Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | 1847 GOEDEKER INC. | |
Trading Symbol | GOED | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 106,387,332 | |
Amendment Flag | false | |
Entity Central Index Key | 0001810140 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly 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 $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 25,821 | $ 25,724 |
Restricted cash | 2,583 | 8,067 |
Receivables, net | 26,288 | 24,594 |
Vendor deposits | 18,064 | 12,199 |
Merchandise inventory, net | 52,963 | 44,754 |
Prepaid expenses and other current assets | 8,291 | 5,980 |
Total Current Assets | 134,010 | 121,318 |
Property and equipment, net | 3,688 | 3,554 |
Operating lease right-of-use assets | 15,262 | 14,937 |
Goodwill | 191,614 | 191,614 |
Intangible assets, net | 41,658 | 44,212 |
Other long-term assets | 349 | 349 |
TOTAL ASSETS | 386,581 | 375,984 |
Current Liabilities | ||
Accounts payable and accrued expenses | 83,959 | 72,592 |
Customer deposits | 13,080 | 20,702 |
Current portion of notes payable, net | 7,907 | 7,910 |
Current portion of finance lease liabilities | 120 | 65 |
Current portion of operating lease liabilities | 3,845 | 3,874 |
Contingent note payable | 200 | 198 |
Total Current Liabilities | 109,111 | 105,341 |
Notes payable, net of current portion | 47,181 | 48,559 |
Finance lease liabilities, net of current portion | 306 | 121 |
Operating lease liabilities, net of current portion | 12,787 | 12,493 |
Deferred tax liability, net | 5,652 | 3,867 |
TOTAL LIABILITIES | 175,037 | 170,381 |
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized; 106,387,332 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 11 | 11 |
Additional paid-in capital | 224,667 | 224,648 |
Accumulated deficit | (13,134) | (19,056) |
TOTAL STOCKHOLDERS’ EQUITY | 211,544 | 205,603 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 386,581 | $ 375,984 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 106,387,332 |
Common stock, shares outstanding | 106,387,332 | 106,387,332 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Product sales, net | $ 152,752 | $ 13,697 |
Cost of goods sold | 116,883 | 11,069 |
Gross profit | 35,869 | 2,628 |
Operating Expenses | ||
Personnel | 7,046 | 1,931 |
Advertising | 4,288 | 1,083 |
Bank and credit card fees | 6,167 | 533 |
Depreciation and amortization | 2,734 | 122 |
General and administrative | 5,567 | 2,240 |
Total Operating Expenses | 25,802 | 5,909 |
INCOME (LOSS) FROM OPERATIONS | 10,067 | (3,281) |
Other Income (Expenses) | ||
Interest income | 41 | 10 |
Adjustment in value of contingency | (2) | |
Interest expense | (936) | (232) |
Other income | 135 | 10 |
Total Other Income (Expenses) | (762) | (212) |
NET INCOME (LOSS) BEFORE INCOME TAXES | 9,305 | (3,493) |
INCOME TAX EXPENSE | (3,383) | |
NET INCOME (LOSS) | $ 5,922 | $ (3,493) |
NET INCOME (LOSS) PER COMMON SHARE – BASIC AND DILUTED (in Dollars per share) | $ 0.06 | $ (0.57) |
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED (in Shares) | 106,387,332 | 6,111,200 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
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 | ||
Stock-based compensation | 125 | 125 | ||
Net income (loss) | (3,493) | (3,493) | ||
Balance at Mar. 31, 2021 | $ 1 | 14,874 | (30,219) | (15,344) |
Balance (in Shares) at Mar. 31, 2021 | 6,111,200 | |||
Balance at Dec. 31, 2021 | $ 11 | 224,648 | (19,056) | 205,603 |
Balance (in Shares) at Dec. 31, 2021 | 106,387,332 | |||
Stock-based compensation | 19 | 19 | ||
Net income (loss) | 5,922 | 5,922 | ||
Balance at Mar. 31, 2022 | $ 11 | $ 224,667 | $ (13,134) | $ 211,544 |
Balance (in Shares) at Mar. 31, 2022 | 106,387,332 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) Adjustments to reconcile net income (loss) to net cash | $ 5,922 | $ (3,493) |
Depreciation and amortization | 2,734 | 128 |
Amortization of debt discount | 185 | 98 |
Stock-based compensation | 19 | 125 |
Adjustment in value of contingency | 2 | |
Deferred tax (liability) asset | 1,785 | |
Non-cash lease expense | 819 | 127 |
Changes in operating assets and liabilities: | ||
Receivables | (1,694) | 1,049 |
Vendor deposits | (5,864) | (195) |
Merchandise inventory | (8,209) | (736) |
Prepaid expenses and other assets | (2,312) | 109 |
Accounts payable and accrued expenses | 11,368 | (345) |
Customer deposits | (7,622) | 390 |
Operating lease liabilities | (880) | (65) |
Net cash used in operating activities | (3,747) | (2,808) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (6) | (126) |
Net cash used in investing activities | (6) | (126) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 4,590 | |
Repayments of notes payable | (1,615) | (164) |
Repayments of finance lease liabilities | (19) | |
Net cash (used in) provided by financing activities | (1,634) | 4,426 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (5,387) | 1,492 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | 33,791 | 9,912 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | 28,404 | 11,404 |
Cash, cash equivalents, and restricted cash consist of the following: | ||
Cash and cash equivalents | 25,821 | 1,309 |
Restricted cash | 2,583 | 10,095 |
Cash and cash equivalents and restricted cash total | 28,404 | 11,404 |
Cash, cash equivalents, and restricted cash consist of the following: | ||
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 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 639 | 29 |
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Operating lease right-of-use assets and liabilities assumed | 1,145 | 1,954 |
Financed purchases of property and equipment | 308 | |
Debt discount on notes payable from OID | 910 | |
Debt discount on notes payable from warrants | $ 1,340 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 1—BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited condensed consolidated financial statements of 1847 Goedeker Inc. (the “Company,” “1847 Goedeker,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of the interim periods presented. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information included in the Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Furthermore, interim results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022 or future periods. Certain reclassifications within property and equipment have been made to the prior period’s financial statements to conform to the current period financial statement presentation (see Note 6). There is no impact in total net property and equipment, results of operations, and cash flows in all periods presented. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2—RECENT ACCOUNTING PRONOUNCEMENTS In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2019. This pronouncement was amended under ASU 2019-10 to allow an extension on the adoption date for entities that qualify as a small reporting company. The Company has elected this extension and the effective date for the Company to adopt this standard will be for fiscal years beginning after December 15, 2022. The Company has not completed its assessment of the standard but does not expect the adoption to have a material impact on our unaudited condensed consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU amends ASC 805 to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in business combinations. The ASU is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company has not completed its assessment of the standard but does not expect the adoption to have a material impact on our unaudited condensed consolidated financial statements. The Company has evaluated all other recent accounting pronouncements and determined that the adoption of pronouncements applicable to the Company has not had or is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN ASSESSMENT | NOTE 3—LIQUIDITY AND GOING CONCERN ASSESSMENT Management assesses liquidity and going concern uncertainty in the Company’s condensed 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 unaudited condensed 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 March 31, 2022, we had cash and cash equivalents of $25.8 million and restricted cash of $2.6 million. For the three months ended March 31, 2022, the Company incurred operating income of approximately $10.1 million, cash flows used in operations of $3.7 million, and working capital of $24.9 million. 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 unaudited condensed consolidated financial statements. The impact of COVID-19 on the Company’s business has been considered in these assumptions; however, with new COVID variants still in place it might be too early to know the full impact of COVID-19 or its timing on a return to more normal operations. The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements, indicate improved operations and the Company’s ability to continue operations as a going concern. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 4—REVENUES The Company sells a vast assortment of household appliances, including refrigerators, ranges, ovens, dishwashers, microwaves, freezers, washers and dryers. In addition to appliances, we also offer a broad assortment of products in the furniture, décor, bed & bath, lighting, outdoor living, electronics categories, fitness equipment, plumbing fixtures, air conditioners, fireplaces, fans, dehumidifiers, humidifiers, air purifiers and televisions. Revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Each customer order generally contains only one performance obligation based on the merchandise sale to be delivered, at which time revenue is recognized. 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 Three Months Ended March 31, March 31, 2022 2021 Appliance sales $ 140,975 $ 10,273 Furniture sales 4,155 2,328 Other sales 7,622 1,096 Total $ 152,752 $ 13,697 |
Supplemental Financial Statemen
Supplemental Financial Statement Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Financial Statement Disclosures [Abstract] | |
SUPPLEMENTAL FINANCIAL STATEMENT DISCLOSURES | NOTE 5—SUPPLEMENTAL FINANCIAL STATEMENT DISCLOSURES Receivables at March 31, 2022 and December 31, 2021, consisted of the following (in thousands): March 31, December 31, 2022 2021 Trade accounts receivable $ 15,295 $ 10,694 Vendor rebates receivable 9,125 11,633 Other receivables 2,261 2,660 Total receivables 26,681 24,987 Less allowance for doubtful accounts (393 ) (393 ) Total receivables, net $ 26,288 $ 24,594 Inventory as March 31, 2022 and December 31, 2021, consisted of the following (in thousands): March 31, December 31, 2022 2021 Appliances $ 50,856 $ 41,922 Furniture 986 1,166 Other 1,964 2,439 Total merchandize inventory 53,806 45,597 Less reserve for obsolescence (843 ) (843 ) Total merchandize inventory, net $ 52,963 $ 44,754 Property and equipment at March 31, 2022 and December 31, 2021, consisted of the following (in thousands): March 31, December 31, 2022 2021 Equipment $ 209 $ 203 Warehouse equipment 546 546 Furniture and fixtures 23 23 Transportation equipment 1,232 1,183 Financed assets 494 235 Leasehold improvements 217 217 Construction in progress 1,597 1,597 Total property and equipment 4,318 4,004 Less: accumulated depreciation (630 ) (450 ) Property and equipment, net $ 3,688 $ 3,554 The following provides a breakdown of identifiable intangible assets as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, Customer relationships $ 24,148 $ 24,148 Marketing related - tradename 26,935 26,935 Total intangible assets 51,083 51,083 Accumulated amortization (9,425 ) (6,871 ) Intangible assets, net $ 41,658 $ 44,212 These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 5.0 years. At March 31, 2022, estimated annual amortization expense for each of the next five years is as follows (in thousands): 2022 (remainder of year) $ 7,662 2023 10,217 2024 9,905 2025 9,793 2026 4,081 Total $ 41,658 Accounts payable and accrued expenses at March 31, 2022 and December 31, 2021, consisted of the following (in thousands): March 31, December 31, 2022 2021 Trade accounts payable $ 51,660 $ 41,166 Accrued sales tax 24,812 23,628 Accrued payroll liabilities 1,707 984 Accrued interest 648 794 Accrued income taxes 1,933 334 Credit cards payable 1,447 1,004 Accrued severance 390 496 Other accrued liabilities 1,362 4,186 Total accounts payable and accrued expenses $ 83,959 $ 72,592 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 6—LEASES Operating Leases On March 15, 2022, the Company entered into a lease agreement by and between the Company and 8780 19th 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 received a four-month rent concession so that its first rental payment shall become due on or before July 1, 2022. The lease agreement contains customary events of default, representations, warranties, and covenants. The initial ROU asset and liability associated with this operating lease is $1.1 million. The following was included in our unaudited condensed consolidated balance sheet at March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Operating lease right-of-use assets $ 15,262 $ 14,937 Lease liabilities, current portion 3,844 3,874 Lease liabilities, long-term 12,787 12,493 Total operating lease liabilities $ 16,631 $ 16,367 Weighted-average remaining lease term (months) 73 77 Weighted average discount rate 3.90 % 4.00 % Operating lease expense was $1.0 million and $0.2 million for the three months ended March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022, maturities of operating lease liabilities were as follows, in thousands: Years Ending December 31, Amount 2022 – remaining $ 3,314 2023 4,446 2024 2,086 2025 1,776 2026 1,827 Thereafter 7,544 Total 20,993 Less: imputed interest (4,362 ) Total operating lease liabilities $ 16,631 Finance Leases During the period ending March 31, 2022, the Company entered in an equipment financing lease to purchase eight forklifts totaling $0.3 million, maturing in February 2026. At March 31, 2022, the outstanding balance of our finance leases is $0.4 million. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 7—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 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 three months ended March 31, 2022 and 2021. The Company expensed management fees of $0.1 million for the three months ended March 31, 2022 and 2021. 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, the Company’s Chief Executive Officer, and director, is on the board of DMI. As such, DMI is deemed to be a related party. During the three months ended March 31, 2022, total purchases from DMI, net of holdbacks, were $73.4 million, deposits at DMI totaled $18.1 million and the vendor rebate due from DMI was $3.1 million. Lease Agreements The Company has lease agreements with 1870 Bath Ave. LLC, 812 5th Ave Realty LLC, 54 Glen Cove Realty, LLC, and 8780 19th Ave LLC respectively. Each of these entities is owned by the Company’s Chief Executive Officer and Chief Operating Officer. In addition, the Company has a sublease agreement with DMI. The total rent expense under these related party leases was $0.5 million for the three months ended March 31, 2022. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8—STOCKHOLDERS' EQUITY As of March 31, 2022, 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. On December 17 2021, the board of directors approved an increase to the number of shares of common stock that the Company is authorized to issue from 200,000,000 to 250,000,000 shares. Such increase was approved by the Company’s stockholders effective as of December 21, 2021. See Note 12, “ Commitments and Contingencies Stock Options Below is a table summarizing the changes in stock options outstanding during the three months ended March 31, 2022: Weighted Options Exercise Outstanding at December 31, 2021 312,960 $ 6.17 Granted - - Exercised - - Forfeited (132,960 ) 9.00 Outstanding at March 31, 2022 180,000 $ 4.08 Exercisable at March 31, 2022 30,000 $ 9.00 During the three months ended March 31, 2022, 132,960 stock options were forfeited, as a result of employee terminations. Stock-based compensation expense of $0.02 million and $0.1 million was recorded during the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the remaining unrecognized compensation cost related to non-vested stock options is $0.3 million and is expected to be recognized over 3.33 years. The outstanding stock options have a weighted average remaining contractual life of 7.79 years and a total intrinsic value of $ nil Warrants Below is a table summarizing the changes in warrants outstanding during the three months ended March 31, 2022: Weighted- Warrants Exercise Outstanding at December 31, 2021 92,514,423 $ 2.30 Granted - - Exercised - - Forfeited - - Outstanding at March 31, 2022 92,514,423 $ 2.30 Exercisable at March 31, 2022 92,514,423 $ 2.30 As of March 31, 2022, the outstanding warrants have a weighted average remaining contractual life of 4.17 years and a total intrinsic value of $ nil |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 9—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 “Appliances Connection Acquisition”). The Appliances Connection 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 Appliances Connection Acquisition using the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations” 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. 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 “AC Gallery Acquisition”). The AC Gallery 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” Goodwill recognized for this tran saction is deductible Pro Forma Information The following unaudited pro forma results presented below (in thousands) include the effects of the Appliances Connection and AC Gallery Acquisitions as if they had been consummated as of January 1, 2021, with adjustments to give effect to pro forma events that are directly attributable to the acquisitions. Three Months Three Months 2022 2021 Net sales $ 152,752 $ 123,711 Net income 5,922 10,899 Earnings (loss) per share: Basic and Diluted $ 0.06 $ 1.78 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. The amortization of the identified intangible assets acquired in the Appliances Connection Acquisition included in 2021 Net income was $2.5 million. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10—NOTES PAYABLE M&T Credit Facilities On June 2, 2021, the Company and ACI, as borrowers, entered into a credit and guaranty agreement (the “M&T Credit Agreement”) with Appliances Connection and certain other subsidiaries of the Company party thereto from time to time as guarantors, the financial institutions party thereto from time to time (“M&T 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 M&T 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 “M&T Term Loan”) and (ii) a $10.0 million revolving credit facility (the “M&T Revolving Loan”), which revolving credit facility includes a $2.0 million swingline subfacility (the “M&T Swing Line Loan” and together with the M&T Term Loan and the M&T Revolving Loan, the “M&T Loans”) and a $2.0 million letter of credit subfacility, in each case, on the terms and conditions contained in the M&T Credit Agreement. On June 2, 2021, the Company borrowed the entire amount of the M&T Term Loan and issued term loan notes to the M&T Lenders in the aggregate principal amount of $60.0 million. As of March 31, 2022, the Company has not borrowed any amounts under the M&T Revolving Loan. As of March 31, 2022, the carrying value of the M&T Term Loan was $53.9 million, comprised of principal of $57 million, net of unamortized loan costs of $3.1 million. The Company classified $7.5 million as a current liability and the balance as a long-term liability. Each of the M&T Loans matures on June 2, 2026. The M&T Loans will bear interest on the unpaid principal amount thereof as follows: (i) if it is a M&T Loan bearing interest at a rate determined by the Base Rate (as defined in the M&T Credit Agreement), then at the Base Rate plus the Applicable Margin (as defined in the M&T Credit Agreement) for such M&T Loan; (ii) if it is a M&T Loan bearing interest at a rate determined by the LIBOR Rate (as defined in the M&T Credit Agreement), then at the LIBOR Rate plus the Applicable Margin for such M&T Loan; and (iii) if it is a M&T Swing Line Loan, then at the rate applicable to M&T Loans bearing interest at a rate determined by the Base Rate. The M&T 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 M&T Term Loan from LIBOR Rate to Base Rate, and may elect the interest rate benchmark for future M&T Revolving Loans as either LIBOR Rate or Base Rate (and, with respect to any M&T Loan made at the LIBOR Rate, may also select the interest period applicable to any such M&T Loan), by notifying M&T and M&T Lenders from time to time in accordance with the provisions of the M&T Credit Agreement. Notwithstanding the foregoing, following an event of default, the M&T Loans will bear interest at a rate that is 2% per annum higher than the interest rate then in effect for the applicable M&T Loan. The Company must repay the principal amount of the M&T 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 remaining unpaid principal amount of the M&T Term Loan must be repaid on the maturity date, unless payment is sooner required by the M&T Credit Agreement. Mandatory repayments of amounts borrowed under the M&T Revolving Loan facility are required only if the amount borrowed at any time exceeds the commitment amount. Amounts borrowed under M&T Revolving Loans may be repaid and reborrowed at any time until the maturity date. The Company may voluntarily prepay the M&T Loans from time to time in accordance with the provisions of the M&T Credit Agreement, and will be required to prepay the M&T Loans under certain limited circumstances as set forth in the M&T 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 M&T Credit Agreement, all as more specifically set forth in the M&T Credit Agreement. Under the M&T 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 M&T Lenders’ revolving loan commitments, determined as set forth in the M&T Credit Agreement, and certain fees in connection with the issuance of any letters of credit under the M&T Credit Agreement. The M&T 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 M&T Loans are guaranteed by the Guarantors (as defined in the M&T Credit Agreement) and are secured by a first priority security interest in substantially all of the assets of the Company, ACI and the guarantors. Maturities of the M&T Term Loan are as follows: For the years ended December 31, 2022 (remainder of year) $ 4,500 2023 6,000 2024 6,000 2025 6,000 Thereafter 33,000 Total 55,500 Less: Loan costs (3,501 ) Total $ 51,999 Amount classified as a current liability $ 6,000 Amount classified as long-term liability $ 45,999 M&T Loan was paid in full on May 9, 2022 (see Note 13, “ Subsequent Events |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 11—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): March 31, March 31, 2022 2021 Basic and Diluted Earnings (Loss) Per Share Net income (loss) $ 5,922 $ (3,493 ) Weighted average common shares outstanding 106,387,332 6,111,200 Basic and diluted earnings (loss) per share $ 0.06 $ (0.57 ) For the three months ended March 31, 2022, there were 92,694,423 potential common share equivalents from stock options and warrants excluded from the diluted EPS calculations as their effect is anti-dilutive. For the three months ended March 31, 2021, there were 1,010,560, potential common share equivalents from stock options and warrants excluded from the diluted EPS calculations as their effect is anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12—COMMITMENTS AND CONTINGENCIES 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 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. Shortly before the 205 Petition was filed, one of the purported stockholders who had submitted a demand related to adoption of the Share Increase Proposal also has filed a Class Action Complaint in the Court of Chancery against the Company and its Board of Directors. That lawsuit, captioned Scot T. Boden v. 1847 Goedeker Inc., et al. Boden Boden |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13—SUBSEQUENT EVENTS On May 9, 2022, the Company and ACI (together, the “Borrowers”) and certain subsidiaries of the Borrowers, as guarantors, entered into a Credit Agreement (the “New Credit Agreement”) by and among the Borrowers, the guarantors, each of the lenders identified therein (the “Lenders”) and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer (the “Agent”), pursuant to which the Lenders have agreed to make available to the Borrowers senior secured credit facilities in the aggregate initial amount of $140,000,000, including (i) a $100,000,000 term loan (the “New Term Loan”) and (ii) a $40,000,000 revolving credit facility (the “New Revolving Loan”), which revolving credit facility includes a $2,000,000 swingline subfacility (the “New Swing Line Loan” and together with the New Term Loan and the New Revolving Loan, the “New Loans”) and a $2,000,000 letter of credit subfacility, in each case, on the terms and conditions contained in the New Credit Agreement. The New Loans may from time to time be further evidenced by separate promissory notes issued by the Borrowers. On May 9, 2022, the Company borrowed the entire amount of the New Term Loan, but no New Revolving Loans have been made as of May 16, 2022. The proceeds of the New Term Loan were applied, among other uses, to prepay the obligations in full under the Borrowers’ existing M&T Credit Agreement. On May 9, 2022, in connection with prepayment of the obligations under the M&T Credit Agreement, the M&T Credit Agreement was terminated. |
Supplier Concentration
Supplier Concentration | 3 Months Ended |
Mar. 31, 2022 | |
Supplier Concentration [Abstract] | |
SUPPLIER CONCENTRATION | NOTE 14—SUPPLIER CONCENTRATION Significant customers and suppliers are those that account for greater than ten percent of the Company’s revenues and purchases. For the three months ended March 31, 2022, the Company purchased 77% of finished goods from DMI. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue | For the Three Months Ended March 31, March 31, 2022 2021 Appliance sales $ 140,975 $ 10,273 Furniture sales 4,155 2,328 Other sales 7,622 1,096 Total $ 152,752 $ 13,697 |
Supplemental Financial Statem_2
Supplemental Financial Statement Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Financial Statement Disclosures [Abstract] | |
Schedule of accounts payable and accrued expenses | March 31, December 31, 2022 2021 Trade accounts receivable $ 15,295 $ 10,694 Vendor rebates receivable 9,125 11,633 Other receivables 2,261 2,660 Total receivables 26,681 24,987 Less allowance for doubtful accounts (393 ) (393 ) Total receivables, net $ 26,288 $ 24,594 |
Schedule of inventory | March 31, December 31, 2022 2021 Appliances $ 50,856 $ 41,922 Furniture 986 1,166 Other 1,964 2,439 Total merchandize inventory 53,806 45,597 Less reserve for obsolescence (843 ) (843 ) Total merchandize inventory, net $ 52,963 $ 44,754 |
Schedule of property and equipment | March 31, December 31, 2022 2021 Equipment $ 209 $ 203 Warehouse equipment 546 546 Furniture and fixtures 23 23 Transportation equipment 1,232 1,183 Financed assets 494 235 Leasehold improvements 217 217 Construction in progress 1,597 1,597 Total property and equipment 4,318 4,004 Less: accumulated depreciation (630 ) (450 ) Property and equipment, net $ 3,688 $ 3,554 |
Schedule of intangible assets | March 31, December 31, Customer relationships $ 24,148 $ 24,148 Marketing related - tradename 26,935 26,935 Total intangible assets 51,083 51,083 Accumulated amortization (9,425 ) (6,871 ) Intangible assets, net $ 41,658 $ 44,212 |
Schedule of accounts payable and accrued expenses | 2022 (remainder of year) $ 7,662 2023 10,217 2024 9,905 2025 9,793 2026 4,081 Total $ 41,658 |
Schedule of accounts payable and accrued expenses | March 31, December 31, 2022 2021 Trade accounts payable $ 51,660 $ 41,166 Accrued sales tax 24,812 23,628 Accrued payroll liabilities 1,707 984 Accrued interest 648 794 Accrued income taxes 1,933 334 Credit cards payable 1,447 1,004 Accrued severance 390 496 Other accrued liabilities 1,362 4,186 Total accounts payable and accrued expenses $ 83,959 $ 72,592 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of unaudited condensed consolidated balance sheet | March 31, December 31, 2022 2021 Operating lease right-of-use assets $ 15,262 $ 14,937 Lease liabilities, current portion 3,844 3,874 Lease liabilities, long-term 12,787 12,493 Total operating lease liabilities $ 16,631 $ 16,367 Weighted-average remaining lease term (months) 73 77 Weighted average discount rate 3.90 % 4.00 % |
Schedule of maturities of operating lease liabilities | Years Ending December 31, Amount 2022 – remaining $ 3,314 2023 4,446 2024 2,086 2025 1,776 2026 1,827 Thereafter 7,544 Total 20,993 Less: imputed interest (4,362 ) Total operating lease liabilities $ 16,631 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of changes in stock options outstanding | Weighted Options Exercise Outstanding at December 31, 2021 312,960 $ 6.17 Granted - - Exercised - - Forfeited (132,960 ) 9.00 Outstanding at March 31, 2022 180,000 $ 4.08 Exercisable at March 31, 2022 30,000 $ 9.00 |
Schedule of changes in warrants outstanding | Weighted- Warrants Exercise Outstanding at December 31, 2021 92,514,423 $ 2.30 Granted - - Exercised - - Forfeited - - Outstanding at March 31, 2022 92,514,423 $ 2.30 Exercisable at March 31, 2022 92,514,423 $ 2.30 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of pro forma events that are directly attributable to the acquisitions | Three Months Three Months 2022 2021 Net sales $ 152,752 $ 123,711 Net income 5,922 10,899 Earnings (loss) per share: Basic and Diluted $ 0.06 $ 1.78 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future minimum principal payments | For the years ended December 31, 2022 (remainder of year) $ 4,500 2023 6,000 2024 6,000 2025 6,000 Thereafter 33,000 Total 55,500 Less: Loan costs (3,501 ) Total $ 51,999 Amount classified as a current liability $ 6,000 Amount classified as long-term liability $ 45,999 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average shares outstanding and the basic and diluted earnings (loss) per common share | March 31, March 31, 2022 2021 Basic and Diluted Earnings (Loss) Per Share Net income (loss) $ 5,922 $ (3,493 ) Weighted average common shares outstanding 106,387,332 6,111,200 Basic and diluted earnings (loss) per share $ 0.06 $ (0.57 ) |
Liquidity and Going Concern A_2
Liquidity and Going Concern Assessment (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and cash equivalents | $ 25.8 |
Restricted cash | 2.6 |
Operating income | 10.1 |
Cash flows used in operations | 3.7 |
Working capital | $ 24.9 |
Revenues (Details) - Schedule o
Revenues (Details) - Schedule of disaggregated revenue - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue, Major Customer [Line Items] | ||
Total | $ 152,752 | $ 13,697 |
Appliance Sales [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales amount | 140,975 | 10,273 |
Furniture Sales [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales amount | 4,155 | 2,328 |
Other Sales [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales amount | $ 7,622 | $ 1,096 |
Supplemental Financial Statem_3
Supplemental Financial Statement Disclosures (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Financial Statement Disclosures [Abstract] | |
Weighted average estimated useful life | 5 years |
Supplemental Financial Statem_4
Supplemental Financial Statement Disclosures (Details) - Schedule of receivables - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Supplemental Financial Statement Disclosures (Details) - Schedule of receivables [Line Items] | ||
Total receivables | $ 26,681 | $ 24,987 |
Less allowance for doubtful accounts | (393) | (393) |
Total receivables, net | 26,288 | 24,594 |
Trade Accounts Receivable [Member] | ||
Supplemental Financial Statement Disclosures (Details) - Schedule of receivables [Line Items] | ||
Total receivables | 15,295 | 10,694 |
Vendor Rebates Receivable [Member] | ||
Supplemental Financial Statement Disclosures (Details) - Schedule of receivables [Line Items] | ||
Total receivables | 9,125 | 11,633 |
Other Receivables [Member] | ||
Supplemental Financial Statement Disclosures (Details) - Schedule of receivables [Line Items] | ||
Total receivables | $ 2,261 | $ 2,660 |
Supplemental Financial Statem_5
Supplemental Financial Statement Disclosures (Details) - Schedule of inventory - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of inventory [Abstract] | ||
Appliances | $ 50,856 | $ 41,922 |
Furniture | 986 | 1,166 |
Other | 1,964 | 2,439 |
Total merchandize inventory | 53,806 | 45,597 |
Less reserve for obsolescence | (843) | (843) |
Total merchandize inventory, net | $ 52,963 | $ 44,754 |
Supplemental Financial Statem_6
Supplemental Financial Statement Disclosures (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,318 | $ 4,004 |
Less: accumulated depreciation | (630) | (450) |
Property and equipment, net | 3,688 | 3,554 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 209 | 203 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 546 | 546 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 23 | 23 |
Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,232 | 1,183 |
Financed Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 494 | 235 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 217 | 217 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,597 | $ 1,597 |
Supplemental Financial Statem_7
Supplemental Financial Statement Disclosures (Details) - Schedule of intangible assets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Supplemental Financial Statement Disclosures (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets | $ 51,083 | $ 51,083 |
Accumulated amortization | (9,425) | (6,871) |
Intangible assets, net | 41,658 | 44,212 |
Customer Relationships [Member] | ||
Supplemental Financial Statement Disclosures (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets | 24,148 | 24,148 |
Marketing Related -Tradename [Member] | ||
Supplemental Financial Statement Disclosures (Details) - Schedule of intangible assets [Line Items] | ||
Total intangible assets | $ 26,935 | $ 26,935 |
Supplemental Financial Statem_8
Supplemental Financial Statement Disclosures (Details) - Schedule of estimated annual amortization expense - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of estimated annual amortization expense [Abstract] | ||
2022 (remainder of year) | $ 7,662 | |
2023 | 10,217 | |
2024 | 9,905 | |
2025 | 9,793 | |
2026 | 4,081 | |
Total | $ 41,658 | $ 44,212 |
Supplemental Financial Statem_9
Supplemental Financial Statement Disclosures (Details) - Schedule of accounts payable and accrued expenses - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of accounts payable and accrued expenses [Abstract] | ||
Trade accounts payable | $ 51,660 | $ 41,166 |
Accrued sales tax | 24,812 | 23,628 |
Accrued payroll liabilities | 1,707 | 984 |
Accrued interest | 648 | 794 |
Accrued income taxes | 1,933 | 334 |
Credit cards payable | 1,447 | 1,004 |
Accrued severance | 390 | 496 |
Other accrued liabilities | 1,362 | 4,186 |
Total accounts payable and accrued expenses | $ 83,959 | $ 72,592 |
Leases (Details)
Leases (Details) | May 15, 2022USD ($)m² | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Leases [Abstract] | |||
Rentable square feet (in Square Meters) | m² | 5,835 | ||
Monthly rent | $ 22,000 | ||
Operating lease | $ 1,100,000 | ||
Operating lease expense | $ 1,000,000 | $ 200,000 | |
Financing lease to purchase | 300,000 | ||
Outstanding balance of finance leases | $ 400,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of unaudited condensed consolidated balance sheet - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of unaudited condensed consolidated balance sheet [Abstract] | ||
Operating lease right-of-use assets | $ 15,262 | $ 14,937 |
Lease liabilities, current portion | 3,844 | 3,874 |
Lease liabilities, long-term | 12,787 | 12,493 |
Total operating lease liabilities | $ 16,631 | $ 16,367 |
Weighted-average remaining lease term (months) | 73 months | 77 months |
Weighted average discount rate | 3.90% | 4.00% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of maturities of operating lease liabilities $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of maturities of operating lease liabilities [Abstract] | |
2022 – remaining | $ 3,314 |
2023 | 4,446 |
2024 | 2,086 |
2025 | 1,776 |
2026 | 1,827 |
Thereafter | 7,544 |
Total | 20,993 |
Less: imputed interest | (4,362) |
Total operating lease liabilities | $ 16,631 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Apr. 05, 2019 | Mar. 31, 2022 | Mar. 31, 2021 |
Related Party Transactions [Abstract] | |||
Service fee to manager | $ 62,500 | ||
Management fees | $ 100,000 | $ 100,000 | |
Percentage of television | 5.00% | ||
DMI holdbacks | $ 73,400,000 | ||
Deposits at DMI totaled | 18,100,000 | ||
Vendor rebate deposits | 3,100,000 | ||
Total rent expense | $ 500,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 17, 2021 | |
Stockholders’ Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Stock options were forfeited | 132,960 | |||
Stock option expense (in Dollars) | $ 20 | $ 100 | ||
Non-vested stock options | 300,000 | |||
Expected recognized years | 3 years 3 months 29 days | |||
Total intrinsic value (in Dollars) | ||||
Weighted average remaining contractual life | 7 years 9 months 14 days | |||
Warrant [Member] | ||||
Stockholders’ Equity (Details) [Line Items] | ||||
Weighted average remaining contractual life | 4 years 2 months 1 day | |||
Total intrinsic value (in Dollars) | ||||
Minimum [Member] | ||||
Stockholders’ Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | |||
Maximum [Member] | ||||
Stockholders’ Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 250,000,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of changes in stock options outstanding | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of changes in stock options outstanding [Abstract] | |
Outstanding beginning balance, Shares | shares | 312,960 |
Outstanding beginning balance, Weighted Average Exercise Price | $ / shares | $ 6.17 |
Outstanding ending balance, Options | shares | 180,000 |
Outstanding ending balance, Weighted Average Exercise Price | $ / shares | $ 4.08 |
Exercisable, Options | shares | 30,000 |
Exercisable, Weighted Average Exercise Price | $ / shares | $ 9 |
Granted, Options | shares | |
Granted, Weighted Average Exercise Price | $ / shares | |
Exercised, Options | shares | |
Exercised, Weighted Average Exercise Price | $ / shares | |
Forfeited, cancelled, or expired, Options | shares | (132,960) |
Forfeited, cancelled, or expired, Weighted Average Exercise Price | $ / shares | $ 9 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of changes in warrants outstanding - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Stockholders’ Equity (Details) - Schedule of changes in warrants outstanding [Line Items] | |
Outstanding beginning balance, Warrants | shares | 92,514,423 |
Outstanding beginning balance, Weighted Average Exercise Price | $ / shares | $ 2.3 |
Granted, Warrants | shares | |
Granted, Weighted Average Exercise Price | $ / shares | |
Exercised, Warrants | shares | |
Exercised, Weighted Average Exercise Price | $ / shares | |
Forfeited, Warrants | shares | |
Forfeited, Weighted Average Exercise Price | $ / shares | |
Outstanding ending balance, Warrants | shares | 92,514,423 |
Outstanding ending balance, Weighted Average Exercise Price | $ / shares | $ 2.3 |
Exercisable ending balance, Warrants | shares | 92,514,423 |
Exercisable ending balance, Weighted Average Exercise Price | $ / shares | $ 2.3 |
Business Combinations (Details)
Business Combinations (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
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. |
Acquisition related expenses | $ 0.9 |
Purchase agreement, description | Pursuant to the AG Purchase Agreement, the purchase price paid at closing was $1.4 million. |
Customer Relationship [Member] | |
Business Combinations (Details) [Line Items] | |
Intangible assets acquired, period | 5 years |
Appliance Gallery [Member] | |
Business Combinations (Details) [Line Items] | |
Connections acquisition | $ 2.5 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of pro forma events that are directly attributable to the acquisitions - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of pro forma events that are directly attributable to the acquisitions [Abstract] | ||
Net sales | $ 152,752 | $ 123,711 |
Net income | $ 5,922 | $ 10,899 |
Earnings (loss) per share: | ||
Basic and Diluted (in Dollars per share) | $ 0.06 | $ 1.78 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Millions | Jun. 02, 2021 | Mar. 31, 2022 |
Notes Payable (Details) [Line Items] | ||
Aggregate initial amount | $ 70 | |
Term loan | 60 | $ 53.9 |
Revolving credit facility | 10 | |
Swingline subfacility | 2 | |
Letter of credit subfacility | 2 | |
Aggregate principal amount | $ 60 | |
Comprised of principal | 57 | |
Net of unamortized loan costs | 3.1 | |
Current liability | $ 7.5 | |
Bear interest at a rate | 2.00% | |
Installments payable | $ 1.5 | |
Interest rate of commitment fee | 0.50% | |
M&T Loans [Member] | ||
Notes Payable (Details) [Line Items] | ||
Interest rates | 3.90% |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of future minimum principal payments $ in Thousands | Mar. 31, 2022USD ($) |
Schedule of future minimum principal payments [Abstract] | |
2022 (remainder of year) | $ 4,500 |
2023 | 6,000 |
2024 | 6,000 |
2025 | 6,000 |
Thereafter | 33,000 |
Total | 55,500 |
Less: Loan costs | (3,501) |
Total | 51,999 |
Amount classified as a current liability | 6,000 |
Amount classified as long-term liability | $ 45,999 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Stock options warrants shares | 92,694,423 | 1,010,560 |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic and Diluted Earnings (Loss) Per Share | ||
Net income (loss) | $ 5,922 | $ (3,493) |
Weighted average common shares outstanding | 106,387,332 | 6,111,200 |
Basic and diluted earnings (loss) per share | $ 0.06 | $ (0.57) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Common Stock [Member] | Mar. 31, 2022$ / sharesshares |
Commitments and Contingencies (Details) [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Shares of common stock | shares | 50,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) | May 09, 2022 |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Credit agreement, description | On May 9, 2022, the Company and ACI (together, the “Borrowers”) and certain subsidiaries of the Borrowers, as guarantors, entered into a Credit Agreement (the “New Credit Agreement”) by and among the Borrowers, the guarantors, each of the lenders identified therein (the “Lenders”) and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer (the “Agent”), pursuant to which the Lenders have agreed to make available to the Borrowers senior secured credit facilities in the aggregate initial amount of $140,000,000, including (i) a $100,000,000 term loan (the “New Term Loan”) and (ii) a $40,000,000 revolving credit facility (the “New Revolving Loan”), which revolving credit facility includes a $2,000,000 swingline subfacility (the “New Swing Line Loan” and together with the New Term Loan and the New Revolving Loan, the “New Loans”) and a $2,000,000 letter of credit subfacility, in each case, on the terms and conditions contained in the New Credit Agreement. |
Supplier Concentration (Details
Supplier Concentration (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Supplier Concentration (Details) [Line Items] | |
Purchased of finished goods percentage | 77.00% |
Revenues [Member] | |
Supplier Concentration (Details) [Line Items] | |
Percentage of revenues and purchases | 10.00% |