RESTATEMENT OF FINANCIAL STATEMENTS | NOTE 3—RESTATEMENT OF FINANCIAL STATEMENTS The Company restated its previously issued financial statements as of June 30, 2020 and December 31, 2019 and for the periods April 6 to June 30, 2019 and the three and six months ended June 30, 2020 to reflect the modification of a sales tax liability and purchase accounting adjustments: (1) The Company determined that it should accrue a liability for potential 2020 and 2019 sales taxes that might be payable to the states in which it operates as a result of the Wayfair decision (See Note 2 – Sales Tax Liability). Accordingly, for the three months ended June 30, 2020, the Company accrued $935,000, of which $873,200 was sales tax and $61,800 was interest. For the six months ended June 30, 2020, the Company accrued $1,856,800, of which $1,746,400 was sales tax and $110,400 was interest. At June 30, 2020, the Company had a total accrued liability of $4,767,000 of which $4,554,400 was sales tax and $212,600 was interest. For the period April 6 to June 30, 2019, the Company accrued $1,262,300, of which $1,223,600 was sales tax and $28,700 was interest. (2) The Company adjusted the fair value of ownership interests in Holdco that were transferred to seller and the value of liabilities assumed in the April 5, 2019 acquisition (see Note 9) resulting in a $372,063 reduction in Goodwill, a $192,542 reduction in Additional Paid in Capital, and $179,521 reduction in liabilities assumed, which was recognized as a general and administrative expense. The following tables summarize the effect of the restatement on the specific items presented in our previously reported financial statements: 1847 GOEDEKER INC. BALANCE SHEET June 30, 2020 June 30, Adjustments June 30, ASSETS Total Current Assets $ 9,579,066 $ - $ 9,579,099 Goodwill 5,097,752 (2) (372,063 ) 4,725,689 TOTAL ASSETS $ 20,224,795 $ (372,063 ) $ 19,852,732 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable and accrued expenses $ 2,605,793 (1) $ 4,767,000 $ 7,372,793 Total Current Liabilities 21,363,400 4,767,000 26,130,400 TOTAL LIABILITIES 25,343,486 4,767,000 30,110,486 Stockholders' Deficit Additional paid-in capital 2,250,932 (2) (192,542 ) 2,058,390 Accumulated deficit (7,370,098 )(1) (4,767,000 ) (12,316,619 ) (2) (179,521 ) Total Stockholders' Deficit (5,118,691 ) (5,139,063 ) (10,257,754 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 20,224,795 $ (372,063 ) $ 19,852,732 1847 GOEDEKER INC. BALANCE SHEET December 31, 2019 December 31, Adjustments December 31, ASSETS Total Current Assets $ 4,494,402 $ - $ 4,494,402 Goodwill 4,976,016 (2) (372,063 ) 4,603,953 TOTAL ASSETS $ 14,278,926 $ (372,063 ) $ 13,906,863 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable and accrued expenses $ 2,465,220 (1) $ 2,910,200 $ 5,375,420 Total Current Liabilities 11,215,028 2,910,200 14,125,228 TOTAL LIABILITIES 15,074,880 2,910,200 17,985,080 Stockholders' Deficit Additional paid-in capital 1,271,721 (2) (192,542 ) 1,079,179 Accumulated deficit (2,068,150 )(1) (2,910,200 ) (5,157,871 ) (2) (179,521 ) Total Stockholders' Deficit (795,954 ) (3,282,263 ) (4,078,217 ) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 14,278,926 $ (372,063 ) $ 13,906,863 1847 GOEDEKER INC. STATEMENTS OF OPERATIONS Three Months Ended June 30, 2020 Three Months Ended June 30, 2020 Adjustments Three Months Ended June 30, 2020 Gross profit $ 2,599,873 $ - $ 2,599,873 Operating Expenses General and administrative 636,217 (1 ) 873,200 1,509,417 Total Operating Expenses 3,114,672 873,200 3,987,872 LOSS FROM OPERATIONS (514,799 ) (873,200 ) (1,387,999 ) Total Other Income (Expense) (4,190,982 ) (61,800 ) (4,252,782 ) NET LOSS BEFORE INCOME TAXES (4,705,781 ) (935,000 ) (5,640,781 ) INCOME TAX BENEFIT (EXPENSE) 688,953 - 688,953 NET LOSS $ (4,016,828 ) $ (935,000 ) $ (4,951,828 ) LOSS PER COMMON SHARE – BASIC AND DILUTED $ (0.80 ) $ (0.99 ) WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED 5,000,000 5,000,000 1847 GOEDEKER INC. STATEMENTS OF OPERATIONS Six Months Ended June 30, 2020 Six Months Ended June 30, 2020 Adjustments Six Months Ended June 30, 2020 Gross profit $ 4,165,881 $ - $ 4,165,881 Operating Expenses General and administrative 1,202,857 (1 ) 1,746,400 2,949,257 Total Operating Expenses 5,995,813 1,746,400 7,742,213 LOSS FROM OPERATIONS (1,829,932 ) (1,746,400 ) (3,576,332 ) Total Other Income (Expense) (4,595,969 ) (110,400 ) (4,706,369 ) NET LOSS BEFORE INCOME TAXES (6,425,901 ) (1,856,800 ) (8,282,701 ) INCOME TAX BENEFIT (EXPENSE) 1,123,953 - 1,123,953 NET LOSS $ (5,301,948 ) $ 1,856,800 ) $ (7,158,748 ) LOSS PER COMMON SHARE – BASIC AND DILUTED $ (1.06 ) $ (1.43 ) WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED 5,000,000 5,000,000 1847 GOEDEKER INC. STATEMENTS OF OPERATIONS Period from April 6, 2019 through June 30, 2019 Period from April 6, 2019 through June 30, 2019 Adjustments Period from April 6, 2019 through June 30, 2019 Gross profit 1,843,474 - 1,843,474 Operating Expenses General and administrative 539,120 (1 ) 1,233,600 1,952,241 (2 ) 179,521 Total Operating Expenses 2,270,277 1,413,121 3,683,398 LOSS FROM OPERATIONS (426,803 ) (1,413,121 ) (1,839,924 ) Total Other Income (Expense) (316,459 ) (28,700 ) (345,159 ) NET LOSS BEFORE INCOME TAXES (743,262 ) (1,441,821 ) (2,185,083 ) INCOME TAX BENEFIT (EXPENSE) - - - NET LOSS $ (743,262 ) $ (1,441,821 ) $ (2,185,083 ) LOSS PER COMMON SHARE – BASIC AND DILUTED $ (0.15 ) $ (0.44 ) WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED 5,000,000 5,000,000 1847 GOEDEKER INC. STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) Three and Six Months Ended June 30, 2020 Common Stock Additional Accumulated Total Shares Amount Capital Deficit Deficit As Filed: Balance, January 1, 2020 4,750,000 $ 475 $ 1,271,721 $ (2,068,150 ) $ (795,954 ) Net loss - - - (1,285,120 ) (1,285,120 ) Balance, March 31, 2020 4,750,000 $ 475 $ 1,271,721 $ (3,353,270 ) $ (2,081,074 ) Net loss - - - (4,016,828 ) (4,016,828 ) Balance, June 30, 2020 4,750,000 $ 475 $ 2,250,932 $ (7,370,098 ) $ (5,118,691 ) As Restated: Balance, January 1, 2020 4,750,000 $ 475 $ 1,079,179 $ (5,157,871 ) $ (4,078,217 ) Net loss - - - (2,206,920 ) (2,206,920 ) Balance, March 31, 2020 4,750,000 $ 475 $ 1,079,179 $ (7,364,791 ) $ (6,285,137 ) Net loss - - - (4,951,828 ) (4,951,828 ) Balance, June 30, 2020 4,750,000 $ 475 $ 2,058,390 $ (12,316,619 ) $ (10,257,754 ) 1847 GOEDEKER INC. STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) Period from April 6, 2019 through June 30, 2019 Common Stock Additional Accumulated Total Shares Amount Capital Deficit (Deficit) As Filed: Capital contribution by Holdco for the acquisition of Goedeker Television Co. 4,750,000 $ 475 $ 979,048 $ - $ 979,523 Net loss for the period from April 6, 2019 through June 30, 2019 - - - $ (743,262 ) (743,262 ) Balance, June 30, 2019 4,750,000 $ 475 $ 1,271,721 $ (743,262 ) $ 528,934 As Restated: Capital contribution by Holdco for the acquisition of Goedeker Television Co. 4,750,000 $ 475 $ 786,506 $ - $ 786,981 Net loss for the period from April 6, 2019 through June 30, 2019 - - - (2,185,083 ) (2,185,083 ) Balance, June 30, 2019 4,750,000 $ 475 $ 1,079,179 $ (2,185,083 ) $ (1,105,429 ) 1847 GOEDEKER INC. STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2020 Six Months Ended June 30, Adjustments Six Months Ended June 30, CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (5,301,948 ) (1 ) $ (1,856,800 ) $ (7,158,748 ) Accounts payable and accrued expenses 146,842 (1 ) 1,856,800 2,003,642 Net cash provided by (used in) operating activities 3,852,052 - 3,852,052 CASH FLOWS FROM INVESTING ACTIVITIES Net cash used in investing activities (7,000 ) - (7,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Net cash provided by financing activities (353,566 ) - (353,566 ) NET CHANGE IN CASH AND RESTRICTED CASH 3,491,476 - 3,491,476 CASH AND RESTRICTED CASH, BEGINNING OF PERIOD 64,470 - 64,470 CASH AND RESTRICTED CASH, END OF PERIOD $ 3,555,946 $ - $ 3,555,946 1847 GOEDEKER INC. STATEMENTS OF CASH FLOWS Period from April 6, 2019 through June 30, 2019 Period from April 6, Adjustments Period from April 6, CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (743,262 ) (1 ) $ (1,262,300 ) $ (2,185,083 ) (2 ) (179,521 ) Accounts payable and accrued expenses (707,008 ) (1 ) 1,262,300 734,813 (2 ) 179,521 Net cash provided by (used in) operating activities (2,117,345 ) (2,117,345 ) CASH FLOWS FROM INVESTING ACTIVITIES Net cash used in investing activities - - - CASH FLOWS FROM FINANCING ACTIVITIES Net cash provided by financing activities 2,288,065 - 2,288,065 NET CHANGE IN CASH AND RESTRICTED CASH 170,720 - 170,720 CASH AND RESTRICTED CASH, BEGINNING OF PERIOD - - - CASH AND RESTRICTED CASH, END OF PERIOD $ 170,270 $ - $ 170,720 |