Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 23, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | 1847 Holdings LLC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,444,013 | |
Amendment Flag | false | |
Entity Central Index Key | 0001599407 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 333-193821 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 1,001,617 | $ 174,290 |
Restricted cash | 175,780 | |
Accounts receivable, net | 950,730 | 591,369 |
Inventories, net | 2,523,287 | 235,342 |
Contract assets | 122,016 | |
Prepaid expenses and other current assets | 765,509 | 230,690 |
Discontinued operations – current assets | 18,306,577 | 4,494,402 |
TOTAL CURRENT ASSETS | 23,845,516 | 5,726,093 |
Property and equipment, net | 2,628,728 | 3,181,821 |
Operating lease right of use assets | 891,963 | 565,080 |
Goodwill | 9,529,938 | 22,166 |
Intangible assets, net | 971,897 | 14,733 |
Deferred tax asset | 62,000 | |
Other assets | 375 | 375 |
Discontinued operations – long-term assets | 11,328,204 | 9,784,524 |
TOTAL ASSETS | 49,258,621 | 19,294,792 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 3,607,827 | 1,552,410 |
Floor plan payable | 10,581 | |
Current portion of operating lease liability | 131,846 | 63,253 |
Advances, related party | 185,608 | 43,833 |
Due to seller | 4,356,162 | |
Note payable – related party | 56,900 | 119,400 |
Notes payable – current portion | 1,375,655 | 3,299,364 |
Contract liabilities | 43,428 | |
Customer deposits | 3,037,743 | |
Current portion of financing lease liability | 358,584 | |
Discontinued operations – current liabilities | 23,205,078 | 11,215,928 |
TOTAL CURRENT LIABILITIES | 36,000,247 | 16,663,353 |
Operating lease liability – long term, net of current portion | 760,117 | 501,827 |
Notes payable – long term, net of current portion | 6,273,741 | 1,025,000 |
Deferred tax liability | 62,800 | |
Accrued expenses – long term, related party | 1,246,437 | 905,780 |
Financing lease liability, net of current portion | 275,874 | |
Discontinued operations – long-term liabilities | 3,976,825 | 3,858,952 |
TOTAL LIABILITIES | 48,257,367 | 23,293,586 |
1847 HOLDINGS SHAREHOLDERS’ EQUITY (DEFICIT) | ||
Allocation shares, 1,000 shares issued and outstanding | 1,000 | 1,000 |
Series A preferred stock, 3,157,895 authorized, 2,189,835 outstanding as of September 30, 2020 | 2,404,120 | |
Subscription receivable | (4,160,686) | |
Common Shares, 500,000,000 shares authorized, 4,444,013 and 3,165,625 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 4,444 | 3,165 |
Additional paid-in capital | 7,775,740 | 442,014 |
Accumulated deficit | (4,073,346) | (4,402,043) |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ EQUITY (DEFICIT) | 1,951,272 | (3,955,864) |
NON-CONTROLLING INTERESTS | (950,018) | (42,930) |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) | 1,001,254 | (3,998,794) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | $ 49,258,621 | $ 19,294,792 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Series A preferred stock, authorized | 3,157,895 | |
Series A preferred stock, outstanding | 2,189,835 | |
Series A preferred stock, issued | 2,189,835 | |
Common Shares,authorized | 500,000,000 | 500,000,000 |
Common Shares, issued | 4,444,013 | 3,165,625 |
Common Shares,outstanding | 4,444,013 | 3,165,625 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES | ||||
Services | $ 640,695 | $ 742,041 | $ 1,853,721 | $ 2,293,765 |
Sales of parts and equipment | 1,448,917 | 670,221 | 2,053,964 | 1,523,031 |
Furniture and appliances revenue | 3,141,313 | 4,327,294 | ||
TOTAL REVENUE | 5,230,925 | 1,412,262 | 8,234,979 | 3,816,796 |
OPERATING EXPENSES | ||||
Cost of sales | 3,753,446 | 596,287 | 5,206,229 | 1,369,440 |
Personnel costs | 626,363 | 520,808 | 1,565,651 | 1,524,033 |
Depreciation and amortization | 371,593 | 338,112 | 999,107 | 1,015,152 |
Fuel | 89,169 | 143,658 | 275,368 | 503,923 |
General and administrative | 1,044,076 | 383,940 | 2,547,165 | 1,180,777 |
TOTAL OPERATING EXPENSES | 5,884,647 | 1,982,805 | 10,593,520 | 5,593,325 |
NET LOSS FROM OPERATIONS | (653,722) | (570,543) | (2,358,541) | (1,776,529) |
OTHER INCOME (EXPENSE) | ||||
Financing costs | (161,911) | (8,100) | (206,686) | (24,300) |
Loss on extinguishment of debt | (382,681) | (382,681) | ||
Interest expense | (101,306) | (140,346) | (337,649) | (401,587) |
Gain (loss) on sale of property and equipment | 16,981 | 54,748 | 24,224 | |
TOTAL OTHER INCOME (EXPENSE) | (628,917) | (148,446) | (872,268) | (401,663) |
NET LOSS BEFORE INCOME TAXES | (1,282,639) | (718,989) | (3,230,809) | (2,178,192) |
INCOME TAX BENEFIT | 117,000 | 395,763 | 444,800 | 655,613 |
NET LOSS FROM CONTINUING OPERATIONS | (1,165,639) | (323,226) | (2,786,009) | (1,522,579) |
NET LOSS FROM DISCONTINUED OPERATIONS | (3,661,793) | (856,743) | (8,963,738) | (1,548,389) |
NET LOSS | (4,827,432) | (1,179,969) | (11,749,747) | (3,070,968) |
LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (1,922,849) | (395,258) | (3,930,172) | (1,092,727) |
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | (2,904,583) | (784,711) | (7,819,575) | (1,978,241) |
DEEMED DIVIDEND RELATED TO ISSUANCE OF PREFERRED STOCK | (2,404,120) | (2,404,120) | ||
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS | $ (5,308,703) | $ (784,711) | $ (10,223,695) | $ (1,978,241) |
Net Loss Per Common Share from continuing operations: Basic and diluted (in Dollars per share) | $ (0.31) | $ (0.10) | $ (0.81) | $ (0.48) |
Net Loss Per Common Share from discontinued operations: Basic and diluted (in Dollars per share) | (0.98) | (0.27) | (2.61) | (0.49) |
Net Loss Per Common Share: Basic and diluted (in Dollars per share) | $ (1.42) | $ (0.25) | $ (2.97) | $ (0.63) |
Weighted-average number of common shares outstanding: Basic and diluted (in Shares) | 3,735,235 | 3,165,100 | 3,440,115 | 3,147,918 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Deficit (Unaudited) - USD ($) | Series A Senior Convertible Preferred Shares | Allocation Shares | Subscription Receivable | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Non-Controlling Interest | Total |
Balance, at Dec. 31, 2018 | $ 1,000 | $ 3,115 | $ 11,891 | $ (2,155,084) | $ 112,011 | $ (2,027,067) | ||
Balance, (in Shares) at Dec. 31, 2018 | 3,115,625 | |||||||
Net loss | (368,579) | (266,680) | (635,259) | |||||
Balance, at Mar. 31, 2019 | 1,000 | $ 3,115 | 11,891 | (2,523,663) | (154,669) | (2,662,326) | ||
Balance, (in Shares) at Mar. 31, 2019 | 3,115,625 | |||||||
Balance, at Dec. 31, 2018 | 1,000 | $ 3,115 | 11,891 | (2,155,084) | 112,011 | (2,027,067) | ||
Balance, (in Shares) at Dec. 31, 2018 | 3,115,625 | |||||||
Balance, at Dec. 31, 2019 | 1,000 | $ 3,165 | 442,014 | (4,402,043) | (42,930) | (3,998,794) | ||
Balance, (in Shares) at Dec. 31, 2019 | 3,165,625 | |||||||
Balance, at Mar. 31, 2019 | 1,000 | $ 3,115 | 11,891 | (2,523,663) | (154,669) | (2,662,326) | ||
Balance, (in Shares) at Mar. 31, 2019 | 3,115,625 | |||||||
Common shares issued upon partial conversion of convertible note payable | $ 50 | 430,123 | 430,173 | |||||
Common shares issued upon partial conversion of convertible note payable (in Shares) | 50,000 | |||||||
Net loss | (824,951) | (430,789) | (1,255,740) | |||||
Balance, at Jun. 30, 2019 | 1,000 | $ 3,165 | 442,014 | (3,348,614) | (585,458) | (3,487,893) | ||
Balance, (in Shares) at Jun. 30, 2019 | 3,165,625 | |||||||
Net loss | (784,711) | (395,258) | (1,179,969) | |||||
Balance, at Sep. 30, 2019 | 1,000 | $ 3,165 | 442,014 | (4,133,325) | (980,716) | (4,667,862) | ||
Balance, (in Shares) at Sep. 30, 2019 | 3,165,625 | |||||||
Balance, at Dec. 31, 2019 | 1,000 | $ 3,165 | 442,014 | (4,402,043) | (42,930) | (3,998,794) | ||
Balance, (in Shares) at Dec. 31, 2019 | 3,165,625 | |||||||
Net loss | (1,372,297) | (738,185) | (2,110,482) | |||||
Balance, at Mar. 31, 2020 | 1,000 | $ 3,165 | 442,014 | (5,774,340) | (781,115) | (6,109,276) | ||
Balance, (in Shares) at Mar. 31, 2020 | 3,165,625 | |||||||
Balance, at Dec. 31, 2019 | 1,000 | $ 3,165 | 442,014 | (4,402,043) | (42,930) | $ (3,998,794) | ||
Balance, (in Shares) at Dec. 31, 2019 | 3,165,625 | |||||||
Common shares issued upon option exercise (in Shares) | 77,500 | |||||||
Common shares issued for service | $ 87,550 | |||||||
Common shares issued for service (in Shares) | 50,000 | |||||||
Balance, at Sep. 30, 2020 | 2,404,120 | 1,000 | (4,160,686) | $ 4,444 | 7,775,740 | (4,073,346) | (950,018) | $ 1,001,254 |
Balance, (in Shares) at Sep. 30, 2020 | 4,444,013 | |||||||
Balance, at Mar. 31, 2020 | 1,000 | $ 3,165 | 442,014 | (5,774,340) | (781,115) | (6,109,276) | ||
Balance, (in Shares) at Mar. 31, 2020 | 3,165,625 | |||||||
Common shares issued in connection with acquisition | $ 415 | 1,037,085 | 1,037,500 | |||||
Common shares issued in connection with acquisition (in Shares) | 415,000 | |||||||
Common shares issued for service | $ 100 | 244,900 | 245,000 | |||||
Common shares issued for service (in Shares) | 100,000 | |||||||
Common shares issued upon partial conversion of convertible note payable | $ 100 | 274,900 | 275,000 | |||||
Common shares issued upon partial conversion of convertible note payable (in Shares) | 100,000 | |||||||
Warrants issued in connection with convertible note payable | 448,211 | 118,500 | 566,711 | |||||
Stock compensation | 191,386 | 191,386 | ||||||
Net loss | (3,542,702) | (1,269,137) | (4,811,839) | |||||
Balance, at Jun. 30, 2020 | 1,000 | $ 3,780 | 2,638,496 | (9,317,042) | (1,931,752) | (8,605,518) | ||
Balance, (in Shares) at Jun. 30, 2020 | 3,780,625 | |||||||
Common shares issued in connection with acquisition | $ 700 | 3,674,300 | 3,675,000 | |||||
Common shares issued in connection with acquisition (in Shares) | 700,000 | |||||||
Issuance of warrants for services | 87,550 | 87,550 | ||||||
Common shares issued upon warrant exercise | $ 230 | 62,270 | 62,500 | |||||
Common shares issued upon warrant exercise (in Shares) | 230,000 | |||||||
Common shares issued upon option exercise | $ 78 | 149,922 | 150,000 | |||||
Common shares issued upon option exercise (in Shares) | 77,500 | |||||||
Common shares issued upon partial conversion of convertible note payable | $ 50 | 99,950 | 100,000 | |||||
Common shares issued upon partial conversion of convertible note payable (in Shares) | 50,000 | |||||||
Purchase of common shares from seller shares, cancellation of common shares held in treasury and common share dividend to non-controlling interest | $ (394) | (693,314) | (57,442) | (751,150) | ||||
Purchase of common shares from seller shares, cancellation of common shares held in treasury and common share dividend to non-controlling interest (in Shares) | (394,112) | |||||||
Series A senior convertible preferred shares | 2,404,120 | (4,160,686) | 1,756,566 | |||||
Non-controlling interest – Discontinued operations | 8,205,721 | 2,904,583 | 11,110,304 | |||||
Net loss | (2,904,583) | (1,922,849) | (4,827,432) | |||||
Balance, at Sep. 30, 2020 | $ 2,404,120 | $ 1,000 | $ (4,160,686) | $ 4,444 | $ 7,775,740 | $ (4,073,346) | $ (950,018) | $ 1,001,254 |
Balance, (in Shares) at Sep. 30, 2020 | 4,444,013 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING ACTIVITIES | ||
Net loss | $ (11,749,747) | $ (3,070,968) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Loss on discontinued operations | 8,963,738 | 1,624,920 |
Gain on sale of property and equipment | (54,748) | (24,224) |
Depreciation and amortization | 999,107 | 938,762 |
Stock compensation | 523,936 | |
Loss on extinguishment of debt | 382,681 | |
Amortization of financing costs | 262,625 | 24,300 |
Amortization of original interest discount | 32,813 | |
Amortization of operating lease right-of-use assets | 47,033 | 19,107 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 261,481 | 160,742 |
Inventory | (830,456) | 242,532 |
Prepaid expenses and other assets | (479,684) | (43,068) |
Accounts payable and accrued expenses | 1,456,371 | (269,638) |
Other current liabilities | 1,234,143 | |
Operating lease liability | (47,033) | (19,107) |
Customer deposits | 632,040 | 57,142 |
Deferred taxes and uncertain tax position | (159,800) | (572,398) |
Due to related parties | 23,275 | 5,232 |
Accrued expense long-term | 340,657 | |
Net cash provided by operating activities from continuing operations | 571,476 | 340,290 |
Net cash provided by (used in) operating activities from discontinued operations | 7,383,978 | (1,294,822) |
Net cash provided by (used in) operating activities | 7,955,454 | (954,532) |
INVESTING ACTIVITIES | ||
Cash acquired in acquisitions | 1,398,285 | |
Proceeds from the sale of property and equipment | 49,494 | 39,750 |
Purchase of property and equipment | (26,081) | (17,076) |
Net cash provided by investing activities from continuing operations | 1,421,698 | 22,674 |
Net cash provided by (used in) investing activities from discontinued operations | (51,060) | 1,135,368 |
Net cash provided by investing activities | 1,370,638 | 1,158,042 |
FINANCING ACTIVITIES | ||
Repayments of short-term borrowings | (95,192) | |
Proceeds from notes payable | 969,697 | 27,000 |
Repayment of notes payable | (1,115,841) | (236,832) |
Repayment of floor plan | (10,581) | |
Repayment of grid note | (62,500) | |
Net borrowings from lines of credit | (210,000) | |
Proceeds from exercise of stock options and warrants | 212,500 | |
Financing fees | (113,831) | |
Repayment of financing lease | (659,512) | (363,444) |
Net cash used in financing activities from continuing operations | (990,068) | (668,468) |
Net cash provided by financing activities from discontinued operations | 4,981,959 | 328,126 |
Net cash provided by (used in) financing activities | 3,991,891 | (340,342) |
NET CHANGE IN CASH – Continuing Operations | 1,003,106 | (305,504) |
NET CHANGE IN CASH – Discontinuing Operations | 12,314,877 | 168,672 |
CASH AVAILABLE – Discontinuing Operations | (12,314,877) | (168,672) |
CASH – Continuing Operations | ||
Beginning of period | 174,290 | 333,880 |
End of period | $ 1,177,396 | $ 28,376 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1—ORGANIZATION AND NATURE OF BUSINESS 1847 Holdings LLC (the “Company”) was formed under the laws of the State of Delaware on January 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 March 3, 2017. As a result of this transaction, 1847 Neese owns 55% of 1847 Neese, with the remaining 45% held by the sellers. On March 27, 2020, the Company and the Company’s wholly owned subsidiary 1847 Asien Inc., a Delaware corporation (“1847 Asien”), entered into a stock purchase agreement with Asien’s Appliance, Inc., a California corporation (“Asien’s”), and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as trustees of the Wilhelmsen Family Trust, U/D/T Dated May 1, 1992, pursuant to which 1847 Asien acquired all of the issued and outstanding stock of Asien’s on May 28, 2020 (see Note 9). As a result of this transaction, the Company owns 95% of 1847 Asien, with the remaining 5% held by a third party, and 1847 Asien owns 100% of Asien’s. On August 27, 2020, the Company and the Company’s wholly owned subsidiary 1847 Cabinet Inc., a Delaware corporation (“1847 Cabinet”), entered into a stock purchase agreement with Kyle’s Custom Wood Shop, Inc., an Idaho corporation (“Kyle’s”), and Stephen Mallatt, Jr. and Rita Mallatt, pursuant to which 1847 Cabinet acquired all of the issued and outstanding stock of Kyle’s on September 30, 2020 (see Note 9). As a result of this transaction, the Company owns 92.5% of 1847 Cabinet, with the remaining 7.5% held by a third party, and 1847 Cabinet owns 100% of Kyle’s. On January 10, 2019, the Company established 1847 Goedeker Inc. (“Goedeker”) as a wholly owned subsidiary in the State of Delaware in connection with the proposed acquisition of assets from Goedeker Television Co., a Missouri corporation (“Goedeker Television”). On March 20, 2019, the Company established 1847 Goedeker Holdco Inc. (“Holdco”) as a wholly owned subsidiary in the State of Delaware and subsequently transferred all of its shares in Goedeker to Holdco, such that Goedeker became a wholly owned subsidiary of Holdco. On January 18, 2019, Goedeker entered into an asset purchase agreement with Goedeker Television and Steve Goedeker and Mike Goedeker, pursuant to which Goedeker acquired substantially all of the assets of Goedeker Television used in its retail appliance and furniture business on April 5, 2019. As a result of this transaction, the Company owned 70% of Holdco, with the remaining 30% held by third parties, and Holdco owned 100% of Goedeker. On August 4, 2020, Holdco distributed all of its shares of Goedeker to its stockholders in accordance with their pro rata ownership in Holdco, after which time Holdco was dissolved. Following this transaction, and the closing of Goedeker’s initial public offering on August 4, 2020 (the “Goedeker IPO”), the Company owned approximately 54.41% of Goedeker. On October 23, 2020, the Company distributed all of the shares of Goedeker that it held to its shareholders (the “Goedeker Spin-Off”). As a result of the Goedeker Spin-Off, Goedeker is no longer a subsidiary of the Company. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries, 1847 Neese, Neese, 1847 Asien, Asien’s, 1847 Cabinet and Kyle’s. All significant intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020. The results of Goedeker are included within discontinued operations for the nine months ended September 30, 2020 and 2019, respectively. The Company retrospectively updated the consolidated financial statements as of and for the nine months ended September 30, 2020 and 2019, respectively, to reflect this change. 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, 2019. Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. Segment Reporting The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting The Retail and Appliances Segment is comprised of the business of Asien’s, which is based in Santa Rosa, California, and provides a wide variety of appliance services including sales, delivery, installation, service and repair, extended warranties, and financing. The Land Management Services Segment is comprised of the business of Neese, which is based in Grand Junction, Iowa, and provides professional services for waste disposal and a variety of agricultural services, wholesaling of agricultural equipment and parts, local trucking services, various shop services, and sales of other products and services. The Construction Segment is comprised of the business of Kyle’s, which is based in Boise, Idaho, and provides a wide variety of construction services including custom design and build of kitchen and bathroom cabinetry, delivery, installation, service and repair, extended warranties, and financing. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below and these include costs associated with executive management, financing activities and public company compliance. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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 nine months ended September 30, 2020. The Company reclassified certain operating expense accounts in the Consolidated Statement of Operations. The reclassification had no impact on financial position, net income, or shareholder’s equity. Revenue Recognition and Cost of Revenue On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment Asien’s collects 100% of the payment for special-order models including tax and 50% of the payment for non-special orders from the customer at the time the order is placed. Asien’s does not incur incremental costs obtaining purchase orders from customers, however, if Asien’s did, because all Asien’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. Performance Obligations – The revenue that Asien’s recognizes arises from orders it receives from customers. Asien’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Asien’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of pickup, shipment, or installation. Once this occurs, Asien’s has satisfied its performance obligation and Asien’s recognizes revenue. Transaction Price ‒ Asien’s agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Asien’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Asien’s collects concurrently with revenue-producing activities are excluded from revenue. Cost of revenue includes the cost of purchased merchandise plus freight and any applicable delivery charges from the vendor to Asien’s. Substantially all Asien’s sales are to individual retail consumers (homeowners), builders and designers. The large majority of customers are homeowners and their contractors, with the homeowner being key in the final decisions. Asien’s has a diverse customer base with no one client accounting for more than 5% of total revenue. Disaggregated revenue for the Retail and Appliances Segment by sales type for the three months ended September 30, 2020 and for the period from May 29, 2020 (Asien’s acquisition) to September 30, 2020 is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Appliance sales $ 3,138,313 $ - $ 4,263,619 $ - Other sales 3,000 - 63,675 - Total revenue $ 3,141,313 $ - $ 4,327,294 $ - Land Management Segment Neese’s payment terms are due on demand from acceptance of delivery. Neese does not incur incremental costs obtaining purchase orders from customers, however, if Neese did, because all of Neese’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that Neese recognizes arises from orders it receives from customers. Neese’s performance obligations under the customer orders correspond to each service delivery or sale of equipment that Neese makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the service or equipment sale to be completed. Control of the delivery transfers to customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, Neese’s products, which generally occurs at the later of when the customer obtains title to the equipment or when the customer assumes risk of loss. The transfer of control generally occurs at a point of delivery. Once this occurs, Neese has satisfied its performance obligation and Neese recognizes revenue. Neese also sells equipment by posting it on auction sites specializing in farm equipment. Neese posts the equipment for sale on a “magazine” site for several weeks before the auction. When Neese decides to sell, it moves the equipment to the auction site. The auctions are one day. If Neese accepts a bid, the customer pays the bid price and arranges for pick-up 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 nine months ended September 30, 2020, 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 disaggregated revenue by sales type for the three and nine months ended September 30, 2020 and 2019 is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Services Trucking $ 247,037 $ 383,709 $ 766,534 $ 1,267,550 Waste hauling 118,637 40,781 557,687 417,138 Repairs 176,585 181,129 282,878 309,330 Other 98,436 136,422 246,622 299,747 Total services 640,695 742,041 1,853,721 2,293,765 Sales of parts and equipment 1,448,917 670,221 2,053,964 1,523,031 Total revenue $ 2,089,612 $ 1,412,262 $ 3,907,685 $ 3,816,796 Performance Obligations ‒ Performance obligations for the different types of services are discussed below: ● Trucking ● Waste Hauling and pumping ● Repairs ● Sales of parts and equipment Accounts Receivable, Net ‒ Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Unbilled receivables of $0 and $121,989 are included in this balance at September 30, 2020 and December 31, 2019, 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 September 30, 2020 and December 31, 2019. Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. Allowance for Credit Losses Provisions for credit losses are charged to income as losses are estimated to have occurred and in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for future losses on the Company’s accounts receivable. The Company charges credit losses against the allowance and credits subsequent recoveries, if any, to the allowance. Historical loss experience and contractual delinquency of accounts receivables, and management’s judgment are factors used in assessing the overall adequacy of the allowance and the resulting provision for credit losses. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or portfolio performance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available. The allowance for credit losses consists of general and specific components. The general component of the allowance estimates credit losses for groups of accounts receivable on a collective basis and relates to probable incurred losses of unimpaired accounts receivables. The Company records a general allowance for credit losses that includes forecasted future credit losses. Inventory For Neese, 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 Asien’s, inventory mainly consists of appliances that are acquired for resale and is valued at the average cost determined on a specific item basis. Inventory also consists of parts that are used in service and repairs and may or may not be charged to the customer depending on warranty and contractual relationship. 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 $38,686 and $26,546 at September 30, 2020 and December 31, 2019, respectively. 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 5-15 Marketing-Related Straight-line basis 5 Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived 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 Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the three and nine months ended September 30, 2020, the following 2,189,835 potentially dilutive securities were excluded from diluted loss per share: 2,189,835 for outstanding warrants. As the Company had a net loss for the three and nine months ended September 30, 2019, the following 895,565 potentially dilutive securities were excluded from diluted loss per share: 200,000 for outstanding warrants and 695,565 related to the convertible note payable and accrued interest. 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, issuance of third party and related party debt and the sale of a note to support cashflow from operations. For the nine months ended September 30, 2020, the Company incurred operating losses of $2,358,452 (before deducting losses attributable to non-controlling interests and excluding the loss of discontinued operations), cash flows from operations of $364,375 (excluding the cashflow from discontinued operations) and negative working capital of $7,256,231 (excluding the negative working capital from discontinued operations). In addition to the estimates of funds available from operations, the Company has unpledged assets that it believes could provide for $544,000 of additional borrowings. Management has prepared estimates of operations for fiscal year 2020 and believes that sufficient funds will be generated from operations to fund its operations, and to service its debt obligations for one year from the date of the filing of the consolidated financial statements in the Company’s Quarterly Report on Form 10-Q, indicate improved operations and the Company’s ability to continue operations as a going concern. The impact of COVID-19 on the Company’s business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations. Further, the recently enacted Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) provides for economic assistance loans through the United States Small Business Administration (the “SBA”). On April 10, 2020 and April 28, 2020, Neese and Asien’s received $383,600 and $357,500, respectively, in Paycheck Protection Program (“PPP”) loans from the SBA under the CARES Act. The PPP provides that the PPP loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. Neese and Asien’s intend to use the proceeds from the PPP loans for qualifying expenses and to apply for forgiveness of the PPP loans in accordance with the terms of the CARES Act. The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of the financial statements in this registration statement, 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 |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2020 | |
Business Segments [Abstract] | |
BUSINESS SEGMENTS | NOTE 3—BUSINESS SEGMENTS Summarized financial information concerning the Company’s reportable segments is presented below: For the Nine Months Ended For the Nine Months Ended Retail & Appliances Land Management Services Corporate Services Total Retail & Appliances Land Management Services Corporate Services Total Revenue Services $ - $ 1,853,721 $ - $ 1,853,721 $ - $ 2,293,765 $ - $ 2,293,765 Sales of parts and equipment - 2,053,964 - 2,053,964 - 1,523,031 - 1,523,031 Furniture and appliances revenue 4,327,294 - - 4,327,294 - - - - Total Revenue 4,327,294 3,907,685 - 8,234,979 - 3,816,796 - 3,816,796 Total cost of sales 3,353,608 1,852,621 - 5,206,229 - 1,369,440 - 1,369,440 Total operating expenses 1,278,285 3,460,517 648,488 5,387,291 - 4,104,427 119,458 4,223,885 Loss from operations $ (304,599 ) $ (1,405,453 ) $ (648,488 ) $ (2,358,541 ) $ - $ (1,657,071 ) $ (119,458 ) $ (1,776,529 ) For the Three Months Ended For the Three Months Ended Retail & Appliances Land Management Services Corporate Services Total Retail & Appliances Land Management Services Corporate Services Total Revenue Services $ - $ 640,695 $ - 640,695 $ - $ 742,041 $ - $ 742,041 Sales of parts and equipment - 1,448,917 - 1,448,917 - 670,221 - 670,221 Furniture and appliances revenue 3,141,313 - - 3,141,313 - - - - Total Revenue 3,141,313 2,089,612 - 5,230,925 - 1,412,262 - 1,412,262 Total cost of sales 2,429,714 1,323,732 - 3,753,446 - 596,286 - 596,287 Total operating expenses 843,000 1,161,365 126,836 2,131,201 - 1,346,937 39,5821 1,386,518 Loss from operations $ (131,401 ) $ (395,485 ) $ (126,836 ) $ (653,722 ) $ - $ (530,961 ) $ (39,582 ) $ (570,543 ) |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4—DISCONTINUED OPERATIONS ASC 360-10-45-9 requires that a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which a set of criteria have been met, including criteria that the sale of the asset (disposal group) is probable and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. This criteria was achieved on September 10, 2020, when the board approved the Goedeker Spin-Off and subsequently on October 23, 2020, when the Company completed the Goedeker Spin-Off. Additionally, the discontinued operations are comprised of the entirety of the business of Goedeker. Lastly, for comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued operations for all periods presented in the accompanying consolidated statements of operations, consolidated statements of cash flows, and the consolidated balance sheets. In accordance with ASC 205-20-S99, “Allocation of Interest to Discontinued Operations”, the Company elected to not allocate consolidated interest expense to discontinued operations where the debt is not directly attributable to or related to discontinued operations. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheet: September 30, December 31, (unaudited) Current Assets – discontinued operations: Cash $ 3,466,981 $ 64,470 Restricted cash 8,912,367 - Accounts receivable, net 1,219,455 1,862,086 Vendor deposits 547,648 294,960 Inventories, net 3,086,873 1,380,090 Prepaid expenses and other current assets 1,073,253 892,796 Total current assets – discontinued operations $ 18,306,577 $ 4,494,402 Noncurrent Assets – discontinued operations: Property and equipment, net 202,402 185,606 Operating lease right of use assets 1,686,423 2,000,755 Goodwill 5,097,752 4,976,016 Intangible assets, net 1,636,195 1,878,844 Deferred tax asset 2,660,432 698,303 Other assets 45,000 45,000 Total noncurrent assets $ 11,328,204 $ 9,784,524 Current liabilities – discontinued operations: Accounts payable and accrued expenses $ 4,371,204 $ 2,465,220 Current portion of operating lease liability 443,469 422,520 Advances, related party - 137,500 Lines of credit - 1,250,930 Notes payable – current portion 1,300,579 2,068,175 Warrant liability - 122,344 Convertible promissory note – current portion - 584,943 Customer deposits 17,089,826 4,164,296 Total current liabilities – discontinued operations $ 23,205,078 $ 11,215,928 Long term liabilities – discontinued operations: Operating lease liability – long term, net of current portion 1,242,954 1,578,235 Notes payable – long term, net of current portion 2,684,623 2,231,469 Contingent note payable 49,248 49,248 Total long term liabilities – discontinued operations $ 3,976,825 $ 3,858,952 The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, 2020 2019 2020 2019 REVENUES Furniture and appliances revenue $ 13,435,095 $ 12,202,271 $ 38,397,304 $ 22,748,151 TOTAL REVENUE 13,435,095 12,202,271 38,397,304 22,748,151 OPERATING EXPENSES Cost of sales 11,264,569 10,183,711 32,060,897 18,886,117 Personnel costs 2,161,929 989,138 4,513,602 1,875,543 Depreciation and amortization 93,283 11,044 276,914 21,950 General and administrative 2,965,345 1,571,279 6,425,854 2,867,714 TOTAL OPERATING EXPENSES 16,485,126 12,755,172 43,277,267 23,651,324 NET LOSS FROM OPERATIONS (3,050,031 ) (552,901 ) (4,879,963 ) (903,173 ) OTHER INCOME (EXPENSE) Financing costs (488,460 ) (165,097 ) (757,646 ) (324,352 ) Loss on extinguishment of debt (807,239 ) - (1,756,095 ) - Interest expense, net (157,312 ) (182,772 ) (604,908 ) (387,793 ) Loss on acquisition receivable - - (809,000 ) - Change in warrant liability - 54,500 (2,127,656 ) 57,100 Interest income 1,418 2,480 Other income (expense) 1,657 (10,473 ) 6,920 9,829 TOTAL OTHER INCOME (EXPENSE) (1,449,936 ) (303,842 ) (6,045,905 ) (645,216 ) NET LOSS BEFORE INCOME TAXES (4,499,967 ) (856,743 ) (10,925,868 ) (1,548,389 ) INCOME TAX BENEFIT 838,174 - 1,962,130 - NET LOSS BEFORE NON-CONTROLLING INTERESTS (3,661,793 ) (856,743 ) (8,963,738 ) (1,548,389 ) LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (1,669,777 ) (268,695 ) (3,260,362 ) (464,517 ) NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS $ (1,992,016 ) $ (588,048 ) $ (5,703,376 ) $ (1,083,872 ) The following information presents the major classes of line items constituting significant operating, investing and financing cash flow activities in the unaudited consolidated statements of cash flows relating to discontinued operations: Nine Months Ended 2020 2019 Cash flows from operating activities of discontinued operations: Net loss $ (8,963,739 ) $ (1,548,389 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: Depreciation and amortization 276,912 21,950 Stock compensation 281,194 - Amortization of financing costs 829,674 324,351 Loss on extinguishment of debt 1,603,132 - Write-off of acquisition receivable 809,000 - Change in fair value of warrant liability 2,127,656 (57,100 ) Changes in operating assets and liabilities: Accounts receivable 520,895 (778,536 ) Vendor deposits (252,688 ) - Inventory (1,706,783 ) 190,569 Prepaid expenses and other assets (180,457 ) (105,397 ) Change in operating lease right-of-use assets 314,332 197,936 Deposits (1,962,129 ) - Accounts payable and accrued expenses 1,884,781 (85,192 ) Customer deposits 12,925,530 742,922 Other current liabilities - 1,234,143 Operating lease liability (314,332 ) (197,936 ) Net cash provided by (used in) operating activities from discontinued operations 7,383,978 (1,294,681 ) Cash flows from investing activities in discontinued operations: Acquisition of Goedeker Television Co. - 1,135,368 Purchase of property and equipment (51,060 ) - Net cash provided by investing activities in discontinued operations (51,060 ) 1,135,368 Cash flows from financing activities in discontinued operations: Proceeds from initial public offering 8,602,166 - Proceeds from notes payable 642,600 917,653 Repayment of notes payable (2,046,667 ) (408,662 ) Payments on convertible notes payable (771,431 ) - Net borrowings (payments) from lines of credit (1,339,430 ) (180,865 ) Cash paid for financing costs (105,279 ) - Net cash used in financing activities $ 4,981,959 $ 328,126 The following is the financial options of the discontinued operations: Lines of Credit Burnley Capital LLC On April 5, 2019, Goedeker, as borrower, and Holdco entered into a loan and security agreement with Burnley Capital LLC (“Burnley”) for revolving loans in an aggregate principal amount that will not exceed the lesser of (i) the borrowing base (as defined in the loan and security agreement) or (ii) $1,500,000 minus reserves established Burnley at any time in accordance with the loan and security agreement. In connection with the closing of the acquisition of Goedeker Television on April 5, 2019, Goedeker borrowed $744,000 under the loan and security agreement and issued a revolving note to Burnley in the principal amount of up to $1,500,000. As of December 31, 2019, the balance of the line of credit was $571,997. On August 4, 2020, Goedeker used a portion of the proceeds from the Goedeker IPO to repay the revolving note in full and the loan and security agreement was terminated. The total payoff amount was $118,194, consisting of principal of $32,350, interest of $42 and prepayment, legal, and other fees of $85,802. Northpoint Commercial Finance LLC On June 24, 2019, Goedeker, as borrower, entered into a loan and security agreement with Northpoint Commercial Finance LLC, which was amended on August 2, 2019, for revolving loans up to an aggregate maximum loan amount of $1,000,000 for the acquisition, financing or refinancing by Goedeker of inventory at an interest rate of LIBOR plus 7.99%. As of December 31, 2019, the balance of the line of credit was $678,993. Goedeker terminated the loan and security agreement on May 18, 2020 and there is no outstanding balance as of September 30, 2020. Notes Payable and Warrant Liability Arvest Loan On August 25, 2020, Goedeker entered into a promissory note and security agreement with Arvest Bank for a loan in the principal amount of $3,500,000. As of September 30, 2020, the outstanding balance of this loan is $3,340,602, comprised of principal of $3,446,126, net of unamortized loan costs of $103,524. Goedeker classified $657,979 as a current liability and the balance as a long-term liability. PPP Loan On April 8, 2020, Goedeker received a $642,600 PPP loan from the United States Small Business Administration under provisions of the CARES Act. The PPP loan has an 18-month term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP loan contains events of default and other provisions customary for a loan of this type. The PPP provides that the loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The balance of the PPP loan was $642,600 as of September 30, 2020 and was classified as a current liability. On November 2, 2020, Goedeker repaid the PPP loan. Small Business Community Capital II, L.P. On April 5, 2019, Goedeker, as borrower, and Holdco entered into a loan and security agreement with Small Business Community Capital II, L.P. (“SBCC”) for a term loan in the principal amount of $1,500,000, pursuant to which Goedeker issued to SBCC a term note in the principal amount of up to $1,500,000 and a ten-year 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. As of December 31, 2019, the balance of the note was $999,201. On August 4, 2020, Goedeker used a portion of the proceeds from the Goedeker IPO to repay the term note in full and the loan and security agreement was terminated. The total payoff amount was $1,122,412 consisting of principal of $1,066,640, interest of $11,773 and prepayment, legal, and other fees of $43,999. Goedeker classified the warrant as a derivative liability on the balance sheet at June 30, 2020 of $2,250,000 based on the estimated value of the warrant in the Goedeker IPO. The increase in the value of the warrant from the estimated value of $122,344 at December 31, 2020 resulted in a charge of $2,127,656 during the nine months ended September 30, 2020. Immediately prior to the closing of the Goedeker IPO on August 4, 2020, SBCC converted the warrant into 250,000 shares of common stock. Notes payable, related parties A portion of the purchase price for the acquisition of Goedeker Television was paid by the issuance by Goedeker to Steve Goedeker, as representative of Goedeker Television, of a 9% subordinated promissory note in the principal amount of $4,100,000. As of December 31, 2019, the balance of the note was $3,300,444. Pursuant to a settlement agreement, the parties entered into an amendment and restatement of the note that became effective as of the closing of the Goedeker IPO on August 4, 2020, pursuant to which (i) the principal amount of the existing note was increased by $250,000, (ii) upon the closing of the Goedeker IPO, Goedeker agreed to make all payments of principal and interest due under the note through the date of the closing, and (iii) from and after the closing, the interest rate of the note was increased from 9% to 12%. In accordance with the terms of the amended and restated note, Goedeker used a portion of the proceeds from the Goedeker IPO to pay $1,083,842 of the balance of the note representing a $696,204 reduction in the principal balance and interest accrued through August 4, 2020 of $387,638. Goedeker refinanced this note payable with proceeds from the loan from Arvest Bank. In connection with the refinance, Goedeker recorded a $757,239 loss on extinguishment of debt consisting of a $250,000 forbearance fee, write-off of unamortized loan discount of $338,873, and write-off of unamortized debt costs of $168,366. Convertible Promissory Note On April 5, 2019, the Company, Holdco and Goedeker entered into a securities purchase agreement with Leonite Capital LLC, a Delaware limited liability company, pursuant to which they issued to Leonite Capital LLC a secured convertible promissory note in the aggregate principal amount of $714,286 due April 5, 2020. See Note 13 for further details of the convertible promissory note. |
Receivables
Receivables | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
RECEIVABLES | NOTE 5—RECEIVABLES At September 30, 2020 and December 31, 2019, receivables consisted of the following: September 30, December 31, Credit card payments in process of settlement $ 65,675 $ - Trade receivables from customers 899,669 620,370 Total receivables 965,344 620,370 Allowance for doubtful accounts (14,614 ) (29,001 ) Accounts receivable, net $ 950,730 $ 591,369 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6—INVENTORIES At September 30, 2020 and December 31, 2019, the inventory balances are composed of: September 30, 2020 December 31, Machinery and Equipment $ 653,448 $ 119,444 Parts 147,999 142,443 Appliances 1,760,527 - Subtotal 2,561,974 261,887 Allowance for inventory obsolescence (38,687 ) (26,545 ) Inventories, net $ 2,523,287 $ 235,342 Inventory and accounts receivable are pledged to secure a loan from Home State Bank described below. |
Deposits with Vendors
Deposits with Vendors | 9 Months Ended |
Sep. 30, 2020 | |
Deposits With Vendors [Abstract] | |
DEPOSITS WITH VENDORS | NOTE 7—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 may elect to leave the deposits with the vendor on which it earns interest income. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8—PROPERTY AND EQUIPMENT Property and equipment consist of the following at September 30, 2020 and December 31, 2019: Classification September 30, December 31, Buildings and improvements $ 34,368 $ 5,338 Equipment and machinery 3,096,368 3,019,638 Tractors 2,723,296 2,694,888 Trucks and other vehicles 1,334,508 1,138,304 Total 7,188,540 6,858,168 Less: Accumulated depreciation (4,559,812 ) (3,676,347 ) Property and equipment, net $ 2,628,728 $ 3,181,821 Depreciation expense for the nine months ended September 30, 2020 and 2019 was $947,271 and $1,010,052, respectively. All property and equipment are pledged to secure loans from Home State Bank as described below. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 9—INTANGIBLE ASSETS The following provides a breakdown of identifiable intangible assets as of September 30, 2020 and December 31, 2019: September 30, December 31, Customer Relationships Identifiable intangible assets, gross $ 496,000 $ 34,000 Accumulated amortization (34,635 ) (19,267 ) Customer relationship identifiable intangible assets, net 461,365 14,733 Marketing Related Identifiable intangible assets, gross 547,000 - Accumulated amortization (36,468 ) - Marketing related identifiable intangible assets, net 510,532 - Total Identifiable intangible assets, net $ 971,897 $ 14,733 In connection with the acquisitions of Asien and Neese, the Company identified intangible assets of $1,009,000 and $34,000, respectively, representing trade names and customer relationships. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 9.5 years and amortization expense amounted to $51,836 and $5,100 for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, the estimated annual amortization expense for each of the next five fiscal years is as follows: 2020 (remainder) $ 36,752 2021 147,008 2022 141,341 2023 140,208 2024 140,208 Thereafter 366,380 Total $ 971,897 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 10—ACQUISITIONS Goedeker 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 Goedeker, and the Stockholders entered into an amendment to the asset purchase agreement and closing of the acquisition of substantially all of the assets of Goedeker Television used in the Goedeker Business was completed (the “Goedeker 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 described below). As additional consideration, 1847 Goedeker agreed to issue to each of the Stockholders a number of shares of its common stock equal to a 11.25% non-dilutable interest (22.5% total) in all of the issued and outstanding stock of 1847 Goedeker 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. The asset purchase agreement also provided for an adjustment to the purchase price based on the difference between actual working capital at closing and Goedeker Television’s preliminary estimate of closing date working capital. In accordance with the asset purchase agreement, an independent CPA firm was retained by Goedeker and Goedeker Television to resolve differences in the working capital amounts. The report issued by that CPA firm determined that Goedeker Television owed Goedeker $809,000, which Goedeker Television has not paid. On or about March 23, 2020, Goedeker submitted a claim for arbitration to the American Arbitration Association relating to Goedeker Television’s failure to pay the amount owed. The claim alleges, inter alia On June 1, 2020, Goedeker entered into a settlement agreement with Goedeker Television, Steve Goedeker, Mike Goedeker and 1847 Goedeker. The settlement agreement and the related transaction documents that are exhibits to the settlement agreement were all signed on June 1, 2020 but only became effective upon the closing of the Goedeker IPO. Pursuant to the settlement agreement, the parties entered into an amendment and restatement of the 9% subordinated promissory note described above (see Note 4). In addition, the parties agreed that the arbitration action described above would be settled effective upon the closing of the Goedeker IPO and that each party to such arbitration action would release all claims that it has against the other parties to such action. As part of the settlement of the arbitration action, Goedeker agreed that the sellers will not have to pay the $809,000 working capital adjustment amount resulting in a loss on the acquisition receivable in the period ending September 30, 2020. Goedeker Television is also entitled to receive the following earn out payments to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the asset purchase agreement) targets: 1. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater; 2. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater; and 3. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the second anniversary of the closing date is $2,500,000 or greater. To the extent the EBITDA of the Goedeker Business for any applicable period is less than $2,500,000 but greater than $1,500,000, Goedeker must pay a partial earn out payment to Goedeker Television in an amount equal to the product determined by multiplying (i) the EBITDA Achievement Percentage by (ii) the applicable earn out payment for such period, where the “Achievement Percentage” is the percentage determined by dividing (A) the amount of (i) the EBITDA of the Goedeker Business for the applicable period less (ii) $1,500,000, by (B) $1,000,000. For avoidance of doubt, no partial earn out payments shall be earned or paid to the extent the EBITDA of the Goedeker Business for any applicable period is equal or less than $1,500,000. For the trailing twelve (12) month period from the closing date, EBITDA for the Goedeker Business was $(2,825,000), so Goedeker Television is not entitled to an earn our payment for that period. To the extent Goedeker Television is entitled to all or a portion of an earn out payment, the applicable earn out payment(s) (or portion thereof) shall be paid on the date that is three (3) years from the closing date, and shall accrue interest from the date on which it is determined Goedeker Television is entitled to such earn out payment (or portion thereof) at a rate equal to five percent (5%) per annum, computed on the basis of a 360 day year for the actual number of days elapsed. The Company determined the fair value of the earnout on the date of acquisition was $81,494. Such amount was recorded as a contingent consideration liability within the accounts payable and accrued expense line item on the consolidated balance sheet and is revalued to fair value each reporting period until settled. The year 1 contingent liability of $32,246 was written-off in the year ended December 31, 2019 as the target was not met and the balance of the liability at September 30, 2020 is $49,248. The provisional fair value of the purchase consideration issued to Goedeker Television was allocated to the net tangible assets acquired. The Company accounted for the Goedeker Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net liabilities assumed was approximately $614,337. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The table below shows the analysis for the Goedeker asset purchase: Purchase consideration at final fair value: Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs $ 3,422,398 Contingent note payable 81,494 Non-controlling interest 979,523 Amount of consideration $ 4,483,415 Assets acquired and liabilities assumed at fair value Accounts receivable $ 334,446 Inventories 1,851,251 Working capital adjustment receivable and other assets 1,104,863 Property and equipment 216,286 Customer related intangibles 749,000 Marketing related intangibles 1,368,000 Accounts payable and accrued expenses (3,929,876 ) Customer deposits (2,308,307 ) Net tangible assets acquired (liabilities assumed) $ (614,337 ) Total net assets acquired (liabilities assumed) $ (614,337 ) Consideration paid 4,483,415 Goodwill $ 5,097,752 On October 23, 2020, the Company completed a distribution of Goedeker. The common shareholders of the Company received an aggregate of 2,660,007 shares of the common stock of Goedeker, which were distributed on a pro rata basis at a ratio of 0.710467618568632 shares of Goedeker’s common stock for each common share of the Company held on the record date, and 1847 Partners LLC, the manager of the Company and the sole holder of its allocation shares (the “Manager”), received 664,993 shares of the common stock of Goedeker, which it then distributed to its members. As a result of this distribution, Goedeker is no longer a majority-owned subsidiary of the Company. The distribution therefore resulted in the disposition of the business and assets of Goedeker. Asien’s On March 27, 2020, the Company and 1847 Asien entered into a stock purchase agreement with Asien’s and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as trustees of the Wilhelmsen Family Trust, U/D/T Dated May 1, 1992 (the “Asien’s Seller”), pursuant to which 1847 Asien agreed to acquire all of the issued and outstanding capital stock of Asien’s. The Company acquired Asien’s, which provides a wide variety of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties, and financing in the North Bay area of Sonoma County, California to expand into the appliance industry. On May 28 , The aggregate purchase price was $2,125,000 consisting of: (i) $233,000 in cash, subject to adjustment; (ii) the issuance of an amortizing promissory note in the principal amount of $200,000; (iii) the issuance of a demand promissory note in the principal amount of $655,000; and (iv) 415,000 common shares of the Company, having a mutually agreed upon value of $830,000 and a fair value of $1,037,500, which may be repurchased by 1847 Asien for a period of one year following the closing at a purchase price of $2.50 per share. The shares were repurchased by 1847 Asien on July 29, 2020. The purchase price is subject to a post-closing working capital adjustment provision based on the difference between actual working capital at closing and the Asien’s Seller’s preliminary estimate of closing date working capital. If the final working capital exceeds the preliminary working capital estimate, 1847 Asien must pay to the Asien’s Seller an amount of cash that is equal to such excess. If the preliminary working capital estimate exceeds the final working capital, the Asien’s Seller must pay to 1847 Asien an amount in cash equal to such excess. The provisional fair value of the purchase consideration issued to the Asien’s Seller was allocated to the net tangible assets acquired. The Company accounted for the Asien’s Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $1,171,272. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The 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 Asien’s will be included in the Company’s financial statements in future periods. The table below shows preliminary analysis for the Asien’s Acquisition: Provisional Purchase Consideration at preliminary fair value: Common shares $ 1,037,500 Notes payable 855,000 Due to seller 233,000 Amount of consideration $ 2,125,500 Assets acquired and liabilities assumed at preliminary fair value Cash $ 1,501,285 Accounts receivable 235,746 Inventories 1,457,489 Other current assets 41,427 Property and equipment 157,052 Customer related intangibles 462,000 Marketing related intangibles 547,000 Accounts payable and accrued expenses (280,752 ) Customer deposits (2,405,703 ) Notes payable (509,272 ) Other liabilities (35,000 ) Net assets acquired $ 1,171,272 Total net assets acquired $ 1,171,272 Consideration paid 2,125,500 Preliminary goodwill $ 954,228 The estimated useful life remaining on the property and equipment acquired is 5 to 13 years. Kyle’s On August 27, 2020, the Company and 1847 Cabinet entered into a stock purchase agreement with Kyle’s and Stephen Mallatt, Jr. and Rita Mallatt (together, the “Asien’s Seller”), pursuant to which 1847 Cabinet agreed to acquire all of issued and outstanding capital stock of Kyle’s. The Company acquired Kyle’s, a leading custom cabinetry maker servicing contractors and homeowners in Boise, Idaho to expand into contracting services. On September 30, 2020, the Company, 1847 Cabinet, Kyle’s and the Kyle’s Seller entered into addendum to the stock purchase and closing of the acquisition of all of the issued and outstanding capital stock of Kyle’s was completed (the “Kyle’s Acquisition”) The aggregate purchase price was $$6,650,000, subject to adjustment as described below. The purchase price consists of (i) $4,200,000 in cash, (ii) an 8% contingent subordinated note in the aggregate principal amount of $1,050,000, and (iii) 700,000 common shares of the Company, having a mutually agreed upon value of $1,400,000 and a fair value of $3,675,000. The shares were issued on October 16, 2020, immediately following the record date for the Goedeker Spin-Off described above. The purchase price is subject to a post-closing working capital adjustment provision based on the difference between actual working capital at closing and the Kyle’s Seller’s preliminary estimate of closing date working capital. If the final working capital exceeds the preliminary working capital estimate, 1847 Cabinet must pay to the Kyle’s Seller an amount of cash that is equal to such excess. If the preliminary working capital estimate exceeds the final working capital, the Kyle’s Seller must pay to 1847 Cabinet an amount in cash equal to such excess, provided, however, that the Kyle’s Seller may, at its option, in lieu of paying such excess in cash, deliver and transfer to 1847 Cabinet a number of common shares of the Company that is equal to such excess divided by $2.00. In addition to the post-closing net working capital adjustment described above, there was a target working capital adjustment, pursuant to which if at the closing the preliminary working capital exceeded a target working capital of $154,000, then the purchase price would be increased at the closing by the amount of such difference. Accordingly, as a result of the target working capital adjustment, the cash portion of the purchase price at the closing was $4,356,162. The provisional fair value of the purchase consideration issued to the Kyle’s Seller was allocated to the net tangible assets acquired. The Company accounted for the Kyle’s Acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $527,618. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. The 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 Kyle’s will be included in the Company’s financial statements in future periods. The table below shows preliminary analysis for the Kyle’s Acquisition: Provisional Purchase Consideration at preliminary fair value: Common shares $ 3,675,000 Notes payable 1,050,000 Due to seller 4,356,162 Amount of consideration $ 9,081,162 Assets acquired and liabilities assumed at preliminary fair value Cash $ 130,000 Accounts receivable 385,095 Costs in excess of billings 122,016 Other current assets 13,707 Property and equipment 183,825 Accounts payable and accrued expenses (263,597 ) Billings in excess of costs (43,428 ) Net tangible assets acquired $ 527,618 Total net assets acquired $ 527,618 Consideration paid 9,081,162 Preliminary goodwill $ 8,553,544 The estimated useful life remaining on the property and equipment acquired is 3 to 7 years. Proforma The following unaudited proforma results of operations are presented for information purposes only. The unaudited proforma results of operations are not intended to present actual results that would have been attained had the Asien’s Acquisition and Kyle’s Acquisition been completed as of January 1, 2019 or to project potential operating results as of any future date or for any future periods. The revenue and net income before non-controlling interest of Asien’s since the May 28, 2020 acquisition date through September 30, 2020 included in the consolidated income statement amounted to approximately $4,327,294 and $496,859, respectively. For the Nine Months Ended 2020 2019 Revenues, net $ 17,163,879 $ 13,196,472 Net loss allocable to common shareholders $ (671,350 ) $ (544,046 ) Net loss per share $ (0.16 ) $ (0.13 ) Weighted average number of shares outstanding 4,309,526 4,262,918 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 11—NOTES PAYABLE 1847 Neese/Neese Home State Bank On June 13, 2018, Neese entered into a term loan agreement with Home State Bank, pursuant to which Neese issued a promissory note to Home State Bank in the principal amount of $3,654,074 with an annual interest rate of 6.85% and with covenants to maintain a minimum debt coverage ratio of 1.00 to 1.25 measured at December 31, 2019. Neese did not comply with this covenant for the year ended December 31, 2019. The Company has classified the liability as current and long-term upon the renewal of the agreement in July 2020 and will assess the covenant in the year end December 31, 2020 as required. On July 30, 2020, Neese entered into a change in terms agreement with Home State Bank to amend the terms of the term loan. Pursuant to the change in terms agreement: (i) the maturity date was extended to July 30, 2022; (ii) the interest rate was changed to 5.50%; (iii) Neese agreed to pay accrued interest in the amount of $95,970; (iv) Neese agreed to make payments of $30,000 beginning on September 30, 2020 and continuing thereafter on a monthly basis until maturity, at which time a final interest payment is due; (v) Neese agreed to make a payment of $260,000.00 on December 30, 2020 and December 30, 2021; (vi) Neese agreed to make two new advances under the note in the amounts $51,068 and $517,529 to repay in full Neese’s capital lease transactions due to Utica Leaseco LLC described below; (vii) Neese agreed to pay a loan fee of $17,500; and (viii) Home State Bank agreed to make a loan advance to checking for $17,500. The balance of the note amounts to $3,493,922, comprised of principal of $3,509,364, net of unamortized debt discount of $16,042 as of September 30, 2020. 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 to $40,000 annually. The Company continues to accrue interest at the contractual amounts. Such accruals (in excess of $40,000 in interest on the promissory notes) are shown as long-term accrued expenses in the accompanying balance sheet as of September 30, 2020. 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 nine months ended September 30, 2020 and 2019, $145,690 and $21,500, respectively, was remitted to Home State Bank pursuant to this requirement. The Company adopted ASU 2015-03 by deducting debt issuance costs from the long-term portion of the loan. Amortization of debt issuance costs totaled $1,458 and $16,200 for the three months ended September 30, 2020 and 2019, respectively. 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 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 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 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. The 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 above, this note may not be paid until the term loan is paid in full. The payees on the note agreed to the modification of its terms by signing the loan agreement for the Home State Bank term loan. Accordingly, the loan is shown as a long-term liability as of September 30, 2020. Additionally, Home State Bank 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. 1847 Asien/Asien’s Arvest Bank On July 10, 2020, Asien’s entered into a promissory note and security agreement with Arvest Bank for a revolving loan for up to $400,000. The loan matures on July 10, 2021 and bears interest at 5.25% per annum, subject to change in accordance with the Variable Rate (as defined in the promissory note and security agreement), the calculation for which is the U.S. Prime Rate plus 2%. Pursuant to the terms of the promissory note and security agreement, Asien’s is required to make monthly payments beginning on August 10, 2020 and until the maturity date, at which time all unpaid principal and interest will be due. There is no balance outstanding at September 30, 2020. The loan is secured by Asien’s inventory and equipment, accounts and other rights of payments, and general intangibles, as such terms are defined in the Uniform Commercial Code. Asien’s may prepay the loan in full or in part at any time without penalty. The promissory note and security agreement contains customary events of default, including the occurrence of the following: (i) a failure to make a payment in full when due; (ii) insolvency or bankruptcy; (iii) a merger, dissolution, reorganization of Asien’s; (iv) a consolidation with, or the acquisition of substantially all of the assets of, another entity; and (v) a violation by Asien’s of any term, condition or covenant in the promissory note and security agreement. The promissory note and security agreement also contains customary representations, warranties, and affirmative and negative covenants for a loan of this type. 8% Subordinated Amortizing Promissory Note A portion of the purchase price for acquisition of Asien’s was paid by the issuance of an 8% subordinated amortizing promissory note in the principal amount of $200,000 by 1847 Asien to the Asien’s Seller. Interest on the outstanding principal amount will be payable quarterly at the rate of eight percent (8%) per annum. The outstanding principal amount of the note will amortize on a one-year straight-line basis in accordance with a specified amortization schedule, with all unpaid principal and accrued, but unpaid interest being fully due and payable on May 28, 2021. The remaining balance of the note at September 30, 2020 is $153,076, comprised of principal of $151,505 and accrued interest of $1,571. The note contains customary events of default, including in the event of (i) non-payment, (ii) a default by 1847 Asien of any of its covenants under the stock purchase agreement, the note, or any other agreement entered into in connection with the stock purchase agreement, or a breach of any of its representations or warranties under such documents, or (iii) the bankruptcy of 1847 Asien. The right of the Asien’s Seller to receive payments under the note is subordinated to all indebtedness of 1847 Asien to banks, insurance companies and other financial institutions or funds, and federal or state taxation authorities. 6% Amortizing Promissory Note On July 29, 2020, 1847 Asien entered into a securities purchase agreement with the Asien’s Seller, pursuant to which the Asien’s Seller sold to 415,000 of the Company’s common shares to 1847 Asien a purchase price of $2.50 per share. As consideration, 1847 Asien issued to the Asien’s Seller a two-year 6% amortizing promissory note in the aggregate principal amount of $1,037,500. One-half (50%) of the outstanding principal amount of the note ($518,750) and all accrued interest thereon, will be amortized on a two-year straight-line basis and is payable quarterly. The second-half (50%) of the outstanding principal amount of the note ($518,750) with all accrued, but unpaid interest thereon, is due on the second anniversary of the note. The note is unsecured and contains customary events of default. The remaining balance of the note at September 30, 2020 is $1,053,361, comprised of principal of $1,037,500 and accrued interest of $15,861. Demand Promissory Note A portion of the purchase price for acquisition of Asien’s was paid by the issuance of demand promissory note in the principal amount of $655,000 by 1847 Asien to the Asien’s Seller. The note accrues interest at a rate of one percent (1%) computed on the basis of a 360-day year. Principal and accrued interest on the note shall be payable 24 hours after written demand by the Seller. The note was repaid in June 2020. Inventory Financing Agreement On September 25, 2020, Asien’s entered into an inventory financing agreement with Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”), pursuant to which Wells Fargo may extend credit to Asien’s from time to time to enable it to purchase inventory from Wells Fargo-approved vendors. The term of the agreement is one year, and from year to year thereafter, unless sooner terminated by either party upon 30 days written notice to the other party. As of September 30, 2020, Asien’s has not borrowed any funds under this agreement. The inventory financing agreement contains customary representations, warranties, affirmative and negative covenants and events of default for a loan of this type. The agreement is secured by all assets of Asien’s and is guaranteed by 1847 Asien and the Company. 4.5% Unsecured Promissory Note On October 30, 2017, Asien’s entered into a stock repurchase agreement with Paul A. Gwilliam and Terri L. Gwilliam, co-trustees of the Gwilliam Family Trust, pursuant to which Asien’s issued an unsecured promissory note in the aggregate principal amount of $540,000 for a term of 5 years or 60 months. The note bears interest at the rate of the 4.25% per annum. The remaining balance of the note at September 30, 2020 is comprised of principal of $49,848. Agreement of Sale of Future Receipts On May 28, 2020, 1847 Asien and Asien’s entered into an agreement of sale of future receipts with TVT Direct Funding LLC (“TVT”), pursuant to which 1847 Asien and Asien’s agreed to sell future receivables with a value of $685,000 to TVT for a purchase price of $500,000. 1847 Asien and Asien’s agreed to deliver to TVT 20% of its weekly future receipts, or approximately $23,300, over the course of an estimated seven-month term, or such date when the above amount of receivables has been delivered to TVT. 1847 Asien used the proceeds from this sale to finance the Asien’s Acquisition. In addition to all other sums due to TVT under this agreement, 1847 Asien and Asien’s agreed to pay to TVT certain additional fees, including a one-time origination fees of $25,000, as reimbursement of costs incurred by TVT for financial and legal due diligence. The future payments under the TVT agreement are secured by a subordinated security interest in all of the tangible and intangible assets of 1847 Asien and Asien’s. There is no remaining balance at September 30, 2020 and the agreement has been terminated. Loans on Vehicles Asien’s has entered into three retail installment sale contracts pursuant to which Asien’s agreed to finance its delivery trucks at rates ranging 3.98% to 6.99% with an aggregate remaining principal amount of $97,215 as of September 30, 2020. 1847 Cabinet/Kyle’s Vesting Promissory Note A portion of the purchase price for the acquisition of Kyle’s on September 30, 2020 was paid by the issuance of a vesting promissory note by 1847 Cabinet to the Kyle’s Seller in the principal amount of $1,050,000, which increased to a principal amount of up to $1,260,000 pursuant to the vested percentage calculation described below. Payment of the principal and accrued interest on the note is subject to vesting as described below. The note bears interest on the vested portion of principal amount at the rate of eight percent (8%) per annum. To the extent vested, the vested portion of the principal and all accrued but unpaid interest on such vested portion of the principal shall be paid in one lump sum on the last day of the thirty-sixth (36th) month following the date of the note. The vested principal of the note due at the maturity date shall be calculated each year based on the average annual consolidated EBITDA (as defined in the note) of 1847 Cabinet for each of the years ended December 31, 2020, 2021 and 2022. The EBITDA for each year shall be divided by $1.4 million multiplied by 100 to obtain the vested percentage. The vested principal for each year shall be equal to the vested percentage for that year multiplied by $350,000. To the extent that the vested percentage for the subject year is less than 80%, no portion of the note for that year shall vest. To the extent that the vested percentage for the subject year is equal to or greater than 120%, the vested principal shall be equal to $420,000 for that year and no more. 1847 Cabinet will have the right to redeem all but no less than all of the note at any time prior to the maturity date. If 1847 Cabinet elects to redeem the note, the redemption price will be payable in cash and is equal to the then outstanding vested portion of the principal plus any remaining unvested principal amount plus accrued but unpaid interest thereon (calculated over 36 months). For purposes of this redemption calculation, the “unvested principal amount” shall be $350,000 per year. The note contains customary events of default. The right of the Kyle’s Seller to receive payments under the note is subordinated to all indebtedness of 1847 Cabinet, whether outstanding as of the closing date or thereafter created, to banks, insurance companies and other financial institutions or funds, and federal or state taxation authorities. Intercompany Secured Promissory Note In connection with the acquisition of Kyle’s, the Company provided 1847 Cabinet with the funds necessary to pay the cash portion of the purchase price and cover acquisition expenses. In connection therewith, on September 30, 2020, 1847 Cabinet issued a secured promissory note to the Company in the principal amount of $4,525,000. The note bears interest at the rate of 16% per annum. The interest is cumulative and any unpaid accrued interest will compound on each anniversary date of the note. Interest is due and payable in arrears on January 15, April 15, July 15 and October 15 commencing January 15, 2021. In the event payment of principal or interest due under the note is not made when due, giving effect to any grace period which may be applicable, or in the event of any other default (as defined in the note), the outstanding principal balance shall from the date of default immediately bear interest at the rate of 5% above the then applicable interest rate for so long as such default continues. The Company may demand payment in full of the note at any time, even if 1847 Cabinet has complied with all of the terms of the note; and the note shall be due in full, without demand, upon a third party sale of all or substantially all the assets and business of 1847 Cabinet or a third party sale or other disposition of any capital stock of 1847 Cabinet. 1847 Cabinet may prepay the note at any time without penalty. The note contains customary events of default, is guaranteed by Kyle’s and is secured by all of the assets of 1847 Cabinet and Kyle’s. PPP Loans On April 10, 2020 and April 28, 2020, Neese and Asien’s received $383,600 and $357,500, respectively, in PPP loans from the SBA under provisions of the CARES Act. The PPP loans have two-year terms and bear interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP loans may be prepaid at any time prior to maturity with no prepayment penalties. The PPP loans contain events of default and other provisions customary for loans of this type. The PPP provides that the PPP loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. Neese and Asien’s intend to use the proceeds from the PPP loans for qualifying expenses and to apply for forgiveness of the PPP loans in accordance with the terms of the CARES Act. The Company has classified $453,307 of the PPP loans as current liabilities and $289,527 as long-term liabilities pending SBA clarification of the final loan terms. |
Floor Plan Loans Payable
Floor Plan Loans Payable | 9 Months Ended |
Sep. 30, 2020 | |
Floor Plan Loans Payable [Abstract] | |
FLOOR PLAN LOANS PAYABLE | NOTE 12—FLOOR PLAN LOANS PAYABLE At September 30, 2020 and December 31, 2019, $0 and $10,581, respectively, of machinery and equipment inventory of Neese was pledged to secure a floor plan loan from a commercial lender. Neese 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 was repaid in nine months ended September 30, 2020. |
Convertible Promissory Note
Convertible Promissory Note | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTE | NOTE 13—CONVERTIBLE PROMISSORY NOTE On April 5, 2019, the Company, 1847 Goedeker 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 due April 5, 2020. As additional consideration for the purchase of the note, (i) the Company issued to Leonite 50,000 common shares, (ii) the Company issued to Leonite a five-year 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 Goedeker issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in 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. Furthermore, the Company issued 50,000 common shares valued at $137,500 and a debt-discount related to the warrants valued at $292,673. The Company amortized $292,673 of financing costs related to the shares and warrants in the nine months ended September 30, 2020. On May 11, 2020, 1847 and Leonite entered into a first amendment to secured convertible promissory note, pursuant to which the parties agreed (i) to extend the maturity date of the note to October 5, 2020, (ii) that 1847’s failure to repay the note on the original maturity date of April 5, 2020 shall not constitute and event of default under the note and (iii) to increase the principal amount of the note by $207,145, as a forbearance fee. In connection with the amendment, (i) the Company issued to Leonite another five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis and (ii) upon closing of the Asien’s acquisition, 1847 Asien issued to Leonite shares of common stock equal to a 5% interest in 1847 Asien. The amendment represented a prepayment of principal and accrued interest resulting in a debt extinguishment and we recorded an aggregate extinguishment loss of $773,856. Under the note, Leonite had the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non-assessable common shares or any shares of capital stock or other securities of the Company into which such common shares may be changed or reclassified. On May 4, 2020, Leonite converted $100,000 of the outstanding balance of the note into 100,000 common shares. On July 21, 2020, Leonite converted $50,000 of the outstanding balance of the note into 50,000 common shares. On August 4, 2020, Goedeker used a portion of the proceeds from the Goedeker IPO to repay the note in full. The total payoff amount was $780,653, consisting of principal of $771,431 and interest of $9,222. On September 2, 2020, the Company entered into amendment to the warrant issued to Leonite on April 5, 2019. Pursuant to the amendment, the parties amended the warrant to allow for the conversion of the warrant into 180,000 common shares in exchange for Leonite’s surrender of the remaining 20,000 common shares underlying this warrant, as well as all 200,000 common shares underlying the second warrant issued to Leonite on May 11, 2020. On September 2, 2020, Leonite exercised the first warrant in accordance with the foregoing amendment and the Company issued 180,000 common shares to Leonite. As a result of this exercise, both warrants were cancelled. |
Financing Lease
Financing Lease | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
FINANCING LEASE | NOTE 14—FINANCING LEASE The cash portion of the purchase price for the acquisition of Neese was financed under a capital lease transaction for Neese’s equipment with Utica Leaseco, LLC (“Utica”), pursuant to a master lease agreement, dated March 3, 2017, between Utica, as lessor, and 1847 Neese and Neese, as co-lessees (collectively, the “Lessee”), which was amended on June 14, 2017. Under the master lease agreement, as amended, Utica loaned an aggregate of $3,240,000 for certain of Neese’s equipment listed therein, which it leases to the Lessee. A portion of the proceeds from the term loan from Home State Bank (see 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. 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. On July 29, 2020, the Company paid $568,597 to repay this capital lease transaction with Utica in full. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2020 | |
Lease [Abstract] | |
OPERATING LEASES | NOTE 15—OPERATING LEASES Neese 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, $275,000 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 $75,000 for the nine months ended September 30, 2020. Future minimum lease payments under this operating lease as of September 30, 2020 were as follows: For the Years 2020 (reminder of year) $ 25,000 2021 100,000 2022 100,000 2023 100,000 2024 100,000 Thereafter 216,667 Total lease payments 641,667 Less imputed interest (123,620 ) Maturities of lease liabilities $ 518,047 Neese leased 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. Kyle’s On September 1, 2020, Kyle’s entered into an industrial lease agreement with the Kyle’s Seller. The lease is for a term of five years, with an option for a renewal term of five years, and provides for a base rent of $7,000 per month for the first 12 months, which will increase to $7,210 for months 13-16 and to $7,426 for months 37-60. In addition, Kyle’s is responsible for all taxes, insurance and certain operating costs during the lease term. In the event of late payment, interest shall accrue on the unpaid amount at the rate of twelve percent (12%) per annum. The lease agreement contains customary events of default, representations, warranties and covenants. Future minimum lease payments under this operating lease as of September 30, 2020 were as follows: For the Years 2020 (remainder of year) $ 21,000 2021 84,840 2022 86,520 2023 87,385 2023 89,116 2025 59,410 Total lease payments 428,271 Less imputed interest (54,355 ) Maturities of lease liabilities $ 373,916 Asien’s Asien’s has an office and showroom space that has been leased on a month-by-month basis for $11,665 per month. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 16—RELATED PARTIES Management Services Agreement On April 15, 2013, the Company and the Manager entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% of its adjusted net assets for services performed (the “Parent Management Fee”). The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) Parent Management Fees received by (or owed to) the Manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid Parent Management Fees. The Company expensed $0 in Parent Management Fees for the nine months ended September 30, 2020 and 2019. Offsetting Management Services Agreements 1847 Neese entered into an offsetting management services agreement with the Manager on March 3, 2017, Goedeker entered into an offsetting management services agreement with the Manager on April 5, 2019, which is included in discontinued operations, 1847 Asien entered into an offsetting management services agreement with the Manager on May 28, 2020 and 1847 Cabinet entered into an offsetting management services agreement with our manager on August 21, 2020. Pursuant to the offsetting management services agreements, 1847 Neese appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500, Goedeker appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500, 1847 Asien appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement) and 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, in each case that (i) pro rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of the Company’s gross income with respect to such fiscal year, then the management fee to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of the Company, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of the Company’s gross income with respect to such fiscal year, and (iii) if the aggregate amount the management fee paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the Parent Management Fee with respect to such fiscal quarter, then the management fee to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal quarter, does not exceed the Parent Management Fee calculated and payable with respect to such fiscal quarter. Each of 1847 Neese, 1847 Asien or 1847 Cabinet shall also reimburse the Manager for all of its costs and expenses which are specifically approved by its board of directors, including all out-of-pocket costs and expenses, which are actually incurred by the Manager or its affiliates on behalf of 1847 Neese, 1847 Asien or 1847 Cabinet in connection with performing services under the offsetting management services agreements. 1847 Neese expensed $187,500 in management fees for the nine months ended September 30, 2020 and 2019. Under terms of the term loan from Home State Bank (see Note 11), 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, $638,308 due from 1847 Neese to the Manager is classified as a long-term accrued liability as of September 30, 2020. 1847 Asien expensed $103,022 in management fees for the period from May 29, 2020 to September 30, 2020. Advances From time to time, the Company has received advances from its chief executive officer to meet short-term working capital needs. As of September 30, 2020 and December 31, 2019, a total of $118,834 in advances from related parties are outstanding. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. As of September 30, 2020 and December 31, 2019, the Manager has funded the Company $69,573 and $62,499 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, 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 September 30, 2020 and December 31, 2019, the Manager has advanced $56,900 and $119,400 of the note and the Company has accrued interest of $24,385 and $17,115, 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 15 for details regarding this lease. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 17—SHAREHOLDERS’ DEFICIT Allocation Shares As of September 30, 2020 and December 31, 2019, 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. Series A Senior Convertible Preferred Shares On September 30, 2020, the Company executed a certificate of designation to designate 3,157,895 of its shares as series A senior convertible preferred shares. Following is a description of the rights of the series A senior convertible preferred shares. Dividends. Liquidation. Voting Rights Conversion Rights Redemption Adjustments ● On the first day of the 12 th the issuance date of any ● On the first day of the 24 th the issuance date of any ● On the first day of the 36 th the issuance date of any Additional Equity Interest. On September 30, 2020, the Company sold an aggregate of 2,189,835 units, at a price of $1.90 per unit, for aggregate gross proceeds of $4,160,684. Each unit consists of one (1) series A senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $2.50 per common share (subject to adjustment), which may be exercised on a cashless basis under certain circumstances. The subscription agreement was executed on September 30, 2020 and the shares and warrants were issued on such day. The funds were received from the investors after the end of the quarter (on October 6, 2020) and thus a subscription receivable of approximately $4.16 million was recorded within stockholders equity at September 30, 2020. In accordance with ASC 470, if debt or stock is issued with detachable warrants and/or stock, the guidance in ASC 470 requires that the proceeds be allocated to the instruments based on their relative fair values. The Company applied this guidance and recorded a deemed dividend of $2,404,120 as a result of a beneficial conversion feature. As the Company does not have any retained earnings this deemed dividend was netting against additional paid-in capital and the net accounting effect was none. Common Shares The Company is authorized to issue 500,000,000 common shares as of September 30, 2020 and December 31, 2019. As of September 30, 2020 and December 31, 2019, the Company had 4,444,013 and 3,165,625 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 13). On May 4, 2020, the Company issued 100,000 common shares to Leonite upon conversion of $100,000 of the outstanding balance of the secured convertible promissory note resulting is a loss on conversion of debt of $175,000 (see Note 13). On May 28, 2020, the Company issued 415,000 common shares, having a fair value of $1,037,500, to the Asien’s Seller in connection with the Asien’s Acquisition, which were subject to repurchase by 1847 Asien for a period of one year following the closing at a purchase price of $2.50 per share. These shares were repurchased by 1847 Asien on July 29, 2020. On August 28, 2020, 1847 Asien distributed these 415,000 shares to its stockholders, pro rata in accordance with their holdings. The Company, as the holder of 95% of the outstanding common stock of 1847 Asien, received 394,112 shares in connection with this distribution, which were then returned to the Company’s treasury and cancelled (see Note 11). On June 4, 2020, the Company issued 100,000 common shares to a service provider for services provided to the Company. The fair market value of the services amounted to $245,000. On July 21, 2020, the Company issued 50,000 common shares to Leonite upon conversion of $50,000 of the outstanding balance of the secured convertible promissory note resulting is a loss on conversion of debt of $50,000 (see Note 13). On September 2, 2020, the Company issued 180,000 common shares to Leonite upon exercise of its warrants (see Note 13). The Company issued a total of 50,000 warrants to service providers for services provided to the Company. The fair market value of the services amounted to $87,550. On September 2, 2020, the warrants were exercised at $1.25 per warrant for proceeds of $62,500. Options Number of Weighted Weighted Outstanding at January 1, 2020 - $ - - Granted 90,000 $ 2.50 5.0 Exercised 77,500 2.50 - Forfeited - - - Cancelled (12,500 ) 2.50 - Expired - - - Outstanding at September 30, 2020 - $ - - Exercisable at September 30, 2020 - $ - - On May 11, 2020, the Company granted options to directors Paul A. Froning and Robert D. Barry to purchase 60,000 and 30,000 common shares, respectively, each at an exercise price of $2.50 per share. The options vested immediately on the date of grant and terminate on May 11, 2025. On September 29, 2020, Mr. Barry exercised the options cashless and on September 30, 2020, Mr. Froning exercised the options for proceeds of $150,000. Warrants Number of Common Warrants Weighted average exercise price Weighted average life (years) Intrinsic value of Warrants Outstanding, January 1, 2019 - $ - - Granted 200,000 1.25 5.00 Exercised - - - Canceled - - - Outstanding, December 31, 2019 200,000 1.25 4.26 Granted 2,439,835 2.37 3.20 Exercised (230,000 ) 1.25 - Canceled (220,000 ) 1.25 - Outstanding, September 30, 2020 2,189,835 $ 2.50 3.00 $ 6,569,505 Exercisable, September 30, 2020 2,189,835 $ 2.50 3.00 $ 6,569,505 On April 5, 2019, the Company issued a warrant to purchase 200,000 common shares to Leonite pursuant to the securities purchase agreement. On May 11, 2020, the Company issued another warrant to purchase 200,000 common shares to Leonite pursuant to an amendment to the securities purchase agreement. The warrants have a term of five years, an exercise price of $1.25 per share (subject to adjustment), and may be exercised on a cashless basis (see Note 13). On September 2, 2020, the Company entered into amendment to the warrant issued to Leonite on April 5, 2019. Pursuant to the amendment, the parties amended the warrant to allow for the conversion of the warrant into 180,000 common shares in exchange for Leonite’s surrender of the remaining 20,000 common shares underlying this warrant, as well as all 200,000 common shares underlying the second warrant issued to Leonite on May 11, 2020. On September 2, 2020, Leonite exercised the first warrant in accordance with the foregoing amendment and the Company issued 180,000 common shares to Leonite. As a result of this exercise, both warrants were cancelled (see Note 13). 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 128.52%, (iii) weighted average risk-free interest rate of 0.36%, (iv) expected life of five years, and (v) estimated fair value of the common shares of $2.50 per share in the amount of $448,211 and recorded as part of the Loss on Extinguishment of Debt included in discontinued operations in the nine months ended September 30, 2020. On April 5, 2019, Goedeker, as borrower, and Holdco entered into a loan and security agreement with SBCC for a term loan in the principal amount of $1,500,000, pursuant to which Goedeker issued to SBCC a term note in the principal amount of up to $1,500,000 and a ten-year warrant to purchase shares of the most senior capital stock of Goedeker equal to 5.0% of the outstanding equity securities of Goedeker on a fully-diluted basis for an aggregate price equal to $100. At December 31, 2019 the warrants were valued at $122,344. On August 4, 2020, SBCC converted the warrant into 250,000 shares of Goedeker’s common stock (see Note 11). On September 30, 2020, the Company sold an aggregate of 2,189,835 units, at a price of $1.90 per unit, for aggregate gross proceeds of $4,160,654. Each unit consists of one (1) series A senior convertible preferred share and one (1) three-year warrant. Accordingly, a portion of the proceeds were allocated to the warrant based on its relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 63.25%; (iii) weighted average risk-free interest rate of 0.16%; (iv) expected life of three years; (v) estimated fair value of the common shares of $5.25 per share; and (vi) various probability assumptions related to redemption, calls and price resets. The ultimate amount allocated to the warrants was $1,756,567, which was recorded as additional paid in capital. The warrants allow the holder to purchase one (1) common share at an exercise price of $2.50 per common share (subject to adjustment including upon any future equity offering with a lower exercise price), which may be exercised on a cashless basis under certain circumstances. Upon a reduction to the exercise price of such warrants, the number of warrant shares shall increase such that the aggregate exercise price will remain the same. The warrant has a term of three years and is callable by the Company after one year if the 30 day average stock price is in excess of $5 and the trading volume in the Company’s shares exceed 100,000 shares a day over such period. The Company can also redeem the warrants during the term for $0.50 a warrant in the first year; $1.00 a warrant in the second year; and $1.50 a warrant in the third year. Noncontrolling Interests The Company owns 55.0% of 1847 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18—COMMITMENTS AND CONTINGENCIES 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 | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | NOTE 19—SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the nine months ended September 30, 2020 and 2019 were as follows: For the Nine Months 2020 2019 Interest paid $ 219,023 $ 595,000 Income tax paid - - Business combinations: Current assets $ 2,255,480 $ - Property and equipment 340,877 - Working capital adjustment receivable - - Assumed liabilities (3,537,752 ) - Intangible assets 1,009,000 - Goodwill 9,507,772 - Cash acquired in acquisitions $ 1,398,285 $ - Financing: Due to seller (cash paid to seller day after closing) $ 4,589,162 $ - Debt discount on factoring agreement $ 210,000 $ - Financed purchases of property and equipment $ 21,968 $ - 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 notes $ 2,115,000 $ 714,286 Promissory note original issue and debt discount - (79,286 ) Warrants issued in conjunction with notes payable (210,000 ) (292,673 ) Promissory note, net $ 1,905,000 342,327 9% subordinated promissory note $ - $ 4,700,000 Debt discount financing costs - (215,500 ) 9% Subordinated promissory note, net $ - $ 4,484,500 Equity: Issuance of preferred stock and warrants for subscriptions receivable $ 4,160,686 $ - Additional Paid in Capital – common shares and warrants issued $ 87,500 $ 430,173 Common stock used for business combinations: Common shares $ 1,115 $ - Additional paid in capital $ 4,711,385 $ - Leases: Operating lease, ROU assets and liabilities $ 373,916 $ 3,325,558 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20—SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2020 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. On October 23, 2020, the Company completed a distribution of Goedeker. The common shareholders of the Company received an aggregate of 2,660,007 shares of the common stock of Goedeker, which were distributed on a pro rata basis at a ratio of 0.710467618568632 shares of Goedeker’s common stock for each common share of the Company held on the record date, and the Manager, the manager of the Company and the sole holder of its allocation shares, received 664,993 shares of the common stock of Goedeker, which it then distributed to its members. As a result of this distribution, Goedeker is no longer a majority-owned subsidiary of the Company. The distribution therefore resulted in the disposition of the business and assets of Goedeker. On October 26, 2020, the Company completed a final closing of the unit offering, pursuant to which the Company sold an aggregate of 442,443 units for an aggregate purchase price of $840,640 (See Note 17). On November 20, 2020, the Company and the Requisite Holders amended the certificate of designation for the series A senior convertible preferred shares to provide that, notwithstanding anything to the contrary contained in the certificate of designation, the conversion price for purposes of the adjustments described under “Adjustments” in Note 17 above shall not be adjusted to a number that is below $0.0075. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared without audit in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December 31, 2020. The results of Goedeker are included within discontinued operations for the nine months ended September 30, 2020 and 2019, respectively. The Company retrospectively updated the consolidated financial statements as of and for the nine months ended September 30, 2020 and 2019, respectively, to reflect this change. 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, 2019. |
Accounting Basis | Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. |
Segment Reporting | Segment Reporting The Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting The Retail and Appliances Segment is comprised of the business of Asien’s, which is based in Santa Rosa, California, and provides a wide variety of appliance services including sales, delivery, installation, service and repair, extended warranties, and financing. The Land Management Services Segment is comprised of the business of Neese, which is based in Grand Junction, Iowa, and provides professional services for waste disposal and a variety of agricultural services, wholesaling of agricultural equipment and parts, local trucking services, various shop services, and sales of other products and services. The Construction Segment is comprised of the business of Kyle’s, which is based in Boise, Idaho, and provides a wide variety of construction services including custom design and build of kitchen and bathroom cabinetry, delivery, installation, service and repair, extended warranties, and financing. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below and these include costs associated with executive management, financing activities and public company compliance. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain Statements of Operations reclassifications have been made in the presentation of the Company’s prior financial statements and accompanying notes to conform to the presentation as of and for the three and nine months ended September 30, 2020. The Company reclassified certain operating expense accounts in the Consolidated Statement of Operations. The reclassification had no impact on financial position, net income, or shareholder’s equity. |
Revenue Recognition and Cost of Revenue | Revenue Recognition and Cost of Revenue On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment Asien’s collects 100% of the payment for special-order models including tax and 50% of the payment for non-special orders from the customer at the time the order is placed. Asien’s does not incur incremental costs obtaining purchase orders from customers, however, if Asien’s did, because all Asien’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. Performance Obligations – The revenue that Asien’s recognizes arises from orders it receives from customers. Asien’s performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Asien’s products, which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of pickup, shipment, or installation. Once this occurs, Asien’s has satisfied its performance obligation and Asien’s recognizes revenue. Transaction Price ‒ Asien’s agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In Asien’s contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Asien’s collects concurrently with revenue-producing activities are excluded from revenue. Cost of revenue includes the cost of purchased merchandise plus freight and any applicable delivery charges from the vendor to Asien’s. Substantially all Asien’s sales are to individual retail consumers (homeowners), builders and designers. The large majority of customers are homeowners and their contractors, with the homeowner being key in the final decisions. Asien’s has a diverse customer base with no one client accounting for more than 5% of total revenue. Disaggregated revenue for the Retail and Appliances Segment by sales type for the three months ended September 30, 2020 and for the period from May 29, 2020 (Asien’s acquisition) to September 30, 2020 is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Appliance sales $ 3,138,313 $ - $ 4,263,619 $ - Other sales 3,000 - 63,675 - Total revenue $ 3,141,313 $ - $ 4,327,294 $ - Land Management Segment Neese’s payment terms are due on demand from acceptance of delivery. Neese does not incur incremental costs obtaining purchase orders from customers, however, if Neese did, because all of Neese’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that Neese recognizes arises from orders it receives from customers. Neese’s performance obligations under the customer orders correspond to each service delivery or sale of equipment that Neese makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the service or equipment sale to be completed. Control of the delivery transfers to customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, Neese’s products, which generally occurs at the later of when the customer obtains title to the equipment or when the customer assumes risk of loss. The transfer of control generally occurs at a point of delivery. Once this occurs, Neese has satisfied its performance obligation and Neese recognizes revenue. Neese also sells equipment by posting it on auction sites specializing in farm equipment. Neese posts the equipment for sale on a “magazine” site for several weeks before the auction. When Neese decides to sell, it moves the equipment to the auction site. The auctions are one day. If Neese accepts a bid, the customer pays the bid price and arranges for pick-up 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 nine months ended September 30, 2020, 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 disaggregated revenue by sales type for the three and nine months ended September 30, 2020 and 2019 is as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Services Trucking $ 247,037 $ 383,709 $ 766,534 $ 1,267,550 Waste hauling 118,637 40,781 557,687 417,138 Repairs 176,585 181,129 282,878 309,330 Other 98,436 136,422 246,622 299,747 Total services 640,695 742,041 1,853,721 2,293,765 Sales of parts and equipment 1,448,917 670,221 2,053,964 1,523,031 Total revenue $ 2,089,612 $ 1,412,262 $ 3,907,685 $ 3,816,796 Performance Obligations ‒ Performance obligations for the different types of services are discussed below: ● Trucking ● Waste Hauling and pumping ● Repairs ● Sales of parts and equipment Accounts Receivable, Net ‒ Accounts receivable, net, are amounts due from customers where there is an unconditional right to consideration. Unbilled receivables of $0 and $121,989 are included in this balance at September 30, 2020 and December 31, 2019, 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 September 30, 2020 and December 31, 2019. |
Receivables | Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. |
Allowance for Credit Losses | Allowance for Credit Losses Provisions for credit losses are charged to income as losses are estimated to have occurred and in amounts sufficient to maintain an allowance for credit losses at an adequate level to provide for future losses on the Company’s accounts receivable. The Company charges credit losses against the allowance and credits subsequent recoveries, if any, to the allowance. Historical loss experience and contractual delinquency of accounts receivables, and management’s judgment are factors used in assessing the overall adequacy of the allowance and the resulting provision for credit losses. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or portfolio performance. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available. The allowance for credit losses consists of general and specific components. The general component of the allowance estimates credit losses for groups of accounts receivable on a collective basis and relates to probable incurred losses of unimpaired accounts receivables. The Company records a general allowance for credit losses that includes forecasted future credit losses. |
Inventory | Inventory For Neese, 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 Asien’s, inventory mainly consists of appliances that are acquired for resale and is valued at the average cost determined on a specific item basis. Inventory also consists of parts that are used in service and repairs and may or may not be charged to the customer depending on warranty and contractual relationship. 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 $38,686 and $26,546 at September 30, 2020 and December 31, 2019, respectively. |
Property and Equipment | 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 | 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 5-15 Marketing-Related Straight-line basis 5 |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived 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 | 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 | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the three and nine months ended September 30, 2020, the following 2,189,835 potentially dilutive securities were excluded from diluted loss per share: 2,189,835 for outstanding warrants. As the Company had a net loss for the three and nine months ended September 30, 2019, the following 895,565 potentially dilutive securities were excluded from diluted loss per share: 200,000 for outstanding warrants and 695,565 related to the convertible note payable and accrued interest. |
Going Concern Assessment | Going Concern Assessment Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward 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, issuance of third party and related party debt and the sale of a note to support cashflow from operations. For the nine months ended September 30, 2020, the Company incurred operating losses of $2,358,452 (before deducting losses attributable to non-controlling interests and excluding the loss of discontinued operations), cash flows from operations of $364,375 (excluding the cashflow from discontinued operations) and negative working capital of $7,256,231 (excluding the negative working capital from discontinued operations). In addition to the estimates of funds available from operations, the Company has unpledged assets that it believes could provide for $544,000 of additional borrowings. Management has prepared estimates of operations for fiscal year 2020 and believes that sufficient funds will be generated from operations to fund its operations, and to service its debt obligations for one year from the date of the filing of the consolidated financial statements in the Company’s Quarterly Report on Form 10-Q, indicate improved operations and the Company’s ability to continue operations as a going concern. The impact of COVID-19 on the Company’s business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations. Further, the recently enacted Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) provides for economic assistance loans through the United States Small Business Administration (the “SBA”). On April 10, 2020 and April 28, 2020, Neese and Asien’s received $383,600 and $357,500, respectively, in Paycheck Protection Program (“PPP”) loans from the SBA under the CARES Act. The PPP provides that the PPP loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. Neese and Asien’s intend to use the proceeds from the PPP loans for qualifying expenses and to apply for forgiveness of the PPP loans in accordance with the terms of the CARES Act. The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of the financial statements in this registration statement, 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 | 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of disaggregated revenue | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Appliance sales $ 3,138,313 $ - $ 4,263,619 $ - Other sales 3,000 - 63,675 - Total revenue $ 3,141,313 $ - $ 4,327,294 $ - |
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 5-15 Marketing-Related Straight-line basis 5 |
Neese [Member] | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of disaggregated revenue | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Services Trucking $ 247,037 $ 383,709 $ 766,534 $ 1,267,550 Waste hauling 118,637 40,781 557,687 417,138 Repairs 176,585 181,129 282,878 309,330 Other 98,436 136,422 246,622 299,747 Total services 640,695 742,041 1,853,721 2,293,765 Sales of parts and equipment 1,448,917 670,221 2,053,964 1,523,031 Total revenue $ 2,089,612 $ 1,412,262 $ 3,907,685 $ 3,816,796 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Segments [Abstract] | |
Schedule of Business Segments | For the Nine Months Ended For the Nine Months Ended Retail & Appliances Land Management Services Corporate Services Total Retail & Appliances Land Management Services Corporate Services Total Revenue Services $ - $ 1,853,721 $ - $ 1,853,721 $ - $ 2,293,765 $ - $ 2,293,765 Sales of parts and equipment - 2,053,964 - 2,053,964 - 1,523,031 - 1,523,031 Furniture and appliances revenue 4,327,294 - - 4,327,294 - - - - Total Revenue 4,327,294 3,907,685 - 8,234,979 - 3,816,796 - 3,816,796 Total cost of sales 3,353,608 1,852,621 - 5,206,229 - 1,369,440 - 1,369,440 Total operating expenses 1,278,285 3,460,517 648,488 5,387,291 - 4,104,427 119,458 4,223,885 Loss from operations $ (304,599 ) $ (1,405,453 ) $ (648,488 ) $ (2,358,541 ) $ - $ (1,657,071 ) $ (119,458 ) $ (1,776,529 ) For the Three Months Ended For the Three Months Ended Retail & Appliances Land Management Services Corporate Services Total Retail & Appliances Land Management Services Corporate Services Total Revenue Services $ - $ 640,695 $ - 640,695 $ - $ 742,041 $ - $ 742,041 Sales of parts and equipment - 1,448,917 - 1,448,917 - 670,221 - 670,221 Furniture and appliances revenue 3,141,313 - - 3,141,313 - - - - Total Revenue 3,141,313 2,089,612 - 5,230,925 - 1,412,262 - 1,412,262 Total cost of sales 2,429,714 1,323,732 - 3,753,446 - 596,286 - 596,287 Total operating expenses 843,000 1,161,365 126,836 2,131,201 - 1,346,937 39,5821 1,386,518 Loss from operations $ (131,401 ) $ (395,485 ) $ (126,836 ) $ (653,722 ) $ - $ (530,961 ) $ (39,582 ) $ (570,543 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities discontinued operations | September 30, December 31, (unaudited) Current Assets – discontinued operations: Cash $ 3,466,981 $ 64,470 Restricted cash 8,912,367 - Accounts receivable, net 1,219,455 1,862,086 Vendor deposits 547,648 294,960 Inventories, net 3,086,873 1,380,090 Prepaid expenses and other current assets 1,073,253 892,796 Total current assets – discontinued operations $ 18,306,577 $ 4,494,402 Noncurrent Assets – discontinued operations: Property and equipment, net 202,402 185,606 Operating lease right of use assets 1,686,423 2,000,755 Goodwill 5,097,752 4,976,016 Intangible assets, net 1,636,195 1,878,844 Deferred tax asset 2,660,432 698,303 Other assets 45,000 45,000 Total noncurrent assets $ 11,328,204 $ 9,784,524 Current liabilities – discontinued operations: Accounts payable and accrued expenses $ 4,371,204 $ 2,465,220 Current portion of operating lease liability 443,469 422,520 Advances, related party - 137,500 Lines of credit - 1,250,930 Notes payable – current portion 1,300,579 2,068,175 Warrant liability - 122,344 Convertible promissory note – current portion - 584,943 Customer deposits 17,089,826 4,164,296 Total current liabilities – discontinued operations $ 23,205,078 $ 11,215,928 Long term liabilities – discontinued operations: Operating lease liability – long term, net of current portion 1,242,954 1,578,235 Notes payable – long term, net of current portion 2,684,623 2,231,469 Contingent note payable 49,248 49,248 Total long term liabilities – discontinued operations $ 3,976,825 $ 3,858,952 |
Schedule of consolidated statements of operations | Three Months Ended Nine Months Ended September 30, 2020 2019 2020 2019 REVENUES Furniture and appliances revenue $ 13,435,095 $ 12,202,271 $ 38,397,304 $ 22,748,151 TOTAL REVENUE 13,435,095 12,202,271 38,397,304 22,748,151 OPERATING EXPENSES Cost of sales 11,264,569 10,183,711 32,060,897 18,886,117 Personnel costs 2,161,929 989,138 4,513,602 1,875,543 Depreciation and amortization 93,283 11,044 276,914 21,950 General and administrative 2,965,345 1,571,279 6,425,854 2,867,714 TOTAL OPERATING EXPENSES 16,485,126 12,755,172 43,277,267 23,651,324 NET LOSS FROM OPERATIONS (3,050,031 ) (552,901 ) (4,879,963 ) (903,173 ) OTHER INCOME (EXPENSE) Financing costs (488,460 ) (165,097 ) (757,646 ) (324,352 ) Loss on extinguishment of debt (807,239 ) - (1,756,095 ) - Interest expense, net (157,312 ) (182,772 ) (604,908 ) (387,793 ) Loss on acquisition receivable - - (809,000 ) - Change in warrant liability - 54,500 (2,127,656 ) 57,100 Interest income 1,418 2,480 Other income (expense) 1,657 (10,473 ) 6,920 9,829 TOTAL OTHER INCOME (EXPENSE) (1,449,936 ) (303,842 ) (6,045,905 ) (645,216 ) NET LOSS BEFORE INCOME TAXES (4,499,967 ) (856,743 ) (10,925,868 ) (1,548,389 ) INCOME TAX BENEFIT 838,174 - 1,962,130 - NET LOSS BEFORE NON-CONTROLLING INTERESTS (3,661,793 ) (856,743 ) (8,963,738 ) (1,548,389 ) LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (1,669,777 ) (268,695 ) (3,260,362 ) (464,517 ) NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS $ (1,992,016 ) $ (588,048 ) $ (5,703,376 ) $ (1,083,872 ) |
Schedule of consolidated statements of cash flows relating to discontinued operations | Nine Months Ended 2020 2019 Cash flows from operating activities of discontinued operations: Net loss $ (8,963,739 ) $ (1,548,389 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: Depreciation and amortization 276,912 21,950 Stock compensation 281,194 - Amortization of financing costs 829,674 324,351 Loss on extinguishment of debt 1,603,132 - Write-off of acquisition receivable 809,000 - Change in fair value of warrant liability 2,127,656 (57,100 ) Changes in operating assets and liabilities: Accounts receivable 520,895 (778,536 ) Vendor deposits (252,688 ) - Inventory (1,706,783 ) 190,569 Prepaid expenses and other assets (180,457 ) (105,397 ) Change in operating lease right-of-use assets 314,332 197,936 Deposits (1,962,129 ) - Accounts payable and accrued expenses 1,884,781 (85,192 ) Customer deposits 12,925,530 742,922 Other current liabilities - 1,234,143 Operating lease liability (314,332 ) (197,936 ) Net cash provided by (used in) operating activities from discontinued operations 7,383,978 (1,294,681 ) Cash flows from investing activities in discontinued operations: Acquisition of Goedeker Television Co. - 1,135,368 Purchase of property and equipment (51,060 ) - Net cash provided by investing activities in discontinued operations (51,060 ) 1,135,368 Cash flows from financing activities in discontinued operations: Proceeds from initial public offering 8,602,166 - Proceeds from notes payable 642,600 917,653 Repayment of notes payable (2,046,667 ) (408,662 ) Payments on convertible notes payable (771,431 ) - Net borrowings (payments) from lines of credit (1,339,430 ) (180,865 ) Cash paid for financing costs (105,279 ) - Net cash used in financing activities $ 4,981,959 $ 328,126 |
Receivables (Tables)
Receivables (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Schedule of receivables | September 30, December 31, Credit card payments in process of settlement $ 65,675 $ - Trade receivables from customers 899,669 620,370 Total receivables 965,344 620,370 Allowance for doubtful accounts (14,614 ) (29,001 ) Accounts receivable, net $ 950,730 $ 591,369 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | September 30, 2020 December 31, Machinery and Equipment $ 653,448 $ 119,444 Parts 147,999 142,443 Appliances 1,760,527 - Subtotal 2,561,974 261,887 Allowance for inventory obsolescence (38,687 ) (26,545 ) Inventories, net $ 2,523,287 $ 235,342 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Classification September 30, December 31, Buildings and improvements $ 34,368 $ 5,338 Equipment and machinery 3,096,368 3,019,638 Tractors 2,723,296 2,694,888 Trucks and other vehicles 1,334,508 1,138,304 Total 7,188,540 6,858,168 Less: Accumulated depreciation (4,559,812 ) (3,676,347 ) Property and equipment, net $ 2,628,728 $ 3,181,821 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | September 30, December 31, Customer Relationships Identifiable intangible assets, gross $ 496,000 $ 34,000 Accumulated amortization (34,635 ) (19,267 ) Customer relationship identifiable intangible assets, net 461,365 14,733 Marketing Related Identifiable intangible assets, gross 547,000 - Accumulated amortization (36,468 ) - Marketing related identifiable intangible assets, net 510,532 - Total Identifiable intangible assets, net $ 971,897 $ 14,733 |
Schedule of annual amortization expense | 2020 (remainder) $ 36,752 2021 147,008 2022 141,341 2023 140,208 2024 140,208 Thereafter 366,380 Total $ 971,897 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Acquisitions (Tables) [Line Items] | |
Schedule of preliminary analysis for the Goedeker asset purchase | Purchase consideration at final fair value: Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs $ 3,422,398 Contingent note payable 81,494 Non-controlling interest 979,523 Amount of consideration $ 4,483,415 Assets acquired and liabilities assumed at fair value Accounts receivable $ 334,446 Inventories 1,851,251 Working capital adjustment receivable and other assets 1,104,863 Property and equipment 216,286 Customer related intangibles 749,000 Marketing related intangibles 1,368,000 Accounts payable and accrued expenses (3,929,876 ) Customer deposits (2,308,307 ) Net tangible assets acquired (liabilities assumed) $ (614,337 ) Total net assets acquired (liabilities assumed) $ (614,337 ) Consideration paid 4,483,415 Goodwill $ 5,097,752 |
Schedule of income statement | For the Nine Months Ended 2020 2019 Revenues, net $ 17,163,879 $ 13,196,472 Net loss allocable to common shareholders $ (671,350 ) $ (544,046 ) Net loss per share $ (0.16 ) $ (0.13 ) Weighted average number of shares outstanding 4,309,526 4,262,918 |
Asiens [Member] | |
Acquisitions (Tables) [Line Items] | |
Schedule of preliminary analysis for the Kyle’s Acquisition | Provisional Purchase Consideration at preliminary fair value: Common shares $ 1,037,500 Notes payable 855,000 Due to seller 233,000 Amount of consideration $ 2,125,500 Assets acquired and liabilities assumed at preliminary fair value Cash $ 1,501,285 Accounts receivable 235,746 Inventories 1,457,489 Other current assets 41,427 Property and equipment 157,052 Customer related intangibles 462,000 Marketing related intangibles 547,000 Accounts payable and accrued expenses (280,752 ) Customer deposits (2,405,703 ) Notes payable (509,272 ) Other liabilities (35,000 ) Net assets acquired $ 1,171,272 Total net assets acquired $ 1,171,272 Consideration paid 2,125,500 Preliminary goodwill $ 954,228 |
Kyle’s Acquisition [Member] | |
Acquisitions (Tables) [Line Items] | |
Schedule of preliminary analysis for the Kyle’s Acquisition | Provisional Purchase Consideration at preliminary fair value: Common shares $ 3,675,000 Notes payable 1,050,000 Due to seller 4,356,162 Amount of consideration $ 9,081,162 Assets acquired and liabilities assumed at preliminary fair value Cash $ 130,000 Accounts receivable 385,095 Costs in excess of billings 122,016 Other current assets 13,707 Property and equipment 183,825 Accounts payable and accrued expenses (263,597 ) Billings in excess of costs (43,428 ) Net tangible assets acquired $ 527,618 Total net assets acquired $ 527,618 Consideration paid 9,081,162 Preliminary goodwill $ 8,553,544 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Neese [Member] | |
Operating Leases (Tables) [Line Items] | |
Schedule of future minimum lease payments | For the Years 2020 (reminder of year) $ 25,000 2021 100,000 2022 100,000 2023 100,000 2024 100,000 Thereafter 216,667 Total lease payments 641,667 Less imputed interest (123,620 ) Maturities of lease liabilities $ 518,047 |
Goedeker [Member] | |
Operating Leases (Tables) [Line Items] | |
Schedule of future minimum lease payments | For the Years 2020 (remainder of year) $ 21,000 2021 84,840 2022 86,520 2023 87,385 2023 89,116 2025 59,410 Total lease payments 428,271 Less imputed interest (54,355 ) Maturities of lease liabilities $ 373,916 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of option activity | Number of Weighted Weighted Outstanding at January 1, 2020 - $ - - Granted 90,000 $ 2.50 5.0 Exercised 77,500 2.50 - Forfeited - - - Cancelled (12,500 ) 2.50 - Expired - - - Outstanding at September 30, 2020 - $ - - Exercisable at September 30, 2020 - $ - - |
Schedule of warrant activity | Number of Common Warrants Weighted average exercise price Weighted average life (years) Intrinsic value of Warrants Outstanding, January 1, 2019 - $ - - Granted 200,000 1.25 5.00 Exercised - - - Canceled - - - Outstanding, December 31, 2019 200,000 1.25 4.26 Granted 2,439,835 2.37 3.20 Exercised (230,000 ) 1.25 - Canceled (220,000 ) 1.25 - Outstanding, September 30, 2020 2,189,835 $ 2.50 3.00 $ 6,569,505 Exercisable, September 30, 2020 2,189,835 $ 2.50 3.00 $ 6,569,505 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental disclosures of cash flow information | For the Nine Months 2020 2019 Interest paid $ 219,023 $ 595,000 Income tax paid - - Business combinations: Current assets $ 2,255,480 $ - Property and equipment 340,877 - Working capital adjustment receivable - - Assumed liabilities (3,537,752 ) - Intangible assets 1,009,000 - Goodwill 9,507,772 - Cash acquired in acquisitions $ 1,398,285 $ - Financing: Due to seller (cash paid to seller day after closing) $ 4,589,162 $ - Debt discount on factoring agreement $ 210,000 $ - Financed purchases of property and equipment $ 21,968 $ - 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 notes $ 2,115,000 $ 714,286 Promissory note original issue and debt discount - (79,286 ) Warrants issued in conjunction with notes payable (210,000 ) (292,673 ) Promissory note, net $ 1,905,000 342,327 9% subordinated promissory note $ - $ 4,700,000 Debt discount financing costs - (215,500 ) 9% Subordinated promissory note, net $ - $ 4,484,500 Equity: Issuance of preferred stock and warrants for subscriptions receivable $ 4,160,686 $ - Additional Paid in Capital – common shares and warrants issued $ 87,500 $ 430,173 Common stock used for business combinations: Common shares $ 1,115 $ - Additional paid in capital $ 4,711,385 $ - Leases: Operating lease, ROU assets and liabilities $ 373,916 $ 3,325,558 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | Aug. 04, 2020 | Mar. 03, 2017 | Aug. 27, 2020 | Mar. 27, 2020 | Jan. 18, 2019 | Sep. 30, 2020 |
Organization and Nature of Business (Details) [Line Items] | ||||||
State of incorporation | Delaware | |||||
Date of incorporation | Jan. 22, 2013 | |||||
Goedeker Television [Member] | ||||||
Organization and Nature of Business (Details) [Line Items] | ||||||
Acquired interest, description | the Company owned 70% of Holdco, with the remaining 30% held by third parties, and Holdco owned 100% of Goedeker. | |||||
Neese [Member] | ||||||
Organization and Nature of Business (Details) [Line Items] | ||||||
Acquired interest, description | 1847 Neese owns 55% of 1847 Neese, with the remaining 45% held by the sellers. | |||||
Asien Inc [Member] | ||||||
Organization and Nature of Business (Details) [Line Items] | ||||||
Acquired interest, description | the Company owns 95% of 1847 Asien, with the remaining 5% held by a third party, and 1847 Asien owns 100% of Asien’s. | |||||
Cabinet [Member] | ||||||
Organization and Nature of Business (Details) [Line Items] | ||||||
Acquired interest, description | the Company owns 92.5% of 1847 Cabinet, with the remaining 7.5% held by a third party, and 1847 Cabinet owns 100% of Kyle’s. | |||||
Goedeker IPO [Member] | ||||||
Organization and Nature of Business (Details) [Line Items] | ||||||
Acquired interest, description | Goedeker’s initial public offering on August 4, 2020 (the “Goedeker IPO”), the Company owned approximately 54.41% of Goedeker. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($)shares | Sep. 30, 2019shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019shares | Dec. 31, 2019USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Number of reportable segments | 1 | ||||
Number of operating segments | 2 | ||||
Retail and appliances segment, description | Asien’s collects 100% of the payment for special-order models including tax and 50% of the payment for non-special orders from the customer at the time the order is placed. Asien’s does not incur incremental costs obtaining purchase orders from customers, however, if Asien’s did, because all Asien’s contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. | ||||
Percentage relates to total revenue | 5.00% | 5.00% | |||
Unbilled receivables | $ 0 | $ 0 | $ 121,989 | ||
Allowance for loss | 29,001 | 29,001 | |||
Estimated obsolescence allowance | $ 38,686 | $ 38,686 | $ 26,546 | ||
Description for prepayment of the promissory note and accrued interest | one | ||||
Potentially dilutive securities (in Shares) | shares | 2,189,835 | 895,565 | 2,189,835 | 895,565 | |
Outstanding warrants (in Shares) | shares | 2,189,835 | 200,000 | 2,189,835 | 200,000 | |
Incurred operating losses | $ 2,358,452 | ||||
Net cash used in operating activities | 364,375 | ||||
Working capital | $ 7,256,231 | 7,256,231 | |||
Additional borrowings | 544,000 | 544,000 | |||
Convertible Notes Payable [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Potentially dilutive securities (in Shares) | shares | 695,565 | 695,565 | |||
Neese [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Payroll protection program | 383,600 | 383,600 | |||
Asien’s [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Payroll protection program | $ 357,500 | $ 357,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of disaggregated revenue - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of disaggregated revenue [Abstract] | ||||
Appliance sales | $ 3,138,313 | $ 4,263,619 | ||
Other sales | 3,000 | 63,675 | ||
Total revenue | $ 3,141,313 | $ 4,327,294 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of disaggregated revenue - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Services | ||||
Total services | $ 640,695 | $ 742,041 | $ 1,853,721 | $ 2,293,765 |
Sales of parts and equipment | 1,448,917 | 670,221 | 2,053,964 | 1,523,031 |
Total revenue | 2,089,612 | 1,412,262 | 3,907,685 | 3,816,796 |
Trucking [Member] | ||||
Services | ||||
Total services | 247,037 | 383,709 | 766,534 | 1,267,550 |
Waste hauling [Member] | ||||
Services | ||||
Total services | 118,637 | 40,781 | 557,687 | 417,138 |
Repairs [Member] | ||||
Services | ||||
Total services | 176,585 | 181,129 | 282,878 | 309,330 |
Other [Member] | ||||
Services | ||||
Total services | $ 98,436 | $ 136,422 | $ 246,622 | $ 299,747 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment useful lives | 9 Months Ended |
Sep. 30, 2020 | |
Building and Improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 4 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Tractors [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Tractors [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Trucks and Vehicles [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Trucks and Vehicles [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 6 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of identifiable intangible assets | 9 Months Ended |
Sep. 30, 2020 | |
Customer-Related [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Amortization Basis | Straight-line basis |
Customer-Related [Member] | Minimum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Expected Life (years) | 5 years |
Customer-Related [Member] | Maximum [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Expected Life (years) | 15 years |
Marketing-Related [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Amortization Basis | Straight-line basis |
Expected Life (years) | 5 years |
Business Segments (Details) - S
Business Segments (Details) - Schedule of Business Segments - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Combination Segment Allocation [Line Items] | ||||
Services | $ 640,695 | $ 742,041 | $ 1,853,721 | $ 2,293,765 |
Sales of parts and equipment | 1,448,917 | 670,221 | 2,053,964 | 1,523,031 |
Furniture and appliances revenue | 3,141,313 | 4,327,294 | ||
Total Revenue | 5,230,925 | 1,412,262 | 8,234,979 | 3,816,796 |
Total cost of sales | 3,753,446 | 596,287 | 5,206,229 | 1,369,440 |
Total operating expenses | 2,131,201 | 1,386,518 | 5,387,291 | 4,223,885 |
Loss from operations | (653,722) | (570,543) | (2,358,541) | (1,776,529) |
Retail & Appliances [Member] | ||||
Business Combination Segment Allocation [Line Items] | ||||
Services | ||||
Sales of parts and equipment | ||||
Furniture and appliances revenue | 3,141,313 | 4,327,294 | ||
Total Revenue | 3,141,313 | 4,327,294 | ||
Total cost of sales | 2,429,714 | 3,353,608 | ||
Total operating expenses | 843,000 | 1,278,285 | ||
Loss from operations | (131,401) | (304,599) | ||
Land Management Services [Member] | ||||
Business Combination Segment Allocation [Line Items] | ||||
Services | 640,695 | 742,041 | 1,853,721 | 2,293,765 |
Sales of parts and equipment | 1,448,917 | 670,221 | 2,053,964 | 1,523,031 |
Furniture and appliances revenue | ||||
Total Revenue | 2,089,612 | 1,412,262 | 3,907,685 | 3,816,796 |
Total cost of sales | 1,323,732 | 596,286 | 1,852,621 | 1,369,440 |
Total operating expenses | 1,161,365 | 1,346,937 | 3,460,517 | 4,104,427 |
Loss from operations | (395,485) | (530,961) | (1,405,453) | (1,657,071) |
Corporate Services [Member] | ||||
Business Combination Segment Allocation [Line Items] | ||||
Services | ||||
Sales of parts and equipment | ||||
Furniture and appliances revenue | ||||
Total Revenue | ||||
Total cost of sales | ||||
Total operating expenses | 126,836 | 395,821 | 648,488 | 119,458 |
Loss from operations | $ (126,836) | $ (39,582) | $ (648,488) | $ (119,458) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Aug. 25, 2020 | Aug. 04, 2020 | Apr. 08, 2020 | Apr. 04, 2020 | Jun. 24, 2019 | Apr. 05, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Jun. 30, 2020 | |
Discontinued Operations (Details) [Line Items] | ||||||||||
Loan and security agreement, description | (i) the borrowing base (as defined in the loan and security agreement) or (ii) $1,500,000 minus reserves established Burnley at any time in accordance with the loan and security agreement. In connection with the closing of the acquisition of Goedeker Television on April 5, 2019, Goedeker borrowed $744,000 under the loan and security agreement and issued a revolving note to Burnley in the principal amount of up to $1,500,000. As of December 31, 2019, the balance of the line of credit was $571,997. | |||||||||
Total payoff amount | $ 118,194 | |||||||||
Principal amount | 32,350 | |||||||||
Interest amount | 42 | |||||||||
Prepayment legal and other fees | 85,802 | |||||||||
Loans aggregate maximum loan amount | $ 1,000,000 | |||||||||
Interest rate of libor | $ 0.0799 | |||||||||
Line of credit | $ 678,993 | |||||||||
Loan principal amount | $ 3,500,000 | |||||||||
Debt outstanding balance of loan | 3,340,602 | |||||||||
Debt comprised of principal amount | 3,446,126 | |||||||||
Net of unamortized loan costs | 103,524 | |||||||||
Current liability and long-term liability | $ 657,979 | |||||||||
PPP Loan, description | Goedeker received a $642,600 PPP loan from the United States Small Business Administration under provisions of the CARES Act. The PPP loan has an 18-month term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP loan contains events of default and other provisions customary for a loan of this type. The PPP provides that the loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The balance of the PPP loan was $642,600 as of September 30, 2020 and was classified as a current liability. | |||||||||
Small business community Capital term loan principal amount | $ 1,500,000 | |||||||||
Debt term principal amount | $ 1,500,000 | |||||||||
Senior capital stock, percentage | 5.00% | |||||||||
Fully-diluted basis for an aggregate price | $ 100 | |||||||||
Debt balance of note amount | $ 999,201 | |||||||||
Loan and security agreement total payoff amount | 1,122,412 | |||||||||
Debt consisting of principal amount | 1,066,640 | |||||||||
Interest | 11,773 | |||||||||
prepayment, legal, and other fees | $ 43,999 | |||||||||
Warrant as a derivative liability | $ 2,250,000 | |||||||||
Derivative liability charge amount | $ 2,127,656 | |||||||||
Warrant into shares of common stock (in Shares) | 250,000 | |||||||||
Goedeker television, description | as representative of Goedeker Television, of a 9% subordinated promissory note in the principal amount of $4,100,000. As of December 31, 2019, the balance of the note was $3,300,444. | |||||||||
Payments of principal and interest, description | (i) the principal amount of the existing note was increased by $250,000, (ii) upon the closing of the Goedeker IPO, Goedeker agreed to make all payments of principal and interest due under the note through the date of the closing, and (iii) from and after the closing, the interest rate of the note was increased from 9% to 12%. In accordance with the terms of the amended and restated note, Goedeker used a portion of the proceeds from the Goedeker IPO to pay $1,083,842 of the balance of the note representing a $696,204 reduction in the principal balance and interest accrued through August 4, 2020 of $387,638. | |||||||||
Lloss on extinguishment of debt | $ 757,239 | |||||||||
Forbearance fee | 250,000 | |||||||||
Write-off of unamortized loan discount | 338,873 | |||||||||
Write-off of unamortized debt costs | $ 168,366 | |||||||||
Secured convertible promissory note aggregate principal amount | $ 714,286 | |||||||||
Forecast [Member] | ||||||||||
Discontinued Operations (Details) [Line Items] | ||||||||||
Warrant from the estimated value | $ 122,344 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of major classes of assets and liabilities of the discontinued operation - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets – discontinued operations: | ||
Cash | $ 3,466,981 | $ 64,470 |
Restricted cash | 8,912,367 | |
Accounts receivable, net | 1,219,455 | 1,862,086 |
Vendor deposits | 547,648 | 294,960 |
Inventories, net | 3,086,873 | 1,380,090 |
Prepaid expenses and other current assets | 1,073,253 | 892,796 |
Total current assets – discontinued operations | 18,306,577 | 4,494,402 |
Noncurrent Assets – discontinued operations: | ||
Property and equipment, net | 202,402 | 185,606 |
Operating lease right of use assets | 1,686,423 | 2,000,755 |
Goodwill | 5,097,752 | 4,976,016 |
Intangible assets, net | 1,636,195 | 1,878,844 |
Deferred tax asset | 2,660,432 | 698,303 |
Other assets | 45,000 | 45,000 |
Total noncurrent assets | 11,328,204 | 9,784,524 |
Current liabilities – discontinued operations: | ||
Accounts payable and accrued expenses | 4,371,204 | 2,465,220 |
Current portion of operating lease liability | 443,469 | 422,520 |
Advances, related party | 137,500 | |
Lines of credit | 1,250,930 | |
Notes payable – current portion | 1,300,579 | 2,068,175 |
Warrant liability | 122,344 | |
Convertible promissory note – current portion | 584,943 | |
Customer deposits | 17,089,826 | 4,164,296 |
Total current liabilities – discontinued operations | 23,205,078 | 11,215,928 |
Long term liabilities – discontinued operations: | ||
Operating lease liability – long term, net of current portion | 1,242,954 | 1,578,235 |
Notes payable – long term, net of current portion | 2,684,623 | 2,231,469 |
Contingent note payable | 49,248 | 49,248 |
Total long term liabilities – discontinued operations | $ 3,976,825 | $ 3,858,952 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of consolidated statements of operations discontinued operation - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES | ||||
Furniture and appliances revenue | $ 13,435,095 | $ 12,202,271 | $ 38,397,304 | $ 22,748,151 |
TOTAL REVENUE | 13,435,095 | 12,202,271 | 38,397,304 | 22,748,151 |
OPERATING EXPENSES | ||||
Cost of sales | 11,264,569 | 10,183,711 | 32,060,897 | 18,886,117 |
Personnel costs | 2,161,929 | 989,138 | 4,513,602 | 1,875,543 |
Depreciation and amortization | 93,283 | 11,044 | 276,914 | 21,950 |
General and administrative | 2,965,345 | 1,571,279 | 6,425,854 | 2,867,714 |
TOTAL OPERATING EXPENSES | 16,485,126 | 12,755,172 | 43,277,267 | 23,651,324 |
NET LOSS FROM OPERATIONS | (3,050,031) | (552,901) | (4,879,963) | (903,173) |
OTHER INCOME (EXPENSE) | ||||
Financing costs | (488,460) | (165,097) | (757,646) | (324,352) |
Loss on extinguishment of debt | (807,239) | (1,756,095) | ||
Interest expense, net | (157,312) | (182,772) | (604,908) | (387,793) |
Loss on acquisition receivable | (809,000) | |||
Change in warrant liability | 54,500 | (2,127,656) | 57,100 | |
Interest income | 1,418 | 2,480 | ||
Other income (expense) | 1,657 | (10,473) | 6,920 | 9,829 |
TOTAL OTHER INCOME (EXPENSE) | (1,449,936) | (303,842) | (6,045,905) | (645,216) |
NET LOSS BEFORE INCOME TAXES | (4,499,967) | (856,743) | (10,925,868) | (1,548,389) |
INCOME TAX BENEFIT | 838,174 | 1,962,130 | ||
NET LOSS BEFORE NON-CONTROLLING INTERESTS | (3,661,793) | (856,743) | (8,963,738) | (1,548,389) |
LESS NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (1,669,777) | (268,695) | (3,260,362) | (464,517) |
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS | $ (1,992,016) | $ (588,048) | $ (5,703,376) | $ (1,083,872) |
Discontinued Operations (Deta_4
Discontinued Operations (Details) - Schedule of consolidated statements of cash flows relating to discontinued operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities of discontinued operations: | ||||
Net loss | $ 3,661,793 | $ 856,743 | $ 8,963,738 | $ 1,548,389 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities of discontinued operations: | ||||
Depreciation and amortization | 276,912 | 21,950 | ||
Stock compensation | 281,194 | |||
Amortization of financing costs | 829,674 | 324,351 | ||
Loss on extinguishment of debt | 1,603,132 | |||
Write-off of acquisition receivable | 809,000 | |||
Change in fair value of warrant liability | $ (54,500) | 2,127,656 | (57,100) | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 520,895 | (778,536) | ||
Vendor deposits | (252,688) | |||
Inventory | (1,706,783) | 190,569 | ||
Prepaid expenses and other assets | (180,457) | (105,397) | ||
Change in operating lease right-of-use assets | 314,332 | 197,936 | ||
Deposits | (1,962,129) | |||
Accounts payable and accrued expenses | 1,884,781 | (85,192) | ||
Customer deposits | 12,925,530 | 742,922 | ||
Other current liabilities | 1,234,143 | |||
Operating lease liability | (314,332) | (197,936) | ||
Net cash provided by (used in) operating activities from discontinued operations | 7,383,978 | (1,294,681) | ||
Cash flows from investing activities in discontinued operations: | ||||
Acquisition of Goedeker Television Co. | 1,135,368 | |||
Purchase of property and equipment | (51,060) | |||
Net cash provided by investing activities in discontinued operations | (51,060) | 1,135,368 | ||
Cash flows from financing activities in discontinued operations: | ||||
Proceeds from initial public offering | 8,602,166 | |||
Proceeds from notes payable | 642,600 | 917,653 | ||
Repayment of notes payable | (2,046,667) | (408,662) | ||
Payments on convertible notes payable | (771,431) | |||
Net borrowings (payments) from lines of credit | (1,339,430) | (180,865) | ||
Cash paid for financing costs | (105,279) | |||
Net cash used in financing activities | $ 4,981,959 | $ 328,126 |
Receivables (Details) - Schedul
Receivables (Details) - Schedule of receivables - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of receivables [Abstract] | ||
Credit card payments in process of settlement | $ 65,675 | |
Trade receivables from customers | 899,669 | 620,370 |
Total receivables | 965,344 | 620,370 |
Allowance for doubtful accounts | (14,614) | (29,001) |
Accounts receivable, net | $ 950,730 | $ 591,369 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventory - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Subtotal | $ 2,561,974 | $ 261,887 |
Allowance for inventory obsolescence | (38,687) | (26,545) |
Inventories, net | 2,523,287 | 235,342 |
Machinery and Equipment [Member] | ||
Inventory [Line Items] | ||
Subtotal | 653,448 | 119,444 |
Parts [Member] | ||
Inventory [Line Items] | ||
Subtotal | 147,999 | 142,443 |
Appliances [Member] | ||
Inventory [Line Items] | ||
Subtotal | $ 1,760,527 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 947,271 | $ 1,010,052 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 7,188,540 | $ 6,858,168 |
Less: Accumulated depreciation | (4,559,812) | (3,676,347) |
Property and equipment, net | 2,628,728 | 3,181,821 |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 34,368 | 5,338 |
Equipment and machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 3,096,368 | 3,019,638 |
Tractors [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,723,296 | 2,694,888 |
Trucks and other vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,334,508 | $ 1,138,304 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Intangible Assets (Details) [Line Items] | |||
Weighted average estimated useful life | 9 years 6 months | ||
Customer Relationships [Member] | |||
Intangible Assets (Details) [Line Items] | |||
Identifiable intangible assets | $ 496,000 | $ 34,000 | |
Amortization expense | (34,635) | $ (19,267) | |
Asien and Neese [Member] | Customer Relationships [Member] | |||
Intangible Assets (Details) [Line Items] | |||
Identifiable intangible assets | 1,009,000 | ||
Amortization expense | $ 51,836 | ||
Asien and Neese [Member] | Trade Names [Member] | |||
Intangible Assets (Details) [Line Items] | |||
Identifiable intangible assets | $ 34,000 | ||
Amortization expense | $ 5,100 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Marketing related identifiable intangible assets, net | $ 510,532 | |
Total Identifiable intangible assets, net | 971,897 | 14,733 |
Customer relationship identifiable intangible assets, net | 461,365 | 14,733 |
Customer Relationships [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Identifiable intangible assets, gross | 496,000 | 34,000 |
Accumulated amortization | (34,635) | (19,267) |
Marketing Related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Identifiable intangible assets, gross | 547,000 | |
Accumulated amortization | $ (36,468) |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of annual amortization expense - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of annual amortization expense [Abstract] | ||
2020 (remainder) | $ 36,752 | |
2021 | 147,008 | |
2022 | 141,341 | |
2023 | 140,208 | |
2024 | 140,208 | |
Thereafter | 366,380 | |
Total | $ 971,897 | $ 14,733 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Oct. 23, 2020 | Sep. 30, 2020 | May 28, 2020 | |
Acquisitions (Details) [Line Items] | |||
Write-off contingent liability | $ 32,246 | ||
Contingent note payable | 49,248 | ||
Working capital | 7,256,231 | ||
Non controlling interest | 496,859 | $ 4,327,294 | |
Goedeker [Member] | April 5, 2019 [Member] | |||
Acquisitions (Details) [Line Items] | |||
Business acquisition purchase price | 6,200,000 | ||
Business acquisition purchase price in cash | 1,500,000 | ||
Business acquisition purchase price payable in promissory note | 4,100,000 | ||
Business acquisition purchase price payable earn out payments | $ 600,000 | ||
Additional consideration description | As additional consideration, 1847 Goedeker agreed to issue to each of the Stockholders a number of shares of its common stock equal to a 11.25% non-dilutable interest (22.5% total) in all of the issued and outstanding stock of 1847 Goedeker as of the closing date. | ||
Business acquisition purchase price in cash description | The report issued by that CPA firm determined that Goedeker Television owed Goedeker $809,000, which Goedeker Television has not paid. On or about March 23, 2020, Goedeker submitted a claim for arbitration to the American Arbitration Association relating to Goedeker Television’s failure to pay the amount owed. The claim alleges, inter alia, breach of contract, fraud, indemnification and the breach of the covenant of good faith and fair dealing. Goedeker is alleging damages in the amount of $809,000, plus attorneys’ fees and costs. The $809,000 is included in other assets in the accompanying balance sheet as of December 31, 2019. | ||
Goedeker Television [Member] | |||
Acquisitions (Details) [Line Items] | |||
Adjusted cash portion | $ 478,000 | ||
Business acquisition purchase price in cash description | Pursuant to the settlement agreement, the parties entered into an amendment and restatement of the 9% subordinated promissory note described above (see Note 4). In addition, the parties agreed that the arbitration action described above would be settled effective upon the closing of the Goedeker IPO and that each party to such arbitration action would release all claims that it has against the other parties to such action. As part of the settlement of the arbitration action, Goedeker agreed that the sellers will not have to pay the $809,000 working capital adjustment amount resulting in a loss on the acquisition receivable in the period ending September 30, 2020. | ||
Goedeker Television [Member] | April 5, 2019 [Member] | |||
Acquisitions (Details) [Line Items] | |||
Business acquisition purchase price payable earn out payments | $ 81,494 | ||
Additional consideration description | To the extent Goedeker Television is entitled to all or a portion of an earn out payment, the applicable earn out payment(s) (or portion thereof) shall be paid on the date that is three (3) years from the closing date, and shall accrue interest from the date on which it is determined Goedeker Television is entitled to such earn out payment (or portion thereof) at a rate equal to five percent (5%) per annum, computed on the basis of a 360 day year for the actual number of days elapsed. | ||
Business acquisition purchase price in cash description | Goedeker Business for any applicable period is less than $2,500,000 but greater than $1,500,000, Goedeker must pay a partial earn out payment to Goedeker Television in an amount equal to the product determined by multiplying (i) the EBITDA Achievement Percentage by (ii) the applicable earn out payment for such period, where the “Achievement Percentage” is the percentage determined by dividing (A) the amount of (i) the EBITDA of the Goedeker Business for the applicable period less (ii) $1,500,000, by (B) $1,000,000. For avoidance of doubt, no partial earn out payments shall be earned or paid to the extent the EBITDA of the Goedeker Business for any applicable period is equal or less than $1,500,000. For the trailing twelve (12) month period from the closing date, EBITDA for the Goedeker Business was $(2,825,000), so Goedeker Television is not entitled to an earn our payment for that period. | ||
Earn out payments description | Goedeker Television is also entitled to receive the following earn out payments to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the asset purchase agreement) targets: 1.An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater; 2.An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater; 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. | ||
Net liabilities assumed | $ 614,337 | ||
1847 Goedeker [Member] | Subsequent Event [Member] | |||
Acquisitions (Details) [Line Items] | |||
Additional consideration description | the Company completed a distribution of Goedeker. The common shareholders of the Company received an aggregate of 2,660,007 shares of the common stock of Goedeker, which were distributed on a pro rata basis at a ratio of 0.710467618568632 shares of Goedeker’s common stock for each common share of the Company held on the record date, and 1847 Partners LLC, the manager of the Company and the sole holder of its allocation shares (the “Manager”), received 664,993 shares of the common stock of Goedeker, which it then distributed to its members. | ||
Asiens [Member] | May 28, 2020 [Member] | |||
Acquisitions (Details) [Line Items] | |||
Business acquisition purchase price | 2,125,000 | ||
Business acquisition purchase price in cash | 233,000 | ||
Business acquisition purchase price payable in promissory note | 200,000 | ||
Business acquisition purchase price payable earn out payments | $ 655,000 | ||
Business acquisition shares of common stock (in Shares) | 415,000 | ||
Mutual value | $ 830,000 | ||
Business acquisition value of common stock | $ 1,037,500 | ||
Purchase price per share (in Dollars per share) | $ 2.50 | ||
Fair value of the net tangible assets | $ 1,171,272 | ||
Kyle’s Acquisition [Member] | |||
Acquisitions (Details) [Line Items] | |||
Business acquisition purchase price | 6,650,000 | ||
Business acquisition purchase price in cash | 4,200,000 | ||
Business acquisition purchase price payable in promissory note | 1,050,000 | ||
Business acquisition purchase price payable earn out payments | $ 4,356,162 | ||
Business acquisition shares of common stock (in Shares) | 700,000 | ||
Mutual value | $ 1,400,000 | ||
Business acquisition value of common stock | 3,675,000 | ||
Fair value of the net tangible assets | $ 527,618 | ||
Subordinate note, percentage | 8.00% | ||
Excess divided, per share (in Dollars per share) | $ 2 | ||
Working capital | $ 154,000 | ||
Minimum [Member] | Property, Plant and Equipment [Member] | Asiens [Member] | |||
Acquisitions (Details) [Line Items] | |||
Estimated useful life | 5 years | ||
Minimum [Member] | Property, Plant and Equipment [Member] | Kyle’s Acquisition [Member] | |||
Acquisitions (Details) [Line Items] | |||
Estimated useful life | 3 years | ||
Maximum [Member] | Property, Plant and Equipment [Member] | Asiens [Member] | |||
Acquisitions (Details) [Line Items] | |||
Estimated useful life | 13 years | ||
Maximum [Member] | Property, Plant and Equipment [Member] | Kyle’s Acquisition [Member] | |||
Acquisitions (Details) [Line Items] | |||
Estimated useful life | 7 years |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of preliminary analysis for the Goedeker asset purchase - Goedeker [Member] | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Purchase consideration at final fair value: | |
Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs | $ 3,422,398 |
Contingent note payable | 81,494 |
Non-controlling interest | 979,523 |
Amount of consideration | 4,483,415 |
Assets acquired and liabilities assumed at fair value | |
Accounts receivable | 334,446 |
Inventories | 1,851,251 |
Working capital adjustment receivable and other assets | 1,104,863 |
Property and equipment | 216,286 |
Customer related intangibles | 749,000 |
Marketing related intangibles | 1,368,000 |
Accounts payable and accrued expenses | (3,929,876) |
Customer deposits | (2,308,307) |
Net tangible assets acquired (liabilities assumed) | (614,337) |
Total net assets acquired (liabilities assumed) | (614,337) |
Consideration paid | 4,483,415 |
Goodwill | $ 5,097,752 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of preliminary analysis for the Asien's purchase - Asiens [Member] | Sep. 30, 2020USD ($) |
Provisional Purchase Consideration at preliminary fair value: | |
Common shares | $ 1,037,500 |
Notes payable | 855,000 |
Due to seller | 233,000 |
Amount of consideration | 2,125,500 |
Assets acquired and liabilities assumed at preliminary fair value | |
Cash | 1,501,285 |
Accounts receivable | 235,746 |
Inventories | 1,457,489 |
Other current assets | 41,427 |
Property and equipment | 157,052 |
Customer related intangibles | 462,000 |
Marketing related intangibles | 547,000 |
Accounts payable and accrued expenses | (280,752) |
Customer deposits | (2,405,703) |
Notes payable | (509,272) |
Other liabilities | (35,000) |
Net assets acquired | 1,171,272 |
Total net assets acquired | 1,171,272 |
Consideration paid | 2,125,500 |
Preliminary goodwill | $ 954,228 |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of preliminary analysis for the Kyle’s Acquisition - Kyle’s Acquisition [Member] | Sep. 30, 2020USD ($) |
Provisional Purchase Consideration at preliminary fair value: | |
Common shares | $ 3,675,000 |
Notes payable | 1,050,000 |
Due to seller | 4,356,162 |
Amount of consideration | 9,081,162 |
Assets acquired and liabilities assumed at preliminary fair value | |
Cash | 130,000 |
Accounts receivable | 385,095 |
Costs in excess of billings | 122,016 |
Other current assets | 13,707 |
Property and equipment | 183,825 |
Accounts payable and accrued expenses | (263,597) |
Billings in excess of costs | (43,428) |
Net tangible assets acquired | 527,618 |
Total net assets acquired | 527,618 |
Consideration paid | 9,081,162 |
Preliminary goodwill | $ 8,553,544 |
Acquisitions (Details) - Sche_4
Acquisitions (Details) - Schedule of income statement - Business Acquisitions [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenues, net | $ 17,163,879 | $ 13,196,472 |
Net loss allocable to common shareholders | $ (671,350) | $ (544,046) |
Net loss per share (in Dollars per share) | $ (0.16) | $ (0.13) |
Weighted average number of shares outstanding (in Shares) | 4,309,526 | 4,262,918 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jul. 10, 2020 | Jun. 13, 2018 | Sep. 25, 2020 | Aug. 04, 2020 | Jul. 29, 2020 | May 28, 2020 | Oct. 30, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 28, 2020 | Apr. 10, 2020 | Dec. 31, 2019 |
Notes Payable (Details) [Line Items] | ||||||||||||||
Debt instrument, periodic payment, principal | $ 32,350 | |||||||||||||
Interest payment of promissory notes | $ 11,773 | |||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Accrued interest | $ 24,385 | $ 24,385 | $ 17,115 | |||||||||||
Purchase price per share (in Dollars per share) | $ 1.90 | $ 1.90 | ||||||||||||
PPP Loans [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Paycheck protection program, description | The PPP loans have two-year terms and bear interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP loans may be prepaid at any time prior to maturity with no prepayment penalties. The PPP loans contain events of default and other provisions customary for loans of this type. The PPP provides that the PPP loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. Neese and Asien’s intend to use the proceeds from the PPP loans for qualifying expenses and to apply for forgiveness of the PPP loans in accordance with the terms of the CARES Act. | |||||||||||||
PPP loans as current liabilities | $ 453,307 | $ 453,307 | ||||||||||||
Long-term liabilities pending loans | 289,527 | 289,527 | ||||||||||||
1847 Neese [Member] | 10% Promissory Note [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Interest payment of promissory notes | 40,000 | 40,000 | ||||||||||||
Accrued interest on promissory note | 250,000 | 250,000 | ||||||||||||
Promissory note payable | $ 1,025,000 | $ 1,025,000 | ||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||
Prepayment of short term debt in excess of cash balance, amount | $ 200,000 | $ 200,000 | ||||||||||||
Long-term accrued expenses | 40,000 | 40,000 | ||||||||||||
1847 Asien/Asien's [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Aggregate remaining principal | $ 97,215 | $ 97,215 | ||||||||||||
1847 Asien/Asien's [Member] | Minimum [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Finance at rates ranging | 3.98% | 3.98% | ||||||||||||
1847 Asien/Asien's [Member] | Maximum [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Finance at rates ranging | 6.99% | 6.99% | ||||||||||||
1847 Asien/Asien's [Member] | Arvest Bank [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Revolving loan | $ 400,000 | |||||||||||||
Maturity date | Jul. 10, 2021 | |||||||||||||
Debt instrument, interest rate | 5.25% | |||||||||||||
Prime rate plus percent | 2.00% | |||||||||||||
Outstanding balance | $ 0 | |||||||||||||
1847 Asien/Asien's [Member] | Wells Fargo [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Inventory financing agreement term | 1 year | |||||||||||||
1847 Asien/Asien's [Member] | Paul A. Gwilliam and Terri L. Gwilliam [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Promissory note payable | $ 49,848 | $ 49,848 | ||||||||||||
Interest rate | 4.25% | |||||||||||||
Aggregate principal amount | $ 540,000 | |||||||||||||
Unsecured promissory note term, description | 5 years or 60 months. | |||||||||||||
1847 Kyle's [Member] | Vesting Promissory Note [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Promissory note payable | $ 1,050,000 | $ 1,050,000 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Increasing principal amount | $ 1,260,000 | $ 1,260,000 | ||||||||||||
1847 Cabinet [Member] | Vesting Promissory Note [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Promissory note, description | The vested principal of the note due at the maturity date shall be calculated each year based on the average annual consolidated EBITDA (as defined in the note) of 1847 Cabinet for each of the years ended December 31, 2020, 2021 and 2022. The EBITDA for each year shall be divided by $1.4 million multiplied by 100 to obtain the vested percentage. The vested principal for each year shall be equal to the vested percentage for that year multiplied by $350,000. To the extent that the vested percentage for the subject year is less than 80%, no portion of the note for that year shall vest. To the extent that the vested percentage for the subject year is equal to or greater than 120%, the vested principal shall be equal to $420,000 for that year and no more. | |||||||||||||
Unvested principal amount | $ 350,000 | $ 350,000 | ||||||||||||
1847 Cabinet/Kyle's [Member] | Intercompany Secured Promissory Note [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Interest rate | 16.00% | 16.00% | ||||||||||||
Issuance of secured promissory note | $ 4,525,000 | $ 4,525,000 | ||||||||||||
Outstanding principal balance interest percentage | 5.00% | 5.00% | ||||||||||||
Neese [Member] | Small Business Administration (SBA) [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Paycheck protection program loans | $ 383,600 | |||||||||||||
Neese [Member] | Home State Bank [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Debt instrument, periodic payment, principal | $ 3,654,074 | |||||||||||||
Debt instrument, interest rate | 6.85% | |||||||||||||
Debt coverage ratio, description | covenants to maintain a minimum debt coverage ratio of 1.00 to 1.25 measured at December 31, 2019. | |||||||||||||
Debt instrument, maturity date, description | Pursuant to the change in terms agreement: (i) the maturity date was extended to July 30, 2022; (ii) the interest rate was changed to 5.50%; (iii) Neese agreed to pay accrued interest in the amount of $95,970; (iv) Neese agreed to make payments of $30,000 beginning on September 30, 2020 and continuing thereafter on a monthly basis until maturity, at which time a final interest payment is due; (v) Neese agreed to make a payment of $260,000.00 on December 30, 2020 and December 30, 2021; (vi) Neese agreed to make two new advances under the note in the amounts $51,068 and $517,529 to repay in full Neese’s capital lease transactions due to Utica Leaseco LLC described below; (vii) Neese agreed to pay a loan fee of $17,500; and (viii) Home State Bank agreed to make a loan advance to checking for $17,500. The balance of the note amounts to $3,493,922, comprised of principal of $3,509,364, net of unamortized debt discount of $16,042 as of September 30, 2020. | |||||||||||||
Interest payment of promissory notes | $ 40,000 | $ 40,000 | ||||||||||||
Accrued interest on promissory note | 40,000 | 40,000 | ||||||||||||
Repayment of secured loan | 145,690 | $ 21,500 | ||||||||||||
Amortization of debt issuance costs | 1,458 | $ 16,200 | ||||||||||||
Asien's Seller [Member] | 1847 Asien/Asien's [Member] | 8% Subordinated Amortizing Promissory Note [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Promissory note payable | $ 200,000 | $ 200,000 | ||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Unpaid interest due date | May 28, 2021 | |||||||||||||
Promissory notes current portion | $ 153,076 | $ 153,076 | ||||||||||||
Promissory notes | 151,505 | 151,505 | ||||||||||||
Accrued interest | 1,571 | 1,571 | ||||||||||||
Asien's Seller [Member] | 1847 Asien/Asien's [Member] | 6% Amortizing Promissory Note [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Accrued interest on promissory note | 1,053,361 | 1,053,361 | ||||||||||||
Prepayment of short term debt in excess of cash balance, amount | 1,037,500 | 1,037,500 | ||||||||||||
Accrued interest | 15,861 | 15,861 | ||||||||||||
Common stock sold (in Shares) | 415,000 | |||||||||||||
Purchase price per share (in Dollars per share) | $ 2.50 | |||||||||||||
Promissory note, description | As consideration, 1847 Asien issued to the Asien’s Seller a two-year 6% amortizing promissory note in the aggregate principal amount of $1,037,500. One-half (50%) of the outstanding principal amount of the note ($518,750) and all accrued interest thereon, will be amortized on a two-year straight-line basis and is payable quarterly. The second-half (50%) of the outstanding principal amount of the note ($518,750) with all accrued, but unpaid interest thereon, is due on the second anniversary of the note. The note is unsecured and contains customary events of default. | |||||||||||||
Asien's Seller [Member] | 1847 Asien/Asien's [Member] | Demand Promissory Note [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Promissory note payable | $ 655,000 | $ 655,000 | ||||||||||||
Promissory note, description | The note accrues interest at a rate of one percent (1%) computed on the basis of a 360-day year. Principal and accrued interest on the note shall be payable 24 hours after written demand by the Seller. The note was repaid in June 2020. | |||||||||||||
TVT Direct Funding LLC [Member] | 1847 Asien/Asien's [Member] | Agreement of Sale of Future Receipts [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Future receivables value | $ 685,000 | |||||||||||||
Total purchase price | $ 500,000 | |||||||||||||
Weekly future receipts percentage | 20.00% | |||||||||||||
Future receipts amount | $ 23,300 | |||||||||||||
Origination fees | $ 25,000 | |||||||||||||
Asein's [Member] | Small Business Administration (SBA) [Member] | ||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||
Paycheck protection program loans | $ 357,500 |
Floor Plan Loans Payable (Detai
Floor Plan Loans Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Floor Plan Loans Payable [Abstract] | ||
Machinery and equipment inventory | $ 0 | $ 10,581 |
Convertible Promissory Note (De
Convertible Promissory Note (Details) - USD ($) | 1 Months Ended | |||||
Sep. 02, 2020 | Aug. 04, 2020 | Jul. 21, 2020 | May 11, 2020 | May 04, 2020 | Apr. 05, 2019 | |
Convertible Promissory Note (Details) [Line Items] | ||||||
Increase the principal amount of the note | $ 207,145 | |||||
Secured convertible promissory note, description | In connection with the amendment, (i) the Company issued to Leonite another five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis and (ii) upon closing of the Asien’s acquisition, 1847 Asien issued to Leonite shares of common stock equal to a 5% interest in 1847 Asien. The amendment represented a prepayment of principal and accrued interest resulting in a debt extinguishment and we recorded an aggregate extinguishment loss of $773,856. | |||||
Warrant to common shares (in Shares) | 180,000 | |||||
Common stock underlying warrant (in Shares) | 20,000 | |||||
Debt underlying warrant (in Shares) | 200,000 | |||||
Exercise warrants (in Shares) | 180,000 | |||||
Goedeker [Member] | ||||||
Convertible Promissory Note (Details) [Line Items] | ||||||
Aggregate principal amount | $ 714,286 | |||||
Additional purchase of note, description | (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 Goedeker issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in Holdco. | |||||
Purchase price description | The note carries an original issue discount of $64,286 to cover Leonite’s legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Furthermore, the Company issued 50,000 common shares valued at $137,500 and a debt-discount related to the warrants valued at $292,673. The Company amortized $292,673 of financing costs related to the shares and warrants in the nine months ended September 30, 2020. | |||||
Total payoff amount | $ 780,653 | |||||
Consisting of debt principal amount | 771,431 | |||||
Interest amount | $ 9,222 | |||||
Leonite converted [Member] | ||||||
Convertible Promissory Note (Details) [Line Items] | ||||||
Debt converted amount | $ 50,000 | $ 100,000 | ||||
Shares of common stock (in Shares) | 50,000 | 100,000 |
Financing Lease (Details)
Financing Lease (Details) - Master Lease Agreement [Member] - USD ($) | 1 Months Ended | ||
Jul. 29, 2020 | Oct. 31, 2017 | Mar. 03, 2017 | |
Financing Lease (Details) [Line Items] | |||
Proceeds from capital lease | $ 980,000 | $ 3,240,000 | |
Lease outstanding | $ 475,000 | ||
Capital lease term | 51 years | 46 years | |
Lease payable beginning | $ 12,882 | ||
Lease payable ending | $ 38,000 | ||
Lease rent monthly | $ 25,807 | ||
Capital lease transaction | $ 568,597 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | Sep. 01, 2020 | Mar. 03, 2017 | May 14, 2014 | Sep. 30, 2020 | Jun. 13, 2018 |
Neese [Member] | |||||
Operating Leases (Details) [Line Items] | |||||
Lease term | 10 years | ||||
Operating lease base rent | $ 8,333 | ||||
Interest rate on unpaid amount | 18.00% | ||||
Salary or rent not payable | $ 100,000 | ||||
Long-term accrued liability | $ 275,000 | ||||
Operating lease liabilities | 75,000 | ||||
Lease annual payment | $ 11,830 | ||||
Annual payments for lease payments | 641,667 | ||||
Kyle's [Member] | |||||
Operating Leases (Details) [Line Items] | |||||
Lease term | 5 years | ||||
Interest rate on unpaid amount | 12.00% | ||||
Lease rent, description | The lease is for a term of five years, with an option for a renewal term of five years, and provides for a base rent of $7,000 per month for the first 12 months, which will increase to $7,210 for months 13-16 and to $7,426 for months 37-60. | ||||
Annual payments for lease payments | 428,271 | ||||
Asien's [Member] | |||||
Operating Leases (Details) [Line Items] | |||||
Annual payments for lease payments | $ 11,665 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of future minimum lease payments - Neese [Member] | Sep. 30, 2020USD ($) |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2020 (reminder of year) | $ 25,000 |
2021 | 100,000 |
2022 | 100,000 |
2023 | 100,000 |
2024 | 100,000 |
Thereafter | 216,667 |
Total lease payments | 641,667 |
Less imputed interest | (123,620) |
Maturities of lease liabilities | $ 518,047 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of future minimum lease payments - Kyle's [Member] | Sep. 30, 2020USD ($) |
Operating Leases (Details) - Schedule of future minimum lease payments [Line Items] | |
2020 (remainder of year) | $ 21,000 |
2021 | 84,840 |
2022 | 86,520 |
2023 | 87,385 |
2023 | 89,116 |
2025 | 59,410 |
Total lease payments | 428,271 |
Less imputed interest | (54,355) |
Maturities of lease liabilities | $ 373,916 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Jan. 03, 2018 | Apr. 15, 2013 | Sep. 30, 2020 | Dec. 31, 2019 | Apr. 05, 2019 |
Related Parties (Details) [Line Items] | |||||
Management fee | $ 0 | ||||
Expensed management fees | 103,022 | ||||
Advances from related parties | $ 118,834 | ||||
Initial principal amount | $ 714,286 | ||||
Interest rate | 8.00% | ||||
Advances | $ 56,900 | $ 119,400 | |||
Accrued interest | 24,385 | 17,115 | |||
Promissory Note [Member] | |||||
Related Parties (Details) [Line Items] | |||||
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. | ||||
Goedeker [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Management fee | 62,500 | ||||
Neese [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Management fee | 187,500 | ||||
Long-term accrued liability | $ 638,308 | ||||
Management Services Agreement [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Description of management fee | quarterly management fee equal to 0.5% of its adjusted net assets for services performed | ||||
Manager [Member] | Asien [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Description of management fee | Pursuant to the offsetting management services agreements, 1847 Neese appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500, Goedeker appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500, 1847 Asien appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement) and 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, in each case that (i) pro rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of the Company’s gross income with respect to such fiscal year, then the management fee to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of the Company, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of the Company’s gross income with respect to such fiscal year, and (iii) if the aggregate amount the management fee paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the Parent Management Fee with respect to such fiscal quarter, then the management fee to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, 1847 Asien or 1847 Cabinet, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal quarter, does not exceed the Parent Management Fee calculated and payable with respect to such fiscal quarter. | ||||
Quarterly management fee | $ 75,000 | ||||
Manager [Member] | Cabinet [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Quarterly management fee | 75,000 | ||||
Offsetting Management Services Agreement [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Management fee | 62,500 | ||||
Manager [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Advances from related parties | $ 69,573 | $ 62,499 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | Sep. 02, 2020 | Jun. 04, 2020 | May 11, 2020 | May 04, 2020 | Apr. 05, 2019 | Aug. 28, 2020 | Jul. 21, 2020 | May 28, 2020 | May 20, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Allocation shares, authorized | 1,000 | 1,000 | 1,000 | 1,000 | |||||||||||||
Allocation shares, outstanding | 1,000 | 1,000 | 1,000 | 1,000 | |||||||||||||
Ownership of allocation shares by manager | 100.00% | 100.00% | 100.00% | ||||||||||||||
Allocation of profit | 20.00% | 20.00% | 20.00% | ||||||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | ||||||||||||||
Issued and outstanding, shares | 1,000 | ||||||||||||||||
Senior convertible preferred shares | 3,157,895 | ||||||||||||||||
Dividends rate (in Dollars per share) | $ 1.90 | $ 1.90 | $ 1.90 | ||||||||||||||
Volume weighted average price | 80.00% | ||||||||||||||||
Accumulated accrued and unpaid dividends | 115.00% | ||||||||||||||||
Conversion price (in Dollars per share) | 2 | 2 | $ 2 | ||||||||||||||
Ownership common shares outstanding | 4.99% | ||||||||||||||||
Shareholder limitation, description | This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to the Company. | ||||||||||||||||
Consolidations adjustments to conversion price, description | ●On the first day of the 12th month following the issuance date of any series A senior convertible preferred share, the stated dividend rate shall automatically increase by five percent (5.0%) per annum and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. ●On the first day of the 24th month following the issuance date of any series A senior convertible preferred, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. ●On the first day of the 36th month following the issuance date of any series A senior convertible preferred share, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding the third adjustment date. | ||||||||||||||||
Additional equity interest | 10.00% | ||||||||||||||||
Sale of stock | 2,189,835 | ||||||||||||||||
Sale of stock price (in Dollars per share) | $ 1.90 | $ 1.90 | $ 1.90 | ||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 4,160,684 | ||||||||||||||||
Warrant description | Each unit consists of one (1) series A senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $2.50 per common share (subject to adjustment), which may be exercised on a cashless basis under certain circumstances. | ||||||||||||||||
Subscription receivable (in Dollars) | $ 4,160,000 | $ 4,160,000 | $ 4,160,000 | ||||||||||||||
Deemed dividend of beneficial conversion feature (in Dollars) | $ 2,404,120 | ||||||||||||||||
Common shares, authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||||
Common shares, issued | 4,444,013 | 4,444,013 | 4,444,013 | 3,165,625 | |||||||||||||
Common shares, outstanding | 4,444,013 | 4,444,013 | 4,444,013 | 3,165,625 | |||||||||||||
Common shares, voting rights | one | ||||||||||||||||
Common stock Shares Upon conversion value (in Dollars) | $ 100,000 | $ 275,000 | $ 430,173 | ||||||||||||||
Common stock Issued upon services | 50,000 | ||||||||||||||||
Fair market value of services (in Dollars) | 245,000 | $ 87,550 | |||||||||||||||
Warrant exercise price (in Dollars per share) | $ 1.25 | ||||||||||||||||
Warrant for proceeds (in Dollars) | $ 62,500 | ||||||||||||||||
Exercised options for proceeds (in Dollars) | $ 150,000 | $ 212,500 | |||||||||||||||
Estimated fair value (in Dollars per share) | $ 2.50 | $ 2.50 | $ 2.50 | ||||||||||||||
Common stock exercise price (in Dollars per share) | $ 2.50 | $ 2.50 | $ 2.50 | ||||||||||||||
Warrant term description | The warrant has a term of three years and is callable by the Company after one year if the 30 day average stock price is in excess of $5 and the trading volume in the Company’s shares exceed 100,000 shares a day over such period. The Company can also redeem the warrants during the term for $0.50 a warrant in the first year; $1.00 a warrant in the second year; and $1.50 a warrant in the third year. | ||||||||||||||||
Net loss attributable to non-controlling interests (in Dollars) | $ (1,922,849) | $ (395,258) | $ (3,930,172) | (1,092,727) | |||||||||||||
Leonite [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Sale of stock | 50,000 | ||||||||||||||||
Common shares, issued | 180,000 | ||||||||||||||||
Common stock shares issued upon conversion | 100,000 | 50,000 | |||||||||||||||
Common stock Shares Upon conversion value (in Dollars) | $ 100,000 | $ 50,000 | |||||||||||||||
Loss on conversion of debt (in Dollars) | $ 175,000 | ||||||||||||||||
Loss on conversion debt (in Dollars) | $ 50,000 | ||||||||||||||||
Common stock shares issued upon warrant | 180,000 | ||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 1.25 | ||||||||||||||||
Shares issuable upon warrants exercised | 200,000 | 200,000 | |||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Amendment, description | Pursuant to the amendment, the parties amended the warrant to allow for the conversion of the warrant into 180,000 common shares in exchange for Leonite’s surrender of the remaining 20,000 common shares underlying this warrant, as well as all 200,000 common shares underlying the second warrant issued to Leonite on May 11, 2020. | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 128.52% | ||||||||||||||||
Weighted average risk-free interest rate | 0.36% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Principal amount (in Dollars) | $ 448,211 | ||||||||||||||||
Asiens [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Common stock issued upon acquisition | 415,000 | ||||||||||||||||
Common stock issued upon acquisition, value (in Dollars) | $ 1,037,500 | ||||||||||||||||
Purchase price (in Dollars per share) | $ 2.50 | ||||||||||||||||
Shares distributed to stockholders | 415,000 | ||||||||||||||||
Common stock outstanding, percentage | 95.00% | ||||||||||||||||
Distribution shares received | 394,112 | ||||||||||||||||
Noncontrolling Interest [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Common stock Shares Upon conversion value (in Dollars) | |||||||||||||||||
Fair market value of services (in Dollars) | |||||||||||||||||
Noncontrolling Interest [Member] | 1847 Neese [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Acquisition interest acquired | 55.00% | ||||||||||||||||
Noncontrolling interest, ownership percentage | 45.00% | 45.00% | 45.00% | ||||||||||||||
Net loss attributable to non-controlling interests (in Dollars) | $ 649,818 | $ 628,210 | |||||||||||||||
Noncontrolling Interest [Member] | 1847 Goedeker [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Acquisition interest acquired | 95.00% | ||||||||||||||||
Noncontrolling Interest [Member] | 1847 Asien [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Acquisition interest acquired | 92.50% | ||||||||||||||||
Noncontrolling interest, ownership percentage | 5.00% | 5.00% | 5.00% | ||||||||||||||
Net loss attributable to non-controlling interests (in Dollars) | $ 19,993 | ||||||||||||||||
Goedeker [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Loan and security agreement, description | Goedeker, as borrower, and Holdco entered into a loan and security agreement with SBCC for a term loan in the principal amount of $1,500,000, pursuant to which Goedeker issued to SBCC a term note in the principal amount of up to $1,500,000 and a ten-year warrant to purchase shares of the most senior capital stock of Goedeker equal to 5.0% of the outstanding equity securities of Goedeker on a fully-diluted basis for an aggregate price equal to $100. At December 31, 2019 the warrants were valued at $122,344. On August 4, 2020, SBCC converted the warrant into 250,000 shares of Goedeker’s common stock | ||||||||||||||||
Service Provider [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Common stock Issued upon services | 100,000 | ||||||||||||||||
Fair market value of services (in Dollars) | $ 245,000 | ||||||||||||||||
Director [Member] | Options [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Granted options to directors | 60,000 | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.50 | ||||||||||||||||
Date of grant and terminate, terms | The options vested immediately on the date of grant and terminate on May 11, 2025. | ||||||||||||||||
Director One [Member] | Options [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Granted options to directors | 30,000 | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.50 | ||||||||||||||||
Date of grant and terminate, terms | The options vested immediately on the date of grant and terminate on May 11, 2025. | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Shareholders' Deficit (Details) [Line Items] | |||||||||||||||||
Dividend rate, Percentage | 14.00% | ||||||||||||||||
Sale of stock | 2,189,835 | ||||||||||||||||
Sale of stock price (in Dollars per share) | $ 1.90 | $ 1.90 | $ 1.90 | ||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 4,160,654 | ||||||||||||||||
Common stock Shares Upon conversion value (in Dollars) | |||||||||||||||||
Fair market value of services (in Dollars) | |||||||||||||||||
Warrant term | 3 years | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 63.25% | ||||||||||||||||
Weighted average risk-free interest rate | 0.16% | ||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Estimated fair value (in Dollars per share) | $ 5.25 | $ 5.25 | $ 5.25 | ||||||||||||||
Principal amount (in Dollars) | $ 1,756,567 |
Shareholders' Deficit (Detail_2
Shareholders' Deficit (Details) - Schedule of option activity - $ / shares | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of option activity [Abstract] | |
Number of Options, Outstanding | |
Weighted Average Exercise Price, Outstanding (in Dollars per share) | |
Weighted Average Contractual Term in Years, Outstanding | |
Number of Options, Granted | 90,000 |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ 2.50 |
Weighted Average Contractual Term in Years, Granted | 5 years |
Number of Options, Exercised | 77,500 |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ 2.50 |
Weighted Average Contractual Term in Years, Exercised | |
Number of Options, Forfeited | |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Contractual Term in Years, Forfeited | |
Number of Options, Cancelled | (12,500) |
Weighted Average Exercise Price, Cancelled (in Dollars per share) | $ 2.50 |
Weighted Average Contractual Term in Years, Cancelled | |
Number of Options, Expired | |
Weighted Average Exercise Price, Expired (in Dollars per share) | |
Weighted Average Contractual Term in Years, Expired | |
Number of Options, Outstanding | |
Weighted Average Exercise Price, Outstanding (in Dollars per share) | |
Weighted Average Contractual Term in Years, Outstanding | |
Number of Options, Exercisable | |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | |
Weighted Average Contractual Term in Years, Exercisable |
Shareholders' Deficit (Detail_3
Shareholders' Deficit (Details) - Schedule of warrant activity - Warrant [Member] - USD ($) | Jan. 01, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | |||
Number of Common Stock Warrants, Outstanding | 2,189,835 | 200,000 | |
Weighted average exercise price, Outstanding | $ 2.50 | $ 1.25 | |
Weighted average life (years), Outstanding | 3 years | 4 years 94 days | |
Number of Common Stock Warrants, Granted | 2,439,835 | 200,000 | |
Weighted average exercise price, Granted | $ 2.37 | $ 1.25 | |
Weighted average life (years), Granted | 3 years 73 days | 5 years | |
Number of Common Stock Warrants, Exercised | (230,000) | ||
Weighted average exercise price, Exercised | $ 1.25 | ||
Weighted average life (years), Exercised | |||
Number of Common Stock Warrants, Canceled | (220,000) | ||
Weighted average exercise price, Canceled | $ 1.25 | ||
Weighted average life (years), Canceled | |||
Intrinsic value of Warrants, Outstanding | $ 6,569,505 | ||
Number of Common Stock Warrants, Exercisable | 2,189,835 | ||
Weighted average exercise price, Exercisable | $ 2.50 | ||
Weighted average life (years), Exercisable | 3 years | ||
Intrinsic value of Warrants, Exercisable | $ 6,569,505 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - Schedule of supplemental disclosures of cash flow information - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of supplemental disclosures of cash flow information [Abstract] | ||
Interest paid | $ 219,023 | $ 595,000 |
Income tax paid | ||
Business combinations: | ||
Current assets | 2,255,480 | |
Property and equipment | 340,877 | |
Working capital adjustment receivable | ||
Assumed liabilities | (3,537,752) | |
Intangible assets | 1,009,000 | |
Goodwill | 9,507,772 | |
Cash acquired in acquisitions | 1,398,285 | |
Financing: | ||
Due to seller (cash paid to seller day after closing) | 4,589,162 | |
Debt discount on factoring agreement | 210,000 | |
Financed purchases of property and equipment | 21,968 | |
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 notes | 2,115,000 | 714,286 |
Promissory note original issue and debt discount | (79,286) | |
Warrants issued in conjunction with notes payable | (210,000) | (292,673) |
Promissory note, net | 1,905,000 | 342,327 |
9% subordinated promissory note | 4,700,000 | |
Debt discount financing costs | (215,500) | |
9% Subordinated promissory note, net | 4,484,500 | |
Equity: | ||
Issuance of preferred stock and warrants for subscriptions receivable | 4,160,686 | |
Additional Paid in Capital – common shares and warrants issued | 87,500 | 430,173 |
Common stock used for business combinations: | ||
Common shares | 1,115 | |
Additional paid in capital | 4,711,385 | |
Leases: | ||
Operating lease, ROU assets and liabilities | $ 373,916 | $ 3,325,558 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Oct. 26, 2020 | Oct. 23, 2020 | Nov. 20, 2020 |
Subsequent Events (Details) [Line Items] | |||
Sale of stock, description of transaction | the Company completed a distribution of Goedeker. The common shareholders of the Company received an aggregate of 2,660,007 shares of the common stock of Goedeker, which were distributed on a pro rata basis at a ratio of 0.710467618568632 shares of Goedeker’s common stock for each common share of the Company held on the record date, and the Manager, the manager of the Company and the sole holder of its allocation shares, received 664,993 shares of the common stock of Goedeker, which it then distributed to its members. As a result of this distribution, Goedeker is no longer a majority-owned subsidiary of the Company. The distribution therefore resulted in the disposition of the business and assets of Goedeker. | ||
Sold an aggregate of units | 442,443 | ||
Aggregate purchase price | $ 840,640 | ||
Minimum adjusted price per share | $ 0.0075 |