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Polished.com (POL)

Document And Entity Information

Document And Entity Information - shares3 Months Ended
Mar. 31, 2022May 12, 2022
Document Information Line Items
Entity Registrant Name1847 GOEDEKER INC.
Trading SymbolGOED
Document Type10-Q
Current Fiscal Year End Date--12-31
Entity Common Stock, Shares Outstanding106,387,332
Amendment Flagfalse
Entity Central Index Key0001810140
Entity Current Reporting StatusYes
Entity Filer CategoryNon-accelerated Filer
Document Period End DateMar. 31,
2022
Document Fiscal Year Focus2022
Document Fiscal Period FocusQ1
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Shell Companyfalse
Entity Ex Transition Periodfalse
Document Quarterly Reporttrue
Document Transition Reportfalse
Entity File Number001-39418
Entity Incorporation, State or Country CodeDE
Entity Tax Identification Number83-3713938
Entity Address, Address Line One1870 Bath Avenue
Entity Address, City or TownBrooklyn
Entity Address, State or ProvinceNY
Entity Address, Postal Zip Code11214
Local Phone Number299-9470
City Area Code800
Title of 12(b) SecurityCommon Stock, par value $0.0001 per share
Security Exchange NameNYSE
Entity Interactive Data CurrentYes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in ThousandsMar. 31, 2022Dec. 31, 2021
Current Assets
Cash and cash equivalents $ 25,821 $ 25,724
Restricted cash2,583 8,067
Receivables, net26,288 24,594
Vendor deposits18,064 12,199
Merchandise inventory, net52,963 44,754
Prepaid expenses and other current assets8,291 5,980
Total Current Assets134,010 121,318
Property and equipment, net3,688 3,554
Operating lease right-of-use assets15,262 14,937
Goodwill191,614 191,614
Intangible assets, net41,658 44,212
Other long-term assets349 349
TOTAL ASSETS386,581 375,984
Current Liabilities
Accounts payable and accrued expenses83,959 72,592
Customer deposits13,080 20,702
Current portion of notes payable, net7,907 7,910
Current portion of finance lease liabilities120 65
Current portion of operating lease liabilities3,845 3,874
Contingent note payable200 198
Total Current Liabilities109,111 105,341
Notes payable, net of current portion47,181 48,559
Finance lease liabilities, net of current portion306 121
Operating lease liabilities, net of current portion12,787 12,493
Deferred tax liability, net5,652 3,867
TOTAL LIABILITIES175,037 170,381
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, 202111 11
Additional paid-in capital224,667 224,648
Accumulated deficit(13,134)(19,056)
TOTAL STOCKHOLDERS’ EQUITY211,544 205,603
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 386,581 $ 375,984

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / sharesMar. 31, 2022Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized20,000,000 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 authorized250,000,000 250,000,000
Common stock, shares issued106,387,332 106,387,332
Common stock, shares outstanding106,387,332 106,387,332

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2022Mar. 31, 2021
Income Statement [Abstract]
Product sales, net $ 152,752 $ 13,697
Cost of goods sold116,883 11,069
Gross profit35,869 2,628
Operating Expenses
Personnel7,046 1,931
Advertising4,288 1,083
Bank and credit card fees6,167 533
Depreciation and amortization2,734 122
General and administrative5,567 2,240
Total Operating Expenses25,802 5,909
INCOME (LOSS) FROM OPERATIONS10,067 (3,281)
Other Income (Expenses)
Interest income41 10
Adjustment in value of contingency(2)
Interest expense(936)(232)
Other income135 10
Total Other Income (Expenses)(762)(212)
NET INCOME (LOSS) BEFORE INCOME TAXES9,305 (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 ThousandsCommon StockAdditional Paid-in CapitalAccumulated DeficitTotal
Balance at Dec. 31, 2020 $ 1 $ 13,409 $ (26,726) $ (13,316)
Balance (in Shares) at Dec. 31, 20206,111,200
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, 20216,111,200
Balance at Dec. 31, 2021 $ 11 224,648 (19,056)205,603
Balance (in Shares) at Dec. 31, 2021106,387,332
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, 2022106,387,332

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2022Mar. 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 amortization2,734 128
Amortization of debt discount185 98
Stock-based compensation19 125
Adjustment in value of contingency2
Deferred tax (liability) asset1,785
Non-cash lease expense819 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 expenses11,368 (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 PERIOD33,791 9,912
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD28,404 11,404
Cash, cash equivalents, and restricted cash consist of the following:
Cash and cash equivalents25,821 1,309
Restricted cash2,583 10,095
Cash and cash equivalents and restricted cash total28,404 11,404
Cash, cash equivalents, and restricted cash consist of the following:
Cash and cash equivalents25,724 935
Restricted cash8,067 8,977
Cash and cash equivalents and restricted cash total33,791 9,912
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest639 29
Cash paid for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Operating lease right-of-use assets and liabilities assumed1,145 1,954
Financed purchases of property and equipment308
Debt discount on notes payable from OID 910
Debt discount on notes payable from warrants $ 1,340

Basis of Presentation

Basis of Presentation3 Months Ended
Mar. 31, 2022
Basis of Presentation [Abstract]
BASIS OF PRESENTATIONNOTE
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 Pronouncements3 Months Ended
Mar. 31, 2022
Accounting Policies [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTSNOTE
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 Assessment3 Months Ended
Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND GOING CONCERN ASSESSMENTNOTE
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

Revenues3 Months Ended
Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
REVENUESNOTE
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 Disclosures3 Months Ended
Mar. 31, 2022
Supplemental Financial Statement Disclosures [Abstract]
SUPPLEMENTAL FINANCIAL STATEMENT DISCLOSURESNOTE
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

Leases3 Months Ended
Mar. 31, 2022
Leases [Abstract]
LEASESNOTE
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 Parties3 Months Ended
Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTIESNOTE
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’ Equity3 Months Ended
Mar. 31, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITYNOTE
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 Combinations3 Months Ended
Mar. 31, 2022
Business Combinations [Abstract]
BUSINESS COMBINATIONSNOTE
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 Payable3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]
NOTES PAYABLENOTE
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 Share3 Months Ended
Mar. 31, 2022
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER SHARENOTE
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 Contingencies3 Months Ended
Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIESNOTE
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 Events3 Months Ended
Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE
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 Concentration3 Months Ended
Mar. 31, 2022
Supplier Concentration [Abstract]
SUPPLIER CONCENTRATIONNOTE
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 revenueFor 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 expensesMarch 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 inventoryMarch 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 equipmentMarch 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 assetsMarch
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 expenses2022 (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 expensesMarch 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 sheetMarch 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 liabilitiesYears 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 outstandingWeighted
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 outstandingWeighted-
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 acquisitionsThree 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 paymentsFor 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 shareMarch 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 Millions3 Months Ended
Mar. 31, 2022USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents $ 25.8
Restricted cash2.6
Operating income10.1
Cash flows used in operations3.7
Working capital $ 24.9

Revenues (Details) - Schedule o

Revenues (Details) - Schedule of disaggregated revenue - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2022Mar. 31, 2021
Revenue, Major Customer [Line Items]
Total $ 152,752 $ 13,697
Appliance Sales [Member]
Revenue, Major Customer [Line Items]
Sales amount140,975 10,273
Furniture Sales [Member]
Revenue, Major Customer [Line Items]
Sales amount4,155 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 life5 years

Supplemental Financial Statem_4

Supplemental Financial Statement Disclosures (Details) - Schedule of receivables - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2022Dec. 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, net26,288 24,594
Trade Accounts Receivable [Member]
Supplemental Financial Statement Disclosures (Details) - Schedule of receivables [Line Items]
Total receivables15,295 10,694
Vendor Rebates Receivable [Member]
Supplemental Financial Statement Disclosures (Details) - Schedule of receivables [Line Items]
Total receivables9,125 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 ThousandsMar. 31, 2022Dec. 31, 2021
Schedule of inventory [Abstract]
Appliances $ 50,856 $ 41,922
Furniture986 1,166
Other1,964 2,439
Total merchandize inventory53,806 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 ThousandsMar. 31, 2022Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment $ 4,318 $ 4,004
Less: accumulated depreciation(630)(450)
Property and equipment, net3,688 3,554
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment209 203
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment546 546
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment23 23
Transportation Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment1,232 1,183
Financed Assets [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment494 235
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment217 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 ThousandsMar. 31, 2022Dec. 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, net41,658 44,212
Customer Relationships [Member]
Supplemental Financial Statement Disclosures (Details) - Schedule of intangible assets [Line Items]
Total intangible assets24,148 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 ThousandsMar. 31, 2022Dec. 31, 2021
Schedule of estimated annual amortization expense [Abstract]
2022 (remainder of year) $ 7,662
202310,217
20249,905
20259,793
20264,081
Total $ 41,658 $ 44,212

Supplemental Financial Statem_9

Supplemental Financial Statement Disclosures (Details) - Schedule of accounts payable and accrued expenses - USD ($) $ in ThousandsMar. 31, 2022Dec. 31, 2021
Schedule of accounts payable and accrued expenses [Abstract]
Trade accounts payable $ 51,660 $ 41,166
Accrued sales tax24,812 23,628
Accrued payroll liabilities1,707 984
Accrued interest648 794
Accrued income taxes1,933 334
Credit cards payable1,447 1,004
Accrued severance390 496
Other accrued liabilities1,362 4,186
Total accounts payable and accrued expenses $ 83,959 $ 72,592

Leases (Details)

Leases (Details)May 15, 2022USD ($)m²Mar. 31, 2022USD ($)Dec. 31, 2021USD ($)
Leases [Abstract]
Rentable square feet (in Square Meters) | m²5,835
Monthly rent $ 22,000
Operating lease $ 1,100,000
Operating lease expense $ 1,000,000 $ 200,000
Financing lease to purchase300,000
Outstanding balance of finance leases $ 400,000

Leases (Details) - Schedule of

Leases (Details) - Schedule of unaudited condensed consolidated balance sheet - USD ($) $ in ThousandsMar. 31, 2022Dec. 31, 2021
Schedule of unaudited condensed consolidated balance sheet [Abstract]
Operating lease right-of-use assets $ 15,262 $ 14,937
Lease liabilities, current portion3,844 3,874
Lease liabilities, long-term12,787 12,493
Total operating lease liabilities $ 16,631 $ 16,367
Weighted-average remaining lease term (months)73 months77 months
Weighted average discount rate3.90%4.00%

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of maturities of operating lease liabilities $ in Thousands3 Months Ended
Mar. 31, 2022USD ($)
Schedule of maturities of operating lease liabilities [Abstract]
2022 – remaining $ 3,314
20234,446
20242,086
20251,776
20261,827
Thereafter7,544
Total20,993
Less: imputed interest(4,362)
Total operating lease liabilities $ 16,631

Related Parties (Details)

Related Parties (Details) - USD ($)Apr. 05, 2019Mar. 31, 2022Mar. 31, 2021
Related Party Transactions [Abstract]
Service fee to manager $ 62,500
Management fees $ 100,000 $ 100,000
Percentage of television5.00%
DMI holdbacks $ 73,400,000
Deposits at DMI totaled18,100,000
Vendor rebate deposits3,100,000
Total rent expense $ 500,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands3 Months Ended
Mar. 31, 2022Mar. 31, 2021Dec. 31, 2021Dec. 17, 2021
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized250,000,000 250,000,000
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized20,000,000 20,000,000
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Stock options were forfeited132,960
Stock option expense (in Dollars) $ 20 $ 100
Non-vested stock options300,000
Expected recognized years3 years 3 months 29 days
Total intrinsic value (in Dollars)
Weighted average remaining contractual life7 years 9 months 14 days
Warrant [Member]
Stockholders’ Equity (Details) [Line Items]
Weighted average remaining contractual life4 years 2 months 1 day
Total intrinsic value (in Dollars)
Minimum [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized200,000,000
Maximum [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized250,000,000

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - Schedule of changes in stock options outstanding3 Months Ended
Mar. 31, 2022$ / sharesshares
Schedule of changes in stock options outstanding [Abstract]
Outstanding beginning balance, Shares | shares312,960
Outstanding beginning balance, Weighted Average Exercise Price | $ / shares $ 6.17
Outstanding ending balance, Options | shares180,000
Outstanding ending balance, Weighted Average Exercise Price | $ / shares $ 4.08
Exercisable, Options | shares30,000
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 | shares92,514,423
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 | shares92,514,423
Outstanding ending balance, Weighted Average Exercise Price | $ / shares $ 2.3
Exercisable ending balance, Warrants | shares92,514,423
Exercisable ending balance, Weighted Average Exercise Price | $ / shares $ 2.3

Business Combinations (Details)

Business Combinations (Details) $ in Millions3 Months Ended
Mar. 31, 2022USD ($)
Business Combinations (Details) [Line Items]
Common stock, descriptionThe
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, descriptionPursuant
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, period5 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 Thousands3 Months Ended
Mar. 31, 2022Mar. 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 MillionsJun. 02, 2021Mar. 31, 2022
Notes Payable (Details) [Line Items]
Aggregate initial amount $ 70
Term loan60 $ 53.9
Revolving credit facility10
Swingline subfacility2
Letter of credit subfacility2
Aggregate principal amount $ 60
Comprised of principal57
Net of unamortized loan costs3.1
Current liability $ 7.5
Bear interest at a rate2.00%
Installments payable $ 1.5
Interest rate of commitment fee0.50%
M&T Loans [Member]
Notes Payable (Details) [Line Items]
Interest rates3.90%

Notes Payable (Details) - Sched

Notes Payable (Details) - Schedule of future minimum principal payments $ in ThousandsMar. 31, 2022USD ($)
Schedule of future minimum principal payments [Abstract]
2022 (remainder of year) $ 4,500
20236,000
20246,000
20256,000
Thereafter33,000
Total55,500
Less: Loan costs(3,501)
Total51,999
Amount classified as a current liability6,000
Amount classified as long-term liability $ 45,999

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) - shares3 Months Ended
Mar. 31, 2022Mar. 31, 2021
Earnings Per Share [Abstract]
Stock options warrants shares92,694,423 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 Thousands3 Months Ended
Mar. 31, 2022Mar. 31, 2021
Basic and Diluted Earnings (Loss) Per Share
Net income (loss) $ 5,922 $ (3,493)
Weighted average common shares outstanding106,387,332 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 | shares50,000,000

Subsequent Events (Details)

Subsequent Events (Details)May 09, 2022
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Credit agreement, descriptionOn 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 percentage77.00%
Revenues [Member]
Supplier Concentration (Details) [Line Items]
Percentage of revenues and purchases10.00%