LBRA 8-K
1847 Holdings LLC (LBRA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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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 |
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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) |
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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: May 15, 2023 | 1847 HOLDINGS LLC |
| /s/ Ellery W. Roberts | |
| Name: Ellery W. Roberts | |
| Title: Chief Executive Officer |
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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.
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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.
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