8-K
1847 Holdings LLC (LBRA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
November 19, 2024
| 1847 Holdings LLC | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-41368 | 38-3922937 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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. ☐
Item2.02 Results of Operations and Financial Condition.
On November 19, 2024, 1847 Holdings LLC issued a press release regarding its financial results for the quarter ended September 30, 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.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release issued on November 19, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: November 19, 2024 | 1847 HOLDINGS LLC |
|---|---|
| /s/ Ellery W. Roberts | |
| Name: Ellery W. Roberts | |
| Title: Chief Executive Officer |
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Exhibit 99.1
1847 Announces TransformativeInitiatives in the First Nine Months of 2024, Reports Third Quarter 2024 Financial Results and Provides Business Update
Achieves 6.3% RevenueGrowth for the First Nine Months of 2024 Compared to 2023
NEWYORK, NY / ACCESSWIRE / November 19, 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 third quarter ended September 30, 2024.
Q3 2024 Highlightsand Subsequent Events
| · | Cash<br> and cash equivalents, and restricted cash of $10.2 million as of September 30, 2024 |
|---|---|
| · | Disposition<br> of ICU Eyewear; eliminated $4.8 million of net liabilities from the balance sheet |
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| · | Sold<br> High Mountain Door & Trim Inc. ("HMDT"), a division of 1847 Cabinets for approximately<br> $17 million, more than double the original purchase price |
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| · | Completed<br> $11.1 million public offering; eliminated $6.9 million of additional debt from the balance<br> sheet |
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| · | Signed<br> definitive agreement to acquire the previously announced millwork, cabinetry, and door manufacturer<br> based in Las Vegas, Nevada (the "Target") with unaudited revenue of $33.1 million<br> and net income of $10.4 million for the trailing twelve months ended September 30, 2024.<br> Scheduled to close on or before December 3, 2024 |
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Mr. Ellery W. Roberts, CEO of 1847 Holdings, commented, “We believe the past few months have been transformative for 1847 Holdings as we executed a series of strategic initiatives designed to position the Company for sustained growth and maximize shareholder value over the long term. We remain committed to executing our strategic arbitrage model—acquiring undervalued companies, enhancing their performance, and selling them for a profit. This strategy allows us to leverage market inefficiencies by acquiring assets at lower valuations, improving their operational or financial performance, and then unlocking value through sales or spin-offs at higher valuations. A prime example of our strategy is the recent sale of HMDT. By effectively executing our approach to enhance asset value—sometimes beyond what is reflected in the Company’s reported financials—we were able to sell the business for $17 million, more than double its original purchase price, despite a trailing twelve month net loss of approximately $2.3 million attributable to 1847 Holdings. This highlights our ability to unlock value through operational improvements and strategic decision-making.
“We aim to replicate this model with our next acquisition Target, which reported a net income of $10.4 million for the trailing twelve months ending September 30, 2024, with a purchase price of approximately $18.75 million. We ended the third quarter of 2024 with $10.2 million of cash and cash equivalents, and restricted cash that can be used in part to close this transaction. Additionally, the successful completion of our $11.1 million public offering allowed us to eliminate $6.9 million of debt, significantly strengthening our balance sheet. The disposition of ICU Eyewear further reduced net liabilities by $4.8 million. With a strong acquisition pipeline, we expect the upcoming acquisition to significantly boost profitability, deliver substantial cash flow, and negate the need for near-term capital raises. We believe these efforts establish a robust platform for sustainable growth and enhanced shareholder value. By leveraging our industry expertise and operational acumen, we intend to continue to identify and capitalize on high-return opportunities, reinforcing our proven growth model. We remain dedicated to driving value through strategic acquisitions as we expand and fortify our portfolio for long-term success," concluded Mr. Roberts.
Q3 2024 FinancialHighlights
Total revenues were $4,759,090 for the three months ended September 30, 2024, as compared to $4,676,365 for the three months ended September 30, 2023.
| · | Revenues<br> from the construction segment increased by $12,336, or 0.3%, to $3,805,621 for the three<br> months ended September 30, 2024 from $3,793,285 for the three months ended September 30,<br> 2023. The increase in revenues was primarily attributed to an increase in new multi-family<br> projects and an increase in the average customer contract value. |
|---|---|
| · | Revenues<br> from the automotive supplies segment increased by $70,389, or 8.0%, to $953,469 for the three<br> months ended September 30, 2024 from $883,080 for the three months ended September 30, 2023.<br> The increase in revenues was primarily attributed to an improved supply chain with manufacturers,<br> although inventory challenges within the supply chain to meet customer demands continue to<br> persist. |
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Total cost of revenues was $2,002,772 for the three months ended September 30, 2024, as compared to $1,869,779 for the three months ended September 30, 2023.
| · | Cost<br> of revenues for the construction segment increased by $181,309, or 14.6%, to $1,425,247 for<br> the three months ended September 30, 2024 from $1,243,938 for the three months ended September<br> 30, 2023. |
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| · | Cost<br> of revenues for the automotive supplies segment decreased by $48,316, or 7.7%, to $577,525<br> for the three months ended September 30, 2024 from $625,841 for the three months ended September<br> 30, 2023. |
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Total personnel expenses were $2,406,855 for the three months ended September 30, 2024, as compared to $1,663,261 for the three months ended September 30, 2023.
Total general and administrative expenses were $2,205,498 for the three months ended September 30, 2024, as compared to $1,427,256 for the three months ended September 30, 2023.
Total professional fees were $711,024 for the three months ended September 30, 2024, as compared to $592,202 for the three months ended September 30, 2023.
Total operating expenses were $8,172,328 for the three months ended September 30, 2024, as compared to $5,883,608 for the three months ended September 30, 2023, resulting in a loss from operations of $3,413,238 for the three months ended September 30, 2024, as compared to a loss from operations of $1,207,243 for the three months ended September 30, 2023.
Total other expense, net, was $2,501,551 for the three months ended September 30, 2024, as compared to $4,379,472 for the three months ended September 30, 2023. Such change was primarily due to a decrease of interest expense of $975,919, a decrease of amortization of debt discounts of $554,156, an increase in gain on change in fair value of warrant liabilities of $109,300 and an increase in gain on change in fair value of derivative liabilities of $3,166,458, offset by an increase in loss on extinguishment of debt of $1,642,701 and an increase in other expense of $1,285,211.
Net loss from continuing operations was $5,557,789 for the three months ended September 30, 2024, as compared to a net loss of $5,136,715 for the three months ended September 30, 2023.
About 1847 HoldingsLLC
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.
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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