arcee-ai/sec-data-full · Datasets at Hugging Face

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the three months ended March 31, 2022, there were 20,871,528 potential common share equivalents from warrants, convertible debt, and
series A and B convertible preferred shares were excluded from the diluted EPS calculations as their effect is anti-dilutive. For
the three months ended March 31, 2021, there were 4,450,460 potential common share equivalents from warrants, convertible debt, and series
A convertible preferred shares were excluded from the diluted EPS calculations as their effect is anti-dilutive. NOTE
14—SUBSEQUENT EVENTS On April 20, 2022, the Company entered into a
securities purchase agreement with Ellery W. Roberts, our Chief Executive Officer, pursuant to which the Company sold 28,333 units, at
a price of $3.00 per unit, for aggregate gross proceeds of $85,000. On May 12, 2022, the Company sold an additional 16,667 units to Mr.
Roberts for aggregate gross proceeds of $50,000. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant
to purchase one (1) common share at an exercise price of $3.00 per share (subject to adjustment), which may be exercised on a cashless
basis under certain circumstances. 19 ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The
following management’s discussion and analysis of financial condition and results of operations provides information that management
believes is relevant to an assessment and understanding of our plans and financial condition . The following financial information
is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth
elsewhere herein. Use
of Terms Except
as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,”
“our” and the “Company” refer to 1847 Holdings LLC, a Delaware limited liability company, and its consolidated
subsidiaries. References to the “Manager” refer to 1847 Partners LLC, a Delaware limited liability company. Special
Note Regarding Forward Looking Statements This
report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently
available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to
future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not
limited to, statements ab ● our
ability to effectively integrate and operate the businesses that we acquire; ● our
ability to successfully identify and acquire additional businesses; ● our
organizational structure, which may limit our ability to meet our dividend and distribution policy; ● our
ability to service and comply with the terms of indebtedness; ● our
cash flow available for distribution and our ability to make distributions to our common shareholders; ● our
ability to pay the management fee, profit allocation and put price to the Manager when due; ● labor
disputes, strikes or other employee disputes or grievances; ● the
regulatory environment in which our businesses operate under; ● trends
in the industries in which our businesses operate; ● the
competitive environment in which our businesses operate; ● changes
in general economic or business conditions or economic or demographic trends in the United States including changes in interest rates
and inflation; ● our
and the Manager’s ability to retain or replace qualified employees of our businesses and the Manager; ● casualties,
condemnation or catastrophic failures with respect to any of our business’ facilities; ● costs
and effects of legal and administrative proceedings, settlements, investigations and claims; and ● extraordinary
or force majeure events affecting the business or operations of our businesses. In
some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,”
“should,” “would,” “expect,” “plan,” “intend,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “project” or “continue”
or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance
on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases,
beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current
expectations include, among other things, those listed under Item 1A “Risk Factors” included in our annual report on Form
10-K for the year ended December 31, 2021. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove
to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No
forward-looking statement is a guarantee of future performance. In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable
basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have
conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain
and investors are cautioned not to unduly rely upon these statements. 20 The
forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in
this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, changed circumstances or any other reason. Overview We
are an acquisition holding company focused on acquiring and managing a group of small businesses, which we characterize as those that
have an enterprise value of less than $50 million, in a variety of different industries headquartered in North America. To date, we have
completed six acquisitions and subsequently spun off two of the acquired companies. On
May 28, 2020, our subsidiary 1847 Asien Inc. (“1847 Asien”) acquired Asien’s Appliance, Inc., a California corporation
(“Asien’s”). Asien’s has been in business since 1948 serving the North Bay area of Sonoma County, California.
It provides a wide variety of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties,
and financing. Its main focus is delivering personal sales and exceptional service to its customers at competitive prices. On
September 30, 2020, our subsidiary 1847 Cabinet Inc. (“1847 Cabinet”) acquired Kyle’s Custom Wood Shop, Inc., an Idaho
corporation (“Kyle’s”). Kyle’s is a leading custom cabinetry maker servicing contractors and homeowners since
1976 in Boise, Idaho and the surrounding area. Kyle’s focuses on designing, building, and installing custom cabinetry primarily
for custom and semi-custom builders. On
March 30, 2021, our subsidiary 1847 Wolo Inc. (“1847 Wolo”) acquired Wolo Mfg. Corp., a New York corporation, and Wolo Industrial
Horn & Signal, Inc., a New York corporation (together, “Wolo”). Headquartered in Deer Park, New York and founded in 1965,
Wolo designs and sells horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle
emergency and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. On
October 8, 2021, our subsidiary 1847 Cabinet acquired High Mountain Door & Trim Inc., a Nevada corporation (“High Mountain”),
and Sierra Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company (“Innovative Cabinets”).
Headquartered in Reno, Nevada and founded in 2014, High Mountain specializes in all aspects of finished carpentry products and services,
including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, and fireplace
mantles, among others, working primarily with large homebuilders of single-family homes and commercial and multi-family developers. Innovative
Cabinets is headquartered in Reno, Nevada and was founded in 2008. It specializes in custom cabinetry and countertops for a client base
consisting of single-family homeowners, builders of multi-family homes, as well as commercial clients. Our
first acquisition was on March 3, 2017, pursuant to which our subsidiary 1847 Neese Inc. (“1847 Neese”) acquired Neese, Inc.,
a business specializing in providing a wide range of land application services and selling equipment and parts in Grand Junction, Iowa.
On April 19, 2021, we sold 1847 Neese back to the original owners. On
April 5, 2019, our subsidiary 1847 Goedeker Inc. (“1847 Goedeker”) acquired substantially all of the assets of Goedeker Television
Co., a one-stop e-commerce destination for home furnishings, including appliances, furniture, home goods and related products. On October
23, 2020, we distributed all of the shares of 1847 Goedeker that we held to our shareholders, so we no longer own 1847 Goedeker. Through
our structure, we offer investors an opportunity to participate in the ownership and growth of a portfolio of businesses that traditionally
have been owned and managed by private equity firms, private individuals or families, financial institutions or large conglomerates.
We believe that our management and acquisition strategies will allow us to achieve our goals to grow regular distributions to our
common shareholders and increasing common shareholder value over time. 21 We
seek to acquire controlling interests in small businesses that we believe operate in industries with long-term macroeconomic growth opportunities,
and that have positive and stable earnings and cash flows, face minimal threats of technological or competitive obsolescence and have
strong management teams largely in place. We believe that private company operators and corporate parents looking to sell their businesses
will consider us to be an attractive purchaser of their businesses. We make these businesses our majority-owned subsidiaries and actively
manage and grow such businesses. We expect to improve our businesses over the long term through organic growth opportunities, add-on
acquisitions and operational improvements. Recent
Developments On April 20, 2022, we entered into a securities
purchase agreement with Ellery W. Roberts, our Chief Executive Officer, pursuant to which we sold 28,333 units, at a price of $3.00 per

the three months ended March 31, 2022, there were 20,871,528 potential common share equivalents from warrants, convertible debt, and

series A and B convertible preferred shares were excluded from the diluted EPS calculations as their effect is anti-dilutive. For

the three months ended March 31, 2021, there were 4,450,460 potential common share equivalents from warrants, convertible debt, and series

A convertible preferred shares were excluded from the diluted EPS calculations as their effect is anti-dilutive. NOTE

14—SUBSEQUENT EVENTS On April 20, 2022, the Company entered into a

securities purchase agreement with Ellery W. Roberts, our Chief Executive Officer, pursuant to which the Company sold 28,333 units, at

a price of $3.00 per unit, for aggregate gross proceeds of $85,000. On May 12, 2022, the Company sold an additional 16,667 units to Mr.

Roberts for aggregate gross proceeds of $50,000. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant

to purchase one (1) common share at an exercise price of $3.00 per share (subject to adjustment), which may be exercised on a cashless

basis under certain circumstances. 19 ITEM

2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The

following management’s discussion and analysis of financial condition and results of operations provides information that management

believes is relevant to an assessment and understanding of our plans and financial condition . The following financial information

is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth

elsewhere herein. Use

of Terms Except

as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,”

“our” and the “Company” refer to 1847 Holdings LLC, a Delaware limited liability company, and its consolidated

subsidiaries. References to the “Manager” refer to 1847 Partners LLC, a Delaware limited liability company. Special

Note Regarding Forward Looking Statements This

report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently

available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to

future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause

our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,

performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not

limited to, statements ab ● our

ability to effectively integrate and operate the businesses that we acquire; ● our

ability to successfully identify and acquire additional businesses; ● our

organizational structure, which may limit our ability to meet our dividend and distribution policy; ● our

ability to service and comply with the terms of indebtedness; ● our

cash flow available for distribution and our ability to make distributions to our common shareholders; ● our

ability to pay the management fee, profit allocation and put price to the Manager when due; ● labor

disputes, strikes or other employee disputes or grievances; ● the

regulatory environment in which our businesses operate under; ● trends

in the industries in which our businesses operate; ● the

competitive environment in which our businesses operate; ● changes

in general economic or business conditions or economic or demographic trends in the United States including changes in interest rates

and inflation; ● our

and the Manager’s ability to retain or replace qualified employees of our businesses and the Manager; ● casualties,

condemnation or catastrophic failures with respect to any of our business’ facilities; ● costs

and effects of legal and administrative proceedings, settlements, investigations and claims; and ● extraordinary

or force majeure events affecting the business or operations of our businesses. In

some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,”

“should,” “would,” “expect,” “plan,” “intend,” “anticipate,”

“believe,” “estimate,” “predict,” “potential,” “project” or “continue”

or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance

on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases,

beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current

expectations include, among other things, those listed under Item 1A “Risk Factors” included in our annual report on Form

10-K for the year ended December 31, 2021. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove

to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No

forward-looking statement is a guarantee of future performance. In

addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These

statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable

basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have

conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain

and investors are cautioned not to unduly rely upon these statements. 20 The

forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in

this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking

statements, whether as a result of new information, future events, changed circumstances or any other reason. Overview We

are an acquisition holding company focused on acquiring and managing a group of small businesses, which we characterize as those that

have an enterprise value of less than $50 million, in a variety of different industries headquartered in North America. To date, we have

completed six acquisitions and subsequently spun off two of the acquired companies. On

May 28, 2020, our subsidiary 1847 Asien Inc. (“1847 Asien”) acquired Asien’s Appliance, Inc., a California corporation

(“Asien’s”). Asien’s has been in business since 1948 serving the North Bay area of Sonoma County, California.

It provides a wide variety of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties,

and financing. Its main focus is delivering personal sales and exceptional service to its customers at competitive prices. On

September 30, 2020, our subsidiary 1847 Cabinet Inc. (“1847 Cabinet”) acquired Kyle’s Custom Wood Shop, Inc., an Idaho

corporation (“Kyle’s”). Kyle’s is a leading custom cabinetry maker servicing contractors and homeowners since

1976 in Boise, Idaho and the surrounding area. Kyle’s focuses on designing, building, and installing custom cabinetry primarily

for custom and semi-custom builders. On

March 30, 2021, our subsidiary 1847 Wolo Inc. (“1847 Wolo”) acquired Wolo Mfg. Corp., a New York corporation, and Wolo Industrial

Horn & Signal, Inc., a New York corporation (together, “Wolo”). Headquartered in Deer Park, New York and founded in 1965,

Wolo designs and sells horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle

emergency and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. On

October 8, 2021, our subsidiary 1847 Cabinet acquired High Mountain Door & Trim Inc., a Nevada corporation (“High Mountain”),

and Sierra Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company (“Innovative Cabinets”).

Headquartered in Reno, Nevada and founded in 2014, High Mountain specializes in all aspects of finished carpentry products and services,

including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, and fireplace

mantles, among others, working primarily with large homebuilders of single-family homes and commercial and multi-family developers. Innovative

Cabinets is headquartered in Reno, Nevada and was founded in 2008. It specializes in custom cabinetry and countertops for a client base

consisting of single-family homeowners, builders of multi-family homes, as well as commercial clients. Our

first acquisition was on March 3, 2017, pursuant to which our subsidiary 1847 Neese Inc. (“1847 Neese”) acquired Neese, Inc.,

a business specializing in providing a wide range of land application services and selling equipment and parts in Grand Junction, Iowa.

On April 19, 2021, we sold 1847 Neese back to the original owners. On

April 5, 2019, our subsidiary 1847 Goedeker Inc. (“1847 Goedeker”) acquired substantially all of the assets of Goedeker Television

Co., a one-stop e-commerce destination for home furnishings, including appliances, furniture, home goods and related products. On October

23, 2020, we distributed all of the shares of 1847 Goedeker that we held to our shareholders, so we no longer own 1847 Goedeker. Through

our structure, we offer investors an opportunity to participate in the ownership and growth of a portfolio of businesses that traditionally

have been owned and managed by private equity firms, private individuals or families, financial institutions or large conglomerates.

We believe that our management and acquisition strategies will allow us to achieve our goals to grow regular distributions to our

common shareholders and increasing common shareholder value over time. 21 We

seek to acquire controlling interests in small businesses that we believe operate in industries with long-term macroeconomic growth opportunities,

and that have positive and stable earnings and cash flows, face minimal threats of technological or competitive obsolescence and have

strong management teams largely in place. We believe that private company operators and corporate parents looking to sell their businesses

will consider us to be an attractive purchaser of their businesses. We make these businesses our majority-owned subsidiaries and actively

manage and grow such businesses. We expect to improve our businesses over the long term through organic growth opportunities, add-on

acquisitions and operational improvements. Recent

Developments On April 20, 2022, we entered into a securities

purchase agreement with Ellery W. Roberts, our Chief Executive Officer, pursuant to which we sold 28,333 units, at a price of $3.00 per