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management services agreement with our manager on August 21, 2020 (which was amended and restated on October 8, 2021), 1847 Wolo entered
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into an offsetting management services agreement with our manager on March 30, 2021 and 1847 ICU entered into an offsetting management
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services agreement with our manager on February 9, 2023. Pursuant to the offsetting management services agreements, each of 1847 Asien,
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1847 Wolo and 1847 ICU appointed our manager to provide certain services to it for a quarterly management fee equal to the greater of
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$75,000 or 2% of adjusted net assets (as defined in the management services agreement) and 1847 Cabinet appointed our manager to provide
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certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the
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management services agreement), which was increased to $125,000 or 2% of adjusted net assets on October 8, 2021; provided, however, in
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each case that if the aggregate amount of management fees paid or to be paid by such entities, together with all other management fees
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paid or to be paid to our manager under other offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of our
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gross income in any fiscal year or the parent management fee in any fiscal quarter, then the management fee to be paid by such entities
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shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to our manager under other offsetting
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management services agreements. Each
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of these entities shall also reimburse our manager for all of their costs and expenses which are specifically approved by their board
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of directors, including all out-of-pocket costs and expenses, which are actually incurred by our manager or its affiliates on behalf
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of these entities in connection with performing services under the offsetting management services agreements. 1847
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Asien expensed management fees of $300,000 for the years ended December 31, 2022 and 2021. 1847
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Cabinet expensed management fees of $500,000 and $350,000 for the years ended December 31, 2022 and 2021, respectively. 1847
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Wolo expensed management fees of $300,000 and $225,000 for the years ended December 31, 2022 and 2021, respectively. On
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a consolidated basis, our company expensed total management fees of $1,100,000 and $875,000 for the years ended December 31, 2022 and
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2021, respectively. Segments The
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Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 280, Segment Reporting , requires
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that an enterprise report selected information about reportable segments in its financial reports issued to its shareholders. As of December
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31, 2022, we have three reportable segments - the retail and appliances segment, which is operated by Asien’s, the construction
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segment, which is operated by Kyle’s, High Mountain and Innovative Cabinets, and the automotive supplies segment, which is operated
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by Wolo. The retail
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and appliances segment is comprised of the business of Asien’s, which is based in Santa Rosa, California, and provides a wide variety
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of appliance services including sales, delivery, installation, service and repair, extended warranties, and financing. The construction
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segment is comprised of the businesses of Kyle’s, High Mountain and Innovative Cabinets. Kyle’s, which is based in Boise,
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Idaho, provides a wide variety of construction services including custom design and build of kitchen and bathroom cabinetry, delivery,
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installation, service and repair, extended warranties, and financing. High Mountain, which is based in Reno, Nevada, specializes in all
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aspects of finished carpentry products and services, including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks
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and cabinets, bookcases, built-in closets, and fireplace mantles, among others, as well as window installation. Innovative Cabinets,
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also based in Reno, Nevada, specializes in custom cabinetry and countertops. The
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automotive supplies segment is comprised of the business of Wolo, which is based in Deer Park, New York, and designs and sells horn and
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safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle emergency and safety warning
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lights for cars, trucks, industrial equipment and emergency vehicles. We
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provide general corporate services to our segments; however, these services are not considered when making operating decisions and assessing
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segment performance. These services are reported under “Corporate Services” below and these include costs associated with
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executive management, financing activities and public company compliance. 94 Discontinued
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Operations On
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April 19, 2021, we entered into a stock purchase agreement with the original owners of Neese, pursuant to which they purchased our 55%
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ownership interest in 1847 Neese for a purchase price of $325,000 in cash. As a result of this transaction, 1847 Neese is no longer a
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subsidiary of our company. All financial information of 1847 Neese previously presented as part of land management services operations
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are classified as discontinued operations and not presented as part of continuing operations for the year ended December 31, 2021. Results
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of Operations The
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following table sets forth key components of our results of operations during the years ended December 31, 2022 and 2021, both in dollars
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and as a percentage of our revenues. Years
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Ended December 31, 2022 2021 Amount %
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of Revenues Amount %
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of Revenues Revenues $ 48,929,124 100.00 % $ 30,660,984 100.0 % Operating Expenses Cost of revenues 33,227,730 67.9 % 20,100,906 65.6 % Personnel 9,531,101 19.5 % 3,803,497 12.4 % Depreciation
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and amortization 2,037,112 4.2 % 908,982 3.0 % General
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and administrative 9,872,689 20.2 % 6,951,498 22.7 % Total
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Operating Expenses 54,668,632 111.7 % 31,764,883 103.6 % Loss From Operations (5,739,508 ) (11.7 )% (1,103,899 ) (3.6 )% Other Income (Expenses) Other
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income (expense) (11,450 ) (0.0 )% 876 0.0 % Interest
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expense (4,594,740 ) (9.4 )% (1,296,537 ) (4.2 )% Gain
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on forgiveness of debt - - 360,302 1.2 % Gain
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on disposal of property and equipment 65,417 0.1 % 10,885 0.0 % Gain
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on disposition of subsidiary - - 3,282,804 10.7 % Loss
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on extinguishment of debt (2,039,815 ) (4.2 )% (137,692 ) (0.4 )% Loss
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on redemption of preferred shares - - (4,017,553 ) (13.1 )% Loss
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on write-down of contingent note payable (158,817 ) (0.3 )% (602,204 ) (2.0 )% Total
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Other Income (Expense) (6,739,405 ) (13.8 )% (2,399,119 ) (7.8 )% Net Loss Before Income Taxes (12,478,913 ) (25.5 )% (3,503,018 ) (11.4 )% Income
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tax benefit (expense) 1,677,000 3.4 % (218,139 ) (0.7 )% Net Loss
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From Continuing Operations $ (10,801,913 ) (22.1 )% $ (3,721,157 ) (12.1 )% Total
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revenues . Our total revenues were $48,929,124 for the year ended December 31, 2022, as compared to $30,660,984 for the year ended
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December 31, 2021. The
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retail and appliances segment generates revenue through the sales of home furnishings, including appliances and related products. Revenues
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from the retail and appliances segment decreased by $2,069,934, or 16.2%, to $10,671,129 for the year ended December 31, 2022 from $12,741,063
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for the year ended December 31, 2021. Such decrease was primarily due to ongoing supply chain delays and cost increases with appliance
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manufacturers, increased time it takes to receive products, and decreased customer demand. The
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construction segment generates revenue through the sale of finished carpentry products and services, including doors, door frames, base
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boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, and fireplace mantles, among others, as well
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as kitchen countertops. Revenues from the construction segment increased by $19,565,017, or 160.3%, to $31,768,907 for the year ended
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December 31, 2022 from $12,203,890 for the year ended December 31, 2021. Such increase was primarily due to the acquisitions of High
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Mountain and Innovative Cabinets, which were acquired in the fourth quarter of 2021. Excluding these acquisitions, revenues from the
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construction segment increased by $514,545, or 9.5%. Such increase was primarily due to increases in the average customer contract in
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the construction segment. The
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automotive supplies segment generates revenue through the design and sale of horn and safety products (electric, air, truck, marine,
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motorcycle and industrial equipment), including vehicle emergency and safety warning lights for cars, trucks, industrial equipment and
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emergency vehicles. Revenues from the automotive supplies segment increased by $773,057, or 13.5%, to $6,489,088 for the year ended December
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31, 2022 from $5,716,031 for the year ended December 31, 2021. Such increase was primarily due to the acquisition of Wolo, which was
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acquired on March 31, 2021. 95 Cost
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of revenues . Our total cost of revenues was $33,227,730 for the year ended December 31, 2022, as compared to $20,100,906 for the year
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ended December 31, 2021. Cost
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of revenues for the retail and appliances segment consists of the cost of purchased merchandise plus the cost of delivering merchandise
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and where applicable installation, net of promotional rebates and other incentives received from vendors. Cost of revenues for the retail
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and appliances segment decreased by $1,579,436, or 16.1%, to $8,203,401 for the year ended December 31, 2022 from $9,782,837 for the
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year ended December 31, 2021. Such decrease primarily due to the decrease in revenues from the retail and appliance segment. As a percentage
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of retail and appliances revenues, cost of revenues for the retail and appliances segment was 76.9% and 76.8% for the years ended December
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31, 2022 and 2021, respectively. Cost
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of revenues for the construction segment consists of finished goods, lumber, hardware and materials and plus direct labor and related costs,
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net of any material discounts from vendors. Cost of revenues for the construction segment increased by $14,270,276, or 212.7%, to $20,980,103
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for the year ended December 31, 2022 from $6,709,827 for the year ended December 31, 2021. Such increase was primarily due to the acquisitions
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of High Mountain and Innovative Cabinets, which were acquired in the fourth quarter of 2021. Excluding these acquisitions, cost of revenues
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for the construction segment increased by $544,095, or 18.4%. Such increase was primarily due to the corresponding increase in revenues
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from the construction segment, as well as increased product and delivery costs. As a percentage of construction revenues, cost of revenues
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for the construction segment was 66.0% and 55.0% for the years ended December 31, 2022 and 2021, respectively. Cost
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of revenues for the automotive supplies segment consists of the costs of purchased finished goods plus freight and tariff costs. Cost of
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revenues for the automotive supplies segment increased by $435,984, or 12.1%, to $4,044,226 for the year ended December 31, 2022 from $3,608,242
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for the year ended December 31, 2021. Such increase was primarily due to the acquisition of Wolo, which was acquired on March 31, 2021.
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