Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 19, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | 1847 Holdings LLC | |
Entity Central Index Key | 0001599407 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 3,165,625 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity File Number | 333-193821 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 317,836 | $ 333,880 |
Accounts receivable, net | 2,587,894 | 549,568 |
Inventories, net | 2,688,428 | 487,690 |
Prepaid expenses and other current assets | 597,898 | 145,978 |
TOTAL CURRENT ASSETS | 6,192,056 | 1,517,116 |
Property and equipment, net | 4,012,365 | 4,491,089 |
Operating lease right of use assets | 2,796,957 | |
Goodwill | 6,403,881 | 22,166 |
Intangible assets, net | 18,133 | 21,533 |
Other assets | 45,375 | 375 |
TOTAL ASSETS | 19,468,767 | 6,052,279 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 4,051,714 | 1,203,435 |
Floor plan payable | 21,071 | 109,100 |
Current portion of operating lease liability | 434,990 | |
Advances, related party | 177,483 | 174,333 |
Line of credit | 483,148 | |
Note payable - related party, including accrued interest of $ 12,255 and $7,549 as of June 30, 2019 and December 31, 2018, respectively | 129,255 | 124,549 |
Loan payable, related party - current portion | 680,884 | |
Notes payable - current portion | 1,248,423 | 293,641 |
Uncertain tax liability | 8,000 | |
Warrant liability | 226,644 | |
Promissory notes - current portion | 327,927 | |
Customer deposits | 3,304,048 | |
Current portion of financing lease liability | 322,827 | 299,157 |
TOTAL CURRENT LIABILITIES | 11,408,414 | 2,212,215 |
Non-current notes-payable | 3,104,616 | 3,262,434 |
Operating lease liability - long term | 2,361,967 | |
Promissory note payable - long term | 1,025,000 | 1,025,000 |
Non-current deferred tax liability | 112,770 | 364,601 |
Accrued expenses - long term | 678,819 | 451,857 |
Loan payable, related party - long term | 3,821,574 | |
Financing lease liability, net of current portion | 443,500 | 763,239 |
TOTAL LIABILITIES | 22,956,660 | 8,079,346 |
SHAREHOLDERS DEFICIT | ||
Allocation shares, 1,000 shares issued and outstanding | 1,000 | 1,000 |
Common Shares, 500,000,000 shares authorized, 3,165,625 and 3,115,625 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 3,165 | 3,115 |
Additional paid-in capital | 442,014 | 11,891 |
Accumulated Deficit | (3,348,614) | (2,155,084) |
TOTAL SHAREHOLDERS' DEFICIT | (2,902,435) | (2,139,078) |
NONCONTROLLING INTERESTS | (585,458) | 112,011 |
TOTAL SHAREHOLDERS' DEFICIT | (3,487,893) | (2,027,067) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 19,468,767 | $ 6,052,279 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT LIABILITIES | ||
Note payable - related party, including accrued interest | $ 12,255 | $ 7,549 |
SHAREHOLDERS' DEFICIT | ||
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Common shares, authorized | 500,000,000 | 500,000,000 |
Common shares, issued | 3,165,625 | 3,115,625 |
Common shares, outstanding | 3,165,625 | 3,115,625 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUE | ||||
Services | $ 976,326 | $ 1,005,554 | $ 1,551,724 | $ 1,659,628 |
Sales of parts and equipment | 615,836 | 464,042 | 852,810 | 572,613 |
Furniture and appliances revenue | 10,616,050 | 10,616,050 | ||
TOTAL REVENUE | 12,208,213 | 1,469,596 | 13,020,584 | 2,232,241 |
EXPENSES | ||||
Cost of sales | 9,331,976 | 458,303 | 9,545,726 | 556,591 |
Personnel costs | 1,439,036 | 550,047 | 1,896,233 | 985,011 |
Depreciation and amortization | 349,264 | 348,200 | 688,086 | 707,900 |
Fuel | 171,888 | 212,071 | 360,265 | 378,843 |
General and administrative | 1,710,935 | 426,249 | 2,086,670 | 1,013,500 |
TOTAL EXPENSES | 13,003,099 | 1,994,870 | 14,576,980 | 3,641,845 |
NET LOSS FROM OPERATIONS | (794,886) | (525,274) | (1,556,396) | (1,409,604) |
OTHER INCOME (EXPENSE) | ||||
Financing costs and loss on early extinguishment of debt | (167,406) | (509,992) | (175,506) | (519,955) |
Write-off of contingent consideration | 395,634 | 395,634 | ||
Interest expense | (306,568) | (166,555) | (450,860) | (271,529) |
Change in warrant liability | 2,600 | 2,600 | ||
Other income (expense) | 5,089 | 5,089 | ||
Gain (loss) on sale of fixed assets | 36,117 | 24,224 | (4,008) | |
TOTAL OTHER INCOME (EXPENSES) | (466,285) | (244,796) | (594,453) | (399,858) |
NET LOSS BEFORE INCOME TAXES | (1,261,171) | (770,070) | (2,150,849) | (1,809,462) |
INCOME TAX PROVISION (BENEFIT) | (5,431) | (345,300) | (259,850) | (591,500) |
NET LOSS BEFORE NON-CONTROLLING INTERESTS | (1,255,740) | (424,770) | (1,890,999) | (1,217,962) |
NON-CONTROLLING INTEREST | (430,789) | (187,184) | (697,469) | (451,231) |
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS | $ (824,951) | $ (237,586) | $ (1,193,530) | $ (766,731) |
Net Loss Per Common Share: Basic and diluted | $ (0.26) | $ (0.08) | $ (0.38) | $ (0.25) |
Weighted-average number of common shares outstanding: Basic and diluted | 3,162,322 | 3,115,625 | 3,138,981 | 3,115,625 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) | Common Stock | Allocation Shares | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Shareholders' Deficit |
Beginning Balance, Shares at Dec. 31, 2017 | 3,115,625 | |||||
Beginning Balance, Amount at Dec. 31, 2017 | $ 3,115 | $ 1,000 | $ 11,891 | $ (1,159,724) | $ 658,524 | $ (485,194) |
Net loss | (529,145) | (264,047) | (793,192) | |||
Ending Balance, Shares at Mar. 31, 2018 | 3,115,625 | |||||
Ending Balance, Amount at Mar. 31, 2018 | $ 3,115 | 1,000 | 11,891 | (1,688,869) | 394,477 | (1,278,386) |
Beginning Balance, Shares at Dec. 31, 2017 | 3,115,625 | |||||
Beginning Balance, Amount at Dec. 31, 2017 | $ 3,115 | 1,000 | 11,891 | (1,159,724) | 658,524 | (485,194) |
Ending Balance, Shares at Jun. 30, 2018 | 3,115,625 | |||||
Ending Balance, Amount at Jun. 30, 2018 | $ 3,115 | 1,000 | 11,891 | (1,926,455) | 207,293 | (1,703,156) |
Beginning Balance, Shares at Mar. 31, 2018 | 3,115,625 | |||||
Beginning Balance, Amount at Mar. 31, 2018 | $ 3,115 | 1,000 | 11,891 | (1,688,869) | 394,477 | (1,278,386) |
Net loss | (237,586) | (187,184) | (424,770) | |||
Ending Balance, Shares at Jun. 30, 2018 | 3,115,625 | |||||
Ending Balance, Amount at Jun. 30, 2018 | $ 3,115 | 1,000 | 11,891 | (1,926,455) | 207,293 | (1,703,156) |
Beginning Balance, Shares at Dec. 31, 2018 | 3,115,625 | |||||
Beginning Balance, Amount at Dec. 31, 2018 | $ 3,115 | 1,000 | 11,891 | (2,155,084) | 112,011 | (2,027,067) |
Net loss | (368,579) | (266,680) | (635,259) | |||
Ending Balance, Shares at Mar. 31, 2019 | 3,115,625 | |||||
Ending Balance, Amount at Mar. 31, 2019 | $ 3,115 | 1,000 | 11,891 | (2,523,663) | (154,669) | (2,662,326) |
Beginning Balance, Shares at Dec. 31, 2018 | 3,115,625 | |||||
Beginning Balance, Amount at Dec. 31, 2018 | $ 3,115 | 1,000 | 11,891 | (2,155,084) | 112,011 | (2,027,067) |
Ending Balance, Shares at Jun. 30, 2019 | 3,165,625 | |||||
Ending Balance, Amount at Jun. 30, 2019 | $ 3,165 | 1,000 | 442,014 | (3,348,614) | (585,458) | (3,487,893) |
Beginning Balance, Shares at Mar. 31, 2019 | 3,115,625 | |||||
Beginning Balance, Amount at Mar. 31, 2019 | $ 3,115 | 1,000 | 11,891 | (2,523,663) | (154,669) | (2,662,326) |
Common shares and warrants issued in connection with convertible note payable, Amount | $ 50 | 430,123 | 430,173 | |||
Common shares and warrants issued in connection with convertible note payable, Shares | 50,000 | |||||
Net loss | (824,951) | (430,789) | (1,255,740) | |||
Ending Balance, Shares at Jun. 30, 2019 | 3,165,625 | |||||
Ending Balance, Amount at Jun. 30, 2019 | $ 3,165 | $ 1,000 | $ 442,014 | $ (3,348,614) | $ (585,458) | $ (3,487,893) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING ACTIVITIES | ||
Net loss | $ (1,890,999) | $ (1,217,962) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Gain (loss) on sale of property and equipment | (24,224) | 4,008 |
Depreciation and amortization | 688,086 | 707,900 |
Amortization of financing costs | 106,736 | 91,431 |
Loan contingency write-down | (395,634) | |
Amortization of warrant feature of note payable | 68,770 | |
Amortization of OID interest | 16,205 | |
Amortization of operating lease right of use assets | 19,107 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,246,154) | 10,990 |
Inventory | 315,390 | 89,809 |
Prepaid expenses and other assets | 57,716 | 73,416 |
Accounts payable and accrued expenses | 607,378 | 157,264 |
Impact on lease liability | (19,107) | |
Customer deposits | 1,107,639 | |
Deferred tax liability and prepaid tax | (591,500) | |
Warrant liability | (2,600) | |
Uncertain tax position | (259,831) | |
Due to related parties | 3,150 | (9,145) |
Net cash used in operating activities | (452,738) | (1,079,423) |
INVESTING ACTIVITIES | ||
Cash acquired in acquisition of Goedeker | 1,285,214 | |
Proceeds from the sale of property and equipment | 39,750 | 202,025 |
Purchase of equipment | (14,876) | (2,000) |
Net cash provided by investing activities | 1,310,088 | 200,025 |
FINANCING ACTIVITIES | ||
Repayments of short-term borrowings | (88,029) | |
Proceeds from notes payable | 3,822,316 | |
Repayments of notes payable | (483,266) | (72,267) |
Note Payable - related party | 91,500 | |
Repayment of line of credit | (675,000) | |
Repayment of capital lease | (302,099) | (2,690,155) |
Net cash provided by (used in) financing activities | (873,394) | 476,394 |
NET CHANGE IN CASH | (16,044) | (403,004) |
CASH | ||
Beginning of period | 333,880 | 501,422 |
End of period | $ 317,836 | $ 98,418 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | 1847 Holdings LLC (the “Company”) was formed under the laws of the State of Delaware on January 22, 2013. The Company is in the business of acquiring small businesses in a variety of different industries. On March 3, 2017, the Company’s wholly-owned subsidiary 1847 Neese Inc., a Delaware corporation (“1847 Neese”), entered into a stock purchase agreement with Neese, Inc., an Iowa corporation (“Neese”), and Alan Neese and Katherine Neese, pursuant to which 1847 Neese acquired all of the issued and outstanding capital stock of Neese. On January 10, 2019, the Company established 1847 Goedeker Inc. (“Goedeker”) as a wholly-owned subsidiary in the State of Delaware in connection with the proposed acquisition of assets from Goedeker Television Co., Inc., a Missouri corporation (“Goedeker Television”), described below. On March 20, 2019, the Company established 1847 Goedeker Holdco Inc. (“1847 Holdco”) as a wholly-owned subsidiary in the State of Delaware and subsequently transferred all of its shares in Goedeker to 1847 Holdco, such that Goedeker became a wholly-owned subsidiary of 1847 Holdco. On January 18, 2019, Goedeker entered into an asset purchase agreement with Goedeker Television and Steve Goedeker and Mike Goedeker, pursuant to which, on April 5, 2019, Goedeker acquired substantially all of the assets of Goedeker Television used in its retail appliance and furniture business (see Note 10). As a result, the Company owns 70% of 1847 Holdco, with the remaining 30% held by third-parties in connection with such acquisition. On June 19, 2019, the Company established 1847 PT Inc. (“1847 PT”) as a wholly-owned subsidiary in the State of Delaware in connection with the proposed acquisition of Patriot Transport Inc., Expeditor Systems, Inc., Expeditors, Inc., Top Gear Inc., Leasing Truck Solution Inc., Expeditors Companies Inc., and Patriot Training Facility Inc. (see Note 20). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, 1847 Neese, Neese, 1847 Holdco, Goedeker, 1847 CB and 1847 PT. All significant intercompany balances and transactions have been eliminated in consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The financial statements of the Company have been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2018. Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. Stock Splits On January 22, 2018, the Company completed a 1-for-5 reverse split of its outstanding common shares. As a result of this stock split, the Company’s issued and outstanding common shares decreased from 3,115,500 to 623,125 shares. On May 10, 2018, the Company completed a 5-for-1 forward stock split of its outstanding common shares. As a result of this stock split, the Company’s issued and outstanding common shares increased from 623,125 to 3,115,625 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of these stock splits. Segment Reporting The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting, requires that an enterprise report selected information about reportable segments in its financial reports issued to its stockholders. Beginning with the second quarter of 2019, the Company changed its operating and reportable segments from one segment to two segments: the Land Management Segment and the Retail and Appliances Segment. The Land Management Segment will be responsible for the activities that provide professional services on waste disposal and land application services based in Grand Junction, Iowa. The Retail and Applicances Segment will be responsible for the activities in e-commerce destination for home furnishings, including appliances, furniture, bath and kitchen fixtures, décor, lighting and home goods based in St. Louis, Missouri. In connection with this effort in April 2019, the Company acquired Goedeker (See Note 4). 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 “Holding Company” below and these include costs associated with executive management, financing activities and public company compliance. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation as of and for the three and six months ended June 30, 2019. The Company reclassified certain operating expense accounts in the Consolidated Statement of Operations. The reclassification had no impact on financial position, net income, or shareholder’s equity. Revenue Recognition and Cost of Revenue On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Neese Neese’s payment terms are due on demand from acceptance of delivery. Neese does not incur incremental costs obtaining purchase orders from customers, however, if Neese did, because all of Neese’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that Neese recognizes arises from orders it receives from customers. Neese’s performance obligations under the customer orders correspond to each service delivery or sale of equipment that Neese makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the service or equipment sale to be completed. Control of the delivery transfers to customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, Neese’s products, which generally occurs at the later of when the customer obtains title to the equipment or when the customer assumes risk of loss. The transfer of control generally occurs at a point of delivery. Once this occurs, Neese has satisfied its performance obligation and Neese recognizes revenue. Neese also sells equipment by posting it on auction sites specializing in farm equipment. Neese posts the equipment for sale on a “magazine” site for several weeks before the auction. When Neese decides to sell, it moves the equipment to the auction site. The auctions are one day. If Neese accepts a bid, the customer pays the bid price and arranges for pick-up of the equipment. Transaction Price ‒ Neese agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon service fee. In Neese’s contracts with customers, it allocates the entire transaction price to the service fee to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax Neese collects concurrently with revenue-producing activities are excluded from revenue. If Neese continued to apply legacy revenue recognition guidance for the three and six months ended June 30, 2019, revenues, gross margin, and net loss would not have changed. Substantially all of Neese’s sales are to businesses, including farmers or municipalities and very little to individuals. Disaggregated Revenue ‒ Neese disaggregates revenue from contracts with customers by contract type, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Neese’s revenue by contract type is as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues Trucking $ 511,369 $ 510,422 $ 883,841 $ 1,012,028 Waste hauling 272,028 221,259 376,357 256,030 Repairs 84,679 158,218 137,607 257,297 Other 108,250 115,655 153,919 134,273 Total services 976,326 1,005,554 1,551,724 1,659,628 Sales of parts and equipment 615,836 464,042 852,810 572,613 Total revenue $ 1,592,192 $ 1,469,596 $ 2,404,534 $ 2,232,241 Performance Obligations ‒ Performance obligations for the different types of services are discussed below: · Trucking · Waste Hauling · Repairs · Sales of parts and equipment Accounts Receivable, Net ‒ Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Unbilled receivables of $0 and $139,766 are included in this balance at June 30, 2019 and December 31, 2018, respectively. The payment of consideration related to these unbilled receivables is subject only to the passage of time. Neese reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value. The estimates are based on an analysis of past due receivables, historical bad debt trends, current economic conditions, and customer specific information. After Neese has exhausted all collection efforts, the outstanding receivable balance relating to services provided is written off against the allowance. Additions to the provision for bad debt are charged to expense. Neese determined that an allowance for loss of $29,001 was required at June 30, 2019 and December 31, 2018. Goedeker Goedeker collects the full sales price from the customer at the time the order is placed. Goedeker does not incur incremental costs obtaining purchase orders from customers, however, if Goedeker did, because all Goedeker’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that Goedeker recognizes arises from orders it receives from customers. Goedeker’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Goedeker’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of shipment. Once this occurs, Goedeker has satisfied its performance obligation and Goedeker recognizes revenue. Revenue from the sale of long-term service warranties are recognized net of costs to sell the contracts to the third-party warranty service company. Transaction Price ‒ Goedeker agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Goedeker’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax Goedeker collects concurrently with revenue-producing activities are excluded from revenue. If Goedeker continued to apply legacy revenue recognition guidance for the three and six months ended June 30, 2019, revenues, gross margin, and net loss would not have changed. Cost of revenue includes the cost of purchased merchandise plus the cost of delivering merchandise and where applicable installation, net of promotional rebates and other incentives received from vendors. Substantially all Goedeker’s sales are to individual retail consumers. Disaggregated Revenue ‒ Goedeker disaggregates revenue from contracts with customers by contract type, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Goedeker’s revenue by sales type is as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Appliance sales $ 8,759,916 $ - $ 8,759,916 $ - Furniture sales 1,702,284 - 1,702,284 - Other sales 153,850 - 153,850 - Total revenue $ 10,616,050 $ - $ 10,616,050 $ - Performance Obligations – Goedeker’s performance obligations include delivery of products and, in some instances, performance of services such as installation. Revenue for the sale of merchandise is recognized upon shipment to the customer; or in some instances, upon delivery and installation of the product which typically occur simultaneously. Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. Allowance for Credit Losses Provisions for credit losses are charged to income as losses are estimated to have occurred and in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for future losses on the Company’s accounts receivable. The Company charges credit losses against the allowance and credits subsequent recoveries, if any, to the allowance. Historical loss experience and contractual delinquency of accounts receivables, and management’s judgment are factors used in assessing the overall adequacy of the allowance and the resulting provision for credit losses. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or portfolio performance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available. The allowance for credit losses consists of general and specific components. The general component of the allowance estimates credit losses for groups of accounts receivable on a collective basis and relates to probable incurred losses of unimpaired accounts receivables. The Company records a general allowance for credit losses that includes forecasted future credit losses. Inventory Inventory consists of finished products acquired for resale and is valued at the lower-of-cost-or-market with cost determined on a specific item basis for the Neese and of finished products acquired for resale and is valued at the low-of-cost-or-market with cost determined on a average item basis for Goedeker. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions. The Company estimated an obsolescence allowance of $99,546 at June 30, 2019 and December 31, 2018. Property and Equipment Property and equipment is stated at cost. Depreciation of furniture, vehicles and equipment is calculated using the straight-line method over the estimated useful lives as follows: Useful Life (Years) Building and Improvements 4 Machinery and Equipment 3-7 Tractors 3-7 Trucks and vehicles 3-6 Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 5 Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts, and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2019, the Company classified a warrant issued in conjunction with a term loan as a derivative instrument. (see Note 11). Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the three and six months ended June 30, 2019, the following 919,451 potentially dilutive securities were excluded from diluted loss per share: 200,000 for outstanding warrants and 719,451 related to the convertible note payable and accrued interest. There are no such common share equivalents outstanding as of June 30, 2018. Going Concern Assessment Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward 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. The Company has generated losses since its inception and has relied on cash on hand, external bank lines of credit and the sale of a note to support cashflow from operations. As of and for the six months ended June 30, 2019, the Company had a net loss attributable to 1847 Holdings shareholders of $1,193,530, negative working capital of $5,216,358 and net cash used in operations of $452,738. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of the consolidated financial statements in this Quarterly Report on Form 10-Q, indicate improved operations and the Company’s ability to continue operations as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period. Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Recently Adopted In February 2016, the FASB issued ASU 2016-02, Leases |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 3 - BUSINESS SEGMENTS | Summarized financial information concerning the Company’s reportable segments is presented below: For the Six Months ended June 30, 2019 For the Six Months ended June 30, 2018 Land Management Services Retail & Appliances Corporate Services Total Land Management Services Retail & Appliances Corporate Services Total Revenue Services $ 1,551,724 $ - $ - $ 1,551,724 $ 1,659,628 $ - $ - $ 1,659,628 Sales of parts and equipment 852,810 - - 852,810 572,613 - - 572,613 Furniture and appliances revenue - 10,616,050 - 10,616,050 - - - - Total Revenue 2,404,534 10,616,050 - 13,020,584 2,232,241 - - 2,232,241 Total cost of sales 773,154 8,772,572 - 9,545,726 556,591 - - 556,591 Total operating expenses 2,757,491 2,193,887 79,877 5,031,254 2,872,973 212,281 3,085,254 Loss from operations $ (1,126,110 ) $ (350,409 ) $ (79,877 ) $ (1,556,396 ) $ (1,197,323 ) $ - $ (212,281 ) $ (1,409,604 ) For the Three Months ended June 30, 2019 For Three Months ended June 30, 2018 Land Management Services Retail & Appliances Corporate Services Total Land Management Services Retail & Appliances Corporate Services Total Revenue Services $ 976,327 $ - $ - $ 976,327 $ 1,005,554 $ - - $ 1,005,554 Sales of parts and equipment 615,836 - - 615,836 464,042 - - 464,042 Furniture and appliance revenue - 10,616,050 - 10,616,050 - - - - Total Revenue 1,592,163 10,616,050 - 12,208,213 1,469,596 - - 1,469,596 Total cost of sales 559,404 8,772,572 - 9,331,976 458,303 - - 458,303 Total operating expenses 1,437,654 2,193,887 39,582 3,671,122 1,529,316 - 7,251 1,536,567 Loss from operations $ (404,895 ) $ (350,409 ) $ (39,582 ) $ (794,886 ) $ (518,023 ) $ - $ (7,251 ) $ (525,274 ) |
RECEIVABLES
RECEIVABLES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 4 - RECEIVABLES | At June 30, 2019 and December 31, 2018, receivables consisted of the following: June 30, 2019 December 31, 2018 Credit card payments in process of settlement $ 699,463 $ - Vendor rebates receivable 1,433,491 - Trade receivables from customers 348,228 578,569 Other 135,713 - Total receivables 2,616,895 578,569 Allowance for doubtful accounts (29,001 ) (29,001 ) Accounts receivable, net $ 2,587,894 $ 549,568 Following is a summary of activity in the allowance for doubtful accounts: June 30, 2019 December 31, 2018 Balance at beginning of period $ 29,001 $ 14,001 Provisions for losses - 15,000 Accounts charged-off - - Balance at end of period $ 29,001 $ 29,001 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 5 - INVENTORIES | At June 30, 2019 and December 31, 2018, the inventory balances are composed of: June 30, 2019 December 31, 2018 Machinery and Equipment $ 166,411 $ 427,551 Parts 162,240 159,685 Appliances 2,092,121 - Furniture 326,633 - Other 40,569 - Subtotal 2,787,974 587,236 Allowance for inventory obsolescence (99,546 ) (99,546 ) Inventories, net $ 2,688,428 $ 487,690 Following is a summary of transactions in the allowance for inventory obsolescence: June 30, 2019 December 31, 2018 Balance at beginning of period $ 99,546 $ 70,000 Provisions for obsolescence - 48,000 Write-down in inventory value - (18,454 ) Balance at end of period $ 99,546 $ 99,546 Inventory and accounts receivable are pledged to secure a loan from Home State Bank, SBCC and Burnley Capital described and defined in the notes below. |
DEPOSITS WITH VENDORS
DEPOSITS WITH VENDORS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 6 - DEPOSITS WITH VENDORS | Deposits with vendors represent cash on deposit with one vendor arising from accumulated rebates paid by the vendor. The deposits are used by the vendor to seek to secure the Company’s purchases. The deposit can be withdrawn at any time up to the amount of the Company’s credit line with the vendor. Alternatively, the Company could secure their credit line with a floor plan line from a lender and withdraw all its deposits. The Company has elected to leave the deposits with the vendor on which it earns interest income. In the acquisition of Goedeker Television Co., the Seller retained the vendor deposits. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 7 - PROPERTY AND EQUIPMENT | Property and equipment consist of the following at June 30, 2019 and December 31, 2018: Classification June 30, 2019 December 31, 2018 Buildings and improvements $ 5,338 $ 5,338 Equipment and machinery 3,024,341 2,943,490 Tractors 2,834,888 2,834,888 Trucks and other vehicles 1,147,304 1,147,304 Leasehold improvements 117,626 - Total 7,129,497 6,931,020 Less: Accumulated depreciation (3,117,132 ) (2,439,931 ) Property and equipment, net $ 4,012,365 $ 4,491,089 Depreciation expense for the six months ended June 30, 2019 and 2018 was $684,686 and $704,500, respectively. All property and equipment are pledged to secure loans from Home State Bank, SBCC and Burnley Capital as described and defined in the notes below. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 8 - INTANGIBLE ASSETS | The following provides a breakdown of identifiable intangible assets as of June 30, 2019 and December 31, 2018: Customer Relationships June 30, 2019 December 31, 2018 Identifiable intangible assets, gross $ 34,000 $ 34,000 Accumulated amortization (15,867 ) (12,467 ) Identifiable intangible assets, net $ 18,133 $ 21,533 In connection with the acquisition of Neese, the Company identified intangible assets of $34,000 representing customer relationships. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 5 years and amortization expense amounted to $3,400 for the six months ended June 30, 2019 and 2018. As of June 30, 2019, the estimated annual amortization expense for each of the next four fiscal years is as follows: 2019 (remainder) $ 3,400 2020 6,800 2021 6,800 2022 1,133 Total $ 18,133 |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 9 - ACQUISITION | On January 18, 2019, Goedeker entered into an asset purchase agreement with Goedeker Television and Steve Goedeker and Mike Goedeker (the “Stockholders”), pursuant to which Goedeker agreed to acquire substantially all of the assets of Goedeker Television used in its retail appliance and furniture business (the “Goedeker Business”). On April 5, 2019, Goedeker, 1847 Holdco, Goedeker and the Stockholders entered into an amendment to the asset purchase agreement (as amended, the “Goedeker Purchase Agreement”) and closing of the acquisition of substantially all of the assets of Goedeker used in the Goedeker Business was completed (the “Acquisition”). The aggregate purchase price was $6,200,000 consisting of: (i) $1,500,000 in cash, subject to adjustment; (ii) the issuance of a promissory note in the principal amount of $4,100,000; and (iii) up to $600,000 in Earn Out Payments (as defined below). As additional consideration, 1847 Holdco agreed to issue to each of the Stockholders a number of shares of its common stock equal to a 11.25% non-dilutable interest (22.5% total) in all of the issued and outstanding stock of 1847 Holdco as of the closing date. The cash portion was decreased by the amount of outstanding indebtedness of Goedeker Television for borrowed money existing as of the closing. As a result, the cash portion was adjusted to $478,000. In addition, the cash portion of the purchase price is subject to a customary post-closing working capital adjustment provision with a target working capital of $(1,802,000) (negative amount). Pursuant to the Goedeker Purchase Agreement, the parties agreed to cooperate in determining a reasonable arrangement designed to provide Goedeker with the benefits under the Digital Marketing Agreement between Goedeker Television and Power Digital Marketing. In consideration for Goedeker Television so cooperating, Goedeker agreed to pay to Goedeker Television a total of $20,000, which amount Goedeker Television will use to pay Power Digital Marketing for amounts due under the Digital Marketing Agreement for services to be rendered during the months of April 2019 and May 2019. Goedeker Television also agreed to cause the Digital Marketing Agreement to be terminated as of May 30, 2019 to ensure that Goedeker Television no longer has any obligations under the Digital Marketing Agreement. Goedeker Television is also entitled to receive the following payments (the “Earn Out Payments”) to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the Goedeker Purchase Agreement) targets: 1. An Earn Out Payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater; 2. An Earn Out Payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater; and 3. An Earn Out Payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the second anniversary of the closing date is $2,500,000 or greater. To the extent the EBITDA of the Goedeker Business for any applicable period is less than $2,500,000 but greater than $1,500,000, Goedeker must pay a partial Earn Out Payment to Goedeker Television in an amount equal to the product determined by multiplying (i) the EBITDA Achievement Percentage by (ii) the applicable Earn Out Payment for such period, where the “Achievement Percentage” is the percentage determined by dividing (A) the amount of (i) the EBITDA of the Goedeker Business for the applicable period less (ii) $1,500,000, by (B) $1,000,000. For avoidance of doubt, no partial Earn Out Payments shall be earned or paid to the extent the EBITDA of the Goedeker Business for any applicable period is equal or less than $1,500,000. To the extent Goedeker Television is entitled to all or a portion of an Earn Out Payment, the applicable Earn Out Payment(s) (or portion thereof) shall be paid on the date that is three (3) years from the closing date, and shall accrue interest from the date on which it is determined Goedeker Television is entitled to such Earn Out Payment (or portion thereof) at a rate equal to five percent (5%) per annum, computed on the basis of a 360 day year for the actual number of days elapsed. The rights of Goedeker Television to receive any Earn Out Payments are subordinate to the rights of Burnley Capital LLC and Small Business Community Capital II, L.P. under separate subordination agreements that Goedeker Television entered into with them on April 5, 2019 in connection with the Acquisition (see Note 10). The provisional fair value of the purchase consideration issued to Goedeker Television was allocated to the net tangible assets acquired. The Company accounted for the Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $685,785. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The Company is currently in the process of completing the preliminary purchase price allocation as an acquisition of certain assets. The final purchase price allocation for Goedeker will be included in the Company’s financial statements in future periods. The table below shows preliminary analysis for the Goedeker asset purchase: Provisional Purchase Consideration at preliminary fair value: Note payable, net of $215,500 of capitalized financing costs $ 4,484,500 Proceeds from notes payable 2,583,000 Amount of consideration $ 7,067,500 Assets acquired and liabilities assumed at preliminary fair value Cash $ 1,285,213 Accounts receivable 792,173 Inventories 2,516,128 Working capital adjustment receivable and other assets 554,636 Property and equipment 206,612 Accounts payable and accrued expenses (2,472,568 ) Customer deposits (2,196,409 ) Other liabilities - Net tangible assets acquired $ 685,785 Total net assets acquired $ 685,785 Consideration paid 7,067,500 Preliminary goodwill $ 6,381,715 The following presents the pro-forma combined results of operations of the Company as if the Acquisition was completed on January 1, 2018 (before non-controlling interest). For the Six Months Ended June 30, 2019 2018 Revenues, net $ 25,967,483 $ 31,159,223 Net loss allocable to common shareholders $ (2,309,445 ) $ (8,607 ) Net loss per share $ (0.73 ) $ (0.00 ) Weighted average number of shares outstanding 3,165,625 3,165,625 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the Acquisition been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods. The revenue and net loss before non-controlling interest of Goedeker since April 6, 2019 acquisition date through June 30, 2019 included in the consolidated income statement amounted to $10,616,050 and $691,645, respectively. The estimated useful life remaining on the property and equipment acquired is 4 to 5 years. |
LINE OF CREDIT
LINE OF CREDIT | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 10 - LINE OF CREDIT | On April 5, 2019, Goedeker, as borrower, and 1847 Holdco entered into a loan and security agreement with Burnley Capital LLC (“Burnley”) for revolving loans in an aggregate principal amount that will not exceed the lesser of (i) the borrowing base or (ii) $1,500,000 (provided that such amount may be increased to $3,000,000 in Burnley’s sole discretion) minus reserves established Burnley at any time in accordance with the loan and security agreement. The “borrowing base” means an amount equal to the sum of the following: (i) the product of 85% multiplied by the liquidation value of Goedeker’s inventory (net of all liquidation costs) identified in the most recent inventory appraisal by an appraiser acceptable to Burnley (ii) multiplied by Goedeker’s eligible inventory (as defined in the loan and security agreement), valued at the lower of cost or market value, determined on a first-in-first-out basis. In connection with the closing of the Acquisition on April 5, 2019, Goedeker borrowed $744,000 under the loan and security agreement and issued a revolving note to Burnley in the principal amount of up to $1,500,000. The balance of the line of credit amounts to $483,448 as of June 30, 2019, comprised of principal of $591,315 and net of $108,167 of unamortized debt discount. The revolving note matures on April 5, 2022, provided that at Burnley’s sole and absolute discretion, it may agree to extend the maturity date for two successive terms of one year each. The revolving note bears interest at a per annum rate equal to the greater of (i) the LIBOR Rate (as defined in the loan and security agreement) plus 6.00% or (ii) 8.50%; provided that upon an event of default (as defined below) all loans, all past due interest and all fees shall bear interest at a per annum rate equal to the foregoing rate plus 3.00%. Goedeker shall pay interest accrued on the revolving note in arrears on the last day of each month commencing on April 30, 2019. Goedeker may at any time and from time to time prepay the revolving note in whole or in part. If at any time the outstanding principal balance on the revolving note exceeds the lesser of (i) the difference of the total loan amount minus any reserves and (ii) the borrowing base, then Goedeker shall immediately prepay the revolving note in an aggregate amount equal to such excess. In addition, in the event and on each occasion that any net proceeds (as defined in the loan and security agreement) are received by or on behalf of Goedeker or 1847 Holdco in respect of any prepayment event following the occurrence and during the continuance of an event of default, Goedeker shall, immediately after such net proceeds are received, prepay the revolving note in an aggregate amount equal to 100% of such net proceeds. A “prepayment event” means (i) any sale, transfer, merger, liquidation or other disposition (including pursuant to a sale and leaseback transaction) of any property of Goedeker or 1847 Holdco; (ii) a change of control (as defined in the loan and security agreement); (iii) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property of Goedeker or 1847 Holdco with a fair value immediately prior to such event equal to or greater than $25,000; (iv) the issuance by Goedeker of any capital stock or the receipt by Goedeker of any capital contribution; or (v) the incurrence by Goedeker or 1847 Holdco of any indebtedness (as defined in the loan and security agreement), other than indebtedness permitted under the loan and security agreement. Under the loan and security agreement, Goedeker is required to pay a number of fees to Burnley, including the following: · a commitment fee during the period from closing to the earlier of the maturity date or termination of Burnley’s commitment to make loans under the loan and security agreement, which shall accrue at the rate of 0.50% per annum on the average daily difference of the total loan amount then in effect minus the sum of the outstanding principal balance of the revolving note, which such accrued commitment fees are due and payable in arrears on the first day of each calendar month and on the date on which Burnley’s commitment to make loans under the loan and security agreement terminates, commencing on the first such date to occur after the closing date; · an annual loan facility fee equal to 0.75% of the revolving commitment (i.e., the maximum amount that Goedeker may borrow under the revolving loan), which is fully earned on the closing date for the term of the loan (including any extension) but shall be due and payable on each anniversary of the closing date; · a monthly collateral management fee for monitoring and servicing the revolving loan equal to $1,700 per month for the term of revolving note, which is fully earned and non-refundable as of the date of the loan and security agreement, but shall be payable monthly in arrears on the first day of each calendar month; provided that payment of the collateral management fee may be made, at the discretion of Burnley, by application of advances under the revolving loan or directly by Goedeker; and · if the revolving loan is terminated for any reason, including by Burnley following an event of default, then Goedeker shall pay, as liquidated damages and compensation for the costs of being prepared to make funds available, an amount equal to the applicable percentage multiplied by the revolving commitment (i.e., the maximum amount that Goedeker may borrow under the revolving loan), wherein the term applicable percentage means (i) 3%, in the case of a termination on or prior to the first anniversary of the closing date, (ii) 2%, in the case of a termination after the first anniversary of the closing date but on or prior to the second anniversary thereof, and (iii) 0.5%, in the case of a termination after the second anniversary of the closing date but on or prior to the maturity date. The loan and security agreement contains customary events of default, including, among others: (i) for failure to pay principal and interest on the revolving note when due, or to pay any fees due under the loan and security agreement; (ii) if any representation, warranty or certification in the loan and security agreement or any document delivered in connection therewith is incorrect in any material respect; (iii) for failure to perform any covenant or agreement contained in the loan and security agreement or any document delivered in connection therewith; (iv) for the occurrence of any default in respect of any other indebtedness of more than $100,000; (v) for any voluntary or involuntary bankruptcy, insolvency or dissolution; (vi) for the occurrence of one or more judgments, non-interlocutory orders, decrees or arbitration awards involving in the aggregate a liability of $25,000 or more; (vii) if Goedeker or 1847 Holdco, or officer thereof, is charged by a governmental authority, criminally indicted or convicted of a felony under any law that would reasonably be expected to lead to forfeiture of any material portion of collateral, or such entity is subject to an injunction restraining it from conducting its business; (viii) if Burnley determines that a material adverse effect (as defined in the loan and security agreement) has occurred; (ix) if a change of control (as defined in the loan and security agreement) occurs; (x) if there is any material damage to, loss, theft or destruction of property which causes, for more than thirty consecutive days beyond the coverage period of any applicable business interruption insurance, the cessation or substantial curtailment of revenue producing activities; (xi) if there is a loss, suspension or revocation of, or failure to renew any permit if it could reasonably be expected to have a material adverse effect; and (xii) for the occurrence of any default or event of default under the term loan with SBCC (as defined below), the 9% subordinated promissory note issued to Goedeker Television, the secured convertible promissory note issued to Leonite (as defined below) or any other debt that is subordinated to the revolving loan. The loan and security agreement contains customary representations, warranties and affirmative and negative financial and other covenants for a loan of this type. The revolving note is secured by a first priority security interest in all of the assets of Goedeker and 1847 Holdco. In connection with such security interest, on April 5, 2019, (i) 1847 Holdco entered into a pledge agreement with Burnley, pursuant to which 1847 Holdco pledged the shares of Goedeker held by it to Burnley, and (ii) Goedeker entered into a deposit account control agreement with Burnley, SBCC and Montgomery Bank relating to the security interest in Goedeker’s bank accounts. In addition, on April 5, 2019, the Company entered into a guaranty with Burnley to guaranty the obligations under the loan and security agreement upon the occurrence of certain prohibited acts described in the guaranty. |
TERM LOANS
TERM LOANS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 11 - TERM LOANS | SBCC On April 5, 2019, Goedeker, as borrower, and 1847 Holdco entered into a loan and security agreement with Small Business Community Capital II, L.P. (“SBCC”) for a term loan in the principal amount of $1,500,000, pursuant to which Goedeker issued to SBCC a term note in the principal amount of up to $1,500,000 and a ten-year warrant to purchase shares of the most senior capital stock of Goedeker equal to 5.0% of the outstanding equity securities of Goedeker on a fully-diluted basis for an aggregate price equal to $100. The term note matures on April 5, 2023 and bears interest at the sum of the cash interest rate (defined as 11% per annum) plus the PIK interest rate (defined as 2% per annum); provided that upon an event of default all principal, past due interest and all fees shall bear interest at a per annum rate equal to the cash interest rate and the PIK interest rate, in each case plus 3.00%. Interest accrued at the cash interest rate shall be due and payable in arrears on the last day of each month commencing May 31, 2019. Interest accrued at the PIK interest rate shall be automatically capitalized, compounded and added to the principal amount of the term note on each last day of each quarter unless paid in cash on or prior to the last day of each quarter; provided that (i) interest accrued pursuant to an event of default shall be payable on demand, and (ii) in the event of any repayment or prepayment, accrued interest on the principal amount repaid or prepaid (including interest accrued at the PIK interest rate and not yet added to the principal amount of term note) shall be payable on the date of such repayment or prepayment. Notwithstanding the foregoing, all interest on term note, whether accrued at the cash interest rate or the PIK interest rate, shall be due and payable in cash on the maturity date unless payment is sooner required by the loan and security agreement. Goedeker must repay to SBCC on the last business day of each March, June, September and December, commencing with the last business day of June 2019, an aggregate principal amount of the term note equal to $93,750, regardless of any prepayments made, and must pay the unpaid principal on the maturity date unless payment is sooner required by the loan and security agreement. Goedeker may prepay the term note in whole or in part from time to time; provided that if such prepayment occurs (i) prior to the first anniversary of the closing date, Goedeker shall pay SBCC an amount equal to 5.0% of such prepayment, (ii) prior to the second anniversary of the closing date and on or after the first anniversary of the closing date, Goedeker shall pay SBCC an amount equal to 3.0% of such prepayment, or (iii) prior to the third anniversary of the closing date and on or after the second anniversary of the closing date, Goedeker shall pay SBCC an amount equal to 1.0% of such prepayment, in each case as liquidated damages for damages for loss of bargain to SBCC. In addition, in the event and on each occasion that any net proceeds (as defined in the loan and security agreement) are received by or on behalf of Goedeker or 1847 Holdco in respect of any prepayment event following the occurrence and during the continuance of an event of default, Goedeker shall, immediately after such net proceeds are received, prepay the term note in an aggregate amount equal to 100% of such net proceeds. A “prepayment event” means (i) any sale, transfer, merger, liquidation or other disposition (including pursuant to a sale and leaseback transaction) of any property of Goedeker or 1847 Holdco; (ii) a change of control (as defined in the loan and security agreement); (iii) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property of Goedeker or 1847 Holdco with a fair value immediately prior to such event equal to or greater than $25,000; (iv) the issuance by Goedeker of any capital stock or the receipt by Goedeker of any capital contribution; or (v) the incurrence by Goedeker or 1847 Holdco of any indebtedness (as defined in the loan and security agreement), other than indebtedness permitted under the loan and security agreement. The loan and security agreement with SBCC contains the same events of default as the loan and security agreement with Burnley, provided that the reference to the term loan in the cross-default provision refers instead to the revolving loan. The loan and security agreement contains customary representations, warranties and affirmative and negative financial and other covenants for a loan of this type. The term note is secured by a second priority security interest (subordinate to the revolving loan) in all of the assets of Goedeker and 1847 Holdco. In connection with such security interest, on April 5, 2019, (i) 1847 Holdco entered into a pledge agreement with SBCC, pursuant to which 1847 Holdco pledged the shares of Goedeker held by it to SBCC, and (ii) Goedeker entered deposit account control agreement with Burnley, SBCC and Montgomery Bank relating to the security interest in Goedeker’s bank accounts. In addition, on April 5, 2019, the Company entered into a guaranty with SBCC to guaranty the obligations under the loan and security agreement upon the occurrence of certain prohibited acts described in the guaranty. Home State Bank On June 13, 2018, Neese entered into a term loan agreement with Home State Bank, pursuant to which Neese issued a promissory note to Home State Bank in the principal amount of $3,654,074 with an annual interest rate of 6.85% with covenants to maintain a minimum debt coverage ratio of 1.00 to 1.25 measured at December 31, 2019. Pursuant to the terms of the note, Neese will make semi-annual payments of $302,270 beginning on January 20, 2019 and continuing every six months thereafter until July 20, 2020, the maturity date; provided however, that Neese will pay the note in full immediately upon demand by Home State Bank. The amount applied to the principal amount of the lease and lease buyout amount was $2,780,052, which amount was net of lien release fees of $124,650 and lease deposit of $72,322. The remaining balance of the lease at June 30, 2019 is $383,052. The loan agreement contains customary representations and warranties. Pursuant to the terms of the loan agreement and the note, an “event of default” includes: (i) if Neese fails to make any payment when due under the note; (ii) if Neese fails to comply with or to perform any other term, obligation, covenant or condition contained in the note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Home State Bank and Neese; (iii) if Neese defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Home State Bank’s property or Neese’s ability to repay the note or perform Neese’s obligations under the note or any of the related documents; (iv) if any warranty, representation or statement made or furnished to Home State Bank by Neese or on Neese’s behalf under the note or the related documents is false or misleading in any material respect; (v) upon the dissolution or termination of Neese’s existence as a going business, the insolvency of Neese, the appointment of a receiver for any part of Neese’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Neese, (vi) upon commencement of foreclosure or forfeiture proceedings by any creditor of Neese or by any governmental agency against any collateral securing the loan; and (vii) if a material adverse change occurs in Neese’s financial condition, or Home State Bank believes the prospect of payment or performance of the note is impaired. If any event of default occurs, all commitments and obligations of Home State Bank immediately will terminate and, at Home State Bank’s option, all indebtedness immediately will become due and payable, all without notice of any kind to Neese. Additionally, upon an event of default, the interest rate on the note will be increased by 3 percentage points. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. The loan is secured by inventory, accounts receivable, and certain fixed assets of Neese. The loan agreement limited the payment of interest on certain promissory notes (See Note 14) to $40,000 annually or fees to the Company’s manager. The Company continues to accrue interest and management fee at the contractual amounts. Such accruals (in excess of $40,000 in interest on the promissory notes) are shown as long-term accrued expenses in the accompanying balance sheet as of June 30, 2019. If the Company sells property, plant, and equipment securing the loan, it must remit the appraised value of the equipment to Home State Bank. During the six months ended June 30, 2019, $21,500 was remitted to Home State Bank pursuant to this requirement. The Company adopted ASU 2015-03 by deducting $51,427 of net debt issuance costs from the long-term portion of the term loan. Amortization of debt issuance costs totaled $16,200 for the three months ended June 30, 2019. At June 30, 2019, 1847 Goedeker did not meet loan covenants for its third-party debt. Accordingly, the Company is in technical, not payment default on its loan agreements and has classified such debt as a current liability. The Company had developed plans that will return it to full compliance including a recently received proposal from a new asset-based lender. Following is a summary of payments due on the SBCC and Home State Bank terms loan for the succeeding five years: Amount 2019 (remainder) $ 187,500 2020 3,724,757 2021 375,000 2022 375,000 2023 93,750 Total payments 4,756,007 Less current portion of principal payments 599,798 Debt issuance costs, net (402,968 ) Long-term portion of principal payments $ 3,753,241 |
FLOOR PLAN LOANS PAYABLE
FLOOR PLAN LOANS PAYABLE | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 12 - FLOOR PLAN LOANS PAYABLE | At June 30, 2019, $21,071 of Machinery and Equipment inventory was pledged to secure a floor plan loan from a commercial lender. The Company must remit proceeds from the sale of the secured inventory to the floor plan lender and pays a finance charge that can vary monthly at the option of the lender. The balance of the floor plan payable as of June 30, 2019 and December 31, 2018 amounted to $21,071 and $109,100, respectively. |
PROMISSORY NOTES
PROMISSORY NOTES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 13 - PROMISSORY NOTES | Secured Convertible Promissory Note On April 5, 2019, the Company, 1847 Holdco and Goedeker (collectively, “1847”) entered into a securities purchase agreement with Leonite Capital LLC, a Delaware limited liability company (“Leonite”), pursuant to which 1847 issued to Leonite a secured convertible promissory note in the aggregate principal amount of $714,286. As additional consideration for the purchase of the note, (i) the Company issued to Leonite 50,000 common shares, (ii) the Company issued to Leonite a five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis, and (iii) 1847 Holdco issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in 1847 Holdco. The note carries an original issue discount of $64,286 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Therefore, the purchase price of the note was $650,000. Furthermore, the Company issued 50,000 shares of common stock valued at $137,500 and a debt-discount related to the warrants valued at $292,673. The company amortized $103,145 of financing costs related to the shares and warrants in the six months ended June 30, 2019. The remaining net balance of the note at June 30, 2019 is $327,927 comprised of principal of $599,911 and net of unamortized debt discount of $271,984. The note bears interest at the rate of the greater of (i) 12% per annum and (ii) the prime rate as set forth in the Wall Street Journal on April 5, 2019 plus 6.5% guaranteed over the holding period on the unconverted principal amount, on the terms set forth in the note (the “Stated Rate”). Any amount of principal or interest on the note which is not paid by the maturity date shall bear interest at the rate at the lesser of 24% per annum or the maximum legal amount permitted by law (the “Default Interest”). Beginning on May 5, 2019 and on the same day of each and every calendar month thereafter throughout the term of the note, 1847 shall make monthly payments of interest only due under the note to Leonite at the Stated Rate as set forth above. 1847 shall pay to Leonite on an accelerated basis any outstanding principal amount of the note, along with accrued, but unpaid interest, from: (i) net proceeds of any future financings by the Company, but not its subsidiaries, whether debt or equity, or any other financing proceeds, except any transaction having a specific use of proceeds requirement that such proceeds are to be used exclusively to purchase the assets or equity of an unaffiliated business and the proceeds are used accordingly; (ii) net proceeds from any sale of assets of 1847 or any of its subsidiaries other than sales of assets in the ordinary course of business or receipt by 1847 or any of its subsidiaries of any tax credits, subject to rights of Goedeker, or other financing sources of 1847 (including its subsidiaries) existing prior to the date of the note; and (iii) net proceeds from the sale of any assets outside of the ordinary course of business or securities in any subsidiary. The note will mature 12 months from the issue date, or April 5, 2020, at which time the principal amount and all accrued and unpaid interest, if any, and other fees relating to the note, will be due and payable. Unless an event of default as set forth in the note has occurred, 1847 has the right to prepay principal amount of, and any accrued and unpaid interest on, the note at any time prior to the maturity date at 115% of the principal amount (the “Premium”), provided, however, that if the prepayment is the result of any of the occurrence of any of the transactions described in subparagraphs (i), (ii) or (iii) above then such prepayment shall be the unpaid principal amount, plus accrued and unpaid interest and other amounts due but without the Premium. The note contains customary events of default, including in the event of (i) non-payment, (ii) a breach by 1847 of its covenants under the securities purchase agreement or any other agreement entered into in connection with the securities purchase agreement, or a breach of any of representations or warranties under the note, or (iii) the bankruptcy of 1847. The note also contains a cross default provision, whereby a default by 1847 of any covenant or other term or condition contained in any of the other financial instrument issued by of 1847 to Leonite or any other third party after the passage all applicable notice and cure or grace periods that results in a material adverse effect shall, at Leonite’s option, be considered a default under the note, in which event Leonite shall be entitled to apply all rights and remedies under the terms of the note. Under the note, Leonite has the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non-assessable common shares or any shares of capital stock or other securities of the Company into which such common shares may be changed or reclassified. The number of common shares to be issued upon each conversion of the note shall be determined by dividing the conversion amount by the applicable conversion price then in effect. The conversion amount is the sum of: (i) the principal amount of the note to be converted plus (ii) at Leonite’s option, accrued and unpaid interest, plus (iii) at Leonite’s option, Default Interest, if any, plus (iv) Leonite’s expenses relating to a conversion, plus (v) at Leonite’s option, any amounts owed to Leonite. The conversion price shall be $1.00 per share (subject to adjustment as further described in the note for common share distributions and splits, certain fundamental transactions, and anti-dilution adjustments), provided that at any time after any event of default under the note, the conversion price shall immediately be equal to the lesser of (i) such conversion price less 40%; and (ii) the lowest weighted average price of the common shares during the 21 consecutive trading day period immediately preceding the trading day that 1847 receives a notice of conversion or (iii) the discount to market based on subsequent financings with other investors. Notwithstanding the foregoing, in no event shall Leonite be entitled to convert any portion of the note in excess of that portion of the note upon conversion of which the sum of (1) the number of common shares beneficially owned by Leonite and its affiliates (other than common shares which may be deemed beneficially owned through the ownership of the unconverted portion of the note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained in the note, and, if applicable, net of any shares that may be deemed to be owned by any person not affiliated with Leonite who has purchased a portion of the note from Leonite) and (2) the number of common shares issuable upon the conversion of the portion of the note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Leonite and its affiliates of more than 4.99% of the outstanding common shares of the Company. Such limitations on conversion may be waived (up to a maximum of 9.99%) by Leonite upon, at its election, not less than 61 days’ prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by Leonite, as may be specified in such notice of waiver). Concurrently with 1847 and Leonite entering into the securities purchase agreement and as security for 1847’s obligations thereunder, on April 5, 2019, the Company, 1847 Holdco and Goedeker entered into a security and pledge agreement with Leonite, pursuant to which, in order to secure 1847’s timely payment of the note and related obligations and the timely performance of each and all of its covenants and obligations under the securities purchase agreement and related documents, 1847 unconditionally and irrevocably granted, pledged and hypothecated to Leonite a continuing security interest in and to, a lien upon, assignment of, and right of set-off against, all presently existing and hereafter acquired or arising assets. Such security interest is a first priority security interest with respect to the securities that the Company owns in 1847 Holdco and in 1847 Neese, and a third priority security interest with respect to all other assets. The rights of Leonite to receive payments under the note are subordinate to the rights of Burnley and SBCC under separate subordination agreements that Leonite entered into with them on April 5, 2019. 9% Subordinated Promissory Note As noted above, a portion of the purchase price for the Acquisition was paid by the issuance by Goedeker of a 9% subordinated promissory note in the principal amount of $4,100,000 and an additional $600,000 in accrued earn out payments. The note will accrue interest at 9% per annum, amortized on a five-year straight-line basis and payable quarterly in accordance with the amortization schedule attached thereto, and mature on April 5, 2023. Goedeker has the right to redeem all or any portion of the note at any time prior to the maturity date without premium or penalty of any kind. The note contains customary events of default, including in the event of (i) non-payment, (ii) a default by Goedeker of any of its covenants under the Goedeker Purchase Agreement or any other agreement entered into in connection with the Goedeker Purchase Agreement, or a breach of any of representations or warranties under such documents, or (iii) the bankruptcy of Goedeker. The note also contains a cross default provision, whereby a default under the revolving loan with Burnley or term loan with SBCC will also constitute an event of default under the note. The rights of Goedeker to receive payments under the note are subordinate to the rights of Burnley and SBCC under separate subordination agreements that Goedeker entered into with them on April 5, 2019 in connection with the Acquisition. The remaining balance of the note at June 30, 2019 is $4,502,458 comprised of principal of $4,700,000 and net of unamortized debt discount of $197,542. 8% Vesting Promissory Note A portion of the purchase price for the acquisition of Neese was paid by the issuance of a vesting promissory note in the principal amount of $1,875,000 (which was determined to have no fair value as of June 30, 2019 and December 31, 2018) by 1847 Neese and Neese to the sellers of Neese. Payment of the principal and accrued interest on the vesting promissory note is subject to vesting and a contingent consideration subject to fair market valuation adjustment at each reporting period. The vesting promissory note bears interest on the vested portion of the principal amount at the rate of eight percent (8%) per annum and is due and payable in full on June 30, 2020 (the “Maturity Date”). The principal of the vesting promissory note vests in accordance with the following formula: · Fiscal Year 2017: If Adjusted EBITDA for the fiscal year ending December 31, 2017, exceeds an Adjusted EBITDA target of $1,300,000 (the “Adjusted EBITDA Target”), then a portion of the principal amount of the vesting promissory note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2017 through the Maturity Date. For the year ended December 31, 2017, Adjusted EBITDA was $788,958, below the threshold amount of $1,300,000, therefore no portion of the note vested in fiscal year 2017. · Fiscal Year 2018: If Adjusted EBITDA for the fiscal year ending December 31, 2018, exceeds the Adjusted EBITDA Target, then a portion of the principal amount of the vesting promissory note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2018 through the Maturity Date. For the year ended December 31, 2018, Adjusted EBITDA was approximately $320,000, below the threshold amount of $1,300,000, therefore no portion of the note vested in fiscal year 2018. · Fiscal Year 2019: If Adjusted EBITDA for the fiscal year ending December 31, 2019, exceeds the Adjusted EBITDA Target, then a portion of the principal amount of the vesting promissory note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2019 through the Maturity Date. For purposes of the vesting promissory note, “Adjusted EBITDA” means the earnings before interest, taxes, depreciation and amortization expenses, in accordance with GAAP applied on a basis consistent with the accounting policies, practices and procedures used to prepare the financial statements of Neese as of the closing date, plus to the extent deducted in calculating such net income: (i) all expenses related to the transactions contemplated hereby and/or potential or completed future financings or acquisitions, including legal, accounting, due diligence and investment banking fees and expenses; (ii) all management fees, allocations or corporate overhead (including executive compensation) or other administrative costs that arise from the ownership of Neese by 1847 Neese including allocations of supervisory, centralized or other parent-level expense items; (iii) one-time extraordinary expenses or losses; and (iv) any reserves or adjustments to reserves which are not consistent with GAAP. Additionally, for purposes of calculating Adjusted EBITDA, the purchase and sales prices of goods and services sold by or purchased by Neese to or from 1847 Neese, its subsidiaries or affiliates shall be adjusted to reflect the amounts that Neese would have realized or paid if dealing with an independent third-party in an arm’s-length commercial transaction, and inventory items shall be properly categorized as such and shall not be expenses until such inventory is sold or consumed. At June 30, 2018, management made the determination that the vesting note payable had no value because it estimated that the EBITDA threshold of $1,300,000 for both 2018 and 2019 would be not attained, thus eliminating the requirement for a payment under terms of the note payable. The vesting promissory note contains customary events of default, including in the event of: (i) non-payment; (ii) a default by 1847 Neese or Neese of any of their covenants under the stock purchase agreement, the vesting promissory note, or any other agreement entered into in connection with the stock purchase agreement, or a breach of any of their representations or warranties under such documents; or (iii) the bankruptcy of 1847 Neese or Neese. Under terms of the term loan with Home State Bank described in Note 11, this note may not be paid until the term loan is paid in full. 10% Promissory Note A portion of the purchase price for the acquisition of Neese was paid by the issuance of a promissory note in the principal amount of $1,025,000 by 1847 Neese and Neese to the sellers of Neese. The promissory note bears interest on the outstanding principal amount at the rate of ten percent (10%) per annum and was due and payable in full on March 3, 2018; provided, however, that the unpaid principal, and all accrued, but unpaid, interest thereon shall be prepaid if at any time, and from time to time, the cash on hand of 1847 Neese and Neese exceeds $250,000 and, then, the prepayment shall be equal to the amount of cash in excess of $200,000 until the unpaid principal and accrued, but unpaid, interest thereon is fully prepaid. The promissory note contains the same events of default as the vesting promissory note. The promissory note has not been repaid, thus the Company is in default under this note. Under terms of the term loan with Home State Bank described in Note 11, this note may not be paid until the term loan is paid in full. The payees on the note agreed to the modification of its terms by signing the loan agreement for the Home State Bank term loan. Accordingly, the loan is shown as a long-term liability as of June 30, 2019. Additionally, the term loan lender limits the payment of interest on this note to $40,000 annually. The Company continues to accrue interest at the contract rate; however, given the limitations of the term loan, all accrued interest in excess of $40,000 is included in long-term accrued expenses. |
FINANCING LEASES
FINANCING LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 14 - FINANCING LEASES | The cash portion of the purchase price for the acquisition of Neese was financed under a capital lease transaction for Neese’s equipment with Utica Leaseco, LLC (“Utica”), pursuant to a master lease agreement, dated March 3, 2017, between Utica, as lessor, and 1847 Neese and Neese, as co-lessees (collectively, the “Lessee”). Under the master lease agreement, Utica loaned an aggregate of $3,240,000 for certain of Neese’s equipment listed therein, which it leases to the Lessee. The initial term of the master lease agreement was for 51 months. Under the master lease agreement, the Lessee agreed to pay a monthly rent of $53,000 for the first three (3) months, with such amount increasing to $85,322 for the remaining forty-eight (48) months. On June 14, 2017, the parties entered into a first amendment to lease documents, pursuant to which the parties agreed to, among other things, extend the term of the master lease agreement from 51 months to 57 months and amend the payments due thereunder. Under the amendment, the Lessee agreed to pay a monthly rent of $53,000 for the first ten (10) months, with such amount increasing to $85,322 for the remaining forty-seven (47) months. In connection with the extension of the term of the master lease agreement, the parties also amended the schedule of stipulated loss values and early termination payment schedule attached thereto. In connection with the amendment, the Lessee agreed to pay Utica an amendment fee of $2,500. On October 31, 2017, the parties entered into a second equipment schedule to the master lease agreement, pursuant to which Utica loaned an aggregate of $980,000 for certain of Neese’s equipment listed therein. The term of the second equipment schedule is 51 months and agreed monthly payments are $25,807. If any rent is not received by Utica within five (5) calendar days of the due date, the Lessee shall pay a late charge equal to ten (10%) percent of the amount. In addition, in the event that any payment is not processed or is returned on the basis of insufficient funds, upon demand, the Lessee shall pay Utica a charge equal to five percent (5%) of the amount of such payment. The Lessee is also required to pay an annual administration fee of $5,000. Upon the expiration of the term of the master lease agreement, the Lessee is required to pay, together with all other amounts then due and payable under the master lease agreement, in cash, an end of term buyout price equal to the lesser of: (a) $162,000 (five percent (5%) of the total invoice cost (as defined in the master lease agreement)); or (b) the fair market value of the equipment, as determined by Utica. Upon the expiration of the master lease agreement, the Lessee is required to pay, together with all other amounts then due and payable under the master lease agreement, in cash, an end of term buyout price equal to the lesser of: (a) $49,000 (five percent (5%) of the total invoice cost); or (b) the fair market value of the equipment, as determined by Utica. Provided that no default under the master lease agreement has occurred and is continuing beyond any applicable grace or cure period, the Lessee has an early buy-out option with respect to all but not less than all of the equipment, upon the payment of any outstanding rental payments or other fees then due, plus an additional amount set forth in the master lease agreement, which represents the anticipated fair market value of the equipment as of the anticipated end date of the master lease agreement. In addition, the Lessee shall pay to Utica an administrative charge to be determined by Utica to cover its time and expenses incurred in connection with the exercise of the option to purchase, including, but not limited to, reasonable attorney fees and costs. Furthermore, upon the exercise by the Lessee of this option to purchase the equipment, the Lessee shall pay all sales and transfer taxes and all fees payable to any governmental authority as a result of the transfer of title of the equipment to Lessee. The early buy-out option was not available on the second equipment schedule to the master lease agreement until after December 31, 2018. In connection with the master lease agreement, the Lessee granted a security interest on all of its right, title and interest in and to: (i) the equipment, together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether or not furnished by the supplier; (ii) all accounts, chattel paper, deposit accounts, documents, other equipment, general intangibles, instruments, inventory, investment property, letter of credit rights and any supporting obligations related to any of the foregoing; (iii) all books and records pertaining to the foregoing; (iv) all property of such Lessee held by Utica, including all property of every description, in the custody of or in transit to Utica for any purpose, including safekeeping, collection or pledge, for the account of such Lessee or as to which such Lessee may have any right or power, including but not limited to cash; and (v) to the extent not otherwise included, all insurance, substitutions, replacements, exchanges, accessions, proceeds and products of the foregoing. On February 1, 2018, Utica agreed to continue the $53,000 payments for three additional months and extend the maturity of the loan by three months. Additionally, Utica agreed to defer the February 3, 2018 payment to February 20, 2018. The Company paid one-half the normal late fee, $2,650 for the late payment. On March 2, 2018, Utica agreed to defer the March 3 payment to March 30, 2018. The Company paid a late payment fee of $5,300 for the payment deferral. On April 18, 2018, Utica, the Lessee, and Ellery W. Roberts, as guarantor under the master lease agreement, entered into a forbearance agreement relating to the non-payment of certain rent payments due under the master lease agreement for the months of March 2018 and April 2018. Pursuant to the forbearance agreement, Utica agreed to forbear from demanding payment in full and exercising its remedies under the master lease agreement until June 3, 2018. Pursuant to the forbearance agreement, the Lessee agreed to, among other things, (i) make the payments set forth in the forbearance agreement on or before the dates specified therein, totaling $173,376, (ii) be current on all rent due under Schedule 1 of the master lease agreement by June 3, 2018 and be current on all rent due under Schedule 2 of the master lease agreement by May 30, 2018, (ii) reinstate or renew and continue in effect all insurance as required under the master lease agreement at Lessee’s sole cost and expense, (iv) pay a forbearance fee to Utica totaling $4,500, which shall not be due until termination of the master lease agreement and (v) execute a surrender agreement with respect to the Lessee’s equipment, which will be held in escrow by Utica and not deemed effective unless and until the earlier to occur of: (a) the June 3, 2018, provided liabilities under master lease agreement remain due but unpaid; (b) such time as Utica accelerates due and unpaid liabilities pursuant to the term of the forbearance agreement and the master lease agreement; or (c) a default occurs under the forbearance agreement or the master lease agreement. A portion of the proceeds from the term loan from Home State Bank (Note 11) were applied to reduce the balance of this lease to $475,000. The lease is payable in 46 payments of $12,882 beginning July 3, 2018 and an end-of-term buyout of $38,000. As a result, the parties to the forbearance agreement agreed that the forbearance agreement is terminated and is no longer in effect. In completing the early payout, the Company incurred a loss of $405,674 plus an additional loss of $95,130 from the write-off of unamortized debt issuance costs. The loss on early extinguishment of debt arose from the buyout provisions in the lease and because the Company had delayed making the regular payment of $85,322 until May 3, 2018, rather than July 3, 2017 as contemplated in the original master lease agreement. Management chose to close the term loan because of the much lower interest rate and the loan allows the Company to make payments that match its operating cycle rather than monthly payments. If the Company sells equipment or inventory, it must remit to Utica the amount loaned against the equipment. Such payments are accumulated and applied to the balance at the end of the lease term. During the three months ended June 30, 2019, $116,067 of payments, and $174,784 of lien release payments, were remitted to Utica. The assets and liabilities under the master lease agreement are recorded at the fair value of the assets at the time of acquisition. The Company adopted ASU 2015-03 by deducting $31,083 of net debt issuance costs from the long-term portion of the financing lease. Amortization of debt issuance costs totaled $8,100 for the three months ended June 30, 2019. At June 30, 2019, annual minimum future lease payments under this Master Lease Agreement are as follows: Amount 2019 (remainder of year) $257,942 2020 464,269 2021 464,269 2022 77,335 Total minimum lease payments 1,263,815 Less amount representing interest 264,825 Present value of minimum lease payments 998,990 Less current portion of minimum lease (322,827) Less debt issuance costs, net (31,083) Less payments to Utica for release of lien (249,784) Less lease deposits (38,807) End of lease buyout payments 87,011 Long-term present value of minimum lease payment $443,500 The interest rate on the capitalized lease is approximately 15.3%. |
OPERATING LEASE
OPERATING LEASE | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 15 - OPERATING LEASE | On March 3, 2017, Neese entered into an agreement of lease with K&A Holdings, LLC, a limited liability company that is wholly-owned by officers of Neese. The agreement of lease is for a term of ten (10) years and provides for a base rent of $8,333 per month. In the event of late payment, interest shall accrue on the unpaid amount at the rate of eighteen percent (18%) per annum. The agreement of lease contains customary events of default, including if Neese shall fail to pay rent within five (5) days after the due date, or if Neese shall fail to perform any other terms, covenants or conditions under the agreement of lease, and other customary representations, warranties and covenants. Under terms of the term loan agreement with Home State Bank (Note 11), the Company may not pay salary or rent to such officers of Neese in excess of $100,000 per year beginning on the date of the term loan agreement, June 13, 2018. The Company is accruing monthly rent, but because of the limitation in the term loan, $158,333 of accrued rent is classified as a long-term accrued liability. The amount accrued for amounts included in the measurement of operating lease liabilities was $25,000 for the three months ended June 30, 2019. Supplemental balance sheet information related to leases was as follows: June 30, 2019 Operating lease right-of-use lease asset $ 624,157 Accumulated amortization (29,034 ) Net balance $ 595,123 Lease liability, current portion 61,130 Lease liability, long term 533,993 Total operating lease liabilities $ 595,123 Weighted Average Remaining Lease Term - operating leases 92 Months Weighted Average Discount Rate - operating leases 6.85 % Maturities of the lease liability are as follows: For the Years Ended 2019 (July to December) $ 50,000 2020 100,000 2021 100,000 2022 100,000 2023 100,000 2024 100,000 Thereafter 225,000 Total lease payments 775,000 Less imputed interest 179,877 Maturities of lease liabilities $ 595,123 On April 5, 2019, Goedeker entered into a lease agreement with S.H.J., L.L.C., a Missouri limited liability company and affiliate of Goedeker. The lease is for a term five (5) years and provides for a base rent of $45,000 per month. In addition, Goedeker is responsible for all taxes and insurance premiums during the lease term. In the event of late payment, interest shall accrue on the unpaid amount at the rate of eighteen percent (18%) per annum. The lease contains customary events of default, including if: (i) Goedeker shall fail to pay rent within five (5) days after the due date; (ii) any insurance required to be maintained by Goedeker pursuant to the lease shall be canceled, terminated, expire, reduced, or materially changed; (iii) Goedeker shall fail to comply with any term, provision, or covenant of the lease and shall not begin and pursue with reasonable diligence the cure of such failure within fifteen (15) days after written notice thereof to Goedeker; (iv) Goedeker shall become insolvent, make an assignment for the benefit of creditors, or file a petition under any section or chapter of the Bankruptcy Code, or under any similar law or statute of the United States of America or any State thereof; or (v) a receiver or trustee shall be appointed for the leased premises or for all or substantially all of the assets of Goedeker. Neese, Inc.leases a piece of equipment on an operating lease. The lease originated in May 2014 for a five year term with annual payments of $11,830 with a final payment in July 2019. Supplemental balance sheet information related to leases was as follows: June 30, 2019 Operating lease right-of-use lease asset $ 2,300,000 Accumulated amortization (98,166 ) Net balance $ 2,201,834 Lease liability, current portion 373,860 Lease liability, long term 1,827,974 Total operating lease liabilities $ 2,201,834 Weighted Average Remaining Lease Term - operating leases 57 Months Weighted Average Discount Rate - operating leases 6.50 % Maturities of the lease liability are as follows: For the Years Ended 2019 (July to December) $ 270,000 2020 540,000 2021 540,000 2022 540,000 2023 540,000 2024 135,000 Total lease payments 2,565,000 Less imputed interest 363,166 Maturities of lease liabilities $ 2,201,834 |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 16 - RELATED PARTIES | Management Services Agreement On April 15, 2013, the Company and 1847 Partners LLC (the “Manager”), entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% (2.0% annualized) of its adjusted net assets for services performed. Offsetting Management Services Agreement - 1847 Neese On March 3, 2017, 1847 Neese entered into an offsetting management services agreement with the Manager. Pursuant to the offsetting management services agreement, 1847 Neese appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500 per quarter; provided, however, that: (i) pro rated payments shall be made in the first quarter and the last quarter of the term; (ii) if the aggregate amount of management fees paid or to be paid by 1847 Neese, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of the Company’s gross income with respect to such fiscal year, then the management fee to be paid by 1847 Neese for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of the Company, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of the Company’s gross income with respect to such fiscal year; and (iii) if the aggregate amount of the management fee paid or to be paid by 1847 Neese, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the aggregate amount of the management fee (before any adjustment thereto) calculated and payable under the management services agreement (the “Parent Management Fee”) with respect to such fiscal quarter, then the management fee to be paid by 1847 Neese for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal quarter, does not exceed the Parent Management Fee calculated and payable with respect to such fiscal quarter. 1847 Neese shall also reimburse the Manager for all costs and expenses of 1847 Neese which are specifically approved by the board of directors of 1847 Neese, including all out-of-pocket costs and expenses, that are actually incurred by the Manager or its affiliates on behalf of 1847 Neese in connection with performing services under the offsetting management services agreement. The services provided by the Manager include: conducting general and administrative supervision and oversight of 1847 Neese’s day-to-day business and operations, including, but not limited to, recruiting and hiring of personnel, administration of personnel and personnel benefits, development of administrative policies and procedures, establishment and management of banking services, managing and arranging for the maintaining of liability insurance, arranging for equipment rental, maintenance of all necessary permits and licenses, acquisition of any additional licenses and permits that become necessary, participation in risk management policies and procedures; and overseeing and consulting with respect to 1847 Neese’s business and operational strategies, the implementation of such strategies and the evaluation of such strategies, including, but not limited to, strategies with respect to capital expenditure and expansion programs, acquisitions or dispositions and product or service lines. The Company expensed $125,000 in management fees for the six months ended June 30, 2019 and 2018, respectively. Under terms of the term loan from Home State Bank, no fees may be paid to the Manager without permission of the bank, which the Manager does not expect to be granted within the forthcoming year. Accordingly, $346,642 due the Manager is classified as a long-term accrued liability. Offsetting Management Services Agreement - Goedeker On April 5, 2019, Goedeker entered into an offsetting management services agreement with the Manager. Pursuant to the offsetting management services agreement, Goedeker appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $62,500 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, that (i) pro rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by Goedeker, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of the Company’s gross income with respect to such fiscal year, then the management fee to be paid by Goedeker for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of the Company, until the aggregate amount of the management fee paid or to be paid by Goedeker, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of the Company’s gross income with respect to such fiscal year, and (iii) if the aggregate amount the management fee paid or to be paid by Goedeker, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the aggregate amount of the Parent Management Fee with respect to such fiscal quarter, then the management fee to be paid by Goedeker for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by Goedeker, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal quarter, does not exceed the Parent Management Fee calculated and payable with respect to such fiscal quarter. Notwithstanding the foregoing, payment of the management fee is subordinated to the payment of interest on the 9% subordinated promissory note issued to Goedeker (see Note 14), such that no payment of the management fee may be made if Goedeker is in default under the note with regard to interest payments and, for the avoidance of doubt, such payment of the management fee will be contingent on Goedeker being in good standing on all associated loan covenants. In addition, during the period that that any amounts are owed under the 9% subordinated promissory note issued to Goedeker or the Earn Out Payments, the annual management fee shall be capped at $250,000. In addition, the rights of the Manager to receive payments under the offsetting management services agreement are subordinate to the rights of Burnley and SBCC under separate subordination agreements that the Manager entered into with Burnley and SBCC on April 5, 2019. Goedeker shall also reimburse the Manager for all costs and expenses of Goedeker which are specifically approved by the board of directors of Goedeker, including all out-of-pocket costs and expenses, that are actually incurred by the Manager or its affiliates on behalf of Goedeker in connection with performing services under the offsetting management services agreement. The services provided by the Manager include: conducting general and administrative supervision and oversight of Goedeker’s day-to-day business and operations, including, but not limited to, recruiting and hiring of personnel, administration of personnel and personnel benefits, development of administrative policies and procedures, establishment and management of banking services, managing and arranging for the maintaining of liability insurance, arranging for equipment rental, maintenance of all necessary permits and licenses, acquisition of any additional licenses and permits that become necessary, participation in risk management policies and procedures; and overseeing and consulting with respect to Goedeker’s business and operational strategies, the implementation of such strategies and the evaluation of such strategies, including, but not limited to, strategies with respect to capital expenditure and expansion programs, acquisitions or dispositions and product or service lines. Advances From time to time, the Company has received advances from certain of its officers and related parties to meet short-term working capital needs. As of June 30, 2019 and December 31, 2018, a total of $118,833 advances from related parties are outstanding. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. As of June 30, 2019 and December 31, 2018, the Manager has funded the Company $58,650 and $55,500 in related party advances, respectively. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. Grid Promissory Note On January 3, 2018, the Company issued a grid promissory note to the Manager in the initial principal amount of $50,000. The note provides that the Company may from time to time request additional advances from the Manager up to an aggregate additional amount of $100,000, which will be added to the note if the Manager, in its sole discretion, so provides. Interest shall accrue on the unpaid portion of the principal amount and the unpaid portion of all advances outstanding at a fixed rate of 8% per annum, and along with the outstanding portion of the principal amount and the outstanding portion of all advances, shall be payable in one lump sum due on the maturity date, which is the first anniversary of the date of the note. The maturity date of the grid promissory note was extended until January 3, 2021. If all or a portion of the principal amount or any advance under the note, or any interest payable thereon is not paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate of 12% per annum. In the event the Company completes a financing involving at least $500,000, the Company must, contemporaneously with the closing of such financing transaction, repay the entire outstanding principal and accrued and unpaid interest on the note. The note is unsecured and contains customary events of default. As of June 30, 2019 and December 31, 2018, the Manager has advanced $117,000 of the promissory note and the Company has accrued interest of $12,255 and $7,549, respectively. Building Lease On March 3, 2017, Neese entered into an agreement of lease with K&A Holdings, LLC, a limited liability company that is wholly-owned by officers of Neese. See Note 16 for details regarding this lease. |
SHAREHOLDERS DEFICIT
SHAREHOLDERS DEFICIT | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 17 - SHAREHOLDERS’ DEFICIT | Allocation Shares As of June 30, 2019 and December 31, 2018, the Company had authorized and outstanding 1,000 allocation shares. These allocation shares do not entitle the holder thereof to vote on any matter relating to the Company other than in connection with amendments to the Company’s operating agreement and in connection with certain other corporate transactions as specified in the operating agreement. The Manager owns 100% of the allocation shares of the Company, which are a separate class of limited liability company interests that, together with the common shares, will comprise all of the classes of equity interests of the Company. The Manager received the allocation shares with its initial capitalization of the Company. The allocation shares generally will entitle the Manager to receive a twenty percent (20%) profit allocation as a form of incentive designed to align the interests of the Manager with those of the Company’s shareholders. Profit allocation has two components: an equity-based component and a distribution-based component. The equity-based component will be paid when the market for the Company’s shares appreciates, subject to certain conditions and adjustments. The distribution-based component will be paid when the distributions the Company pays to shareholders exceed an annual hurdle rate of eight percent (8.0%), subject to certain conditions and adjustments. While the equity-based component and distribution-based component are interrelated in certain respects, each component may independently result in a payment of profit allocation if the relevant conditions to payment are satisfied. The 1,000 allocation shares are issued and outstanding and held by the Manager, which is controlled by Mr. Roberts, the Company’s chief executive officer and controlling shareholder. Common Shares The Company is authorized to issue 500,000,000 common shares as of June 30, 2019 and December 31, 2018. As of June 30, 2019 and December 31, 2018, the Company had 3,165,625 and 3,115,625 common shares issued and outstanding, respectively. The common shares entitle the holder thereof to one vote per share on all matters coming before the shareholders of the Company for a vote. On April 5, 2019, the Company, issued 50,000 common shares to Leonite pursuant to the securities purchase agreement (see Note 14). The Company did not issue any shares in the six months ended June 30, 2018. Warrants Leonite warrants On April 5, 2019, the Company issued a warrant to purchase 200,000 common shares to Leonite pursuant to the securities purchase agreement (see Note 14). The warrant has a term of five years, an exercise price of $1.25 per share (subject to adjustment), and may be exercised on a cashless basis. Accordingly, a portion of the proceeds was allocated to the warrant based on its relative fair value using the Black Scholes option-pricing model. The assumptions used in the Black-Scholes model are as follows: (i) dividend yield of 0%; (ii) expected volatility of 140.3%, (iii) weighted average risk-free interest rate of 2.31%, (iv) expected life of five years, and (v) estimated fair value of the Common Stock of $2.75 per share. The warrant also contains an ownership limitation. The Company shall not effect any exercise of the warrant, and Leonite shall not have the right to exercise any portion of the warrant, to the extent that after giving effect to issuance of common shares upon exercise the warrant, Leonite, together with its affiliates, and any other persons acting as a group together with Leonite or any of its affiliates, would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares issuable upon exercise of the warrant. Upon no fewer than 61 days’ prior notice to the Company, Leonite may increase or decrease such beneficial ownership limitation provisions and any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. SBCC warrant On April 5, 2019, the Company issued SBCC a ten-year Warrant (the “ SBCC Warrant The Exercise Price is subject to anti-dilution adjustments that allow for its reduction in the event the Company subsequently issues equity securities, including shares of Common Stock or any security convertible or exchangeable for shares of Common Stock. The Company accounted for the conversion option of the Warrant in accordance with ASC Topic 815. The derivative liability associated with the Warrant has been measured at fair value at issuance on April 5, 2019 at $270,600 based upon a percentage allocation of the Goedeker acquisition purchase price and subsequently remeasured at June 30, 2019 at $268,000 resulting in a change in warrant liability of $2,600 for the period ending June 30, 2019. Noncontrolling Interests The Company owns 55.0% of 1847 Neese and 70% of 1847 Holdco. For financial interests in which the Company owns a controlling financial interest, the Company applies the provisions of ASC 810, which are applicable to reporting the equity and net income or loss attributable to noncontrolling interests. The results of 1847 Neese and 1847 Holdco are included in the consolidated statement of income. The net loss attributable to the 45% non-controlling interest of 1847 Neese amounted to $501,647 and $451,231 for the six months ended June 30, 2019 and 2018, respectively. The net loss attributable to the 30% non-controlling interest of 1847 Holdco amounted to $195,822 for the period from April 5, 2019 (acquisition) to June 30, 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 18 - COMMITMENTS AND CONTINGENCIES | Corporate Office An office space has been leased on a month-by-month basis. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. |
SUPPLEMENTAL DISCLOSURES OF CAS
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 19 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | For the Six Months Ended June 30, 2019 2018 Interest paid $ 423,539 $ 360,664 Income tax paid $ - $ - Business Combinations: Current Assets $ 3,308,301 $ - Property and equipment $ 207,604 $ - Working capital adjustment receivable $ 553,643 $ - Assumed liabilities $ (4,668,977 ) $ - Goodwill $ 6,381,715 $ - Cash acquired in acquisition of Goedeker $ 1,285,214 $ - Financing: Term Loan $ 1,500,000 $ - Debt discount financing costs (178,000 ) - Warrant feature upon issuance of term loan (229,244 ) - Term loan, net $ 1,092,756 $ - Line of Credit $ 754,682 $ - Debt discount on line of credit (128,682 ) - Issuance of common shares on promissory note (137,500 ) - Line of Credit, net $ 488,500 $ - Promissory Note $ 714,286 $ - Promissory Note original issue and debt discount (79,286 ) - Warrants issued in conjunction with notes payable (292,673 ) - Promissory Note, net $ 342,327 $ - 9% Subordinated Promissory Note $ 4,700,000 $ - Debt discount financing costs (215,500 ) - 9% Subordinated Promissory Note, net $ 4,484,500 $ - Warrant liability $ 229,244 $ - Additional Paid in Capital $ 430,173 $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NOTE 20 - SUBSEQUENT EVENTS | In accordance with SFAS 165 (ASC 855-10), the Company has analyzed its operations subsequent to June 30, 2019 to the date these financial statements were issued, and has determined that, except as set forth below, it does not have any material subsequent events to disclose in these financial statements. Signing of Patriot Purchase Agreement On July 12, 2019, 1847 PT entered into a securities purchase agreement with Patriot Transport Inc., an Illinois corporation, Expeditor Systems, Inc., an Illinois corporation, Expeditors, Inc., an Illinois corporation, Top Gear Inc., an Illinois corporation, Leasing Truck Solution Inc., an Illinois corporation, Expeditors Companies Inc., an Illinois corporation, Patriot Training Facility Inc., an Illinois corporation f/k/a Top Gear Driving Academy Inc. (collectively, the “Companies”), and Igor Terletsky, as seller. Pursuant to the terms and conditions of the securities purchase agreement, 1847 PT agreed to acquire all of the capital stock and other equity securities of the Companies for an aggregate purchase price of $35 million, consisting of: (i) $21 million in cash and (ii) an 8% subordinated promissory note in the principal amount of $14 million. The purchase price is subject to a post-closing working capital adjustment provision. Under this provision, if the audited combined balance sheet of the Companies as of the closing date prepared by 1847 PT indicates working capital that is higher than the minimum working capital, which is defined in the securities purchase agreement as $225,000, the principal amount of the note will be adjusted upward by the amount of such difference, on or before the 75 th The purchase price is also subject to a post-closing adjustment for Adjusted EBITDA. As soon as practicable following the year ended 2019, but no later than March 31, 2020, 1847 PT will prepare and deliver to the seller an audited income statement for the Companies. If the Companies earnings before interest, taxes, depreciation and amortization expenses for the twelve month period ending December 31, 2019 adjusted in a manner mutually agreed upon by the parties (the “Adjusted EBITDA”) as shown on such income statement is greater than $7,000,000, then (i) the cash portion of the purchase price will be increased by an amount equal to two and one-half times (2 1/2x) the difference between $7,000,000 and such Adjusted EBITDA, and (ii) the note will be increased by an aggregate amount equal to two and one-half times (2 1/2x) the difference between $7,000,000 and such Adjusted EBITDA. The cash portion of the purchase price will be reduced by the amount of outstanding indebtedness of the Companies existing as of the closing date and the deducted amount will be used to pay off any such indebtedness. The securities purchase agreement contains customary representations, warranties and covenants, including a covenant that the seller will not complete with the business of the Company for a period of three (3) years following closing. The securities purchase agreement also contains mutual indemnification for breaches of representations or warranties and failure to perform covenants or obligations contained in the securities purchase agreement. In the case of the indemnification provided by the seller with respect to breaches of certain non-fundamental representations and warranties, the seller will only become liable for indemnified losses to the extent they exceed, in the aggregate, $150,000, up to an aggregate maximum amount of $2.9 million. The closing of the securities purchase agreement is subject to customary closing conditions, including, without limitation, the completion of accounting and legal due diligence investigations; the receipt of all authorizations, consents and approvals of all governmental authorities or agencies; the receipt of any required consents of any third parties; the release of any security interests; 1847 PT obtaining the requisite acquisition financing; and delivery of all documents required for the transfer of the securities of the Companies to 1847 PT. The securities purchase agreement may be terminated at any time prior to closing by (i) mutual agreement of 1847 PT and the seller; (ii) by either 1847 PT or the seller if any governmental entity has issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the stock purchase agreement; (iii) by either 1847 PT or the seller if the closing does not occur on or before 60 calendar days after the date of the securities purchase agreement; provided that the right to terminate will not be available to any party whose breach of any provision of the securities purchase agreement results in the failure of the closing to occur by such time; (iv) by 1847 PT if the seller or any of the Companies has breached its respective representations and warranties or any covenant or other agreement to be performed by it in a manner such that the closing conditions to be performed by it would not be satisfied; or (v) by the seller if 1847 PT has breached its representations and warranties or any covenant or other agreement to be performed by it in a manner such that the closing conditions to be performed by it would not be satisfied. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Summary Of Significant Accounting Policies | |
Basis of Presentation | The financial statements of the Company have been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2018. |
Accounting Basis | The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. |
Stock Splits | On January 22, 2018, the Company completed a 1-for-5 reverse split of its outstanding common shares. As a result of this stock split, the Company’s issued and outstanding common shares decreased from 3,115,500 to 623,125 shares. On May 10, 2018, the Company completed a 5-for-1 forward stock split of its outstanding common shares. As a result of this stock split, the Company’s issued and outstanding common shares increased from 623,125 to 3,115,625 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of these stock splits. |
Segment Reporting | The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting, requires that an enterprise report selected information about reportable segments in its financial reports issued to its stockholders. Beginning with the second quarter of 2019, the Company changed its operating and reportable segments from one segment to two segments: the Land Management Segment and the Retail and Appliances Segment. The Land Management Segment will be responsible for the activities that provide professional services on waste disposal and land application services based in Grand Junction, Iowa. The Retail and Applicances Segment will be responsible for the activities in e-commerce destination for home furnishings, including appliances, furniture, bath and kitchen fixtures, décor, lighting and home goods based in St. Louis, Missouri. In connection with this effort in April 2019, the Company acquired Goedeker (See Note 4). 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 “Holding Company” below and these include costs associated with executive management, financing activities and public company compliance. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation as of and for the three and six months ended June 30, 2019. The Company reclassified certain operating expense accounts in the Consolidated Statement of Operations. The reclassification had no impact on financial position, net income, or shareholder’s equity. |
Revenue Recognition and Cost of Revenue | On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Neese Neese’s payment terms are due on demand from acceptance of delivery. Neese does not incur incremental costs obtaining purchase orders from customers, however, if Neese did, because all of Neese’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that Neese recognizes arises from orders it receives from customers. Neese’s performance obligations under the customer orders correspond to each service delivery or sale of equipment that Neese makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the service or equipment sale to be completed. Control of the delivery transfers to customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, Neese’s products, which generally occurs at the later of when the customer obtains title to the equipment or when the customer assumes risk of loss. The transfer of control generally occurs at a point of delivery. Once this occurs, Neese has satisfied its performance obligation and Neese recognizes revenue. Neese also sells equipment by posting it on auction sites specializing in farm equipment. Neese posts the equipment for sale on a “magazine” site for several weeks before the auction. When Neese decides to sell, it moves the equipment to the auction site. The auctions are one day. If Neese accepts a bid, the customer pays the bid price and arranges for pick-up of the equipment. Transaction Price ‒ Neese agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon service fee. In Neese’s contracts with customers, it allocates the entire transaction price to the service fee to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax Neese collects concurrently with revenue-producing activities are excluded from revenue. If Neese continued to apply legacy revenue recognition guidance for the three and six months ended June 30, 2019, revenues, gross margin, and net loss would not have changed. Substantially all of Neese’s sales are to businesses, including farmers or municipalities and very little to individuals. Disaggregated Revenue ‒ Neese disaggregates revenue from contracts with customers by contract type, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Neese’s revenue by contract type is as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues Trucking $ 511,369 $ 510,422 $ 883,841 $ 1,012,028 Waste hauling 272,028 221,259 376,357 256,030 Repairs 84,679 158,218 137,607 257,297 Other 108,250 115,655 153,919 134,273 Total services 976,326 1,005,554 1,551,724 1,659,628 Sales of parts and equipment 615,836 464,042 852,810 572,613 Total revenue $ 1,592,192 $ 1,469,596 $ 2,404,534 $ 2,232,241 Performance Obligations ‒ Performance obligations for the different types of services are discussed below: · Trucking · Waste Hauling · Repairs · Sales of parts and equipment Accounts Receivable, Net ‒ Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Unbilled receivables of $0 and $139,766 are included in this balance at June 30, 2019 and December 31, 2018, respectively. The payment of consideration related to these unbilled receivables is subject only to the passage of time. Neese reviews accounts receivable on a periodic basis to determine if any receivables will potentially be uncollectible. Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value. The estimates are based on an analysis of past due receivables, historical bad debt trends, current economic conditions, and customer specific information. After Neese has exhausted all collection efforts, the outstanding receivable balance relating to services provided is written off against the allowance. Additions to the provision for bad debt are charged to expense. Neese determined that an allowance for loss of $29,001 was required at June 30, 2019 and December 31, 2018. Goedeker Goedeker collects the full sales price from the customer at the time the order is placed. Goedeker does not incur incremental costs obtaining purchase orders from customers, however, if Goedeker did, because all Goedeker’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that Goedeker recognizes arises from orders it receives from customers. Goedeker’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Goedeker’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of shipment. Once this occurs, Goedeker has satisfied its performance obligation and Goedeker recognizes revenue. Revenue from the sale of long-term service warranties are recognized net of costs to sell the contracts to the third-party warranty service company. Transaction Price ‒ Goedeker agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Goedeker’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax Goedeker collects concurrently with revenue-producing activities are excluded from revenue. If Goedeker continued to apply legacy revenue recognition guidance for the three and six months ended June 30, 2019, revenues, gross margin, and net loss would not have changed. Cost of revenue includes the cost of purchased merchandise plus the cost of delivering merchandise and where applicable installation, net of promotional rebates and other incentives received from vendors. Substantially all Goedeker’s sales are to individual retail consumers. Disaggregated Revenue ‒ Goedeker disaggregates revenue from contracts with customers by contract type, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Goedeker’s revenue by sales type is as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Appliance sales $ 8,759,916 $ - $ 8,759,916 $ - Furniture sales 1,702,284 - 1,702,284 - Other sales 153,850 - 153,850 - Total revenue $ 10,616,050 $ - $ 10,616,050 $ - Performance Obligations – Goedeker’s performance obligations include delivery of products and, in some instances, performance of services such as installation. Revenue for the sale of merchandise is recognized upon shipment to the customer; or in some instances, upon delivery and installation of the product which typically occur simultaneously. |
Receivables | Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. |
Allowance for credit losses | Provisions for credit losses are charged to income as losses are estimated to have occurred and in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for future losses on the Company’s accounts receivable. The Company charges credit losses against the allowance and credits subsequent recoveries, if any, to the allowance. Historical loss experience and contractual delinquency of accounts receivables, and management’s judgment are factors used in assessing the overall adequacy of the allowance and the resulting provision for credit losses. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or portfolio performance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available. The allowance for credit losses consists of general and specific components. The general component of the allowance estimates credit losses for groups of accounts receivable on a collective basis and relates to probable incurred losses of unimpaired accounts receivables. The Company records a general allowance for credit losses that includes forecasted future credit losses. |
Inventory | Inventory consists of finished products acquired for resale and is valued at the lower-of-cost-or-market with cost determined on a specific item basis for the Neese and of finished products acquired for resale and is valued at the low-of-cost-or-market with cost determined on a average item basis for Goedeker. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions. The Company estimated an obsolescence allowance of $99,546 at June 30, 2019 and December 31, 2018. |
Property and Equipment | Property and equipment is stated at cost. Depreciation of furniture, vehicles and equipment is calculated using the straight-line method over the estimated useful lives as follows: Useful Life (Years) Building and Improvements 4 Machinery and Equipment 3-7 Tractors 3-7 Trucks and vehicles 3-6 |
Goodwill and Intangible Assets | In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 5 |
Long-Lived Assets | The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Fair Value of Financial Instruments | The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. |
Derivative Instrument Liability | The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts, and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2019, the Company classified a warrant issued in conjunction with a term loan as a derivative instrument. (see Note 11). |
Income Taxes | Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Stock-Based Compensation | Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. |
Basic Income (Loss) Per Share | Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the three and six months ended June 30, 2019, the following 919,451 potentially dilutive securities were excluded from diluted loss per share: 200,000 for outstanding warrants and 719,451 related to the convertible note payable and accrued interest. There are no such common share equivalents outstanding as of June 30, 2018. |
Going Concern Assessment | Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward 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. The Company has generated losses since its inception and has relied on cash on hand, external bank lines of credit and the sale of a note to support cashflow from operations. As of and for the six months ended June 30, 2019, the Company had a net loss attributable to 1847 Holdings shareholders of $1,193,530, negative working capital of $5,216,358 and net cash used in operations of $452,738. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of the consolidated financial statements in this Quarterly Report on Form 10-Q, indicate improved operations and the Company’s ability to continue operations as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period. |
Recent Accounting Pronouncements | Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Recently Adopted In February 2016, the FASB issued ASU 2016-02, Leases |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of property and equipment useful lives | Useful Life (Years) Building and Improvements 4 Machinery and Equipment 3-7 Tractors 3-7 Trucks and vehicles 3-6 |
Schedule of identifiable intangible assets | Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 5 |
Neese [Member] | |
Schedule of disaggregated revenue | Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues Trucking $ 511,369 $ 510,422 $ 883,841 $ 1,012,028 Waste hauling 272,028 221,259 376,357 256,030 Repairs 84,679 158,218 137,607 257,297 Other 108,250 115,655 153,919 134,273 Total services 976,326 1,005,554 1,551,724 1,659,628 Sales of parts and equipment 615,836 464,042 852,810 572,613 Total revenue $ 1,592,192 $ 1,469,596 $ 2,404,534 $ 2,232,241 |
Goedeker [Member] | |
Schedule of disaggregated revenue | Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Appliance sales $ 8,759,916 $ - $ 8,759,916 $ - Furniture sales 1,702,284 - 1,702,284 - Other sales 153,850 - 153,850 - Total revenue $ 10,616,050 $ - $ 10,616,050 $ - |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Segments | |
Summary of Business Segments | For the Six Months ended June 30, 2019 For the Six Months ended June 30, 2018 Land Management Services Retail & Appliances Corporate Services Total Land Management Services Retail & Appliances Corporate Services Total Revenue Services $ 1,551,724 $ - $ - $ 1,551,724 $ 1,659,628 $ - $ - $ 1,659,628 Sales of parts and equipment 852,810 - - 852,810 572,613 - - 572,613 Furniture and appliances revenue - 10,616,050 - 10,616,050 - - - - Total Revenue 2,404,534 10,616,050 - 13,020,584 2,232,241 - - 2,232,241 Total cost of sales 773,154 8,772,572 - 9,545,726 556,591 - - 556,591 Total operating expenses 2,757,491 2,193,887 79,877 5,031,254 2,872,973 212,281 3,085,254 Loss from operations $ (1,126,110 ) $ (350,409 ) $ (79,877 ) $ (1,556,396 ) $ (1,197,323 ) $ - $ (212,281 ) $ (1,409,604 ) For the Three Months ended June 30, 2019 For Three Months ended June 30, 2018 Land Management Services Retail & Appliances Corporate Services Total Land Management Services Retail & Appliances Corporate Services Total Revenue Services $ 976,327 $ - $ - $ 976,327 $ 1,005,554 $ - - $ 1,005,554 Sales of parts and equipment 615,836 - - 615,836 464,042 - - 464,042 Furniture and appliance revenue - 10,616,050 - 10,616,050 - - - - Total Revenue 1,592,163 10,616,050 - 12,208,213 1,469,596 - - 1,469,596 Total cost of sales 559,404 8,772,572 - 9,331,976 458,303 - - 458,303 Total operating expenses 1,437,654 2,193,887 39,582 3,671,122 1,529,316 - 7,251 1,536,567 Loss from operations $ (404,895 ) $ (350,409 ) $ (39,582 ) $ (794,886 ) $ (518,023 ) $ - $ (7,251 ) $ (525,274 ) |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Receivables Tables Abstract | |
RECEIVABLES | June 30, 2019 December 31, 2018 Credit card payments in process of settlement $ 699,463 $ - Vendor rebates receivable 1,433,491 - Trade receivables from customers 348,228 578,569 Other 135,713 - Total receivables 2,616,895 578,569 Allowance for doubtful accounts (29,001 ) (29,001 ) Accounts receivable, net $ 2,587,894 $ 549,568 |
Allowance for doubtful accounts | June 30, 2019 December 31, 2018 Balance at beginning of period $ 29,001 $ 14,001 Provisions for losses - 15,000 Accounts charged-off - - Balance at end of period $ 29,001 $ 29,001 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventories | |
Schedule of Inventory | June 30, 2019 December 31, 2018 Machinery and Equipment $ 166,411 $ 427,551 Parts 162,240 159,685 Appliances 2,092,121 - Furniture 326,633 - Other 40,569 - Subtotal 2,787,974 587,236 Allowance for inventory obsolescence (99,546 ) (99,546 ) Inventories, net $ 2,688,428 $ 487,690 |
Schedule of transactions in the allowance for inventory | June 30, 2019 December 31, 2018 Balance at beginning of period $ 99,546 $ 70,000 Provisions for obsolescence - 48,000 Write-down in inventory value - (18,454 ) Balance at end of period $ 99,546 $ 99,546 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property And Equipment | |
Schedule of property and equipment | Classification June 30, 2019 December 31, 2018 Buildings and improvements $ 5,338 $ 5,338 Equipment and machinery 3,024,341 2,943,490 Tractors 2,834,888 2,834,888 Trucks and other vehicles 1,147,304 1,147,304 Leasehold improvements 117,626 - Total 7,129,497 6,931,020 Less: Accumulated depreciation (3,117,132 ) (2,439,931 ) Property and equipment, net $ 4,012,365 $ 4,491,089 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets | |
Schedule of intangible assets | Customer Relationships June 30, 2019 December 31, 2018 Identifiable intangible assets, gross $ 34,000 $ 34,000 Accumulated amortization (15,867 ) (12,467 ) Identifiable intangible assets, net $ 18,133 $ 21,533 |
Annual amortization expense | 2019 (remainder) 2020 2021 2022 Total |
ACQUISITION (Tables)
ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Acquisition | |
Preliminary analysis for the Goedeker asset purchase | Provisional Purchase Consideration at preliminary fair value: Note payable, net of $215,500 of capitalized financing costs $ 4,484,500 Proceeds from notes payable 2,583,000 Amount of consideration $ 7,067,500 Assets acquired and liabilities assumed at preliminary fair value Cash $ 1,285,213 Accounts receivable 792,173 Inventories 2,516,128 Working capital adjustment receivable and other assets 554,636 Property and equipment 206,612 Accounts payable and accrued expenses (2,472,568 ) Customer deposits (2,196,409 ) Other liabilities - Net tangible assets acquired $ 685,785 Total net assets acquired $ 685,785 Consideration paid 7,067,500 Preliminary goodwill $ 6,381,715 For the Six Months Ended June 30, 2019 2018 Revenues, net $ 25,967,483 $ 31,159,223 Net loss allocable to common shareholders $ (2,309,445 ) $ (8,607 ) Net loss per share $ (0.73 ) $ (0.00 ) Weighted average number of shares outstanding 3,165,625 3,165,625 |
TERM LOAN (Tables)
TERM LOAN (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Term Loan | |
Schedule of annual minimum future lease payments | Amount 2019 (remainder) $ 187,500 2020 3,724,757 2021 375,000 2022 375,000 2023 93,750 Total payments 4,756,007 Less current portion of principal payments 599,798 Debt issuance costs, net (402,968 ) Long-term portion of principal payments $ 3,753,241 |
FINANCING LEASES (Tables)
FINANCING LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Financing Leases | |
Schedule of Future Minimum Lease Payments for Capital Leases | Amount 2019 (remainder of year) $257,942 2020 464,269 2021 464,269 2022 77,335 Total minimum lease payments 1,263,815 Less amount representing interest 264,825 Present value of minimum lease payments 998,990 Less current portion of minimum lease (322,827) Less debt issuance costs, net (31,083) Less payments to Utica for release of lien (249,784) Less lease deposits (38,807) End of lease buyout payments 87,011 Long-term present value of minimum lease payment $443,500 |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Operating Lease | |
Schedule of supplemental balance sheet information | June 30, 2019 Operating lease right-of-use lease asset $ 624,157 Accumulated amortization (29,034 ) Net balance $ 595,123 Lease liability, current portion 61,130 Lease liability, long term 533,993 Total operating lease liabilities $ 595,123 Weighted Average Remaining Lease Term - operating leases 92 Months Weighted Average Discount Rate - operating leases 6.85 % |
Schedule of maturities of the lease liability | For the Years Ended 2019 (July to December) $ 270,000 2020 540,000 2021 540,000 2022 540,000 2023 540,000 2024 135,000 Total lease payments 2,565,000 Less imputed interest 363,166 Maturities of lease liabilities $ 2,201,834 |
Supplemental balance sheet information related to leases | June 30, 2019 Operating lease right-of-use lease asset $ 2,300,000 Accumulated amortization (98,166 ) Net balance $ 2,201,834 Lease liability, current portion 373,860 Lease liability, long term 1,827,974 Total operating lease liabilities $ 2,201,834 Weighted Average Remaining Lease Term - operating leases 57 Months Weighted Average Discount Rate - operating leases 6.50 % |
Maturities of the lease liability | For the Years Ended 2019 (July to December) $ 270,000 2020 540,000 2021 540,000 2022 540,000 2023 540,000 2024 135,000 Total lease payments 2,565,000 Less imputed interest 363,166 Maturities of lease liabilities $ 2,201,834 |
SUPPLEMENTAL DISCLOSURES OF C_2
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Supplemental disclosures of cash flow information | For the Six Months Ended June 30, 2019 2018 Interest paid $ 423,539 $ 360,664 Income tax paid $ - $ - Business Combinations: Current Assets $ 3,308,301 $ - Property and equipment $ 207,604 $ - Working capital adjustment receivable $ 553,643 $ - Assumed liabilities $ (4,668,977 ) $ - Goodwill $ 6,381,715 $ - Cash acquired in acquisition of Goedeker $ 1,285,214 $ - Financing: Term Loan $ 1,500,000 $ - Debt discount financing costs (178,000 ) - Warrant feature upon issuance of term loan (229,244 ) - Term loan, net $ 1,092,756 $ - Line of Credit $ 754,682 $ - Debt discount on line of credit (128,682 ) - Issuance of common shares on promissory note (137,500 ) - Line of Credit, net $ 488,500 $ - Promissory Note $ 714,286 $ - Promissory Note original issue and debt discount (79,286 ) - Warrants issued in conjunction with notes payable (292,673 ) - Promissory Note, net $ 342,327 $ - 9% Subordinated Promissory Note $ 4,700,000 $ - Debt discount financing costs (215,500 ) - 9% Subordinated Promissory Note, net $ 4,484,500 $ - Warrant liability $ 229,244 $ - Additional Paid in Capital $ 430,173 $ - |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | 6 Months Ended |
Jun. 30, 2019 | |
State of incorporation | Delaware |
Date of Incorporation | Jan. 22, 2013 |
Goedeker Television [Member] | |
Acquired interest description | The Company owns 70% of 1847 Holdco, with the remaining 30% held by third-parties in connection with such acquisition. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total services | $ 976,326 | $ 1,005,554 | $ 1,551,724 | $ 1,659,628 |
Sales of parts and equipment | 615,836 | 464,042 | 852,810 | 572,613 |
Total revenue | 1,592,192 | 1,469,596 | 2,404,534 | 2,232,241 |
Trucking [Member] | ||||
Total services | 511,369 | 510,422 | 883,841 | 1,012,028 |
Waste Hauling [Member] | ||||
Total services | 272,028 | 221,259 | 376,357 | 256,030 |
Repairs [Member] | ||||
Total services | 84,679 | 158,218 | 137,607 | 257,297 |
Other [Member] | ||||
Total services | $ 108,250 | $ 115,655 | $ 153,919 | $ 134,273 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disclosure Summary Of Significant Accounting Policies Details 1Abstract | ||||
Appliance sales | $ 8,759,916 | $ 8,759,916 | ||
Furniture sales | 1,702,284 | 1,702,284 | ||
Other sales | 153,850 | 153,850 | ||
Total revenue | $ 10,616,050 | $ 10,616,050 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 6 Months Ended |
Jun. 30, 2019 | |
Minimum [Member] | |
Estimated useful lives of property and quipment | 4 years |
Maximum [Member] | |
Estimated useful lives of property and quipment | 5 years |
Building and Improvements [Member] | |
Estimated useful lives of property and quipment | 4 years |
Machinery & Equipment [Member] | Minimum [Member] | |
Estimated useful lives of property and quipment | 3 years |
Machinery & Equipment [Member] | Maximum [Member] | |
Estimated useful lives of property and quipment | 7 years |
Tractors [Member] | Minimum [Member] | |
Estimated useful lives of property and quipment | 3 years |
Tractors [Member] | Maximum [Member] | |
Estimated useful lives of property and quipment | 7 years |
Trucks and vehicles [Member] | Minimum [Member] | |
Estimated useful lives of property and quipment | 3 years |
Trucks and vehicles [Member] | Maximum [Member] | |
Estimated useful lives of property and quipment | 6 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Summary Of Significant Accounting Policies Details 3Abstract | |
Acquired intangible Asset | Customer-Related |
Amortization Basis | Straight-line basis |
Expected Life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | May 10, 2018 | Jan. 22, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Stock Split | 5-for-1 | 1-for-5 | |||||
Increase/Decrease in issued and outstanding common shares | 623,125 to 3,115,625 shares | 3,115,500 to 623,125 shares | |||||
Obsolescence allowance | $ (99,546) | $ (99,546) | $ (99,546) | ||||
NET LOSS | (1,255,740) | $ (424,770) | (1,890,999) | $ (1,217,962) | |||
Working capital | (5,216,358) | (5,216,358) | |||||
Unbilled receivables | 0 | 0 | 139,766 | ||||
Allowance for loss | $ 29,001 | $ 29,001 | |||||
Potentially dilutive securities | 919,451 | ||||||
Net cash used in operating activities | $ (452,738) | $ (1,079,423) | |||||
January 1, 2019 [Member] | |||||||
ROU financing lease assets | 624,157 | 624,157 | |||||
Financing lease liabilities | 624,157 | 624,157 | |||||
Noncurrent financing lease liabilities | $ 559,972 | $ 559,972 | |||||
Promissory Notes [Member] | |||||||
Potentially dilutive securities | 200,000 | ||||||
Warrant [Member] | |||||||
Potentially dilutive securities | 719,451 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | ||||
Services | $ 976,326 | $ 1,005,554 | $ 1,551,724 | $ 1,659,628 |
Sales of parts and equipment | 615,836 | 464,042 | 852,810 | 572,613 |
Furniture and appliances revenue | 10,616,050 | 10,616,050 | ||
Total revenue | 12,208,213 | 1,469,596 | 13,020,584 | 2,232,241 |
Total cost of sales | 9,331,976 | 458,303 | 9,545,726 | 556,591 |
Total operating expenses | 3,671,122 | 1,536,567 | 5,031,254 | 3,085,254 |
Loss from operations | (794,886) | (525,274) | (1,556,396) | (1,409,604) |
Land Management Services [Member] | ||||
Revenue | ||||
Services | 976,327 | 1,005,554 | 1,551,724 | 1,659,628 |
Sales of parts and equipment | 615,836 | 464,042 | 852,810 | 572,613 |
Furniture and appliances revenue | ||||
Total revenue | 1,592,163 | 1,469,596 | 2,404,534 | 2,232,241 |
Total cost of sales | 559,404 | 458,303 | 773,154 | 556,591 |
Total operating expenses | 1,437,654 | 1,529,316 | 2,757,491 | 2,872,973 |
Loss from operations | (404,895) | (518,023) | (1,126,110) | (1,197,323) |
Retail & Appliances [Member] | ||||
Revenue | ||||
Services | ||||
Sales of parts and equipment | ||||
Furniture and appliances revenue | 10,616,050 | 10,616,050 | ||
Total revenue | 10,616,050 | 10,616,050 | ||
Total cost of sales | 8,772,572 | 8,772,572 | ||
Total operating expenses | 2,193,887 | 2,193,887 | ||
Loss from operations | (350,409) | (350,409) | ||
Corporate Services [Member] | ||||
Revenue | ||||
Services | ||||
Sales of parts and equipment | ||||
Furniture and appliances revenue | ||||
Total revenue | ||||
Total cost of sales | ||||
Total operating expenses | 39,582 | 7,251 | 79,877 | 212,281 |
Loss from operations | $ (39,582) | $ (7,251) | $ (79,877) | $ (212,281) |
RECEIVABLES (Details)
RECEIVABLES (Details) - USD ($) | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure Receivables Details Abstract | ||||
Credit card payments in process of settlement | $ 699,463 | |||
Vendor rebates receivable | 1,433,491 | |||
Trade receivables from customers | 578,569 | 348,228 | ||
Other | 135,713 | |||
Total receivables | 578,569 | 2,616,895 | ||
Allowance for doubtful accounts | (29,001) | (29,001) | $ 29,001 | $ 14,001 |
Accounts receivable, net | $ 549,568 | $ 2,587,894 | $ 549,568 |
RECEIVABLES (Details 1)
RECEIVABLES (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Disclosure Receivables Details 1Abstract | ||
Balance at beginning of period | $ 29,001 | $ 14,001 |
Provisions for losses | 15,000 | |
Accounts charged-off | ||
Balance at end of period | $ (29,001) | $ 29,001 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Subtotal | $ 2,787,974 | $ 587,236 |
Allowance for inventory obsolescence | (99,546) | (99,546) |
Inventory, net | 2,688,428 | 487,690 |
Machinery & Equipment [Member] | ||
Subtotal | 166,411 | 427,551 |
Parts [Member] | ||
Subtotal | 162,240 | 159,685 |
Appliances [Member] | ||
Subtotal | 2,092,121 | |
Furniture [Member] | ||
Subtotal | 326,633 | |
Other [Member] | ||
Subtotal | $ 40,569 |
INVENTORIES (Details 1)
INVENTORIES (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Disclosure Inventories Details 1Abstract | ||
Balance at beginning of period | $ 99,546 | $ 70,000 |
Provisions for obsolescence | 48,000 | |
Write-down in inventory value | (18,454) | |
Balance at end of period | $ 99,546 | $ 99,546 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Machinery & Equipment [Member] | ||
Pledged assets secure floor plan loans | $ 61,305 | |
Parts [Member] | ||
Pledged assets secure floor plan loans | $ 2,976 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Total | $ 7,129,497 | $ 6,931,020 |
Less: Accumulated depreciation | (3,117,132) | (2,439,931) |
Property and equipment, net | 4,012,365 | 4,491,089 |
Buildings And Improvements [Member] | ||
Total | 5,338 | 5,338 |
Machinery & Equipment [Member] | ||
Total | 3,024,341 | 2,943,490 |
Tractors [Member] | ||
Total | 2,834,888 | 2,834,888 |
Trucks And Other Vehicles [Member] | ||
Total | 1,147,304 | 1,147,304 |
Leasehold improvements [Member] | ||
Total | $ 117,626 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Disclosure Property And Equipment Details Narrative Abstract | ||
Depreciation expense | $ 684,686 | $ 704,500 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accumulated amortization | $ (3,400) | $ (3,400) |
Identifiable intangible assets, net | 18,133 | 21,533 |
Customer Relationships [Member] | ||
Identifiable intangible assets, gross | 34,000 | 34,000 |
Accumulated amortization | (12,467) | |
Identifiable intangible assets, net | $ 18,133 | $ 21,533 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Disclosure Intangible Assets Details 1Abstract | ||
2019 (remainder) | $ 3,400 | |
2020 | 6,800 | |
2021 | 6,800 | |
2022 | 1,133 | |
Total | $ 18,133 | $ 21,533 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Weighted average estimated useful life | 5 years | |
Amortization expense | $ 3,400 | $ 3,400 |
Customer Relationships [Member] | ||
Identifiable intangible assets | $ 34,000 | 34,000 |
Amortization expense | $ 12,467 |
ACQUISITION (Details)
ACQUISITION (Details) - Goedeker [Member] | Jun. 30, 2019USD ($) |
Provisional Purchase Consideration at preliminary fair value: | |
Note payable, net of $215,500 of capitalized financing costs | $ 4,484,500 |
Proceeds from notes payable | 2,583,000 |
Amount of consideration | 7,067,500 |
Assets acquired and liabilities assumed at fair value | |
Cash | 1,285,213 |
Accounts receivable | 792,173 |
Inventories | 2,516,128 |
Working capital adjustment receivable and other assets | 554,636 |
Property and equipment | 206,612 |
Accounts payable and accrued expenses | (2,472,568) |
Customer deposits | (2,196,409) |
Other liabilities | |
Net tangible assets acquired | 685,785 |
Consideration paid | 7,067,500 |
Preliminary goodwill | $ 6,381,715 |
ACQUISITION (Details 1)
ACQUISITION (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net loss per share | $ (0.26) | $ (0.08) | $ (0.38) | $ (0.25) |
Weighted average number of shares outstanding | 3,162,322 | 3,115,625 | 3,138,981 | 3,115,625 |
Business Acquisitions [Member] | ||||
Revenues, net | $ 25,967,483 | $ 31,159,223 | ||
Net loss allocable to common shareholders | $ (2,309,445) | $ (8,607) | ||
Net loss per share | $ (0.73) | $ 0 | ||
Weighted average number of shares outstanding | 3,165,625 | 3,165,625 |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Business acquisition purchase price payabble in promissory note | $ 8,000 | |||||
Revenue | 12,208,213 | $ 1,469,596 | 13,020,584 | $ 2,232,241 | ||
Net loss | (1,255,740) | $ (424,770) | (1,890,999) | $ (1,217,962) | ||
Goedeker [Member] | ||||||
Revenue | 10,616,050 | |||||
Net loss | 691,645 | |||||
April 5, 2019 [Member] | Goedeker [Member] | ||||||
Business acquisition purchase price | 6,200,000 | 6,200,000 | 6,200,000 | |||
Business acquisition purchase price payabble in promissory note | 4,100,000 | 4,100,000 | 4,100,000 | |||
Business acquisition purchase price in cash | 1,500,000 | 1,500,000 | 1,500,000 | |||
Business acquisition purchase price payabble earn out payments | 600,000 | 600,000 | $ 600,000 | |||
Additional consideration description | 1847 Holdco agreed to issue to each of the Stockholders a number of shares of its common stock equal to a 11.25% non-dilutable interest (22.5% total) in all of the issued and outstanding stock of 1847 Holdco as of the closing date. | |||||
Adjusted cash portion | $ 478,000 | $ 478,000 | $ 478,000 | |||
Business acquisition purchase price in cash description | The cash portion of the purchase price is subject to a customary post-closing working capital adjustment provision with a target working capital of $(1,802,000) (negative amount). | |||||
April 5, 2019 [Member] | Goedeker Television [Member] | ||||||
Earn out payments description | Goedeker Television is also entitled to receive the following payments (the “Earn Out Payments”) to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the Goedeker Purchase Agreement) targets: 1. An Earn Out Payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater; 2. An Earn Out Payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater; and 3. An Earn Out Payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the second anniversary of the closing date is $2,500,000 or greater. | |||||
Minimum [Member] | ||||||
Estimated useful life | 4 years | |||||
Maximum [Member] | ||||||
Estimated useful life | 5 years |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) | 5 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Home State Bank [Member] | ||
Line of credit principal amount | $ 591,315 | $ 591,315 |
Line of credit outstanding | 483,448 | 483,448 |
Unamortized debt discount | 108,167 | 108,167 |
Goedeker [Member] | April 5, 2019 [Member] | ||
Borrowed amount | $ 744,000 | 744,000 |
Monthly collateral management fee | 1,700 | |
Burnley [Member] | April 5, 2019 [Member] | ||
Line of credit facility interest description | The revolving note bears interest at a per annum rate equal to the greater of (i) the LIBOR Rate (as defined in the loan and security agreement) plus 6.00% or (ii) 8.50%; provided that upon an event of default (as defined below) all loans, all past due interest and all fees shall bear interest at a per annum rate equal to the foregoing rate plus 3.00%. | |
Note due date | Apr. 5, 2022 | |
Burnley [Member] | April 5, 2019 [Member] | Maximum [Member] | ||
Issuance of revolving note | $ 1,500,000 | $ 1,500,000 |
TERM LOANS (Details)
TERM LOANS (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
2020 | $ 257,942 | |
2021 | 464,269 | |
2022 | 464,269 | |
2023 | 77,335 | |
Less current portion of principal payments | 1,248,423 | $ 293,641 |
Long-term portion of principal payments | 3,104,616 | $ 3,262,434 |
Promissory Notes [Member] | ||
2019 (remainder) | 187,500 | |
2020 | 3,724,757 | |
2021 | 375,000 | |
2022 | 375,000 | |
2023 | 93,750 | |
Total payments | 4,756,007 | |
Less current portion of principal payments | 599,798 | |
Debt issuance costs, net | (402,968) | |
Long-term portion of principal payments | $ 3,753,241 |
TERM LOANS (Details Narrative)
TERM LOANS (Details Narrative) - USD ($) | Jun. 13, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Amortization of debt issuance costs | $ 106,736 | $ 91,431 | |
Neese [Member] | Home State Bank [Member] | |||
Debt instrument, periodic payment, principal | $ 3,654,074 | ||
Debt instrument, interest rate | 6.85% | ||
Debt instrument, periodic payment | $ 302,270 | ||
Debt instrument, maturity date range, start | Jan. 20, 2019 | ||
Debt instrument, maturity date range, end | Jul. 20, 2020 | ||
Debt instrument, maturity date, description | Beginning on January 20, 2019 and continuing every six months thereafter until July 20, 2020, the maturity date; provided however, that Neese will pay the note in full immediately upon demand by Home State Bank. | ||
Debt instrument, lease buyout amount | $ 2,780,052 | ||
Debt instrument, release fees | 124,650 | ||
Debt instrument, lease deposit | $ 72,322 | ||
Debt instrument, remaining balance of lease | 383,052 | ||
Interest payment of promissory notes | 40,000 | ||
Repayment of secured loan | 21,500 | ||
Debt issuance costs, net | 51,427 | ||
Amortization of debt issuance costs | 16,200 | ||
SBCC [Member] | April 5, 2019 [Member] | |||
Term loan principal amount | $ 1,500,000 | ||
Warrant term | 10 years | ||
Debt instrument, interest rate description | Interest at the sum of the cash interest rate (defined as 11% per annum) plus the PIK interest rate (defined as 2% per annum); provided that upon an event of default all principal, past due interest and all fees shall bear interest at a per annum rate equal to the cash interest rate and the PIK interest rate, in each case plus 3.00%. | ||
Debt instrument, periodic payment | $ 93,750 | ||
Debt instrument, maturity date range, end | Apr. 5, 2023 |
FLOOR PLAN LOANS PAYABLE (Detai
FLOOR PLAN LOANS PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Floor plan loans payable | $ 21,071 | $ 109,100 |
Floor Plan Loans [Member] | ||
Machinery and Equipment inventory pledged to secure a loan | 21,071 | |
Floor plan loans payable | $ 21,071 | $ 21,071 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Common stock shares issued | 3,165,625 | 3,115,625 | |
Common stock shares issued, value | $ 3,165 | $ 3,115 | |
Promissory notes – current portion | $ 327,927 | ||
Interest rate | 8.00% | ||
Promissory note payable | |||
Interest on the promissory notes | 40,000 | ||
Minimum [Member] | |||
EBITDA threshold | $ 1,300,000 | ||
1847 Neese [Member] | Neese Acquisition [Member] | Vesting Promissory Note [Member] | |||
Business acquisition vesting promissory note | $ 1,875,000 | ||
Interest rate | 8.00% | ||
Maturity Date | Jun. 30, 2020 | ||
1847 Neese [Member] | Neese Acquisition [Member] | Short-Term Promissory Note [Member] | |||
Interest rate | 10.00% | ||
Promissory note payable | $ 1,025,000 | ||
Description for prepayment of the promissory note and accrued interest | , that the unpaid principal, and all accrued, but unpaid, interest thereon shall be prepaid if at any time, and from time to time, the cash on hand of 1847 Neese and Neese exceeds $250,000 and, then, the prepayment shall be equal to the amount of cash in excess of $200,000 until the unpaid principal and accrued, but unpaid, interest thereon is fully prepaid. | ||
Cash balance to prepay outstanding promissory note and accrued interest | $ 250,000 | ||
Prepayment of short term debt in excess of cash balance, amount | 200,000 | ||
Fiscal Year 2017 [Member] | |||
Adjusted EBITDA target for vesting of promissory note | 788,958 | ||
Threshold amount promissory note | $ 1,300,000 | ||
Description of vesting promissory note | Fiscal Year 2017: If Adjusted EBITDA for the fiscal year ending December 31, 2017, exceeds an Adjusted EBITDA target of $1,300,000 (the Adjusted EBITDA Target), then a portion of the principal amount of the vesting promissory note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2017 through the Maturity Date. For the year ended December 31, 2017, Adjusted EBITDA was $788,958, below the threshold amount of $1,300,000, therefore no portion of the note vested in fiscal year 2017. | ||
Fiscal Year 2018 [Member] | |||
Adjusted EBITDA target for vesting of promissory note | $ 320,000 | ||
Threshold amount promissory note | $ 1,300,000 | ||
Description of vesting promissory note | Fiscal Year 2018: If Adjusted EBITDA for the fiscal year ending December 31, 2018, exceeds the Adjusted EBITDA Target, then a portion of the principal amount of the vesting promissory note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2018 through the Maturity Date. For the year ended December 31, 2018, Adjusted EBITDA was approximately $320,000, below the threshold amount of $1,300,000, therefore no portion of the note vested in fiscal year 2018. | ||
Fiscal Year 2019 [Member] | |||
Description of vesting promissory note | Fiscal Year 2019: If Adjusted EBITDA for the fiscal year ending December 31, 2019, exceeds the Adjusted EBITDA Target, then a portion of the principal amount of the vesting promissory note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2019 through the Maturity Date. | ||
SBCC [Member] | April 5, 2019 [Member] | |||
Term loan principal amount | $ 1,500,000 | ||
SBCC [Member] | April 5, 2019 [Member] | Promissory Notes [Member] | |||
Term loan principal amount | $ 714,286 | ||
Common stock shares issued | 50,000 | ||
Common stock shares issued, value | $ 137,500 | ||
Shares issuable upon warrants exercised | 200,000 | ||
Warrant exercise price | $ 1.25 | ||
Original issue discount | $ 64,286 | ||
Purchase price of note | 650,000 | ||
Debt discount | 292,673 | ||
Amortizaton of financing costs | 103,145 | ||
Promissory notes – current portion | 327,927 | ||
Promissory notes | 599,911 | ||
Unamortized debt discount | $ 271,984 | ||
Interest rate | 12.00% | ||
Goedeker [Member] | April 5, 2019 [Member] | 9% Subordinated Promissory Note [Member] | |||
Term loan principal amount | $ 4,100,000 | ||
Business acquisition purchase price payabble earn out payments | 600,000 | ||
Promissory notes – current portion | 4,502,458 | ||
Promissory notes | 4,700,000 | ||
Unamortized debt discount | $ 197,542 | ||
Interest rate | 9.00% | ||
Maturity Date | Apr. 5, 2023 |
FINANCING LEASES (Details)
FINANCING LEASES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
For the year ending December 31, | ||
2019 (remainder of year) | $ 257,942 | |
2020 | 464,269 | |
2021 | 464,269 | |
2022 | 77,335 | |
Total minimum lease payments | 1,263,815 | |
Less amount representing interest | 264,825 | |
Present value of minimum lease payments | 998,990 | |
Less current portion of minimum lease | (322,827) | $ (299,157) |
Less debt issuance costs, net | (31,083) | |
Less payments to Utica for release of lien | (249,784) | |
Less lease deposits | (38,807) | |
End of lease buyout payments | 87,011 | |
Long-term present value of minimum lease payment | $ 443,500 |
FINANCING LEASES (Details Narra
FINANCING LEASES (Details Narrative) | Feb. 01, 2018USD ($) | Jun. 14, 2017USD ($) | Mar. 03, 2017USD ($) | Mar. 02, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Oct. 31, 2017USD ($) | Apr. 18, 2018USD ($) |
Amortization of debt issuance costs | $ 106,736 | $ 91,431 | ||||||
Number of payments | 46 | |||||||
Forbearance amount | $ 173,376 | |||||||
Forbearance fee | $ 4,500 | |||||||
Current balance of the term loan | 475,000 | |||||||
Lease payable beginning | 12,882 | |||||||
Lease payable ending | 38,000 | |||||||
Early payout loss | 405,674 | |||||||
Loss from the write-off of unamortized debt issuance costs | 95,130 | |||||||
Delayed payment | $ 85,322 | |||||||
Master Lease Agreement [Member] | ||||||||
Lease term, Description | If any rent is not received by Utica within five (5) calendar days of the due date, the Lessee shall pay a late charge equal to ten (10%) percent of the amount. | |||||||
Administration fee | $ 5,000 | |||||||
Leases payable description under lease agreement | The lesser of: (a) $162,000 (five percent (5%) of the Total Invoice Cost (as defined in the Master Lease Agreement)); or (b) the fair market value of the Equipment, as determined by Utica. Upon the expiration of the Amendment to the Master Lease Agreement, the Lessee is required to pay, together with all other amounts then due and payable under the Master Lease Agreement, in cash, an end of term buyout price equal to the lesser of: (a) $49,000 (five percent (5%) of the Total Invoice Cost (as defined in the Master Lease Agreement)); or (b) the fair market value of the Equipment, as determined by Utica. | |||||||
Interest rate, capitalized lease | 15.30% | |||||||
Debt issuance costs | $ 31,083 | |||||||
Amortization of debt issuance costs | 8,100 | |||||||
Capital lease term | 51 months | |||||||
Lease rent monthly | $ 53,000 | |||||||
Number of months | 3 months | |||||||
Increased monthly rent | $ 85,322 | |||||||
Number of months for increased rent | 48 months | |||||||
Payments made to related party against loan taken for equipment | $ 90,260 | |||||||
Master Lease Agreement [Member] | Utica Leaseco, LLC [Member] | Equipment [Member] | ||||||||
Proceeds from capital lease | $ 3,240,000 | |||||||
Master Lease Agreement [Member] | Utica [Member] | ||||||||
Proceeds from capital lease | $ 980,000 | |||||||
Capital lease term | 51 months | |||||||
Lease rent monthly | $ 53,000 | $ 25,807 | ||||||
Number of months | 3 months | |||||||
Late payment fee | $ 2,650 | $ 5,300 | ||||||
Master Lease Agreement [Member] | First amendment lease documentst [Member] | ||||||||
Administration fee | $ 2,500 | |||||||
Capital lease term | 57 months | |||||||
Lease rent monthly | $ 53,000 | |||||||
Number of months | 10 months | |||||||
Increased monthly rent | $ 85,322 | |||||||
Number of months for increased rent | 47 months |
OPERATING LEASE (Details)
OPERATING LEASE (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Disclosure Operating Lease Details Abstract | ||
Operating lease right-of-use lease asset | $ 624,157 | $ 2,300,000 |
Accumulated amortization | (29,034) | (98,166) |
Net balance | 595,123 | 2,201,834 |
Lease liability, current portion | 61,130 | 373,860 |
Lease liability, long term | 533,993 | 1,827,974 |
Total operating lease liabilities | $ 595,123 | $ 2,201,834 |
Weighted Average Remaining Lease Term - operating leases | 92 months | 57 months |
Weighted Average Discount Rate - operating leases | 6.85% | 6.50% |
OPERATING LEASE (Details 1)
OPERATING LEASE (Details 1) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Disclosure Operating Lease Details 1Abstract | ||
2019 (July to December) | $ 50,000 | $ 270,000 |
2020 | 100,000 | 540,000 |
2021 | 100,000 | 540,000 |
2022 | 100,000 | 540,000 |
2023 | 100,000 | 540,000 |
2024 | 100,000 | 135,000 |
Thereafter | 225,000 | |
Total lease payments | 775,000 | 2,565,000 |
Less imputed interest | 179,877 | 363,166 |
Maturities of lease liabilities | $ 595,123 | $ 2,201,834 |
OPERATING LEASE (Details Narra
OPERATING LEASE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Annual payments for lease payments | $ 775,000 | $ 2,565,000 |
Interest rate on unpaid amount | 18.00% | |
Operating lease base rent | $ 8,333 | |
Long-term accrued liability | 158,333 | |
Operating lease liabilities | 595,123 | |
May 2014 [Member] | ||
Annual payments for lease payments | $ 11,830 | |
Lease term | 5 years | |
April 5, 2019 [Member] | ||
Lease term | 5 years | |
Operating lease base rent | $ 45,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | Jan. 03, 2018 | Mar. 03, 2017 | Apr. 15, 2013 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Mar. 13, 2018 |
Advances, related party | $ 177,483 | $ 174,333 | |||||
Management fee | 125,000 | $ 125,000 | |||||
Long term accrued liability | 346,642 | ||||||
Note payable - related party | 117,000 | 117,000 | |||||
Accrued interest | 12,255 | 7,549 | |||||
Officer [Member] | |||||||
Advances, related party | 118,833 | ||||||
Manager [Member] | |||||||
Advances, related party | 58,650 | $ 55,500 | |||||
Promissory Note [Member] | |||||||
Initial principal amount | $ 50,000 | ||||||
Additional advances, description | The note provides that the Company may from time to time request additional advances from the Manager up to an aggregate additional amount of $100,000, which will be added to the note if the Manager, in its sole discretion, so provides. | ||||||
Fixed annual interest rate | 8.00% | ||||||
Interest rate | 12.00% | ||||||
Repayment, description | In the event the Company completes a financing involving at least $500,000, the Company must, contemporaneously with the closing of such financing transaction, repay the entire outstanding principal and accrued and unpaid interest on the note. | ||||||
Offsetting Management Services Agreement [Member] | |||||||
Management consulting fee, quarterly | $ 62,500 | ||||||
Management Services Agreement [Member] | |||||||
Description of management fee | Quarterly management fee equal to 0.5% (2.0% annualized) of its adjusted net assets for services performed. | ||||||
Description of gross income | Expected to exceed, 9.5% of the Company’s gross income with respect to such fiscal year | ||||||
K&A Holdings [Member] | |||||||
Long-term accrued liability | $ 125,000 | ||||||
Maximum [Member] | Officer [Member] | |||||||
Management fee | $ 100,000 | ||||||
April 5, 2019 [Member] | |||||||
Lease term | 5 years | ||||||
April 5, 2019 [Member] | Manager [Member] | |||||||
Description of management fee | Quarterly management fee equal to the greater of $62,500 or 2% of adjusted net assets | ||||||
Management consulting fee, quarterly | $ 62,500 | ||||||
April 5, 2019 [Member] | Goedeker Television [Member] | |||||||
Interest rate | 9.00% | ||||||
April 5, 2019 [Member] | Maximum [Member] | |||||||
Management fee | $ 250,000 |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Common shares,authorized | 500,000,000 | 500,000,000 | |
Common shares, issued | 3,165,625 | 3,115,625 | |
Common shares, outstanding | 3,165,625 | 3,115,625 | |
Common shares, voting rights | one vote | ||
Ownership of allocation shares by manager | 100.00% | ||
Allocation of profit | 20.00% | ||
Interest rate | 8.00% | ||
Noncontrolling interest, ownership percentage | 45.00% | ||
Net loss attributable to non-controlling interests | $ (501,647) | $ (451,231) | |
Allocation shares, authorized | 1,000 | 1,000 | |
Allocation shares, outstanding | 1,000 | 1,000 | |
Change in warrant liability | $ 2,600 | ||
Noncontrolling Interest | 1847 Neese [Member] | |||
Acquisition interest acquired | 55.00% | ||
Noncontrolling Interest | 1847 Holdco [Member] | |||
Acquisition interest acquired | 70.00% | ||
Net loss attributable to non-controlling interests | $ (195,822) | ||
SBCC [Member] | April 5, 2019 [Member] | |||
Warrant description | Warrant (the “SBCC Warrant”) to purchase shares of the most senior capital stock of 1847 Goedeker equal to 5.0% of the outstanding equity securities of 1847 Goedeker on a fully-diluted basis for an aggregate price equal to $100. | ||
Warrant term | 10 years | ||
Derivative liability | $ 270,600 | ||
Change in warrant liability | 2,600 | ||
Remeasured derivative liability | $ 268,000 | ||
Leonite [Member] | April 5, 2019 [Member] | |||
Common shares, issued | 50,000 | ||
Shares issuable upon warrants exercised | 200,000 | ||
Warrant exercise price | $ 1.25 | ||
Warrant term | 5 years | ||
Dividend yield | 0.00% | ||
Expected volatility | 140.30% | ||
Weighted average risk-free interest rate | 2.31% | ||
Expected life | 5 years | ||
Estimated fair value | $ 2.75 |
SUPPLEMENTAL DISCLOSURES OF C_3
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Interest paid | $ 423,539 | $ 360,664 | |
Income tax paid | |||
Current Assets | 6,192,056 | $ 1,517,116 | |
Property and equipment | 7,129,497 | 6,931,020 | |
Assumed liabilities | 22,956,660 | 8,079,346 | |
Goodwill | 6,403,881 | 22,166 | |
Promissory Note | |||
Warrant liability | 226,644 | ||
Additional Paid in Capital | 442,014 | $ 11,891 | |
Financing [Member] | |||
Term Loan | 1,500,000 | ||
Warrant feature upon issuance of term loan | (229,244) | ||
Term loan, net | 1,092,756 | ||
Line of Credit | 754,682 | ||
Debt discount on line of credit | (128,682) | ||
Issuance of common shares on promissory note | (137,500) | ||
Line of Credit, net | 488,500 | ||
Promissory Note | 714,286 | ||
Promissory Note original issue and debt discount | (79,286) | ||
Warrants issued in conjunction with notes payable | (292,673) | ||
Promissory Note, net | 342,327 | ||
9% Subordinated Promissory Note | 4,700,000 | ||
Debt discount financing costs | (215,500) | ||
9% Subordinated Promissory Note, net | 4,484,500 | ||
Warrant liability | 229,244 | ||
Additional Paid in Capital | 430,173 | ||
Business Combinations [Member] | |||
Current Assets | 3,308,301 | ||
Property and equipment | 207,604 | ||
Working capital adjustment receivable | 553,643 | ||
Assumed liabilities | (4,668,977) | ||
Goodwill | 6,381,715 | ||
Cash acquired in acquisition of Goedeker | $ 1,285,214 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 12, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Business acquisition purchase price payabble in promissory note | $ 8,000 | ||
Subsequent Event [Member] | Signing of Patriot Purchase Agreement [Member] | 1847 PT [Member] | |||
Business acquisition purchase price | $ 35,000,000 | ||
Business acquisition purchase price payabble in promissory note | 14,000,000 | ||
Business acquisition purchase price in cash | 21,000,000 | ||
Working capital defference | 225,000 | ||
Subsequent Event [Member] | Signing of Patriot Purchase Agreement [Member] | 1847 PT [Member] | Minimum [Member] | |||
Indemnified losses | 150,000 | ||
Subsequent Event [Member] | Signing of Patriot Purchase Agreement [Member] | 1847 PT [Member] | Maximum [Member] | |||
Indemnified losses | $ 2,900,000 |