tangible assets acquired $ 7,139,861 Consideration paid 4,500,000 Preliminary gain on bargain purchase $ (2,639,861 ) Pro Forma Information The following unaudited pro forma results presented below include the effects of the ICU Eyewear acquisition as if it had been consummated as of January 1, 2022, with adjustments to give effect to pro forma events that are directly attributable to this acquisition. Three Months Ended 2023 2022 Revenues $ 17,479,875 $ 18,561,294 Net loss 1,027,971 (441,479 ) Net loss attributable to common shareholders (904,841 ) (522,516 ) Loss per share attributable to common shareholders: Basic $ (0.20 ) $ (0.11 ) Diluted $ (0.20 ) $ (0.11 ) 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 | 3 Months Ended |
Mar. 31, 2023 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 10—NOTES PAYABLE 6% Subordinated Promissory Notes As part of the consideration paid in the acquisition of ICU Eyewear, 1847 ICU issued the sellers 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 Eyewear or (iv) a change of control (as defined in the notes) of 1847 ICU or ICU Eyewear. The notes are unsecured and subordinated to all senior indebtedness. Revolving Line of Credit On February 9, 2023, 1847 ICU and ICU Eyewear 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 Eyewear 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 borrowers may voluntarily prepay the entire unpaid principal amount of the note without premium or penalty; provided that in the event that we make such prepayment on or before February 9, 2024, then the borrowers must pay certain fees set forth in the note. The note is secured by all of the assets of 1847 ICU and ICU Eyewear. 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 borrowers default under any agreement or contract with a third party which default would result in a liability to us 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 borrowers 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 (each as defined in the loan and security 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. 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 and (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) for total cash proceeds of $540,000. As additional consideration, the Company issued an aggregate of 125,833 common shares to the investors as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 892 common shares at an exercise price of $5.25 (subject to adjustment). Accordingly, a portion of the proceeds were allocated to the warrants and common shares based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation (see Note 12). On February 9, 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 $2,557,575 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) for total cash proceeds of $2,271,818. As additional consideration, the Company 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), which were issued as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 11,923 common shares at an exercise price of $5.25 (subject to adjustment). Accordingly, a portion of the proceeds were allocated to the warrants and common shares based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation (see Note 12). On February 22, 2023, the Company entered into securities purchase agreement with one accredited investor, pursuant to which the Company issued to such investor (i) a promissory note in the principal amount of $878,000 and (ii) five-year warrants for the purchase of an aggregate of 182,917 common shares at an exercise price of $4.20 per share (subject to adjustment) for total cash proceeds of $737,700. As additional consideration, the Company issued a five-year warrant for the purchase of 198,343 common shares at an exercise price of $0.01 per share (subject to adjustment) to the investor as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 7,526 common shares at an exercise price of $5.25 (subject to adjustment). Accordingly, a portion of the proceeds were allocated to the warrants based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation (see Note 12). 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 1,303,316 common shares, and 415,605 common shares for net proceeds of $3,549,518. These 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 become 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). Purchase and Sale of Future Receivables Agreement On March 31, 2023, the Company and its subsidiary 1847 Cabinet Inc. (“1847 Cabinet”) entered into a non-recourse funding agreement with a third-party for the sale of future receivables totaling $1,965,000 for net cash proceeds of $1,410,000. The Company is required to make weekly ACH payments in the amount of $39,300. The agreement also allows for the third-party to file UCCs securing their interest in the receivables and includes customary events of default. The Company recorded a debt discount of $555,000, which will be amortized under the effective interest method. The Company is utilizing the prospective method to account for subsequent changes in the estimated future payments, whereby if there is a change in the estimated future cash flows, a new effective interest rate is determined based on the revised estimate of remaining cash flows. As of March 31, 2023 the effective interest rate was approximately 72%. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 11—RELATED PARTIES Related Party Notes Payable On September 30, 2020, a portion of the purchase price for the acquisition of Kyle’s Custom Wood Shop, Inc. (“Kyle’s”) was paid by the issuance of a promissory note by 1847 Cabinet to the 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 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 sellers no later than October 1, 2022. On March 30, 2023, the Company entered into an amendment to the conversion agreement, 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. 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 three months ended March 31, 2023 and 2022. Offsetting Management Services Agreements The Company’s subsidiary 1847 Asien Inc. (“1847 Asien”) entered into an offsetting management services agreement with the Manager on May 28, 2020, 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), the Company’s subsidiary 1847 Wolo Inc. (“1847 Wolo”) entered into an offsetting management services agreement with the Manager on March 30, 2021 and 1847 ICU entered into an offsetting management services agreement with the Manager on February 9, 2023. Pursuant to the offsetting management services agreements, each of 1847 Asien, 1847 Wolo and 1847 ICU appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement) and 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $125,000 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 $75,000 and for the three months ended March 31, 2023 and 2022. 1847 Cabinet expensed management fees of $125,000 and for the three months ended March 31, 2023 and 2022. 1847 Wolo expensed management fees of $75,000 and for the three months ended March 31, 2023 and 2022. 1847 ICU expensed management fees of $0 and for the three months ended March 31, 2023. On a consolidated basis, the Company expensed total management fees of $275,000 for the three months ended March 31, 2023 and 2022. Advances From time to time, the Company has received advances from its chief executive officer to meet short-term working capital needs. As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, 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 Stephen Mallatt, Jr. and Rita Mallatt, the sellers of Kyle’s, 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. The total rent expense under this related party lease was $21,777 for the three months ended March 31, 2023 and 2022. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 12—SHAREHOLDERS’ EQUITY (DEFICIT) Series A Senior Convertible Preferred Shares During the three months ended March 31 2023, the Company accrued dividends attributable to the series A senior convertible preferred shares in the amount of $110,045 and settled $152,668 of previously accrued dividends through the issuance of common shares (see below). As of March 31, 2023 and December 31, 2022, the Company had 1,593,940 series A senior convertible preferred shares issued and outstanding. Series B Senior Convertible Preferred Shares During the three months ended March 31 2023, the Company accrued dividends attributable to the series B senior convertible preferred shares in the amount of $52,820 and paid $48,681 of previously accrued dividends. As of March 31, 2023 and December 31, 2022, the Company had 464,899 series B senior convertible preferred shares issued and outstanding. Common Shares As of March 31, 2023 and December 31, 2022, the Company was authorized to issue 500,000,000 common shares. As of March 31, 2023 and December 31, 2022, the Company had 4,655,636 and 4,079,137 common shares issued and outstanding, respectively. On January 30, 2023, the Company issued an aggregate of 99,505 common shares to the holders of the series A senior convertible preferred shares, in settlement of $152,668 of accrued dividends. Pursuant to the series A senior convertible preferred shares designations, dividends payable in common shares shall be calculated based on a price equal to eighty percent (80%) of the volume weighted average price for the common shares on the Company’s principal trading market during the five (5) trading days immediately prior to the applicable dividend payment date. On February 3, 2023 and February 9, 2023, the Company issued an aggregate of 415,605 common shares to two accredited investors as a commitment fee (see Note 10). On February 13, 2023, the Company issued 61,389 common shares upon the cashless exercises of warrants. Warrants 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. As a result of the issuance of warrants as a dividend to common shareholders, the Company recognized a deemed dividend of approximately $0.6 million, which was calculated using a Black-Scholes pricing model. On February 3, 2023 (as described in Note 10), 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 and (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) for total cash proceeds of $540,000. As additional consideration, the Company issued an aggregate of 125,833 common shares to the investors as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 892 common shares at an exercise price of $5.25 (subject to adjustment). Accordingly, a portion of the proceeds were allocated to the warrants and common shares based on their 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 162.3%; (iii) weighted average risk-free interest rate of 4.1%; (iv) expected life of five years; (v) estimated fair value of the common shares of $1.93 per share; (vi) exercise price ranging from $4.20 to $5.25; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $222,129 and the fair value of the commitment shares was $242,858, resulting in the amount allocated to the warrants and commitment shares, based on their relative fair value of $218,172, which was recorded as additional paid-in capital. On February 9, 2023 (as described in Note 10), 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 $2,557,575 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) for total cash proceeds of $2,271,818. As additional consideration, the Company 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), which were issued as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 11,923 common shares at an exercise price of $5.25 (subject to adjustment). Accordingly, a portion of the proceeds were allocated to the warrants and common shares based on their 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 162.0%; (iii) weighted average risk-free interest rate of 4.3%; (iv) expected life of five years; (v) estimated fair value of the common shares of $1.80 per share; (vi) exercise price ranging from $0.01 to $5.25; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $1,323,774 and the fair value of the commitment shares was $521,590, resulting in the amount allocated to the warrants and commitment shares, based on their relative fair value of $879,829, which was recorded as additional paid-in capital. On February 22, 2023 (as described in Note 10), the Company entered into securities purchase agreement with one accredited investor, pursuant to which the Company issued to such investor (i) a promissory note in the aggregate principal amount of $878,000 and (ii) five-year warrants for the purchase of an aggregate of 182,917 common shares at an exercise price of $4.20 per share (subject to adjustment) for total cash proceeds of $737,700. As additional consideration, the Company issued five-year warrants for the purchase of an aggregate of 198,343 common shares at an exercise price of $0.01 per share (subject to adjustment) to the investor as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 7,526 common shares at an exercise price of $5.25 (subject to adjustment). Accordingly, a portion of the proceeds were allocated to the warrants based on their 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 161.6%; (iii) weighted average risk-free interest rate of 4.5%; (iv) expected life of five years; (v) estimated fair value of the common shares of $1.51 per share; (vi) exercise price ranging from $0.01 to $5.25; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $556,485, resulting in the amount allocated to the warrants, based on their relative fair value of $261,945, which was recorded as additional paid-in capital. As a result of the issuance of common shares in settlement of series A senior convertible preferred shares accrued dividends on January 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $1.53 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of approximately $1.2 million, which was calculated using a Black-Scholes pricing model. Below is a table summarizing the changes in warrants outstanding during the three months ended March 31, 2023: Warrants Weighted- Outstanding at December 31, 2022 3,068,919 $ 4.14 Granted 1,711,188 3.13 Exercised (62,500 ) (0.04 ) Outstanding at March 31, 2023 4,717,607 $ 2.11 Exercisable at March 31, 2023 4,309,735 $ 1.92 As of March 31, 2023, the outstanding warrants have a weighted average remaining contractual life of 2.31 years and a total intrinsic value of $432,570. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 13—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 three months ended March 31, 2023 and 2022 consisted of the following: Three Months Ended 2023 2022 Net loss attributable to common shareholders’ $ (885,331 ) $ (1,008,245 ) Loss per common share attributable to 1847 holdings common shareholders’ Basic and diluted $ (0.20 ) $ (0.21 ) Weighted-average common shares outstanding Basic and diluted 4,419,917 4,915,655 For the three months ended March 31, 2023, there were 8,991,587 potential common share equivalents from warrants excluded from the diluted earnings per share calculations as their effect is anti-dilutive. For the three months ended March 31, 2022, there were 5,217,882 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14—SUBSEQUENT EVENTS 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. Common Share Issuances On April 30, 2023, the Company issued 187,075 common shares as payment of dividends on the series A senior convertible preferred shares. On May 10, 2023, the Company issued 232,216 common shares upon the exercise of warrants. Amendments to Securities Purchase Agreements On May 15, 2023, the Company entered into amendments to the securities purchase agreements relating to the series A senior convertible preferred shares and series B senior convertible preferred shares, pursuant to which the securities purchase agreements were amended to include a provision requiring the exercise of warrants issued pursuant to such securities purchase agreements for the issuance of a number of common shares equal to the quotient of (i) eighty percent (80%) of the Black Scholes Value of the warrants divided by (ii) the applicable exercise price of the warrants. The Company expects to issue a forced exercise notice on May 16, 2023 with the requisite shares being issued on May 17, 2023. The Company is effecting the forced exercise in part to eliminate the anti-dilution adjustment provisions of the warrants, including the “exploding” feature of the warrants issued in connection with the series A preferred financing which would result not just in the exercise price of the warrants being reduced, but in the number of underlying warrant shares being increased proportionately. We seek to acquire controlling interests in small businesses that we believe operate in industries with long-term macroeconomic growth opportunities, and that have positive and stable earnings and cash flows, face minimal threats of technological or competitive obsolescence and have strong management teams largely in place. We believe that private company operators and corporate parents looking to sell their businesses will consider us to be an attractive purchaser of their businesses. We make these businesses our majority-owned subsidiaries and actively manage and grow such businesses. We expect to improve our businesses over the long term through organic growth opportunities, add-on acquisitions and operational improvements. |
Disaggregation of Revenues an_2
Disaggregation of Revenues and Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
Schedule of revenues | Three Months Ended March 31, 2023 Retail and Retail and Construction Automotive Total Revenues Appliances $ 2,144,825 $ - $ - $ - $ 2,144,825 Appliance accessories, parts, and other 293,110 - - - 293,110 Eyewear - 2,792,712 - - 2,792,712 Automotive horns - - - 995,417 995,417 Automotive lighting - - - 264,749 264,749 Custom cabinets and countertops - - 2,116,182 - 2,116,182 Finished carpentry - - 6,796,543 - 6,796,543 Total Revenues $ 2,437,935 $ 2,792,712 $ 8,912,725 $ 1,260,166 $ 15,403,538 Three Months Ended March 31, 2022 Retail and Retail and Construction Automotive Total Revenues Appliances $ 2,204,625 $ - $ - $ - $ 2,204,625 Appliance accessories, parts, and other 316,159 - - - 316,159 Eyewear - - - - - Automotive horns - - - 1,199,856 1,199,856 Automotive lighting - - - 442,135 442,135 Custom cabinets and countertops - - 4,167,801 - 4,167,801 Finished carpentry - - 3,743,302 - 3,743,302 Total Revenues $ 2,520,784 $ - $ 7,911,103 $ 1,641,991 $ 12,073,878 |
Schedule of segment information | Three Months Ended March 31, 2023 Retail and Retail and Construction Automotive Corporate Total Revenues $ 2,437,935 $ 2,792,712 $ 8,912,725 $ 1,260,166 $ - $ 15,403,538 Operating Expenses Cost of revenues 1,813,783 1,667,442 5,375,027 710,256 - 9,566,508 Personnel 273,204 806,644 1,771,936 332,320 (157,911 ) 3,026,193 Depreciation and amortization 46,603 62,078 412,989 51,939 - 573,609 General and administrative 425,601 177,803 1,093,322 337,233 281,102 2,315,061 Total Operating Expenses 2,559,191 2,713,967 8,653,274 1,431,748 123,191 15,481,371 Income (loss) from operations $ (121,256 ) $ 78,745 $ 259,451 $ (171,582 ) $ (123,191 ) $ (77,833 ) Three Months Ended March 31, 2022 Retail and Retail and Construction Automotive Corporate Total Revenues $ 2,520,784 $ - $ 7,911,103 $ 1,641,991 $ - $ 12,073,878 Operating Expenses Cost of revenues 1,871,450 - 4,879,591 998,089 - 7,749,130 Personnel 230,388 - 1,134,210 300,328 (87,226 ) 1,577,700 Depreciation and amortization 79,797 - 379,704 51,870 - 511,371 General and administrative 449,494 - 1,116,558 386,781 213,374 2,166,207 Total Operating Expenses 2,631,129 - 7,510,063 1,737,068 126,148 12,004,408 Income (loss) from operations $ (110,345 ) $ - $ 401,040 $ (95,077 ) $ (126,148 ) $ 69,470 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | March 31, December 31, Equipment and machinery $ 1,403,817 $ 1,403,817 Office furniture and equipment 156,960 156,960 Transportation equipment 883,077 883,077 Displays 595,841 - Leasehold improvements 180,032 166,760 Total property and equipment 3,219,727 2,610,614 Less: Accumulated depreciation (934,325 ) (725,408 ) Property and equipment, net $ 2,285,402 $ 1,885,206 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule Of Estimated Annual Amortization Expense [Abstract] | |
Schedule of intangible assets | March 31, December 31, Customer relationships $ 9,024,000 $ 9,024,000 Marketing-related 2,992,000 2,684,000 Technology-related 623,000 623,000 Total intangible assets 12,639,000 12,331,000 Less: accumulated amortization (2,710,563 ) (2,345,871 ) Intangible assets, net $ 9,928,437 $ 9,985,129 |
Schedule of estimated annual amortization expense | Year Ending December 31, Amount 2023 - remaining $ 1,094,076 2024 1,458,768 2025 1,325,778 2026 1,150,640 2027 909,142 Thereafter 3,990,032 Total $ 9,928,437 |
Selected Account Information (T
Selected Account Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Selected Account Information [Abstract] | |
Schedules of receivables | March 31, December 31, Trade accounts receivable $ 6,953,068 $ 4,867,749 Vendor rebates receivable 3,260 460 Credit card payments in process of settlement 160,353 102,917 Retainage 724,025 603,442 Total receivables 7,840,706 5,574,568 Allowance for doubtful accounts (359,000 ) (359,000 ) Total receivables, net $ 7,481,706 $ 5,215,568 |
Schedule of inventories | March 31, December 31, Appliances $ 1,972,631 $ 2,155,839 Eyewear 9,768,324 - Automotive 1,042,267 934,683 Construction 1,706,563 1,519,345 Total inventories 14,489,785 4,609,867 Less reserve for obsolescence (425,848 ) (425,848 ) Total inventories, net $ 14,033,937 $ 4,184,019 |
Schedule of accounts payable and accrued expenses | March 31, December 31, Trade accounts payable $ 8,555,914 $ 4,129,393 Credit cards payable 57,090 357,964 Accrued payroll liabilities 898,781 824,369 Accrued interest 1,891,786 1,179,875 Accrued dividends 97,568 136,052 Other accrued liabilities 965,312 114,116 Total accounts payable and accrued expenses $ 12,466,451 $ 6,741,769 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Lease [Abstract] | |
Schedule of condensed consolidated balance sheets | March 31, December 31, Operating lease right-of-use assets $ 2,668,680 $ 2,854,196 Lease liabilities, current portion 718,868 713,100 Lease liabilities, long-term 2,052,170 2,237,797 Total operating lease liabilities $ 2,771,038 $ 2,950,897 Weighted-average remaining lease term (months) 44 47 Weighted average discount rate 4.35 % 4.36 % |
Schedule of operating lease liabilities | Year Ending December 31, Amount 2023 - remaining $ 617,178 2024 846,987 2025 802,413 2026 512,756 2027 228,889 Thereafter - Total 3,008,223 Less: imputed interest (237,185 ) Total operating lease liabilities $ 2,771,038 |
Schedule of financing lease liabilities | Year Ending December 31, Amount 2023 - remaining $ 176,013 2024 218,099 2025 211,332 2026 211,332 2027 210,042 Thereafter 28,833 Total 1,055,651 Less: amount representing interest (131,229 ) Present value of minimum lease payments $ 924,422 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination [Abstract] | |
Schedule of preliminary purchase price allocation to the net assets acquired | Provisional purchase consideration at preliminary fair value: Cash $ 4,000,000 Notes payable 500,000 Amount of consideration $ 4,500,000 Assets acquired and liabilities assumed at preliminary fair value Cash $ 329,113 Accounts receivable 1,922,052 Inventory 9,997,332 Prepaids and other current assets 79,777 Property and equipment 545,670 Other assets 74,800 Marketing related intangibles 308,000 Accounts payable and accrued expenses (6,116,883 ) Net tangible assets acquired $ 7,139,861 Consideration paid 4,500,000 Preliminary gain on bargain purchase $ (2,639,861 ) |
Schedule of effect to pro forma events | Three Months Ended 2023 2022 Revenues $ 17,479,875 $ 18,561,294 Net loss 1,027,971 (441,479 ) Net loss attributable to common shareholders (904,841 ) (522,516 ) Loss per share attributable to common shareholders: Basic $ (0.20 ) $ (0.11 ) Diluted $ (0.20 ) $ (0.11 ) |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of options | Warrants Weighted- Outstanding at December 31, 2022 3,068,919 $ 4.14 Granted 1,711,188 3.13 Exercised (62,500 ) (0.04 ) Outstanding at March 31, 2023 4,717,607 $ 2.11 Exercisable at March 31, 2023 4,309,735 $ 1.92 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average shares outstanding and the basic and diluted loss per common share attributable to common shareholders | Three Months Ended 2023 2022 Net loss attributable to common shareholders’ $ (885,331 ) $ (1,008,245 ) Loss per common share attributable to 1847 holdings common shareholders’ Basic and diluted $ (0.20 ) $ (0.21 ) Weighted-average common shares outstanding Basic and diluted 4,419,917 4,915,655 |
Liquidity and Going Concern A_2
Liquidity and Going Concern Assessment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Liquidity and Going Concern Assessment [Abstract] | ||
Cash and cash equivalents | $ 2,297,927 | $ 1,079,355 |
Operating loss | 77,833 | |
Cash flows used in operations | 1,851,766 | |
Working capital | $ 1,235,919 |
Disaggregation of Revenues an_3
Disaggregation of Revenues and Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
Reportable segments | 4 |
Disaggregation of Revenues an_4
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of revenues - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||
Appliances | $ 2,144,825 | $ 2,204,625 |
Appliance accessories, parts, and other | 293,110 | 316,159 |
Eyewear | 2,792,712 | |
Automotive horns | 995,417 | 1,199,856 |
Automotive lighting | 264,749 | 442,135 |
Custom cabinets and countertops | 2,116,182 | 4,167,801 |
Finished carpentry | 6,796,543 | 3,743,302 |
Total Revenues | 15,403,538 | 12,073,878 |
Retail & Appliances [Member] | ||
Revenues | ||
Appliances | 2,144,825 | 2,204,625 |
Appliance accessories, parts, and other | 293,110 | 316,159 |
Eyewear | ||
Automotive horns | ||
Automotive lighting | ||
Custom cabinets and countertops | ||
Finished carpentry | ||
Total Revenues | 2,437,935 | 2,520,784 |
Retail & Eyewear [Member] | ||
Revenues | ||
Appliances | ||
Appliance accessories, parts, and other | ||
Eyewear | 2,792,712 | |
Automotive horns | ||
Automotive lighting | ||
Custom cabinets and countertops | ||
Finished carpentry | ||
Total Revenues | 2,792,712 | |
Construction [Member] | ||
Revenues | ||
Appliances | ||
Appliance accessories, parts, and other | ||
Eyewear | ||
Automotive horns | ||
Automotive lighting | ||
Custom cabinets and countertops | 2,116,182 | 4,167,801 |
Finished carpentry | 6,796,543 | 3,743,302 |
Total Revenues | 8,912,725 | 7,911,103 |
Automotive Supplies [Member] | ||
Revenues | ||
Appliances | ||
Appliance accessories, parts, and other | ||
Eyewear | ||
Automotive horns | 995,417 | 1,199,856 |
Automotive lighting | 264,749 | 442,135 |
Custom cabinets and countertops | ||
Finished carpentry | ||
Total Revenues | $ 1,260,166 | $ 1,641,991 |
Disaggregation of Revenues an_5
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of segment information - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of segment information [Abstract] | ||
Revenues | $ 15,403,538 | $ 12,073,878 |
Operating Expenses | ||
Cost of revenues | 9,566,508 | 7,749,130 |
Personnel | 3,026,193 | 1,577,700 |
Depreciation and amortization | 573,609 | 511,371 |
General and administrative | 2,315,061 | 2,166,207 |
Total Operating Expenses | 15,481,371 | 12,004,408 |
Income (loss) from operations | (77,833) | 69,470 |
Retail and Appliances [Member] | ||
Schedule of segment information [Abstract] | ||
Revenues | 2,437,935 | 2,520,784 |
Operating Expenses | ||
Cost of revenues | 1,813,783 | 1,871,450 |
Personnel | 273,204 | 230,388 |
Depreciation and amortization | 46,603 | 79,797 |
General and administrative | 425,601 | 449,494 |
Total Operating Expenses | 2,559,191 | 2,631,129 |
Income (loss) from operations | (121,256) | (110,345) |
Retail and Eyewear [Member] | ||
Schedule of segment information [Abstract] | ||
Revenues | 2,792,712 | |
Operating Expenses | ||
Cost of revenues | 1,667,442 | |
Personnel | 806,644 | |
Depreciation and amortization | 62,078 | |
General and administrative | 177,803 | |
Total Operating Expenses | 2,713,967 | |
Income (loss) from operations | 78,745 | |
Construction [Member] | ||
Schedule of segment information [Abstract] | ||
Revenues | 8,912,725 | 7,911,103 |
Operating Expenses | ||
Cost of revenues | 5,375,027 | 4,879,591 |
Personnel | 1,771,936 | 1,134,210 |
Depreciation and amortization | 412,989 | 379,704 |
General and administrative | 1,093,322 | 1,116,558 |
Total Operating Expenses | 8,653,274 | 7,510,063 |
Income (loss) from operations | 259,451 | 401,040 |
Automotive Supplies [Member] | ||
Schedule of segment information [Abstract] | ||
Revenues | 1,260,166 | 1,641,991 |
Operating Expenses | ||
Cost of revenues | 710,256 | 998,089 |
Personnel | 332,320 | 300,328 |
Depreciation and amortization | 51,939 | 51,870 |
General and administrative | 337,233 | 386,781 |
Total Operating Expenses | 1,431,748 | 1,737,068 |
Income (loss) from operations | (171,582) | (95,077) |
Corporate Services [Member] | ||
Schedule of segment information [Abstract] | ||
Revenues | ||
Operating Expenses | ||
Cost of revenues | ||
Personnel | (157,911) | (87,226) |
Depreciation and amortization | ||
General and administrative | 281,102 | 213,374 |
Total Operating Expenses | 123,191 | 126,148 |
Income (loss) from operations | $ (123,191) | $ (126,148) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 208,917 | $ 146,679 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment [Abstract] | ||
Equipment and machinery | $ 1,403,817 | $ 1,403,817 |
Office furniture and equipment | 156,960 | 156,960 |
Transportation equipment | 883,077 | 883,077 |
Displays | 595,841 | |
Leasehold improvements | 180,032 | 166,760 |
Total property and equipment | 3,219,727 | 2,610,614 |
Less: Accumulated depreciation | (934,325) | (725,408) |
Property and equipment, net | $ 2,285,402 | $ 1,885,206 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortization expense | $ 364,692 | $ 364,692 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Intangible assets gross | $ 12,639,000 | $ 12,331,000 |
Less: accumulated amortization | (2,710,563) | (2,345,871) |
Intangible assets, net | 9,928,437 | 9,985,129 |
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 | 2,992,000 | 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 | Mar. 31, 2023 USD ($) |
Schedule of Estimated Annual Amortization Expense [Abstract] | |
2023 - remaining | $ 1,094,076 |
2024 | 1,458,768 |
2025 | 1,325,778 |
2026 | 1,150,640 |
2027 | 909,142 |
Thereafter | 3,990,032 |
Total | $ 9,928,437 |
Selected Account Information (D
Selected Account Information (Details) - Schedules of receivables - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedules of Receivables [Abstract] | ||
Trade accounts receivable | $ 6,953,068 | $ 4,867,749 |
Vendor rebates receivable | 3,260 | 460 |
Credit card payments in process of settlement | 160,353 | 102,917 |
Retainage | 724,025 | 603,442 |
Total receivables | 7,840,706 | 5,574,568 |
Allowance for doubtful accounts | (359,000) | (359,000) |
Total receivables, net | $ 7,481,706 | $ 5,215,568 |
Selected Account Information _2
Selected Account Information (Details) - Schedule of inventories - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Total inventories | $ 14,489,785 | $ 4,609,867 |
Less reserve for obsolescence | (425,848) | (425,848) |
Total inventories, net | 14,033,937 | 4,184,019 |
Appliances [Member] | ||
Inventory [Line Items] | ||
Total inventories | 1,972,631 | 2,155,839 |
Eyewear [Member] | ||
Inventory [Line Items] | ||
Total inventories | 9,768,324 | |
Automotive [Member] | ||
Inventory [Line Items] | ||
Total inventories | 1,042,267 | 934,683 |
Constructions [Member] | ||
Inventory [Line Items] | ||
Total inventories | $ 1,706,563 | $ 1,519,345 |
Selected Account Information _3
Selected Account Information (Details) - Schedule of accounts payable and accrued expenses - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Payable and Accrued Expenses [Abstract] | ||
Trade accounts payable | $ 8,555,914 | $ 4,129,393 |
Credit cards payable | 57,090 | 357,964 |
Accrued payroll liabilities | 898,781 | 824,369 |
Accrued interest | 1,891,786 | 1,179,875 |
Accrued dividends | 97,568 | 136,052 |
Other accrued liabilities | 965,312 | 114,116 |
Total accounts payable and accrued expenses | $ 12,466,451 | $ 6,741,769 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lease [Abstract] | ||
Rent expense | $ 340,592 | $ 235,438 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of condensed consolidated balance sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Condensed Consolidated Balance Sheets [Abstract] | ||
Operating lease right-of-use assets | $ 2,668,680 | $ 2,854,196 |
Lease liabilities, current portion | 718,868 | 713,100 |
Lease liabilities, long-term | 2,052,170 | 2,237,797 |
Total operating lease liabilities | $ 2,771,038 | $ 2,950,897 |
Weighted-average remaining lease term (months) | 44 months | 47 months |
Weighted average discount rate | 4.35% | 4.36% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of operating lease liabilities | Mar. 31, 2023 USD ($) |
Schedule of Operating Lease Liabilities [Abstract] | |
2023 - remaining | $ 617,178 |
2024 | 846,987 |
2025 | 802,413 |
2026 | 512,756 |
2027 | 228,889 |
Thereafter | |
Total | 3,008,223 |
Less: imputed interest | (237,185) |
Total operating lease liabilities | $ 2,771,038 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of financing lease liabilities | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule of Financing Lease Liabilities [Abstract] | |
2023 - remaining | $ 176,013 |
2024 | 218,099 |
2025 | 211,332 |
2026 | 211,332 |
2027 | 210,042 |
Thereafter | 28,833 |
Total | 1,055,651 |
Less: amount representing interest | (131,229) |
Present value of minimum lease payments | $ 924,422 |
Business Combinations (Details)
Business Combinations (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Combinations (Details) [Line Items] | |
Cash | $ 4,000,000 |
Aggregate principal amount | 500,000 |
Fair value of the net assets | 7,139,861 |
Purchase gain | 2,639,861 |
Revenue | 2,792,712 |
Net income | $ 2,581,437 |
ICU Eyewear [Member] | |
Business Combinations (Details) [Line Items] | |
Percentage of secured promissory note | 6% |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of preliminary purchase price allocation to the net assets acquired | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Provisional purchase consideration at preliminary fair value: | |
Cash | $ 4,000,000 |
Notes payable | 500,000 |
Amount of consideration | 4,500,000 |
Assets acquired and liabilities assumed at preliminary fair value | |
Cash | 329,113 |
Accounts receivable | 1,922,052 |
Inventory | 9,997,332 |
Prepaids and other current assets | 79,777 |
Property and equipment | 545,670 |
Other assets | 74,800 |
Marketing related intangibles | 308,000 |
Accounts payable and accrued expenses | (6,116,883) |
Net tangible assets acquired | 7,139,861 |
Consideration paid | 4,500,000 |
Preliminary gain on bargain purchase | $ (2,639,861) |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of effect to pro forma events - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of effect to pro forma events [Abstract] | ||
Revenues | $ 17,479,875 | $ 18,561,294 |
Net loss | 1,027,971 | (441,479) |
Net loss attributable to common shareholders | $ (904,841) | $ (522,516) |
Loss per share attributable to common shareholders: | ||
Basic (in Dollars per share) | $ (0.2) | $ (0.11) |
Diluted (in Dollars per share) | $ (0.2) | $ (0.11) |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2023 | Feb. 09, 2023 | Feb. 03, 2023 | Sep. 30, 2020 | Feb. 22, 2023 | Mar. 31, 2023 | |
Notes Payable (Details) [Line Items] | ||||||
Aggregate principal amount | $ 2,557,575 | $ 1,260,000 | $ 878,000 | $ 4,039,575 | ||
Interest rate | 12% | 12% | ||||
Increase interest rate | 10% | |||||
Revolving loan | 5,000,000 | |||||
Principal amount | 5,000,000 | |||||
Advance received | 2,063,182 | |||||
Repay amount | 1,963,182 | |||||
Lender fees | $ 100,000 | |||||
Description of revolving line of credit | (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%). | |||||
Excess borrowers amount | $ 25,000 | |||||
Excess amount | $ 10,000 | |||||
Common shares (in Shares) | 532,827 | 182,917 | ||||
Price per share (in Dollars per share) | $ 4.2 | $ 4.2 | ||||
Purchase price | $ 2,271,818 | $ 737,700 | ||||
Aggregate of common shares (in Shares) | 1,303,316 | 289,772 | 1,303,316 | |||
Purchase of common shares | $ 243,055 | $ 198,343 | ||||
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | ||||
Common shares | $ 415,605 | |||||
Net proceeds | $ 3,549,518 | |||||
Interest percentage | 16% | 16% | ||||
Principal interest percentage | 50% | |||||
Conversion price (in Dollars per share) | $ 4.2 | |||||
Conversion price percentage | 80% | |||||
Private Placement [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Aggregate principal amount | $ 604,000 | |||||
Common shares (in Shares) | 125,833 | |||||
Price per share (in Dollars per share) | $ 4.2 | |||||
Purchase price | $ 540,000 | |||||
Aggregate of common shares (in Shares) | 125,833 | |||||
Purchase of common shares | $ 892 | |||||
Exercise price (in Dollars per share) | $ 5.25 | |||||
Minimum [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Conversion price (in Dollars per share) | $ 0.03 | |||||
Cabinet [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Interest rate | 72% | 72% | ||||
Sale of future receivables | $ 1,965,000 | $ 1,965,000 | ||||
Net cash proceeds | 1,410,000 | 1,410,000 | ||||
Payments amount | $ 39,300 | |||||
Debt discount amount | $ 555,000 | |||||
Subordinated Promissory Notes [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Subordinated promissory notes | 6% | |||||
Aggregate principal amount | $ 500,000 | |||||
Interest rate | 6% | 6% | ||||
J.H. Darbie & Co [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Purchase of common shares | $ 11,923 | $ 7,526 | ||||
Exercise price (in Dollars per share) | $ 5.25 | $ 5.25 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Apr. 05, 2023 | Feb. 09, 2023 | Oct. 01, 2022 | Jul. 26, 2022 | Sep. 30, 2020 | Sep. 01, 2020 | Apr. 15, 2013 | Feb. 22, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 03, 2023 | Dec. 31, 2022 | |
Related Parties (Details) [Line Items] | ||||||||||||||
Principal amount | $ 2,557,575 | $ 1,260,000 | $ 878,000 | $ 4,039,575 | ||||||||||
Vested principal | $ 1,001,183 | |||||||||||||
Accrued interest | $ 103,156 | |||||||||||||
Vesting note amount | $ 797,221 | |||||||||||||
Common shares (in Shares) | 289,772 | 125,833 | ||||||||||||
Conversion price per share (in Dollars per share) | $ 4.2 | |||||||||||||
Extinguishment debt amount | $ 303,706 | |||||||||||||
Agreed to pay | $ 558,734 | |||||||||||||
Management fee | $ 0 | $ 0 | ||||||||||||
Total management fees | $ 275,000 | 275,000 | ||||||||||||
Lease agreement, description | Kyle’s entered into an industrial lease agreement with Stephen Mallatt, Jr. and Rita Mallatt, the sellers of Kyle’s, 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. | |||||||||||||
Related party leases | 21,777 | $ 21,777 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Common shares (in Shares) | 189,815 | |||||||||||||
Promissory Note [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Repayment, description | Pursuant to the offsetting management services agreements, each of 1847 Asien, 1847 Wolo and 1847 ICU appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement) and 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $125,000 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. | |||||||||||||
Manager [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Related party advances | $ 74,928 | $ 74,928 | ||||||||||||
Subsequent Event [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Agreed to pay | $ 642,544 | |||||||||||||
Advances [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Related party advances | $ 118,834 | |||||||||||||
Cabinet [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Expensed management fees | 125,000 | |||||||||||||
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”). | |||||||||||||
Asiens [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Expensed management fees | 75,000 | 75,000 | ||||||||||||
Cabinet [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Expensed management fees | 125,000 | |||||||||||||
Wolo [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Expensed management fees | 75,000 | 75,000 | ||||||||||||
ICU [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Expensed management fees | 0 | $ 0 | ||||||||||||
Advances [Member] | ||||||||||||||
Related Parties (Details) [Line Items] | ||||||||||||||
Related party advances | $ 118,834 |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Feb. 22, 2023 | Feb. 09, 2023 | Feb. 03, 2023 | Jan. 30, 2023 | Jan. 03, 2023 | Feb. 22, 2023 | Mar. 31, 2023 | Feb. 13, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Accrued dividends (in Dollars) | $ 152,668 | ||||||||
Common shares authorized | 500,000,000 | 500,000,000 | |||||||
Common shares issued | 4,655,636 | 4,079,137 | |||||||
Common shares outstanding | 4,655,636 | 4,079,137 | |||||||
Issued aggregate shares | 415,605 | 415,605 | 99,505 | ||||||
Weighted average price common shares percentage | 80% | ||||||||
Issued common shares | 61,389 | ||||||||
Issued warrants | 407,872 | ||||||||
Warrants price per share (in Dollars per share) | $ 4.2 | ||||||||
Price per warrants (in Dollars per share) | $ 0.001 | ||||||||
Dividend (in Dollars) | $ 600,000 | ||||||||
Aggregate of common shares | 289,772 | 125,833 | |||||||
Exercise price (in Dollars per share) | $ 0.01 | $ 5.25 | |||||||
Dividend yield | 0% | 0% | 0% | ||||||
Expected volatility | 162% | 162.30% | 161.60% | ||||||
Weighted average risk-free interest rate | 4.30% | 4.10% | 4.50% | ||||||
Estimated fair value of common per share (in Dollars per share) | $ 1.51 | $ 1.8 | $ 1.93 | ||||||
Fair value of warrants (in Dollars) | $ 222,129 | $ 556,485 | |||||||
Fair value of the commitment shares (in Dollars) | $ 521,590 | 242,858 | |||||||
Fair Value Hedges, Net (in Dollars) | $ 879,829 | $ 218,172 | |||||||
Purchase of common shares | 243,055 | ||||||||
Exercise price (in Dollars per share) | $ 0.01 | ||||||||
Purchase of common shares | 198,343 | ||||||||
Additional paid in capital (in Dollars) | $ 261,945 | $ 261,945 | |||||||
Deemed dividend (in Dollars) | $ 1,200,000 | ||||||||
Weighted average remaining contractual life | 2 years 3 months 21 days | ||||||||
Intrinsic value (in Dollars) | $ 432,570 | ||||||||
Promissory Note [Member] | |||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Aggregate principal amount (in Dollars) | $ 878,000 | $ 878,000 | |||||||
Warrant for purchase shares | 182,917 | ||||||||
Exercise price (in Dollars per share) | $ 4.2 | ||||||||
Total purchase price (in Dollars) | $ 737,700 | ||||||||
Warrant [Member] | |||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Fair Value Adjustment of Warrants (in Dollars) | $ 1,323,774 | ||||||||
Outstanding warrants | 1.53 | ||||||||
Minimum [Member] | |||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | $ 4.2 | ||||||
Maximum [Member] | |||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 5.25 | $ 5.25 | $ 5.25 | ||||||
Series A Senior Convertible Preferred Shares [Member] | |||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Convertible preferred shares amount (in Dollars) | 110,045 | ||||||||
Accrued dividends (in Dollars) | $ 152,668 | ||||||||
Preferred stock shares issued | 1,593,940 | 1,593,940 | |||||||
Preferred stock shares outstanding | 1,593,940 | 1,593,940 | |||||||
Series B Senior Convertible Preferred Shares [Member] | |||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Convertible preferred shares amount (in Dollars) | $ 52,820 | ||||||||
Accrued dividends (in Dollars) | $ 48,681 | ||||||||
Preferred stock shares issued | 464,899 | 464,899 | |||||||
Preferred stock shares outstanding | 464,899 | 464,899 | |||||||
Purchase Agreements [Member] | |||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Aggregate principal amount (in Dollars) | $ 2,557,575 | $ 604,000 | |||||||
Warrants term | 5 years | 5 years | |||||||
Aggregate of common shares | 532,827 | 125,833 | |||||||
Exercise price (in Dollars per share) | $ 4.2 | $ 4.2 | |||||||
Total purchase price (in Dollars) | $ 2,271,818 | $ 540,000 | |||||||
J.H. Darbie & Co [Member] | |||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 5.25 | ||||||||
Purchase of common shares | 11,923 | ||||||||
Exercise price (in Dollars per share) | $ 5.25 | ||||||||
Purchase of common shares | 7,526 |
Shareholders_ Equity (Deficit_3
Shareholders’ Equity (Deficit) (Details) - Schedule of options | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Warrants [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of options [Line Items] | |
Warrants, Outstanding Beginning | shares | 3,068,919 |
Warrants, Granted | shares | 1,711,188 |
Warrants, Exercised | shares | (62,500) |
Warrants, Outstanding Ending | shares | 4,717,607 |
Warrants, Exercisable | shares | 4,309,735 |
Weighted- Average Exercise Price [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of options [Line Items] | |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 4.14 |
Weighted Average Exercise Price, Granted | $ / shares | 3.13 |
Weighted- Average Exercise Price, Exercised | $ / shares | (0.04) |
Weighted- Average Exercise Price, Outstanding Ending | $ / shares | 2.11 |
Warrants, Exercisable | $ / shares | $ 1.92 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Potential common share equivalents | 8,991,587 | 5,217,882 |
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 attributable to common shareholders - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of weighted average shares outstanding and the basic and diluted loss per common share attributable to common shareholders[Abstract] | ||
Net loss attributable to common shareholders’ | $ (885,331) | $ (1,008,245) |
Loss per common share attributable to 1847 holdings common shareholders’ | ||
Basic | $ (0.2) | $ (0.21) |
Weighted-average common shares outstanding | ||
Basic | 4,419,917 | 4,915,655 |
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 attributable to common shareholders (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of weighted average shares outstanding and the basic and diluted loss per common share attributable to common shareholders[Abstract] | ||
Diluted | $ (0.2) | $ (0.21) |
Diluted | 4,419,917 | 4,915,655 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 15, 2023 | May 10, 2023 | Apr. 30, 2023 | Apr. 06, 2023 | Mar. 31, 2023 |
Subsequent Events (Details) [Line Items] | |||||
Amendment fee (in Dollars) | $ 84,362 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Subordinated promissory notes | 6% | ||||
Payment of dividends (in Shares) | 187,075 | ||||
Common shares exercise of warrants (in Shares) | 232,216 | ||||
Warrants divided percentage | 80% | ||||
Black Scholes [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Warrants divided percentage | 80% |