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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 15, 2023 (May 9, 2023)

 

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 15, 2023, 1847 Holdings LLC (the “Company”) issued a press release regarding its financial results for the quarter ended March 31, 2023. 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 9, 2023, the Company held an annual meeting of shareholders of the Company (the “Annual Meeting”) via live webcast. Holders of the Company’s common shares at the close of business on March 31, 2023 were entitled to vote at the Annual Meeting. As of such date, there were 4,655,636 common shares outstanding and entitled to vote. A total of 2,882,749 common shares (62%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

Shareholders voted on six proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement, dated April 11, 2023, the relevant portions of which are incorporated herein by reference. The final results for the votes regarding each proposal are set forth below.

 

Proposal 1: The Company’s shareholders elected six directors to the Board of Directors of the Company to serve until the next annual meeting of shareholders. The votes regarding this proposal were as follows:

 

   Votes For  Votes Withheld  Broker Non-Votes
Ellery W. Roberts  2,134,125  12,153  736,471
Robert D. Barry  2,134,144  12,134  736,471
Clark R. Crosnoe  2,132,764  13,514  736,471
Paul A. Froning  2,137,129  9,149  736,471
Tracy S. Harris  2,132,794  13,484  736,471
Lawrence X. Taylor  2,130,764  15,514  736,471

 

Proposal 2: The Company’s shareholders ratified the appointment of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows:

 

Votes For  Votes Against  Abstentions
2,863,132  11,171  8,446

 

Proposal 3: The Company’s shareholders conducted an advisory vote on the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
2,122,039  24,115  124  736,471

 

- 1 -

 

 

Proposal 4: The Company’s shareholders conducted an advisory vote on the frequency of advisory votes on the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

One Year  Two Years  Three Years  Abstentions  Broker Non-Votes
641,555  63,221  1,084,054  357,448  736,471

 

Proposal 5: The Company’s shareholders approved the issuance of common shares upon the conversion of promissory notes and the exercise of warrants issued to certain investors. The votes regarding this proposal were as follows:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
2,090,958  54,992  328  736,471

 

Proposal 6: The Company’s shareholders approved the Company’s 2023 Equity Incentive Plan. The votes regarding this proposal were as follows:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
2,083,532  50,746  12,000  736,471

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibit
99.1   Press Release issued on May 15, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

- 2 -

 

 

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 15, 2023 1847 HOLDINGS LLC
   
  /s/ Ellery W. Roberts
  Name: Ellery W. Roberts
  Title: Chief Executive Officer

 

 

- 3 -

 

 

Exhibit 99.1

 

 

 

1847 Reports 27.6% Increase in Revenue to $15.4 Million

and Achieves Profitability for Q1 2023

 

Gross profit increases 35.0% compared to the same period last year

 

Reaffirms guidance for revenue in excess of $90 million

 

NEW YORK, NY / ACCESSWIRE / May 15, 2023 / 1847 Holdings LLC (“1847” or the “Company”) (NYSE American: EFSH), a unique holding company that combines the attractive attributes of owning private, lower-middle market businesses with the liquidity and transparency of a publicly traded company, today provided a business update and reported financial results for the three months ended March 31, 2023.

 

Q1 2023 Highlights and Subsequent Events

 

Total revenue was $15.4M for Q1 2023 compared to $12.1M in Q1 2022, a 27.6% increase year-over-year

 

Gross profit was $5.8M in Q1 2023 compared to $4.3M in Q1 2022, a 35.0% increase year-over-year

 

Gross profit margin for Q1 2023 was 37.9% compared to 35.8% for Q1 2022

 

Net income was $1.0M for Q1 2023, compared to a net loss of $927,208 for Q1 2022

 

Reaffirms prior guidance of 2023 revenue in excess of $90 million

 

Mr. Ellery W. Roberts, CEO of 1847 Holdings, commented, “I’m pleased to report revenues increased by 27.6% to $15.4 million and we achieved net income of $1.0 million for the first quarter of 2023. At the same time, our gross profit increased 35.0% over the same period last year. These results are further validation of the strength of our platform and our ability to acquire undervalued, cash flow positive, lower-middle market businesses at attractive valuations with minimum dilution to shareholders. Importantly, we are reaffirming our prior guidance of revenue in excess of $90 million in 2023. We also delayed the dividend on our common shares, as we are investing in our subsidiaries to enable them to meet the surging demand. In turn, we believe this will propel both the growth and cash flow of our subsidiaries. We look forward to providing near-term updates on the timing and amount of future dividends.”

 

“Since completing the acquisition of ICU Eyewear Holdings, Inc. (“ICU”) in the first quarter of 2023, we secured a large purchase order for personal care products with a major supermarket chain and announced a strategic collaboration to develop safety glasses for the automotive market. We believe these transactions further illustrate the synergies and value we bring to our portfolio companies. Moreover, our acquisition pipeline remains robust, as we are currently engaged in negotiations with multiple prospective transactions in various stages. Looking ahead, we believe we have built a highly scalable business model, which we expect will generate substantial returns value for shareholders in 2023 and beyond,” concluded Mr. Roberts.

 

Q1 2023 Financial Highlights

 

Total revenues were $15,403,538 for the three months ended March 31, 2023, as compared to $12,073,878 for the three months ended March 31, 2022.

 

Revenues from the retail and appliances segment decreased by $82,849, or 3.3%, to $2,437,935 for the three months ended March 31, 2023 from $2,520,784 for the three months ended March 31, 2022. The decrease was primarily due to ongoing supply chain delays and cost increases with appliance manufacturers, increased time it takes to receive products, and decreased customer demand.

 

 

 

 

Revenues for the retail and eyewear segment were $2,792,712 for the period from February 9, 2023 (date of acquisition) to March 31, 2023.

 

Revenues from the construction segment increased by $1,001,622, or 12.7%, to $8,912,725 for the three months ended March 31, 2023 from $7,911,103 for the three months ended March 31, 2022. The increase was primarily due to increases in the average customer contract in the construction segment.

 

Revenues from the automotive supplies segment decreased by $381,825, or 23.3%, to $1,260,166 for the three months ended March 31, 2023 from $1,641,991 for the three months ended March 31, 2022. The decrease was primarily due to ongoing supply chain delays with manufacturers and increased time it takes to receive products.

 

Total cost of revenues was $9,566,508 for the three months ended March 31, 2023, as compared to $7,749,130 for the three months ended March 31, 2022.

 

Cost of revenues for the retail and appliances segment decreased by $57,667, or 3.1%, to $1,813,783 for the three months ended March 31, 2023 from $1,871,450 for the three months ended March 31, 2022.

 

Cost of revenues for the retail and eyewear segment was $1,667,442, or 59.7% 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 increased by $495,436, or 10.2%, to $5,375,027 for the three months ended March 31, 2023 from $4,879,591 for the three months ended March 31, 2022.

 

Cost of revenues for the automotive supplies segment decreased by $287,833, or 28.8%, to $710,256 for the three months ended March 31, 2023 from $998,089 for the three months ended March 31, 2022.

 

Total general and administrative expenses were $2,315,061 for the three months ended March 31, 2023, as compared to $2,166,207 for the three months ended March 31, 2022.

 

Net income was $1,047,481 for the three months ended March 31, 2023, as compared to a net loss of $927,208 for the three months ended March 31, 2022.

 

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 www.1847holdings.com.

 

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