1847 LLC(EFSH)
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1847 LLC(EFSH) - 2024 Q4 - Annual Report
2025-03-31 21:16
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
1847 Holdings Engages Two Roads Advisors to Facilitate Sale of Wolo Manufacturing Corp.
ACCESSWIRE Newsroom· 2025-01-16 13:30
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]
Spartan Capital Securities, LLC Serves as Sole Placement Agent in 1847 Holdings LLC's $11.424 Million Private Placement
Newsfilter· 2024-12-16 22:00
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].
Spartan Capital Securities, LLC Serves as Sole Placement Agent in 1847 Holdings LLC's $11.424 Million Private Placement
GlobeNewswire News Room· 2024-12-16 22:00
Core Viewpoint - Spartan Capital Securities, LLC acted as the sole placement agent for 1847 Holdings LLC's $11.424 million private placement, which will support the company's strategic acquisition plans [1][2][6]. Group 1: Private Placement Details - 1847 Holdings LLC raised $11.424 million in gross proceeds through a private placement prior to deducting fees and expenses [2]. - The private placement consisted of 42,311,118 units, each comprising one common share and/or a prefunded warrant to purchase one common share at an exercise price of $0.01, a series A warrant at an exercise price of $0.81, and a series B warrant at an exercise price of $0.54 [3]. Group 2: Acquisition Plans - The proceeds from the offering will be used to support the acquisition of a millwork, cabinetry, and door manufacturer based in Las Vegas, Nevada, which reported unaudited revenue of $33.1 million and net income of $10.4 million for the trailing twelve months ended September 30, 2024 [4]. Group 3: Company Representation and Future Outlook - Sichenzia Ross Ference Carmel LLP represented Spartan Capital Securities, LLC in the transaction, highlighting the importance of this private placement for 1847 Holdings' strategic acquisition plan [6]. - Spartan Capital Securities expressed its commitment to supporting 1847 Holdings in executing its vision for long-term value creation [6].
1847 LLC(EFSH) - 2024 Q3 - Quarterly Results
2024-11-19 21:23
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 | --- | --- | |---------------------------------------------------------------------------------------------------------------|-----------------------| | (Exact name of registrant as specified in its charter) \nDelaware 001-41368 | 38-3922937 | | (State or other jurisdiction ( ...
1847 LLC(EFSH) - 2024 Q3 - Quarterly Report
2024-11-19 21:05
Financial Position - As of September 30, 2024, total assets decreased to $16.90 million from $39.37 million as of December 31, 2023, representing a decline of approximately 57.1%[12] - Current liabilities decreased to $19.34 million from $28.14 million, a reduction of about 31.5%[12] - The accumulated deficit increased to $87.49 million from $74.84 million, reflecting a rise of about 16.9%[12] - Total shareholders' deficit grew to $26.27 million from $20.04 million, an increase of approximately 31.1%[12] - The company has no goodwill reported as of September 30, 2024, down from $0.68 million as of December 31, 2023[12] - As of December 31, 2023, the total shareholders' deficit was $(20,040,689) with accumulated non-controlling interests of $(1,314,280) and total liabilities of $(74,835,392)[19] - The balance of accumulated deficit increased to $57,315,859, indicating ongoing financial challenges[23] - The balance at March 31, 2023, showed a total shareholders' deficit of $42,804,608, indicating a deteriorating financial position[22] Revenue and Income - Revenues for the three months ended September 30, 2024, were $4,759,090, compared to $4,676,365 for the same period in 2023, representing an increase of 1.77%[15] - The company reported a net income from discontinued operations of $7,873,389 for the three months ended September 30, 2024, compared to a loss of $(722,357) in the prior year[15] - The net income attributable to common shareholders for the three months ended September 30, 2024, was $2,757,873, compared to a loss of $(5,981,334) in the same period last year[15] - For the nine months ended September 30, 2024, total revenues reached $12,390,797, up from $11,657,475 in 2023, indicating a growth of 6.29%[91] - Automotive horns revenue for Q3 2024 was $934,848, a significant increase from $616,189 in Q3 2023, reflecting a growth of 51.63%[88] - Custom cabinets and countertops revenue for the nine months ended September 30, 2024, was $8,555,880, compared to $8,150,092 in 2023, marking an increase of 4.97%[91] Operating Expenses - Total operating expenses increased to $8,172,328 for the three months ended September 30, 2024, from $5,883,608 in the prior year, a rise of 38.88%[15] - The company incurred a personnel expense of $2,406,855 for the three months ended September 30, 2024, up from $1,663,261 in the same period last year, an increase of 44.61%[15] - Total operating expenses for Q3 2024 were $8,172,328, compared to $6,018,904 in Q3 2023, an increase of 36.00%[91] - The company’s personnel expenses for the nine months ended September 30, 2024, were $4,975,516, compared to $4,435,727 in 2023, reflecting an increase of 12.16%[91] Cash Flow - Net cash used in operating activities from continuing operations was $11,688,488 for the nine months ended September 30, 2024, compared to $7,953,559 for the same period in 2023, indicating a 46.5% increase in cash outflow[26] - The company reported net cash provided by investing activities of $17,501,868 for the nine months ended September 30, 2024, compared to a cash outflow of $3,901,545 for the same period in 2023[26] - Net cash provided by financing activities was $2,028,866 for the nine months ended September 30, 2024, compared to $10,576,260 for the same period in 2023, reflecting a decrease of 80.8%[26] - Cash from continuing operations at the end of the period was $10,217,191, a significant increase from $452,284 at the end of the previous period[26] Discontinued Operations - The company recognized a gain on the disposition of subsidiaries amounting to $10,083,621[26] - For the nine months ended September 30, 2024, revenues from discontinued operations were $870,952, compared to $6,887,589 for the same period in 2023[58] - The net loss from discontinued operations for the nine months ended September 30, 2024, was $299,115, compared to a loss of $1,011,969 in 2023[58] - The company recognized a gain on the disposition of ICU Eyewear's assets amounting to $4,841,735 for the nine months ended September 30, 2024[62] - Revenues from discontinued operations for the three months ended September 30, 2024, were $1,239,327, a decrease of 70.8% compared to $4,243,254 for the same period in 2023[68] Debt and Financing - The Company issued 20% original issue discount subordinated promissory notes in the aggregate principal amount of $3,125,000, due on February 11, 2024[118] - The Company recognized a loss on extinguishment of debt totaling $1,476,560 during the nine months ended September 30, 2024[124] - The Company entered into a non-recourse funding agreement for the sale of future revenues totaling $1,965,000, resulting in net cash proceeds of $1,410,000, with weekly payments of $39,300[159] - The combined total outstanding principal balance of secured convertible promissory notes is $22,790,057, net of a debt discount of $1,304,637[167] Management and Future Plans - The Company has generated operating losses since its inception and expects insufficient cash to sustain operations without additional financing within the next twelve months[48] - Management plans to secure additional financing through debt and equity offerings to address liquidity concerns[50]
1847 Holdings LLC Announces Closing of $11.1 Million Public Offering
GlobeNewswire News Room· 2024-10-31 20:32
NEW YORK, NY, Oct. 31, 2024 (GLOBE NEWSWIRE) -- 1847 Holdings LLC (NYSE American: EFSH) ("1847 Holdings" or the "Company"), a holding company focused on identifying and investing in high-potential middle-market businesses, announced today the successful close of its fully marketed public offering, generating gross proceeds of $11.1 million, prior to deducting placement agent fees and other offering expenses. The offering comprised 8,809,512 units at a public offering price of $1.26 per unit. Each unit inclu ...
1847 LLC(EFSH) - 2024 Q2 - Quarterly Report
2024-08-19 20:06
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 001-41368 1847 HOLDINGS LLC (Exact name of registrant as specified in its charter) | --- | --- | --- | | ...
1847 LLC(EFSH) - 2024 Q2 - Quarterly Results
2024-08-19 12:49
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 | --- | --- | --- | |---------------------------------------------------------------------------------------------------------------|---------------------|-----------------------| | 1847 Holdings LLC \n(Exact name of registrant as specified | in its charter) | | | Delaware 001-4 ...
1847 LLC(EFSH) - 2024 Q1 - Quarterly Results
2024-05-16 12:49
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1 ...