Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
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 | 4,995,232 | |
Amendment Flag | false | |
Entity Central Index Key | 0001599407 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56128 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 38-3922937 | |
Entity Address, Address Line One | 590 Madison Avenue | |
Entity Address, Address Line Two | 21st Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (212) | |
Local Phone Number | 417-9800 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 1,638,924 | $ 1,383,533 |
Investments | 276,691 | 276,429 |
Receivables, net | 3,918,814 | 3,378,996 |
Contract assets | 69,735 | 88,466 |
Inventories, net | 5,805,494 | 5,427,302 |
Prepaid expenses and other current assets | 270,537 | 582,048 |
Total Current Assets | 11,980,195 | 11,136,774 |
Property and equipment, net | 1,920,967 | 1,695,311 |
Operating lease right-of-use assets | 3,094,573 | 3,192,604 |
Goodwill | 19,452,270 | 19,452,270 |
Intangible assets, net | 11,079,205 | 11,443,897 |
Other long-term assets | 85,691 | 85,691 |
TOTAL ASSETS | 47,612,901 | 47,006,547 |
Current Liabilities | ||
Accounts payable and accrued expenses | 5,911,576 | 4,818,672 |
Contract liabilities | 1,696,449 | 2,547,903 |
Customer deposits | 3,677,543 | 3,465,259 |
Due to related parties | 193,762 | 193,762 |
Current portion of operating lease liabilities | 595,039 | 613,696 |
Current portion of finance lease liabilities | 143,865 | 100,652 |
Current portion of notes payable, net | 686,285 | 692,522 |
Total Current Liabilities | 12,904,519 | 12,432,466 |
Operating lease liabilities, net of current portion | 2,542,790 | 2,607,862 |
Finance lease liabilities, net of current portion | 698,409 | 455,905 |
Notes payable, net of current portion | 222,399 | 251,401 |
Convertible notes payable, net of current portion | 26,880,029 | 26,630,655 |
Contingent note payable, net of current portion | 1,001,183 | 1,001,183 |
Deferred tax liability, net | 1,981,000 | 2,070,000 |
TOTAL LIABILITIES | 46,230,329 | 45,449,472 |
Mezzanine Equity | ||
Series A senior convertible preferred shares, 4,450,460 shares designated; 1,684,849 and 1,818,182 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1,415,100 | 1,655,404 |
Series B senior convertible preferred shares, 583,334 shares designated; 426,999 and zero shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1,113,650 | |
TOTAL MEZZANINE EQUITY | 2,528,750 | 1,655,404 |
Shareholders’ Deficit | ||
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 1,000 | 1,000 |
Common shares, $0.001 par value, 500,000,000 shares authorized; 4,995,232 and 4,842,851 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 4,995 | 4,843 |
Distribution receivable | (2,000,000) | (2,000,000) |
Additional paid-in capital | 21,983,594 | 21,719,410 |
Accumulated deficit | (22,012,401) | (20,754,394) |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ DEFICIT | (2,022,812) | (1,029,141) |
NON-CONTROLLING INTERESTS | 876,634 | 930,812 |
TOTAL SHAREHOLDERS’ DEFICIT | (1,146,178) | (98,329) |
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | $ 47,612,901 | $ 47,006,547 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Allocation shares, shares outstanding | 1,000 | 1,000 |
Common shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 4,995,232 | 4,842,851 |
Common shares, shares outstanding | 4,995,232 | 4,842,851 |
Series A Senior Convertible Preferred Shares | ||
Senior convertible preferred shares, shares designated | 4,450,460 | 4,450,460 |
Senior convertible preferred shares, shares issued | 1,684,849 | 1,818,182 |
Senior convertible preferred shares, shares outstanding | 1,684,849 | 1,818,182 |
Series B Senior Convertible Preferred Shares | ||
Senior convertible preferred shares, shares designated | 583,334 | 583,334 |
Senior convertible preferred shares, shares issued | 426,999 | 0 |
Senior convertible preferred shares, shares outstanding | 426,999 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 12,073,878 | $ 4,780,275 |
Operating Expenses | ||
Cost of sales | 7,749,130 | 3,260,682 |
Personnel | 1,577,700 | 484,672 |
Depreciation and amortization | 511,371 | 122,106 |
General and administrative | 2,166,207 | 1,324,196 |
Total Operating Expenses | 12,004,408 | 5,191,656 |
INCOME (LOSS) FROM OPERATIONS | 69,470 | (411,381) |
Other Income (Expenses) | ||
Other income | 318 | |
Interest expense | (906,743) | (45,121) |
Gain on forgiveness of debt | 360,302 | |
Gain on disposal of property and equipment | 32,747 | |
Loss on adjustment shares | (757,792) | |
Total Other Income (Expenses) | (873,678) | (442,611) |
NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (804,208) | (853,992) |
INCOME TAX EXPENSE ON CONTINUING OPERATIONS | (123,000) | |
NET LOSS FROM CONTINUING OPERATIONS | (927,208) | (853,992) |
NET INCOME FROM DISCONTINUED OPERATIONS | 178,510 | |
NET INCOME FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 80,329 | |
NET INCOME FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS COMMON SHAREHOLDERS | 98,181 | |
NET LOSS | (927,208) | (755,811) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (54,178) | (25,370) |
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS | (873,030) | (730,441) |
PREFERRED SHARE DIVIDENDS | (135,215) | (188,709) |
DEEMED DIVIDEND RELATED TO ISSUANCE OF PREFERRED SHARES | (1,527,086) | |
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS COMMON SHAREHOLDERS | $ (1,008,245) | $ (2,446,236) |
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO 1847 HOLDINGS COMMON SHAREHOLDERS | ||
LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS – BASIC AND DILUTED (in Dollars per share) | $ (0.21) | $ (0.19) |
EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS – BASIC AND DILUTED (in Dollars per share) | 0.02 | |
LOSS PER COMMON SHARE – BASIC AND DILUTED (in Dollars per share) | $ (0.21) | $ (0.55) |
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED (in Shares) | 4,915,655 | 4,466,171 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Mezzanine Equity and Shareholders’ Deficit (Unaudited) - USD ($) | Series A Senior ConvertiblePreferred Shares | Series B Senior ConvertiblePreferred Shares | Allocation Shares | Common Shares | Distribution Receivable | Additional Paid-In Capital | Accumulated Deficit | Non- Controlling Interests | Total |
Balance at Dec. 31, 2020 | $ 2,971,427 | $ 1,000 | $ 4,444 | $ (2,000,000) | $ 17,005,491 | $ (13,856,973) | $ (879,239) | $ 274,723 | |
Balance (in Shares) at Dec. 31, 2020 | 2,633,278 | 4,444,013 | |||||||
Issuance of series A senior convertible preferred shares and warrants | $ 1,527,086 | 3,000,000 | (1,527,086) | 1,472,914 | |||||
Issuance of series A senior convertible preferred shares and warrants (in Shares) | 1,818,182 | ||||||||
Issuance of common adjustment shares | $ 399 | 757,393 | 757,792 | ||||||
Issuance of common adjustment shares (in Shares) | 398,838 | ||||||||
Dividends - series A senior convertible preferred shares | 11,759 | (188,709) | (188,709) | ||||||
Net loss | (730,441) | 54,959 | (675,482) | ||||||
Balance at Mar. 31, 2021 | $ 4,510,272 | 1,000 | $ 4,843 | (2,000,000) | 20,762,884 | (16,303,209) | (824,280) | 1,641,238 | |
Balance (in Shares) at Mar. 31, 2021 | 4,451,460 | 4,842,851 | |||||||
Balance at Dec. 31, 2021 | $ 1,655,404 | 1,000 | $ 4,843 | (2,000,000) | 21,719,410 | (20,754,394) | 930,812 | (98,329) | |
Balance (in Shares) at Dec. 31, 2021 | 1,818,182 | 4,842,851 | |||||||
Issuance of common shares upon conversion of series A preferred shares | $ (111,986) | $ 152 | 111,834 | 111,986 | |||||
Issuance of common shares upon conversion of series A preferred shares (in Shares) | (133,333) | 152,381 | |||||||
Issuance of series B convertible preferred shares and warrants | $ 1,113,650 | 152,350 | 152,350 | ||||||
Issuance of series B convertible preferred shares and warrants (in Shares) | 426,999 | ||||||||
Dividends - common shares | (249,762) | (249,762) | |||||||
Dividends - series A senior convertible preferred shares | (128,318) | (121,455) | (121,455) | ||||||
Dividends - series B senior convertible preferred shares | (13,760) | (13,760) | |||||||
Net loss | (873,030) | (54,178) | (927,208) | ||||||
Balance at Mar. 31, 2022 | $ 1,415,100 | $ 1,113,650 | $ 1,000 | $ 4,995 | $ (2,000,000) | $ 21,983,594 | $ (22,012,401) | $ 876,634 | $ (1,146,178) |
Balance (in Shares) at Mar. 31, 2022 | 1,684,849 | 426,999 | 4,995,232 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (927,208) | $ (755,811) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Income from discontinued operations | (98,181) | |
Gain on forgiveness of debt | (360,302) | |
Gain on disposal of property and equipment | (32,747) | |
Loss on redemption of series A senior convertible preferred shares | 757,792 | |
Deferred tax asset (liability) | (89,000) | |
Depreciation and amortization | 511,371 | 122,106 |
Amortization of debt discounts | 249,374 | |
Amortization of right-of-use assets | 98,031 | 16,928 |
Changes in operating assets and liabilities: | ||
Receivables | (539,818) | (124,065) |
Contract assets | 18,731 | |
Inventories | (378,192) | (115,545) |
Prepaid expenses and other current assets | 311,511 | (62,071) |
Accounts payable and accrued expenses | 964,586 | 65,969 |
Contract liabilities | (851,454) | (122,247) |
Customer deposits | 212,284 | 328,580 |
Due to related parties | 1,785 | |
Operating lease liabilities | (83,729) | (15,657) |
Net cash used in operating activities from continuing operations | (536,260) | (360,719) |
Net cash used in operating activities from discontinued operations | (123,086) | |
Net cash used in operating activities | (536,260) | (483,805) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash acquired in acquisitions | 1,094,524 | |
Purchases of property and equipment | (66,291) | (148,820) |
Proceeds from disposal of property and equipment | 35,498 | |
Investments in certificates of deposit | (262) | |
Net cash (used in) provided by investing activities from continuing operations | (31,055) | 945,704 |
Net cash provided by investing activities from discontinued operations | 534,343 | |
Net cash (used in) provided by investing activities | (31,055) | 1,480,047 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 123,405 | |
Net proceeds from issuance of series A senior convertible preferred shares | 3,000,000 | |
Net proceeds from issuance of series B senior convertible preferred shares | 1,266,000 | |
Proceeds from line of credit | 569,395 | |
Repayments of notes payable and finance lease liabilities | (58,317) | (143,432) |
Repayments to sellers | (3,033,630) | |
Cash paid for financing costs | (165,229) | |
Dividends on series A senior convertible preferred shares | (121,455) | (176,950) |
Dividends on series B senior convertible preferred shares | (13,760) | |
Dividends on common shares | (249,762) | |
Net cash provided by financing activities from continuing operations | 822,706 | 173,559 |
Net cash used in financing activities from discontinued operations | (119,197) | |
Net cash provided by financing activities | 822,706 | 54,362 |
NET CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS | 255,391 | 758,544 |
NET CHANGE IN CASH AND CASH EQUIVALENT FROM DISCONTINUED OPERATIONS | 292,060 | |
CASH AND CASH EQUIVALENTS AVAILABLE FROM DISCONTINUED OPERATIONS | (292,060) | |
CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS | ||
Beginning of the period | 1,383,533 | 1,380,349 |
End of the period | 1,638,924 | 2,138,893 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 484,360 | |
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Issuance of common shares upon conversion of series A preferred shares | 111,986 | |
Financed purchases of property and equipment | $ 316,798 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 1—BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of 1847 Holdings LLC (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The December 31, 2021 consolidated balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2022. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. Reclassifications Certain reclassifications within property and equipment, notes payable, and preferred shares have been made to prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of operations and cash flows in all periods presented. Sequencing Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest maturity date of potentially dilutive instruments first, with the earliest maturity date of grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. |
Recent Accounting Pronoucements
Recent Accounting Pronoucements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUCEMENTS | NOTE 2—RECENT ACCOUNTING PRONOUCEMENTS The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019. This pronouncement was amended under ASU 2019-10 to allow an extension on the adoption date for entities that qualify as a small reporting company. The Company has elected this extension and the effective date for the Company to adopt this standard will be for fiscal years beginning after December 15, 2022. The Company has not completed its assessment of the standard but does not expect the adoption to have a material impact on our condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 Accounting for Convertible Instruments and Contracts In An Entity’s Own Equity. ASU 2020-06 simplifies the accounting for certain convertible instruments by removing the separation models for convertible debt with a cash conversion feature and for convertible instruments with a beneficial conversion feature. As a result, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, ASU 2020-06 amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The treasury stock method is no longer available. Entities may adopt the ASU 2020-06 using either a full or modified retrospective approach, and it is effective for interim and annual reporting periods beginning after December 15, 2021. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2020. The Company adopted this guidance on January 1, 2022. In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU amends ASC 805 to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations. The ASU is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. This ASU should be applied prospectively to acquisitions occurring on or after the effective date of December 15, 2022, and early adoption is permitted. The Company adopted this guidance on January 1, 2022. The adoption of this standard does not have a material impact on our condensed consolidated financial statements. |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN ASSESSMENT | NOTE 3—LIQUIDITY AND GOING CONCERN ASSESSMENT Management assesses liquidity and going concern uncertainty in the Company’s condensed consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. As of March 31, 2022, we had cash and cash equivalents of $1,638,924. For the three months ended March 31, 2022, the Company incurred operating income of $69,470 (before deducting losses attributable to non-controlling interests), cash flows used in operations of $536,260, and negative working capital of $924,324. The Company has generated operating losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party and related party debt to support cashflow from operations. Management has prepared estimates of operations for fiscal year 2022 and 2023 believes that sufficient funds will be generated from operations to fund its operations and to service its debt obligations for one year from the date of the filing of these condensed consolidated financial statements, which indicate improved operations and the Company’s ability to continue operations as a going concern. The impact of COVID-19 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. The accompanying condensed consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts for one year from the date of the filing of these condensed consolidated financial statements. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period. |
Disaggregation of Revenues and
Disaggregation of Revenues and Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
DISAGGREGATION OF REVENUES AND SEGMENT REPORTING | NOTE 4—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING The Company has three reportable segments: The Retail and Appliances Segment provides a wide variety of appliance products (laundry, refrigeration, cooking, dishwashers, outdoor, accessories, parts, and other appliance related products) and services (delivery, installation, service and repair, extended warranties, and financing). The Construction Segment provides finished carpentry products and services (door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, fireplace mantles, windows, and custom design and build of cabinetry and countertops). The Automotive Supplies Segment provides horn and safety products (electric, air, truck, marine, motorcycle, and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below and these include costs associated with executive management, financing activities and public company compliance. The Company’s revenues for the three months ended March 31, 2022 and 2021 are disaggregated as follows: Three Months Ended March 31, 2022 Retail and Construction Automotive Total Revenues Appliances $ 2,204,625 $ - $ - $ 2,204,625 Appliance accessories, parts, and other 316,159 - - 316,159 Automotive horns - - 1,199,856 1,199,856 Automotive lighting - - 442,135 442,135 Custom cabinets and countertops - 4,167,801 - 4,167,801 Finished carpentry - 3,743,302 - 3,743,302 Total Revenues $ 2,520,784 $ 7,911,103 $ 1,641,991 $ 12,073,878 Three Months Ended March 31, 2021 Retail and Construction Automotive Total Revenues Appliances $ 2,899,361 $ - $ - $ 2,899,361 Appliance accessories, parts, and other 365,005 - - 365,005 Automotive horns - - - - Automotive lighting - - - - Custom cabinets and countertops - 1,515,909 - 1,515,909 Finished carpentry - - - - Total Revenues $ 3,264,366 $ 1,515,909 $ - $ 4,780,275 Segment information for the three months ended March 31, 2022 and 2021 is as follows: Three Months Ended March 31, 2022 Retail and Construction Automotive Corporate Total Revenues $ 2,520,784 $ 7,911,103 $ 1,641,991 $ - $ 12,073,878 Operating expenses - Cost of sales 1,871,450 4,879,591 998,089 - 7,749,130 Personnel 230,388 1,134,210 300,328 (87,226 ) 1,577,700 Depreciation and amortization 79,797 379,704 51,870 - 511,371 General and administrative 449,494 1,116,558 386,781 213,374 2,166,207 Total Operating Expenses 2,631,129 7,510,063 1,737,068 126,148 12,004,408 Income (Loss) from Operations $ (110,345 ) $ 401,040 $ (95,077 ) $ (126,148 ) $ 69,470 Three Months Ended March 31, 2021 Retail and Construction Automotive Corporate Total Revenues $ 3,264,366 $ 1,515,909 $ - $ - $ 4,780,275 Operating expenses - - Cost of sales 2,506,652 754,030 - - 3,260,682 Personnel 253,083 231,589 - - 484,672 Depreciation and amortization 44,675 77,431 - - 122,106 General and administrative 434,587 215,311 598,295 76,003 1,324,196 Total Operating Expenses 3,238,997 1,278,361 598,295 76,003 5,191,656 Income (Loss) from Operations $ 25,369 $ 237,548 $ (598,295 ) $ (76,003 ) $ (411,381 ) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5—PROPERTY AND EQUIPMENT Property and equipment at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Equipment and machinery $ 1,127,897 $ 808,592 Office furniture and equipment 107,903 105,203 Transportation equipment 901,426 864,121 Leasehold improvements 123,651 112,356 Total property and equipment 2,260,877 1,890,272 Less: Accumulated depreciation (339,910 ) (194,961 ) Property and equipment, net $ 1,920,967 $ 1,695,311 Depreciation expense for the three months ended March 31, 2022 and 2021 was $146,679 and $24,309, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6—INTANGIBLE ASSETS Intangible assets at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Customer relationships $ 5,791,000 $ 5,791,000 Marketing related 5,917,000 5,917,000 Technology related 623,000 623,000 Total intangible assets 12,331,000 12,331,000 Less: accumulated amortization (1,251,795 ) (887,103 ) Intangible assets, net $ 11,079,205 $ 11,443,897 Amortization expense for the three months ended March 31, 2022 and 2021 was $364,692 and $97,797, respectively. Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2022: Year Ending December 31, Amount 2022 – remaining $ 1,094,088 2023 1,458,780 2024 1,458,750 2025 1,325,745 2026 1,157,523 Thereafter 4,584,319 Total $ 11,079,205 |
Selected Account Information
Selected Account Information | 3 Months Ended |
Mar. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED ACCOUNT INFORMATION | NOTE 7—SELECTED ACCOUNT INFORMATION Receivables at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Trade accounts receivable $ 3,235,644 $ 2,691,702 Vendor rebates receivable 12,194 126,118 Credit card payments in process of settlement - 116,187 Retainage 1,029,976 803,989 Total receivables 4,277,814 3,737,996 Allowance for doubtful accounts (359,000 ) (359,000 ) Accounts receivable, net $ 3,918,814 $ 3,378,996 Inventories at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Appliances $ 2,554,539 $ 2,206,336 Automotive 1,824,260 2,064,834 Construction 1,814,543 1,543,980 Total inventories 6,193,342 5,815,150 Less reserve for obsolescence (387,848 ) (387,848 ) Total inventories, net $ 5,805,494 $ 5,427,302 Inventory balances are composed of finished goods. Raw materials and work in process inventory are immaterial to the condensed consolidated financial statements. Accounts payable and accrued expenses at March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, Trade accounts payable $ 3,810,165 $ 3,117,825 Credit cards payable 80,536 52,300 Accrued payroll liabilities 397,717 263,590 Accrued interest 853,402 711,258 Accrued dividends 384,977 242,160 Other accrued liabilities 384,779 431,539 Total accounts payable and accrued expenses $ 5,911,576 $ 4,818,672 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 8—LEASES Operating Leases The following was included in our condensed consolidated balance sheet at March 31, 2022 and December 31, 2021: March 31, December 31, Operating lease right-of-use assets $ 3,094,573 $ 3,192,604 Lease liabilities, current portion 595,039 613,696 Lease liabilities, long-term 2,542,790 2,607,862 Total operating lease liabilities $ 3,137,829 $ 3,221,558 Weighted-average remaining lease term (months) 54 59 Weighted average discount rate 4.29 % 4.29 % Operating lease expense was expense was $235,438 and $85,924 for the three months ended March 31, 2022 and March 31, 2021, respectively. As of March 31, 2022, maturities of operating lease liabilities were as follows: Year Ending December 31, Amount 2022 – remaining $ 524,519 2023 738,690 2024 753,868 2025 747,860 2026 495,994 Thereafter 212,580 Total 3,473,511 Less: imputed interest (335,682 ) Total operating lease liabilities $ 3,137,829 Finance Leases During the period ending March 31, 2022, the Company entered in an equipment financing lease to purchase machinery and equipment totaling $316,798, maturing in January 2028. As of March 31, 2022, maturities of finance lease liabilities were as follows: Year Ending December 31, Amount 2022 – remaining $ 137,882 2023 184,711 2024 168,254 2025 161,487 2026 161,487 Thereafter 166,688 Total payments 980,509 Less: amount representing interest (138,235 ) Present value of minimum finance lease payments $ 842,274 As of March 31, 2022, the weighted-average remaining lease term for all finance leases is 5.50 years. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
ACQUISITIONS | NOTE 9—ACQUISITIONS On March 30, 2021, the Company acquired 100% of the outstanding capital stock of Wolo Mfg. Corp and Wolo Industrial Horn & Signal, Inc. (“Wolo”) for an aggregate purchase price of $8,344,056. Wolo contributed revenue of $1,661,754 and net loss from continuing operations of $325,417, which are included in our condensed consolidated statements of operations for the three months ended March 31, 2022. On October 8, 2021, the Company acquired 100% of the outstanding capital stock of High Mountain Door & Trim, Inc. (“High Mountain”) and Sierra Homes, LLC (“Sierra Homes”) for an aggregate purchase price of $15,441,173. High Mountain and Sierra Homes contributed revenue of $6,249,349 and net loss from continuing operations of $271,647, which are included in our condensed consolidated statements of operations for the three months ended March 31, 2022. Pro Forma Information The following unaudited pro forma results presented below include the effects of the Wolo, High Mountain and Sierra Homes acquisitions as if they had been consummated as of January 1, 2021, with adjustments to give effect to pro forma events that are directly attributable to the acquisitions. March 31, March 31, 2022 2021 Revenues $ 12,073,878 $ 13,373,918 Net income (loss) (927,208 ) 317,547 Net loss attributable to 1847 Holdings common shareholders’ (1,008,245 ) (1,398,248 ) Loss per share attributable to 1847 Holdings common shareholders’: Basic and diluted $ (0.21 ) $ (0.29 ) These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 10—RELATED PARTIES Management Services Agreement On April 15, 2013, the Company and 1847 Partners LLC (the “Manager”) entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% of its adjusted net assets for services performed (the “Parent Management Fee”). The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) Parent Management Fees received by (or owed to) the Manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid Parent Management Fees. The Company expensed $0 in Parent Management Fees for the three months ended March 31, 2022 and 2021. Offsetting Management Services Agreements The Company’s subsidiary 1847 Asien Inc. (“1847 Asien”) entered into an offsetting management services agreement with the Manager on May 28, 2020, the Company’s subsidiary 1847 Cabinet Inc. (“1847 Cabinet”) entered into an offsetting management services agreement with the Manager on August 21, 2020 (which was amended and restated on October 8, 2021) and the Company’s subsidiary 1847 Wolo Inc. (“1847 Wolo”) entered into an offsetting management services agreement with the Manager on March 30, 2021. Pursuant to the offsetting management services agreements, 1847 Asien appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement), 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement), which was increased to $125,000 or 2% of adjusted net assets on October 8, 2021, and 1847 Wolo appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, in each case that if the aggregate amount of management fees paid or to be paid by such entities, together with all other management fees paid or to be paid to the Manager under other offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of our gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements. 1847 Asien expensed management fees of $75,000 and $75,000 for the three months ended March 31, 2022 and 2021, respectively. 1847 Cabinet expensed management fees of $125,000 and $75,000 for the three months ended March 31, 2022 and 2021, respectively. 1847 Wolo expensed management fees of $75,000 and $0 for the three months ended March 31, 2022 and 2021, respectively. On a consolidated basis, the Company expensed total management fees of $275,000 and $260,000 for the three months ended March 31, 2022 and 2021, respectively. Advances From time to time, the Company has received advances from its chief executive officer to meet short-term working capital needs. As of March 31, 2022 and December 31, 2021, a total of $118,834 in advances from related parties are outstanding. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. As of March 31, 2022 and December 31, 2021, the Manager has funded the Company $74,928 and $74,928 in related party advances, respectively. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. Building Lease On September 1, 2020, Kyle’s entered into an industrial lease agreement with Stephen Mallatt, Jr. and Rita Mallatt, who are officers of Kyle’s and principal shareholders of the Company. The lease is for a term of five years, with an option for a renewal term of five years, and provides for a base rent of $7,000 per month for the first 12 months, which will increase to $7,210 for months 13-16 and to $7,426 for months 37-60. In addition, Kyle’s is responsible for all taxes, insurance and certain operating costs during the lease term. The total rent expense under this related party leases was $21,776 for the three months ended March 31, 2022. |
Mezzanine Equity
Mezzanine Equity | 3 Months Ended |
Mar. 31, 2022 | |
Mezzanine Equity [Abstract] | |
MEZZANINE EQUITY | NOTE 11—MEZZANINE EQUITY Series A Senior Convertible Preferred Shares On September 30, 2020, the Company executed a share designation, which was amended on November 20, 2020, March 26, 2021 and September 29, 2021, to designate 4,450,460 of its shares as series A senior convertible preferred shares. Following is a description of the rights of the series A senior convertible preferred shares. Ranking. Dividend Rights. Liquidation Rights. Voting Rights Conversion Rights Redemption Rights On October 12, 2021, the Company redeemed 2,632,278 series A senior convertible preferred shares for a total redemption price, including dividends through such date, of $6,395,645. 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 Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $0.0075. In addition, if any legislation or rules are adopted whereby the holding period of securities for purposes of Rule 144 of the Securities Act of 1933, as amended, for convertible securities that convert at market-adjusted rates is increased resulting in a longer holding period for convertible securities like the series A senior convertible preferred shares and the unavailability at the time of conversion of Rule 144, the pricing provisions that are based upon the lowest VWAP of the previous ten (10) trading days immediately preceding the relevant adjustment date shall be removed unless the common shares issuable upon conversion are then registered under an effective registration statement. Additional Equity Interest. As of March 31, 2022 and December 31, 2021, the Company had 1,684,849 and 1,818,182 series A senior convertible preferred shares issued and outstanding, respectively. During the three months ended March 31, 2022, the Company accrued dividends attributable to the series A senior convertible preferred shares in the amount of $121,455 and paid prior period accrued dividends of $128,318. On February 16, 2022, 133,333 shares of series A senior convertible preferred shares were converted into 152,381 common shares. Series B Senior Convertible Preferred Shares On February 17, 2022, the Company executed a share designation to designate 583,334 of its shares as series B senior convertible preferred shares. Following is a description of the rights of the series B senior convertible preferred shares. Ranking. Dividend Rights Liquidation Rights. Voting Rights Conversion Rights Redemption Rights Adjustments On the first day of the 12 th the issuance of the first On the first day of the 24th month following the issuance of the first series B senior convertible preferred share, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. On the first day of the 36th month following the issuance of the first series B senior convertible preferred share, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $0.0075 per share (subject to adjustment for splits or dividends of the common shares). In addition, if any legislation or rules are adopted whereby the holding period of securities for purposes of Rule 144 of the Securities Act of 1933, as amended, for convertible securities that convert at market-adjusted rates is increased resulting in a longer holding period for convertible securities like the series B senior convertible preferred shares and the unavailability at the time of conversion of Rule 144, the pricing provisions that are based upon the lowest VWAP of the previous ten (10) trading days immediately preceding the relevant adjustment date shall be removed unless the common shares issuable upon conversion are then registered under an effective registration statement. On February 24, 2022, the Company sold an aggregate of 320,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $961,000. On March 24, 2022, the Company sold an additional 106,666 units for aggregate gross proceeds of approximately $320,000. The Company had issuance costs relating to the offering of approximately $15,000, resulting in net proceeds of $1,266,000. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $3.00 per common share (subject to adjustment), which may be exercised on a cashless basis under certain circumstances. The embedded conversion options of the series B senior convertible preferred shares and warrants were clearly and closely related to the equity host and did not require bifurcation. The $1,266,000 of net proceeds were allocated on a relative fair value basis of $1,113,650 to the series B preferred shares and $152,350 to the warrants. The series B preferred shares fair value was derived using an Option Pricing Method and the warrants fair value was derived using a Monte Carlo Simulation Model. As of March 31, 2022 and December 31, 2021, the Company had 426,999 and 0 series B senior convertible preferred shares issued and outstanding, respectively. During the three months ended March 31, 2022, the Company accrued dividends attributable to the series B senior convertible preferred shares in the amount of $13,760. Mezzanine Equity Classification We applied the guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”), in order to determine the appropriate classification for both the series A senior convertible preferred shares and the series B senior convertible preferred shares. ASC 480 requires equity instruments to be evaluated on an ongoing basis for mezzanine equity (temporary equity) vs permanent equity classification. As a result of the maximum number of common shares that may be issuable (upon conversion of the preferred securities) exceeded the number of authorized but unissued common shares available, temporary equity classification is required. As of March 31, 2022 and December 31, 2021, there were 1,684,849 and 1,818,182 series A senior convertible preferred shares presented in mezzanine equity, respectively. As of March 31, 2022 and December 31, 2021, there were 426,999 and 0 series B senior convertible preferred shares presented in mezzanine equity, respectively. |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 12—SHAREHOLDERS’ DEFICIT Common Shares As of March 31, 2022, the Company was authorized to issue 500,000,000 common shares. As of March 31, 2022 and December 31, 2021, the Company had 4,995,232 and 4,842,851 common shares issued and outstanding, respectively. On February 16, 2022, the Company issued 152,851 common shares upon the conversion of 133,333 series A senior convertible preferred shares. On March 23, 2022, the Company declared a common share dividend of $0.05 per share, or $249,762, to shareholders of record as of March 31, 2022. This dividend was paid on April 15, 2022. Warrants On February 24, 2022, the Company sold an aggregate of 320,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $961,000. On March 24, 2022, the Company sold an additional 106,666 units for aggregate gross proceeds of $320,000. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $3.00 per common share (subject to adjustment). Accordingly, a portion of the proceeds were allocated to the warrant based on its relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 51.81%; (iii) weighted average risk-free interest rate of 0.31%; (iv) expected life of three years; (v) estimated fair value of the common shares of $1.94 per share; and (vi) various probability assumptions related to redemption, calls and price resets. The fair value of the warrants was $379,533 or $0.89 per warrant, resulting in the amount allocated to the warrants, based on their relative fair of $152,350, which was recorded as additional paid in capital. The warrants allow the holder to purchase one (1) common share at an exercise price of $3.00 per common share (subject to adjustment including upon any future equity offering with a lower exercise price), which may be exercised on a cashless basis under certain circumstances. The Company may force the exercise of the warrants at any time after the one year anniversary of the date of the warrants, if (i) the Company is listed on a national securities exchange or the over-the-counter market, (ii) the underlying common shares are registered or the holder of the warrant otherwise has the ability to trade the underlying common shares without restriction, (iii) the 30-day volume-weighted daily average price of the common shares exceeds 200% of the exercise price, as adjusted, and (iv) the average daily trading volume is at least 100,000 common shares during such 30-day period. The Company may redeem the warrants held by any holder in whole (but not in part) by paying in cash to such holder as follows: (i) $0.50 per share then underlying the warrant if within the first twelve (12) months of issuance; (ii) $1.00 per share then underlying the warrant if after the first twelve (12) months, but before twenty-four (24) months of issuance; and (iii) $1.50 per share then underlying the warrant if after twenty-four months, but before thirty-six (36) months. Below is a table summarizing the changes in warrants outstanding during the three months ended March 31, 2022: Warrants Weighted- Outstanding at December 31, 2021 5,200,460 $ 2.38 Granted 426,999 3.00 Exercised - - Forfeited - - Outstanding at March 31, 2022 5,627,459 $ 2.43 Exercisable at March 31, 2022 5,627,459 $ 2.43 As of March 31, 2022, the outstanding warrants have a weighted average remaining contractual life of 2.17 years and a total intrinsic value of $497,500. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 13—LOSS PER SHARE The computation of weighted average shares outstanding and the basic and diluted loss per common share attributable to 1847 Holdings common shareholders for the three months ended March 31, 2022 consisted of the following: Basic and Diluted Loss Per Share March 31, Net loss per common share attributable to 1847 Holdings common shareholders’ $ (1,008,245 ) Weighted average common shares outstanding 4,915,655 Basic and diluted loss per share $ (0.21 ) For the three months ended March 31, 2022, there were 20,871,528 potential common share equivalents from warrants, convertible debt, and series A and B convertible preferred shares were excluded from the diluted EPS calculations as their effect is anti-dilutive. For the three months ended March 31, 2021, there were 4,450,460 potential common share equivalents from warrants, convertible debt, and series A convertible preferred shares were excluded from the diluted EPS calculations as their effect is anti-dilutive. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14—SUBSEQUENT EVENTS On April 20, 2022, the Company entered into a securities purchase agreement with Ellery W. Roberts, our Chief Executive Officer, pursuant to which the Company sold 28,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $85,000. On May 12, 2022, the Company sold an additional 16,667 units to Mr. Roberts for aggregate gross proceeds of $50,000. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $3.00 per share (subject to adjustment), which may be exercised on a cashless basis under certain circumstances. |
Disaggregation of Revenues an_2
Disaggregation of Revenues and Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of revenues | Three Months Ended March 31, 2022 Retail and Construction Automotive Total Revenues Appliances $ 2,204,625 $ - $ - $ 2,204,625 Appliance accessories, parts, and other 316,159 - - 316,159 Automotive horns - - 1,199,856 1,199,856 Automotive lighting - - 442,135 442,135 Custom cabinets and countertops - 4,167,801 - 4,167,801 Finished carpentry - 3,743,302 - 3,743,302 Total Revenues $ 2,520,784 $ 7,911,103 $ 1,641,991 $ 12,073,878 Three Months Ended March 31, 2021 Retail and Construction Automotive Total Revenues Appliances $ 2,899,361 $ - $ - $ 2,899,361 Appliance accessories, parts, and other 365,005 - - 365,005 Automotive horns - - - - Automotive lighting - - - - Custom cabinets and countertops - 1,515,909 - 1,515,909 Finished carpentry - - - - Total Revenues $ 3,264,366 $ 1,515,909 $ - $ 4,780,275 |
Schedule of Schedule of segment informationrevenues | Three Months Ended March 31, 2022 Retail and Construction Automotive Corporate Total Revenues $ 2,520,784 $ 7,911,103 $ 1,641,991 $ - $ 12,073,878 Operating expenses - Cost of sales 1,871,450 4,879,591 998,089 - 7,749,130 Personnel 230,388 1,134,210 300,328 (87,226 ) 1,577,700 Depreciation and amortization 79,797 379,704 51,870 - 511,371 General and administrative 449,494 1,116,558 386,781 213,374 2,166,207 Total Operating Expenses 2,631,129 7,510,063 1,737,068 126,148 12,004,408 Income (Loss) from Operations $ (110,345 ) $ 401,040 $ (95,077 ) $ (126,148 ) $ 69,470 Three Months Ended March 31, 2021 Retail and Construction Automotive Corporate Total Revenues $ 3,264,366 $ 1,515,909 $ - $ - $ 4,780,275 Operating expenses - - Cost of sales 2,506,652 754,030 - - 3,260,682 Personnel 253,083 231,589 - - 484,672 Depreciation and amortization 44,675 77,431 - - 122,106 General and administrative 434,587 215,311 598,295 76,003 1,324,196 Total Operating Expenses 3,238,997 1,278,361 598,295 76,003 5,191,656 Income (Loss) from Operations $ 25,369 $ 237,548 $ (598,295 ) $ (76,003 ) $ (411,381 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | March 31, December 31, Equipment and machinery $ 1,127,897 $ 808,592 Office furniture and equipment 107,903 105,203 Transportation equipment 901,426 864,121 Leasehold improvements 123,651 112,356 Total property and equipment 2,260,877 1,890,272 Less: Accumulated depreciation (339,910 ) (194,961 ) Property and equipment, net $ 1,920,967 $ 1,695,311 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | March 31, December 31, Customer relationships $ 5,791,000 $ 5,791,000 Marketing related 5,917,000 5,917,000 Technology related 623,000 623,000 Total intangible assets 12,331,000 12,331,000 Less: accumulated amortization (1,251,795 ) (887,103 ) Intangible assets, net $ 11,079,205 $ 11,443,897 |
Schedule of estimated amortization expense for intangible assets | Year Ending December 31, Amount 2022 – remaining $ 1,094,088 2023 1,458,780 2024 1,458,750 2025 1,325,745 2026 1,157,523 Thereafter 4,584,319 Total $ 11,079,205 |
Selected Account Information (T
Selected Account Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedules of receivables | March 31, December 31, Trade accounts receivable $ 3,235,644 $ 2,691,702 Vendor rebates receivable 12,194 126,118 Credit card payments in process of settlement - 116,187 Retainage 1,029,976 803,989 Total receivables 4,277,814 3,737,996 Allowance for doubtful accounts (359,000 ) (359,000 ) Accounts receivable, net $ 3,918,814 $ 3,378,996 |
Schedules of inventories | March 31, December 31, Appliances $ 2,554,539 $ 2,206,336 Automotive 1,824,260 2,064,834 Construction 1,814,543 1,543,980 Total inventories 6,193,342 5,815,150 Less reserve for obsolescence (387,848 ) (387,848 ) Total inventories, net $ 5,805,494 $ 5,427,302 |
Schedules of accounts payable and accrued expenses | March 31, December 31, Trade accounts payable $ 3,810,165 $ 3,117,825 Credit cards payable 80,536 52,300 Accrued payroll liabilities 397,717 263,590 Accrued interest 853,402 711,258 Accrued dividends 384,977 242,160 Other accrued liabilities 384,779 431,539 Total accounts payable and accrued expenses $ 5,911,576 $ 4,818,672 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASESSchedule of condensed consolidated balance sheet | March 31, December 31, Operating lease right-of-use assets $ 3,094,573 $ 3,192,604 Lease liabilities, current portion 595,039 613,696 Lease liabilities, long-term 2,542,790 2,607,862 Total operating lease liabilities $ 3,137,829 $ 3,221,558 Weighted-average remaining lease term (months) 54 59 Weighted average discount rate 4.29 % 4.29 % |
Schedule of maturities of operating lease liabilities | Year Ending December 31, Amount 2022 – remaining $ 524,519 2023 738,690 2024 753,868 2025 747,860 2026 495,994 Thereafter 212,580 Total 3,473,511 Less: imputed interest (335,682 ) Total operating lease liabilities $ 3,137,829 |
Schedule of maturities of finance lease liabilities | Year Ending December 31, Amount 2022 – remaining $ 137,882 2023 184,711 2024 168,254 2025 161,487 2026 161,487 Thereafter 166,688 Total payments 980,509 Less: amount representing interest (138,235 ) Present value of minimum finance lease payments $ 842,274 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of unaudited pro forma results | March 31, March 31, 2022 2021 Revenues $ 12,073,878 $ 13,373,918 Net income (loss) (927,208 ) 317,547 Net loss attributable to 1847 Holdings common shareholders’ (1,008,245 ) (1,398,248 ) Loss per share attributable to 1847 Holdings common shareholders’: Basic and diluted $ (0.21 ) $ (0.29 ) |
Shareholders_ Deficit (Tables)
Shareholders’ Deficit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of changes in warrants outstanding | Warrants Weighted- Outstanding at December 31, 2021 5,200,460 $ 2.38 Granted 426,999 3.00 Exercised - - Forfeited - - Outstanding at March 31, 2022 5,627,459 $ 2.43 Exercisable at March 31, 2022 5,627,459 $ 2.43 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted loss per share | Basic and Diluted Loss Per Share March 31, Net loss per common share attributable to 1847 Holdings common shareholders’ $ (1,008,245 ) Weighted average common shares outstanding 4,915,655 Basic and diluted loss per share $ (0.21 ) |
Liquidity and Going Concern A_2
Liquidity and Going Concern Assessment (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and cash equivalents | $ 1,638,924 |
Incurred operating income | 69,470 |
Cash flows used in operations | 536,260 |
Negative working capital | $ 924,324 |
Disaggregation of Revenues an_3
Disaggregation of Revenues and Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Reportable segments | 3 |
Disaggregation of Revenues an_4
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of revenues - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Appliances | $ 2,204,625 | $ 2,899,361 |
Appliance accessories, parts, and other | 316,159 | 365,005 |
Automotive horns | 1,199,856 | |
Automotive lighting | 442,135 | |
Custom cabinets and countertops | 4,167,801 | 1,515,909 |
Finished carpentry | 3,743,302 | |
Total Revenues | 12,073,878 | 4,780,275 |
Retail and Appliances [Member] | ||
Revenues | ||
Appliances | 2,204,625 | 2,899,361 |
Appliance accessories, parts, and other | 316,159 | 365,005 |
Automotive horns | ||
Automotive lighting | ||
Custom cabinets and countertops | ||
Finished carpentry | ||
Total Revenues | 2,520,784 | 3,264,366 |
Construction [Member] | ||
Revenues | ||
Appliances | ||
Appliance accessories, parts, and other | ||
Automotive horns | ||
Automotive lighting | ||
Custom cabinets and countertops | 4,167,801 | 1,515,909 |
Finished carpentry | 3,743,302 | |
Total Revenues | 7,911,103 | 1,515,909 |
Automotive Supplies [Member] | ||
Revenues | ||
Appliances | ||
Appliance accessories, parts, and other | ||
Automotive horns | 1,199,856 | |
Automotive lighting | 442,135 | |
Custom cabinets and countertops | ||
Finished carpentry | ||
Total Revenues | $ 1,641,991 |
Disaggregation of Revenues an_5
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of segment information - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 12,073,878 | $ 4,780,275 |
Operating expenses | ||
Cost of sales | 7,749,130 | 3,260,682 |
Personnel | 1,577,700 | 484,672 |
Depreciation and amortization | 511,371 | 122,106 |
General and administrative | 2,166,207 | 1,324,196 |
Total Operating Expenses | 12,004,408 | 5,191,656 |
Income (Loss) from Operations | 69,470 | (411,381) |
Retail and Appliances [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 2,520,784 | 3,264,366 |
Operating expenses | ||
Cost of sales | 1,871,450 | 2,506,652 |
Personnel | 230,388 | 253,083 |
Depreciation and amortization | 79,797 | 44,675 |
General and administrative | 449,494 | 434,587 |
Total Operating Expenses | 2,631,129 | 3,238,997 |
Income (Loss) from Operations | (110,345) | 25,369 |
Construction [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 7,911,103 | 1,515,909 |
Operating expenses | ||
Cost of sales | 4,879,591 | 754,030 |
Personnel | 1,134,210 | 231,589 |
Depreciation and amortization | 379,704 | 77,431 |
General and administrative | 1,116,558 | 215,311 |
Total Operating Expenses | 7,510,063 | 1,278,361 |
Income (Loss) from Operations | 401,040 | 237,548 |
Automotive Supplies [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,641,991 | |
Operating expenses | ||
Cost of sales | 998,089 | |
Personnel | 300,328 | |
Depreciation and amortization | 51,870 | |
General and administrative | 386,781 | 598,295 |
Total Operating Expenses | 1,737,068 | 598,295 |
Income (Loss) from Operations | (95,077) | (598,295) |
Corporate Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Operating expenses | ||
Cost of sales | ||
Personnel | (87,226) | |
Depreciation and amortization | ||
General and administrative | 213,374 | 76,003 |
Total Operating Expenses | 126,148 | 76,003 |
Income (Loss) from Operations | $ (126,148) | $ (76,003) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 146,679 | $ 24,309 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of property and equipment [Abstract] | ||
Equipment and machinery | $ 1,127,897 | $ 808,592 |
Office furniture and equipment | 107,903 | 105,203 |
Transportation equipment | 901,426 | 864,121 |
Leasehold improvements | 123,651 | 112,356 |
Total property and equipment | 2,260,877 | 1,890,272 |
Less: Accumulated depreciation | (339,910) | (194,961) |
Property and equipment, net | $ 1,920,967 | $ 1,695,311 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 364,692 | $ 97,797 |
Intangible asset term | 5 years |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets gross | $ 12,331,000 | $ 12,331,000 |
Less: accumulated amortization | (1,251,795) | (887,103) |
Intangible assets, net | 11,079,205 | 11,443,897 |
Customer Relationships [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets gross | 5,791,000 | 5,791,000 |
Marketing related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets gross | 5,917,000 | 5,917,000 |
Technology related [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets gross | $ 623,000 | $ 623,000 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of estimated amortization expense for intangible assets | Dec. 31, 2021USD ($) |
Schedule of estimated amortization expense for intangible assets [Abstract] | |
2022 – remaining | $ 1,094,088 |
2023 | 1,458,780 |
2024 | 1,458,750 |
2025 | 1,325,745 |
2026 | 1,157,523 |
Thereafter | 4,584,319 |
Total | $ 11,079,205 |
Selected Account Information (D
Selected Account Information (Details) - Schedules of receivables - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedules of receivables [Abstract] | ||
Trade accounts receivable | $ 3,235,644 | $ 2,691,702 |
Vendor rebates receivable | 12,194 | 126,118 |
Credit card payments in process of settlement | 116,187 | |
Retainage | 1,029,976 | 803,989 |
Total receivables | 4,277,814 | 3,737,996 |
Allowance for doubtful accounts | (359,000) | (359,000) |
Accounts receivable, net | $ 3,918,814 | $ 3,378,996 |
Selected Account Information _2
Selected Account Information (Details) - Schedules of inventories - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Total inventories | $ 6,193,342 | $ 5,815,150 |
Less reserve for obsolescence | (387,848) | (387,848) |
Total inventories, net | 5,805,494 | 5,427,302 |
Appliances [Member] | ||
Inventory [Line Items] | ||
Subtotal | 2,554,539 | 2,206,336 |
Automotive [Member] | ||
Inventory [Line Items] | ||
Subtotal | 1,824,260 | 2,064,834 |
Construction [Member] | ||
Inventory [Line Items] | ||
Subtotal | $ 1,814,543 | $ 1,543,980 |
Selected Account Information _3
Selected Account Information (Details) - Schedules of accounts payable and accrued expenses - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedules of accounts payable and accrued expenses [Abstract] | ||
Trade accounts payable | $ 3,810,165 | $ 3,117,825 |
Credit cards payable | 80,536 | 52,300 |
Accrued payroll liabilities | 397,717 | 263,590 |
Accrued interest | 853,402 | 711,258 |
Accrued dividends | 384,977 | 242,160 |
Other accrued liabilities | 384,779 | 431,539 |
Total accounts payable and accrued expenses | $ 5,911,576 | $ 4,818,672 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 235,438 | $ 85,924 |
Maturity date | During the period ending March 31, 2022, the Company entered in an equipment financing lease to purchase machinery and equipment totaling $316,798, maturing in January 2028. | |
Purchase of machinery and equipment | $ 316,798 | |
Weighted-average remaining lease term | 5 years 6 months |
Leases (Details) - Schedule of
Leases (Details) - Schedule of condensed consolidated balance sheet - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of condensed consolidated balance sheet [Abstract] | ||
Operating lease right-of-use assets | $ 3,094,573 | $ 3,192,604 |
Lease liabilities, current portion | 595,039 | 613,696 |
Lease liabilities, long-term | 2,542,790 | 2,607,862 |
Total operating lease liabilities | $ 3,137,829 | $ 3,221,558 |
Weighted-average remaining lease term (months) | 54 months | 59 months |
Weighted average discount rate | 4.29% | 4.29% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of maturities of operating lease liabilities | Mar. 31, 2022USD ($) |
Schedule of maturities of operating lease liabilities [Abstract] | |
2022 – remaining | $ 524,519 |
2023 | 738,690 |
2024 | 753,868 |
2025 | 747,860 |
2026 | 495,994 |
Thereafter | 212,580 |
Total | 3,473,511 |
Less: imputed interest | (335,682) |
Total operating lease liabilities | $ 3,137,829 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of maturities of finance lease liabilities | Mar. 31, 2022USD ($) |
Schedule of maturities of finance lease liabilities [Abstract] | |
2022 – remaining | $ 137,882 |
2023 | 184,711 |
2024 | 168,254 |
2025 | 161,487 |
2026 | 161,487 |
Thereafter | 166,688 |
Total payments | 980,509 |
Less: amount representing interest | (138,235) |
Present value of minimum finance lease payments | $ 842,274 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended |
Mar. 30, 2021 | Mar. 31, 2022 | Oct. 08, 2021 | |
Wolo Industrial Horn & Signal, Inc. [Member] | |||
Acquisitions (Details) [Line Items] | |||
Aggregate purchase price | $ 8,344,056 | ||
Revenue | $ 1,661,754 | ||
Net loss from continuing operations | (325,417) | ||
Wolo Industrial Horn & Signal, Inc. [Member] | Business Combination [Member] | |||
Acquisitions (Details) [Line Items] | |||
Outstanding capital stock percentage | 100.00% | ||
High Mountain Door & Trim, Inc. [Member] | Sierra Homes, LLC [Member] | |||
Acquisitions (Details) [Line Items] | |||
Aggregate purchase price | $ 15,441,173 | ||
Revenue | 6,249,349 | ||
Net loss from continuing operations | $ 271,647 | ||
High Mountain Door & Trim, Inc. [Member] | Business Combination [Member] | Sierra Homes, LLC [Member] | |||
Acquisitions (Details) [Line Items] | |||
Outstanding capital stock percentage | 100.00% |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of unaudited pro forma results - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of unaudited pro forma results [Abstract] | ||
Revenues | $ 12,073,878 | $ 13,373,918 |
Net income (loss) | (927,208) | 317,547 |
Net loss attributable to 1847 Holdings common shareholders’ | $ (1,008,245) | $ (1,398,248) |
Loss per share attributable to 1847 Holdings common shareholders’: | ||
Basic and diluted (in Dollars per share) | $ (0.21) | $ (0.29) |
Related Parties (Details)
Related Parties (Details) - USD ($) | Apr. 15, 2013 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related Parties (Details) [Line Items] | ||||
Management fee | $ 0 | $ 3 | ||
Total management fees | $ 275,000 | 260,000 | ||
Lease term for agreement | 5 years | |||
Renewal term | 5 years | |||
Base rent | $ 7,000 | |||
Increase in base rent | 7,210 | |||
Total rent expense | 21,776 | |||
37 Months [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Increase in base rent | 7,426 | |||
Manager [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Advances from related parties | 74,928 | $ 74,928 | ||
Asien [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Expensed management fees | 75,000 | 75,000 | ||
Cabinet [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Expensed management fees | 125,000 | 75,000 | ||
Wolo [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Total management fees | 75,000 | $ 0 | ||
Advances [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Advances from related parties | $ 118,834 | $ 118,834 | ||
Management Services Agreement [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Description of management fee | On April 15, 2013, the Company and 1847 Partners LLC (the “Manager”) entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% of its adjusted net assets for services performed (the “Parent Management Fee”). | |||
Repayment, description | The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) Parent Management Fees received by (or owed to) the Manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid Parent Management Fees. | |||
Offsetting Management Services Agreements [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Additional advances, description | Pursuant to the offsetting management services agreements, 1847 Asien appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement), 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement), which was increased to $125,000 or 2% of adjusted net assets on October 8, 2021, and 1847 Wolo appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, in each case that if the aggregate amount of management fees paid or to be paid by such entities, together with all other management fees paid or to be paid to the Manager under other offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of our gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements. |
Mezzanine Equity (Details)
Mezzanine Equity (Details) - USD ($) | Mar. 24, 2022 | Feb. 24, 2022 | Feb. 16, 2022 | Oct. 12, 2021 | Sep. 29, 2021 | Mar. 26, 2021 | Nov. 20, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Mezzanine Equity (Details) [Line Items] | |||||||||
Senior convertible preferred shares | 2,632,278 | 4,450,460 | 4,450,460 | 4,450,460 | |||||
Dividends rate (in Dollars per share) | $ 2 | ||||||||
Common shares calculated based percentage | 80.00% | ||||||||
Calculated based fixed price per share (in Dollars per share) | $ 1.57 | ||||||||
Dividend payment date per share (in Dollars per share) | $ 1.57 | ||||||||
Accumulated accrued and unpaid dividends percentage | 115.00% | ||||||||
Common shares stated value per share (in Dollars per share) | $ 2 | ||||||||
Conversion price (in Dollars per share) | $ 1.75 | ||||||||
Common shares outstanding percentage | 4.99% | ||||||||
Ownership common shares outstanding | 9.99% | ||||||||
Convertible preferred shares percentage | 115.00% | ||||||||
Redemption price, including dividends (in Dollars) | $ 6,395,645 | ||||||||
Consolidations adjustments to conversion price, description | On the first day of the 12th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall automatically increase by five percent (5.0%) per annum and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. On the first day of the 24th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. On the first day of the 36th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding the third adjustment date. | ||||||||
Additional equity interest | 10.00% | ||||||||
Convertible preferred shares amount (in Dollars) | $ 121,455 | ||||||||
Accrued dividends (in Dollars) | $ 128,318 | ||||||||
Subject to adjustment percentage | 3.00% | ||||||||
Common shares fixed price (in Dollars per share) | $ 2.7 | ||||||||
Adjustments to shares conversion description | On the first day of the 12th month following the issuance of the first series B senior convertible preferred share, the stated dividend rate shall automatically increase by five percent (5.0%) per annum and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. On the first day of the 24th month following the issuance of the first series B senior convertible preferred share, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. On the first day of the 36th month following the issuance of the first series B senior convertible preferred share, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. | ||||||||
Conversion price per share price adjustment (in Dollars per share) | $ 0.0075 | ||||||||
Aggregate units issued | 106,666 | 320,333 | |||||||
Aggregate units price per share (in Dollars per share) | $ 3 | ||||||||
Gross proceeds (in Dollars) | $ 320,000 | $ 961,000 | |||||||
Issuance costs (in Dollars) | 15,000 | ||||||||
Net proceeds (in Dollars) | $ 1,266,000 | ||||||||
Fair value of warrants (in Dollars) | $ 152,350 | ||||||||
Convertible preferred shares amount (in Dollars) | $ 13,760 | ||||||||
Shares issued | 1,684,849 | 1,818,182 | |||||||
Common Shares [Member] | |||||||||
Mezzanine Equity (Details) [Line Items] | |||||||||
Exercise price per share (in Dollars per share) | $ 3 | ||||||||
Series A Convertible Preferred Shares [Member] | |||||||||
Mezzanine Equity (Details) [Line Items] | |||||||||
Dividend rate, Percentage | 14.00% | ||||||||
Convertible preferred shares | 133,333 | ||||||||
Convertible dividends | 152,381 | ||||||||
Net proceeds (in Dollars) | $ 1,266,000 | ||||||||
Preferred shares outstanding | 1,684,849 | 1,818,182 | |||||||
Shares issued | 152,851 | ||||||||
Series B Senior Convertible Preferred Shares [Member] | |||||||||
Mezzanine Equity (Details) [Line Items] | |||||||||
Convertible preferred shares percentage | 14.00% | ||||||||
Preferred shares issued | 426,999 | 426,999 | |||||||
Preferred shares outstanding | 0 | 0 | |||||||
Series B Preferred Stock [Member] | |||||||||
Mezzanine Equity (Details) [Line Items] | |||||||||
Fair value of shares (in Dollars) | $ 1,113,650 | ||||||||
Preferred shares outstanding | 426,999 | 0 | |||||||
Liquidation Rights [Member] | |||||||||
Mezzanine Equity (Details) [Line Items] | |||||||||
Convertible preferred shares percentage | 115.00% | ||||||||
Conversion Rights [Member] | |||||||||
Mezzanine Equity (Details) [Line Items] | |||||||||
Common shares stated value per share (in Dollars per share) | $ 3 | ||||||||
Conversion price (in Dollars per share) | $ 3 | ||||||||
Redemption Rights [Member] | |||||||||
Mezzanine Equity (Details) [Line Items] | |||||||||
Convertible preferred shares percentage | 115.00% | ||||||||
VWAP [Member] | |||||||||
Mezzanine Equity (Details) [Line Items] | |||||||||
Common shares fixed price (in Dollars per share) | $ 2.7 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | Mar. 23, 2022 | Feb. 24, 2022 | Feb. 16, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Shareholders’ Deficit (Details) [Line Items] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, shares issued | 4,995,232 | 4,842,851 | |||
Common stock, shares outstanding | 4,995,232 | 4,842,851 | |||
Shares issued | 1,684,849 | 1,818,182 | |||
Dividend per share (in Dollars per share) | $ 0.05 | ||||
Common stock dividend (in Dollars) | $ 249,762 | ||||
Aggregate gross proceeds description | the Company sold an aggregate of 320,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $961,000. On March 24, 2022, the Company sold an additional 106,666 units for aggregate gross proceeds of $320,000. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $3.00 per common share (subject to adjustment). Accordingly, a portion of the proceeds were allocated to the warrant based on its relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 51.81%; (iii) weighted average risk-free interest rate of 0.31%; (iv) expected life of three years; (v) estimated fair value of the common shares of $1.94 per share; and (vi) various probability assumptions related to redemption, calls and price resets. The fair value of the warrants was $379,533 or $0.89 per warrant, resulting in the amount allocated to the warrants, based on their relative fair of $152,350, which was recorded as additional paid in capital. | ||||
Warrants description | The warrants allow the holder to purchase one (1) common share at an exercise price of $3.00 per common share (subject to adjustment including upon any future equity offering with a lower exercise price), which may be exercised on a cashless basis under certain circumstances. The Company may force the exercise of the warrants at any time after the one year anniversary of the date of the warrants, if (i) the Company is listed on a national securities exchange or the over-the-counter market, (ii) the underlying common shares are registered or the holder of the warrant otherwise has the ability to trade the underlying common shares without restriction, (iii) the 30-day volume-weighted daily average price of the common shares exceeds 200% of the exercise price, as adjusted, and (iv) the average daily trading volume is at least 100,000 common shares during such 30-day period. The Company may redeem the warrants held by any holder in whole (but not in part) by paying in cash to such holder as follows: (i) $0.50 per share then underlying the warrant if within the first twelve (12) months of issuance; (ii) $1.00 per share then underlying the warrant if after the first twelve (12) months, but before twenty-four (24) months of issuance; and (iii) $1.50 per share then underlying the warrant if after twenty-four months, but before thirty-six (36) months. | ||||
Weighted average remaining contractual life | 2 years 2 months 1 day | ||||
Intrinsic value (in Dollars) | $ 497,500 | ||||
Series A Preferred Stock [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Shares issued | 152,851 | ||||
Convertible preferred shares | 133,333 |
Shareholders_ Deficit (Detail_2
Shareholders’ Deficit (Details) - Schedule of changes in warrants outstanding | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of changes in warrants outstanding [Abstract] | |
Warrants Outstanding at beginning | shares | 5,200,460 |
Weighted Average Exercise Price Outstanding at beginning | $ / shares | $ 2.38 |
Warrants ,Granted | shares | 426,999 |
Weighted Average Exercise Price, Granted | $ / shares | $ 3 |
Warrants ,Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Warrants ,Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Warrants Outstanding at ending | shares | 5,627,459 |
Weighted Average Exercise Price Outstanding at enging | $ / shares | $ 2.43 |
Warrants ,Exercisable | shares | 5,627,459 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 2.43 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Potential common share equivalents | 20,871,528 | 4,450,460 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of basic and diluted loss per share | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of basic and diluted loss per share [Abstract] | |
Net loss per common share attributable to 1847 Holdings common shareholders’ | (1,008,245) |
Weighted average common shares outstanding | 4,915,655 |
Basic and diluted loss per share (in Dollars per share) | $ / shares | $ (0.21) |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Apr. 20, 2022 | |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Purchase agreement, description | the Company entered into a securities purchase agreement with Ellery W. Roberts, our Chief Executive Officer, pursuant to which the Company sold 28,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $85,000. On May 12, 2022, the Company sold an additional 16,667 units to Mr. Roberts for aggregate gross proceeds of $50,000. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $3.00 per share (subject to adjustment), which may be exercised on a cashless basis under certain circumstances. |