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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):
May 16, 2024
| 1847 Holdings LLC |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41368 |
|
38-3922937 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 590 Madison Avenue, 21st Floor, New York, NY |
|
10022 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (212) 417-9800 |
| (Registrant’s telephone number, including area code) |
| |
| (Former name or former address, if changed since last report.) |
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) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Shares |
|
EFSH |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 16, 2024, 1847 Holdings LLC issued
a press release regarding its financial results for the quarter ended March 31, 2024. A copy of the press release is furnished as
Exhibit 99.1 to this report.
The information furnished with this Item 2.02,
including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing
under Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: May 16, 2024 |
1847 HOLDINGS LLC |
| |
|
| |
/s/ Ellery W. Roberts |
| |
Name: |
Ellery W. Roberts |
| |
Title: |
Chief Executive Officer |
- 2 -
Exhibit 99.1
1847 Reports 15.0% Increase in Revenue to $14.9
Million
for the First Quarter of 2024
Gross profit increases 13.3% in Q1 2024 vs Q1 2023
NEW
YORK, NY / ACCESSWIRE / May 16, 2024 / 1847
Holdings LLC ("1847" or the "Company") (NYSE
American: EFSH), a holding company specializing in identifying over-looked, deep value investment opportunities in middle market businesses,
today provided a business update and reported financial results for the first quarter ended March 31, 2024.
Q1 2024 Key Highlights
| · | Total Revenue was $14.9M in Q1 2024 compared to $13.0M in Q1 2023, a 15.0% year-over-year increase |
| · | Gross profit was $5.6M in Q1 2024 compared to $4.9M in Q1 2023, a 13.3% year-over-year increase |
| · | Executed Letter of Intent to Sell 1847 Cabinets Inc. for $27.6 Million |
| · | Executed non-binding LOI to acquire a large, established millwork, cabinetry and door manufacturer based
in Las Vegas, NV with revenues of $28.6 million, with a purchase price of $16.75 million which represents approximately 3.2x 2023 EBITDA |
| · | Announced ICU Eyewear subsidiary diversified manufacturing to reduce production costs and fortify supply
chain |
| · | Announced ICU Eyewear subsidiary’s strategic expansion of partnerships, adding 300 new locations
with leading US retailer |
| · | Completed refinancing and upsizing of $15 million revolving credit facility for ICU Eyewear subsidiary |
| · | Expanded Wolo Manufacturing Corp subsidiary into India through supply chain diversification program |
| · | Restructured promissory notes to non-dilutive debt instruments |
| · | Divested Asien’s Appliance business, significantly enhancing balance sheet |
Mr. Ellery W. Roberts, CEO of 1847 Holdings, commented,
“I am pleased to report we achieved a 15.0% year-over-year increase in revenue and a 13.3% year-over-year increase in gross profit.
Additionally, revenues from the automotive supply segment increased by 41.1% to $1.8 million. This growth can be attributed to strategic
initiatives begun in Q4 2023, coupled with a new credit facility established in late January 2024, further empowering the acceleration
of this business segment's expansion. This achievement reaffirms the substantial value that 1847 delivers to our subsidiaries, both financially
and operationally. During the quarter, we successfully divested of our Asien’s Appliance, significantly enhancing our balance sheet.
This resulted in a $1.1 million gain for Q1 2024. By strategically divesting of Asien’s, we anticipate a reduction in 1847 Holdings'
expenses by approximately $10.9 million annually, which should positively impact margins across our primary business lines. The divestiture
of Asien’s enables us to streamline operations, optimize resource allocation, and position 1847 Holdings for sustained growth and
profitability. This underscores our commitment to delivering shareholder value, as we continue to pursue opportunities for growth and
enhanced profitability, in alignment with our long-term strategic goals.”
Mr. Ellery continued, “We're maintaining a strong
acquisition pipeline, focusing on companies offering value and positive cash flow, while minimizing dilution for shareholders. Recently,
we announced a non-binding LOI to acquire a prominent millwork, cabinetry, and door manufacturer headquartered in Las Vegas, NV. This
target boasts revenues of $28.6 million, with a purchase price of $16.75 million which represents approximately 3.2x 2023 EBITDA. This
acquisition presents an attractive opportunity for 1847, with favorable negotiated terms and the potential to complete the transaction
without equity-based funding at this time.”
“Additionally, we executed a non-binding LOI
to sell all of the assets of 1847 Cabinets Inc. Under the terms of the LOI, the buyer has proposed an enterprise value of $27.6 million
for the acquisition of all of the assets of 1847 Cabinets, including $11.5 million in earn-out payments over a three-year period, representing
a 5.91x multiple of 2023 EBITDA of approximately $4.7 million. We are advancing this transaction and anticipate closing within 90 days.
Proceeds from the sale will be utilized to repay senior secured debt and other liabilities, allocate funds for working capital and future
acquisitions, and potentially initiate a share repurchase program. This strategic move validates our ability to purchase, operate, and
enhance asset value, thereby strengthening our financial position and enabling strategic resource reallocation to capitalize on emerging
opportunities within our portfolio and beyond,” concluded Mr. Roberts.
Q1 2024 Financial Highlights
Total revenues were $14,913,497 for the three months
ended March 31, 2024, as compared to $12,965,603 for the three months ended March 31, 2023.
| · | Revenues from the retail and eyewear segment were $3,896,167 for the three months ended March 31, 2024
and $2,792,712 for the period from February 9, 2023 (date of acquisition) to March 31, 2023. |
| · | Revenues from the construction segment increased by $326,244, or 3.7%, to $9,238,969 for the three months
ended March 31, 2024 from $8,912,725 for the three months ended March 31, 2023. The increase in revenues was primarily attributed to an
increase in new multi-family projects and an increase in the average customer contract value. |
| · | Revenues from the automotive supplies segment increased by $518,195, or 41.1%, to $1,778,361 for the three
months ended March 31, 2024 from $1,260,166 for the three months ended March 31, 2023. The increase in revenues was primarily attributed
to an improved supply chain with manufacturers and heightened customer demand. |
Total cost of revenues was $9,325,561 for the three
months ended March 31, 2024, as compared to $8,032,294 for the three months ended March 31, 2023.
| · | Cost of revenues for the retail and eyewear segment was $2,998,933, or 77.0% of retail and eyewear revenues,
for the three months ended March 31, 2024, and $1,947,011, or 69.7% of retail and eyewear revenues, for the period from February 9, 2023
(date of acquisition) to March 31, 2023. |
| · | Cost of revenues for the construction segment decreased by $216,761, or 4.0%, to $5,158,266 for the three months ended March 31, 2024
from $5,375,027 for the three months ended March 31, 2023. |
| · | Cost of revenues for the automotive supplies segment increased by $458,106, or 64.5%, to $1,168,362 for the three months ended March
31, 2024 from $710,256 for the three months ended March 31, 2023. |
Total general and administrative expenses were $2,132,600
for the three months ended March 31, 2024, as compared to $1,501,639 for the three months ended March 31, 2023.
Total professional fees were $3,025,149 for the three
months ended March 31, 2024, as compared to $387,821 for the three months ended March 31, 2023.
Total operating expenses were $18,023,128 for the
three months ended March 31, 2024, as compared to $12,922,180 for the three months ended March 31, 2023, resulting in a loss from operations
of $3,109,631 for the three months ended March 31, 2024, as compared to income from operations of $43,423 for the three months ended March
31, 2023.
Net loss from continuing operations was $11,156,579
for the three months ended March 31, 2024, as compared to a net income of $1,152,096 for the three months ended March 31, 2023. Such change
was primarily due to an increase of amortization of debt discounts by $3,262,939 and losses on change in fair value of warrant liabilities
of $1,902,200, on change in fair value of derivative liabilities of $612,462 and on extinguishment of debt of $421,875 in the 2024 period.
Additionally, the net income for the 2023 period included a preliminary gain on bargain purchase of $2,639,861.
About 1847 Holdings LLC
1847 Holdings LLC (NYSE American: EFSH), a publicly
traded diversified acquisition holding company, was founded by Ellery W. Roberts, a former partner of Parallel Investment Partners, Saunders
Karp & Megrue, and Principal of Lazard Freres Strategic Realty Investors. 1847 Holdings' investment thesis is that capital market
inefficiencies have left the founders and/or stakeholders of many small business enterprises or lower-middle market businesses with limited
exit options despite the intrinsic value of their business. Given this dynamic, 1847 Holdings can consistently acquire businesses it views
as "solid" for reasonable multiples of cash flow and then deploy resources to strengthen the infrastructure and systems of those
businesses in order to improve operations. These improvements may lead to a sale or IPO of an operating subsidiary at higher valuations
than the purchase price and/or alternatively, an operating subsidiary may be held in perpetuity and contribute to 1847 Holdings' ability
to pay regular and special dividends to shareholders. For more information, visit.
For the latest insights, follow 1847 on Twitter.
Forward-Looking Statements
This press release
may contain information about 1847 Holdings' view of its future expectations, plans and prospects that constitute forward-looking statements.
All forward-looking statements are based on our management's beliefs, assumptions and expectations of our future economic performance,
taking into account the information currently available to it. These statements are not statements of historical fact. Forward-looking
statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause our
actual results, performance or financial condition to be materially different from the expectations of future results, performance or
financial position. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might
cause such a difference include but are not limited to the risks set forth in "Risk Factors" included in our SEC filings.
Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: EFSH@crescendo-ir.com
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