Core Viewpoint - 1847 Holdings LLC is set to begin trading on the OTC Pink Limited tier and aims to relist on a senior U.S. exchange as soon as practical, highlighting strong financial performance and growth potential [1][2][3]. Financial Performance - The company reported a record revenue growth of 380% year-over-year in Q2 2025, with significant gross profit expansion and positive operating cash flow [3]. - Management has reaffirmed its 2025 revenue guidance to exceed $40 million and operating income of approximately $6 million, with projections for 2026 of more than $50 million in revenue and operating income of approximately $12 million [3]. Business Strategy - 1847 Holdings focuses on acquiring undervalued middle-market businesses, enhancing their operations, and potentially monetizing them through sales or IPOs at higher valuations [4]. - The company believes that moving through the OTC market tiers and ultimately returning to a senior exchange will unlock greater value for shareholders [3].

Core Insights - 1847 Holdings LLC reported significant financial improvements in Q2 2025, with revenue increasing by 380.4% year-over-year to $12.8 million and gross profit rising by 461.8% to $6.7 million, resulting in a gross margin of 52.2% [2][3] - The company generated a net income from continuing operations of $23.7 million, an increase of $26.6 million compared to a loss in the prior year, largely driven by a gain on the change in fair value of warrant liabilities [5][6] - For the first half of 2025, revenue reached $22.9 million, marking an increase of $18.1 million from the previous year, and the company achieved positive cash flow from continuing operations of $973,606 [1][2] Financial Performance - Q2 2025 revenue was $12.8 million compared to $2.7 million in Q2 2024, reflecting a growth of $10.1 million [3] - Gross profit for Q2 2025 was $6.7 million, up from $1.2 million in Q2 2024, indicating a substantial increase [2][4] - Operating income improved to $2.5 million in Q2 2025 from a loss of $1.7 million in the same quarter of the previous year [2][4] Future Guidance - The company reaffirmed its 2025 guidance, projecting net income of approximately $1.3 million on revenue exceeding $45 million, and anticipates 2026 net income of around $5.0 million on revenue surpassing $60 million [1][2] - 1847 Holdings is transitioning its shares to the OTCID Basic Market following a delisting from NYSE American, with plans to reapply for a national exchange listing in the future [2][7] Strategic Focus - The company focuses on acquiring undervalued businesses, enhancing their operations, and monetizing them for higher valuations, which aligns with its investment thesis of capitalizing on market inefficiencies [7]

[Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents 1847 Holdings LLC's unaudited condensed consolidated financial statements, prepared in accordance with GAAP interim financial information and Form 10-Q instructions [Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides the unaudited condensed consolidated financial statements for 1847 Holdings LLC, prepared under GAAP for interim reporting [Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) This section presents the condensed consolidated balance sheets for 1847 Holdings LLC as of June 30, 2025, and December 31, 2024 Balance Sheet Key Data Comparison | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change Amount ($) | Change Percentage | | :--------------------------------- | :------------ | :---------------- | :--------- | :--------- | | Cash and Cash Equivalents | $1,033,578 | $2,457,086 | $(1,423,508) | (57.9%) | | Accounts Receivable, Net | $9,159,479 | $5,361,405 | $3,798,074 | 70.8% | | Total Current Assets | $14,827,624 | $12,630,493 | $2,197,131 | 17.4% | | Total Assets | $34,846,296 | $33,647,738 | $1,198,558 | 3.6% | | Accounts Payable and Accrued Expenses | $11,828,446 | $5,853,307 | $5,975,139 | 102.1% | | Total Current Liabilities | $102,170,786 | $124,558,252 | $(22,387,466) | (18.0%) | | Total Liabilities | $107,948,744 | $130,113,775 | $(22,165,031) | (17.0%) | | Total Shareholders' Deficit | $(73,102,448) | $(96,466,037) | $23,363,589 | 24.2% | [Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section presents the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 Statements of Operations Key Data (Continuing Operations) | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $12,806,457 | $2,665,805 | $22,889,929 | $4,750,259 | | Total Operating Expenses | $10,333,149 | $4,329,841 | $20,515,243 | $9,582,328 | | Operating Income (Loss) | $2,473,308 | $(1,664,036) | $2,374,686 | $(4,832,069) | | Total Other Income (Expense) | $22,046,876 | $(1,590,795) | $21,846,131 | $(9,117,871) | | Income (Loss) from Continuing Operations Before Income Taxes | $24,520,184 | $(3,254,831) | $24,220,817 | $(13,949,940) | | Income Tax Benefit (Provision) | $(840,000) | $308,000 | $(768,000) | $397,000 | | Net Income (Loss) from Continuing Operations | $23,680,184 | $(2,946,831) | $23,452,817 | $(13,552,940) | | Net Income (Loss) Attributable to 1847 Holdings | $22,603,964 | $(4,875,229) | $22,200,863 | $(15,275,742) | | Basic Earnings (Loss) Per Share Attributable to Common Stockholders | $0.71 | $(29.15) | $0.76 | $(97.05) | | Diluted Earnings (Loss) Per Share Attributable to Common Stockholders | $0.15 | $(29.15) | $0.16 | $(97.05) | [Condensed Consolidated Statements of Shareholders' Deficit for the Three and Six Months Ended June 30, 2025 and 2024](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Deficit%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section presents the condensed consolidated statements of shareholders' deficit for the three and six months ended June 30, 2025 and 2024 Shareholders' Deficit Changes | Metric | December 31, 2024 ($) | March 31, 2025 ($) | June 30, 2025 ($) | | :----------------------------------- | :---------------- | :--------------- | :-------------- | | Total Shareholders' Deficit | $(96,466,037) | $(95,560,794) | $(73,102,448) | | Common Shares Issued | 25,400,386 | 26,539,774 | 32,303,735 | | Net Income (Loss) Attributable to 1847 Holdings (Three Months Ended June 30, 2025) | N/A | N/A | $22,603,964 | [Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section presents the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 Cash Flow Statement Key Data (Continuing Operations) | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :----------------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Provided by (Used in) Operating Activities | $973,606 | $(4,696,037) | | Net Cash Used in Investing Activities | $(880,518) | $0 | | Net Cash Provided by (Used in) Financing Activities | $(2,374,635) | $4,644,899 | | Net Change in Cash and Cash Equivalents from Continuing Operations | $(2,281,547) | $(51,138) | | Cash and Cash Equivalents from Continuing Operations, End of Period | $1,534,507 | $559,044 | - Financial statements are prepared in accordance with GAAP interim financial information and Form 10-Q instructions[27](index=27&type=chunk) - Management believes all necessary adjustments, including only normal recurring adjustments, have been completed for a fair presentation of the financial statements[27](index=27&type=chunk) - Operating results for the six months ended June 30, 2025, are not necessarily indicative of results for the year ending December 31, 2025[27](index=27&type=chunk) Condensed Consolidated Balance Sheet Key Data | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------- | :------------ | :---------------- | | Total Assets | $34,846,296 | $33,647,738 | | Total Liabilities | $107,948,744 | $130,113,775 | | Total Shareholders' Deficit | $(73,102,448) | $(96,466,037) | Condensed Consolidated Statements of Operations Key Data (Continuing Operations) | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $12,806,457 | $2,665,805 | $22,889,929 | $4,750,259 | | Net Income (Loss) from Continuing Operations | $23,680,184 | $(2,946,831) | $23,452,817 | $(13,552,940) | | Basic Earnings (Loss) Per Share Attributable to Common Stockholders | $0.75 | $(17.36) | $0.80 | $(85.66) | | Diluted Earnings (Loss) Per Share Attributable to Common Stockholders | $0.16 | $(17.36) | $0.17 | $(85.66) | Condensed Consolidated Statements of Cash Flows Key Data (Continuing Operations) | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :----------------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Provided by (Used in) Operating Activities | $973,606 | $(4,696,037) | | Net Cash Used in Investing Activities | $(880,518) | $0 | | Net Cash Provided by (Used in) Financing Activities | $(2,374,635) | $4,644,899 | | Net Change in Cash and Cash Equivalents from Continuing Operations | $(2,281,547) | $(51,138) | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited condensed consolidated financial statements, covering presentation basis, liquidity, discontinued operations, and key accounts [NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION](index=12&type=section&id=NOTE%201%E2%80%94BASIS%20OF%20PRESENTATION%20AND%20OTHER%20INFORMATION) This section outlines the basis of presentation for the financial statements and other relevant accounting information - The company has committed to selling Wolo Mfg. Corp. and Wolo Industrial Horn & Signal, Inc. (collectively "Wolo"), which constitutes the automotive products segment, with completion expected in 2025, classified as discontinued operations due to a strategic shift[28](index=28&type=chunk)[30](index=30&type=chunk) - Certain prior period amounts related to discontinued operations have been reclassified and separately presented in the condensed consolidated financial statements and notes to conform with the current period's presentation[31](index=31&type=chunk) - ASU 2023-05 (Joint Venture Formations) issued by the FASB has been adopted but had no material impact on the company's condensed consolidated financial statements[32](index=32&type=chunk) - ASU 2023-09 (Improvements to Income Tax Disclosures) and ASU 2024-03 (Disaggregation of Expenses—Income Statement) issued by the FASB are not yet effective, and the company is evaluating their impact on the financial statements[34](index=34&type=chunk)[35](index=35&type=chunk) [NOTE 2—LIQUIDITY AND GOING CONCERN ASSESSMENT](index=13&type=section&id=NOTE%202%E2%80%94LIQUIDITY%20AND%20GOING%20CONCERN%20ASSESSMENT) This section assesses the company's liquidity position and its ability to continue as a going concern - As of June 30, 2025, the company had **$1,033,578** in cash and cash equivalents, **$500,929** in restricted cash, and a working capital deficit of **$87,343,162**[38](index=38&type=chunk) - For the six months ended June 30, 2025, the company generated **$2,374,686** in operating income and **$973,606** in cash flow from continuing operations[38](index=38&type=chunk) - The company has incurred operating losses since inception and anticipates insufficient cash and other resources to sustain current operations or meet obligations over the next twelve months without additional financing, raising substantial doubt about its ability to continue as a going concern[39](index=39&type=chunk) - Management plans to address these concerns through additional debt and equity financing, but there is no assurance that these plans will effectively provide the necessary funding[42](index=42&type=chunk) [NOTE 3—DISCONTINUED OPERATIONS](index=14&type=section&id=NOTE%203%E2%80%94DISCONTINUED%20OPERATIONS) This section details the financial results and status of operations that have been or are planned to be discontinued - The company plans to sell Wolo (automotive products segment) in 2025, classifying it as discontinued operations[44](index=44&type=chunk) Wolo Assets and Liabilities Held for Sale | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------- | :------------ | :---------------- | | Total Assets Held for Sale | $901,347 | $1,132,626 | | Total Liabilities Held for Sale | $284,497 | $361,368 | Wolo Discontinued Operations Performance | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $208,447 | $1,103,087 | $1,116,886 | $2,881,448 | | Net Loss from Discontinued Operations | $(289,252) | $(304,723) | $(477,838) | $(412,363) | - Asien's Appliance, Inc. transferred its assets to creditors on February 26, 2024, and the company no longer holds a financial interest, with its results reported as discontinued operations[49](index=49&type=chunk) - ICU Eyewear, Inc.'s assets were sold through foreclosure on August 5, 2024, due to loan default, with the company receiving no cash and no longer holding a financial interest, its results reported as discontinued operations[53](index=53&type=chunk) - High Mountain Door & Trim Inc.'s assets were sold on September 30, 2024, for **$17,000,000**, and the company reduced the retained amount by **$858,039** for post-closing working capital adjustments during the six months ended June 30, 2025[59](index=59&type=chunk)[60](index=60&type=chunk) [NOTE 4—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING](index=22&type=section&id=NOTE%204%E2%80%94DISAGGREGATION%20OF%20REVENUES%20AND%20SEGMENT%20REPORTING) This section provides a breakdown of revenues and details the company's reportable segments - Following the divestiture of the automotive products segment, the company currently has only one reportable segment: the Construction segment, which provides finish carpentry and related products and services[65](index=65&type=chunk) - The company aggregates all other non-reportable business activities into the Corporate Services segment, which includes costs associated with executive management, financing activities, and other public company-related expenses[66](index=66&type=chunk) Revenue by Product/Service | Revenue Category | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Cabinets and Millwork | $6,375,565 | $2,665,805 | $10,478,163 | $4,750,259 | | Doors, Frames, Hardware, and Trim | $6,194,681 | $- | $11,971,519 | $- | | Specialty Building Accessories | $236,211 | $- | $440,247 | $- | | **Total Revenue** | **$12,806,457** | **$2,665,805** | **$22,889,929** | **$4,750,259** | Segment Operating Income (Loss) | Segment | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :---------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Construction | $2,208,297 | $(1,110,873) | $2,559,419 | $(1,822,895) | | Corporate Services | $265,011 | $(553,163) | $(184,733) | $(3,009,174) | | **Total** | **$2,473,308** | **$(1,664,036)** | **$2,374,686** | **$(4,832,069)** | [NOTE 5—PROPERTY AND EQUIPMENT](index=24&type=section&id=NOTE%205%E2%80%94PROPERTY%20AND%20EQUIPMENT) This section provides details on the company's property and equipment, net of accumulated depreciation Property and Equipment, Net | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :----------------------- | :------------ | :---------------- | | Property and Equipment, Net | $968,504 | $1,115,208 | - Depreciation expense for the three months ended June 30, 2025, was **$110,272**, an increase of **$4,944 (4.7%)** from the prior year period; for the six months ended June 30, 2025, it was **$219,879**, an increase of **$5,185 (2.4%)** from the prior year period[72](index=72&type=chunk) [NOTE 6—INTANGIBLE ASSETS](index=25&type=section&id=NOTE%206%E2%80%94INTANGIBLE%20ASSETS) This section details the company's intangible assets, net of accumulated amortization Intangible Assets, Net | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :--------------- | :------------ | :---------------- | | Intangible Assets, Net | $12,040,780 | $12,524,346 | - Amortization expense for the three months ended June 30, 2025, was **$241,783**, an increase of **$179,039 (285.4%)** from the prior year period; for the six months ended June 30, 2025, it was **$483,566**, an increase of **$358,078 (285.4%)** from the prior year period[74](index=74&type=chunk) Estimated Future Amortization Expense for Intangible Assets | Year Ended December 31 | Amount ($) | | :------------------- | :--------- | | 2025 (Remaining) | $483,566 | | 2026 | $967,132 | | 2027 | $967,132 | | 2028 | $967,132 | | 2029 | $967,132 | | Thereafter | $7,688,686 | | **Total Estimated Amortization Expense** | **$12,040,780** | [NOTE 7—ACCOUNTS PAYABLE AND ACCRUED EXPENSES](index=25&type=section&id=NOTE%207%E2%80%94ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) This section provides a breakdown of accounts payable and accrued expenses Accounts Payable and Accrued Expenses | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change Amount ($) | Change Percentage | | :----------------------- | :------------ | :---------------- | :--------- | :--------- | | Total Accounts Payable and Accrued Expenses | $11,828,446 | $5,853,307 | $5,975,139 | 102.1% | | Trade Accounts Payable | $3,771,154 | $1,633,593 | $2,137,561 | 130.8% | | Accrued Payroll Liabilities | $1,541,925 | $1,185,900 | $356,025 | 30.0% | | Accrued Interest | $3,901,691 | $1,841,011 | $2,060,680 | 111.9% | | Accrued Taxes | $1,354,510 | $79,420 | $1,275,090 | 1605.5% | [NOTE 8—LEASES](index=26&type=section&id=NOTE%208%E2%80%94LEASES) This section outlines the company's lease arrangements, including operating and finance leases - In February 2025, subsidiary CMD Inc. entered into a three-year office lease agreement, resulting in a right-of-use asset and liability of **$97,379**[78](index=78&type=chunk) - In May 2025, the company recognized an impairment loss of **$112,705** on a right-of-use asset related to an abandoned lease due to closing a warehouse facility and relocating operations[79](index=79&type=chunk) Operating Lease Liabilities | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Operating Lease Right-of-Use Assets ($) | $1,659,413 | $1,964,276 | | Total Operating Lease Liabilities ($) | $1,825,658 | $2,017,604 | | Weighted-Average Remaining Lease Term (Years) | 3.89 | 4.19 | | Weighted-Average Discount Rate | 14.54% | 14.17% | - Rent expense for the three months ended June 30, 2025, was **$230,017**, an increase of **$116,608 (102.8%)** from the prior year period; for the six months ended June 30, 2025, it was **$455,218**, an increase of **$230,732 (102.8%)** from the prior year period[80](index=80&type=chunk) Finance Lease Liabilities | Metric | June 30, 2025 ($) | | :--------------------------------- | :------------ | | Total Finance Lease Liabilities | $515,491 | | Weighted-Average Remaining Lease Term (Years) | 2.61 | | Weighted-Average Discount Rate | 5.15% | [NOTE 9—FAIR VALUE MEASUREMENTS](index=27&type=section&id=NOTE%209%E2%80%94FAIR%20VALUE%20MEASUREMENTS) This section provides information on assets and liabilities measured at fair value on a recurring basis Fair Value Measurements (June 30, 2025) | Description | Level 3 ($) | Total ($) | | :-------------------- | :------------ | :------------ | | Warrant Liabilities | $57,860,005 | $57,860,005 | - For the six months ended June 30, 2025, derivative liabilities decreased from **$185,000** to **$0** due to a fair value change gain of **$(185,000)**, and warrant liabilities decreased from **$85,779,788** to **$57,860,005** due to a fair value change gain of **$(27,723,683)** and extinguishment upon settlement of **$(196,100)**[84](index=84&type=chunk) [NOTE 10—NOTES PAYABLE](index=27&type=section&id=NOTE%2010%E2%80%94NOTES%20PAYABLE) This section details the company's notes payable, including terms and changes during the period Notes Payable, Net | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :--------------- | :------------ | :---------------- | | Notes Payable, Net | $7,422,716 | $7,794,441 | - The maturity date of the 20% OID Subordinated Promissory Note from March 2024 was extended to November 7, 2025, with an additional **$1,358,966** as a modification fee, resulting in a debt extinguishment loss[87](index=87&type=chunk) - The purchase and sale agreement for future revenue loans was amended, increasing the outstanding balance by **$845,650** for net cash proceeds of **$465,650**, with an effective interest rate of **82.2%**[89](index=89&type=chunk) - On May 9, 2025, a default event occurred on the 12% Service Promissory Note, leading to a **$250,000** increase in principal and recognition of a debt extinguishment loss[91](index=91&type=chunk) [NOTE 11—RELATED PARTIES](index=28&type=section&id=NOTE%2011%E2%80%94RELATED%20PARTIES) This section discloses transactions and balances with related parties - On June 27, 2025, subsidiary 1847 Cabinet Inc. issued an 8% promissory note with a principal of **$1,567,621** to Stephen Mallatt, Jr. and Rita Mallatt, resulting in a debt extinguishment loss of **$458,218**[92](index=92&type=chunk) - As of June 30, 2025, the total outstanding principal balance for related party notes payable was **$1,567,621**[93](index=93&type=chunk) [NOTE 12—SHAREHOLDERS' DEFICIT](index=29&type=section&id=NOTE%2012%E2%80%94SHAREHOLDERS'%20DEFICIT) This section provides details on changes in shareholders' deficit, including preferred stock, common stock, and warrants - For the three months ended June 30, 2025, dividends accrued for Series A, Series C, and Series D preferred stock were **$8,852**, **$12,506**, and **$53,189**, respectively[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - On March 25, 2025, the company established Series F Convertible Preferred Stock with a par value of **$1,000** per share and a conversion price of **$0.1549** per share, which ranks senior to common stock, distribution shares, Series C, and Series D preferred stock, but junior to Series A Senior Convertible Preferred Stock and all debt, regarding dividends and liquidation distributions[98](index=98&type=chunk)[103](index=103&type=chunk) - The company issued **1,027** shares of Series F Convertible Preferred Stock in exchange for Series A warrants, resulting in a Series A warrant extinguishment loss of **$942,232**[105](index=105&type=chunk) - On March 11, 2025, the number of authorized common shares was increased from **500 million** to **2 billion**[107](index=107&type=chunk) - For the six months ended June 30, 2025, the company issued **1,139,388** common shares for convertible note conversions and **5,763,961** common shares for cashless exercise of prepaid warrants[108](index=108&type=chunk) - On March 11, 2025, the exercise prices for Series A and Series B warrants were adjusted from **$1.50** and **$0.81** to **$0.81** and **$0.54**, respectively, with a proportional increase in warrant quantities; as of June 30, 2025, **158,844,463** warrants were outstanding with a weighted-average exercise price of **$0.53** and a remaining contractual term of **3.98** years[109](index=109&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) [NOTE 13—EARNINGS (LOSS) PER SHARE](index=31&type=section&id=NOTE%2013%E2%80%94EARNINGS%20(LOSS)%20PER%20SHARE) This section presents the basic and diluted earnings (loss) per share calculations Basic Earnings (Loss) Per Share (Continuing Operations) | Period | 2025 ($) | 2024 ($) | | :--------------------------- | :----- | :----- | | Three Months Ended June 30 | $0.75 | $(17.36) | | Six Months Ended June 30 | $0.80 | $(85.66) | Diluted Earnings (Loss) Per Share (Continuing Operations) | Period | 2025 ($) | 2024 ($) | | :--------------------------- | :----- | :----- | | Three Months Ended June 30 | $0.16 | $(17.36) | | Six Months Ended June 30 | $0.17 | $(85.66) | - For the three and six months ended June 30, 2025, **139,281,660** potential common share equivalents from warrants, Series C preferred stock, and Series D preferred stock were excluded from diluted earnings per share calculations due to their anti-dilutive effect[114](index=114&type=chunk) [NOTE 14—SUBSEQUENT EVENTS](index=31&type=section&id=NOTE%2014%E2%80%94SUBSEQUENT%20EVENTS) This section discloses significant events that occurred after the balance sheet date - In July 2025, the company issued **4,011,080** common shares (prepaid warrants) and **1,837,500** common shares (Series A warrants) through cashless exercise[115](index=115&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion and analysis of the company's financial condition, operating results, and liquidity, emphasizing its acquisition strategy and capital needs - The company is an acquisition holding company focused on acquiring and managing small businesses in North America with enterprise values under **$50 million**[123](index=123&type=chunk) - The company seeks to acquire controlling interests in small businesses operating in industries with long-term macroeconomic growth opportunities, positive and stable earnings and cash flows, minimal technological or competitive obsolescence threats, and strong management teams[129](index=129&type=chunk) - The company aims to enhance businesses over the long term through organic growth opportunities, add-on acquisitions, and operational improvements, with the goal of paying regular dividends to common stockholders and increasing common stockholder value[128](index=128&type=chunk)[129](index=129&type=chunk) [Overview](index=33&type=section&id=Overview) This section outlines the company's business model, recent acquisitions and divestitures, and its strategy as an acquisition holding company - The company focuses on acquiring and managing small businesses in North America with enterprise values under **$50 million**[123](index=123&type=chunk)[129](index=129&type=chunk) - Recent acquisitions include Kyle's Custom Wood Shop, Inc. (September 2020), Wolo Mfg. Corp. (March 2021, planned for sale in 2025), and CMD Inc. (December 2024)[124](index=124&type=chunk)[125](index=125&type=chunk)[127](index=127&type=chunk) - Recent divestitures include High Mountain Door & Trim Inc. (sold September 2024)[126](index=126&type=chunk) [Management Fees](index=34&type=section&id=Management%20Fees) This section details the company's management fee structure, including parent and subsidiary fees, and reports related expenses for the period - Parent company management fees are **0.5%** of adjusted net assets, reduced by offsetting management fees paid by subsidiaries; no parent company management fees were incurred for the three and six months ended June 30, 2025 and 2024[130](index=130&type=chunk) - Subsidiary management fees for the three months ended June 30, 2025, were **$125,000** for 1847 Cabinet, **$75,000** for 1847 Wolo (included in discontinued operations), and **$75,000** for 1847 CMD[131](index=131&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) - Consolidated management fees from continuing operations totaled **$200,000** for the three months ended June 30, 2025, and **$400,000** for the six months ended June 30, 2025[136](index=136&type=chunk) [Segments](index=34&type=section&id=Segments) This section identifies the company's sole reportable segment as Construction, post-divestitures, and clarifies the Corporate Services segment's role - Following recent divestitures, the company currently has only one reportable segment: the Construction segment, which provides finish carpentry and related products and services[137](index=137&type=chunk) - The Corporate Services segment includes costs associated with executive management, financing activities, and other public company-related expenses, but is not considered for operating decisions and segment performance evaluation[138](index=138&type=chunk) [Discontinued Operations](index=35&type=section&id=Discontinued%20Operations) This section outlines the company's recent discontinued operations, including ICU Eyewear, High Mountain, and Wolo, all representing strategic shifts - ICU Eyewear's assets were sold through foreclosure on August 5, 2024, due to loan default, and the company no longer holds a financial interest, with its operating results reported as discontinued operations[140](index=140&type=chunk) - High Mountain's assets were sold on September 30, 2024, for **$17,000,000**, and the retained amount was reduced by **$858,039** for post-closing working capital adjustments during the six months ended June 30, 2025[141](index=141&type=chunk) - The company has committed to selling Wolo (automotive products segment), with completion expected in 2025, and its operating results are reported as discontinued operations[142](index=142&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) This section analyzes the company's continuing operations, showing significant revenue growth, a shift to operating income, and net profit, driven by acquisition and warrant fair value changes - Company revenue significantly increased, primarily due to the **CMD acquisition**[145](index=145&type=chunk)[156](index=156&type=chunk) - The company transitioned from a significant net loss to net profit, mainly driven by **fair value changes in warrant liabilities**[152](index=152&type=chunk)[163](index=163&type=chunk) - Cost of revenue, personnel costs, depreciation and amortization, and general and administrative expenses substantially increased due to the CMD acquisition but decreased as a percentage of revenue, while professional fees decreased in absolute terms[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) [Comparison of the Three Months Ended June 30, 2025 and 2024](index=35&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section compares the company's continuing operations performance for the three months ended June 30, 2025, and 2024 Continuing Operations Performance Comparison for the Three Months Ended June 30, 2025 and 2024 | Metric (Continuing Operations) | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Change Amount ($) | Change Percentage | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Revenue | $12,806,457 | $2,665,805 | $10,140,652 | 380.4% | | Cost of Revenue | $6,125,355 (47.8% of revenue) | $1,476,547 (55.4% of revenue) | $4,648,808 | 314.8% | | Personnel Costs | $1,995,320 (15.6% of revenue) | $1,089,039 (40.9% of revenue) | $906,281 | 83.2% | | Depreciation and Amortization | $352,055 | $168,072 | $183,983 | 109.5% | | General and Administrative Expenses | $1,072,720 (8.4% of revenue) | $502,183 (18.8% of revenue) | $570,537 | 113.6% | | Professional Fees | $674,994 (5.3% of revenue) | $1,094,000 (41.0% of revenue) | $(419,006) | (38.3)% | | Right-of-Use Asset Abandonment Loss | $112,705 | $- | $112,705 | N/A | | Operating Income (Loss) | $2,473,308 | $(1,664,036) | $4,137,344 | N/A | | Total Other Income (Expense) | $22,046,876 | $(1,590,795) | $23,637,671 | N/A | | Net Income (Loss) from Continuing Operations | $23,680,184 | $(2,946,831) | $26,627,015 | N/A | [Comparison of the Six Months Ended June 30, 2025 and 2024](index=37&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section compares the company's continuing operations performance for the six months ended June 30, 2025, and 2024 Continuing Operations Performance Comparison for the Six Months Ended June 30, 2025 and 2024 | Metric (Continuing Operations) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | Change Amount ($) | Change Percentage | | :--------------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Revenue | $22,889,929 | $4,750,259 | $18,139,670 | 381.9% | | Cost of Revenue | $11,000,345 (48.1% of revenue) | $2,659,246 (56.0% of revenue) | $8,341,099 | 313.7% | | Personnel Costs | $3,743,560 (16.4% of revenue) | $1,999,630 (42.1% of revenue) | $1,743,930 | 87.2% | | Depreciation and Amortization | $703,445 | $340,182 | $363,263 | 106.8% | | General and Administrative Expenses | $2,181,632 (9.5% of revenue) | $944,081 (19.9% of revenue) | $1,237,551 | 131.1% | | Professional Fees | $2,773,556 (12.1% of revenue) | $3,639,189 (76.6% of revenue) | $(865,633) | (23.8)% | | Right-of-Use Asset Abandonment Loss | $112,705 | $- | $112,705 | N/A | | Operating Income (Loss) | $2,374,686 | $(4,832,069) | $7,206,755 | N/A | | Total Other Income (Expense) | $21,846,131 | $(9,117,871) | $30,964,002 | N/A | | Net Income (Loss) from Continuing Operations | $23,452,817 | $(13,552,940) | $37,005,757 | N/A | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, financing history, and future capital needs, highlighting reliance on additional financing for going concern - As of June 30, 2025, the company had **$1,033,578** in cash and cash equivalents and **$500,929** in restricted cash[166](index=166&type=chunk) - The company's operations are primarily financed through operating income, cash proceeds from financing activities, borrowings, and equity contributions from shareholders[166](index=166&type=chunk) - The company requires additional capital to execute its business plan, pursue future acquisitions, cover public company expenses, and make payments to management (management fees, profit distributions, and put option prices)[169](index=169&type=chunk)[170](index=170&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) - The company's ability to continue as a going concern depends on successfully executing its financing plans and ultimately achieving profitable operations; management is implementing strict cost controls and seeking new credit facilities/debt/equity financing[167](index=167&type=chunk)[168](index=168&type=chunk) [Debt](index=40&type=section&id=Debt) This section provides the company's total short-term and long-term debt and its composition as of June 30, 2025 Total Debt as of June 30, 2025 | Metric | Short-Term Debt ($) | Long-Term Debt ($) | Total Debt ($) | | :--------------------------- | :--------- | :--------- | :--------- | | Notes Payable, Net | $7,422,716 | $- | $7,422,716 | | Related Party Notes Payable | $616,883 | $950,738 | $1,567,621 | | Convertible Notes, Net | $22,467,583 | $- | $22,467,583 | | Finance Leases | $187,201 | $328,290 | $515,491 | | **Total Consolidated Debt, Net** | **$30,694,383** | **$1,279,028** | **$31,973,411** | [Contractual Obligations](index=40&type=section&id=Contractual%20Obligations) This section outlines the company's primary contractual obligations, including loans and management service agreements, which may significantly impact cash flow - The company's primary commitments include obligations under the aforementioned loans and other contractual commitments described in the management services agreements and operating agreements[180](index=180&type=chunk)[183](index=183&type=chunk) - These obligations include management fees, potential profit distributions, and potential put option prices payable to management, which take precedence over distributions to shareholders and could significantly reduce cash available for operations and investing activities[170](index=170&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) [Off-Balance Sheet Arrangements](index=40&type=section&id=Off-Balance%20Sheet%20Arrangements) This section states the company has no off-balance sheet arrangements with a material impact on its financial condition or operations - The company has no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on its financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources[180](index=180&type=chunk) [Critical Accounting Policies and Estimates](index=40&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section notes that financial statement preparation requires management estimates and assumptions, advising consultation of the annual report for detailed accounting policies - The preparation of the unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosures of contingent assets and liabilities[181](index=181&type=chunk) - These estimates are based on management's historical industry experience and various other assumptions believed to be reasonable under the circumstances, but actual results may differ from these estimates[181](index=181&type=chunk) - For accounting policies that management believes involve the most significant judgments and estimates, and that could have a material impact on the reported financial condition, results of operations, or cash flows, refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies" section in the annual report[182](index=182&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states the company has no quantitative and qualitative disclosures about market risk to report - Not applicable[184](index=184&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the assessment of disclosure controls and procedures, noting ineffectiveness due to material weaknesses, but affirming fair financial statement presentation and ongoing remediation - As of June 30, 2025, the company's disclosure controls and procedures were deemed ineffective due to material weaknesses described in the annual report[185](index=185&type=chunk) - Despite the identified material weaknesses, management, including the Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements included in this report fairly present the company's financial position, results of operations, and cash flows in all material respects in accordance with GAAP[185](index=185&type=chunk) - The company continued to implement remediation efforts during the second quarter of 2025, including increasing personnel resources and technical accounting expertise within the accounting function, engaging internal control consultants for financial reporting risk assessment and internal control system design, and preparing written documentation of internal control policies and procedures[189](index=189&type=chunk)[190](index=190&type=chunk) - Material weaknesses cannot be considered remediated until the related controls have operated for a sufficient period[189](index=189&type=chunk) [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company currently has no legal proceedings or claims identified that would materially adversely affect its business, financial condition, or results of operations - The company currently has no legal proceedings or claims identified that would materially adversely affect its business, financial condition, or results of operations[192](index=192&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) This section states that risk factors are not applicable to this quarterly report, advising consultation of the annual report for comprehensive risk discussion - Not applicable[193](index=193&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not make any previously undisclosed unregistered sales of equity securities or repurchase common stock during the three months ended June 30, 2025 - The company did not make any previously undisclosed unregistered sales of equity securities during the three months ended June 30, 2025[194](index=194&type=chunk) - The company did not repurchase any common stock during the three months ended June 30, 2025[195](index=195&type=chunk) [Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company did not experience any defaults upon senior securities during the reporting period - None[196](index=196&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Not applicable[197](index=197&type=chunk) [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) The company has no other information to disclose for the reporting period - None[198](index=198&type=chunk) [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of Form 10-Q, including organizational documents, share designations, warrant forms, and certifications - Exhibits include the Certificate of Incorporation, amendments to operating agreements, Series A, C, D, and F share designations, various warrant forms, and certifications from the Chief Executive Officer and Chief Financial Officer[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk)

Core Viewpoint - 1847 Holdings LLC is transitioning its common shares to the OTCQB® Venture Market to enhance trading access and visibility for shareholders following a delisting from NYSE American [1][2]. Company Performance - The company reported a revenue growth of over 380% in Q1 2025, significant gross profit expansion, and meaningful debt reduction through strategic initiatives, including the divestiture of High Mountain Door & Trim Inc. for approximately $17 million [2]. - The company reaffirms its 2025 guidance with expected revenue exceeding $45 million and net income of approximately $1.3 million, and anticipates revenue surpassing $60 million with net income rising to approximately $5.0 million in 2026 [2]. Strategic Initiatives - The company aims to strengthen its financial performance and balance sheet by acquiring, enhancing, and monetizing undervalued businesses, which is part of its disciplined approach to value creation [2][4]. - Following the delisting from NYSE American, the company plans to reapply for listing on a national securities exchange at an appropriate time as it continues to execute its strategy [2]. Company Background - 1847 Holdings LLC is a diversified acquisition holding company that focuses on identifying overlooked, deep-value investment opportunities in middle market businesses [1][4]. - The company believes that capital market inefficiencies have left many small business stakeholders with limited exit options, allowing 1847 Holdings to acquire businesses at reasonable multiples of cash flow [4].

[Form 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) This section details the Form 10-Q filing, registrant information, and NYSE American's delisting notification for common shares - Quarterly report for the period ended **March 31, 2025**[2](index=2&type=chunk) - Registrant: **1847 HOLDINGS LLC**, Delaware, Commission File Number: **001-41368**[2](index=2&type=chunk) - NYSE American notified the Company on **April 3, 2025**, of its determination to commence delisting proceedings for common shares (**EFSH**), with trading suspended; a review hearing is scheduled for **June 5, 2025**[3](index=3&type=chunk) Registrant Status | Status | Checkmark | | :--- | :--- | | Large accelerated filer | ☐ | | Accelerated filer | ☐ | | Non-accelerated filer | ☒ | | Smaller reporting company | ☒ | | Emerging growth company | ☐ | - As of **May 14, 2025**, there were **32,303,735** common shares issued and outstanding[5](index=5&type=chunk) [Table of Contents](index=2&type=section&id=TABLE%20OF%20CONTENTS) This section outlines the Form 10-Q structure, detailing items in Part I Financial Information and Part II Other Information - Report is structured into **PART I FINANCIAL INFORMATION** (Items 1-4) and **PART II OTHER INFORMATION** (Items 1-6)[7](index=7&type=chunk) [PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS.](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS.) This section presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, shareholders' deficit, cash flows, and notes - Includes unaudited condensed consolidated financial statements prepared in accordance with GAAP for interim financial information and Form 10-Q instructions[24](index=24&type=chunk) - December 31, 2024 balance sheet data derived from audited financial statements but without all GAAP disclosures[24](index=24&type=chunk) [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased from **$33.65 million** to **$32.31 million**, with liabilities decreasing and shareholders' deficit slightly improving Condensed Consolidated Balance Sheet Summary | Metric | March 31, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | $1,108,477 | $2,457,086 | | Total Current Assets | $11,736,683 | $12,630,493 | | Total Assets | $32,305,185 | $33,647,738 | | Total Current Liabilities | $122,761,892 | $124,558,252 | | Total Liabilities | $127,865,979 | $130,113,775 | | Total Shareholders' Deficit | $(95,560,794) | $(96,466,037) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net loss significantly reduced to **$(415,953)** from **$(10.36 million)**, driven by increased revenues and a gain on warrant liabilities Condensed Consolidated Statements of Operations (Three Months Ended March 31) | Metric | 2025 (Unaudited) ($) | 2024 (Unaudited) ($) | | :--- | :--- | :--- | | Revenues | $10,083,472 | $2,084,454 | | Total Operating Expenses | $10,182,094 | $5,252,487 | | Loss from Operations | $(98,622) | $(3,168,033) | | Total Other Income (Expense) | $(200,745) | $(7,527,076) | | Net Loss | $(415,953) | $(10,359,061) | | Net Loss Attributable to 1847 Holdings | $(403,101) | $(10,400,513) | | Loss Per Common Share (Basic and Diluted) | $(0.02) | $(70.17) | - Gain on change in fair value of warrant liabilities was **$3,669,798** in Q1 2025, compared to a loss of **$(1,902,200)** in Q1 2024[14](index=14&type=chunk) - Loss on extinguishment of debt increased to **$(2,301,198)** in Q1 2025 from **$(421,875)** in Q1 2024[14](index=14&type=chunk) [Condensed Consolidated Statements of Shareholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Deficit) Total shareholders' deficit decreased from **$(96.47 million)** to **$(95.56 million)**, influenced by share issuances and net loss Changes in Shareholders' Deficit (Three Months Ended March 31, 2025) | Item | Amount ($) | | :--- | :--- | | Balance at December 31, 2024 | $(96,466,037) | | Issuance of common shares upon conversion of convertible notes payable | $256,590 | | Issuance of series F preferred shares upon settlement of series A warrants | $1,138,332 | | Dividends – series A convertible preferred shares | $(8,755) | | Dividends – series C convertible preferred shares | $(12,369) | | Dividends – series D convertible preferred shares | $(52,602) | | Net loss | $(415,953) | | Balance at March 31, 2025 | $(95,560,794) | - Common shares outstanding increased from **25,400,386** at December 31, 2024, to **26,539,774** at March 31, 2025[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly improved to **$755,750**, while investing activities provided cash and financing activities used cash Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31) | Cash Flow Activity | 2025 (Unaudited) ($) | 2024 (Unaudited) ($) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $755,750 | $(3,542,690) | | Net cash provided by investing activities | $43,760 | $0 | | Net cash provided by (used in) financing activities | $(2,157,968) | $3,370,056 | | Net change in cash and cash equivalents from continuing operations | $(1,348,609) | $(456,318) | | Cash and cash equivalents from continuing operations at end of period | $2,467,445 | $153,864 | - Cash paid for interest decreased significantly from **$1,171,608** in Q1 2024 to **$9,267** in Q1 2025[21](index=21&type=chunk) - Issuance of common shares upon conversion of convertible notes payable was **$256,590** in Q1 2025, compared to **$1,261,193** in Q1 2024[22](index=22&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, significant events, financial instruments, discontinued operations, going concern, revenue disaggregation, and asset/liability breakdowns [NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION](index=10&type=section&id=NOTE%201%E2%80%94BASIS%20OF%20PRESENTATION%20AND%20OTHER%20INFORMATION) This note outlines GAAP-compliant financial statement preparation, classifies Wolo as discontinued operations, and discusses recent accounting pronouncements - Unaudited condensed consolidated financial statements prepared in accordance with GAAP for interim financial information and Form 10-Q instructions[24](index=24&type=chunk) - Company committed to a plan to sell Wolo Mfg. Corp. and Wolo Industrial Horn & Signal, Inc. (Automotive Supplies Segment) during Q1 2025, classifying them as assets held for sale and discontinued operations due to a strategic shift[25](index=25&type=chunk)[27](index=27&type=chunk) - Adopted ASU 2023-05 (Business Combinations—Joint Venture Formations) with no material impact[29](index=29&type=chunk) - Evaluating ASU 2023-09 (Income Taxes) and ASU 2024-03 (Income Statement – Expense Disaggregation) for future impact[31](index=31&type=chunk)[32](index=32&type=chunk) [NOTE 2—LIQUIDITY AND GOING CONCERN ASSESSMENT](index=11&type=section&id=NOTE%202%E2%80%94LIQUIDITY%20AND%20GOING%20CONCERN%20ASSESSMENT) Substantial doubt exists about the Company's going concern due to a **$111.03 million** working capital deficit and historical losses, despite management's financing plans Liquidity Position (March 31, 2025) | Metric | Amount ($) | | :--- | :--- | | Cash and cash equivalents | $1,108,477 | | Restricted cash | $1,358,968 | | Total working capital deficit | $(111,025,209) | | Operating loss (Q1 2025) | $(98,622) | | Cash flows provided by operating activities from continuing operations (Q1 2025) | $765,599 | - Company has generated operating losses since inception and relies on external financing; expects insufficient cash within 12 months without additional funding, raising substantial doubt about going concern[36](index=36&type=chunk) - Management plans to secure additional financing through debt and equity offerings, but success is not assured and is subject to market conditions and third-party reliance[40](index=40&type=chunk) [NOTE 3—DISCONTINUED OPERATIONS](index=12&type=section&id=NOTE%203%E2%80%94DISCONTINUED%20OPERATIONS) This note details discontinued operations including the planned sale of Wolo, the assignment of Asien's Appliance, and the sales of ICU Eyewear and High Mountain assets - Wolo (Automotive Supplies Segment) classified as held for sale and discontinued operations, with a sale expected in 2025[42](index=42&type=chunk) Wolo Assets and Liabilities Held for Sale | Metric | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total assets held for sale | $1,263,806 | $1,132,626 | | Total liabilities held for sale | $386,297 | $361,368 | | Total net assets held for sale | $877,509 | $771,258 | Wolo Results of Discontinued Operations (Three Months Ended March 31) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Revenues | $908,439 | $1,778,361 | | Total Operating Expenses | $990,932 | $1,842,789 | | Net loss from discontinued operations | $(188,586) | $(107,640) | - Asien's Appliance, Inc. entered into a general assignment for the benefit of creditors on **February 26, 2024**, with results reported as discontinued operations for Q1 2024[47](index=47&type=chunk) - ICU Eyewear, Inc. assets were sold via foreclosure on **August 5, 2024**, due to loan default, with results reported as discontinued operations for Q1 2024[51](index=51&type=chunk) - High Mountain Door & Trim Inc. assets were sold on **September 30, 2024**, for **$17,000,000** cash, with results reported as discontinued operations for Q1 2024[57](index=57&type=chunk) [NOTE 4—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING](index=20&type=section&id=NOTE%204%E2%80%94DISAGGREGATION%20OF%20REVENUES%20AND%20SEGMENT%20REPORTING) The Company now operates one reportable segment, Construction, with Q1 2025 revenues significantly increasing to **$10.08 million** due to the CMD acquisition - Company operates one reportable segment: Construction, providing finish carpentry and related products/services[62](index=62&type=chunk) Revenues by Product/Service (Three Months Ended March 31) | Revenue Category | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Cabinetry and millwork | $4,102,598 | $2,084,454 | | Doors, frames, hardware, and trim | $5,776,838 | $0 | | Specialty construction accessories | $204,036 | $0 | | Total revenues | $10,083,472 | $2,084,454 | Segment Operating Results (Three Months Ended March 31, 2025) | Segment | Revenues ($) | Operating Expenses ($) | Income (Loss) from Operations ($) | | :--- | :--- | :--- | :--- | | Construction | $10,083,472 | $9,732,350 | $351,122 | | Corporate Services | $0 | $449,744 | $(449,744) | | Total | $10,083,472 | $10,182,094 | $(98,622) | [NOTE 5—PROPERTY AND EQUIPMENT](index=21&type=section&id=NOTE%205%E2%80%94PROPERTY%20AND%20EQUIPMENT) Net property and equipment decreased from **$1.12 million** to **$1.02 million**, with Q1 2025 depreciation expense at **$109,607** Property and Equipment, Net | Category | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total property and equipment, net | $1,015,395 | $1,115,208 | - Depreciation expense for Q1 2025 was **$109,607**, compared to **$109,366** for Q1 2024[67](index=67&type=chunk) [NOTE 6—INTANGIBLE ASSETS](index=22&type=section&id=NOTE%206%E2%80%94INTANGIBLE%20ASSETS) Net intangible assets decreased from **$12.52 million** to **$12.28 million**, with amortization expense significantly increasing to **$241,783** Intangible Assets, Net | Category | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total intangible assets, net | $12,282,563 | $12,524,346 | - Amortization expense for Q1 2025 was **$241,783**, a substantial increase from **$62,744** in Q1 2024[70](index=70&type=chunk) Estimated Amortization Expense for Intangible Assets (as of March 31, 2025) | Year Ending December 31, | Amount ($) | | :--- | :--- | | 2025 (remaining) | $725,349 | | 2026 | $967,132 | | 2027 | $967,132 | | 2028 | $967,132 | | 2029 | $967,132 | | Thereafter | $7,688,686 | | Total estimated amortization expense | $12,282,563 | [NOTE 7—ACCOUNTS PAYABLE AND ACCRUED EXPENSES](index=22&type=section&id=NOTE%207%E2%80%94ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) Total accounts payable and accrued expenses increased by **$2.68 million** (**45.8%**) to **$8.53 million**, driven by trade payables and accrued interest Accounts Payable and Accrued Expenses | Category | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Trade accounts payable | $2,668,997 | $1,633,593 | | Accrued interest | $2,953,832 | $1,841,011 | | Total accounts payable and accrued expenses | $8,532,741 | $5,853,307 | [NOTE 8—LEASES](index=22&type=section&id=NOTE%208%E2%80%94LEASES) Operating lease assets and liabilities slightly decreased, while Q1 2025 rent expense significantly increased to **$225,201**, with lease maturities detailed - CMD Inc. entered a new three-year office lease in **February 2025**, adding **$97,379** to ROU asset and liability[73](index=73&type=chunk) Operating Lease Liabilities | Metric | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Operating lease right-of-use assets | $1,920,569 | $1,964,276 | | Total operating lease liabilities | $1,974,025 | $2,017,604 | | Weighted-average remaining lease term (months) | 48 | 50 | | Weighted-average discount rate | 14.38% | 14.17% | - Rent expense for Q1 2025 was **$225,201**, up from **$111,077** in Q1 2024[75](index=75&type=chunk) Maturities of Operating Lease Liabilities (as of March 31, 2025) | Year Ending December 31, | Amount ($) | | :--- | :--- | | 2025 (remaining) | $605,459 | | 2026 | $581,006 | | 2027 | $509,551 | | 2028 | $465,881 | | 2029 | $472,714 | | Total operating lease liabilities | $1,974,025 | Maturities of Finance Lease Liabilities (as of March 31, 2025) | Year Ending December 31, | Amount ($) | | :--- | :--- | | 2025 (remaining) | $158,499 | | 2026 | $211,332 | | 2027 | $210,042 | | 2028 | $28,833 | | Total finance lease liabilities | $560,679 | [NOTE 9—FAIR VALUE MEASUREMENTS](index=24&type=section&id=NOTE%209%E2%80%94FAIR%20VALUE%20MEASUREMENTS) Recurring fair value measurements, primarily Level 3 warrant and derivative liabilities, show warrant liabilities decreasing to **$81.91 million** due to a fair value gain Recurring Fair Value Measurements (March 31, 2025) | Description | Level 3 ($) | Total ($) | | :--- | :--- | :--- | | Derivative liabilities | $220,000 | $220,000 | | Warrant liabilities | $81,913,890 | $81,913,890 | | Total | $82,133,890 | $82,133,890 | - Gain on change in fair value of warrant liabilities was **$3,669,798** for Q1 2025[80](index=80&type=chunk) - Loss on change in fair value of derivative liabilities was **$35,000** for Q1 2025[80](index=80&type=chunk) [NOTE 10—NOTES PAYABLE](index=24&type=section&id=NOTE%2010%E2%80%94NOTES%20PAYABLE) Total notes payable, net, decreased to **$7.19 million**, with a significant amendment to the 20% OID subordinated promissory note incurring a **$1.36 million** fee Notes Payable, Net | Category | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total notes payable, net | $7,186,674 | $7,794,441 | | Current portion of notes payable, net | $7,185,266 | $7,785,911 | | Notes payable, net of current portion | $1,408 | $8,530 | - 20% OID subordinated promissory note amended on **March 31, 2025**, extending maturity to **November 7, 2025**, and incurring a **$1,358,966** amendment fee recognized as a loss on extinguishment of debt[82](index=82&type=chunk) - Outstanding principal balance of 20% OID subordinated promissory note was **$4,076,898** as of **March 31, 2025**[83](index=83&type=chunk) [NOTE 11—SHAREHOLDERS' DEFICIT](index=25&type=section&id=NOTE%2011%E2%80%94SHAREHOLDERS'%20DEFICIT) This note details changes in shareholders' deficit, including accrued preferred dividends, the establishment of Series F preferred shares, and warrant term adjustments - Accrued dividends for Series A, C, and D senior convertible preferred shares totaled **$8,755**, **$12,369**, and **$52,602**, respectively, for Q1 2025[86](index=86&type=chunk)[88](index=88&type=chunk)[90](index=90&type=chunk) - Series F convertible preferred shares established on **March 25, 2025**, with **1,027** shares issued (stated value **$1,000/share**) upon exchange for Series A warrants[91](index=91&type=chunk)[98](index=98&type=chunk) - Series F preferred shares rank senior to common, allocation, Series C, and Series D shares, on parity with other non-subordinated shares, and junior to Series A preferred shares and all indebtedness[91](index=91&type=chunk) - Conversion price for Series F preferred shares is **$0.1549** per share, subject to adjustments, with a conversion limit of **5,385,291** common shares (**19.99%** of outstanding common shares) prior to shareholder approval[96](index=96&type=chunk) - Issuance of **1,139,388** common shares upon conversion of a convertible promissory note, totaling **$256,590**, during Q1 2025[102](index=102&type=chunk) - Exercise price of Series A and Series B warrants (issued Oct 31, 2024) reduced on **March 11, 2025**, from **$1.50** to **$0.81** and **$0.54**, respectively, proportionally increasing warrant numbers[104](index=104&type=chunk) Changes in Warrants Outstanding (Three Months Ended March 31, 2025) | Metric | Warrants (Shares) | Weighted Average Exercise Price ($) | | :--- | :--- | :--- | | Outstanding at December 31, 2024 | 138,639,165 | $0.61 | | Warrant adjustment | 26,602,249 | $0.54 | | Settlement | (632,990) | $(0.81) | | Outstanding at March 31, 2025 | 164,608,424 | $0.51 | [NOTE 12—SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%2012%E2%80%94SUBSEQUENT%20EVENTS) On **April 2, 2025**, the CMD Purchase Agreement was amended, waiving the working capital adjustment and confirming no purchase price adjustment was due - Amendment No. 3 to CMD Purchase Agreement on **April 2, 2025**, waived working capital adjustment provision and confirmed no purchase price adjustment was due[107](index=107&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.](index=28&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) Management discusses the Company's financial condition, results of operations, acquisition strategy, segment performance, and liquidity, including forward-looking statements [Overview](index=29&type=section&id=Overview) 1847 Holdings LLC is an acquisition holding company focused on acquiring and growing small North American businesses, including recent acquisitions like CMD - Company is an acquisition holding company focused on small businesses (enterprise value < **$50 million**) in North America[116](index=116&type=chunk) - Acquired Kyle's Custom Wood Shop (custom cabinetry) in **2020**, Wolo (horn and safety products, now held for sale) in **2021**, Innovative Cabinets (custom cabinetry and countertops) in **2021**, and CMD (finish carpentry and related services) in **2024**[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - Strategy involves acquiring controlling interests in businesses with long-term growth, positive/stable earnings, minimal obsolescence threats, and strong management, then improving them through organic growth, add-on acquisitions, and operational improvements[122](index=122&type=chunk) [Management Fees](index=30&type=section&id=Management%20Fees) The Company pays its manager a quarterly parent management fee of **0.5%** of adjusted net assets, with Q1 2025 consolidated fees totaling **$275,000** - Parent management fee is **0.5%** of adjusted net assets quarterly, reduced by offsetting management fees from subsidiaries[124](index=124&type=chunk) - 1847 Cabinet expensed **$125,000** in management fees for Q1 2025 and 2024[125](index=125&type=chunk) - 1847 Wolo expensed **$75,000** in management fees for Q1 2025 and 2024 (included in discontinued operations)[126](index=126&type=chunk) - 1847 CMD expensed **$75,000** in management fees for Q1 2025[128](index=128&type=chunk) Consolidated Management Fees (Three Months Ended March 31) | Category | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | From continuing operations | $200,000 | $83,333 | | From discontinued operations | $75,000 | $241,667 | [Segments](index=30&type=section&id=Segments) The Company now operates one reportable segment, Construction, with Corporate Services handling executive management and public company costs - One reportable segment: Construction, providing finish carpentry and related products and services[131](index=131&type=chunk) - Corporate Services segment includes costs for executive management, financing activities, and other public company-related costs[132](index=132&type=chunk) [Discontinued Operations](index=31&type=section&id=Discontinued%20Operations) This section reiterates details of discontinued operations, including the sales of ICU Eyewear and High Mountain assets, and the planned sale of Wolo - ICU Eyewear assets sold via foreclosure on **August 5, 2024**, due to loan default; results reported as discontinued operations for Q1 2024[134](index=134&type=chunk) - High Mountain assets sold on **September 30, 2024**, for **$17,000,000** cash; results reported as discontinued operations for Q1 2024[135](index=135&type=chunk) - Wolo (Automotive Supplies Segment) committed for sale in Q1 2025, with results reported as discontinued operations for Q1 2025 and 2024[136](index=136&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Q1 2025 revenues increased by **383.7%** to **$10.08 million**, significantly reducing loss from operations to **$(98,622)** and net loss from continuing operations to **$(227,367)** Key Components of Continuing Operations (Three Months Ended March 31) | Metric | 2025 Amount ($) | 2025 % of Revenues (%) | 2024 Amount ($) | 2024 % of Revenues (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $10,083,472 | 100.0% | $2,084,454 | 100.0% | | Cost of revenues | $4,874,990 | 48.3% | $1,182,699 | 56.7% | | Personnel | $1,748,240 | 17.3% | $910,591 | 43.7% | | Depreciation and amortization | $351,390 | 3.5% | $172,110 | 8.3% | | General and administrative | $1,108,912 | 11.0% | $441,898 | 21.2% | | Professional fees | $2,098,562 | 20.8% | $2,545,189 | 122.1% | | Loss from operations | $(98,622) | (1.0)% | $(3,168,033) | (152.0)% | | Net loss from continuing operations | $(227,367) | (2.3)% | $(10,606,109) | (508.8)% | - Revenues increased by **$7,999,018** (**383.7%**) to **$10,083,472** in Q1 2025, primarily due to the CMD acquisition (**$8,221,120** contribution)[139](index=139&type=chunk) - Cost of revenues increased by **$3,692,291** (**312.2%**) to **$4,874,990** in Q1 2025, mainly from CMD acquisition (**$3,898,835** contribution); as a percentage of revenues, it decreased from **56.7%** to **48.3%**[140](index=140&type=chunk) - Total other expense, net, significantly decreased to **$(200,745)** in Q1 2025 from **$(7,527,076)** in Q1 2024, driven by a gain on change in fair value of warrant liabilities[145](index=145&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) As of **March 31, 2025**, cash and cash equivalents were **$1.11 million**, with management planning additional financing and cost controls to address liquidity and going concern - As of **March 31, 2025**, cash and cash equivalents were **$1,108,477**, and restricted cash was **$1,358,968**[148](index=148&type=chunk) - Management plans to secure additional bank lines of credit and obtain additional financing through debt or equity transactions, alongside tight cost controls[149](index=149&type=chunk) - The Company's ability to continue as a going concern is dependent on successfully implementing these plans and achieving profitable operations[150](index=150&type=chunk) - Primary use of funds includes future acquisitions, public company expenses, distributions to shareholders, payments to the manager (management fee, profit allocation, potential put price), which are senior to shareholder distributions[152](index=152&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) [Summary of Cash Flow](index=34&type=section&id=Summary%20of%20Cash%20Flow) Net cash from operating activities significantly improved to **$765,599**, while investing activities provided cash and financing activities used cash due to repayments Net Cash Flows from Continuing Operations (Three Months Ended March 31) | Cash Flow Activity | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $765,599 | $(3,920,506) | | Net cash provided by investing activities | $43,760 | $0 | | Net cash provided by (used in) financing activities | $(2,157,968) | $3,464,188 | | Net change in cash and cash equivalents and restricted cash | $(1,348,609) | $(456,318) | | Cash and cash equivalents and restricted cash at end of period | $2,467,445 | $153,864 | - Increase in net cash from operating activities primarily due to decreased net loss and increased accounts payable and accrued expenses, offset by decreased contract assets[156](index=156&type=chunk) - Decrease in net cash from financing activities primarily due to no debt or equity offerings and repayments of notes payable in Q1 2025[158](index=158&type=chunk) [Debt](index=34&type=section&id=Debt) As of **March 31, 2025**, total combined debt, net, was **$30.48 million**, with **$30.10 million** classified as short-term Total Debt (as of March 31, 2025) | Category | Short-Term ($) | Long-Term ($) | Total Debt ($) | | :--- | :--- | :--- | :--- | | Notes Payable, net | $7,185,266 | $1,408 | $7,186,674 | | Related Party Promissory Note | $578,290 | $0 | $578,290 | | Convertible Notes Payable, net | $22,152,424 | $0 | $22,152,424 | | Finance Leases | $184,605 | $376,074 | $560,679 | | Total combined debt, net | $30,100,585 | $377,482 | $30,478,067 | [Contractual Obligations](index=35&type=section&id=Contractual%20Obligations) Principal commitments include loan obligations and contractual commitments with the manager, covering management fees, profit allocations, and a put provision - Principal commitments include obligations under loans and contractual commitments with the manager[161](index=161&type=chunk) - Agreements with manager cover management fees, profit allocations, and a supplemental put provision for allocation shares[166](index=166&type=chunk) - Management fees, profit allocation, and potential put price are significant cash obligations paid before distributions to shareholders[152](index=152&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) [Off-Balance Sheet Arrangements](index=35&type=section&id=Off-Balance%20Sheet%20Arrangements) The Company has no off-balance sheet arrangements with a material current or future effect on its financial condition or results - No off-balance sheet arrangements that are material or reasonably likely to have a material effect on financial condition or results[161](index=161&type=chunk) [Critical Accounting Policies and Estimates](index=35&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Financial statements require management estimates and assumptions based on historical experience, with detailed policies available in the Annual Report on Form 10-K - Financial statements require management estimates and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses[162](index=162&type=chunk) - Estimates are based on historical industry experience and other reasonable assumptions; actual results may differ[162](index=162&type=chunk) - Detailed critical accounting policies are described in Item 7 of the Annual Report on Form 10-K[163](index=163&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.](index=35&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) This section confirms no quantitative and qualitative disclosures about market risk are applicable for the reporting period - Not applicable[164](index=164&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES.](index=35&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES.) Disclosure controls were ineffective as of **March 31, 2025**, due to material weaknesses, with ongoing remediation efforts including increased accounting expertise [Evaluation of Disclosure Controls and Procedures](index=35&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Disclosure controls were ineffective as of **March 31, 2025**, due to material weaknesses, though management believes financial statements are fairly presented - Disclosure controls and procedures were not effective as of **March 31, 2025**, due to material weaknesses described in Item 9A of the Annual Report[165](index=165&type=chunk) - Management believes the consolidated financial statements in this report fairly represent the Company's financial condition, results of operations, and cash flows[165](index=165&type=chunk) [Changes in Internal Control Over Financial Reporting](index=36&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred, apart from ongoing remedial actions to address identified material weaknesses - No material changes in internal control over financial reporting during the period, other than remedial changes[168](index=168&type=chunk) - Remedial procedures include increasing personnel resources and technical accounting expertise, engaging internal control consultants, and preparing written documentation of internal control policies[170](index=170&type=chunk)[171](index=171&type=chunk) - Material weaknesses cannot be considered remediated until relevant controls operate for a sufficient period[170](index=170&type=chunk) [PART II OTHER INFORMATION](index=37&type=section&id=PART%20II%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS.](index=37&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS.) The Company is unaware of any legal proceedings or claims expected to have a material adverse effect on its business or financial condition - No legal proceedings or claims are currently known to have a material adverse effect on the Company's business, financial condition, or operating results[173](index=173&type=chunk) [ITEM 1A. RISK FACTORS.](index=37&type=section&id=ITEM%201A.%20RISK%20FACTORS.) This section is not applicable for this quarterly report, as risk factors are typically detailed in the Annual Report on Form 10-K - Not applicable[174](index=174&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.](index=37&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) The Company did not engage in unregistered sales of equity securities or repurchase common shares during the three months ended **March 31, 2025** - No unregistered sales of equity securities not previously disclosed in a Form 8-K during Q1 2025[175](index=175&type=chunk) - No common shares repurchased during Q1 2025[176](index=176&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES.](index=37&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES.) The Company reported no defaults upon senior securities for the period - None[177](index=177&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES.](index=37&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) This section is not applicable to the Company - Not applicable[178](index=178&type=chunk) [ITEM 5. OTHER INFORMATION.](index=37&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) No other information is reported in this section for the period - None[179](index=179&type=chunk) [ITEM 6. EXHIBITS.](index=37&type=section&id=ITEM%206.%20EXHIBITS.) This section lists all exhibits filed with the Form 10-Q, including organizational documents, share designations, warrant forms, and certifications - Lists various exhibits, including Certificate of Formation, Operating Agreement amendments, Share Designations (Series A, C, D, F Preferred Shares), and Common Share Purchase Warrants[180](index=180&type=chunk)[181](index=181&type=chunk) - Includes certifications of Principal Executive Officer and Principal Financial and Accounting Officer (Sections 302 and 906 of Sarbanes-Oxley Act)[181](index=181&type=chunk)

[FORM 8-K Filing Details](index=1&type=section&id=FORM%208-K%20Filing%20Details) This section details the registrant's identification, contact information, and the current status of its securities, including delisting proceedings [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides the essential identification and contact details for 1847 Holdings LLC, the entity filing this Form 8-K Registrant Details | Detail | Value | | :--- | :--- | | **Registrant Name** | 1847 Holdings LLC | | **Date of Report** | May 15, 2025 | | **Jurisdiction** | Delaware | | **Commission File Number** | 001-41368 | | **IRS Employer Identification No.** | 38-3922937 | | **Principal Executive Offices** | 260 Madison Avenue, 8th Floor, New York, NY 10016 | | **Telephone Number** | (212) 417-9800 | [Securities Registration and Delisting Status](index=1&type=section&id=Securities%20Registration%20and%20Delisting%20Status) The Company's common shares (EFSH) are registered on NYSE American LLC, but the exchange has initiated delisting proceedings, leading to a suspension of trading and a scheduled review hearing Securities Status | Detail | Value | | :--- | :--- | | **Class of Securities** | Common Shares | | **Trading Symbol** | EFSH | | **Exchange Registered** | NYSE American LLC | | **Delisting Notification Date** | April 3, 2025 | | **Trading Suspension Date** | April 3, 2025 | | **Delisting Review Hearing Date** | June 5, 2025 | - Trading of the Company's common shares remains suspended pending the outcome of the delisting review. If upheld, NYSE American will file a Form 25 with the SEC to delist the shares, with deregistration effective 90 days or less thereafter[4](index=4&type=chunk) [Results of Operations and Financial Condition](index=3&type=section&id=Results%20of%20Operations%20and%20Financial%20Condition) This section announces the company's financial results for the quarter ended March 31, 2025, as detailed in an accompanying press release [Quarterly Financial Results Announcement](index=3&type=section&id=Quarterly%20Financial%20Results%20Announcement) 1847 Holdings LLC announced its financial results for the quarter ended March 31, 2025, through a press release issued on May 15, 2025, which is furnished as Exhibit 99.1 to this report - A press release regarding financial results for the quarter ended March 31, 2025, was issued on May 15, 2025[7](index=7&type=chunk) - The press release is furnished as Exhibit 99.1 to this report[7](index=7&type=chunk) - Information furnished under Item 2.02, including Exhibit 99.1, is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934 and is not subject to the liabilities of that section, nor is it incorporated by reference into other filings unless expressly stated[8](index=8&type=chunk) [Exhibits and Signatures](index=3&type=section&id=Exhibits%20and%20Signatures) This section lists all exhibits accompanying the Form 8-K filing and includes the formal certification signature [Exhibits Filed](index=3&type=section&id=Exhibits%20Filed) This section lists the documents officially submitted as part of this Form 8-K filing Filed Exhibits | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Press Release issued on May 15, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=4&type=section&id=Signatures) This section formally certifies that the report has been duly signed on behalf of 1847 Holdings LLC by an authorized officer - The report was signed on May 15, 2025, by Ellery W. Roberts, Chief Executive Officer of 1847 Holdings LLC[12](index=12&type=chunk)

[Company Overview and Strategic Highlights](index=1&type=section&id=Company%20Overview%20and%20Strategic%20Highlights) 1847 Holdings experienced a transformative 2024 with strategic acquisitions, significant financial growth, and portfolio refinements [CEO Commentary and Strategic Direction](index=1&type=section&id=CEO%20Commentary%20and%20Strategic%20Direction) CEO Roberts highlighted 2024 as transformative, driven by the CMD acquisition and financial growth, with strategic sales planned for Wolo and CMD - 2024 was a transformative year for 1847 Holdings, marked by strategic initiatives and **significant financial growth**[4](index=4&type=chunk) - The company completed the acquisition of CMD, which reported strong pro forma revenues of **$30.8 million** for 2024, a **13.5% increase**, with gross profit up **25.9%** and net income up **28.9%**[4](index=4&type=chunk) - 1847 Holdings is exploring strategic sales for Wolo and strategic alternatives for CMD due to significant inbound interest, aiming to unlock substantial value for shareholders[10](index=10&type=chunk) [2024 Operational Achievements and Portfolio Management](index=1&type=section&id=2024%20Operational%20Achievements%20and%20Subsequent%20Events) 2024 operational achievements include the CMD acquisition, strategic sale of High Mountain for $17 million, ICU Eyewear disposition, and Wolo sale engagement - Completed the acquisition of CMD, a Las Vegas-based cabinetry, millwork, and door manufacturer[5](index=5&type=chunk) - Sold High Mountain Door & Trim Inc. for approximately **$17 million**, more than double the original purchase price, valuing the business at nearly **seven times adjusted EBITDA**[5](index=5&type=chunk)[6](index=6&type=chunk) - Disposed of ICU Eyewear, eliminating **$4.5 million** of net liabilities from the balance sheet[5](index=5&type=chunk) - Engaged Two Roads Advisors to facilitate the sale of Wolo Mfg. Corp[5](index=5&type=chunk) [Financial Performance Analysis](index=1&type=section&id=Financial%20Performance%20Analysis) 1847 Holdings saw 10.7% revenue growth and 18.6% gross profit increase, yet incurred a net loss from non-cash warrant liabilities [Key Financial Highlights from Continuing Operations](index=1&type=section&id=Key%20Financial%20Highlights%20from%20Continuing%20Operations) 1847 Holdings saw a 10.7% revenue increase to $15.7 million and an 18.6% gross profit increase to $7.8 million in 2024 Key Financial Highlights | Metric | 2024 (USD) | 2023 (USD) | YoY Change | | :----- | :--------- | :--------- | :--------- | | Total Revenue | $15.7M | $14.2M | +10.7% | | Gross Profit | $7.8M | $6.6M | +18.6% | | Gross Margin | 49.5% | 46.2% | +330 bps | [Detailed Consolidated Financial Results](index=3&type=section&id=2024%20Financial%20Highlights) Total revenues increased to $15.7 million, but a net loss of $106.8 million was reported, primarily due to increased other expenses from warrant liabilities Consolidated Financial Results | Metric | 2024 (USD) | 2023 (USD) | YoY Change | | :-------------------------------- | :--------- | :--------- | :--------- | | Total Revenues | $15,710,330 | $14,190,135 | +10.7% | | Total Cost of Revenues | $7,937,588 | $7,637,496 | +3.9% | | Total Operating Expenses | $27,708,574 | $29,896,962 | -7.3% | | Loss from Operations | $(11,998,244) | $(15,706,827) | -23.6% | | Total Other Expense, Net | $95,508,010 | $8,490,576 | +1024.9% | | Net Loss from Continuing Operations | $(106,804,254) | $(23,988,403) | +345.3% | - The significant increase in Total Other Expense, Net was primarily driven by a **$77,638,662 loss** on change in fair value of warrant liabilities[15](index=15&type=chunk) [Segment Performance](index=3&type=section&id=Segment%20Performance) Construction segment revenue grew 24.1% to $11.96 million, while automotive supplies declined 17.6% to $3.75 million due to inventory constraints Segment Revenue Performance | Segment | 2024 Revenue (USD) | 2023 Revenue (USD) | YoY Change | Primary Reason | | :------------------ | :----------------- | :----------------- | :--------- | :------------- | | Construction | $11,960,884 | $9,639,549 | +24.1% | Increase in new multi-family projects and average customer contract value | | Automotive Supplies | $3,749,446 | $4,550,586 | -17.6% | Working capital constraints on inventory | - Cost of revenues for the construction segment increased by **21.3%** to **$5,439,723**, while for the automotive supplies segment, it decreased by **20.8%** to **$2,497,865**[18](index=18&type=chunk) [Non-GAAP Financial Measures: EBITDA and Adjusted EBITDA](index=3&type=section&id=EBITDA%20and%20Adjusted%20EBITDA) Adjusted EBITDA loss improved slightly to $3.31 million in FY 2024, used by management to assess operating performance excluding non-cash items EBITDA and Adjusted EBITDA Reconciliation | Metric | 2024 (USD) | 2023 (USD) | | :-------------------------------- | :--------- | :--------- | | Net loss from continuing operations | $(106,804,254) | $(23,988,403) | | EBITDA | $(102,588,372) | $(18,406,914) | | Adjusted EBITDA | $(3,309,879) | $(3,455,112) | - Adjusted EBITDA improved slightly from a loss of **$3,455,112** in FY 2023 to a loss of **$3,309,879** in FY 2024[16](index=16&type=chunk)[20](index=20&type=chunk) - Adjusted EBITDA excludes items such as loss on change in fair value of warrant liabilities, amortization of debt discounts, and impairments of goodwill and intangible assets[19](index=19&type=chunk) [Impact of Non-Cash and One-Time Items on Net Loss](index=2&type=section&id=Impact%20of%20Non-Cash%20and%20One-Time%20Items%20on%20Net%20Loss) A significant net loss portion stems from non-cash, one-time items, primarily the change in fair value of warrant liabilities due to their variable features - A significant portion of the net loss is driven by non-cash and one-time items, primarily the change in fair value of warrant liabilities[7](index=7&type=chunk) - Warrant liabilities are classified as such and remeasured at fair value due to features allowing exercise price decreases and share increases upon certain events, and an alternative cashless exercise option[7](index=7&type=chunk) - Excluding these non-cash charges, the company's core performance remains in line with long-term objectives[8](index=8&type=chunk) [Future Outlook and Projections](index=2&type=section&id=Future%20Outlook%20and%20Projections) 1847 Holdings projects a return to net income in 2025, anticipating $1.3 million net income and over $45 million revenue, with accelerated growth in 2026 Future Financial Projections | Metric | 2025 Projection (USD) | 2026 Projection (USD) | | :----- | :-------------------- | :-------------------- | | Net Income | ~$1.3 million | ~$5.0 million | | Revenue | >$45 million | >$60 million | - The company expects to achieve profitability milestones in 2025 and accelerate in 2026, underscoring the success of its strategic vision and disciplined execution[9](index=9&type=chunk) - Future growth is supported by a strong pipeline of acquisition opportunities and a relentless focus on high-margin, scalable businesses[9](index=9&type=chunk) [Corporate Information and Disclosures](index=3&type=section&id=Corporate%20Information%20and%20Disclosures) This section covers 1847 Holdings' investment thesis, regulatory disclosures including going concern, forward-looking statements, and investor contacts [About 1847 Holdings LLC](index=4&type=section&id=About%201847%20Holdings%20LLC) 1847 Holdings LLC is a publicly traded acquisition holding company focused on acquiring, strengthening, and monetizing overlooked deep-value businesses - 1847 Holdings LLC is a publicly traded diversified acquisition holding company specializing in identifying over-looked, deep value investment opportunities in middle market businesses[21](index=21&type=chunk) - The company's investment thesis involves acquiring businesses at reasonable multiples, deploying resources to strengthen their infrastructure and systems, and then potentially selling, IPOing, or holding them to contribute to shareholder dividends[21](index=21&type=chunk) [Going Concern Disclosure](index=3&type=section&id=Going%20Concern%20Disclosure) The FY 2024 audited financial statements will include a going concern qualification, as required by NYSE American Company Guide sections - The audited consolidated financial statements for FY 2024 will contain an audit report with a 'going concern' qualification[17](index=17&type=chunk) - This disclosure is made pursuant to NYSE American Company Guide Sections 401(h) and 610(b)[17](index=17&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This press release contains forward-looking statements based on management's expectations, subject to risks and uncertainties that may cause actual results to differ - The press release contains forward-looking statements based on management's beliefs, assumptions, and expectations of future economic performance[23](index=23&type=chunk) - These statements are subject to factors, risks, and uncertainties that may cause actual results, performance, or financial condition to differ materially from expectations[23](index=23&type=chunk) [Contact Information](index=4&type=section&id=Contact) Investor relations inquiries for 1847 Holdings LLC can be directed to Crescendo Communications, LLC - Contact Crescendo Communications, LLC for investor inquiries at Tel: **+1 (212) 671-1020** or Email: **EFSH@crescendo-ir.com**[25](index=25&type=chunk)

PART I [ITEM 1. Business](index=5&type=section&id=ITEM%201.%20BUSINESS%2E) 1847 Holdings LLC acquires and manages small North American businesses, focusing on organic growth and add-on acquisitions in Construction and Automotive Supplies - 1847 Holdings LLC is an acquisition holding company focused on acquiring and managing small businesses (enterprise value < **$50 million**) in various industries across North America[19](index=19&type=chunk) - The company's strategy involves acquiring controlling interests in businesses with long-term macroeconomic growth opportunities, positive and stable earnings/cash flows, minimal obsolescence threats, and strong management teams[21](index=21&type=chunk) - Acquisition strategy targets capital-light businesses in niche geographical markets with competitive advantages, specifically in business services, consumer services, consumer products, consumable industrial products, industrial services, niche light manufacturing, distribution, alternative/specialty finance, and select specialty retail[33](index=33&type=chunk) - The company aims to limit external acquisition leverage, with debt not exceeding the market value of acquired assets and a debt to EBITDA ratio not exceeding **1.25x to 1** for operating subsidiaries[27](index=27&type=chunk) - As of December 31, 2024, the company had **6 full-time employees** (excluding operating subsidiaries)[59](index=59&type=chunk) - The company is classified as a partnership for U.S. federal income tax purposes, meaning shareholders are taxed on their allocable share of income, not the company itself[62](index=62&type=chunk) - The Construction business segment accounted for approximately **76.1% of total revenues in 2024**, up from 67.9% in 2023[146](index=146&type=chunk) - The Automotive Supplies business segment accounted for approximately **23.9% of total revenues in 2024**, down from 32.1% in 2023[176](index=176&type=chunk) [ITEM 1A. Risk Factors](index=34&type=section&id=ITEM%201A.%20RISK%20FACTORS%2E) The company faces significant risks including going concern, acquisition integration, competition, and operational challenges in its construction and automotive segments - Auditors issued a going concern opinion due to recurring losses, negative cash flows, and a working capital deficit of **$111,927,759** as of December 31, 2024[216](index=216&type=chunk)[219](index=219&type=chunk) - The company's ability to realize anticipated benefits from acquisitions depends on successful integration, which is complex, costly, and time-consuming[220](index=220&type=chunk) - The construction business is highly dependent on U.S. home improvement, repair, remodel, and new home construction activity, making it vulnerable to housing market fluctuations and interest rate changes[242](index=242&type=chunk)[243](index=243&type=chunk) - The automotive supply business is highly dependent on key suppliers, with **52.0% of purchases in 2024** and **81.3% in 2023** from five third-party vendors, primarily in China and Taiwan, exposing it to supply chain disruptions and geopolitical risks[263](index=263&type=chunk)[266](index=266&type=chunk)[270](index=270&type=chunk) - The management fee and profit allocation to the manager are significant cash obligations, senior to shareholder distributions, and may induce decisions not optimal for long-term business performance[322](index=322&type=chunk)[326](index=326&type=chunk) - Shareholders are subject to U.S. federal income taxation on their allocable share of taxable income, even if no cash distributions are received, due to the company's partnership classification[328](index=328&type=chunk)[329](index=329&type=chunk) [ITEM 1B. Unresolved Staff Comments](index=59&type=section&id=ITEM%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the SEC - No unresolved staff comments are applicable to the company[360](index=360&type=chunk) [ITEM 1C. Cybersecurity](index=60&type=section&id=ITEM%201C.%20Cybersecurity) The company integrates cybersecurity risk management, engaging third-party experts and escalating significant matters to the board - Cybersecurity risk management is integrated into overall risk management processes, with continuous evaluation and alignment with business objectives[363](index=363&type=chunk) - The company plans to engage external experts (consultants, auditors) for evaluating and testing risk management systems, including annual audits and ongoing threat assessments[364](index=364&type=chunk) - Management is responsible for assessing, monitoring, and managing cybersecurity risks, ensuring industry-standard measures, and overseeing an incident response plan[368](index=368&type=chunk)[369](index=369&type=chunk) - As of the report date, the company has not encountered cybersecurity challenges that have materially affected its business strategy, results of operations, or financial condition[366](index=366&type=chunk) [ITEM 2. Properties](index=61&type=section&id=ITEM%202.%20Properties) The company and its subsidiaries lease office, production, and warehouse facilities across New York, Idaho, and Nevada, which are adequately maintained - The company's principal office is in New York, NY, leased from Regus Management Group, LLC for **$210 per month**[371](index=371&type=chunk) - Subsidiaries lease facilities in Boise, ID (Kyle's - **6,600 sq ft** and **9,530 sq ft**), Reno, NV (Innovative Cabinets - **24,000 sq ft**), Las Vegas, NV (CMD - **15,000 sq ft** and **15,288 sq ft**), and Deer Park, NY (Wolo - **10,000 sq ft**)[372](index=372&type=chunk)[373](index=373&type=chunk)[374](index=374&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk) - Lease terms vary, typically **5 years** with renewal options, and include base rent plus responsibility for taxes, insurance, and operating costs[372](index=372&type=chunk)[373](index=373&type=chunk)[374](index=374&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk) [ITEM 3. Legal Proceedings](index=61&type=section&id=ITEM%203.%20Legal%20Proceedings) The company is not aware of any legal proceedings or claims expected to materially affect its business or financial condition - The company is not currently aware of any legal proceedings or claims that are believed to have a material adverse effect on its business, financial condition, or operating results[379](index=379&type=chunk) [ITEM 4. Mine Safety Disclosures](index=61&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) The company has no disclosures related to mine safety - Mine Safety Disclosures are not applicable to the company[380](index=380&type=chunk) PART II [ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=62&type=section&id=ITEM%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities%2E) Common shares are listed on NYSE American, with preferred share dividend policies and plans for common share distributions based on cash flow - Common shares are listed on NYSE American under the symbol **"EFSH"**[382](index=382&type=chunk) - As of March 28, 2025, there were approximately **86 shareholders of record**[382](index=382&type=chunk) Preferred Share Dividend Rights | Share Class | Dividend Rate (per annum) | Stated Value | Payment Term | | :---------- | :------------------------ | :----------- | :----------- | | Series A | **24.0%** | **$2.42/share** | Quarterly (cash or common shares) | | Series C | **6.0%** | **$10.00/share** | Upon conversion or liquidation | | Series D | **10.0%** | **$0.339/share** | Upon conversion or liquidation | - The company plans to make regular distributions on common shares, subject to sufficient cash flow from operating subsidiaries and board approval, aiming to increase distributions over time[386](index=386&type=chunk)[387](index=387&type=chunk) - No repurchases of common shares were made during the fourth quarter of 2024[390](index=390&type=chunk) [ITEM 6. [Reserved]](index=63&type=section&id=ITEM%206.%20%5BReserved%5D) This item is reserved and contains no information [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=63&type=section&id=ITEM%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a significant net loss in 2024, driven by warrant liabilities, and faces liquidity challenges despite revenue growth in construction - Authorized common shares increased from **500 million to 2 billion** on March 11, 2025[395](index=395&type=chunk)[1012](index=1012&type=chunk) - A warrant exchange on March 25, 2025, converted remaining Series A warrants and exercised shares into **1,027 Series F convertible preferred shares**[397](index=397&type=chunk)[1017](index=1017&type=chunk) Management Fees Expensed (Consolidated) | Year | From Continued Operations

Core Viewpoint - 1847 Holdings has engaged Two Roads Advisors to assist in the sale of Wolo Manufacturing Corp, indicating a strategic move to divest a subsidiary and potentially unlock value for shareholders [1] Group 1: Company Overview - 1847 Holdings is actively seeking to sell Wolo Manufacturing Corp, a company that specializes in manufacturing products for the automotive and transportation industries [1] - The engagement of Two Roads Advisors suggests that 1847 Holdings is looking for expert guidance to maximize the sale process and achieve favorable terms [1] Group 2: Industry Context - The automotive and transportation manufacturing sector is experiencing significant changes, with companies increasingly focusing on optimizing operations and divesting non-core assets to enhance overall performance [1] - The move to sell Wolo Manufacturing Corp aligns with broader industry trends where companies are streamlining their portfolios to focus on core competencies and improve financial health [1]

Core Viewpoint - 1847 Holdings LLC successfully raised $11.424 million through a private placement to support its strategic acquisition plans [2][4]. Group 1: Private Placement Details - The private placement involved 42,311,118 units, each consisting of one common share and various warrants with specific exercise prices [3]. - The exercise prices for the warrants are set at $0.01 for the prefunded warrant, $0.81 for the series A warrant, and $0.54 for the series B warrant, all subject to adjustments [3]. Group 2: Use of Proceeds - The funds raised will be utilized for the acquisition of a millwork, cabinetry, and door manufacturer in Las Vegas, which reported unaudited revenue of $33.1 million and net income of $10.4 million for the trailing twelve months ending September 30, 2024 [4]. Group 3: Transaction Representation - Sichenzia Ross Ference Carmel LLP represented Spartan Capital Securities, LLC in this transaction, highlighting the importance of this private placement for 1847 Holdings' strategic acquisition plan [6].