Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 19, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | 1847 Goedeker Inc. | |
Entity Central Index Key | 0001810140 | |
Document Type | 10-Q/A | |
Amendment Description | 1847 Goedeker Inc. (the "Company") is filing this amended Form 10-Q/A (this "Amendment") to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 that was originally filed with the Securities and Exchange Commission (the "SEC") on August 20, 2020 ("Original Filing") to restate its unaudited financial statements as of June 30, 2020 and December 31, 2019 (successor), for the three and six months ended June 30, 2020 (successor), for the period from April 6, 2019 to June 30, 2019 (successor), for the period from April 1, 2019 to April 5, 2019 (predecessor) and for the period from January 1, 2019 to April 5, 2019 (predecessor). As described in Item 4.02 of the Company's Current Report on Form 8-K filed with the SEC on March 29, 2021, the previously filed unaudited financial statements for these periods should no longer be relied upon. This Amendment also amends certain other items in the Original Filing, as listed below. As further discussed in Note 3 to the Company's unaudited financial statements in Part I, Item 1, "Financial Statements" of this Amendment, the Company concluded that it would restate the previously issued financial statements included in the Original Filing in connection with the modification of a sales tax liability and certain purchase accounting adjustments. In addition, the restated financial statements also include adjustments to correct certain other immaterial errors, including previously unrecorded immaterial adjustments identified in audits of prior years' financial statements. For the convenience of the reader, this Amendment sets forth the Original Filing in its entirety, as modified and superseded as necessary to reflect the restatement and other immaterial changes described above. Accordingly, the Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events and should be read in conjunction with the Original Filing and the Company's other filings with the SEC. Information not affected by the restatement and other immaterial changes is unchanged and reflects disclosures made at the time of the filing of the Original Filing. The disclosures impacted by the restatement include, but are not limited to, those related to goodwill, accounts payable and accrued expenses, additional paid-in capital, accumulated deficit, general and administrative expenses and net loss. The following items in the Original Filing have been amended as a result of, and to reflect, the restatement: Part I, Item 1. Financial Statements Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation Part II, Item 6. Exhibits In accordance with applicable SEC rules, this Amendment includes new certifications required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, from the Company's Chief Executive Officer and Chief Financial Officer dated as of the date of filing of this Amendment. | |
Amendment Flag | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39418 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 6,111,200 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Incorporation State Country Code | DE |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 3,555,946 | $ 64,470 |
Receivables | 1,955,076 | 1,862,086 |
Vendor deposits | 345,503 | 294,960 |
Merchandise inventory, net | 1,724,725 | 1,380,090 |
Other assets | 1,997,846 | 892,796 |
Total Current Assets | 9,579,096 | 4,494,402 |
Property and equipment, net | 170,741 | 185,606 |
Operating lease right-of-use assets, net | 1,792,872 | 2,000,755 |
Goodwill | 4,725,689 | 4,603,953 |
Intangible assets, net | 1,717,078 | 1,878,844 |
Deferred tax assets | 1,822,256 | 698,303 |
Other long-term assets | 45,000 | 45,000 |
TOTAL ASSETS | 19,852,732 | 13,906,863 |
Current Liabilities | ||
Accounts payable and accrued expenses | 7,372,793 | 5,375,420 |
Customer deposits | 12,431,608 | 4,164,296 |
Advances, related party | 137,500 | |
Lines of credit | 456,105 | 1,250,930 |
Current portion of notes payable, related parties | 1,260,564 | 1,068,075 |
Current portion of notes payable | 1,162,014 | 999,200 |
Convertible notes payable | 821,431 | 584,943 |
Warrant liability | 2,250,000 | 122,344 |
Current portion of operating lease liabilities | 375,885 | 422,520 |
Total Current Liabilities | 26,130,400 | 14,125,228 |
Notes payable, related parties, net of current portion | 2,155,662 | 2,232,369 |
Notes payable, net of current portion | 358,189 | |
Operating lease liabilities, net of current portion | 1,416,987 | 1,578,235 |
Contingent note payable | 49,248 | 49,248 |
TOTAL LIABILITIES | 30,110,486 | 17,985,080 |
Stockholder’s Deficit | ||
Common stock, $.0001 par value, 200,000,000 shares authorized and 4,750,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019 | 475 | 475 |
Additional paid-in capital | 2,058,390 | 1,079,179 |
Accumulated deficit | (12,316,619) | (5,157,871) |
Total Stockholder’s Deficit | (10,257,754) | (4,078,217) |
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | $ 19,852,732 | $ 13,906,863 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 4,750,000 | 4,750,000 |
Common stock, shares outstanding | 4,750,000 | 4,750,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | Apr. 05, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Apr. 05, 2019 | Jun. 30, 2020 |
Successor [Member] | |||||
Product sales, net | $ 15,285,031 | $ 10,545,880 | $ 24,962,209 | ||
Cost of goods sold | 12,685,158 | 8,702,406 | 20,796,328 | ||
Gross profit | 2,599,873 | 1,843,474 | 4,165,881 | ||
Operating Expenses | |||||
Personnel | 1,040,189 | 886,225 | 2,351,673 | ||
Advertising | 891,907 | 525,222 | 1,558,343 | ||
Bank and credit card fees | 454,569 | 232,273 | 699,309 | ||
Depreciation and amortization | 91,790 | 87,437 | 183,631 | ||
General and administrative | 1,509,417 | 1,952,241 | 2,949,257 | ||
Total Operating Expenses | 3,987,872 | 3,683,398 | 7,742,213 | ||
INCOME (LOSS) FROM OPERATIONS | (1,387,999) | (1,839,924) | (3,576,332) | ||
Other Income (Expense) | |||||
Interest income | 1,062 | 1,062 | |||
Financing costs | (74,504) | (159,255) | (269,186) | ||
Interest expense | (296,708) | (233,722) | (557,996) | ||
Loss on extinguishment of debt | (948,856) | (948,856) | |||
Write-off of acquisition receivable | (809,000) | (809,000) | |||
Change in fair value of warrant liability | (2,127,656) | 2,600 | (2,127,656) | ||
Other income (expense) | 2,880 | 45,218 | 5,263 | ||
Total Other Income (Expense) | (4,252,782) | (345,159) | (4,706,369) | ||
NET INCOME (LOSS) BEFORE INCOME TAXES | (5,640,781) | (2,185,083) | (8,282,701) | ||
INCOME TAX BENEFIT | 688,953 | 1,123,953 | |||
NET INCOME (LOSS) | $ (4,951,828) | $ (2,185,083) | $ (7,158,748) | ||
INCOME (LOSS) PER COMMON SHARE – BASIC AND DILUTED | $ (0.99) | $ (0.44) | $ (1.43) | ||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED | 5,000,000 | 5,000,000 | 5,000,000 | ||
Predecessor [Member] | |||||
Product sales, net | $ 999,855 | $ 12,946,901 | |||
Cost of goods sold | 735,186 | 11,004,842 | |||
Gross profit | 264,669 | 1,942,059 | |||
Operating Expenses | |||||
Personnel | 31,198 | 913,919 | |||
Advertising | 113,477 | 714,276 | |||
Bank and credit card fees | 72,130 | 329,247 | |||
Depreciation and amortization | 9,675 | ||||
General and administrative | 34,767 | 451,214 | |||
Total Operating Expenses | 251,572 | 2,418,331 | |||
INCOME (LOSS) FROM OPERATIONS | 13,097 | (476,272) | |||
Other Income (Expense) | |||||
Interest income | 23,807 | ||||
Financing costs | |||||
Interest expense | |||||
Loss on extinguishment of debt | |||||
Write-off of acquisition receivable | |||||
Change in fair value of warrant liability | |||||
Other income (expense) | 160 | 7,200 | |||
Total Other Income (Expense) | 160 | 31,007 | |||
NET INCOME (LOSS) BEFORE INCOME TAXES | 13,257 | (445,265) | |||
INCOME TAX BENEFIT | |||||
NET INCOME (LOSS) | $ 13,257 | $ (445,265) | |||
INCOME (LOSS) PER COMMON SHARE – BASIC AND DILUTED | $ 1.89 | $ (63.61) | |||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED | 7,000 | 7,000 |
Statement Of Stockholders_ Equi
Statement Of Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Common StockPredecessor | Common StockSuccessor [Member] | Additional Paid-in Capital | Additional Paid-in CapitalPredecessor | Additional Paid-in CapitalSuccessor [Member] | Retained Earnings/Accumulated Deficit | Retained Earnings/Accumulated DeficitPredecessor | Retained Earnings/Accumulated DeficitSuccessor [Member] | Total | Predecessor | Successor [Member] |
Beginning Balance at Dec. 31, 2018 | $ 7,000 | $ 707,049 | $ 2,684,628 | $ 3,398,677 | ||||||||
Beginning Balance, Shares at Dec. 31, 2018 | 7,000 | |||||||||||
Net loss | (445,265) | (445,265) | ||||||||||
Ending Balance at Apr. 05, 2019 | $ 7,000 | $ 707,049 | $ 2,239,363 | 2,953,412 | ||||||||
Ending Balance, Shares at Apr. 05, 2019 | 7,000 | |||||||||||
Capital contribution by Holdco for the acquisition of Goedeker Television Co. | $ 475 | 786,506 | 786,981 | |||||||||
Capital contribution by Holdco for the acquisition of Goedeker Television Co., shares | 4,750,000 | |||||||||||
Issuance of 1847 Holdings warrants in connection with notes payable | 292,673 | 292,673 | ||||||||||
Net loss | (2,185,083) | (2,185,083) | ||||||||||
Ending Balance at Jun. 30, 2019 | $ 475 | $ 1,079,179 | $ (2,185,083) | $ (1,105,429) | ||||||||
Ending Balance, Shares at Jun. 30, 2019 | 4,750,000 | |||||||||||
Beginning Balance at Dec. 31, 2019 | $ 475 | $ 1,079,179 | $ (5,157,871) | (4,078,217) | $ (4,078,217) | |||||||
Beginning Balance, Shares at Dec. 31, 2019 | 4,750,000 | |||||||||||
Net loss | (2,206,920) | (2,206,920) | ||||||||||
Ending Balance at Mar. 31, 2020 | $ 475 | 1,079,179 | (7,364,791) | (6,285,137) | ||||||||
Ending Balance, Shares at Mar. 31, 2020 | 4,750,000 | |||||||||||
Beginning Balance at Dec. 31, 2019 | $ 475 | 1,079,179 | (5,157,871) | (4,078,217) | (4,078,217) | |||||||
Beginning Balance, Shares at Dec. 31, 2019 | 4,750,000 | |||||||||||
Ending Balance at Jun. 30, 2020 | $ 475 | 2,058,390 | (12,316,619) | (10,257,754) | (10,257,754) | |||||||
Ending Balance, Shares at Jun. 30, 2020 | 4,750,000 | |||||||||||
Beginning Balance at Mar. 31, 2020 | $ 475 | 1,079,179 | (7,364,791) | (6,285,137) | ||||||||
Beginning Balance, Shares at Mar. 31, 2020 | 4,750,000 | |||||||||||
Issuance of 1847 Holdings warrants in connection with notes payable | 566,711 | 566,711 | ||||||||||
Issuance of 1847 Holdings shares in connection with exercise of warrant | 275,000 | 275,000 | ||||||||||
Forgiveness of related party debt | 137,500 | 137,500 | ||||||||||
Net loss | (4,951,828) | (4,951,828) | ||||||||||
Ending Balance at Jun. 30, 2020 | $ 475 | $ 2,058,390 | $ (12,316,619) | $ (10,257,754) | $ (10,257,754) | |||||||
Ending Balance, Shares at Jun. 30, 2020 | 4,750,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Apr. 05, 2019 | Jun. 30, 2020 | |
Successor [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (2,185,083) | $ (7,158,748) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 97,113 | 183,631 | |
Amortization of finance costs | 157,502 | 318,599 | |
Gain on write-down of contingent liability | |||
Loss on extinguishment of debt | 948,856 | ||
Write-off of acquisition receivable | 809,000 | ||
Change in fair value of warrant liability | (2,600) | 2,127,656 | |
Non-cash lease expense | 98,166 | 207,883 | |
Deferred tax assets | (1,123,953) | ||
Changes in operating assets and liabilities: | |||
Receivables | (1,812,486) | (214,726) | |
Vendor deposits | (50,543) | ||
Merchandise inventory | (608,073) | (344,635) | |
Prepaid expenses and other assets | 505,727 | (1,914,049) | |
Accounts payable and accrued expenses | 734,813 | 2,003,642 | |
Customer deposits | 995,742 | 8,267,312 | |
Operating lease liabilities | (98,166) | (207,883) | |
Net cash provided by (used in) operating activities | (2,117,345) | 3,852,042 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of property and equipment | (7,000) | ||
Net cash used in investing activities | (7,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from note payable | 1,500,000 | 642,600 | |
Repayment on notes payable | (93,750) | (181,674) | |
Proceeds from convertible notes payable | 650,000 | ||
Net borrowings (payments) on lines of credit | 591,315 | (814,492) | |
Cash paid for financing costs | (359,500) | ||
Net cash provided by (used in) financing activities | 2,288,065 | (353,566) | |
NET CHANGE IN CASH | 170,720 | 3,491,476 | |
CASH, BEGINNING OF PERIOD | 64,470 | ||
CASH, END OF PERIOD | 170,720 | 3,555,946 | |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Cash paid for interest | 77,185 | 170,385 | |
Cash paid for taxes | |||
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Operating lease right-of-use asset | 2,300,000 | ||
Debt discounts on notes payable | 66,286 | ||
Warrants in 1847 Holdings contributed on notes payable | 229,244 | ||
Warrants in 1847 Holdings contributed on convertible notes payable | 292,673 | ||
1847 Holdings common shares contributed on note payable | 137,500 | ||
Acquisition of Goedeker Television Co. | 492,601 | ||
Conversion of debt through issuance of 1847 Holdings common shares | 275,000 | ||
Exercise of warrant liability through issuance of 1847 Holdings non-controlling interest | 118,500 | ||
Derecognition of related party debt | 137,500 | ||
Adjustment to fair value of goodwill based on final purchase price allocation | $ 121,736 | ||
Predecessor [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | (445,265) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 9,675 | ||
Amortization of finance costs | |||
Gain on write-down of contingent liability | |||
Loss on extinguishment of debt | |||
Write-off of acquisition receivable | |||
Change in fair value of warrant liability | |||
Non-cash lease expense | |||
Deferred tax assets | |||
Changes in operating assets and liabilities: | |||
Receivables | 1,730,079 | ||
Vendor deposits | (73,770) | ||
Merchandise inventory | 595,466 | ||
Prepaid expenses and other assets | 2,784 | ||
Accounts payable and accrued expenses | 196,565 | ||
Customer deposits | (1,404,266) | ||
Operating lease liabilities | |||
Net cash provided by (used in) operating activities | 611,268 | ||
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of property and equipment | |||
Net cash used in investing activities | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from note payable | |||
Repayment on notes payable | |||
Proceeds from convertible notes payable | |||
Net borrowings (payments) on lines of credit | |||
Cash paid for financing costs | |||
Net cash provided by (used in) financing activities | |||
NET CHANGE IN CASH | 611,268 | ||
CASH, BEGINNING OF PERIOD | $ 2,136,961 | 1,525,693 | |
CASH, END OF PERIOD | 2,136,961 | ||
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Cash paid for interest | |||
Cash paid for taxes | |||
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Operating lease right-of-use asset | |||
Debt discounts on notes payable | |||
Warrants in 1847 Holdings contributed on notes payable | |||
Warrants in 1847 Holdings contributed on convertible notes payable | |||
1847 Holdings common shares contributed on note payable | |||
Acquisition of Goedeker Television Co. | |||
Conversion of debt through issuance of 1847 Holdings common shares | |||
Exercise of warrant liability through issuance of 1847 Holdings non-controlling interest | |||
Derecognition of related party debt | |||
Adjustment to fair value of goodwill based on final purchase price allocation |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1—ORGANIZATION AND NATURE OF BUSINESS 1847 Goedeker Inc. (the "Company") was formed under the laws of the State of Delaware on January 10, 2019 for the sole purpose of acquiring the business of Goedeker Television Co. Prior to August 4, 2020, the Company was a wholly owned subsidiary of 1847 Goedeker Holdco Inc. ("Holdco"), which was formed in State of Delaware on March 20, 2019. Neither the Company nor Holdco had any operations other than operations relating to their incorporation and organization prior to the acquisition of the business of Goedeker Television Co. Upon its formation, Holdco was a wholly owned subsidiary of 1847 Holdings LLC ("1847 Holdings"), which was formed under the laws of the State of Delaware on January 22, 2013. 1847 Holdings is in the business of acquiring small businesses in a variety of different industries. On April 5, 2019, the Company executed an asset purchase agreement with Goedeker Television Co., a Missouri corporation ("Goedeker"), pursuant to which the Company acquired substantially all the assets and assumed substantially all the liabilities of Goedeker. As partial consideration for the acquisition, the sellers of Goedeker acquired 22.5% of Holdco and Leonite Capital LLC, a lender involved with financing the acquisition of the Goedeker by the Company, acquired 7.5% of Holdco, as a result of which, 1847 Holdings held 70% of Holdco. On August 4, 2020, Holdco distributed all of its shares in the Company to its stockholders. On the same date, the Company completed an initial public offering of its common stock, pursuant to which the Company issued 1,111,200 shares of its common stock. As a result of these transactions, the Company is a majority owned (53.59%) subsidiary of 1847 Holdings. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are presented in US dollars. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained elsewhere in this report. Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. Stock Split On July 30, 2020, the Company completed a 4,750-for-1 forward stock split of its outstanding common stock. As a result of this stock split, the Company's issued and outstanding common stock increased from 1,000 to 4,750,000 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of this stock split. Predecessor and Successor Reporting The acquisition of Goedeker as described in Note 1 was accounted for under the acquisition method of accounting in accordance with GAAP. For the purpose of financial reporting, Goedeker was deemed to be the predecessor company and the Company is deemed to be the successor company in accordance with the rules and regulations issued by the Securities and Exchange Commission. The assets and liabilities of Goedeker were recorded at their respective fair values as of the acquisition date. Fair value adjustments related to the transaction are reflected in the books of the Company, resulting in assets and liabilities of the Company being recorded at fair value at April 6, 2019. Therefore, the Company's financial information prior to the transaction is not comparable to its financial information subsequent to the transaction. As a result of the impact of pushdown accounting, the financial statements and certain note presentations separate the Company's presentations into two distinct periods, the period before the consummation of the transaction (labeled "Predecessor") and the period after that date (labeled "Successor"), to indicate the application of a different basis of accounting between the periods presented. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and equivalents include: (1) currency on hand, (2) demand deposits with banks or financial institutions, (3) other kinds of accounts that have the general characteristics of demand deposits, and (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Revenue Recognition and Cost of Revenue On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition The Company collects the full sales price from the customer at the time the order is placed. The Company does not incur incremental costs obtaining purchase orders from customers, however, if the Company did, because all the Company's contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that the Company recognizes arises from orders it receives from its customers. The Company's performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, the Company's products, which generally occurs when the customer assumes the risk of loss. The risk of loss shifts to the customer at different times depending on the method of delivery. The Company delivers products to its customers in three possible ways. The first way is through a shipment of the products through a third-party carrier from the Company's warehouse to the customer (a "Company Shipment"). The second way is through a shipment of the products through a third-party carrier from a warehouse other than the Company's warehouse to the customer (a "Drop Shipment") and the third way is where the Company itself delivers the products to the customer and often also installs the product (a "Local Delivery"). In the case of a Local Delivery, the Company loads the product on to its own truck and delivers and installs the product at the customer's location. When a product is delivered through a Local Delivery, risk of loss passes to the customer at the time of installation and revenue is recognized upon installation at the customer's location. In the case of a Company Shipment and a Drop Shipment, the delivery to the customer is made free on board, or FOB, shipping point (whether from the Company's warehouse or a third party's warehouse). Therefore, risk of loss and title transfers to the customer once the products are shipped (i.e., leaves the Company's warehouse or a third-party's warehouse). After shipment and prior to delivery, the customer is able to redirect the product to a different destination, which demonstrates the customer's control over the product once shipped. Once the risk of loss has shifted to the customer, the Company has satisfied its performance obligation and the Company recognizes revenue. The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company's contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax the Company collects concurrently with revenue-producing activities are excluded from revenue. If the Company continued to apply legacy revenue recognition guidance for the six months ended June 30, 2020 and 2019, revenues, gross margin, and net loss would not have changed. Cost of revenue includes the cost of purchased merchandise plus the cost of shipping merchandise and where applicable installation, net of promotional rebates and other incentives received from vendors. Substantially all the Company's sales are to individual retail consumers. Shipping and Handling ‒ The Company bills its customers for shipping and handling charges, which are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales. Disaggregated Revenue The Company's disaggregated revenue by sales type is as follows: Successor Predecessor Three Months Ended Six Months Ended Period from April 6, 2019 Period from January 1, 2019 Appliance sales $ 11,533,006 $ 19,335,110 $ 8,449,312 $ 9,784,525 Furniture sales 2,768,327 4,050,163 1,570,546 2,456,085 Other sales 983,698 1,576,936 526,023 706,291 Total $ 15,285,031 $ 24,962,209 $ 10,545,881 $ 12,946,901 Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufacturers from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company's assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. Merchandise Inventory Inventory consists of finished products acquired for resale and is valued at the low-of-cost-or-market with cost determined on an average item basis. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions. Reserves for slow-moving and potentially obsolete inventories was $425,000 as of June 30, 2020 and December 31, 2019. Property and Equipment Property and equipment is stated at the historical cost. Maintenance and repairs of property and equipment are charged to operations as incurred. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Depreciation is computed using the straight-line method over estimated useful lives as follows: Category Useful Life (Years) Machinery and equipment 5 Office equipment 5 Vehicles 5 Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared against their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. Acquired identifiable intangible assets are amortized over the following periods: Acquired Intangible Asset Amortization Basis Expected Life (Years) Customer related Straight-line 5 Marketing related Straight-line 5 Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging Income Taxes Under the Company's accounting policies, the Company initially recognizes a tax position in its financial statements when it becomes more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts. Although the Company believes its provisions for unrecognized tax positions are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which the Company has reflected in its income tax provisions and accruals. The tax law is subject to varied interpretations, and the Company has taken positions related to certain matters where the law is subject to interpretation. Such differences could have a material impact on the Company's income tax provisions and operating results in the period(s) in which the Company makes such determination. Sales Tax Liability On June 21, 2018, the U.S. Supreme Court issued an opinion in South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018) Quill Corp v. North Dakota Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. For the three and six month periods ended June 30, 2020 and 2019, the potentially dilutive securities were penny warrants for the purchase of 250,000 shares of common stock, which were included in basic loss per share, but excluded from diluted loss per share. Going Concern Assessment Management assesses going concern uncertainty in the Company's financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued or available to be issued, which is referred to as the "look-forward period", as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. The Company has generated losses since its acquisition and has relied on cash on hand, external bank lines of credit, issuance of third party and related party debt and the sale of a note to support cashflow from operations. For the six months ended June 30, 2020, the Company incurred operating losses of $3,576,332, cash flows from operations of $3,852,042 and negative working capital of $16,554,304. Management has prepared estimates of operations for fiscal year 2020 and believes that sufficient funds will be generated from operations to fund its operations, and to service its debt obligations for one year from the date of the filing of the financial statements in the Company's 10-Q indicate improved operations and the Company's ability to continue operations as a going concern. On August 4, 2020, the Company completed an initial public offering of its common stock, pursuant to which the Company sold 1,111,200 shares of its common stock, at a purchase price of $9.00 per share, for total gross proceeds of $10,000,800 (the "IPO"). After deducting the underwriting commission and offering expenses, the Company received net proceeds of approximately $8,992,000. The Company used a portion of the proceeds from this offering to pay off certain debt. The impact of COVID-19 on the Company's business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations. Further, the recently enacted stimulus bill provides for economic assistance loans through the United States Small Business Administration. On April 8, 2020, the Company received a $642,600 Paycheck Protection Program (the "PPP") loan from the United States Small Business Administration (the "SBA") under provisions of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act provides that all or a portion of the PPP loan may be forgiven. The terms of such forgiveness and repayment terms for the portion, if any, that is not forgiven have not been announced by the SBA. The accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of these financial statements, indicate improved operations and the Company's ability to continue operations as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period. Recent Accounting Pronouncements Recently Adopted In February 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-02, Leases (Topic 842) In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Compensation - Stock Compensation In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The Company currently believes that all other issued and not yet effective accounting standards are not relevant to the Company's financial statements. Reclassifications Certain accounts have been reclassified to conform with classifications adopted in the period ended June 30, 2020. Such reclassifications had no effect on net earnings or financial position. |
Restatement of Financial Statem
Restatement of Financial Statements | 6 Months Ended |
Jun. 30, 2020 | |
Restatement of Financial Statements [Abstract] | |
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 |
Receivables
Receivables | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
RECEIVABLES | NOTE 4—RECEIVABLES At June 30, 2020 and December 31, 2019, receivables consisted of the following: June 30, December 31, Credit card payments in process of settlement $ 904,658 $ 406,838 Vendor rebates receivable 1,050,418 1,455,248 Total $ 1,955,076 $ 1,862,086 |
Merchandise Inventory
Merchandise Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
MERCHANDISE INVENTORY | NOTE 5—MERCHANDISE INVENTORY At June 30, 2020 and December 31, 2019, the inventory balances are composed of: June 30, December 31, Appliances $ 1,917,128 $ 1,538,552 Furniture 148,368 184,755 Other 84,229 81,783 Total merchandise inventory 2,149,725 1,805,090 Allowance for inventory obsolescence (425,000 ) (425,000 ) Merchandise inventory, net $ 1,724,725 $ 1,380,090 Inventory and accounts receivable are pledged to secure a loan from Burnley and SBCC described and defined in the notes below. |
Vendor Deposits
Vendor Deposits | 6 Months Ended |
Jun. 30, 2020 | |
Vendor Deposits [Abstract] | |
VENDOR DEPOSITS | NOTE 6—VENDOR DEPOSITS Deposits with vendors represent cash on deposit with one vendor arising from accumulated rebates paid by the vendor. The deposits are used by the vendor to seek to secure the Company's purchases. The deposit can be withdrawn at any time up to the amount of the Company's credit line with the vendor. Alternatively, the Company could secure their credit line with a floor plan line from a lender and withdraw all its deposits. The Company has elected to leave the deposits with the vendor on which it earns interest income. Prior to obtaining an open line of credit with a major vendor, the Company paid in advance for its purchases. The vendor did not ship product to the Company until an order was complete. As a result, the vendor held Company funds. A second vendor uses the Company's vendor deposit account as collateral. Orders from this vendor exceeded the deposit account and the Company prepaid for some orders. Vendor deposits as of June 30, 2020 and December 31, 2019 were $345,503 and $294,960, respectively. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7—PROPERTY AND EQUIPMENT Property and equipment consist of the following at June 30, 2020 and December 31, 2019: June 30, December 31, Equipment $ 14,375 $ 7,376 Warehouse equipment 29,188 29,188 Furniture and fixtures 512 512 Transportation equipment 63,784 63,784 Leasehold improvements 117,626 117,626 Total property and equipment 225,485 218,486 Accumulated depreciation (54,744 ) (32,880 ) Property and equipment, net $ 170,741 $ 185,606 Depreciation expense for the six months ended June 30, 2020, the period April 6, 2019 to June 30, 2019 and the period January 1, 2019 to April 5, 2019 was $21,864, $11,533, and $9,675, respectively. All property and equipment are pledged to secure loans from Burnley and SBCC as described and defined in the notes below. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8—INTANGIBLE ASSETS The following provides a breakdown of identifiable intangible assets as of June 30, 2020 and December 31, 2019: June 30, December 31, Customer relationships $ 749,000 $ 749,000 Marketing related 1,368,000 1,368,000 Total intangible assets 2,117,000 2,117,000 Accumulated amortization (399,922 ) (238,156 ) Intangible assets, net $ 1,717,078 $ 1,878,844 In connection with the acquisition of Goedeker, the Company identified intangible assets of $2,117,000, representing trade names and customer relationships. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 8.5 years. Amortization expense for the six months ended June 30, 2020, the period April 6, 2019 to June 30, 2019 and the period January 1, 2019 to April 5, 2019 was $161,766, $76,390, and $-0-, respectively. As of June 30, 2020, the estimated annual amortization expense for each of the next five years is as follows: 2020 (remainder of year) $ 161,766 2021 323,532 2022 323,532 2023 323,532 2024 122,132 Thereafter 462,584 Total $ 1,717,078 |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 9—BUSINESS COMBINATION On January 18, 2019, the Company entered into an asset purchase agreement with Goedeker and Steve Goedeker and Mike Goedeker (the "Stockholders"), pursuant to which the Company agreed to acquire substantially all of the assets of Goedeker used in its retail appliance and furniture business (the "Goedeker Business"). On April 5, 2019, the Company, Goedeker and the Stockholders entered into an amendment to the asset purchase agreement and closing of the acquisition of substantially all of the assets of Goedeker was completed. The aggregate purchase price, recorded as a capital contribution from Holdco, was $4,175,373 consisting of: (i) the issuance of a promissory note in the principal amount of $4,100,000 and a deemed fair value of $3,637,898; (ii) up to $600,000 in earn out payments (as described below) with a deemed fair value of $81,494; and (iii) a 22.5% ownership interest in Holdco transferred to the sellers with a deemed fair value of $786,981. The asset purchase agreement provided for an adjustment to the purchase price based on the difference between actual working capital at closing and the seller's preliminary estimate of closing date working capital. In accordance with the asset purchase agreement, an independent CPA firm was retained by the Company and Goedeker to resolve differences in the working capital amounts. The report issued by that CPA firm determined that Goedeker owed the Company $809,000, which Goedeker has not paid. On or about March 23, 2020, the Company submitted a claim for arbitration to the American Arbitration Association relating to Goedeker's failure to pay. The claim alleged, inter alia On June 2, 2020, the Company entered into a settlement agreement with Goedeker, Steve Goedeker, Mike Goedeker and 1847 Holdings. The settlement agreement and the related transaction documents that are exhibits to the settlement agreement were all signed on June 2, 2020 only became effective upon the closing of the IPO on August 4, 2020. Pursuant to the settlement agreement, the parties entered into an amendment and restatement of the 9% subordinated promissory note described below (see Note 11). In addition, the parties agreed that the arbitration action described above would be settled effective upon the closing of the IPO and that each party to such arbitration action would release all claims that it has against the other parties to such action. As part of the settlement of the arbitration action, the Company agreed that the sellers will not have to pay the $809,000 working capital adjustment amount, which resulted in a loss on write-off of acquisition receivable during the six months ended June 30, 2020. Goedeker is also entitled to receive the following earn out payments to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the asset purchase agreement) targets: 1. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater; 2. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater; and 3. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the second anniversary of the closing date is $2,500,000 or greater. To the extent the EBITDA of the Goedeker Business for any applicable period is less than $2,500,000 but greater than $1,500,000, the Company must pay a partial earn out payment to Goedeker in an amount equal to the product determined by multiplying (i) the EBITDA Achievement Percentage by (ii) the applicable earn out payment for such period, where the "Achievement Percentage" is the percentage determined by dividing (A) the amount of (i) the EBITDA of the Goedeker Business for the applicable period less (ii) $1,500,000, by (B) $1,000,000. For avoidance of doubt, no partial earn out payments shall be earned or paid to the extent the EBITDA of the Goedeker Business for any applicable period is equal or less than $1,500,000. For the trailing twelve (12) month period from the closing date, EBITDA for the Goedeker Business was ($2,825,000) so Goedeker is not entitled to an earn our payment for that period. To the extent Goedeker is entitled to all or a portion of an earn out payment, the applicable earn out payment(s) (or portion thereof) shall be paid on the date that is three (3) years from the closing date, and shall accrue interest from the date on which it is determined Goedeker is entitled to such earn out payment (or portion thereof) at a rate equal to five percent (5%) per annum, computed on the basis of a 360 day year for the actual number of days elapsed. The Company determined the fair value of the earnout on the date of acquisition was $81,494. Such amount was recorded as a contingent consideration liability within the accounts payable and accrued expense line item on the balance sheet and is revalued to fair value each reporting period until settled. The year 1 contingent liability of $32,246 was written-off in the year ending December 31, 2019 as the target was not met and the balance of the liability at December 31, 2019 is $49,248. Management reviewed the contingent consideration due at June 30, 2020 and does not believe any adjustments are required at June 30, 2020 or for the six months then ended. The fair value of the purchase consideration issued to Goedeker was allocated to the net tangible assets acquired. The Company accounted for the acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net liabilities assumed was approximately $550,316. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. Provisional goodwill was estimated at $4,603,953 at December 31, 2019 due to the preliminary valuation. During the period ending June 30, 2020, the Company subsequently adjusted the value of goodwill by $121,736 to $4,725,609 based on the finalized purchase price allocation. The table below shows the analysis of the Goedeker asset purchase: Purchase consideration at fair value: Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs $ 3,637,898 Cash to seller at closing 478,000 working capital adjustment (809,000 ) Contingent note payable 81,494 Fair value of ownership interest in Holdco transferred to seller 786,981 Amount of consideration $ 4,175,373 Assets acquired and liabilities assumed at fair value Accounts receivable $ 456,183 Inventories 1,851,251 Other assets 295,863 Property and equipment 216,286 Customer related intangibles 749,000 Marketing related intangibles 1,368,000 Accounts payable and accrued expenses (3,056,855 ) Customer deposits (2,430,044 ) Net tangible assets acquired (liabilities assumed) $ (550,316 ) Total net assets acquired (liabilities assumed) $ (550,316 ) Consideration paid 4,175,373 Goodwill $ 4,725,689 |
Lines of Credit
Lines of Credit | 6 Months Ended |
Jun. 30, 2020 | |
Lines of Credit [Abstract] | |
LINES OF CREDIT | NOTE 10—LINES OF CREDIT Burnley Capital LLC On April 5, 2019, the Company, as borrower, and Holdco entered into a loan and security agreement with Burnley Capital LLC ("Burnley") for revolving loans in an aggregate principal amount that will not exceed the lesser of (i) the borrowing base (as defined in the loan and security agreement) or (ii) $1,500,000 (provided that such amount may be increased to $3,000,000 in Burnley's sole discretion) minus reserves established Burnley at any time in accordance with the loan and security agreement. In connection with the closing of the acquisition of Goedeker on April 5, 2019, the Company borrowed $744,000 under the loan and security agreement and issued a revolving note to Burnley in the principal amount of up to $1,500,000. As of June 30, 2020, there was $232,000 available for borrowing and the balance of the line of credit was $456,104, comprised of principal of $524,938 and net of unamortized debt issuance costs of $68,834. At June 30, 2020, the Company did not meet certain loan covenants under the loan and security agreement. The agreement requires compliance with the following ratios as a percentage of earnings before interest, taxes, depreciation, and amortization for the twelve-month period ended June 30, 2020. The table below shows the required ratio and actual ratio for such period. Covenant Actual Ratio Required Ratio Total debt ratio (2.9)x 4.0x Senior debt ratio (0.7)x 1.5x Interest coverage ratio (1.2)x 1.0x In addition, the Company was not in compliance with a requirement with respect to the liquidity ratio, which is the ratio of cash and available borrowings to customer deposits. At June 30, 2020, the actual ratio was 0.36x compared to a requirement of 1.00x. The loan and security agreement with SBCC described below contains the same covenants and a cross default provision, whereby a default under the Burnley loan and security agreement triggers a default under the SBCC loan and security agreement. Accordingly, at June 30, 2020, the Company was in technical, not payment default, on these loan and security agreements and classified such debt as a current liability. There are no cross-default provisions that would require any other long-term liabilities to be classified as current. Although the Company has defaulted under the 9% subordinated promissory note described below as the result of its failure to make payments thereunder from and after August 27, 2019, the date that Burnley notified the Company that it is in technical default under Burnley's loan and security agreement, Burnley's notice also stated that pursuant to the subordination agreement, dated April 5, 2019, between Burnley and Goedeker, no payment can be made under the note so long as the Company's default relating to Burnley's loan continues. Therefore, notwithstanding the default, Goedeker has no right to accelerate the note because, in addition to the subordination agreement which otherwise would have permitted acceleration, the note itself also has specific subordination provisions that prohibit such acceleration. Since Goedeker does not currently have the right to accelerate the note, the Company has classified all amounts other than the currently due portion of the note as long-term liabilities. Upon closing of the IPO on August 4, 2020, the Company repaid the revolving note in full and the loan and security agreement was terminated (see Note 16). Northpoint Commercial Finance LLC On June 24, 2019, the Company, as borrower, entered into a loan and security agreement with Northpoint Commercial Finance LLC, which was amended on August 2, 2019, for revolving loans up to an aggregate maximum loan amount of $1,000,000 for the acquisition, financing or refinancing by the Company of inventory at an interest rate of LIBOR plus 7.99%. The Company terminated the loan and security agreement on May 18, 2020 and there is no outstanding balance as of June 30, 2020. |
Notes Payable and Warrant Liabi
Notes Payable and Warrant Liability | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND WARRANT LIABILITY | NOTE 11—NOTES PAYABLE AND WARRANT LIABILITY Small Business Community Capital II, L.P. On April 5, 2019, the Company, as borrower, and Holdco entered into a loan and security agreement with Small Business Community Capital II, L.P. ("SBCC") for a term loan in the principal amount of $1,500,000, pursuant to which the Company issued to SBCC a term note in the principal amount of up to $1,500,000 and a ten-year warrant to purchase shares of the most senior capital stock of the Company equal to 5.0% of the outstanding equity securities of the Company on a fully-diluted basis for an aggregate price equal to $100. The Company classified the warrant as a derivative liability on the balance sheet of $2,250,000 based on the estimated value of the warrants in the IPO (see Note 16). The increase in the value of the warrant from the estimated value of $122,344 at March 31, 2020 resulted in a charge of $2,127,656. The warrant is subject to remeasurement at every reporting period, however, by agreement between the Company and SBCC the warrant will convert into shares of the Company immediately upon closing of the IPO, thus, no further valuation will be necessary. The balance of the note amounts to $877,603 as of June 30, 2020, comprised of principal of $1,130,826, capitalized PIK interest of $27,476 and net of unamortized warrant feature of $158,321 and unamortized debt discount of $122,375. As noted above, as of June 30, 2020, the Company was in technical, not payment default, on this loan and security agreement and classified such debt as a current liability. Upon closing of the IPO on August 4, 2020, the Company repaid the term note in full and the loan and security agreement was terminated (see Note 16). PPP Loan On April 8, 2020, the Company received a $642,600 PPP loan from the SBA under provisions of the CARES Act. The PPP loan has a two-year term and bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP loan contains events of default and other provisions customary for a loan of this type. The PPP provides that the loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company intends to use the proceeds from the PPP loan for qualifying expenses and to apply for forgiveness of the PPP loan in accordance with the terms of the CARES Act. The Company has classified $284,411 of the PPP loan as a current liability and $358,189 as a long-term liability pending classification of the final loan terms by the SBA. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 6 Months Ended |
Jun. 30, 2020 | |
Notes Payable, Related Parties [Abstract] | |
NOTES PAYABLE, RELATED PARTIES | NOTE 12—NOTES PAYABLE, RELATED PARTIES As noted above, a portion of the purchase price for the acquisition was paid by the issuance by the Company to Steve Goedeker, as representative of Goedeker, of a 9% subordinated promissory note in the principal amount of $4,100,000. The note will accrue interest at 9% per annum, amortized on a five-year straight-line basis and payable quarterly in accordance with the amortization schedule attached thereto, and mature on April 5, 2024. The remaining balance of the note at June 30, 2020 is $3,416,226 comprised of principal of $3,930,293, net of unamortized debt discount of $354,276 and loan costs of $159,791. Pursuant to the settlement agreement described above (see Note 8), the parties entered into an amendment and restatement of the note that became effective as of the closing of the IPO on August 4, 2020, pursuant to which (i) the principal amount of the existing note was increased by $250,000, (ii) upon the closing of the IPO, the Company agreed to make all payments of principal and interest due under the note through the date of the closing, and (iii) from and after the closing, the interest rate of the note was increased from 9% to 12%. The Company also agreed to grant to the sellers, Goedeker, Steve Goedeker and Mike Goedeker, a security interest in all of the assets of the Company to secure its obligations under the amended and restated note and entered into a security agreement with them that became effective upon the closing of the IPO. The Company has the right to redeem all or any portion of the note at any time prior to the maturity date without premium or penalty of any kind. The note contains customary events of default, including in the event of (i) non-payment, (ii) a default by the Company of any of its covenants under the asset purchase agreement or any other agreement entered into in connection with the asset purchase agreement, or a breach of any of representations or warranties under such documents, or (iii) the bankruptcy of the Company. The note also contains a cross default provision which provides that if there occurs with respect to the revolving loan with Burnley or the term loan with SBCC (A) a default with respect to any payment obligation thereunder that entitles the holder thereof to declare such indebtedness to be due and payable prior to its stated maturity or (B) any other default thereunder that entitles, and has caused, the holder thereof to declare such indebtedness to be due and payable prior to maturity. Since the defaults under the loans with Burnley and SBCC are not payment defaults, they fall under clause (B) above and would require Burnley or SBCC to accelerate the payment of indebtedness under their notes (which they have not done) before the cross default provisions would result in a default under this note. As stated above, although the Company has defaulted under this note, Goedeker has no right to accelerate the note because the note has specific subordination provisions that prohibit such acceleration. Maturities of debt are as follows: For the years ended December 31, 2020 (remainder of year) $ 1,068,243 2021 795,639 2022 869,700 2023 950,655 2024 246,056 Total 3,930,293 Less: loan costs (159,791 ) Discounts (354,276 ) Total $ 3,416,226 |
Convertible Promissory Note
Convertible Promissory Note | 6 Months Ended |
Jun. 30, 2020 | |
Convertible Promissory Note [Abstract] | |
CONVERTIBLE PROMISSORY NOTE | NOTE 13—CONVERTIBLE PROMISSORY NOTE On April 5, 2019, 1847 Holdings, Holdco and the Company (collectively, "1847") entered into a securities purchase agreement with Leonite Capital LLC, a Delaware limited liability company ("Leonite"), pursuant to which 1847 issued to Leonite a secured convertible promissory note in the aggregate principal amount of $714,286. As additional consideration for the purchase of the note, (i) 1847 Holdings issued to Leonite 50,000 common shares, (ii) 1847 Holdings issued to Leonite a five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis, and (iii) Holdco issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in Holdco. On May 11, 2020, 1847 and Leonite entered into a first amendment to secured convertible promissory note, pursuant to which the parties agreed (i) to extend the maturity date of the note to October 5, 2020, (ii) that 1847's failure to repay the note on the original maturity date of April 5, 2020 shall not constitute and event of default under the note and (iii) to increase the principal amount of the note by $207,145, as a forbearance fee. The Company accounted for this transaction as a loss on extinguishment of debt. In connection with the amendment, (i) 1847 Holdings issued to Leonite another five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis and (ii) upon closing of 1847 Holdings' acquisition of Asien's Appliance, Inc., 1847 Holdings' wholly owned subsidiary 1847 Asien Inc. issued to Leonite shares of common stock equal to a 5% interest in 1847 Asien Inc. The Company accounted for the issuance of the 200,000 additional warrants as a $566,711 loss on debt restructuring and an increase in additional paid-in-capital, representing the estimated fair value of the 200,000 additional warrants for a five-year period. The note carries an original issue discount of $64,286 to cover Leonite's legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Furthermore, 1847 Holdings issued 50,000 common shares valued at $137,500 and a debt-discount related to the warrants valued at $292,673. In the second quarter of 2020, the $137,500 value of the shares was transferred from a liability to 1847 Holdings to additional paid-in-capital. The Company amortized $129,343 of financing costs related to the shares and warrants in the six months ended June 30, 2020. Under the note, Leonite has the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non-assessable common shares or any shares of capital stock or other securities of 1847 Holdings into which such common shares may be changed or reclassified. On May 4, 2020, Leonite converted $100,000 of the outstanding balance of the note into 100,000 common shares of 1847 Holdings. The Company accounted for this transaction as a $100,000 reduction in the principal amount of the debt, a $175,000 loss on extinguishment of debt, and a $275,000 increase in additional paid-in-capital representing the fair value of the 1847 Holdings common shares on the conversion date. The remaining net balance of the note at June 30, 2020 is $821,431. As a result of the activity on this note, $948,856 was recorded as loss on extinguishment of debt. Upon closing of the IPO on August 4, 2020, the Company repaid the term note in full (see Note 17). |
Operating Lease
Operating Lease | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
OPERATING LEASE | NOTE 14—OPERATING LEASE On April 5, 2019, the Company entered into a lease agreement with S.H.J., L.L.C., a Missouri limited liability company and affiliate of the Company at that time. The lease is for a term five (5) years and provides for a base rent of $45,000 per month. In addition, the Company is responsible for all taxes and insurance premiums during the lease term. In the event of late payment, interest shall accrue on the unpaid amount at the rate of eighteen percent (18%) per annum. The lease contains customary events of default, including if: (i) the Company shall fail to pay rent within five (5) days after the due date; (ii) any insurance required to be maintained by the Company pursuant to the lease shall be canceled, terminated, expire, reduced, or materially changed; (iii) the Company shall fail to comply with any term, provision, or covenant of the lease and shall not begin and pursue with reasonable diligence the cure of such failure within fifteen (15) days after written notice thereof to the Company; (iv) the Company shall become insolvent, make an assignment for the benefit of creditors, or file a petition under any section or chapter of the Bankruptcy Code, or under any similar law or statute of the United States of America or any State thereof; or (v) a receiver or trustee shall be appointed for the leased premises or for all or substantially all of the assets of the Company. Supplemental balance sheet information related to leases was as follows: Operating lease right-of-use asset $ 2,300,000 Accumulated amortization (507,128 ) Net balance $ 1,792,872 Lease liability, current portion $ 375,885 Lease liability, long-term 1,416,987 Total operating lease liability $ 1,792,872 Weighted average remaining lease term (months) 45 Weighted average discount rate 6.5 % Maturities of the lease liability for each of the next five years is as follows: 2020 (remainder of year) $ 270,000 2021 540,000 2022 540,000 2023 540,000 2024 135,000 Total lease payments $ 2,025,000 Less imputed interest (232,128 ) Total lease liability $ 1,792,872 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 15—RELATED PARTIES Offsetting Management Services Agreement On April 5, 2019, the Company entered into an offsetting management services agreement with 1847 Partners LLC (the "Manager"), a company owned and controlled by Ellery W. Roberts, the Company's chairman and controlling shareholder of 1847 Holdings. Pursuant to the offsetting management services agreement, the Company appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $62,500 or 2% of adjusted net assets (as defined in the offsetting management services agreement); provided, however, that, (i) pro-rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of 1847 Holdings' gross income with respect to such fiscal year, then the management fee to be paid by the Company for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of 1847 Holdings, until the aggregate amount of the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of 1847 Holdings' gross income with respect to such fiscal year, and (iii) if the aggregate amount the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the aggregate amount of the parent management fee (as defined in the offsetting management services agreement) with respect to such fiscal quarter, then the management fee to be paid by the Company for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to such fiscal quarter, does not exceed the parent management fee calculated and payable with respect to such fiscal quarter. On April 21, 2020, the Company entered into an amendment to the offsetting management services agreement, pursuant to which the quarterly management fee was amended to provide for a flat fee of $62,500, as opposed to the greater of $62,500 or 2% of adjusted net assets, which amendment will became effective upon closing of the IPO on August 4, 2020. The Company shall also reimburse the Manager for all costs and expenses of the Company which are specifically approved by the board of directors of the Company, including all out-of-pocket costs and expenses, that are actually incurred by the Manager or its affiliates on behalf of Goedeker in connection with performing services under the offsetting management services agreement. The Company expensed $62,500 and $58,790 in management fees for the six months ended June 30, 2020 and 2019, respectively. Payment of the management fee is subordinated to the payment of interest on the 9% subordinated promissory note (see Note 11), such that no payment of the management fee may be made if the Company is in default under the note with regard to interest payments and, for the avoidance of doubt, such payment of the management fee will be contingent on the Company being in good standing on all associated loan covenants. In addition, during the period that that any amounts are owed under the 9% subordinated promissory note or the earn out payments, the annual management fee shall be capped at $250,000. The rights of the Manager to receive payments under the offsetting management services agreement were also subordinate to the rights of Burnley and SBCC under separate subordination agreements that the Manager entered into with Burnley and SBCC on April 5, 2019. Accordingly, $188,653 due the Manager is classified as an accrued liability as of June 30, 2020. Advances As of June 30, 2020, the Manager had funded the Company $78,959 in related party advances. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. As discussed in Note 12, on April 5, 2019, 1847 Holdings issued 50,000 common shares and 200,000 warrants to Leonite in order to induce Leonite to extend credit to the Company. The common shares of 1847 Holdings were valued at $137,500. As part of the modification to this convertible note payable, 1847 Holdings also granted an additional 200,000 warrants to purchase 1847 Holdings' common shares to Leonite. |
Stockholder's Deficit
Stockholder's Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDER'S DEFICIT | NOTE 16—STOCKHOLDER'S DEFICIT Common Stock As of June 30, 2020 and December 31, 2019, the Company was authorized to issue 5,000 shares of common stock, par value $0.001 per share. On July 30, 2020, the Company amended its certificate of incorporation to (i) increase the authorized common stock from 5,000 shares to 200,000,000 shares, (ii) change the par value of the Company's common stock from $0.001 to $0.0001, and (iii) authorize 20,000,000 shares of preferred stock, 0.0001 par value per share. As of June 30, 2020 and December 31, 2019, the Company had 4,750,000 shares of common stock issued and outstanding. Each share entitles the holder thereof to one vote per share on all matters coming before the stockholders of the Company for a vote. Warrants On April 5, 2019, the Company issued to SBCC a ten-year warrant to purchase shares of the most senior capital stock of the Company equal to 5.0% of the outstanding equity securities of the Company on a fully-diluted basis for an aggregate price equal to $100 (see Note 10). SBCC exercised this warrant on August 4, 2020 (see Note 16). |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17—SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2020 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements, except as set forth below. Underwriting Agreement, Representative's Warrants and Closing of IPO On July 30, 2020, the Company entered into an underwriting agreement (the "Underwriting Agreement") with ThinkEquity, a division of Fordham Financial Management, Inc., (the "Representative"), as representative of the underwriters set forth on Schedule 1 thereto (collectively, the "Underwriters"), relating to the IPO. Under the Underwriting Agreement, the Company agreed to sell 1,111,200 shares of common stock to the Underwriters, and also agreed to grant the Underwriters' a 45-day over-allotment option to purchase an additional 166,577 shares of common stock, at a purchase price per share of $8.325 (the offering price to the public of $9.00 per share minus the underwriters' discount). Pursuant to the Underwriting Agreement, the Company also agreed to issue to the Representative and/or its affiliates warrants to purchase a number of shares of common stock equal in the aggregate to 5% of the total shares sold. The warrants will be exercisable at any time and from time to time, in whole or in part, January 26, 2021 at a per share exercise price equal to $11.25 (125% of the public offering price per share). On August 4, 2020, the Company sold 1,111,200 shares of its common stock to the Underwriters for total gross proceeds of $10,000,800. After deducting the underwriting commission and expenses, the Company received net proceeds of approximately $8,602,166. The Company also issued warrants for the purchase of 55,560 shares of common stock to affiliates of the Representative. Repayment of Burnley Loan On August 4, 2020, the Company used a portion of the proceeds from the IPO to repay the loan from Burnley (Note 9). The total payoff amount was $118,194, consisting of principal of $32,350, interest of $42 and prepayment, legal, and other fees of $85,802. Repayment of SBCC Loan On August 4, 2020, the Company used a portion of the proceeds from the IPO to repay the loan from SBCC (Note 10). The total payoff amount was $1,122,412 consisting of principal of $1,066,640, interest of $11,773 and prepayment, legal, and other fees of $43,999. Leonite Conversion and Repayment On July 24, 2020, Leonite converted $50,000 of the outstanding balance of the secured convertible promissory note (Note 12) into 50,000 common shares of 1847 Holdings. On August 4, 2020, the Company used a portion of the proceeds from the IPO to repay the secured convertible promissory note. The total payoff amount was $780,653, consisting of principal of $771,431 and interest of $9,222. Payment on Subordinated Promissory Note In accordance with the terms of the amended and restated note that became effective upon closing of the IPO on August 4, 2020 (Note 11), the Company used a portion of the proceeds from the IPO to pay $1,083,842 of the balance of the note representing a $696,204 reduction in the principal balance and interest accrued through August 4, 2020 of $387,638. Amendment and Restatement of Certificate of Incorporation On July 30, 2020, the Company amended and restated its certificate of incorporation to (i) increase the authorized common stock from 5,000 shares to 200,000,000 shares, (ii) change the par value of the Company's common stock from $0.001 to $0.0001, and (iii) authorize 20,000,000 shares of preferred stock, 0.0001 par value per share. Adoption of Equity Incentive Plan Effective as of July 30, 2020, the Company established the 1847 Goedeker Inc. 2020 Equity Incentive Plan ("Plan"). The Plan was approved by the Company's board of directors and stockholders on April 21, 2020. The Plan is administered by compensation committee of the board of directors. The Plan permits the grant of restricted stock, stock options and other forms of incentive compensation to the Company's officers, employees, directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan is 555,000 shares. Option Grant On August 4, 2020, the Company issued an incentive stock option under the Plan to the Company's Chief Executive Officer, Douglas T. Moore, for the purchase of 263,158 Conversion of SBCC Warrant Immediately prior to the closing of the IPO on August 4, 2020, SBCC converted its warrant (Note 15) into 250,000 shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are presented in US dollars. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained elsewhere in this report. |
Accounting Basis | Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. |
Stock Split | Stock Split On July 30, 2020, the Company completed a 4,750-for-1 forward stock split of its outstanding common stock. As a result of this stock split, the Company's issued and outstanding common stock increased from 1,000 to 4,750,000 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of this stock split. |
Predecessor and Successor Reporting | Predecessor and Successor Reporting The acquisition of Goedeker as described in Note 1 was accounted for under the acquisition method of accounting in accordance with GAAP. For the purpose of financial reporting, Goedeker was deemed to be the predecessor company and the Company is deemed to be the successor company in accordance with the rules and regulations issued by the Securities and Exchange Commission. The assets and liabilities of Goedeker were recorded at their respective fair values as of the acquisition date. Fair value adjustments related to the transaction are reflected in the books of the Company, resulting in assets and liabilities of the Company being recorded at fair value at April 6, 2019. Therefore, the Company's financial information prior to the transaction is not comparable to its financial information subsequent to the transaction. As a result of the impact of pushdown accounting, the financial statements and certain note presentations separate the Company's presentations into two distinct periods, the period before the consummation of the transaction (labeled "Predecessor") and the period after that date (labeled "Successor"), to indicate the application of a different basis of accounting between the periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and equivalents include: (1) currency on hand, (2) demand deposits with banks or financial institutions, (3) other kinds of accounts that have the general characteristics of demand deposits, and (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. |
Revenue Recognition and Cost of Revenue | Revenue Recognition and Cost of Revenue On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition The Company collects the full sales price from the customer at the time the order is placed. The Company does not incur incremental costs obtaining purchase orders from customers, however, if the Company did, because all the Company's contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that the Company recognizes arises from orders it receives from its customers. The Company's performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, the Company's products, which generally occurs when the customer assumes the risk of loss. The risk of loss shifts to the customer at different times depending on the method of delivery. The Company delivers products to its customers in three possible ways. The first way is through a shipment of the products through a third-party carrier from the Company's warehouse to the customer (a "Company Shipment"). The second way is through a shipment of the products through a third-party carrier from a warehouse other than the Company's warehouse to the customer (a "Drop Shipment") and the third way is where the Company itself delivers the products to the customer and often also installs the product (a "Local Delivery"). In the case of a Local Delivery, the Company loads the product on to its own truck and delivers and installs the product at the customer's location. When a product is delivered through a Local Delivery, risk of loss passes to the customer at the time of installation and revenue is recognized upon installation at the customer's location. In the case of a Company Shipment and a Drop Shipment, the delivery to the customer is made free on board, or FOB, shipping point (whether from the Company's warehouse or a third party's warehouse). Therefore, risk of loss and title transfers to the customer once the products are shipped (i.e., leaves the Company's warehouse or a third-party's warehouse). After shipment and prior to delivery, the customer is able to redirect the product to a different destination, which demonstrates the customer's control over the product once shipped. Once the risk of loss has shifted to the customer, the Company has satisfied its performance obligation and the Company recognizes revenue. The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company's contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax the Company collects concurrently with revenue-producing activities are excluded from revenue. If the Company continued to apply legacy revenue recognition guidance for the six months ended June 30, 2020 and 2019, revenues, gross margin, and net loss would not have changed. Cost of revenue includes the cost of purchased merchandise plus the cost of shipping merchandise and where applicable installation, net of promotional rebates and other incentives received from vendors. Substantially all the Company's sales are to individual retail consumers. Shipping and Handling ‒ The Company bills its customers for shipping and handling charges, which are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales. Disaggregated Revenue The Company's disaggregated revenue by sales type is as follows: Successor Predecessor Three Months Ended Six Months Ended Period from April 6, Period from January 1, Appliance sales $ 11,533,006 $ 19,335,110 $ 8,449,312 $ 9,784,525 Furniture sales 2,768,327 4,050,163 1,570,546 2,456,085 Other sales 983,698 1,576,936 526,023 706,291 Total $ 15,285,031 $ 24,962,209 $ 10,545,881 $ 12,946,901 |
Receivables | Receivables Receivables consist of credit card transactions in the process of settlement. Vendor rebates receivable represent amounts due from manufacturers from whom the Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company's assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible. |
Merchandise Inventory | Merchandise Inventory Inventory consists of finished products acquired for resale and is valued at the low-of-cost-or-market with cost determined on an average item basis. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions. Reserves for slow-moving and potentially obsolete inventories was $425,000 as of June 30, 2020 and December 31, 2019. |
Property and Equipment | Property and Equipment Property and equipment is stated at the historical cost. Maintenance and repairs of property and equipment are charged to operations as incurred. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Depreciation is computed using the straight-line method over estimated useful lives as follows: Category Useful Life (Years) Machinery and equipment 5 Office equipment 5 Vehicles 5 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared against their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. Acquired identifiable intangible assets are amortized over the following periods: Acquired Intangible Asset Amortization Basis Expected Life (Years) Customer related Straight-line 5 Marketing related Straight-line 5 |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Derivative Instrument Liability | Derivative Instrument Liability The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging |
Income Taxes | Income Taxes Under the Company's accounting policies, the Company initially recognizes a tax position in its financial statements when it becomes more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts. Although the Company believes its provisions for unrecognized tax positions are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which the Company has reflected in its income tax provisions and accruals. The tax law is subject to varied interpretations, and the Company has taken positions related to certain matters where the law is subject to interpretation. Such differences could have a material impact on the Company's income tax provisions and operating results in the period(s) in which the Company makes such determination. |
Sales Tax Liability | Sales Tax Liability On June 21, 2018, the U.S. Supreme Court issued an opinion in South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018) Quill Corp v. North Dakota |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. For the three and six month periods ended June 30, 2020 and 2019, the potentially dilutive securities were penny warrants for the purchase of 250,000 shares of common stock, which were included in basic loss per share, but excluded from diluted loss per share. |
Going Concern Assessment | Going Concern Assessment Management assesses going concern uncertainty in the Company's financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued or available to be issued, which is referred to as the "look-forward period", as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. The Company has generated losses since its acquisition and has relied on cash on hand, external bank lines of credit, issuance of third party and related party debt and the sale of a note to support cashflow from operations. For the six months ended June 30, 2020, the Company incurred operating losses of $3,576,332, cash flows from operations of $3,852,042 and negative working capital of $16,554,304. Management has prepared estimates of operations for fiscal year 2020 and believes that sufficient funds will be generated from operations to fund its operations, and to service its debt obligations for one year from the date of the filing of the financial statements in the Company's 10-Q indicate improved operations and the Company's ability to continue operations as a going concern. On August 4, 2020, the Company completed an initial public offering of its common stock, pursuant to which the Company sold 1,111,200 shares of its common stock, at a purchase price of $9.00 per share, for total gross proceeds of $10,000,800 (the "IPO"). After deducting the underwriting commission and offering expenses, the Company received net proceeds of approximately $8,992,000. The Company used a portion of the proceeds from this offering to pay off certain debt. The impact of COVID-19 on the Company's business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations. Further, the recently enacted stimulus bill provides for economic assistance loans through the United States Small Business Administration. On April 8, 2020, the Company received a $642,600 Paycheck Protection Program (the "PPP") loan from the United States Small Business Administration (the "SBA") under provisions of the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act provides that all or a portion of the PPP loan may be forgiven. The terms of such forgiveness and repayment terms for the portion, if any, that is not forgiven have not been announced by the SBA. The accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of these financial statements, indicate improved operations and the Company's ability to continue operations as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted In February 2016, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2016-02, Leases (Topic 842) In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Compensation - Stock Compensation In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The Company currently believes that all other issued and not yet effective accounting standards are not relevant to the Company's financial statements. |
Reclassifications | Reclassifications Certain accounts have been reclassified to conform with classifications adopted in the period ended June 30, 2020. Such reclassifications had no effect on net earnings or financial position. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of disaggregated revenue | Successor Predecessor Three Months Ended Six Months Ended Period from April 6, Period from January 1, Appliance sales $ 11,533,006 $ 19,335,110 $ 8,449,312 $ 9,784,525 Furniture sales 2,768,327 4,050,163 1,570,546 2,456,085 Other sales 983,698 1,576,936 526,023 706,291 Total $ 15,285,031 $ 24,962,209 $ 10,545,881 $ 12,946,901 |
Schedule of straight-line method over estimated useful lives | Category Useful Life (Years) Machinery and equipment 5 Office equipment 5 Vehicles 5 |
Schedule of identifiable intangible assets | Acquired Intangible Asset Amortization Basis Expected Life (Years) Customer related Straight-line 5 Marketing related Straight-line 5 |
Restatement of Financial Stat_2
Restatement of Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restatement of Financial Statements [Abstract] | |
Schedule of restatement of previously issued financial statements | (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. 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 |
Receivables (Tables)
Receivables (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Schedule of receivables | June 30, December 31, Credit card payments in process of settlement $ 904,658 $ 406,838 Vendor rebates receivable 1,050,418 1,455,248 Total $ 1,955,076 $ 1,862,086 |
Merchandise Inventory (Tables)
Merchandise Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | June 30, December 31, Appliances $ 1,917,128 $ 1,538,552 Furniture 148,368 184,755 Other 84,229 81,783 Total merchandise inventory 2,149,725 1,805,090 Allowance for inventory obsolescence (425,000 ) (425,000 ) Merchandise inventory, net $ 1,724,725 $ 1,380,090 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | June 30, December 31, Equipment $ 14,375 $ 7,376 Warehouse equipment 29,188 29,188 Furniture and fixtures 512 512 Transportation equipment 63,784 63,784 Leasehold improvements 117,626 117,626 Total property and equipment 225,485 218,486 Accumulated depreciation (54,744 ) (32,880 ) Property and equipment, net $ 170,741 $ 185,606 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | June 30, December 31, Customer relationships $ 749,000 $ 749,000 Marketing related 1,368,000 1,368,000 Total intangible assets 2,117,000 2,117,000 Accumulated amortization (399,922 ) (238,156 ) Intangible assets, net $ 1,717,078 $ 1,878,844 |
Schedule of annual amortization expense | 2020 (remainder of year) $ 161,766 2021 323,532 2022 323,532 2023 323,532 2024 122,132 Thereafter 462,584 Total $ 1,717,078 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of preliminary analysis for the Goedeker asset purchase | Purchase consideration at fair value: Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs $ 3,637,898 Cash to seller at closing 478,000 working capital adjustment (809,000 ) Contingent note payable 81,494 Fair value of ownership interest in Holdco transferred to seller 786,981 Amount of consideration $ 4,175,373 Assets acquired and liabilities assumed at fair value Accounts receivable $ 456,183 Inventories 1,851,251 Other assets 295,863 Property and equipment 216,286 Customer related intangibles 749,000 Marketing related intangibles 1,368,000 Accounts payable and accrued expenses (3,056,855 ) Customer deposits (2,430,044 ) Net tangible assets acquired (liabilities assumed) $ (550,316 ) Total net assets acquired (liabilities assumed) $ (550,316 ) Consideration paid 4,175,373 Goodwill $ 4,725,689 |
Lines of Credit (Tables)
Lines of Credit (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Lines of Credit [Abstract] | |
Schedule of percentage of earnings before interest, taxes, depreciation, and amortization | Covenant Actual Ratio Required Ratio Total debt ratio (2.9)x 4.0x Senior debt ratio (0.7)x 1.5x Interest coverage ratio (1.2)x 1.0x |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Notes Payable, Related Parties [Abstract] | |
Schedule of maturities of the lease liability | For the years ended December 31, 2020 (remainder of year) $ 1,068,243 2021 795,639 2022 869,700 2023 950,655 2024 246,056 Total 3,930,293 Less: loan costs (159,791 ) Discounts (354,276 ) Total $ 3,416,226 |
Operating Lease (Tables)
Operating Lease (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information related to leases | Operating lease right-of-use asset $ 2,300,000 Accumulated amortization (507,128 ) Net balance $ 1,792,872 Lease liability, current portion $ 375,885 Lease liability, long-term 1,416,987 Total operating lease liability $ 1,792,872 Weighted average remaining lease term (months) 45 Weighted average discount rate 6.5 % |
Schedule of maturities of the lease liability | 2020 (remainder of year) $ 270,000 2021 540,000 2022 540,000 2023 540,000 2024 135,000 Total lease payments $ 2,025,000 Less imputed interest (232,128 ) Total lease liability $ 1,792,872 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - shares | Aug. 04, 2020 | Apr. 05, 2019 | Jul. 30, 2020 | Jun. 30, 2020 |
Organization and Nature of Business (Textual) | ||||
Date of Incorporation | Jan. 22, 2013 | |||
Subsequent Event [Member] | ||||
Organization and Nature of Business (Textual) | ||||
Issued shares of common stock | 1,111,200 | 1,111,200 | ||
Majority owned percentage | (53.59%) | |||
Goedeker Television Co [Member] | ||||
Organization and Nature of Business (Textual) | ||||
Asset purchase agreement, description | As partial consideration for the acquisition, the sellers of Goedeker acquired 22.5% of Holdco and Leonite Capital LLC, a lender involved with financing the acquisition of the Goedeker by the Company, acquired 7.5% of Holdco, as a result of which, 1847 Holdings held 70% of Holdco. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Apr. 05, 2019 | Jun. 30, 2020 | |
Successor [Member] | ||||
Appliance sales | $ 11,533,006 | $ 8,449,312 | $ 19,335,110 | |
Furniture sales | 2,768,327 | 1,570,546 | 4,050,163 | |
Other sales | 983,698 | 526,023 | 1,576,936 | |
Total revenue | $ 15,285,031 | $ 10,545,881 | $ 24,962,209 | |
Predecessor [Member] | ||||
Appliance sales | $ 9,784,525 | |||
Furniture sales | 2,456,085 | |||
Other sales | 706,291 | |||
Total revenue | $ 12,946,901 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | 6 Months Ended |
Jun. 30, 2020 | |
Machinery and equipment [Member] | |
Estimated useful lives of property and equipment | 5 years |
Office equipment [Member] | |
Estimated useful lives of property and equipment | 5 years |
Vehicles [Member] | |
Estimated useful lives of property and equipment | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | 6 Months Ended |
Jun. 30, 2020 | |
Customer-Related [Member] | |
Amortization Basis | Straight-line |
Expected Life (Years) | 5 years |
Marketing Related [Member] | |
Amortization Basis | Straight-line |
Expected Life (Years) | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Aug. 04, 2020 | Jul. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Apr. 08, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | |
Summary of Significant Accounting Policies (Textual) | |||||||||
Stock split, description | The Company completed a 4,750-for-1 forward stock split of its outstanding common stock. As a result of this stock split, the Company’s issued and outstanding common stock increased from 1,000 to 4,750,000 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of this stock split. | ||||||||
Reserves for obsolete inventories | $ 425,000 | $ 425,000 | $ 425,000 | ||||||
Income tax positions, description | The largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts. | ||||||||
Incurred operating losses | $ 3,576,332 | ||||||||
Cash flows from operations | 3,852,042 | ||||||||
Negative working capital | 16,554,304 | 16,554,304 | |||||||
Paycheck protection program | $ 642,600 | ||||||||
Accrual sales tax liability | 4,767,000 | 4,767,000 | 2,910,200 | ||||||
Retained earnings | $ (12,316,619) | $ (12,316,619) | $ (5,157,871) | $ 748,000 | |||||
Warrants to purchase shares | 250,000 | 250,000 | 250,000 | 250,000 | |||||
Intial Public Offering [Member] | Subsequent Event [Member] | |||||||||
Summary of Significant Accounting Policies (Textual) | |||||||||
Initial public offering, description | The Company completed an initial public offering of its common stock, pursuant to which the Company sold 1,111,200 shares of its common stock, at a purchase price of $9.00 per share, for total gross proceeds of $10,000,800 (the “IPO”). After deducting the underwriting commission and offering expenses, the Company received net proceeds of approximately $8,992,000. The Company used a portion of the proceeds from this offering to pay off certain debt. |
Restatement of Financial Stat_3
Restatement of Financial Statements (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Apr. 05, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | |
ASSETS | ||||||
Total Current Assets | $ 9,579,096 | $ 4,494,402 | ||||
Goodwill | 4,725,689 | 4,603,953 | ||||
TOTAL ASSETS | 19,852,732 | 13,906,863 | ||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | 7,372,793 | 5,375,420 | ||||
Total Current Liabilities | 26,130,400 | 14,125,228 | ||||
TOTAL LIABILITIES | 30,110,486 | 17,985,080 | ||||
Stockholders' Deficit | ||||||
Additional paid-in capital | 2,058,390 | 1,079,179 | ||||
Accumulated deficit | (12,316,619) | (5,157,871) | $ 748,000 | |||
Total Stockholders' Deficit | (10,257,754) | (4,078,217) | $ 2,953,412 | $ 3,398,677 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 19,852,732 | 13,906,863 | ||||
As Filed [Member] | ||||||
ASSETS | ||||||
Total Current Assets | 9,579,066 | 4,494,402 | ||||
Goodwill | [1] | 5,097,752 | 4,976,016 | |||
TOTAL ASSETS | 20,224,795 | 14,278,926 | ||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | [2] | 2,605,793 | 2,465,220 | |||
Total Current Liabilities | 21,363,400 | 11,215,028 | ||||
TOTAL LIABILITIES | 25,343,486 | 15,074,880 | ||||
Stockholders' Deficit | ||||||
Additional paid-in capital | [1] | 2,250,932 | 1,271,721 | |||
Accumulated deficit | [2] | (7,370,098) | (2,068,150) | |||
Non-controlling Interest | [1] | |||||
Total Stockholders' Deficit | (5,118,691) | (795,954) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 20,224,795 | 14,278,926 | ||||
Adjustments [Member] | ||||||
ASSETS | ||||||
Total Current Assets | ||||||
Goodwill | (372,063) | (372,063) | ||||
TOTAL ASSETS | (372,063) | (372,063) | ||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | 4,767,000 | 2,910,200 | ||||
Total Current Liabilities | 4,767,000 | 2,910,200 | ||||
TOTAL LIABILITIES | 4,767,000 | 2,910,200 | ||||
Stockholders' Deficit | ||||||
Additional paid-in capital | (192,542) | (192,542) | ||||
Accumulated deficit | (4,767,000) | (2,910,200) | ||||
Non-controlling Interest | (179,521) | (179,521) | ||||
Total Stockholders' Deficit | (5,139,063) | (3,282,263) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ (372,063) | $ (372,063) | ||||
[1] | 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. | |||||
[2] | 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 $28,700 was interest. |
Restatement of Financial Stat_4
Restatement of Financial Statements (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | ||||
As Filed [Member] | ||||||
Gross profit | $ 2,599,873 | $ 1,843,474 | $ 4,165,881 | |||
Operating Expenses | ||||||
General and administrative | [1] | 636,217 | 539,120 | 1,202,857 | ||
Operating Expenses | [2] | |||||
Total Operating Expenses | 3,114,672 | 2,270,277 | 5,995,813 | |||
LOSS FROM OPERATIONS | (514,799) | (426,803) | (1,829,932) | |||
Total Other Income (Expense) | (4,190,982) | (316,459) | (4,595,969) | |||
NET LOSS BEFORE INCOME TAXES | (4,705,781) | (743,262) | (6,425,901) | |||
INCOME TAX BENEFIT (EXPENSE) | 688,953 | 1,123,953 | ||||
NET LOSS | $ (4,016,828) | $ (743,262) | [1] | $ (5,301,948) | [1] | |
LOSS PER COMMON SHARE – BASIC AND DILUTED | $ (0.80) | $ (0.15) | $ (1.06) | |||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED | 5,000,000 | 5,000,000 | 5,000,000 | |||
Adjustments [Member] | ||||||
Gross profit | ||||||
Operating Expenses | ||||||
General and administrative | 873,200 | 1,233,600 | 1,746,400 | |||
Operating Expenses | 179,521 | |||||
Total Operating Expenses | 873,200 | 1,413,121 | 1,746,400 | |||
LOSS FROM OPERATIONS | (873,200) | (1,413,121) | (1,746,400) | |||
Total Other Income (Expense) | (61,800) | (28,700) | (110,400) | |||
NET LOSS BEFORE INCOME TAXES | (935,000) | (1,441,821) | (1,856,800) | |||
INCOME TAX BENEFIT (EXPENSE) | ||||||
NET LOSS | (935,000) | (1,441,821) | 1,856,800 | |||
As Restated [Member] | ||||||
Gross profit | 2,599,873 | 1,843,474 | 4,165,881 | |||
Operating Expenses | ||||||
General and administrative | 1,509,417 | 1,952,241 | 2,949,257 | |||
Total Operating Expenses | 3,987,872 | 3,683,398 | 7,742,213 | |||
LOSS FROM OPERATIONS | (1,387,999) | (1,839,924) | (3,576,332) | |||
Total Other Income (Expense) | (4,252,782) | (345,159) | (4,706,369) | |||
NET LOSS BEFORE INCOME TAXES | (5,640,781) | (2,185,083) | (8,282,701) | |||
INCOME TAX BENEFIT (EXPENSE) | 688,953 | 1,123,953 | ||||
NET LOSS | $ (4,951,828) | $ (2,185,083) | $ (7,158,748) | |||
LOSS PER COMMON SHARE – BASIC AND DILUTED | $ (0.99) | $ (0.44) | $ (1.43) | |||
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED | 5,000,000 | 5,000,000 | 5,000,000 | |||
[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 $179,521 reduction in liabilities assumed, which was recognized as a general and administrative expense. |
Restatement of Financial Stat_5
Restatement of Financial Statements (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Apr. 05, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss | $ (445,265) | ||||||
Common Stock [Member] | |||||||
Balance, Shares | 7,000 | 7,000 | |||||
Net loss | |||||||
Balance, Shares | 7,000 | 7,000 | |||||
Additional Paid-in Capital [Member] | |||||||
Net loss | |||||||
Accumulated Deficit [Member] | |||||||
Net loss | $ (445,265) | ||||||
As Filed [Member] | |||||||
Balance | $ (5,118,691) | $ (2,081,074) | $ 528,934 | $ (5,118,691) | $ (795,954) | ||
Capital contribution by Holdco for the acquisition of Goedeker Television Co. | 979,523 | ||||||
Net loss | (4,016,828) | (743,262) | (1,285,120) | ||||
Balance | (5,118,691) | (2,081,074) | 528,934 | (5,118,691) | (795,954) | ||
As Filed [Member] | Common Stock [Member] | |||||||
Balance | $ 475 | $ 475 | $ 475 | $ 475 | $ 475 | ||
Balance, Shares | 4,750,000 | 4,750,000 | 4,750,000 | 4,750,000 | 4,750,000 | ||
Capital contribution by Holdco for the acquisition of Goedeker Television Co. | $ 475 | ||||||
Capital contribution by Holdco for the acquisition of Goedeker Television Co., shares | 4,750,000 | ||||||
Balance | $ 475 | $ 475 | $ 475 | $ 475 | $ 475 | ||
Balance, Shares | 4,750,000 | 4,750,000 | 4,750,000 | 4,750,000 | 4,750,000 | ||
As Filed [Member] | Additional Paid-in Capital [Member] | |||||||
Balance | $ 2,250,932 | $ 1,271,721 | $ 1,271,721 | $ 2,250,932 | $ 1,271,721 | ||
Capital contribution by Holdco for the acquisition of Goedeker Television Co. | 979,048 | ||||||
Net loss | |||||||
Balance | 2,250,932 | 1,271,721 | 1,271,721 | 2,250,932 | 1,271,721 | ||
As Filed [Member] | Accumulated Deficit [Member] | |||||||
Balance | (7,370,098) | (3,353,270) | (743,262) | (7,370,098) | (2,068,150) | ||
Capital contribution by Holdco for the acquisition of Goedeker Television Co. | |||||||
Net loss | (4,016,828) | (1,285,120) | (743,262) | ||||
Balance | (7,370,098) | (3,353,270) | (743,262) | (7,370,098) | (2,068,150) | ||
As Restated [Member] | |||||||
Balance | (10,257,754) | (6,285,137) | (1,105,429) | (10,257,754) | (4,078,217) | ||
Capital contribution by Holdco for the acquisition of Goedeker Television Co. | 786,981 | ||||||
Net loss | (4,951,828) | (2,185,083) | (2,206,920) | ||||
Balance | (10,257,754) | (6,285,137) | (1,105,429) | (10,257,754) | (4,078,217) | ||
As Restated [Member] | Common Stock [Member] | |||||||
Balance | $ 475 | $ 475 | $ 475 | $ 475 | $ 475 | ||
Balance, Shares | 4,750,000 | 4,750,000 | 4,750,000 | 4,750,000 | 4,750,000 | ||
Capital contribution by Holdco for the acquisition of Goedeker Television Co. | $ 475 | ||||||
Capital contribution by Holdco for the acquisition of Goedeker Television Co., shares | 4,750,000 | ||||||
Balance | $ 475 | $ 475 | $ 475 | $ 475 | $ 475 | ||
Balance, Shares | 4,750,000 | 4,750,000 | 4,750,000 | 4,750,000 | 4,750,000 | ||
As Restated [Member] | Additional Paid-in Capital [Member] | |||||||
Balance | $ 2,058,390 | $ 1,079,179 | $ 1,079,179 | $ 2,058,390 | $ 1,079,179 | ||
Capital contribution by Holdco for the acquisition of Goedeker Television Co. | 786,506 | ||||||
Net loss | |||||||
Balance | 2,058,390 | 1,079,179 | 1,079,179 | 2,058,390 | 1,079,179 | ||
As Restated [Member] | Accumulated Deficit [Member] | |||||||
Balance | (12,316,619) | (7,364,791) | (2,185,083) | (12,316,619) | (5,157,871) | ||
Capital contribution by Holdco for the acquisition of Goedeker Television Co. | |||||||
Net loss | (4,951,828) | (2,206,920) | (2,185,083) | ||||
Balance | $ (12,316,619) | $ (7,364,791) | $ (2,185,083) | $ (12,316,619) | $ (5,157,871) |
Restatement of Financial Stat_6
Restatement of Financial Statements (Details 3) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | $ 64,470 | |||||
CASH AND RESTRICTED CASH, END OF PERIOD | $ 3,555,946 | 3,555,946 | ||||
As Filed [Member] | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | (4,016,828) | $ (743,262) | [1] | (5,301,948) | [1] | |
Prepaid expense | [2] | |||||
Accounts payable and accrued expenses | [1] | (707,008) | 146,842 | |||
Operating liabilities | [2] | |||||
Net cash provided by (used in) operating activities | (2,117,345) | 3,852,052 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Net cash used in investing activities | (7,000) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Net cash provided by financing activities | 2,288,065 | (353,566) | ||||
NET CHANGE IN CASH AND RESTRICTED CASH | 170,720 | 3,491,486 | ||||
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | 64,470 | |||||
CASH AND RESTRICTED CASH, END OF PERIOD | 3,555,946 | 170,270 | 3,555,946 | |||
Adjustments [Member] | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | (935,000) | (1,441,821) | 1,856,800 | |||
Prepaid expense | (179,521) | |||||
Accounts payable and accrued expenses | 1,262,300 | (1,856,800) | ||||
Operating liabilities | 179,521 | |||||
Net cash provided by (used in) operating activities | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Net cash used in investing activities | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Net cash provided by financing activities | ||||||
NET CHANGE IN CASH AND RESTRICTED CASH | ||||||
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | ||||||
CASH AND RESTRICTED CASH, END OF PERIOD | ||||||
As Restated [Member] | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | (4,951,828) | (2,185,083) | (7,158,748) | |||
Prepaid expense | ||||||
Accounts payable and accrued expenses | 734,813 | 2,003,642 | ||||
Net cash provided by (used in) operating activities | (2,117,345) | 3,852,052 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Net cash used in investing activities | (7,000) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Net cash provided by financing activities | 2,288,065 | (353,566) | ||||
NET CHANGE IN CASH AND RESTRICTED CASH | 170,720 | 3,491,486 | ||||
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | 64,470 | |||||
CASH AND RESTRICTED CASH, END OF PERIOD | $ 3,555,946 | $ 170,720 | $ 3,555,946 | |||
[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 $179,521 reduction in liabilities assumed, which was recognized as a general and administrative expense. |
Restatement of Financial Stat_7
Restatement of Financial Statements (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | |
Restatement of Financial Statements (Textual) | |||
Accrued liability | $ 1,262,300 | ||
Sales tax | $ 873,200 | 1,223,600 | $ 1,746,400 |
Interest expense | $ 61,800 | $ 28,700 | $ 110,400 |
Description of financial statements | 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. | ||
Description of accrued liability | The Company accrued $935,000, of which $873,200 was sales tax and $61,800 was interest. | 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 $212,600 was interest. |
Receivables (Details)
Receivables (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Credit card payments in process of settlement | $ 904,658 | $ 406,838 |
Vendor rebates receivable | 1,050,418 | 1,455,248 |
Total | $ 1,955,076 | $ 1,862,086 |
Merchandise Inventory (Details)
Merchandise Inventory (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total merchandise inventory | $ 2,149,725 | $ 1,805,090 |
Allowance for inventory obsolescence | (425,000) | (425,000) |
Merchandise inventory, net | 1,724,725 | 1,380,090 |
Appliances [Member] | ||
Total merchandise inventory | 1,917,128 | 1,538,552 |
Furniture [Member] | ||
Total merchandise inventory | 148,368 | 184,755 |
Other [Member] | ||
Total merchandise inventory | $ 84,229 | $ 81,783 |
Vendor Deposits (Details)
Vendor Deposits (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Vendor Deposits [Abstract] | ||
Vendor deposits | $ 345,503 | $ 294,960 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Total property and equipment | $ 225,485 | $ 218,486 |
Accumulated depreciation | (54,744) | (32,880) |
Property and equipment, net | 170,741 | 185,606 |
Equipment [Member] | ||
Total property and equipment | 14,375 | 7,376 |
Warehouse equipment [Member] | ||
Total property and equipment | 29,188 | 29,188 |
Furniture and fixtures [Member] | ||
Total property and equipment | 512 | 512 |
Transportation equipment [Member] | ||
Total property and equipment | 63,784 | 63,784 |
Leasehold improvements[Member] | ||
Total property and equipment | $ 117,626 | $ 117,626 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Apr. 05, 2019 | Jun. 30, 2020 | |
Property and Equipment (Textual) | |||
Depreciation expense | $ 11,533 | $ 9,675 | $ 21,864 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Customer relationships | $ 749,000 | $ 749,000 |
Marketing related | 1,368,000 | 1,368,000 |
Total intangible assets | 2,117,000 | 2,117,000 |
Accumulated amortization | (399,922) | (238,156) |
Intangible assets, net | $ 1,717,078 | $ 1,878,844 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 (remainder of year) | $ 161,766 | |
2021 | 323,532 | |
2022 | 323,532 | |
2023 | 323,532 | |
2024 | 122,132 | |
Thereafter | 462,584 | |
Total | $ 1,717,078 | $ 1,878,844 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Apr. 05, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Intangible Assets (Textual) | ||||
Identifiable intangible assets | $ 2,117,000 | $ 2,117,000 | ||
Weighted average estimated useful life | 8 years 6 months | |||
Amortization expense | $ 76,390 | $ 0 | $ 161,766 |
Business Combination (Details)
Business Combination (Details) - Goedeker [Member] | Jun. 30, 2020USD ($) |
Purchase consideration at fair value: | |
Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs | $ 3,637,898 |
Cash to seller at closing | 478,000 |
Working capital adjustment | (809,000) |
Contingent note payable | 81,494 |
Fair value of ownership interest in Holdco transferred to seller | 786,981 |
Amount of consideration | 4,175,373 |
Assets acquired and liabilities assumed at fair value | |
Accounts receivable | 456,183 |
Inventories | 1,851,251 |
Other assets | 295,863 |
Property and equipment | 216,286 |
Customer related intangibles | 749,000 |
Marketing related intangibles | 1,368,000 |
Accounts payable and accrued expenses | (3,056,855) |
Customer deposits | (2,430,044) |
Net tangible assets acquired (liabilities assumed) | (550,316) |
Total net assets acquired (liabilities assumed) | (550,316) |
Consideration paid | 4,175,373 |
Goodwill | $ 4,725,689 |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) | Jun. 02, 2020 | Apr. 05, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Business Combination (Textual) | ||||
Business acquisition purchase price in cash | $ 3,555,946 | $ 64,470 | ||
Write-off contingent liability | 32,246 | |||
Net liabilities assumed | 550,316 | |||
Adjusted value of goodwill | 121,736 | |||
Goodwill | 4,725,689 | $ 4,603,953 | ||
Goedeker [Member] | ||||
Business Combination (Textual) | ||||
Business acquisition purchase price | $ 4,175,373 | |||
Business acquisition purchase price in cash | 4,100,000 | |||
Deemed fair value | $ 3,637,898 | |||
Description of promissory note | (i) the issuance of a promissory note in the principal amount of $4,100,000 and a deemed fair value of $3,637,898; (ii) up to $600,000 in earn out payments (as described below) with a deemed fair value of $81,494; and (iii) a 22.5% ownership interest in Holdco transferred to the sellers with a deemed fair value of $786,981. | |||
Business acquisition purchase price in cash description | The report issued by that CPA firm determined that Goedeker owed the Company $809,000, which Goedeker has not paid. On or about March 23, 2020, the Company submitted a claim for arbitration to the American Arbitration Association relating to Goedeker's failure to pay. The claim alleged, inter alia, breach of contract, fraud, indemnification and the breach of the covenant of good faith and fair dealing. The Company alleged damages in the amount of $809,000, plus attorneys' fees and costs. The $809,000 is included in other assets in the accompanying balance sheet as of December 31, 2019. | |||
Goedeker Television [Member] | ||||
Business Combination (Textual) | ||||
Business acquisition purchase price payable earn out payments | $ 81,494 | |||
Business acquisition purchase price in cash description | Pursuant to the settlement agreement, the parties entered into an amendment and restatement of the 9% subordinated promissory note described below (see Note 11). In addition, the parties agreed that the arbitration action described above would be settled effective upon the closing of the IPO and that each party to such arbitration action would release all claims that it has against the other parties to such action. As part of the settlement of the arbitration action, the Company agreed that the sellers will not have to pay the $809,000 working capital adjustment amount, which resulted in a loss on write-off of acquisition receivable during the six months ended June 30, 2020. | Goedeker Business for any applicable period is less than $2,500,000 but greater than $1,500,000, the Company must pay a partial earn out payment to Goedeker in an amount equal to the product determined by multiplying (i) the EBITDA Achievement Percentage by (ii) the applicable earn out payment for such period, where the "Achievement Percentage" is the percentage determined by dividing (A) the amount of (i) the EBITDA of the Goedeker Business for the applicable period less (ii) $1,500,000, by (B) $1,000,000. For avoidance of doubt, no partial earn out payments shall be earned or paid to the extent the EBITDA of the Goedeker Business for any applicable period is equal or less than $1,500,000. For the trailing twelve (12) month period from the closing date, EBITDA for the Goedeker Business was ($2,825,000) so Goedeker is not entitled to an earn our payment for that period. | ||
Earn out payments description | Goedeker is also entitled to receive the following earn out payments to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the asset purchase agreement) targets: 1. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater; 2. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater; and 3. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the second anniversary of the closing date is $2,500,000 or greater. | |||
Additional consideration description | The applicable earn out payment(s) (or portion thereof) shall be paid on the date that is three (3) years from the closing date, and shall accrue interest from the date on which it is determined Goedeker is entitled to such earn out payment (or portion thereof) at a rate equal to five percent (5%) per annum, computed on the basis of a 360 day year for the actual number of days elapsed. | |||
Note payable, net of debt discount | $ 462,102 | |||
Note payable, net of capitalized financing costs | $ 215,500 |
Lines of Credit (Details)
Lines of Credit (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Total debt ratio [Member] | |
Actual Ratio | (2.9) |
Required Ratio | 4 |
Senior debt ratio [Member] | |
Actual Ratio | (0.7) |
Required Ratio | 1.5 |
Interest coverage ratio [Member] | |
Actual Ratio | (1.2) |
Required Ratio | 1 |
Lines of Credit (Details Textua
Lines of Credit (Details Textual) | Apr. 05, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 24, 2019USD ($) |
Liquidity Ratio [Member] | |||
Actual ratio | 0.36 | ||
Required ratio | 1 | ||
Burnley [Member] | |||
Loan and security agreement, description | (i) the borrowing base (as defined in the loan and security agreement) or (ii) $1,500,000 (provided that such amount may be increased to $3,000,000 in Burnley’s sole discretion) minus reserves established Burnley at any time in accordance with the loan and security agreement. | ||
Borrowed amount | $ 744,000 | ||
Line of credit principal amount | $ 456,104 | ||
Issuance of revolving note | 1,500,000 | ||
Line of credit outstanding | 232,000 | ||
Unamortized debt discount | 68,834 | ||
Comprised of principal amount | $ 524,938 | ||
Subordinated promissory note percentage | 9.00% | ||
Northpoint Commercial Finance LLC [Member] | |||
Line of credit outstanding | $ 1,000,000 | ||
Interest rate | 7.99% |
Notes Payable and Warrant Lia_2
Notes Payable and Warrant Liability (Details) - USD ($) | Apr. 08, 2020 | Apr. 05, 2019 | Mar. 31, 2020 | Jun. 30, 2020 |
Notes payable (Textual) | ||||
Term loan principal amount | $ 714,286 | $ 3,416,226 | ||
Loan and security agreement, description | (i) 1847 Holdings issued to Leonite 50,000 common shares, (ii) 1847 Holdings issued to Leonite a five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis, and (iii) Holdco issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in Holdco. | |||
Derivative liability | 2,250,000 | |||
Increase in estimated value of warrants | $ 122,344 | |||
Warrant estimated charge | $ 2,127,656 | |||
Comprised of principal | 1,130,826 | |||
Capitalized PIK interest | 27,476 | |||
Unamortized loan costs | 158,321 | |||
Unamortized warrant feature | $ 122,375 | |||
Small Business Community Capital [Member] | ||||
Notes payable (Textual) | ||||
Term loan principal amount | $ 1,500,000 | |||
Loan and security agreement, description | Pursuant to which the Company issued to SBCC a term note in the principal amount of up to $1,500,000 and a ten-year warrant to purchase shares of the most senior capital stock of the Company equal to 5.0% of the outstanding equity securities of the Company on a fully-diluted basis for an aggregate price equal to $100. | |||
Payroll Protection Program [Member] | ||||
Notes payable (Textual) | ||||
Received loan | $ 642,600 | |||
Loan bears interest rate | 1.00% | |||
Term of loan | 2 years | |||
PPP loan current liability | $ 284,411 | |||
Long-term liability | $ 358,189 |
Notes Payable, Related Partie_2
Notes Payable, Related Parties (Details) | Jun. 30, 2020USD ($) |
2020 (remainder of year) | $ 270,000 |
2021 | 540,000 |
2022 | 540,000 |
2023 | 540,000 |
2024 | 135,000 |
Total | 2,025,000 |
Goedeker [Member] | |
2020 (remainder of year) | 1,068,243 |
2021 | 795,639 |
2022 | 869,700 |
2023 | 950,655 |
2024 | 246,056 |
Total | 3,930,293 |
Less: loan costs | (159,791) |
Discounts | (354,276) |
Maturities of lease liabilities | $ 3,416,226 |
Notes Payable, Related Partie_3
Notes Payable, Related Parties (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 04, 2020 | Jun. 30, 2020 | Apr. 05, 2019 | |
Notes Payable, Related Parties (Textual) | |||
Principal amount | $ 3,416,226 | $ 714,286 | |
Goedeker [Member] | |||
Notes Payable, Related Parties (Textual) | |||
Subordinated promissory note percentage | 9.00% | ||
Principal amount | $ 4,100,000 | ||
Straight-line basis period | 5 years | ||
Notes payable maturity date | Apr. 5, 2024 | ||
Accrue interest | 9.00% | ||
Comprised principal | $ 3,930,293 | ||
Net unamortized debt discount | 354,276 | ||
Loan costs | $ 159,791 | ||
Goedeker [Member] | Intial Public Offering [Member] | Subsequent Event [Member] | |||
Notes Payable, Related Parties (Textual) | |||
Settlement agreement, description | (i) the principal amount of the existing note was increased by $250,000, (ii) upon the closing of the IPO, the Company agreed to make all payments of principal and interest due under the note through the date of the closing, and (iii) from and after the closing, the interest rate of the note was increased from 9% to 12%. |
Convertible Promissory Note (De
Convertible Promissory Note (Details) - USD ($) | May 11, 2020 | Apr. 05, 2019 | May 04, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 |
Convertible Promissory Note (Textual) | ||||||
Aggregate principal amount | $ 714,286 | $ 3,416,226 | $ 3,416,226 | |||
Additional purchase of note, description | (i) 1847 Holdings issued to Leonite 50,000 common shares, (ii) 1847 Holdings issued to Leonite a five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis, and (iii) Holdco issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in Holdco. | |||||
Secured convertible promissory note description | The amendment, (i) 1847 Holdings issued to Leonite another five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis and (ii) upon closing of 1847 Holdings' acquisition of Asien's Appliance, Inc., 1847 Holdings' wholly owned subsidiary 1847 Asien Inc. issued to Leonite shares of common stock equal to a 5% interest in 1847 Asien Inc. The Company accounted for the issuance of the 200,000 additional warrants as a $566,711 loss on debt restructuring and an increase in additional paid-in-capital, representing the estimated fair value of the 200,000 additional warrants for a five-year period. | |||||
Forbearance fee | $ 207,145 | |||||
Purchase price description | The note carries an original issue discount of $64,286 to cover Leonite's legal fees, accounting fees, due diligence fees and/or other transactional costs incurred in connection with the purchase of the note. Furthermore, 1847 Holdings issued 50,000 common shares valued at $137,500 and a debt-discount related to the warrants valued at $292,673. In the second quarter of 2020, the $137,500 value of the shares was transferred from a liability to 1847 Holdings to additional paid-in-capital. The Company amortized $129,343 of financing costs related to the shares and warrants in the six months ended June 30, 2020. | |||||
Remaining net balance | 821,437 | 821,437 | ||||
Outstanding balance | $ 100,000 | |||||
Shares of common stock | 100,000 | |||||
Transaction cost | $ 100,000 | |||||
Loss on conversion of debt | 175,000 | |||||
Increase in additional paid-in-capital | $ 275,000 | |||||
Successor [Member] | ||||||
Convertible Promissory Note (Textual) | ||||||
Loss on extinguishment of debt | $ (948,856) | $ (948,856) |
Operating Lease (Details)
Operating Lease (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease right-of-use asset | $ 1,792,872 | $ 2,000,755 |
Accumulated amortization | (507,128) | |
Net balance | 1,792,872 | |
Lease liability, current portion | 1,416,987 | $ 1,578,235 |
Lease liability, long-term | 1,416,987 | |
Total operating lease liability | $ 1,792,872 | |
Weighted average remaining lease term (months) | 45 months | |
Weighted average discount rate | 6.50% |
Operating Lease (Details 1)
Operating Lease (Details 1) | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (remainder of year) | $ 270,000 |
2021 | 540,000 |
2022 | 540,000 |
2023 | 540,000 |
2024 | 135,000 |
Total lease payments | 2,025,000 |
Less imputed interest | (232,128) |
Total lease liability | $ 1,792,872 |
Operating Lease (Details Textua
Operating Lease (Details Textual) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Operating Lease (Textual) | |
Term of lease | 5 years |
Interest rate on unpaid amount | 18.00% |
Base rent peer month | $ 45,000 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Apr. 05, 2019 | Apr. 21, 2020 | Jun. 30, 2020 | Jun. 30, 2019 |
Related Parties (Textual) | ||||
Management fee | $ 62,500 | $ 58,790 | ||
Interest rate | 9.00% | |||
Warrants issued | 200,000 | |||
Shares issued | 50,000 | |||
Common shares value | $ 137,500 | |||
Warrants to purchase of common stock | 200,000 | |||
Maximum [Member] | ||||
Related Parties (Textual) | ||||
Management fee | $ 250,000 | |||
Management Services Agreement [Member] | ||||
Related Parties (Textual) | ||||
Description of management fee | Quarterly management fee equal to the greater of $62,500 or 2% of adjusted net assets | The quarterly management fee was amended to provide for a flat fee of $62,500, as opposed to the greater of $62,500 or 2% of adjusted net assets | ||
Description of gross income | Expected to exceed, 9.5% of 1847 Holdings' gross income with respect to such fiscal year. | |||
Management fee | $ 62,500 | |||
Manager [Member] | ||||
Related Parties (Textual) | ||||
Accrued liability | 188,653 | |||
Advances, related party | $ 78,959 |
Stockholder's Deficit (Details)
Stockholder's Deficit (Details) - $ / shares | Jul. 30, 2020 | Apr. 05, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock ,authorized | 200,000,000 | 200,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares outstanding | 4,750,000 | 4,750,000 | ||
Subsequent Event [Member] | ||||
Certificate of incorporation, description | The Company amended its certificate of incorporation to (i) increase the authorized common stock from 5,000 shares to 200,000,000 shares, (ii) change the par value of the Company’s common stock from $0.001 to $0.0001, and (iii) authorize 20,000,000 shares of preferred stock, 0.0001 par value per share. | |||
Warrants [Member] | ||||
Security agreement, description | The Company issued to SBCC a ten-year warrant to purchase shares of the most senior capital stock of the Company equal to 5.0% of the outstanding equity securities of the Company on a fully-diluted basis for an aggregate price equal to $100 (see Note 10). SBCC exercised this warrant on August 4, 2020 (see Note 16). |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 04, 2020 | Jul. 30, 2020 | Apr. 05, 2019 | Jul. 30, 2020 | Jun. 30, 2020 |
Subsequent Event (Textual) | |||||
Principal amount | $ 714,286 | $ 3,416,226 | |||
Converted outstanding balance of secured convertible promissory | $ 275,000 | ||||
Terms agreement lender, description | (i) 1847 Holdings issued to Leonite 50,000 common shares, (ii) 1847 Holdings issued to Leonite a five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis, and (iii) Holdco issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in Holdco. | ||||
Subsequent Event [Member] | |||||
Subsequent Event (Textual) | |||||
Shares of common stock sold | 1,111,200 | 1,111,200 | |||
Underwritting agreement, description | The offering price to the public of $9.00 per share minus the underwriters' discount. | ||||
Gross proceeds | $ 10,000,800 | ||||
Received net proceeds | $ 8,602,166 | ||||
Warrant to purchase common shares | 55,560 | ||||
Purchase of Stock | 263,158 | ||||
Exercise price | $ 9 | ||||
Stock option description | The option vests with respect to 25% of the shares on August 15, 2020 and on each of the first, second and third anniversaries thereof, respectively. | (i) increase the authorized common stock from 5,000 shares to 200,000,000 shares, (ii) change the par value of the Company's common stock from $0.001 to $0.0001, and (iii) authorize 20,000,000 shares of preferred stock, 0.0001 par value per share. | |||
Subsequent Event [Member] | 2020 Equity Incentive Plan [Member] | |||||
Subsequent Event (Textual) | |||||
Shares of common stock sold | 555,000 | ||||
Subsequent Event [Member] | Affliates [Member] | |||||
Subsequent Event (Textual) | |||||
Underwritting agreement, description | Pursuant to the Underwriting Agreement, the Company also agreed to issue to the Representative and/or its affiliates warrants to purchase a number of shares of common stock equal in the aggregate to 5% of the total shares sold. The warrants will be exercisable at any time and from time to time, in whole or in part, beginning on January 26, 2021 until July 30, 2025, at a per share exercise price equal to $11.25 (125% of the public offering price per share). | ||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Equity Option [Member] | |||||
Subsequent Event (Textual) | |||||
Purchase of Stock | 263,158 | ||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||
Subsequent Event (Textual) | |||||
Shares of common stock sold | 166,577 | ||||
Purchase price per share | $ 8.325 | $ 8.325 | |||
Subsequent Event [Member] | Subordinated Promissory Note [Member] | |||||
Subsequent Event (Textual) | |||||
Payment on subordinated promissory note, description | In accordance with the terms of the amended and restated note that became effective upon closing of the IPO on August 4, 2020 (Note 11), the Company used a portion of the proceeds from the IPO to pay $1,083,842 of the balance of the note. | ||||
Principal amount | $ 696,204 | ||||
Proceeds from the IPO to pay | 1,083,842 | ||||
Accrued interest | 387,638 | ||||
Subsequent Event [Member] | Secured Convertible Promissory Note [Member] | |||||
Subsequent Event (Textual) | |||||
Total payoff amount | 780,653 | ||||
Principal amount | 771,431 | ||||
Interest | $ 9,222 | ||||
Converted of common stock | 50,000 | ||||
Converted outstanding balance of secured convertible promissory | $ 50,000 | ||||
Subsequent Event [Member] | SBCC Loan [Member] | |||||
Subsequent Event (Textual) | |||||
Total payoff amount | 1,122,412 | ||||
Principal amount | 1,066,640 | ||||
Interest | 11,773 | ||||
Prepayment, legal, and other fees | 43,999 | ||||
Subsequent Event [Member] | Burnley Loan [Member] | |||||
Subsequent Event (Textual) | |||||
Total payoff amount | 118,194 | ||||
Principal amount | 32,350 | ||||
Interest | 42 | ||||
Prepayment, legal, and other fees | $ 85,802 | ||||
Subsequent Event [Member] | Conversion of SBCC Warrant [Member] | |||||
Subsequent Event (Textual) | |||||
Converted of common stock | 25,000 |