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The pandemic has had a dramatic impact on Wolo’s supply chain as it has on others in the automotive aftermarket. Approximately 90%
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of Wolo’s vendor base is located in China. The pandemic issues impacting ports in the U.S. due to lack of personnel has had a ripple
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effect on Chinese suppliers. Containers are slow to be emptied in the U.S., causing a backlog of ships waiting to get into ports and limiting
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containers and ships returning to China. The lack of containers and available space on ships has escalated shipping costs by over 300%
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from 2020. Costs for raw materials have also started to increase due to availability. Wolo cannot absorb these increases and began passing
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on a price increase to customers starting June 1, 2021, although the effective date may be later for some customers. We believe that this
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is an industry-wide issue and that it should not put Wolo in an unfavorable pricing position. The spread of COVID-19 has also adversely
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impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic
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has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce our ability to access
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capital in the future, which could negatively affect our liquidity. The extent to which the pandemic may impact
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our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including
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the effectiveness of vaccines and other treatments for COVID-19, and other new information that may emerge concerning the severity of
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the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic
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and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas
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present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows. See
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also “ Risk Factors ” for more information. Management Fees On April 15, 2013, we and our manager entered
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into a management services agreement, pursuant to which we are required to pay our manager a quarterly management fee equal to 0.5% of
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our adjusted net assets for services performed (which we refer to as the parent management fee). The amount of the parent management fee
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with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by our manager under any offsetting
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management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid)
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parent management fees received by (or owed to) our manager as of the end of such fiscal quarter, and (iii) increased by the amount of
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any outstanding accrued and unpaid parent management fees. We did not expense any parent management fees for the years ended December
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31, 2021 and 2020. 1847 Neese entered into an offsetting management
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services agreement with our manager on March 3, 2017, which is included in discontinued operations, 1847 Goedeker entered into an offsetting
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management services agreement with our manager on April 5, 2019, which is included in discontinued operations, 1847 Asien entered into
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an offsetting management services agreement with our manager on May 28, 2020, 1847 Cabinet entered into an offsetting management services
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agreement with our manager on August 21, 2020 (which was amended and restated on October 8, 2021) and 1847 Wolo entered into an offsetting
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management services agreement with our manager on March 30, 2021. Pursuant to the offsetting management services agreements, 1847 Neese
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appointed our manager to provide certain services to it for a quarterly management fee equal to $62,500, 1847 Goedeker appointed our manager
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to provide certain services to it for a quarterly management fee equal to $62,500, 1847 Asien appointed our manager to provide certain
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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 management
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services agreement), 1847 Cabinet appointed our manager to provide certain services to it for a quarterly management fee equal to the
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greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement), which was increased to $125,000 or
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2% of adjusted net assets on October 8, 2021, and 1847 Wolo appointed our manager to provide certain services to it for a quarterly management
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fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however,
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in 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. 80 Each of these entities shall also reimburse our
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manager for all of their costs and expenses which are specifically approved by their board of directors, including all out-of-pocket costs
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and expenses, which are actually incurred by our manager or its affiliates on behalf of these entities in connection with performing services
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under the offsetting management services agreements. 1847 Asien expensed management fees of $300,000
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for the year ended December 31, 2021 and $178,022 for the period from May 29, 2020 to December 31, 2020. 1847 Cabinet expensed management fees of $345,556
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for the year ended December 31, 2021 and $75,000 for the period from October 1, 2020 to December 31, 2020. 1847 Wolo expensed management fees of $225,833
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for the year ended December 31, 2021. In conjunction with acquisition of Wolo, our manager also received a fee of $110,000. On a consolidated basis, we expensed total management
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fees of $981,389 and $253,022 for the years ended December 31, 2021 and 2020, respectively. Segments The Financial Accounting Standards Board, or FASB,
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Accounting Standard Codification, or ASC, Topic 280, Segment Reporting , requires that an enterprise report selected information
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about reportable segments in its financial reports issued to its shareholders. As of December 31, 2021, we have three reportable segments
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- the retail and appliances segment, which is operated by Asien’s, the construction segment, which is operated by Kyle’s,
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High Mountain and Innovative Cabinets, and the automotive supplies segment, which is operated by Wolo. The retail and appliances segment is comprised
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of the business of Asien’s, which is based in Santa Rosa, California, and provides a wide variety of appliance services including
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sales, delivery, installation, service and repair, extended warranties, and financing. The construction segment is comprised of
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the businesses of Kyle’s, High Mountain and Innovative Cabinets. Kyle’s, which is based in Boise, Idaho, provides a wide variety
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of construction services including custom design and build of kitchen and bathroom cabinetry, delivery, installation, service and repair,
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extended warranties, and financing. High Mountain, which is based in Reno, Nevada, specializes in all aspects of finished carpentry products
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and services, including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets,
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and fireplace mantles, among others, as well as window installation. Innovative Cabinets, also based in Reno, Nevada, specializes in custom
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cabinetry and countertops. The automotive supplies segment is comprised of
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the business of Wolo, which is based in Deer Park, New York, and designs and sells horn and safety products (electric, air, truck, marine,
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motorcycle and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment and
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emergency vehicles. We provide general corporate services to our segments;
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however, these services are not considered when making operating decisions and assessing segment performance. These services are reported
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under “Corporate Services” below and these include costs associated with executive management, financing activities and public
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company compliance. Discontinued Operations On October 23, 2020, we distributed all of the
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shares of 1847 Goedeker that we held to our shareholders. As a result of this distribution, 1847 Goedeker is no longer a subsidiary of
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our company. All financial information of 1847 Goedeker previously presented as part of retail and appliance services operations are classified
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as discontinued operations and not presented as part of continuing operations for the year ended December 31, 2020. On April 19, 2021, we entered into a stock purchase
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agreement with the original owners of Neese, pursuant to which they purchased our 55% ownership interest in 1847 Neese for a purchase
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price of $325,000 in cash. As a result of this transaction, 1847 Neese is no longer a subsidiary of our company. All financial information
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of 1847 Neese previously presented as part of land management services operations are classified as discontinued operations and not presented
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as part of continuing operations for the years ended December 31, 2021 and 2020. 81 Results of Operations The following table sets forth key components
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of our results of operations during the years ended December 31, 2021 and 2020, both in dollars and as a percentage of our revenues. Years Ended December 31, 2021 2020 Amount % of Revenues Amount % of Revenues Revenues Furniture and appliances $ 12,741,064 41.6 % $ 7,625,222 87.2 % Construction 12,203,890 39.8 % 1,120,224 12.8 % Automotive supplies 5,716,030 18.6 % - - Total revenues 30,660,984 100.0 % 8,745,446 100.0 % Operating expenses Cost of sales 20,311,724 66.2 % 6,531,435 74.7 % Personnel costs 3,247,441 10.6 % 734,867 8.4 % Depreciation and amortization 908,982 3.0 % 176,612 2.0 % General and administrative 7,296,736 23.8 % 2,652,429 30.3 % Total operating expenses 31,764,883 103.6 % 10,095,343 115.4 % Net loss from operations (1,103,899 ) (3.6 )% (1,349,897 ) (15.4 )% Other income (expense) Gain on forgiveness of debt 360,302 1.2 % - - Loss on write-down of vesting note payable – related party (602,204 ) (2.0 )% - - Loss on extinguishment of debt (137,692 ) (0.4 )% (286,350 ) (3.3 )% Loss on redemption of preferred shares (4,017,553 ) (13.1 )% - - Gain on disposition of subsidiary 3,282,804 10.7 % - - Gain on sale of property and equipment 10,885 - - - Other income and (expense) 876 - (18,196 ) (0.2 )% Interest expense (1,296,537 ) (4.2 )% (249,626 ) (2.9 )% Total other income (expense) (2,399,119 ) (7.8 )% (554,172 ) (6.3 )% Net loss before income taxes (3,503,018 ) (11.4 )% (1,904,069 ) (21.8 )% Income tax benefit (expense) (218,139 ) (0.7 )% 83,931 1.0 % Net loss from continuing operations $ (3,721,157 ) (12.1 )% $ (1,820,138 ) (20.8 )% Total revenues . Our total revenues
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were $30,660,984 for the year ended December 31, 2021, as compared to $8,745,446 for the year ended December 31, 2020. The retail and appliances segment generates revenue
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through the sales of home furnishings, including appliances and related products. Revenues from the retail and appliances segment were
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$12,741,064 for the year ended December 31, 2021 and $7,625,222 for the period from May 29, 2020 to December 31, 2020 following the acquisition
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of Asien’s. The construction segment generates revenue through
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the sale 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 kitchen countertops. Revenues from the construction
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segment were $12,203,890 for the year ended December 31, 2021, including revenue from the acquisitions of High Mountain and Innovative
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Cabinets of $6,766,540 for the period of October 9, 2021 to December 31, 2021, and $1,120,224 for the period from October 1, 2020 to December
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31, 2020 following the acquisition of Kyle’s. The automotive supplies segment generates revenue through the design
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and sale of horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), including vehicle emergency
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and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. Revenues from the automotive supplies segment
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were $5,716,030 for the period from April 1, 2021 to December 31, 2021 following the acquisition of Wolo. 82 Cost of sales . Our total cost of
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sales was $20,311,724 for the year ended December 31, 2021, as compared to $6,531,435 for the year ended December 31, 2020. Cost of sales for the retail and appliances segment
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consists of the cost of purchased merchandise plus the cost of delivering merchandise and where applicable installation, net of promotional
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rebates and other incentives received from vendors. Cost of sales for the retail and appliances segment was $9,773,371 for the year ended
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December 31, 2021 and $5,866,413 for the period from May 29, 2020 to December 31, 2020 following the acquisition of Asien’s. As
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a percentage of retail and appliances revenues, cost of sales for the retail and appliances segment was 76.7% for the year ended December
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31, 2021 and 76.9% for the period from May 29, 2020 to December 31, 2020. Cost of sales for the construction segment consists
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of finished goods, lumber, hardware and materials and plus direct labor and related costs, net of any material discounts from vendors.
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Cost of sales for the construction segment was $6,966,064 for the year ended December 31, 2021, including costs from the acquisitions
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of High Mountain and Innovative Cabinets of $3,899,268 for the period of October 9, 2021 to December 31, 2021, and $665,022 for the period
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from October 1, 2020 to December 31, 2020. As a percentage of construction revenues, cost of sales for the construction segment was 57.1%
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for the year ended December 31, 2021 and 59.4% for the period from October 1, 2020 to December 31, 2020 following the acquisition of
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Kyle’s. Cost of sales for the automotive supplies segment
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consists of the costs of purchased finished goods plus freight and tariff costs. Cost of sales for the automotive supplies segment was
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$3,572,289 for the period from April 1, 2021 to December 31, 2021 following the acquisition of Wolo. As a percentage of automotive supplies
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revenues, cost of sales for the automotive supplies segment was 62.5% for the period from April 1, 2021 to September 30, 2021. Personnel costs . Personnel costs
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