Polished.com (POLCQ) 10-K 31 Mar 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 28, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	1847 GOEDEKER INC.
Trading Symbol	GOED
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		106,387,332
Entity Public Float			$ 372,400,000
Amendment Flag	false
Entity Central Index Key	0001810140
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39418
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-3713938
Entity Address, Address Line One	1870 Bath Avenue
Entity Address, City or Town	Brooklyn
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11214
Local Phone Number	299-9470
City Area Code	800
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Auditor Firm ID	711
Auditor Name	Friedman LLP
Auditor Location	Marlton, New Jersey

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current Assets
Cash and cash equivalents	$ 25,724	$ 935
Restricted cash	8,067	8,977
Receivables, net	24,594	1,998
Vendor deposits	12,199	548
Merchandise inventory, net	44,754	5,147
Prepaid expenses and other current assets	5,980	635
Total Current Assets	121,318	18,240
Property and equipment, net	3,554	246
Operating lease right-of-use assets	14,937	1,578
Goodwill	191,614	4,726
Intangible assets, net	44,212	1,382
Other long-term assets	349	45
TOTAL ASSETS	375,984	26,217
Current Liabilities
Accounts payable and accrued expenses	72,592	12,702
Customer deposits	20,702	21,879
Current portion of notes payable, net	7,910	663
Current portion of finance lease liabilities	65
Current portion of operating lease liabilities	3,874	451
Contingent note payable	198
Total Current Liabilities	105,341	35,695
Notes payable, net of current portion	48,559	2,522
Finance lease liabilities, net of current portion	121
Operating lease liabilities, net of current portion	12,493	1,128
Deferred tax liability, net	3,867
Contingent note payable		188
TOTAL LIABILITIES	170,381	39,533
Stockholders’ Equity (Deficit)
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of December 31, 2021 and 2020
Common stock, $0.0001 par value, 250,000,000 shares authorized; 106,387,332 and 6,111,200 shares issued and outstanding as of December 31, 2021 and 2020	11	1
Additional paid-in capital	224,648	13,409
Accumulated deficit	(19,056)	(26,726)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	205,603	(13,316)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 375,984	$ 26,217

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	106,387,332	6,111,200
Common stock, shares outstanding	106,387,332	6,111,200

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Product sales, net	$ 362,314	$ 55,134
Cost of goods sold	282,655	47,879
Gross profit	79,659	7,255
Operating Expenses
Personnel	21,577	6,565
Advertising	11,961	4,865
Bank and credit card fees	13,599	1,807
Depreciation and amortization	6,557	550
Acquisition expenses	865
Loss on abandonment of right-of-use asset	1,437
General and administrative	15,343	7,901
Total Operating Expenses	71,339	21,688
INCOME (LOSS) FROM OPERATIONS	8,320	(14,433)
Other Income (Expenses)
Interest income	95	3
Financing costs	(480)	(763)
Adjustment in value of contingency	(9)	(139)
Interest expense	(3,202)	(871)
Loss on extinguishment of debt	(1,748)	(1,756)
Write-off of acquisition receivable		(809)
Change in fair value of warrant liability		(2,128)
Other income	318	26
Total Other Income (Expenses)	(5,026)	(6,437)
NET INCOME (LOSS) BEFORE INCOME TAXES	3,294	(20,870)
INCOME TAX (EXPENSE) BENEFIT	4,376	(698)
NET INCOME (LOSS)	$ 7,670	$ (21,568)
NET INCOME (LOSS) PER COMMON SHARE (in Dollars per share)	$ 0.12	$ (3.95)
DILUTED NET INCOME (LOSS) PER COMMON SHARE (in Dollars per share)	$ 0.1	$ (3.95)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
BASIC (in Shares)	64,528,299	5,463,603
DILUTED (in Shares)	76,460,460	5,463,603

Consolidated Statements of Stoc

Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2019	$ 1	$ 1,079	$ (5,158)	$ (4,078)
Balance (in Shares) at Dec. 31, 2019	4,750,000
Issuance of 1847 Holdings warrants in connection with notes payable		567		567
Forgiveness of related party debt		137		137
Issuance of 1847 Holdings shares in connection with conversion of notes payable		375		375
Issuance of common stock for cash		8,602		8,602
Issuance of common stock for cash (in Shares)	1,111,200
Issuance of common stock in connection with exercise of warrants		2,250		2,250
Issuance of common stock in connection with exercise of warrants (in Shares)	250,000
Stock-based compensation		399		399
Net income (loss)			(21,568)	(21,568)
Balance at Dec. 31, 2020	$ 1	13,409	(26,726)	(13,316)
Balance (in Shares) at Dec. 31, 2020	6,111,200
Issuance of warrants with debt		1,340		1,340
Issuance of common stock in the acquisition of Appliances Connection	$ 1	12,263		12,264
Issuance of common stock in the acquisition of Appliances Connection (in Shares)	5,895,973
Issuance of common stock and warrants in connection with a public offering	$ 9	194,389		194,398
Issuance of common stock and warrants in connection with a public offering (in Shares)	93,111,111
Issuance of common stock through equity incentive awards		555		555
Issuance of common stock through equity incentive awards (in Shares)	216,800
Issuance of common stock in connection with exercise of warrants		2,368		2,368
Issuance of common stock in connection with exercise of warrants (in Shares)	1,052,248
Stock-based compensation		324		324
Net income (loss)			7,670	7,670
Balance at Dec. 31, 2021	$ 11	$ 224,648	$ (19,056)	$ 205,603
Balance (in Shares) at Dec. 31, 2021	106,387,332

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 7,670	$ (21,568)
(used in) provided by operating activities:
Depreciation and amortization	6,557	550
Amortization of debt discount	1,042	682
Stock-based compensation	879	399
Inventory reserve	968
Bad debt expense	148
Loss on extinguishment of debt	1,748	1,756
Loss on abandonment of right-of-use asset	1,437
Write-off of acquisition receivable		809
Adjustment in value of contingency	9	139
Change in fair value of warrant liability		2,128
Deferred tax (liability) asset	(4,908)	698
Non-cash lease expense	1,639	423
Changes in operating assets and liabilities:
Receivables	(5,603)	(665)
Vendor deposits	(1,652)	(253)
Merchandise inventory	(18,459)	(3,767)
Prepaid expenses and other assets	(3,448)	(551)
Accounts payable and accrued expenses	14,178	7,337
Customer deposits	(18,968)	17,715
Operating lease liabilities	(1,565)	(423)
Net cash (used in) provided by operating activities	(18,328)	5,409
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(1,899)	(113)
Cash paid to sellers in acquisition of Appliances Connection, net of cash acquired	(201,515)
Cash paid to sellers in acquisition of Appliance Gallery	(1,420)
Net cash used in investing activities	(204,834)	(113)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from public equity offering	194,398	8,602
Proceeds from exercise of warrants	2,368
Proceeds from notes payable	60,833	642
Repayments of notes payable	(10,528)	(2,884)
Repayments of convertible notes payable		(771)
Repayments of finance lease liabilities	(30)
Net repayments of line of credit		(1,339)
Cash paid for financing costs		(105)
Net cash provided by financing activities	247,041	4,145
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	23,879	9,441
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR	9,912	471
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR	33,791	9,912
End of the year
Cash and cash equivalents	25,724	935
Restricted cash	8,067	8,977
Cash and cash equivalents and restricted cash total	33,791	9,912
Beginning of the year
Cash and cash equivalents	935	471
Restricted cash	8,977
Cash and cash equivalents and restricted cash total	9,912	471
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	2,394	764
Cash paid for income taxes	2,483
NON-CASH INVESTING AND FINANCING ACTIVITIES
Operating lease right-of-use assets and liabilities assumed	14,520
Debt discount on notes payable from OID	2,310
Debt discount on notes payable from warrants	1,340
Stock issued in the acquisition of Appliances Connection	12,264
Due to seller (consideration) settled by vendor deposits	5,000
Net assets acquired in the acquisition of Appliances Connection	38,225
Net assets acquired in the acquisition of Appliance Gallery	252
Warrants in 1847 Holdings contributed on notes payable		567
Conversion of debt through the issuance of 1847 Holdings common shares		375
Derecognition of related party debt		138
Adjustment to fair value of goodwill based on final purchase price allocation		122
Conversion of warrant liability into common stock		2,250
Issuance of note payable to repay seller note		$ 3,500

Organization and Nature of Busi

Organization and Nature of Business	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
ORGANIZATION AND NATURE OF BUSINESS	NOTE 1—ORGANIZATION AND NATURE OF BUSINESS 1847 Goedeker Inc. (“1847 Goedeker”) 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., a Missouri corporation (“Goedeker Television”) Prior to the acquisition, the Company did not have any operations other than operations relating to its incorporation and organization. On April 5, 2019, the Company acquired substantially all the assets and assumed substantially all the liabilities of Goedeker Television. As a result of this transaction, 1847 Goedeker acquired the former business of Goedeker Television and continues to operate this business. On October 20, 2020, 1847 Goedeker formed Appliances Connection Inc. (“ACI”) as a wholly owned subsidiary in the State of Delaware. At December 31, 2020, ACI had no assets or liabilities. On June 2, 2021, ACI acquired all of the issued and outstanding capital stock or other equity securities of 1 Stop Electronics Center, Inc., a New York corporation (“1 Stop”), Gold Coast Appliances, Inc., a New York corporation (“Gold Coast”), Superior Deals Inc., a New York corporation (“Superior Deals”), Joe’s Appliances LLC, a New York limited liability company (“Joe’s Appliances”) and YF Logistics LLC, a New Jersey limited liability company (“YF Logistics,” and collectively with 1 Stop, Gold Coast, Superior Deals, and Joe’s Appliances, “Appliances Connection”). On July 6, 2021, 1847 Goedeker formed AC Gallery Inc. (“AC Gallery”) as a wholly owned subsidiary in the State of Delaware. On July 29, 2021, AC Gallery acquired substantially all the assets and assumed substantially all the liabilities of Appliance Gallery, Inc., a retail appliance store in Largo, Florida (“Appliance Gallery”). As a result of this transaction, AC Gallery acquired the former business of Appliance Gallery and continues to operate this business. 1847 Goedeker and its consolidated subsidiaries (collectively, the “Company,” “we,” “us,” or “our”) operate a content-driven and technology-enabled shopping destination for appliances, furniture and home goods. With warehouse fulfillment centers in the Northeast and Midwest, as well as showrooms in Brooklyn, New York, St. Louis, Missouri, and Largo, Florida, the Company offers one-stop shopping for national and global brands. The Company carries many household name-brands, including Bosch, Cafe, Frigidaire Pro, Whirlpool, LG, and Samsung, and also carries many major luxury appliance brands such as Miele, Thermador, La Cornue, Dacor, Ilve, Jenn-Air and Viking, among others. The Company also sells furniture, fitness equipment, plumbing fixtures, televisions, outdoor appliances, and patio furniture, as well as commercial appliances for builder and business clients.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated 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 current year, the Company changed its presentation to thousands while percentages and earnings per share amounts presented are calculated from the underlying amounts. As a result of the change in presentation, prior period amounts in the consolidated financial statements and notes thereto have been reclassified to conform to current period presentation and certain current and prior period amounts may not recalculate due to rounding. Principles of Consolidation The consolidated financial statements include our wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of and during the reported period of the consolidated financial statements. Actual results could differ from those estimates. We evaluate our estimates and assumptions on an ongoing basis. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. Cash and cash 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. The majority of payments due from financial institutions for the settlement of credit card and debit card transactions process within two business days and are, therefore, classified as cash and cash equivalents. Other payment methods that take more time to settle are classified as receivables. At December 31, 2021, restricted cash includes $0.2 million to secure a vendor letter of credit and $7.9 million withheld by credit card processors as security for the Company’s customer refund claims and credit card chargebacks. The cash pledged to secure the letter of credit will be released when the vendor offers the Company credit terms, and the cash held by credit card processors will be released at the discretion of the credit card companies. Revenue Recognition and Cost of Revenue The Company records revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers.” Substantially all the Company’s sales are to individual retail consumers (homeowners), builders and designers. The Company’s performance obligation is to deliver the customer’s order. Each customer order generally contains only one performance obligation based on the merchandise sale to be delivered, at which time revenue is recognized. 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 trucks 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. We offer promotional financing and credit cards issued by third-party banks that manage and directly extend credit to our customers. The banks are the sole owners of the accounts receivable generated under the program and, accordingly, we do not hold any customer receivables related to these programs and act as an agent in the financing transactions with customers. We frequently offer sales incentives that entitle our customers to discounts at the time of purchase (if 3 rd The Company also sells extended warranty contracts, acting as an agent for the warranty company and earns a commission on the warranty contracts purchased by customers; therefore, the cost of the warranty contracts is netted against warranty revenue in the accompanying consolidated statements of operations. The Company assumes no liability for repairs to products on which it has sold a warranty contract or products for which no warranty is sold, as the warranty obligations associated with the sale of our products are assurance-type warranties that are a guarantee of the product’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Sales returns are estimated based on historical return levels and our expectation of future returns. We also recognize a return asset, and corresponding adjustment to cost of sales, for our right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery cost. At each financial reporting date, we assess our estimates of expected returns, refund liabilities, and return assets. Customer deposits ‒ Includes amounts collected from customers when an order is placed. The deposits are transferred to revenue when the order ships to the customer or returned to the Company if the order is subsequently cancelled. Customer deposits as of December 31, 2021 and 2020 were $20.7 million and $21.9 million, respectively. 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. Vendor allowances primarily consist of volume rebates that are earned as a result of attaining certain purchase levels and advertising allowances for the promotion of vendors’ products that are typically based on guaranteed minimum amounts with additional amounts being earned for attaining certain purchase levels. These vendor allowances are accrued as earned, with those allowances received as a result of attaining certain purchase levels accrued over the incentive period based on estimates of purchases. Volume rebates and certain advertising allowances reduce the carrying cost of inventory and are recognized in cost of sales when earned. 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. Shipping and handling expenses for the years ended December 31, 2021 and 2020 was $36.5 million and $7.0 million, respectively. Advertising ‒ Costs for advertising are expensed as incurred. These costs include direct response performance marketing costs, such as paid search advertising, social media advertising, and search engine optimization. Advertising expense for the years ended December 31, 2021 and 2020 was $12.0 million and $4.9 million, respectively. Receivables Receivables consists of customer’s balance payments for which the Company extends credit to certain homebuilders and designers based on prior business relationships, and vendor rebate receivables. Vendor rebate receivables represent amounts due from manufacturers from whom the Company purchases products. Rebate receivables are stated at the amount that management expects to collect from manufacturers (vendors). 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 its trade receivables from customers and bad debt expense has been historically immaterial to the consolidated financial statements. Uncollectible balances are expensed in the period it is determined to be uncollectible. The Company had no significant concentrations of receivables balances as of December 31, 2021 and 2020. Merchandise Inventory Inventory consists of finished products acquired for resale and is stated at the lower of cost (on an average cost basis) or net realizable value. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions. Based on these evaluations, the Company determined an obsolescence allowance of $0.8 million and $0.4 million was needed at December 31, 2021 and 2020, respectively. Property and Equipment Property and equipment is stated at the historical cost. Maintenance and repairs of property and equipment are expensed in 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: Useful Life (Years) Equipment 5 Warehouse equipment 2-7 Furniture and fixtures 1-3 Transportation equipment 1-5 Leasehold improvements 2-5 Goodwill Goodwill represents the excess of purchase price over the fair value of the net assets acquired. We evaluate goodwill for impairment annually, or more frequently if an event occurs or circumstances that indicate the goodwill is not recoverable. When impairment indicators are identified, we may elect to perform an optional qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units has fallen below their carrying value. This assessment is based on several factors, including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on our qualitative analysis, or if we elect to skip this step, we perform a Step 1 quantitative analysis to determine the fair value of the reporting unit. At December 31, 2021 and 2020, there were no impairments of goodwill. Intangible Assets As of December 31, 2021 and 2020, definite-lived intangible assets primarily consisted of tradenames and customer relationships which are being amortized over their estimated useful lives, or 5 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. At December 31, 2021 and 2020, there were no impairments in intangible assets. Impairment of Long-Lived Assets The Company reviews its property and equipment and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. The test for impairment is required to be performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted 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. Impairments for the year ended December 31, 2021 were $1.4 million due to an abandonment of certain right-of-use assets. There were no impairments for the year ended December 31, 2020. Leases The Company accounts for leases in accordance with ASC Topic 842, “Leases Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, we account for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. We do not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. We recognize the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. 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: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly. Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Cash, restricted cash, receivables, inventory, vendor deposits, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value since these instruments bear market rates of interest. Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. An impairment loss was recorded for the following: ROU operating lease assets Income Taxes Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. 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 Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be antidilutive are not included in diluted earnings (loss) per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period (see Note 16). Stock-Based Compensation We recognize the fair value compensation cost relating to stock-based payment transactions in accordance with ASC Topic 718, “Share-Based Payments,” Impact of COVID-19 In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in China. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The extent of the COVID-19 pandemic’s continued effect on our operational and financial performance and those of third parties on which the Company relies will depend on future developments, including the duration, spread and intensity of the outbreak, the pace at which jurisdictions across the country re-open and restrictions begin to lift. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential impacts on its business and financing. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which the Company relies. Liquidity and Going Concern Assessment Management assesses liquidity and going concern uncertainty in the Company’s consolidated 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 consolidated 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. As of December 31, 2021, we had cash and cash equivalents of $25.7 million and restricted cash of $8.1 million. For the year ended December 31, 2021, the Company incurred operating income of approximately $8.3 million, cash flows used in operations of $18.3 million, and working capital of $16.0 million. On June 2, 2021, the Company completed the acquisition of Appliances Connection. Appliances Connection has historically been profitable; however, less than 7 months of their operations are included in results for the year ended December 31, 2021. Management has prepared estimates of operations for fiscal years 2022 and 2023 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 these consolidated financial statements in the Company’s 10-K. 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. The accompanying consolidated 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 consolidated financial statements, indicate improved operations and the Company’s ability to continue operations as a going concern. Recent Accounting Pronouncements Recently Adopted In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820 Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to improve consistent application and simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. ASU 2019-12 was effective for us as of January 1, 2021. Our adoption did not have a material impact on our consolidated financial statements. Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic The Company currently believes that all other issued and not yet effective accounting standards are not relevant to the Company’s consolidated financial statements.

Revenues

Revenues	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
REVENUES	NOTE 3—REVENUES Disaggregated Revenue ‒ The Company disaggregates revenue from contracts with customers by product type, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company’s disaggregated revenue by product type is as follows (in thousands): For the Years Ended December 31, December 31, 2021 2020 Appliance sales $ 328,496 $ 40,114 Furniture sales 19,457 11,800 Other sales 14,361 3,220 Total $ 362,314 $ 55,134

Receivables

Receivables	12 Months Ended
	Dec. 31, 2021
Receivables [Abstract]
RECEIVABLES	NOTE 4—RECEIVABLES Receivables at December 31, 2021 and 2020, consisted of the following (in thousands): December 31, December 31, 2021 2020 Trade accounts receivable $ 10,694 $ - Vendor rebates receivable 11,633 1,338 Other receivables 2,660 - Credit cards in process of collection - 660 Total receivables 24,987 1,998 Less allowance for doubtful accounts (393 ) - Total receivables, net $ 24,594 $ 1,998

Vendor Deposits

Vendor Deposits	12 Months Ended
	Dec. 31, 2021
Vendor Deposits Disclosure [Abstract]
VENDOR DEPOSITS	NOTE 5—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 (see Note 14). Vendor deposits as of December 31, 2021 and 2020 were $12.2 million and $0.5 million, respectively.

Merchandise Inventory

Merchandise Inventory	12 Months Ended
	Dec. 31, 2021
Inventory Disclosure [Abstract]
MERCHANDISE INVENTORY	NOTE 6—MERCHANDISE INVENTORY Merchandise inventory at December 31, 2021 and 2020, consisted of the following (in thousands): December 31, December 31, 2021 2020 Appliances $ 41,992 $ 5,286 Furniture 1,166 195 Other 2,439 91 Total merchandise inventory 45,729 5,572 Less reserve for obsolescence (843 ) (425 ) Total merchandise inventory, net $ 44,754 $ 5,147

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 7—PROPERTY AND EQUIPMENT Property and equipment at December 31, 2021 and 2020, consisted of the following (in thousands): December 31, December 31, 2021 2020 Equipment $ 163 $ 69 Warehouse equipment 546 61 Furniture and fixtures 23 1 Transportation equipment 1,634 64 Leasehold improvements 41 137 Construction in progress 1,597 - Total property and equipment 4,004 332 Less: accumulated depreciation (450 ) (86 ) Property and equipment, net $ 3,554 $ 246 Depreciation expense for the years ended December 31, 2021 and 2020 was $0.4 million and $0.05 million, respectively.

Intangible Assets and Goodwill

Intangible Assets and Goodwill	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND GOODWILL	NOTE 8—INTANGIBLE ASSETS AND GOODWILL Intangible assets at December 31, 2021 and 2020, consisted of the following (in thousands): December 31, December 31, 2021 2020 Customer relationships $ 24,148 $ 749 Tradenames 26,935 1,368 Total intangible assets 51,083 2,117 Less: accumulated amortization (6,871 ) (735 ) Intangible assets, net $ 44,212 $ 1,382 In connection with the acquisition of Goedeker Television, the Company identified intangible assets of $2.1 million, representing tradenames and customer relationships. For the Appliances Connection acquisition, the Company identified intangible assets of $50.1 million, representing tradenames and customer relationships. These assets are being amortized on a straight-line basis over their average estimated useful life of 5.0 years. Amortization expense for the years ended December 31, 2021 and 2020 was $6.1 million and $0.4 million, respectively. Estimated amortization expense for the trade names and customer relationships for the next five years consists of the following as of December 31, 2021 (in thousands): Year Ending December 31, Amount 2022 $ 10,217 2023 10,217 2024 9,905 2025 9,793 2026 4,080 Total $ 44,212 The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020, are as follows (in thousands): Balance at December 31, 2019 $ - Goodwill from acquisition of Goedeker 4,726 Balance at December 31, 2020 $ 4,726 Goodwill from acquisition of Appliances Connection 185,720 Goodwill from acquisition of Appliances Gallery 1,168 Balance at December 31, 2021 $ 191,614

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 9—ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at December 31, 2021 and 2020, consisted of the following (in thousands): December 31, December 31, 2021 2020 Trade accounts payable $ 41,166 $ 5,975 Accrued sales tax 23,628 5,804 Accrued payroll liabilities 984 493 Accrued interest 794 10 Accrued liability for sales returns 200 200 Accrued income taxes 334 - Credit cards payable 1,004 - Accrued insurance 955 - Accrued severance 496 - Other accrued liabilities 3,031 220 Total accounts payable and accrued expenses $ 72,592 $ 12,702

Business Combinations

Business Combinations	12 Months Ended
	Dec. 31, 2021
Business Combinations [Abstract]
BUSINESS COMBINATIONS	NOTE 10—BUSINESS COMBINATIONS Appliances Connection On October 20, 2020, the Company entered into a securities purchase agreement, which was amended on December 8, 2020 and April 6, 2021 (as amended, the “AC Purchase Agreement”), with ACI, Appliances Connection and the sellers (the “Sellers”), pursuant to which ACI agreed to acquire all of the issued and outstanding capital stock or other equity securities of Appliances Connection from the Sellers (the “AC Acquisition”). The AC Acquisition was completed on June 2, 2021. The aggregate purchase price was $224.7 million, consisting of (i) $180.0 million in cash, (ii) 5,895,973 shares of the Company’s common stock valued at $12.3 million, and (iii) $32.4 million as a result of the post-closing net working capital adjustment provision. The Company recorded $0.9 million in acquisition related expenses. The Company accounted for the AC Acquisition using the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” The purchase price was allocated as follows (in thousands): Initial Adjustments Updated Purchase consideration at fair value: Cash consideration $ 180,000 $ - $ 180,000 Common stock 12,264 - 12,264 Working capital adjustment 32,597 (186 ) 32,411 Total consideration $ 224,861 $ (186 ) $ 224,675 Assets acquired and liabilities assumed at fair value: Cash $ 5,897 $ - $ 5,897 Receivables 19,403 (2,262 ) 17,141 Vendor deposits 15,000 - 15,000 Merchandise inventory 20,484 1,150 21,634 Prepaid expenses and other current assets 2,194 - 2,194 Property and equipment 1,891 - 1,891 Right-of-use operating lease assets 1,834 - 1,834 Customer relationships 25,800 (2,401 ) 23,399 Tradenames 24,336 1,231 25,567 Goodwill 177,875 7,845 185,720 Accounts payable and accrued expenses (43,633 ) (2,082 ) (45,715 ) Customer deposits (13,138 ) (4,398 ) (17,536 ) Notes payable (1,527 ) - (1,527 ) Finance lease liabilities (215 ) - (215 ) Right-of-use operating lease liabilities (1,834 ) - (1,834 ) Net deferred tax liabilities (9,506 ) 731 (8,775 ) Net assets acquired $ 224,861 $ (186 ) $ 224,675 (1) As reported in our September 30, 2021 Form 10-Q, filed on November 15, 2021. The adjustments to the initial allocation are based on more detailed information obtained about the specific assets acquired and liabilities assumed. The adjustments made to the initial allocation did not result in material changes to the amortization expense recorded in the previous quarters. We are amortizing the customer relationship and tradename intangible assets acquired over 5 years. Goodwill and intangibles recognized for this transaction are not deductible for tax purposes. From the date of acquisition until December 31, 2021, Appliances Connection contributed net sales of $314.5 million and net income from continuing operations of $30.6 million, which are included in our consolidated statements of operations. Appliance Gallery On July 6, 2021, AC Gallery entered into an asset purchase agreement, which was amended on July 21, 2021 and July 29, 2021 (as amended, the “AG Purchase Agreement”), with Appliance Gallery, pursuant to which AC Gallery agreed to acquire substantially all the assets and assumed substantially all the liabilities of Appliance Gallery (the “AG Acquisition”). The AG Acquisition was completed on July 29, 2021. Pursuant to the AG Purchase Agreement, the purchase price paid at closing was $1.4 million. The Company accounted for the Gallery Acquisition using the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” The purchase price was allocated as follows (in thousands): Purchase consideration at fair value: Cash consideration $ 1,420 Total consideration $ 1,420 Assets acquired and liabilities assumed at fair value: Merchandise inventory $ 483 Prepaid expenses and other current assets 6 Property and equipment 19 Goodwill 1,168 Customer deposits (256 ) Net assets acquired $ 1,420 Goodwill recognized for this tran saction is deductible From the date of acquisition until December 31, 2021, Appliance Gallery contributed net sales of $0.2 million and net income from continuing operations of $0.2 million, which are included in our consolidated statements of operations. Pro Forma Information The following unaudited pro forma results presented below (in thousands) include the effects of the AC and AG Acquisitions as if they had been consummated as of January 1, 2020, with adjustments to give effect to pro forma events that are directly attributable to the acquisitions. December 31, December 31, 2021 2020 Net sales $ 541,742 $ 370,144 Net income 27,910 (11,188 ) Earnings (loss) per share: Basic $ 0.26 $ (0.11 ) Diluted 0.17 (0.11 ) These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 11—NOTES PAYABLE 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) $1.5 million 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 $0.7 million under the loan and security agreement and issued a revolving note to Burnley in the principal amount of up to $1.5 million. On August 4, 2020, the Company used a portion of the proceeds from the IPO to repay the revolving note in full and the loan and security agreement was terminated. The total payoff amount was $0.1 million. 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 $1.5 million, pursuant to which the Company issued to SBCC a term note in the principal amount of up to $1.5 million 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. On August 4, 2020, the Company used a portion of the proceeds from the IPO to repay the term note in full and the loan and security agreement was terminated. The total payoff amount was $1.1 million. The Company classified the warrant as a derivative liability on the balance sheet at June 30, 2020 of $2.3 million based on the estimated value of the warrant in the IPO. The increase in the value of the warrant from the estimated value of $0.1 million resulted in a charge of $2.1 million during the year ended December 31, 2020. Immediately prior to the closing of the IPO on August 4, 2020, SBCC converted the warrant into 250,000 shares of common stock. Arvest Loan On August 25, 2020, the Company entered into a promissory note and security agreement with Arvest Bank for a loan in the principal amount of $3.5 million. As of December 31, 2020, the outstanding balance of this loan was $3.2 million, comprised of principal of $3.3 million, net of unamortized loan costs of $0.1 million. On May 10, 2021, the Company repaid this loan. Credit Facilities On June 2, 2021, the Company and ACI, as borrowers, entered into a credit and guaranty agreement (the “Credit Agreement”) with Appliances Connection and certain other subsidiaries of the Company party thereto from time to time as guarantors (the “Guarantors”), the financial institutions party thereto from time to time (“Lenders”), and Manufacturers and Traders Trust Company, as sole lead arranger, sole book runner, administrative agent and collateral agent (“M&T), pursuant to which the Lenders have agreed to make available to the Company and ACI senior secured credit facilities in the aggregate initial amount of $70.0 million, including (i) a $60.0 million term loan (the “Term Loan”) and (ii) a $10.0 million revolving credit facility (the “Revolving Loan”), which revolving credit facility includes a $2.0 million swingline subfacility (the “Swing Line Loan” and together with the Term Loan and the Revolving Loan, the “Loans”) and a $2.0 million letter of credit subfacility, in each case, on the terms and conditions contained in the Credit Agreement. On June 2, 2021, the Company borrowed the entire amount of the Term Loan and issued term loan notes to the Lenders in the aggregate principal amount of $60.0 million. As of December 31, 2021, the Company has not borrowed any amounts under the Revolving Loan. As of December 31, 2021, the carrying value of the Term Loan is $55.2 million, comprised of principal of $58.5 million, net of unamortized loan costs of $3.3 million. Loan costs before amortization included $3.5 million of lender and placement agent fees and $0.3 million of legal other fees. The Company classified $7.5 million as a current liability and the balance as a long-term liability. Each of the Loans matures on June 2, 2026. The Loans will bear interest on the unpaid principal amount thereof as follows: (i) if it is a Loan bearing interest at a rate determined by the Base Rate (as defined in the Credit Agreement), then at the Base Rate plus the Applicable Margin (as defined in the Credit Agreement) for such Loan; (ii) if it is a Loan bearing interest at a rate determined by the LIBOR Rate (as defined in the Credit Agreement), then at the LIBOR Rate plus the Applicable Margin for such Loan; and (iii) if it is a Swing Line Loan, then at the rate applicable to Loans bearing interest at a rate determined by the Base Rate. The Term Loan initially bears interest at the LIBOR Rate plus Applicable Margin (3.9%), with an initial interest period of six months. The Company may elect to continue or convert the existing interest rate benchmark for the Term Loan from LIBOR Rate to Base Rate, and may elect the interest rate benchmark for future Revolving Loans as either LIBOR Rate or Base Rate (and, with respect to any Loan made at the LIBOR Rate, may also select the interest period applicable to any such Loan), by notifying M&T and Lenders from time to time in accordance with the provisions of the Credit Agreement. Notwithstanding the foregoing, following an Event of Default (as defined in the Credit Agreement), the Loans will bear interest at a rate that is 2% per annum higher than the interest rate then in effect for the applicable Loan. The Company must repay the principal amount of the Term Loan in quarterly installments of $1.5 million each, payable on the last business day of each March, June, September, and December, commencing on September 30, 2021 (the December 2021 payment was in January 2022). The remaining unpaid principal amount of the Term Loan must be repaid on the Term Loan Maturity Date (as defined in the Credit Agreement) unless payment is required sooner by the Credit Agreement. Revolving Loans may be repaid and reborrowed at any time until the Revolving Commitment Termination date (as defined in the Credit Agreement). The Company may voluntarily prepay the Loans from time to time in accordance with the provisions of the Credit Agreement, and will be required to prepay the Loans under certain limited circumstances as set forth in the Credit Agreement, including upon receipt of cash proceeds in connection with certain specified asset sales, receipt of insurance or condemnation proceeds or other cash proceeds received other than in the ordinary course of business or upon receipt of cash proceeds from the incurrence of indebtedness that is not permitted under the Credit Agreement, all as more specifically set forth in the Credit Agreement. Additionally, mandatory repayments of amounts borrowed under the Revolving Loan facility are required if the amount borrowed at any time exceeds the commitment amount. Under the Credit Agreement, the Company is required to pay certain fees to M&T, including a commitment fee of up to 0.5% per annum with respect to the unused portion of the Lenders’ revolving loan commitments, determined as set forth in the Credit Agreement, and certain fees in connection with the issuance of any letters of credit under the Credit Agreement. The Credit Agreement contains customary representations, warranties, affirmative and negative financial and other covenants, including leverage ratio and fixed charge coverage ratios, and events of default for loans of this type. The Loans are guaranteed by the Guarantors and are secured by a first priority security interest in substantially all of the assets of the Company, ACI and the Guarantors. Northpoint Loan On June 3, 2021, the Company entered into a loan and security agreement with Northpoint Commercial Finance LLC (“Northpoint”), pursuant to which Northpoint may from time-to-time advance funds for the acquisition, financing and/or refinancing by the Company of inventory purchased from Samsung Electronics America, Inc. and/or affiliates and for such other purposes as are acceptable Northpoint. The loan and security agreement provides that Northpoint may establish a credit limit and may adjust such credit limit from time to time; provided that such credit limit does not constitute a commitment or committed line of credit to Northpoint. As of December 31, 2021, such credit limit is $2.0 million, of which $0.2 million was owed and included in accounts payable. The applicable per annum interest rates for a loan, including any default rates, will be determined at the time of the loan. The loan and security agreement contains customary events of default and is secured by a security interest in all of the Company’s inventory (i) that is manufactured, distributed, or sold by Samsung Electronics America, Inc. and/or its affiliates and/or (ii) that bears any trade names, trademarks, or logos of Samsung Electronics America, Inc. and/or its affiliates; all returns, repossessions, exchanges, substitutions, replacements, attachments, parts, accessories and accessions of any of the foregoing; all price protection payments, discounts, rebates, credits, factory holdbacks and incentive payments related to any of the foregoing; supporting obligations to any of the foregoing; and products and proceeds in whatever form of any of the foregoing. 10% OID Senior Promissory Notes On March 19, 2021, the Company entered into a securities purchase agreement with two institutional investors, pursuant to which the Company issued to each investor (i) a 10% OID senior secured promissory note in the principal amount of $2.8 million and (ii) a four-year warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $12.00 (subject to adjustments), which may be exercised on a cashless basis, for a purchase price of $2.5 million each, or $5.0 million in the aggregate, the relative fair value of which is $1.3 million and was recorded as debt discount. After deducting a placement fee and other expenses, the Company received net proceeds of $4.6 million. The original issue discount and warrant expense were amortized as interest expense. On June 2, 2021, the Company repaid these notes from the proceeds of the Term Loan. At the time of repayment, the Company wrote off the balance of the debt discount of $1.7 million, as a loss on early extinguishment of debt. Vehicle Loans The Company has financed purchases of transportation vehicles with notes payable, which are secured by the vehicles purchased. These notes have five-year terms and interest rates ranging from 3.59% to 5.74%. As of December 31, 2021, the outstanding balance of these vehicle loans is $1.5 million. Future minimum principal payments on our total notes payable as of December 31, 2021, are as follows (in thousands): Year Ending December 31, Amount 2022 $ 7,910 2023 6,364 2024 6,330 2025 6,178 2026 33,000 Total future minimum payments 59,782 Less: debt discount (3,313 ) Total 56,469 Total current portion of notes payable, net $ 7,910 Total notes payable, net of current portion $ 48,559

Leases

Leases	12 Months Ended
	Dec. 31, 2021
Leases [Abstract]
LEASES	NOTE 12— LEASES Operating Leases On April 5, 2019, the Company entered into a lease agreement with S.H.J., L.L.C for its prior principal office in Ballwin, Missouri. The lease is for a term of five 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. The lease agreement contains customary events of default, representations, warranties, and covenants. On May 31, 2019, YF Logistics entered into a sublease agreement with Dynamic Marketing, Inc. (“DMI”) for its warehouse space in Hamilton, NJ. The initial term of the sublease was for a period commencing on June 1, 2019 and terminating on April 30, 2020, with automatic renewals for successive one year terms until the earlier of (i) termination by either upon thirty days’ prior written notice or (ii) April 30, 2024. The sublease provides for a base rent equal to 71.43% of the base rent paid by DMI under its lease for the premises, plus 71.43% of any taxes, operating expenses, additional charges or any other amounts due by DMI, for a total of $56,250 per month. The initial ROU asset and liability associated with this lease is $3.0 million. On January 13, 2021, the Company entered into a lease agreement with Westgate 200, LLC, which was amended on March 31, 2021, for its new principal office and showroom in St. Charles, Missouri. The lease terminates on April 30, 2027, with two options to renew for additional five year periods. The base rent is $20,977 per month until September 30, 2021, and increases to $31,465 per month until April 30, 2022, after which time the base rent increases at approximately 2.5% per year thereafter. The Company must also pay its 43.4% pro rata portion of the property taxes, operating expenses and insurance costs and is also responsible to pay for the utilities used on the premises. The lease contains customary events of default. The initial ROU asset and liability associated with this lease is $2.0 million. On June 2, 2021, 1 Stop entered into a new lease agreement with 1870 Bath Ave. LLC, a related party, for the premises located at 1870 Bath Avenue, Brooklyn, NY. The lease is for a term of ten years and provides for a base rent of $74,263 per month during the first year with annual increases to $96,896 during the last year of the term. 1 Stop is also responsible for all property taxes, insurance costs and the utilities used on the premises. The lease contains customary events of default. This lease replaces the prior lease entered into between the parties on September 1, 2018. The initial ROU asset and liability associated with this lease is $8.4 million. On June 2, 2021, Joe’s Appliances entered into a new lease agreement with 812 5th Ave Realty LLC, a related party, for the premises located at 7812 5th Avenue, Brooklyn, NY. The lease is for a term of ten years and provides for a base rent of $6,365 per month during the first year with annual increases to $8,305 during the last year of the term. Joe’s Appliances is also responsible for all property taxes, insurance costs and the utilities used on the premises. The lease contains customary events of default. This lease replaces the prior lease entered into between the parties on September 1, 2018. The initial ROU asset and liability associated with this lease is $0.7 million. On June 30, 2021, the Company closed an old warehouse and retail showroom in anticipation of relocating to a new facility. Accordingly, the Company wrote-off $1.4 million representing the remaining right of use asset and related leasehold improvements as of that date. On July 29, 2021, AC Gallery entered into a lease agreement with Tom’s Flooring, LLC for the showroom and warehouse located in Largo, Florida. The lease is for a term of four months commencing on September 1, 2021 and ending on December 31, 2021 and provides for a case rent of $6,500 per month. AC Gallery must also pay its one-third pro rata portion of the common area maintenance charges, utilities and sales taxes. The lease contains customary events of default. The lease is short term and therefore not recorded as a right of use asset and liability. On September 9, 2021, the Company entered into a warehouse agreement for a new warehouse in Somerset, NJ. The warehouse agreement is for a term of 26 months commencing on October 1, 2021 and ending November 29, 2023, unless the master lease for the premises is terminated earlier. The monthly storage fee is $136,274 for the first year, $140,274 for the second year, and $144,573 for the last two months. The Company also paid a security deposit of $272,549. The lease agreement contains customary events of default, representations, warranties, and covenants. The initial ROU and liability associated with this operating lease is $3.4 million. The following was included in our consolidated balance sheet as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Operating lease right-of-use assets $ 14,937 $ 1,578 Lease liabilities, current portion 3,874 451 Lease liabilities, long-term 12,493 1,128 Total operating lease liabilities $ 16,367 $ 1,579 Weighted-average remaining lease term (months) 77 39 Weighted average discount rate 4.00 % 6.50 % Operating lease expense was expense was $1.7 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, maturities of operating lease liabilities were as follows, in thousands: Year Ending December 31, Amount 2022 $ 4,148 2023 4,172 2024 1,805 2025 1,487 2026 1,529 Thereafter 6,642 Total 19,783 Less: imputed interest (3,416 ) Total operating lease liabilities $ 16,367 Finance Leases The Company has three finance leases, acquired in the acquisition of Appliances Connection. At December 31, 2021, the total amount due on these leases was $0.2 million.

Supplier Concentration

Supplier Concentration	12 Months Ended
	Dec. 31, 2021
Supplier Concentration [Abstract]
SUPPLIER CONCENTRATION	NOTE 13—SUPPLIER CONCENTRATION Significant customers and suppliers are those that account for greater than ten percent of the Company’s revenues and purchases. For the years ended December 31, 2021 and 2020, the Company purchased a substantial portion of finished goods from one vendor (DMI – see Note 14), representing 72.1% and 22.1% of purchases, respectively. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive.

Related Parties

Related Parties	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 14—RELATED PARTIES Management Services Agreement On April 5, 2019, the Company entered into a management services agreement with 1847 Partners LLC (the “Manager”), a company owned and controlled by Ellery W. Roberts, the Company’s chairman and prior significant stockholder, which was amended effective on August 4, 2020. Pursuant to the offsetting management services agreement, as amended, the Company appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500; provided, however, that under certain circumstances specified in the management services agreement, the quarterly fee may be reduced if similar fees payable to the Manager by subsidiaries of the Company’s former parent company, 1847 Holdings LLC, exceed a threshold amount. 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 the Company in connection with performing services under the management services agreement. The Company did not pay any expenses for the years ended December 31, 2021 and 2020. The Company expensed management fees of $0.3 million for each of the years ended December 31, 2021 and 2020, respectively. Goedeker Television Note Payable As part of the Goedeker acquisition in 2019, a portion of the purchase price for the acquisition was paid by the issuance by the Company to Steve Goedeker, as representative of Goedeker Television, of a 9% subordinated promissory note in the principal amount of $4.1 million. On June 2, 2020 the Company 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 $0.3 million, (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 repaid this note payable with proceeds from the Arvest Loan (see Note 11). In connection with the refinance, the Company recorded a $0.8 million loss on extinguishment of debt consisting of a $0.3 million forbearance fee, write-off of unamortized loan discount of $0.3 million, and write-off of unamortized debt costs of $0.2 million. DMI The Company is a member of DMI, an appliance purchasing cooperative. DMI purchases consumer electronics and appliances at wholesale prices from various vendors, and then makes such products available to its members, including the Company, who sell such products to end consumers. DMI’s purchasing group arrangement provides its members, including the Company, with leverage and purchasing power with appliance vendors, and increases the Company’s ability to compete with competitors, including big box appliance and electronics retailers. The Company owns an approximate 5% interest in DMI. Additionally, Albert Fouerti, the Company’s Chief Executive Officer, director, and a former significant stockholder of Appliances Connection prior to the AC Acquisition, is on the board of DMI. As such, DMI is deemed to be a related party. During the years ended December 31, 2021 and 2020, total purchases from DMI, net of holdbacks, were $177.8 million and $9.1 million, respectively. At December 31, 2021, deposits at DMI totaled $12.2 million and the vendor rebate due from DMI were $5.7 million. Lease Agreements As described above, 1 Stop, Joe’s Appliances and Gold Coast have entered into lease agreements with 1870 Bath Ave. LLC, 812 5th Ave Realty LLC and 54 Glen Cove Realty, LLC, respectively. Each of these entities is owned by Albert Fouerti and Elie Fouerti (the Company’s Chief Operating Officer and former significant stockholder of 1 Stop, Joe’s Appliances and Gold Coast prior to the AC Acquisition). In addition, YF Logistics has entered into a sublease agreement with DMI. The total rent expense under these related party leases was $1.0 million for the period of June 2, 2021 to December 31, 2021.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 15—STOCKHOLDERS’ EQUITY (DEFICIT) As of December 31, 2021, the Company was authorized to issue 250,000,000 shares of common stock, $0.0001 par value per share, and 20,000,000 shares of “blank check” preferred stock, 0.0001 par value per share. To date, the Company has not designated or issued any shares of preferred stock. On December 17, 2021, the board of directors approved to increase the number of shares of common stock that the Company is authorized to issue from 200,000,000 shares to 250,000,000 shares. Such increase was approved by the Company’s stockholders effective as of December 21, 2021. See Note 18 for additional discussion of the Share Increase Proposal. On December 17, 2021, the Company approved a new share repurchase program under which the Company may repurchase up to $25.0 million of its outstanding shares of common stock in the open market, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company’s decision to repurchase its shares, as well as the timing of such repurchases, will depend on a variety of factors that include ongoing assessments of the Company’s capital needs, obtaining requisite senior lender consent, market conditions and the price of the Company’s common stock, and other corporate considerations, as determined by management. The repurchase program may be suspended or discontinued at any time. As of December 31, 2021, no shares have been repurchased. Common Stock As of December 31, 2021 and 2020, the Company had 106,387,332 and 6,111,200 shares of common stock issued and outstanding, respectively. Each share entitles the holder thereof to one vote per share on all matters coming before the stockholders of the Company for a vote. On August 4, 2020, the Company sold 1,111,200 shares of common stock for total gross proceeds of $10.0 million. After deducting the underwriting commission and expenses, the Company received net proceeds of $8.6 million. On August 4, 2020, the Company issued 250,000 shares of common stock to Small Business Community Capital II, L.P. upon conversion of a warrant. On June 2, 2021, the Company sold 91,111,111 units, consisting of one share of common stock and a warrant to purchase one share of common stock, at a public offering price of $2.25 per unit to ThinkEquity, a division of Fordham Financial Management, Inc. (the “Underwriter”), pursuant to an underwriting agreement dated May 27, 2021, for total gross proceeds of $205.0 million. Under the underwriting agreement, the Company granted the Underwriter a 30-day option to purchase up to 2,000,000 additional shares of common stock, at a purchase price of $2.0832 per share, and/or warrants to purchase up to 2,000,000 additional shares of common stock, at a purchase price of $0.0093 per warrant, in any combination thereof, solely to cover over-allotments, if any. The Underwriter exercised its option to purchase 2,000,000 additional warrants and 2,000,000 additional shares for total gross proceeds of $4.5 million. After deducting the underwriting commission and expenses, the Company received net proceeds of approximately $194.4 million. The Company used the proceeds of the offering to fund a portion of the purchase price for the AC Acquisition. On June 2, 2021, the Company issued 5,895,973 shares of common stock to the Sellers in connection with the Acquisition (See Note 10). From June 25 through July 16, 2021, 1,052,248 shares of common stock were issued as a result of the exercise of 1,052,248 warrants for proceeds of $2.4 million. On June 3, 2021, the Company granted restricted stock awards under the 1847 Goedeker Inc. 2020 Equity Incentive Plan described below to certain directors, officers, and management of the Company for an aggregate of 216,800 shares of common stock valued at $0.6 million. All restricted stock awards immediately vested. Equity Incentive Plan Effective as of July 30, 2020, the Company established the 1847 Goedeker Inc. 2020 Equity Incentive Plan (the “Plan”) and reserved 555,000 shares of common stock for issuance under the Plan. The Plan was approved by the Company’s board of directors and stockholders on April 21, 2020. On April 9, 2021, the board of directors approved an amendment to the Plan to increase the number of shares of common Stock reserved for issuance under the Plan from 555,000 to 1,000,000 shares. On December 17, 2021, the board of directors approved an amendment to the Plan to increase the number of shares of common Stock reserved for issuance under the Plan from 1,000,000 to 11,000,000 shares. Such increase was approved by the Company’s stockholders effective as of December 21, 2021. The Plan is administered by the 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. As of December 31, 2021, 10,777,039 shares remain issuable under the 2020 EIP. Restricted Stock Awards On June 3, 2021, the Company granted restricted stock awards under the Plan to certain directors, officers, and management of the Company for an aggregate of 216,800 shares of common stock valued at $0.6 million. All restricted stock awards immediately vested. Stock Options During 2020, the Company issued options for the purchase of 555,000 shares of common stock with a total fair value of $1.8 million. On July 28, 2021, the Company issued to a Company officer nonqualified stock options to purchase 150,000 shares of common stock pursuant to the Plan. The stock options have an exercise price of $3.10 per share and vest 25% annually over a 4-year period. The Company has calculated these options’ estimated fair market value at $0.3 million using the Black-Scholes pricing model, with the following assumptions: expected term 6.25 years, stock price $3.10, exercise price $3.10, volatility 77.65%, risk-free rate 1.00%, and no forfeiture rate. Below is a table summarizing the changes in stock options outstanding during the years ended December 31, 2021 and 2020: Weighted-Average Options Exercise Price Outstanding at December 31, 2020 555,000 $ 9.00 Granted 150,000 3.10 Exercised - - Forfeited (482,040 ) 9.00 Outstanding at December 31, 2021 222,960 $ 5.03 Exercisable at December 31, 2021 72,961 $ 9.00 During the year end December 31, 2021, 482,040 stock options were forfeited, as a result of employee terminations. Stock-based compensation expense related to stock options of $0.3 million and $0.4 million was recorded during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the remaining unrecognized compensation cost related to non-vested stock options is $0.3 million and is expected to be recognized over 3.58 years. The outstanding stock options have a weighted average remaining contractual life of 6.51 years and a total intrinsic value of $nil. Warrants On April 5, 2019, the Company issued to Small Business Community Capital II, L.P. 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. Small Business Community Capital II, L.P. exercised this warrant for the purchase of 250,000 shares of common stock on August 4, 2020. On August 4, 2020, the Company issued warrants for the purchase of 55,560 shares of common stock to affiliates of the representative in its initial public offering. These warrants are exercisable at any time and from time to time, in whole or in part, beginning on January 26, 2021 until July 30, 2025, an exercise price of $11.25 per share (subject to customary adjustments), and may also be exercised on a cashless basis if, at any time during the term of the warrants, the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement. On March 19, 2021, the Company issued four-year warrants to purchase an aggregate of 400,000 shares of common stock to two investors. These warrants are exercisable at any time and from time to time, in whole or in part, at an exercise price of $12.00 per share (subject to customary adjustments) and may also be exercised on a cashless basis if, at any time during the term of the warrants, the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement. On June 2, 2021, the Company issued warrants to purchase 93,111,111 shares of common stock in the public offering. These warrants are exercisable immediately and expire five years from the date of issuance. The warrants have an exercise price of $2.25 per share, subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock or upon any distributions of assets, including cash, stock or other property to stockholders, and may also be exercised on a cashless basis if, at any time during the term of the warrants, the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement. Below is a table summarizing the changes in warrants outstanding during the years ended December 31, 2021 and 2020: Weighted-Average Warrants Exercise Price Outstanding at December 31, 2019 $ - $ - Granted 55,560 11.25 Exercised - - Forfeited - - Outstanding at December 31, 2020 $ 55,560 $ 11.25 Granted 93,511,111 2.29 Exercised (1,052,248 ) 2.25 Forfeited - - Outstanding at December 31, 2021 $ 92,514,423 $ 2.30 Exercisable at December 31, 2021 $ 92,514,423 $ 2.30 As of December 31, 2021, the outstanding warrants have a weighted average remaining contractual life of 4.42 years and a total intrinsic value of $13.8 million.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER SHARE	NOTE 16—EARNINGS (LOSS) PER SHARE The computation of weighted average shares outstanding and the basic and diluted earnings (loss) per common share for the following periods consisted of the following (in thousands, except per share amounts): December 31, December 31, 2021 2020 Basic Earnings (Loss) Per Share Net income (loss) $ 7,670 $ (21,568 ) Weighted average common shares outstanding 64,528,299 5,463,603 Basic earnings (loss) per share $ 0.12 $ (3.95 ) Dilutive Earnings (Loss) Per Share Weighted average common shares outstanding 64,528,299 5,463,603 Effect on dilutive stock options and warrants 11,932,161 - Total potential shares outstanding 76,460,460 5,463,603 Diluted earnings (loss) per share $ 0.10 $ (3.95 ) For the year ended December 31, 2021, 678,521 potential common shares equivalents from stock options and warrants were excluded from the diluted EPS calculations as their effect is anti-dilutive. For the year ended December 31, 2020, 610,560 potential common shares equivalents from stock options and warrants were excluded from the diluted EPS calculations as their effect is anti-dilutive.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 17—INCOME TAXES In the second quarter of 2021, the Company acquired Appliances Connection. Appliances Connection has a history of profitable operations. As such, the Company determined that it was more likely than not that it would have profitable operations in the future and therefore be able to realize the deferred tax assets and accordingly reversed the allowance for deferred tax assets in the second quarter of 2021. As of December 31, 2021 and 2020, the Company had net operating loss carry forwards of approximately $5.2 million and $15.0 million, respectively, that may be available to reduce future years’ taxable income indefinitely. For the year ending December 31, 2021, we recorded a net valuation allowance release of $5.8 million, comprising a full release of the valuation allowance on the basis of management’s reassessment of the amount of is deferred tax assets that are more likely than not to be realized. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of December 31, 2021, management determined that there is sufficient positive evidence to conclude that it is more likely than not that additional deferred taxes of $5.8 million are realizable. The components of the provision for income taxes for the years ended December 31, 2021 and 2020, consisted of the following (in thousands): December 31, December 31, 2021 2020 Current federal and state $ 534 $ - Deferred federal and state (4,910 ) 698 Total provision (benefit) for income taxes $ (4,376 ) $ 698 The difference between the income tax expense (benefit) reported and amounts computed by applying the statutory federal rate of 21.0% to pretax income (loss) for the years ended December 31, 2021 and 2020, consisted of the following (in thousands): December 31, December 31, 2021 2020 Federal tax $ 692 $ (4,383 ) State tax, net of federal benefit 112 (891 ) Change in warrant value - 538 Write-off of acquisition and other receivables - 239 Acquisition costs 202 - Change in state tax rates 436 - Other 1 108 Valuation allowance (5,819 ) 5,087 Total income tax provision (benefit) $ (4,376 ) $ 698 Effective tax rate (132.9 )% (3.3 )% Deferred income tax assets and liabilities at December 31, 2021 and 2020, consisted of the following temporary differences and carry-forward items (in thousands): December 31, December 31, 2021 2020 Inventory $ 326 $ 107 Accrued expenses 196 1,590 Interest limitations 84 320 Reserves 4,065 - Other 261 7 Lease liabilities 3,825 399 Loss carryforward 1,148 3,791 Valuation allowance - (5,797 ) Total deferred tax asset $ 9,905 $ 417 Fixed assets $ (142 ) $ - Right-of-use assets (10,139 ) (399 ) Intangibles (3,491 ) (18 ) Total deferred tax liability $ (13,772 ) $ (417 ) Total deferred tax liability, net $ (3,867 ) $ - The Company accrues interest and penalties related to unrecognized tax benefits. The Company does not believe it has any unrecognized tax benefits for December 31, 2021 and 2020 that would have a material impact on the financial statements. The Company’s income tax returns are open to examination by the Internal Revenue Service and various State jurisdictions. December 31, December 31, 2021 2020 Net deferred tax asset (liability) $ (3,867 ) $ 5,797 Valuation allowance $ - $ (5,797 )

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 18—COMMITMENTS AND CONTINGENCIES On January 18, 2019, the Company entered into an asset purchase agreement with Goedeker Television, Steve Goedeker and Mike Goedeker, pursuant to which on April 5, 2019 the Company acquired substantially all of the assets of Goedeker Television used in its retail appliance and furniture business (the “Goedeker Business”). Pursuant to the asset purchase agreement, Goedeker Television entitled to receive an earn out payment of $0.2 million if the EBITDA (as defined in the asset purchase agreement) of the Goedeker Business for the trailing twelve (12) month period from April 5, 2022 is $2.5 million or greater, and may be entitled to receive a partial earn out payment if the EBITDA of the Goedeker Business is less than $2.5 million but greater than $1.5 million. The Company expects to meet this target and adjusted the contingent note payable in the consolidated balance sheet to the present value of the amount due of $0.2 million as of December 31, 2021 and 2020, respectively. Legal Proceedings At the Company’s annual meeting on December 21, 2021, the stockholders were asked to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, dated July 30, 2020 (the “Certificate of Incorporation”), increasing the number of authorized shares of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such proposal, the “Share Increase Proposal”) by 50,000,000 shares of Common Stock. As reported in a Form 8-K filing on December 28, 2021, the Share Increase Proposal was adopted and a Certificate of Amendment to the Certificate of Incorporation setting forth the amendment adopted pursuant to the Share Increase Proposal (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). To date, none of these newly authorized shares has actually been issued. Three purported beneficial owners of Common Stock subsequently expressed concerns about a statement in the Company’s proxy statement related to the Share Increase Proposal, specifically questioning, in light of the proxy statement, the ability of brokerage firms and other custodians to vote shares of Common Stock held by them for the benefit of their customers in the absence of instructions from the beneficial owners. Based on an examination of the situation performed following receipt of these demands, the Company believes that the vote at the annual meeting was properly tabulated and that the proposed amendment was properly adopted in accordance with Delaware law. In light of the demands, however, and to ensure against any future question as to the validity of these newly authorized shares, the Company has elected to seek validation of its Certificate of Amendment through a Petition to the Court of Chancery of the State of Delaware (the “Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law (the “205 Petition”). The action, styled In re 1847 Goedeker Inc. One of the purported stockholders who had submitted a demand related to adoption of the Share Increase Proposal has filed a Class Action Complaint in the Court of Chancery against the Company and its Board of Directors. The lawsuit, captioned Scot T. Boden v. 1847 Goedeker Inc., et al. Boden Boden Boden

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 19—SUBSEQUENT EVENTS On March 15, 2022, the Company entered into a lease agreement by and between the Company and 8780 19 Ave LLC, a New York limited liability company and related party (the “Office Lease”), for the lease of a new office building located in Brooklyn, New York. The Office Lease commenced on March 1, 2022 and shall expire on December 31, 2026. The Company has the option to extend the term of the Office Lease for one additional term of five years. The premises of the Office Lease contain approximately 5,835 rentable square feet. Under the terms of the Office Lease, the Company will lease the premises at the monthly rate of $22,000 for the first year, with scheduled annual increases. The Company will receive a four-month rent concession so that its first rental payment shall become due on or before July 1, 2022.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The consolidated 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 current year, the Company changed its presentation to thousands while percentages and earnings per share amounts presented are calculated from the underlying amounts. As a result of the change in presentation, prior period amounts in the consolidated financial statements and notes thereto have been reclassified to conform to current period presentation and certain current and prior period amounts may not recalculate due to rounding.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include our wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated.
Use of Estimates	Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of and during the reported period of the consolidated financial statements. Actual results could differ from those estimates. We evaluate our estimates and assumptions on an ongoing basis.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. Cash and cash 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. The majority of payments due from financial institutions for the settlement of credit card and debit card transactions process within two business days and are, therefore, classified as cash and cash equivalents. Other payment methods that take more time to settle are classified as receivables. At December 31, 2021, restricted cash includes $0.2 million to secure a vendor letter of credit and $7.9 million withheld by credit card processors as security for the Company’s customer refund claims and credit card chargebacks. The cash pledged to secure the letter of credit will be released when the vendor offers the Company credit terms, and the cash held by credit card processors will be released at the discretion of the credit card companies.
Revenue Recognition and Cost of Revenue	Revenue Recognition and Cost of Revenue The Company records revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers.” Substantially all the Company’s sales are to individual retail consumers (homeowners), builders and designers. The Company’s performance obligation is to deliver the customer’s order. Each customer order generally contains only one performance obligation based on the merchandise sale to be delivered, at which time revenue is recognized. 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 trucks 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. We offer promotional financing and credit cards issued by third-party banks that manage and directly extend credit to our customers. The banks are the sole owners of the accounts receivable generated under the program and, accordingly, we do not hold any customer receivables related to these programs and act as an agent in the financing transactions with customers. We frequently offer sales incentives that entitle our customers to discounts at the time of purchase (if 3 rd The Company also sells extended warranty contracts, acting as an agent for the warranty company and earns a commission on the warranty contracts purchased by customers; therefore, the cost of the warranty contracts is netted against warranty revenue in the accompanying consolidated statements of operations. The Company assumes no liability for repairs to products on which it has sold a warranty contract or products for which no warranty is sold, as the warranty obligations associated with the sale of our products are assurance-type warranties that are a guarantee of the product’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Sales returns are estimated based on historical return levels and our expectation of future returns. We also recognize a return asset, and corresponding adjustment to cost of sales, for our right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery cost. At each financial reporting date, we assess our estimates of expected returns, refund liabilities, and return assets. Customer deposits ‒ Includes amounts collected from customers when an order is placed. The deposits are transferred to revenue when the order ships to the customer or returned to the Company if the order is subsequently cancelled. Customer deposits as of December 31, 2021 and 2020 were $20.7 million and $21.9 million, respectively. 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. Vendor allowances primarily consist of volume rebates that are earned as a result of attaining certain purchase levels and advertising allowances for the promotion of vendors’ products that are typically based on guaranteed minimum amounts with additional amounts being earned for attaining certain purchase levels. These vendor allowances are accrued as earned, with those allowances received as a result of attaining certain purchase levels accrued over the incentive period based on estimates of purchases. Volume rebates and certain advertising allowances reduce the carrying cost of inventory and are recognized in cost of sales when earned. 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. Shipping and handling expenses for the years ended December 31, 2021 and 2020 was $36.5 million and $7.0 million, respectively. Advertising ‒ Costs for advertising are expensed as incurred. These costs include direct response performance marketing costs, such as paid search advertising, social media advertising, and search engine optimization. Advertising expense for the years ended December 31, 2021 and 2020 was $12.0 million and $4.9 million, respectively.
Receivables	Receivables Receivables consists of customer’s balance payments for which the Company extends credit to certain homebuilders and designers based on prior business relationships, and vendor rebate receivables. Vendor rebate receivables represent amounts due from manufacturers from whom the Company purchases products. Rebate receivables are stated at the amount that management expects to collect from manufacturers (vendors). 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 its trade receivables from customers and bad debt expense has been historically immaterial to the consolidated financial statements. Uncollectible balances are expensed in the period it is determined to be uncollectible. The Company had no significant concentrations of receivables balances as of December 31, 2021 and 2020.
Merchandise Inventory	Merchandise Inventory Inventory consists of finished products acquired for resale and is stated at the lower of cost (on an average cost basis) or net realizable value. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions. Based on these evaluations, the Company determined an obsolescence allowance of $0.8 million and $0.4 million was needed at December 31, 2021 and 2020, respectively.
Property and Equipment	Property and Equipment Property and equipment is stated at the historical cost. Maintenance and repairs of property and equipment are expensed in 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: Useful Life (Years) Equipment 5 Warehouse equipment 2-7 Furniture and fixtures 1-3 Transportation equipment 1-5 Leasehold improvements 2-5
Goodwill	Goodwill Goodwill represents the excess of purchase price over the fair value of the net assets acquired. We evaluate goodwill for impairment annually, or more frequently if an event occurs or circumstances that indicate the goodwill is not recoverable. When impairment indicators are identified, we may elect to perform an optional qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units has fallen below their carrying value. This assessment is based on several factors, including industry and market conditions, overall financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on our qualitative analysis, or if we elect to skip this step, we perform a Step 1 quantitative analysis to determine the fair value of the reporting unit. At December 31, 2021 and 2020, there were no impairments of goodwill.
Intangible Assets	Intangible Assets As of December 31, 2021 and 2020, definite-lived intangible assets primarily consisted of tradenames and customer relationships which are being amortized over their estimated useful lives, or 5 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. At December 31, 2021 and 2020, there were no impairments in intangible assets.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews its property and equipment and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. The test for impairment is required to be performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted 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. Impairments for the year ended December 31, 2021 were $1.4 million due to an abandonment of certain right-of-use assets. There were no impairments for the year ended December 31, 2020.
Leases	Leases The Company accounts for leases in accordance with ASC Topic 842, “Leases Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, we account for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. We do not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. We recognize the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term.
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: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level 2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly. Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Cash, restricted cash, receivables, inventory, vendor deposits, prepaid expenses, accounts payable, accrued expenses, and customer deposits approximate fair value, due to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value since these instruments bear market rates of interest. Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. An impairment loss was recorded for the following: ROU operating lease assets
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
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
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares of common stock outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be antidilutive are not included in diluted earnings (loss) per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase shares of common stock of the Company at the average closing market price during the period (see Note 16).
Stock-Based Compensation	Stock-Based Compensation We recognize the fair value compensation cost relating to stock-based payment transactions in accordance with ASC Topic 718, “Share-Based Payments,”
Impact of COVID-19	Impact of COVID-19 In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in China. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The extent of the COVID-19 pandemic’s continued effect on our operational and financial performance and those of third parties on which the Company relies will depend on future developments, including the duration, spread and intensity of the outbreak, the pace at which jurisdictions across the country re-open and restrictions begin to lift. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential impacts on its business and financing. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which the Company relies.
Liquidity and Going Concern Assessment	Liquidity and Going Concern Assessment Management assesses liquidity and going concern uncertainty in the Company’s consolidated 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 consolidated 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. As of December 31, 2021, we had cash and cash equivalents of $25.7 million and restricted cash of $8.1 million. For the year ended December 31, 2021, the Company incurred operating income of approximately $8.3 million, cash flows used in operations of $18.3 million, and working capital of $16.0 million. On June 2, 2021, the Company completed the acquisition of Appliances Connection. Appliances Connection has historically been profitable; however, less than 7 months of their operations are included in results for the year ended December 31, 2021. Management has prepared estimates of operations for fiscal years 2022 and 2023 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 these consolidated financial statements in the Company’s 10-K. 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. The accompanying consolidated 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 consolidated financial statements, indicate improved operations and the Company’s ability to continue operations as a going concern.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Adopted In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820 Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to improve consistent application and simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. ASU 2019-12 was effective for us as of January 1, 2021. Our adoption did not have a material impact on our consolidated financial statements. Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic The Company currently believes that all other issued and not yet effective accounting standards are not relevant to the Company’s consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of property and equipment estimated useful life	Useful Life (Years) Equipment 5 Warehouse equipment 2-7 Furniture and fixtures 1-3 Transportation equipment 1-5 Leasehold improvements 2-5

Revenues (Tables)

Revenues (Tables)	12 Months Ended
	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Schedule of disaggregated revenue	For the Years Ended December 31, December 31, 2021 2020 Appliance sales $ 328,496 $ 40,114 Furniture sales 19,457 11,800 Other sales 14,361 3,220 Total $ 362,314 $ 55,134

Receivables (Tables)

Receivables (Tables)	12 Months Ended
	Dec. 31, 2021
Receivables [Abstract]
Schedule of receivables	December 31, December 31, 2021 2020 Trade accounts receivable $ 10,694 $ - Vendor rebates receivable 11,633 1,338 Other receivables 2,660 - Credit cards in process of collection - 660 Total receivables 24,987 1,998 Less allowance for doubtful accounts (393 ) - Total receivables, net $ 24,594 $ 1,998

Merchandise Inventory (Tables)

Merchandise Inventory (Tables)	12 Months Ended
	Dec. 31, 2021
Inventory Disclosure [Abstract]
Schedule of Merchandise inventory	December 31, December 31, 2021 2020 Appliances $ 41,992 $ 5,286 Furniture 1,166 195 Other 2,439 91 Total merchandise inventory 45,729 5,572 Less reserve for obsolescence (843 ) (425 ) Total merchandise inventory, net $ 44,754 $ 5,147

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	December 31, December 31, 2021 2020 Equipment $ 163 $ 69 Warehouse equipment 546 61 Furniture and fixtures 23 1 Transportation equipment 1,634 64 Leasehold improvements 41 137 Construction in progress 1,597 - Total property and equipment 4,004 332 Less: accumulated depreciation (450 ) (86 ) Property and equipment, net $ 3,554 $ 246

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	December 31, December 31, 2021 2020 Customer relationships $ 24,148 $ 749 Tradenames 26,935 1,368 Total intangible assets 51,083 2,117 Less: accumulated amortization (6,871 ) (735 ) Intangible assets, net $ 44,212 $ 1,382
Schedule of annual amortization expense	Year Ending December 31, Amount 2022 $ 10,217 2023 10,217 2024 9,905 2025 9,793 2026 4,080 Total $ 44,212
Schedule of goodwill	Balance at December 31, 2019 $ - Goodwill from acquisition of Goedeker 4,726 Balance at December 31, 2020 $ 4,726 Goodwill from acquisition of Appliances Connection 185,720 Goodwill from acquisition of Appliances Gallery 1,168 Balance at December 31, 2021 $ 191,614

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued expenses	December 31, December 31, 2021 2020 Trade accounts payable $ 41,166 $ 5,975 Accrued sales tax 23,628 5,804 Accrued payroll liabilities 984 493 Accrued interest 794 10 Accrued liability for sales returns 200 200 Accrued income taxes 334 - Credit cards payable 1,004 - Accrued insurance 955 - Accrued severance 496 - Other accrued liabilities 3,031 220 Total accounts payable and accrued expenses $ 72,592 $ 12,702

Business Combinations (Tables)

Business Combinations (Tables)	12 Months Ended
	Dec. 31, 2021
Business Combinations [Abstract]
Schedule of purchase price	Initial Adjustments Updated Purchase consideration at fair value: Cash consideration $ 180,000 $ - $ 180,000 Common stock 12,264 - 12,264 Working capital adjustment 32,597 (186 ) 32,411 Total consideration $ 224,861 $ (186 ) $ 224,675 Assets acquired and liabilities assumed at fair value: Cash $ 5,897 $ - $ 5,897 Receivables 19,403 (2,262 ) 17,141 Vendor deposits 15,000 - 15,000 Merchandise inventory 20,484 1,150 21,634 Prepaid expenses and other current assets 2,194 - 2,194 Property and equipment 1,891 - 1,891 Right-of-use operating lease assets 1,834 - 1,834 Customer relationships 25,800 (2,401 ) 23,399 Tradenames 24,336 1,231 25,567 Goodwill 177,875 7,845 185,720 Accounts payable and accrued expenses (43,633 ) (2,082 ) (45,715 ) Customer deposits (13,138 ) (4,398 ) (17,536 ) Notes payable (1,527 ) - (1,527 ) Finance lease liabilities (215 ) - (215 ) Right-of-use operating lease liabilities (1,834 ) - (1,834 ) Net deferred tax liabilities (9,506 ) 731 (8,775 ) Net assets acquired $ 224,861 $ (186 ) $ 224,675 Purchase consideration at fair value: Cash consideration $ 1,420 Total consideration $ 1,420 Assets acquired and liabilities assumed at fair value: Merchandise inventory $ 483 Prepaid expenses and other current assets 6 Property and equipment 19 Goodwill 1,168 Customer deposits (256 ) Net assets acquired $ 1,420
Schedule of pro forma events are directly attributable to the acquisitions	December 31, December 31, 2021 2020 Net sales $ 541,742 $ 370,144 Net income 27,910 (11,188 ) Earnings (loss) per share: Basic $ 0.26 $ (0.11 ) Diluted 0.17 (0.11 )

Notes Payable (Tables)

Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Schedule of future minimum principal payments	Year Ending December 31, Amount 2022 $ 7,910 2023 6,364 2024 6,330 2025 6,178 2026 33,000 Total future minimum payments 59,782 Less: debt discount (3,313 ) Total 56,469 Total current portion of notes payable, net $ 7,910 Total notes payable, net of current portion $ 48,559

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2021
Leases [Abstract]
Schedule of supplemental balance sheet information related to leases	December 31, December 31, 2021 2020 Operating lease right-of-use assets $ 14,937 $ 1,578 Lease liabilities, current portion 3,874 451 Lease liabilities, long-term 12,493 1,128 Total operating lease liabilities $ 16,367 $ 1,579 Weighted-average remaining lease term (months) 77 39 Weighted average discount rate 4.00 % 6.50 %
Schedule of maturities of operating lease liabilities	Year Ending December 31, Amount 2022 $ 4,148 2023 4,172 2024 1,805 2025 1,487 2026 1,529 Thereafter 6,642 Total 19,783 Less: imputed interest (3,416 ) Total operating lease liabilities $ 16,367

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Tables)	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Schedule of changes in stock options outstanding	Weighted-Average Options Exercise Price Outstanding at December 31, 2020 555,000 $ 9.00 Granted 150,000 3.10 Exercised - - Forfeited (482,040 ) 9.00 Outstanding at December 31, 2021 222,960 $ 5.03 Exercisable at December 31, 2021 72,961 $ 9.00
Schedule of changes in warrants outstanding	Weighted-Average Warrants Exercise Price Outstanding at December 31, 2019 $ - $ - Granted 55,560 11.25 Exercised - - Forfeited - - Outstanding at December 31, 2020 $ 55,560 $ 11.25 Granted 93,511,111 2.29 Exercised (1,052,248 ) 2.25 Forfeited - - Outstanding at December 31, 2021 $ 92,514,423 $ 2.30 Exercisable at December 31, 2021 $ 92,514,423 $ 2.30

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Schedule of weighted average shares outstanding and the basic and diluted earnings (loss) per common share	December 31, December 31, 2021 2020 Basic Earnings (Loss) Per Share Net income (loss) $ 7,670 $ (21,568 ) Weighted average common shares outstanding 64,528,299 5,463,603 Basic earnings (loss) per share $ 0.12 $ (3.95 ) Dilutive Earnings (Loss) Per Share Weighted average common shares outstanding 64,528,299 5,463,603 Effect on dilutive stock options and warrants 11,932,161 - Total potential shares outstanding 76,460,460 5,463,603 Diluted earnings (loss) per share $ 0.10 $ (3.95 )

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of income tax expense (benefit)	December 31, December 31, 2021 2020 Current federal and state $ 534 $ - Deferred federal and state (4,910 ) 698 Total provision (benefit) for income taxes $ (4,376 ) $ 698
Schedule of difference between the income tax expense (benefit) and statutory federal rate	December 31, December 31, 2021 2020 Federal tax $ 692 $ (4,383 ) State tax, net of federal benefit 112 (891 ) Change in warrant value - 538 Write-off of acquisition and other receivables - 239 Acquisition costs 202 - Change in state tax rates 436 - Other 1 108 Valuation allowance (5,819 ) 5,087 Total income tax provision (benefit) $ (4,376 ) $ 698 Effective tax rate (132.9 )% (3.3 )%
Schedule of deferred income tax assets and liabilities	December 31, December 31, 2021 2020 Inventory $ 326 $ 107 Accrued expenses 196 1,590 Interest limitations 84 320 Reserves 4,065 - Other 261 7 Lease liabilities 3,825 399 Loss carryforward 1,148 3,791 Valuation allowance - (5,797 ) Total deferred tax asset $ 9,905 $ 417 Fixed assets $ (142 ) $ - Right-of-use assets (10,139 ) (399 ) Intangibles (3,491 ) (18 ) Total deferred tax liability $ (13,772 ) $ (417 ) Total deferred tax liability, net $ (3,867 ) $ -
Schedule of accrues interest and penalties related to unrecognized tax benefits	December 31, December 31, 2021 2020 Net deferred tax asset (liability) $ (3,867 ) $ 5,797 Valuation allowance $ - $ (5,797 )

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted cash	$ 200
Withheld by credit card processors	7,900
Customer deposits	256
Shipping and handing expenses	36,500	$ 7,000
Advertising expense	12,000	4,900
Obsolescence allowance	$ 843	425
Estimated useful lives	5 years
Impairments	$ 1,400
Impairment losses	1,400
Accounts payable and accrued expenses	23,600	5,800
Cash and cash equivalent	25,700
Restricted cash	8,067	8,977
Operating income	8,300
Cash flows used in operations	18,300
Working capital	16,000
Merchandise Inventory [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Obsolescence allowance	800	400
Customer Deposits [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Customer deposits	$ 20,700	$ 21,900

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life	12 Months Ended
	Dec. 31, 2021
Equipment [Member]
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life [Line Items]
Useful Life	5 years
Minimum [Member] | Warehouse equipment [Member]
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life [Line Items]
Useful Life	2 years
Minimum [Member] | Furniture and Fixtures [Member]
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life [Line Items]
Useful Life	1 year
Minimum [Member] | Transportation Equipment [Member]
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life [Line Items]
Useful Life	1 year
Minimum [Member] | Leasehold Improvements [Member]
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life [Line Items]
Useful Life	2 years
Maximum [Member] | Warehouse equipment [Member]
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life [Line Items]
Useful Life	7 years
Maximum [Member] | Furniture and Fixtures [Member]
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life [Line Items]
Useful Life	3 years
Maximum [Member] | Transportation Equipment [Member]
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life [Line Items]
Useful Life	5 years
Maximum [Member] | Leasehold Improvements [Member]
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful life [Line Items]
Useful Life	5 years

Revenues (Details) - Schedule o

Revenues (Details) - Schedule of disaggregated revenue - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue, Major Customer [Line Items]
Total	$ 362,314	$ 55,134
Appliance Sales [Member]
Revenue, Major Customer [Line Items]
Sales amount	328,496	40,114
Furniture Sales [Member]
Revenue, Major Customer [Line Items]
Sales amount	19,457	11,800
Other Sales [Member]
Revenue, Major Customer [Line Items]
Sales amount	$ 14,361	$ 3,220

Receivables (Details) - Schedul

Receivables (Details) - Schedule of receivables - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of receivables [Abstract]
Trade accounts receivable	$ 10,694
Vendor rebates receivable	11,633	1,338
Other receivables	2,660
Credit cards in process of collection		660
Total receivables	24,987	1,998
Less allowance for doubtful accounts	(393)
Total receivables, net	$ 24,594	$ 1,998

Vendor Deposits (Details)

Vendor Deposits (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Vendor Deposits Disclosure [Abstract]
Vendor deposits	$ 12.2	$ 0.5

Merchandise Inventory (Details)

Merchandise Inventory (Details) - Schedule of Merchandise inventory - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Total merchandise inventory	$ 45,729	$ 5,572
Less reserve for obsolescence	(843)	(425)
Total merchandise inventory, net	44,754	5,147
Appliances [Member]
Inventory [Line Items]
Total merchandise inventory	41,992	5,286
Furniture [Member]
Inventory [Line Items]
Total merchandise inventory	1,166	195
Other [Member]
Inventory [Line Items]
Total merchandise inventory	$ 2,439	$ 91

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 400	$ 50

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 4,004	$ 332
Accumulated depreciation	(450)	(86)
Property and equipment, net	3,554	246
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	163	69
Warehouse equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	546	61
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	23	1
Transportation equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,634	64
Leasehold improvements[Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	41	137
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,597

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Identifiable intangible assets, gross	$ 2.1
intangible assets and good will net	$ 50.1
Weighted average estimated useful life	5 years
Amortization expense	$ 6.1	$ 0.4

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill (Details) - Schedule of intangible assets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of intangible assets [Abstract]
Customer relationships	$ 24,148	$ 749
Tradenames	26,935	1,368
Total intangible assets	51,083	2,117
Less: accumulated amortization	(6,871)	(735)
Intangible assets, net	$ 44,212	$ 1,382

Intangible Assets and Goodwil_4

Intangible Assets and Goodwill (Details) - Schedule of annual amortization expense $ in Thousands	Dec. 31, 2021USD ($)
Schedule of annual amortization expense [Abstract]
2022	$ 10,217
2023	10,217
2024	9,905
2025	9,793
2026	4,080
Total	$ 44,212

Intangible Assets and Goodwil_5

Intangible Assets and Goodwill (Details) - Schedule of goodwill - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of goodwill [Abstract]
Balance
Goodwill from acquisition of Goedeker		4,726
Balance	$ 191,614	$ 4,726
Goodwill from acquisition of Appliances Connection	185,720
Goodwill from acquisition of Appliances Gallery	$ 1,168

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of accounts payable and accrued expenses [Abstract]
Trade accounts payable	$ 41,166	$ 5,975
Accrued sales tax	23,628	5,804
Accrued payroll liabilities	984	493
Accrued interest	794	10
Accrued liability for sales returns	200	200
Accrued income taxes	334
Credit cards payable	1,004
Accrued insurance	955
Accrued severance	496
Other accrued liabilities	3,031	220
Total accounts payable and accrued expenses	$ 72,592	$ 12,702

Business Combinations (Details)

Business Combinations (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)
Business Combinations (Details) [Line Items]
Common stock, description	The aggregate purchase price was $224.7 million, consisting of (i) $180.0 million in cash, (ii) 5,895,973 shares of the Company’s common stock valued at $12.3 million, and (iii) $32.4 million as a result of the post-closing net working capital adjustment provision. The Company recorded $0.9 million in acquisition related expenses.
Acquisition related expenses	$ 0.9
Intangible assets acquired, period	5 years
Connection contributed	$ 314.5
Net income from continuing operations	$ 30.6
Purchase agreement, description	Pursuant to the AG Purchase Agreement, the purchase price paid at closing was $1.4 million.
Appliance Gallery [Member]
Business Combinations (Details) [Line Items]
Connection contributed	$ 0.2
Net income from continuing operations	$ 0.2
Customer Relationship [Member]
Business Combinations (Details) [Line Items]
Intangible assets acquired, period	5 years

Business Combinations (Detail_2

Business Combinations (Details) - Schedule of purchase price $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Purchase consideration at fair value:
Cash consideration	$ 1,420
Total consideration	1,420
Assets acquired and liabilities assumed at fair value:
Merchandise inventory	483
Prepaid expenses and other current assets	6
Property and equipment	19
Goodwill	1,168
Customer deposits	(256)
Net assets acquired	1,420
Initial Allocation [Member]
Purchase consideration at fair value:
Cash consideration	180,000	[1]
Common stock	12,264	[1]
Working capital adjustment	32,597	[1]
Total consideration	224,861	[1]
Assets acquired and liabilities assumed at fair value:
Cash	5,897	[1]
Receivables	19,403	[1]
Vendor deposits	15,000	[1]
Merchandise inventory	20,484	[1]
Prepaid expenses and other current assets	2,194	[1]
Property and equipment	1,891	[1]
Right-of-use operating lease assets	1,834	[1]
Customer relationships	25,800	[1]
Tradenames	24,336	[1]
Goodwill	177,875	[1]
Accounts payable and accrued expenses	(43,633)	[1]
Customer deposits	(13,138)	[1]
Notes payable	(1,527)	[1]
Finance lease liabilities	(215)	[1]
Right-of-use operating lease liabilities	(1,834)	[1]
Net deferred tax liabilities	(9,506)	[1]
Net assets acquired	224,861	[1]
Adjustments [Member]
Purchase consideration at fair value:
Cash consideration
Common stock
Working capital adjustment	(186)
Total consideration	(186)
Assets acquired and liabilities assumed at fair value:
Cash
Receivables	(2,262)
Vendor deposits
Merchandise inventory	1,150
Prepaid expenses and other current assets
Property and equipment
Right-of-use operating lease assets
Customer relationships	(2,401)
Tradenames	1,231
Goodwill	7,845
Accounts payable and accrued expenses	(2,082)
Customer deposits	(4,398)
Notes payable
Finance lease liabilities
Right-of-use operating lease liabilities
Net deferred tax liabilities	731
Net assets acquired	(186)
Updated Allocation [Member]
Purchase consideration at fair value:
Cash consideration	180,000
Common stock	12,264
Working capital adjustment	32,411
Total consideration	224,675
Assets acquired and liabilities assumed at fair value:
Cash	5,897
Receivables	17,141
Vendor deposits	15,000
Merchandise inventory	21,634
Prepaid expenses and other current assets	2,194
Property and equipment	1,891
Right-of-use operating lease assets	1,834
Customer relationships	23,399
Tradenames	25,567
Goodwill	185,720
Accounts payable and accrued expenses	(45,715)
Customer deposits	(17,536)
Notes payable	(1,527)
Finance lease liabilities	(215)
Right-of-use operating lease liabilities	(1,834)
Net deferred tax liabilities	(8,775)
Net assets acquired	$ 224,675
[1]	As reported in our September 30, 2021 Form 10-Q, filed on November 15, 2021.

Business Combinations (Detail_3

Business Combinations (Details) - Schedule of pro forma events are directly attributable to the acquisitions - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of pro forma events are directly attributable to the acquisitions [Abstract]
Net sales	$ 541,742	$ 370,144
Net income	$ 27,910	$ (11,188)
Earnings (loss) per share:
Basic	$ 0.26	$ (0.11)
Diluted	$ 0.17	$ (0.11)

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Jun. 02, 2021	Aug. 04, 2020	Apr. 05, 2019	Mar. 19, 2021	Dec. 31, 2021	Dec. 31, 2020	Jun. 03, 2021	Aug. 25, 2020	Jun. 30, 2020
Notes Payable (Details) [Line Items]
Aggregate price							$ 600,000
Credit facilities, description	pursuant to which the Lenders have agreed to make available to the Company and ACI senior secured credit facilities in the aggregate initial amount of $70.0 million, including (i) a $60.0 million term loan (the “Term Loan”) and (ii) a $10.0 million revolving credit facility (the “Revolving Loan”), which revolving credit facility includes a $2.0 million swingline subfacility (the “Swing Line Loan” and together with the Term Loan and the Revolving Loan, the “Loans”) and a $2.0 million letter of credit subfacility, in each case, on the terms and conditions contained in the Credit Agreement. On June 2, 2021, the Company borrowed the entire amount of the Term Loan and issued term loan notes to the Lenders in the aggregate principal amount of $60.0 million.As of December 31, 2021, the Company has not borrowed any amounts under the Revolving Loan. As of December 31, 2021, the carrying value of the Term Loan is $55.2 million, comprised of principal of $58.5 million, net of unamortized loan costs of $3.3 million. Loan costs before amortization included $3.5 million of lender and placement agent fees and $0.3 million of legal other fees. The Company classified $7.5 million as a current liability and the balance as a long-term liability.
Interest rate					3.90%
Interest rate per annum					2.00%
Term loan quarterly installments					The Company must repay the principal amount of the Term Loan in quarterly installments of $1.5 million each, payable on the last business day of each March, June, September, and December, commencing on September 30, 2021 (the December 2021 payment was in January 2022).
Commitment fee percentage per annum					0.50%
Credit limit					$ 2,000,000
Accounts payable					200,000
Securities purchase agreement, description				the Company entered into a securities purchase agreement with two institutional investors, pursuant to which the Company issued to each investor (i) a 10% OID senior secured promissory note in the principal amount of $2.8 million and (ii) a four-year warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $12.00 (subject to adjustments), which may be exercised on a cashless basis, for a purchase price of $2.5 million each, or $5.0 million in the aggregate, the relative fair value of which is $1.3 million and was recorded as debt discount. After deducting a placement fee and other expenses, the Company received net proceeds of $4.6 million. The original issue discount and warrant expense were amortized as interest expense. On June 2, 2021, the Company repaid these notes from the proceeds of the Term Loan. At the time of repayment, the Company wrote off the balance of the debt discount of $1.7 million, as a loss on early extinguishment of debt.
Outstanding balance of notes					$ 1,500,000
Arvest Loan [Member]
Notes Payable (Details) [Line Items]
Principal amount								$ 3,500,000
Outstanding balance of loan						$ 3,200,000
Comprised balance amount						3,300,000
Unamortized loan costs						100,000
Burnley Capital LLC [Member]
Notes Payable (Details) [Line Items]
Loan and security agreement, description			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) $1.5 million minus reserves established Burnley at any time in accordance with the loan and security agreement.
Borrowed amount			$ 700,000
Principal amount			1,500,000
Payoff amount		$ 100,000
Small Business Community Capital II, L.P. [Member]
Notes Payable (Details) [Line Items]
Principal amount			$ 1,500,000
Payoff amount		1,100,000
Outstanding equity securities percentage			5.00%
Aggregate price			$ 100
Derivative liability		$ 100,000							$ 2,300,000
Warrant estimated charge						$ 2,100,000
Converted to stock (in Shares)		250,000
Maximum [Member]
Notes Payable (Details) [Line Items]
Interest rates					5.74%
Maximum [Member] | Small Business Community Capital II, L.P. [Member]
Notes Payable (Details) [Line Items]
Principal amount			$ 1,500,000
Minimum [Member]
Notes Payable (Details) [Line Items]
Interest rates					3.59%

Notes Payable (Details) - Sched

Notes Payable (Details) - Schedule of future minimum principal payments $ in Thousands	Dec. 31, 2021USD ($)
Schedule of future minimum principal payments [Abstract]
2022	$ 7,910
2023	6,364
2024	6,330
2025	6,178
2026	33,000
Total future minimum payments	59,782
Less: debt discount	(3,313)
Total	56,469
Total current portion of notes payable, net	7,910
Total notes payable, net of current portion	$ 48,559

Leases (Details)

Leases (Details) - USD ($)	Sep. 09, 2021	Jul. 29, 2021	Jun. 02, 2021	Jan. 13, 2021	Apr. 05, 2019	May 31, 2019	Dec. 31, 2021	Dec. 31, 2020
Leases (Details) [Line Items]
Term of lease	26 months				5 years
Base rent					$ 45,000
Percentage of base rent						71.43%
Percentage of taxes Paid						71.43%
Total cost						$ 56,250
Operating lease right of use asset	$ 3,400,000					$ 3,000,000	$ 14,937,000	$ 1,578,000
Lease agreement, description				the Company entered into a lease agreement with Westgate 200, LLC, which was amended on March 31, 2021, for its new principal office and showroom in St. Charles, Missouri. The lease terminates on April 30, 2027, with two options to renew for additional five year periods. The base rent is $20,977 per month until September 30, 2021, and increases to $31,465 per month until April 30, 2022, after which time the base rent increases at approximately 2.5% per year thereafter. The Company must also pay its 43.4% pro rata portion of the property taxes, operating expenses and insurance costs and is also responsible to pay for the utilities used on the premises. The lease contains customary events of default. The initial ROU asset and liability associated with this lease is $2.0 million.
Lease agreement term, description		AC Gallery entered into a lease agreement with Tom’s Flooring, LLC for the showroom and warehouse located in Largo, Florida. The lease is for a term of four months commencing on September 1, 2021 and ending on December 31, 2021 and provides for a case rent of $6,500 per month. AC Gallery must also pay its one-third pro rata portion of the common area maintenance charges, utilities and sales taxes.
Storage fee first year	136,274
Storage fee second year	140,274
Storage fee last two months	144,573
Security deposit	272,549
Operating lease expense	$ 1,700,000							$ 500,000
Total due of leases amount							$ 200,000
Bath Ave. LLC [Member]
Leases (Details) [Line Items]
Term of lease			10 years
Base rent			$ 74,263
Operating lease right of use asset			$ 8,400,000
Realty LLC [Member]
Leases (Details) [Line Items]
Term of lease			10 years
Base rent			$ 6,365
Operating lease right of use asset			700,000
Maximum [Member] | Bath Ave. LLC [Member]
Leases (Details) [Line Items]
Base rent			96,896
Maximum [Member] | Realty LLC [Member]
Leases (Details) [Line Items]
Base rent			$ 8,305

Leases (Details) - Schedule of

Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 09, 2021	Dec. 31, 2020	May 31, 2019
Schedule of supplemental balance sheet information related to leases [Abstract]
Operating lease right-of-use assets	$ 14,937	$ 3,400	$ 1,578	$ 3,000
Lease liabilities, current portion	3,874		451
Lease liabilities, long-term	12,493		1,128
Total operating lease liabilities	$ 16,367		$ 1,579
Weighted-average remaining lease term (months)	77 months		39 months
Weighted average discount rate	4.00%		6.50%

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of maturities of operating lease liabilities - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of maturities of operating lease liabilities [Abstract]
2022	$ 4,148
2023	4,172
2024	1,805
2025	1,487
2026	1,529
Thereafter	6,642
Total	19,783
Less: imputed interest	(3,416)
Total operating lease liabilities	$ 16,367	$ 1,579

Supplier Concentration (Details

Supplier Concentration (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Supplier Concentration (Details) [Line Items]
Percentage of revenues and purchases	72.10%	22.10%
Revenues and Purchases [Member]
Supplier Concentration (Details) [Line Items]
Percentage of revenues and purchases	10.00%

Related Parties (Details)

Related Parties (Details) - USD ($)	Jun. 02, 2020	Apr. 05, 2019	Dec. 31, 2021	Dec. 31, 2020
Related Parties (Details) [Line Items]
Service fee to manager		$ 62,500
Management fees			$ 300,000
Percentage of television			9.00%
Extinguishment of debt consisting			$ (1,748,000)	$ (1,756,000)
Forbearance fee			300,000
Write off unamortized loan discount			300,000
Write off of unamortized debt cost			$ 200,000
Equity interest rate			5.00%
DMI holdbacks			$ 177,800,000
DMI net of holdbacks			9,100,000
Deposits at DMI totaled			12,200,000
Vendor rebate deposits			5,700,000
Total rent expense			1,000,000
Goedeker Television Note Payable [Member]
Related Parties (Details) [Line Items]
Extinguishment of debt consisting			800,000
IPO [Member]
Related Parties (Details) [Line Items]
Percentage of television	On June 2, 2020 the Company 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 $0.3 million, (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%.
Steve Goedeker [Member]
Related Parties (Details) [Line Items]
Principal amount			$ 4,100,000

Stockholders_ Equity (Deficit_2

Stockholders’ Equity (Deficit) (Details) - USD ($)

Jun. 03, 2021

Jun. 02, 2021

Aug. 04, 2020

Apr. 05, 2019

Dec. 20, 2021

Jul. 28, 2021

Jul. 16, 2021

Dec. 31, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 17, 2021

Apr. 09, 2021

Mar. 19, 2021

Jul. 30, 2020

Stockholders’ Equity (Deficit) (Details) [Line Items]

Common stock, shares authorized

250,000,000

250,000,000

250,000,000

Common stock, par value (in Dollars per share)

$ 0.0001

$ 0.0001

$ 0.0001

Preferred stock, shares authorized

20,000,000

20,000,000

20,000,000

Preferred stock, par value (in Dollars per share)

$ 0.0001

$ 0.0001

$ 0.0001

Repurchase outstanding amount (in Dollars)

$ 25,000,000

Common stock, shares issued

250,000

6,111,200

106,387,332

6,111,200

Common Stock, Shares, Outstanding

6,111,200

106,387,332

6,111,200

Voting rights

one

Shares of common stock sold

91,111,111

1,111,200

Total gross proceeds (in Dollars)

$ 205,000,000

$ 10,000,000

Net proceeds (in Dollars)

$ 8,600,000

Price per share (in Dollars per share)

$ 2.25

Underwriting agreement, description

Under the underwriting agreement, the Company granted the Underwriter a 30-day option to purchase up to 2,000,000 additional shares of common stock, at a purchase price of $2.0832 per share, and/or warrants to purchase up to 2,000,000 additional shares of common stock, at a purchase price of $0.0093 per warrant, in any combination thereof, solely to cover over-allotments, if any. The Underwriter exercised its option to purchase 2,000,000 additional warrants and 2,000,000 additional shares for total gross proceeds of $4.5 million.

Shares of common stock issued

1,052,248

Remaining issuable shares

10,777,039

Aggregate common stock shares

216,800

Aggregate value of common stock (in Dollars)

$ 600,000

issuance of shares

555,000

555,000

Common stock of fair value (in Dollars)

$ 1,800,000

Officer nonqualified stock options, description

the Company issued to a Company officer nonqualified stock options to purchase 150,000 shares of common stock pursuant to the Plan. The stock options have an exercise price of $3.10 per share and vest 25% annually over a 4-year period. The Company has calculated these options’ estimated fair market value at $0.3 million using the Black-Scholes pricing model, with the following assumptions: expected term 6.25 years, stock price $3.10, exercise price $3.10, volatility 77.65%, risk-free rate 1.00%, and no forfeiture rate.

Stock options

482,040

Stock option expense (in Dollars)

$ 300,000

$ 400,000

Unrecognized compensation cost (in Dollars)

$ 300,000

Expected recognized years

3 years 6 months 29 days

Weighted average remaining contractual life

6 years 6 months 3 days

Warrants, description

the Company issued to Small Business Community Capital II, L.P. 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. Small Business Community Capital II, L.P. exercised this warrant for the purchase of 250,000 shares of common stock on August 4, 2020.

Underwriter [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Net proceeds (in Dollars)

$ 194,400,000

Affiliated Entity [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Purchase shares of common stock

55,560

Exercise price per share (in Dollars per share)

$ 11.25

Investor [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Purchase shares of common stock

400,000

Exercise price per share (in Dollars per share)

$ 12

IPO [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Purchase shares of common stock

93,111,111

Exercise price per share (in Dollars per share)

$ 2.25

Directors and Officers [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Aggregate shares of common stock

216,800

Aggregate shares of common stock, value (in Dollars)

$ 600,000

Minimum [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Common stock, shares authorized

200,000,000

Reserved shares of common stock for issuance

1,000,000

555,000

Maximum [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Common stock, shares authorized

250,000,000

Reserved shares of common stock for issuance

11,000,000

1,000,000

2020 Equity Incentive Plan [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Reserved shares of common stock for issuance

555,000

Common Stock [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Shares of common stock issued

5,895,973

Exercise of warrants (in Dollars)

$ 1,052,248

Proceeds from warrants exercises (in Dollars)

$ 2,400,000

Warrant [Member]

Stockholders’ Equity (Deficit) (Details) [Line Items]

Weighted average remaining contractual life

4 years 5 months 1 day

Total intrinsic value (in Dollars)

$ 13,800,000

Stockholders_ Equity (Deficit_3

Stockholders’ Equity (Deficit) (Details) - Schedule of changes in stock options outstanding	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Schedule of changes in stock options outstanding [Abstract]
Outstanding beginning balance, Shares | shares	555,000
Outstanding beginning balance, Weighted Average Exercise Price | $ / shares	$ 9
Outstanding ending balance, Options | shares	222,960
Outstanding ending balance, Weighted Average Exercise Price | $ / shares	$ 5.03
Exercisable, Options | shares	72,961
Exercisable, Weighted Average Exercise Price | $ / shares	$ 9
Granted, Options | shares	150,000
Granted, Weighted Average Exercise Price | $ / shares	$ 3.1
Exercised, Options | shares
Exercised, Weighted Average Exercise Price | $ / shares
Forfeited, cancelled, or expired, Options | shares	(482,040)
Forfeited, cancelled, or expired, Weighted Average Exercise Price | $ / shares	$ 9

Stockholders_ Equity (Deficit_4

Stockholders’ Equity (Deficit) (Details) - Schedule of changes in warrants outstanding - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stockholders’ Equity (Deficit) (Details) - Schedule of changes in warrants outstanding [Line Items]
Outstanding beginning balance, Warrants	55,560
Outstanding beginning balance, Weighted Average Exercise Price	$ 11.25
Granted, Warrants	93,511,111	55,560
Granted, Weighted Average Exercise Price	$ 2.29	$ 11.25
Exercised, Warrants	(1,052,248)
Exercised, Weighted Average Exercise Price	$ 2.25
Forfeited, Warrants
Forfeited, Weighted Average Exercise Price
Outstanding ending balance, Warrants	92,514,423	55,560
Outstanding ending balance, Weighted Average Exercise Price	$ 2.3	$ 11.25
Exercisable ending balance, Warrants	92,514,423
Exercisable ending balance, Weighted Average Exercise Price	$ 2.3

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Stock options warrants shares	678,521	610,560

Earnings (Loss) Per Share (De_2

Earnings (Loss) Per Share (Details) - Schedule of weighted average shares outstanding and the basic and diluted earnings (loss) per common share - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Basic Earnings (Loss) Per Share
Net income (loss) (in Dollars)	$ 7,670	$ (21,568)
Weighted average common shares outstanding	64,528,299	5,463,603
Basic earnings (loss) per share (in Dollars per share)	$ 0.12	$ (3.95)
Dilutive Earnings (Loss) Per Share
Weighted average common shares outstanding	64,528,299	5,463,603
Effect on dilutive stock options and warrants	11,932,161
Total potential shares outstanding	76,460,460	5,463,603
Diluted earnings (loss) per share (in Dollars per share)	$ 0.1	$ (3.95)

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 5.2	$ 15
Net valuation allowance	5.8
Additional deferred taxes	$ 5.8
Statutory federal rate	21.00%	21.00%

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of provision for income taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of provision for income taxes [Abstract]
Current federal and state	$ 534
Deferred federal and state	(4,910)	698
Total provision (benefit) for income taxes	$ (4,376)	$ 698

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of difference between the income tax expense (benefit) and statutory federal rate - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of difference between the income tax expense (benefit) and statutory federal rate [Abstract]
Federal tax	$ 692	$ (4,383)
State tax, net of federal benefit	112	(891)
Change in warrant value		538
Write-off of acquisition and other receivables		239
Acquisition costs	202
Change in state tax rates	436
Other	1	108
Valuation allowance	(5,819)	5,087
Total income tax provision (benefit)	$ (4,376)	$ 698
Effective tax rate	(132.90%)	(3.30%)

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of deferred income tax assets and liabilities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of deferred income tax assets and liabilities [Abstract]
Inventory	$ 326	$ 107
Accrued expenses	196	1,590
Interest limitations	84	320
Reserves	4,065
Other	261	7
Lease liabilities	3,825	399
Loss carryforward	1,148	3,791
Valuation allowance		(5,797)
Total deferred tax asset	9,905	417
Fixed assets	(142)
Right-of-use assets	(10,139)	(399)
Intangibles	(3,491)	(18)
Total deferred tax liability	(13,772)	(417)
Total deferred tax liability, net	$ (3,867)

Income Taxes (Details) - Sche_4

Income Taxes (Details) - Schedule of accrues interest and penalties related to unrecognized tax benefits - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of accrues interest and penalties related to unrecognized tax benefits [Abstract]
Net deferred tax asset (liability)	$ (3,867)	$ 5,797
Valuation allowance		$ (5,797)

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Asset purchase agreement, description	Pursuant to the asset purchase agreement, Goedeker Television entitled to receive an earn out payment of $0.2 million if the EBITDA (as defined in the asset purchase agreement) of the Goedeker Business for the trailing twelve (12) month period from April 5, 2022 is $2.5 million or greater, and may be entitled to receive a partial earn out payment if the EBITDA of the Goedeker Business is less than $2.5 million but greater than $1.5 million.
Debt instrument due amount	$ 0.2	$ 0.2

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	1 Months Ended
	Mar. 15, 2022USD ($)ft²
Subsequent Events (Details) [Line Items]
Rentable square feet | ft²	5,835
Monthly rent | $	$ 22,000