S-1/A

As filed with the Securities and Exchange Commission on May 13, 2021

Registration No. 333-255709

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 2 to

FORM S-1

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

1847 GOEDEKER INC.

(Exact name of registrant as specified in its charter)

Delaware	5700	83-3713938
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3817 Millstone Parkway

St. Charles, MO 63301

888-768-1710

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Douglas T. Moore
Chief Executive Officer

3817 Millstone Parkway

St. Charles, MO 63301

888-768-1710

(Names, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Louis A. Bevilacqua, Esq. Bevilacqua PLLC 1050 Connecticut Avenue, NW Suite 500 Washington, DC 20036 (202) 869-0888	James W. McLaughlin, Esq. Murtha Cullina LLP One Century Tower 265 Church Street New Haven, CT 06510 (203) 772-7790	Mitchell S. Nussbaum, Esq. Norwood P. Beveridge, Jr., Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)		Amount of registration fee(3)
Common Stock, par value $0.0001 per share(2)	$	235,750,000	$	25,720.33

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes shares that may be purchased by the underwriters pursuant to their over-allotment option.

(3) Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment”) to the Registration Statement on Form S-1/A of 1847 Goedeker Inc. (File No. 333-255709) (the “Registration Statement”) is being filed solely for the purpose of filing the eXtensible Business Reporting Language (XBRL) exhibits as indicated in Part II, Item 16 of this Amendment. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment and the filed exhibits. Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 16. Exhibits.

(a) Exhibits.

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
3.1	Amended and Restated Certificate of Incorporation of 1847 Goedeker Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed on August 3, 2020)
3.2	Bylaws of 1847 Goedeker Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on April 22, 2020)
4.1	Common Stock Purchase Warrant issued to Evergreen Capital Management LLC on March 19, 2021 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 25, 2021)
4.2	Common Stock Purchase Warrant issued to SILAC Insurance Company on March 19, 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on March 25, 2021)
4.3	Form of Representative’s Warrant for Initial Public Offering (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 5, 2020)
5.1*	Opinion of Bevilacqua PLLC as to the legality of the shares
10.1	Securities Purchase Agreement, dated October 20, 2020, among 1847 Goedeker Inc., Appliances Connection Inc., 1 Stop Electronics Center, Inc., Gold Coast Appliances Inc., Superior Deals Inc., Joe’s Appliances LLC, YF Logistics LLC, and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed on March 29, 2021)
10.2	Amendment No. 1 to Securities Purchase Agreement, dated December 8, 2020, among 1847 Goedeker Inc., Appliances Connection Inc., 1 Stop Electronics Center, Inc., Gold Coast Appliances Inc., Superior Deals Inc., Joe’s Appliances LLC, YF Logistics LLC, and the other parties signatory thereto (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on March 29, 2021)
10.3	Amendment No. 2 to Securities Purchase Agreement, dated April 6, 2021, among 1847 Goedeker Inc., Appliances Connection Inc., 1 Stop Electronics Center, Inc., Gold Coast Appliances Inc., Superior Deals Inc., Joe’s Appliances LLC, YF Logistics LLC, and the other parties signatory thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 6, 2021)
10.4	Management Services Agreement, dated April 5, 2019, between 1847 Goedeker Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed on April 22, 2020)
10.5	Amendment No. 1 to Management Services Agreement, dated April 21, 2020, between 1847 Goedeker Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed on April 22, 2020)
10.6	Whirlpool Corporation Major Appliances Retail Dealer Sales Agreement, dated March 20, 2014, between Goedeker Television Co. and Whirlpool Corporation (incorporated by reference to Exhibit 10.37 to Amendment No. 1 to Registration Statement on Form S-1/A filed on June 4, 2020)
10.7*	Trademark Assignment Agreement, dated October 15, 2020, between Superior Deals, Inc. and Albert Fouerti
10.8*	Trademark Assignment Agreement, dated October 15, 2020, between 1 Stop Electronics, Inc. and Albert Fouerti
10.9	Lease Agreement, dated April 5, 2019, between S.H.J., L.L.C. and 1847 Goedeker Inc. (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1 filed on April 22, 2020)
10.10	Lease Agreement, dated January 13, 2021, by and between Westgate 200, LLC and 1847 Goedeker Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 20, 2021)
10.11	First Amendment to Lease Agreement, dated January 13, 2021, by and between Westgate 200, LLC and 1847 Goedeker Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 5, 2021)

II-1

10.12*	Lease Agreement, dated September 1, 2018, between 1 Stop Electronic Center, Inc. and 1870 Bath Ave. LLC
10.13*	Form of New Lease Agreement between 1 Stop Electronic Center, Inc. and 1870 Bath Ave. LLC (to be entered into at closing of proposed acquisition)
10.14*	Lease Agreement, dated September 1, 2018, between Joe’s Appliances LLC and 7812 5th Ave Realty LLC
10.15*	Form of New Lease Agreement between Joe’s Appliances LLC and 7812 5th Ave Realty LLC (to be entered into at closing of proposed acquisition)
10.16*	Sublease Agreement, dated May 31, 2019, between YF Logistics LLC and Icon 400 Cabot Owner Pool 4 NJ, LLC
10.17	Securities Purchase Agreement, dated March 19, 2021, among 1847 Goedeker Inc., Evergreen Capital Management LLC and SILAC Insurance Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 25, 2021)
10.18	Security Agreement, dated March 19, 2021, between 1847 Goedeker Inc. and SILAC Insurance Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 25, 2021)
10.19	10% OID Senior Secured Promissory Note issued to Evergreen Capital Management LLC on March 19, 2021 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 25, 2021)
10.20	10% OID Senior Secured Promissory Note issued to SILAC Insurance Company on March 19, 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 25, 2021)
10.21	Promissory Note and Security Agreement, dated August 25, 2020, by 1847 Goedeker Inc. in favor of Arvest Bank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 31, 2020)
10.22	Securities Entitlement Control Agreement, dated August 25, 2020, among Arvest Bank, 1847 Goedeker Inc. and Arvest Investments, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 31, 2020)
10.23†	Employment Letter Agreement, dated August 15, 2019, between 1847 Goedeker Inc. and Douglas T. Moore (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1 filed on April 22, 2020)
10.24†	Amendment to Employment Letter Agreement, dated April 21, 2020, between 1847 Goedeker Inc. and Douglas T. Moore (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1 filed on April 22, 2020)
10.25†	Employment Letter Agreement, dated April 21, 2020, between 1847 Goedeker Inc. and Robert D. Barry (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1 filed on April 22, 2020)
10.26†*	Form of Employment Agreement between Appliances Connection Inc. and Albert Fouerti (to be entered into at closing of proposed acquisition)
10.27†*	Form of Employment Agreement between Appliances Connection Inc. and Elie Fouerti (to be entered into at closing of proposed acquisition)
10.28	Form of Independent Director Agreement between 1847 Goedeker Inc. and each independent director (incorporated by reference to Exhibit 10.27 to the Registration Statement on Form S-1 filed on April 22, 2020)
10.29	Form of Indemnification Agreement between 1847 Goedeker Inc. and each independent director (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1 filed on April 22, 2020)
10.30†	1847 Goedeker Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K filed on March 29, 2021)

II-2

10.31†*	Amendment No. 1 to 1847 Goedeker Inc. 2020 Equity Incentive Plan
10.32†	Form of Stock Option Agreement for 1847 Goedeker Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-1 filed on April 22, 2020)
10.33†	Form of Restricted Stock Award Agreement for 1847 Goedeker Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-1 filed on April 22, 2020)
14.1	Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1 filed on April 22, 2020)
21.1	List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on March 29, 2021)
23.1	Consent of Friedman LLP for 1847 Goedeker Inc.
23.2	Consent of Friedman LLP for Appliances Connection
23.3*	Consent of Bevilacqua PLLC (included in Exhibit 5.1)
24.1*	Power of Attorney (included on the signature page of this registration statement)
99.1*	Consent of Albert Fouerti (Director Nominee)
99.2*	Consent of Alan P. Shor (Director Nominee)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Previously filed

† Executive compensation plan or arrangement

(b) Financial Statement Schedules.

All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on May 13, 2021.

1847 GOEDEKER INC.
By:	/s/ Douglas T. Moore
	Douglas T. Moore Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Douglas T. Moore	Chief Executive Officer and Director (principal executive officer)	May 13, 2021
Douglas T. Moore
*	Chief Financial Officer (principal financial and accounting officer)	May 13, 2021
Robert D. Barry
*	Chairman of the Board	May 13, 2021
Ellery W. Roberts
*	Director	May 13, 2021
Edward J. Tobin
*	Director	May 13, 2021
Ellette A. Anderson
*	Director	May 13, 2021
Clark R. Crosnoe
*	Director	May 13, 2021
Paul A. Froning
*	Director	May 13, 2021
Glyn C. Milburn

*	By:	/s/ Douglas T. Moore
		Douglas T. Moore
		Attorney-In-Fact

II-4

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Amendment No. 2 to Form S-1 (No. 333-255709) of our report dated March 29, 2021, with respect to the consolidated financial statements of 1847 Goedeker Inc., as of December 31, 2020 and 2019 and for the year ended December 31, 2020, and for the period from April 6, 2019 through December 31, 2019, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows of Goedeker Television Co. (“Predecessor”) for the period from January 1, 2019 through April 5, 2019. We also consent to the reference to our firm under the heading “Experts” in this Registration Statement.

/s/ Friedman LLP

Marlton, New Jersey

May 13, 2021

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Amendment No. 2 to Form S-1 (No. 333-255709) of our report dated April 5, 2021, with respect to the combined financial statements of 1 Stop Electronics Center, Inc.; YF Logistics LLC; Gold Cost Appliances, Inc.; Joe’s Appliances LLC; and Superior Deals Inc. (dba Appliances Connection), as of December 31, 2020 and 2019 and for each of the years in the two-year period ended December 31, 2020. We also consent to the reference of our firm under the heading “Experts” in this Registration Statement.

/s/ Friedman LLP

Marlton, New Jersey

May 13, 2021

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2021
Document and Entity Information [Abstract]
Entity Registrant Name	1847 Goedeker Inc.
Entity Central Index Key	0001810140
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 1
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation State Country Code	DE

XML

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current Assets
Cash and cash equivalents	$ 1,309,374	$ 934,729	$ 471,308
Restricted cash	10,094,932	8,977,187
Receivables	948,354	1,998,232	1,455,248
Vendor deposits	742,926	547,648	294,960
Merchandise inventory, net	5,883,484	5,147,241	1,380,090
Prepaid expenses and other current assets	525,960	635,084	892,796
Total Current Assets	19,505,030	18,240,121	4,494,402
Property and equipment, net	355,581	245,948	185,606
Operating lease right-of-use assets, net	3,404,860	1,578,235	2,000,755
Goodwill	4,725,689	4,725,689	4,603,953
Intangible assets, net	1,276,088	1,381,937	1,878,844
Deferred tax assets			698,303
Other long-term assets	45,000	45,000	45,000
TOTAL ASSETS	29,312,248	26,216,930	13,906,863
Current Liabilities
Accounts payable and accrued expenses	12,356,822	12,701,715	5,375,420
Customer deposits	22,269,406	21,879,210	4,164,296
Short term notes payable, net	3,347,763
Advances, related party			137,500
Lines of credit			1,250,930
Current portion of notes payable, related parties			1,068,075
Current portion of notes payable, net	668,744	663,339	999,200
Convertible notes payable			584,943
Warrant liability			122,344
Current portion of operating lease liabilities	664,043	450,712	422,520
Total Current Liabilities	39,306,778	35,694,976	14,125,228
Notes payable, related parties, net of current portion			2,232,369
Notes payable, net of current portion, net	2,358,068	2,522,030
Operating lease liabilities, net of current portion	2,803,203	1,127,523	1,578,235
Contingent note payable	188,170	188,170	49,248
TOTAL LIABILITIES	44,656,219	39,532,699	17,985,080
Stockholders' Deficit
Preferred stock, $.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of March 31, 2021 or December 31, 2020
Common stock, $.0001 par value, 200,000,000 shares authorized; 6,111,200 shares issued and outstanding as of March 31, 2021 and December 31, 2020	611	611	475
Additional paid-in capital	14,874,341	13,409,328	1,079,179
Accumulated deficit	(30,218,923)	(26,725,708)	(5,157,871)
Total Stockholders' Deficit	(15,343,971)	(13,315,769)	(4,078,217)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 29,312,248	$ 26,216,930	$ 13,906,863

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000	20,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000	200,000,000
Common stock, shares issued	6,111,200	6,111,200	4,750,000
Common stock, shares outstanding	6,111,200	6,111,200	4,750,000

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended			9 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Apr. 05, 2019	Dec. 31, 2019	Dec. 31, 2020
Product sales, net	$ 13,697,368	$ 9,677,178
Cost of goods sold	11,068,911	8,111,170
Gross profit	2,628,457	1,566,008
Operating Expenses
Personnel	1,931,324	1,311,484
Advertising	1,083,248	666,436
Bank and credit card fees	532,742	244,740
Depreciation and amortization	122,331	91,841
General and administrative	2,239,498	1,439,840
Total Operating Expenses	5,909,143	3,754,341
LOSS FROM OPERATIONS	(3,280,686)	(2,188,333)
Other Income (Expense)
Interest income	10,096
Interest expense	(232,831)	(456,070)
Other income	10,206	2,383
Total Other Income (Expense)	(212,529)	(453,687)
NET LOSS BEFORE INCOME TAXES	(3,493,215)	(2,642,020)
INCOME TAX BENEFIT (EXPENSE)		435,000			$ (698,303)
NET LOSS	$ (3,493,215)	$ (2,207,020)
LOSS PER COMMON SHARE – BASIC AND DILUTED	$ (0.57)	$ (0.44)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED	6,111,200	5,000,000
Successor [Member]
Product sales, net				$ 34,668,112	55,133,653
Cost of goods sold				28,596,129	47,878,541
Gross profit				6,071,983	7,255,112
Operating Expenses
Personnel				2,909,751	6,565,380
Advertising				1,996,507	4,865,361
Bank and credit card fees				870,877	1,806,620
Depreciation and amortization				271,036	549,712
General and administrative				4,728,571	7,900,566
Total Operating Expenses				10,776,742	21,687,639
LOSS FROM OPERATIONS				(4,704,759)	(14,432,527)
Other Income (Expense)
Interest income					2,479
Financing costs – amortization of debt discount				(520,160)	(762,911)
Adjustment in value of contingency				32,246	(138,922)
Interest expense				(785,411)	(870,847)
Loss on extinguishment of debt					(1,756,095)
Write-off of acquisition receivable					(809,000)
Change in fair value of warrant liability				106,900	(2,127,656)
Other income				15,010	25,945
Total Other Income (Expense)				(1,151,415)	(6,437,007)
NET LOSS BEFORE INCOME TAXES				(5,856,174)	(20,869,534)
INCOME TAX BENEFIT (EXPENSE)				698,303	(698,303)
NET LOSS				$ (5,157,871)	$ (21,567,837)
LOSS PER COMMON SHARE – BASIC AND DILUTED				$ (1.03)	$ (3.95)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED				5,000,000	5,463,603
Predecessor [Member]
Product sales, net			$ 12,946,901
Cost of goods sold			11,004,842
Gross profit			1,942,059
Operating Expenses
Personnel			913,919
Advertising			714,276
Bank and credit card fees			329,247
Depreciation and amortization			9,675
General and administrative			451,214
Total Operating Expenses			2,418,331
LOSS FROM OPERATIONS			(476,272)
Other Income (Expense)
Interest income			23,807
Financing costs – amortization of debt discount
Adjustment in value of contingency
Interest expense
Loss on extinguishment of debt
Write-off of acquisition receivable
Change in fair value of warrant liability
Other income			7,200
Total Other Income (Expense)			31,007
NET LOSS BEFORE INCOME TAXES			(445,265)
INCOME TAX BENEFIT (EXPENSE)
NET LOSS			$ (445,265)
LOSS PER COMMON SHARE – BASIC AND DILUTED			$ (63.61)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED			7,000

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Consolidated Statements of Stockholders' Equity Deficit (Unaudited) - USD ($)	Common Stock Predecessor	Common Stock Successor	Common Stock	Additional Paid-in Capital Predecessor	Additional Paid-in Capital Successor	Additional Paid-in Capital	Accumulated Deficit Predecessor	Accumulated Deficit Successor	Accumulated Deficit	Predecessor	Successor	Total
Beginning Balance at Dec. 31, 2018	$ 7,000			$ 707,049			$ 2,684,628			$ 3,398,677
Beginning Balance, Shares at Dec. 31, 2018	7,000
Net loss							(445,265)			(445,265)
Ending Balance at Apr. 05, 2019	$ 7,000			$ 707,049			$ 2,239,363			$ 2,953,412
Ending Balance, Shares at Apr. 05, 2019	7,000
Capital contribution by Holdco for the acquisition of Goedeker Television Co.		$ 475			786,506						786,981
Capital contribution by Holdco for the acquisition of Goedeker Television Co., Shares		4,750,000
Issuance of warrants in connection with notes payable					292,673						292,673
Net loss								(5,157,871)			(5,157,871)
Ending Balance at Dec. 31, 2019		$ 475	$ 475		1,079,179	$ 1,079,179		(5,157,871)	$ (5,157,871)		(4,078,217)	$ (4,078,217)
Ending Balance, Shares at Dec. 31, 2019		4,750,000	4,750,000
Net loss									(2,207,020)			(2,207,020)
Ending Balance at Mar. 31, 2020			$ 475			1,079,179			(7,364,891)			(6,285,237)
Ending Balance, Shares at Mar. 31, 2020			4,750,000
Beginning Balance at Dec. 31, 2019		$ 475	$ 475		1,079,179	1,079,179		(5,157,871)	(5,157,871)		(4,078,217)	(4,078,217)
Beginning Balance, Shares at Dec. 31, 2019		4,750,000	4,750,000
Issuance of 1847 Holdings warrants in connection with notes payable					566,711						566,711
Forgiveness of related party debt					137,500						137,500
Issuance of 1847 Holdings shares in connection with conversion of notes payable					375,000						375,000
Issuance of common stock for cash		$ 111			8,602,055						8,602,166
Issuance of common stock for cash, Shares		1,111,200
Issuance of common stock in connection with exercise of warrant		$ 25			2,249,975						2,250,000
Issuance of common stock in connection with exercise of warrant, Shares		250,000
Stock-based compensation expense					398,908						398,908
Net loss								(21,567,837)			(21,567,837)
Ending Balance at Dec. 31, 2020		$ 611	$ 611		$ 13,409,328	13,409,328		$ (26,725,708)	(26,725,708)		$ (13,315,769)	(13,315,769)
Ending Balance, Shares at Dec. 31, 2020		6,111,200	6,111,200
Stock-based compensation expense						124,575						124,575
Issuance of warrants in connection with notes payable						1,340,438						1,340,438
Net loss									(3,493,215)			(3,493,215)
Ending Balance at Mar. 31, 2021			$ 611			$ 14,874,341			$ (30,218,923)			$ (15,343,971)
Ending Balance, Shares at Mar. 31, 2021			6,111,200

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended			9 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Apr. 05, 2019	Dec. 31, 2019	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,493,215)	$ (2,207,020)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	127,596	91,841
Amortization of finance costs	98,201	209,132
Stock-based compensation expense	124,575
Non-cash lease expense	127,397	103,145
Deferred tax assets		(435,000)
Changes in operating assets and liabilities:
Receivables	1,049,878	290,707
Vendor deposits	(195,278)
Merchandise inventory	(736,243)	310,631
Prepaid expenses and other assets	109,124	(14,687)
Accounts payable and accrued expenses	(344,893)	1,442,264
Customer deposits	390,196	1,270,488
Operating lease liabilities	(65,011)	(103,145)
Net cash provided by (used in) operating activities	(2,807,673)	958,356
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(126,115)
Net cash used in investing activities	(126,115)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short term notes payable	4,590,000
Repayment on notes payable	(163,822)	(93,750)
Net payments on lines of credit		(681,408)
Net cash provided by financing activities	4,426,178	(775,158)
NET CHANGE IN CASH AND RESTRICTED CASH	1,492,390	183,198
CASH AND RESTRICTED CASH, BEGINNING OF YEAR	9,911,916	64,470			$ 64,470
CASH AND RESTRICTED CASH, END OF YEAR	11,404,306	247,668		$ 64,470	9,911,916
Cash, cash equivalents and restricted cash consist of the following: End of year
Cash and cash equivalents	1,309,374	247,668		471,308	934,729
Restricted cash	10,094,932				8,977,187
Cash and cash equivalents and restricted cash total	11,404,306	247,668		471,308	9,911,916
Cash, cash equivalents and restricted cash consist of the following: Beginning of year
Cash and cash equivalents	934,729	471,308			471,308
Restricted cash	8,977,187
Cash and cash equivalents and restricted cash total	9,911,916	471,308			471,308
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	29,473	92,398
Cash paid for taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Debt discount, warrants on short-term note payable	1,340,438
Original issue discount on short-term note payable	910,000
Adjustment to fair value of goodwill based on final purchase price allocation		121,736
Right of use asset acquired	1,954,022
Right of use liability assumed	(1,954,022)
Successor [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss				(5,157,871)	(21,567,837)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization				271,036	549,712
Amortization of finance costs				599,814	681,976
Loss on extinguishment of debt					1,756,095
Write-off of acquisition receivable					809,000
Adjustment in contingent liability				(32,246)	138,922
Stock-based compensation expense					398,908
Change in fair value of warrant liability				(106,900)	2,127,656
Non-cash lease expense				299,245	422,520
Deferred tax assets				(698,303)	698,303
Changes in operating assets and liabilities:
Receivables				(999,066)	(664,720)
Vendor deposits				(294,960)	(252,688)
Merchandise inventory				471,161	(3,767,151)
Prepaid expenses and other assets				167,066	(551,288)
Accounts payable and accrued expenses				1,625,064	7,337,081
Customer deposits				1,855,990	17,714,914
Operating lease liabilities				(299,245)	(422,520)
Net cash provided by (used in) operating activities				(2,299,215)	5,408,883
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment				(2,200)	(113,147)
Net cash used in investing activities				(2,200)	(113,147)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net					8,602,166
Proceeds from note payable				1,500,000	642,600
Payments on notes payable				(357,207)	(2,883,754)
Proceeds from convertible notes payable				650,000
Payments on convertible notes payable					(771,431)
Net borrowings (payments) on lines of credit				1,339,430	(1,339,430)
Cash paid for financing costs				(359,500)	(105,279)
Net cash provided by financing activities				2,772,723	4,144,872
NET CHANGE IN CASH AND RESTRICTED CASH				471,308	9,440,608
CASH AND RESTRICTED CASH, BEGINNING OF YEAR	9,911,916	471,308			471,308
CASH AND RESTRICTED CASH, END OF YEAR				471,308	9,911,916
Cash, cash equivalents and restricted cash consist of the following: End of year
Cash and cash equivalents				471,308	9,911,916
Restricted cash					8,977,187
Cash and cash equivalents and restricted cash total				471,308	9,911,916
Cash, cash equivalents and restricted cash consist of the following: Beginning of year
Cash and cash equivalents	9,911,916	471,308			471,308
Restricted cash	8,977,187
Cash and cash equivalents and restricted cash total	$ 9,911,916	$ 471,308			471,308
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest				292,890	764,424
Cash paid for taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Adjustment to fair value of goodwill based on final purchase price allocation					121,736
Operating lease right-of-use asset and liability				2,300,000
Debt discounts on notes payable				64,286
Warrants in 1847 Holdings contributed on notes payable				229,673	566,711
1847 Holdings common shares contributed on note payable				137,500
Acquisition of Goedeker Television Co.				4,725,689
Conversion of debt through issuance of 1847 Holdings common shares					375,000
Derecognition of related party debt					137,500
Conversion of warrant into common stock					2,250,000
Issuance of note payable to repay Seller note					$ 3,500,000
Predecessor [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(445,265)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			9,675
Amortization of finance costs
Loss on extinguishment of debt
Write-off of acquisition receivable
Adjustment in contingent liability
Stock-based compensation expense
Change in fair value of warrant liability
Non-cash lease expense
Deferred tax assets
Changes in operating assets and liabilities:
Receivables			1,730,079
Vendor deposits			(73,770)
Merchandise inventory			595,466
Prepaid expenses and other assets			2,784
Accounts payable and accrued expenses			196,565
Customer deposits			(1,404,266)
Operating lease liabilities
Net cash provided by (used in) operating activities			611,268
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net
Proceeds from note payable
Payments on notes payable
Proceeds from convertible notes payable
Net borrowings (payments) on lines of credit
Cash paid for financing costs
Net cash provided by financing activities
NET CHANGE IN CASH AND RESTRICTED CASH			611,268
CASH AND RESTRICTED CASH, BEGINNING OF YEAR			1,525,693	2,136,961
CASH AND RESTRICTED CASH, END OF YEAR			2,136,961
Cash, cash equivalents and restricted cash consist of the following: End of year
Cash and cash equivalents			2,136,961
Restricted cash
Cash and cash equivalents and restricted cash total
Cash, cash equivalents and restricted cash consist of the following: Beginning of year
Cash and cash equivalents			1,525,693	2,136,961
Restricted cash
Cash and cash equivalents and restricted cash total			1,525,693
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest
Cash paid for taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Adjustment to fair value of goodwill based on final purchase price allocation
Operating lease right-of-use asset and liability
Debt discounts on notes payable
Warrants in 1847 Holdings contributed on notes payable
1847 Holdings common shares contributed on note payable
Acquisition of Goedeker Television Co.
Conversion of debt through issuance of 1847 Holdings common shares
Derecognition of related party debt
Conversion of warrant into common stock
Issuance of note payable to repay Seller note

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Organization and Nature of Business

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1—ORGANIZATION AND NATURE OF BUSINESS

1847 Goedeker Inc. (the "Company") was formed under the laws of the State of Delaware on January 10, 2019 for the sole purpose of acquiring the business of Goedeker Television Co. Prior to the acquisition, the Company did not have any operations other than operations relating to its incorporation and organization.

On April 5, 2019, the Company acquired substantially all the assets and assumed substantially all the liabilities of Goedeker Television Co., a Missouri corporation ("Goedeker"). As a result of this transaction, the Company acquired the former business of Goedeker and continues to operate this business.

October 20, 2020, the Company formed Appliances Connection Inc. ("ACI") as a wholly owned subsidiary in the State of Delaware. At December 31, 2020, ACI had no assets or liabilities.

The Company is a one-stop e-commerce destination for home furnishings, including appliances, furniture, home goods and related products. Since Goedeker's founding in 1951, it has evolved from a local brick and mortar operation serving the St. Louis metro area to a large nationwide omnichannel retailer that offers one-stop shopping. While the Company still maintains its St. Louis showroom, over 95% of its sales are placed through its website at www.goedekers.com.

NOTE 1—ORGANIZATION AND NATURE OF BUSINESS

1847 Goedeker Inc. (the "Company") was formed under the laws of the State of Delaware on January 10, 2019 for the sole purpose of acquiring the business of Goedeker Television Co. Prior to the acquisition, the Company did not have any operations other than operations relating to its incorporation and organization.

On April 5, 2019, the Company acquired substantially all the assets and assumed substantially all the liabilities of Goedeker Television Co., a Missouri corporation ("Goedeker"). As a result of this transaction, the Company acquired the former business of Goedeker and continues to operate this business.

October 20, 2020, the Company formed Appliances Connection Inc. ("ACI") as a wholly owned subsidiary in the State of Delaware. At December 31, 2020, ACI had no assets or liabilities.

The Company is a one-stop e-commerce destination for home furnishings, including appliances, furniture, home goods and related products. Since Goedeker's founding in 1951, it has evolved from a local brick and mortar operation serving the St. Louis metro area to a large nationwide omnichannel retailer that offers one-stop shopping. While the Company still maintains its St. Louis showroom, over 95% of its sales are placed through its website at www.goedekers.com.

XML

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements of the Company and ACI have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and with the instructions to Article 8 of Regulation S-X.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2020.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiary, ACI. All significant intercompany balances and transactions have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated.

Stock Split

On July 30, 2020, the Company completed a 4,750-for-1 forward stock split of its outstanding common stock. As a result of this stock split, the Company's issued and outstanding common stock increased from 1,000 to 4,750,000 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of this stock split.

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and equivalents include: (1) currency on hand, (2) demand deposits with banks or financial institutions, (3) other kinds of accounts that have the general characteristics of demand deposits, and (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. The majority of payments due from financial institutions for the settlement of credit card and debit card transactions process within two business days and are, therefore, classified as cash and cash equivalents. Other payment methods that take more time to settle are classified as receivables.

At March 31, 2021, restricted cash includes approximately $3,120,000 pledged to secure a note, $100,000 to secure a vendor letter of credit and $6,874,932 withheld by credit card processors as security for the Company's customer refund claims and credit card chargebacks. The cash pledged to secure the note payable will be released as the note is repaid, the cash pledged to secure the letter of credit will be released when the vendor offers the Company credit terms, and the cash held by credit card processors will be released at the discretion of the credit card companies.

Revenue Recognition and Cost of Revenue

The Company records revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606. Revenue 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. ASC 606 also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments.

The Company collects the full sales price from the customer at the time the order is placed, which is recorded as customer deposits on the accompanying consolidated balance sheet. The Company does not incur incremental costs obtaining purchase orders from customers, however, if the Company did, because all the Company's contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized.

The revenue that the Company recognizes arises from orders it receives from its customers. The Company's performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed.

Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, the Company's products, which generally occurs when the customer assumes the risk of loss. The risk of loss shifts to the customer at different times depending on the method of delivery. The Company delivers products to its customers in three possible ways. The first way is through a shipment of the products through a third-party carrier from the Company's warehouse to the customer (a "Company Shipment"). The second way is through a shipment of the products through a third-party carrier from a warehouse other than the Company's warehouse to the customer (a "Drop Shipment") and the third way is where the Company itself delivers the products to the customer and often also installs the product (a "Local Delivery"). In the case of a Local Delivery, the Company loads the product on to its own truck and delivers and installs the product at the customer's location. When a product is delivered through a Local Delivery, risk of loss passes to the customer at the time of installation and revenue is recognized upon installation at the customer's location. In the case of a Company Shipment and a Drop Shipment, the delivery to the customer is made free on board, or FOB, shipping point (whether from the Company's warehouse or a third party's warehouse). Therefore, risk of loss and title transfers to the customer once the products are shipped (i.e., leaves the Company's warehouse or a third-party's warehouse). After shipment and prior to delivery, the customer is able to redirect the product to a different destination, which demonstrates the customer's control over the product once shipped. Once the risk of loss has shifted to the customer, the Company has satisfied its performance obligation and the Company recognizes revenue.

The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company's contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax the Company collects concurrently with revenue-producing activities are excluded from revenue.

Cost of revenue includes the cost of purchased merchandise plus the cost of shipping merchandise and where applicable installation, net of promotional rebates and other incentives received from vendors.

Substantially all the Company's sales are to individual retail consumers.

Shipping and Handling ‒ The Company bills its customers for shipping and handling charges, which are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales.

Disaggregated Revenue ‒ The Company 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:

	March 31,
	2021		2020
Appliance sales	$	10,273,393	$	7,802,104
Furniture sales		2,327,834		1,281,836
Other sales		1,096,141		593,238
Total	$	13,697,368	$	9,677,178

The Company also sells extended warranty contracts. The Company is an agent for the warranty company and earns a commission on the warranty contracts purchased by customers; therefore, the cost of the warranty contracts is netted against warranty revenue in the accompanying consolidated statement of operations. The Company assumes no liability for repairs to products on which it has sold a warranty contract.

The Company experiences operational trends which are primarily holidays such as Presidents Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and Christmas and Black Friday and Cyber Monday.

Receivables

Receivables represent rebates receivable due from manufacturers from whom the Company purchases products and amounts due from credit card processors that do not settle within two days. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company's assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible.

Merchandise Inventory

Inventory consists of finished products acquired for resale and is valued at the lower-of-cost-or-market with cost determined on an average item basis. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions.

Property and Equipment

Property and equipment is stated at the historical cost. Maintenance and repairs of property and equipment are charged to operations as incurred. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Category	Useful Life (Years)
Machinery and equipment	5
Office equipment	5
Vehicles	5

Goodwill

The Company tests its goodwill for impairment at least annually on December 31 and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company's expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company's consolidated financial results.

The Company tests goodwill by estimating fair value using a Discounted Cash Flow ("DCF") model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant's weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during three months ended March 31, 2021 and 2020.

Intangible Assets

As of March 31, 2021 and December 31, 2020, definite-lived intangible assets primarily consisted of tradenames and customer relationships which are being amortized over their estimated useful lives, or 5 years.

The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.

In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared against their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. At March 31, 2021 and December 31, 2020, there were no impairments in intangible or the right of use ("ROU") assets.

Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles (including ROU asset) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. At March 31, 2021 and December 31, 2020, there were no impairments in long-lived assets.

Lease Liabilities

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term at the lease commencement date. As most of the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate ("IBR") based on the information available at the commencement date of the respective lease to determine the present value of future payments. The determination of the IBR requires judgment and is primarily based on publicly available information for companies within the same industry and with similar credit profiles. The Company adjusts the rate for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at the lease commencement and is subsequently reassessed upon a modification to the lease arrangement.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company reviews the ROU asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the ROU asset may not be recoverable. When such events occur, the Company compares the carrying amount of the ROU asset to the undiscounted expected future cash flows related to the ROU asset. If the comparison indicates that an impairment exists, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the ROU asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the ROU asset.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Cash, restricted cash, receivables, inventory, and prepaid expenses approximate fair value, due to their short-term nature. The fair value hierarchy is defined in the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Customer Deposits

Customer deposits represent the amount collected from customers when an order is placed. The deposits are transferred to revenue when the order ships to the customer or returned to the Company if the order is subsequently cancelled.

Income Taxes

Under the Company's accounting policies, the Company initially recognizes a tax position in its unaudited condensed consolidated financial statements when it becomes more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts. Although the Company believes its provisions for unrecognized tax positions are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which the Company has reflected in its income tax provisions and accruals. The tax law is subject to varied interpretations, and the Company has taken positions related to certain matters where the law is subject to interpretation. Such differences could have a material impact on the Company's income tax provisions and operating results in the period(s) in which the Company makes such determination.

Sales Tax Liability

On June 21, 2018, the U.S. Supreme Court issued an opinion in South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018), whereby the longstanding Quill Corp v. North Dakota sales tax case was overruled, and states may now require remote sellers to collect sales tax under certain circumstances. In 2020, the Company began collecting sales tax in nearly all states that have sales tax. The Company accrued sales taxes in the states with sales tax. The Company accrued the potential liability from the effective date of a state's adoption of the Wayfair decision up to the date the Company began collecting and filing sales taxes in the various states. At March 31, 2021 and December 31, 2020, the amount of such accrual was $5,915,910 and $5,804,100, respectively, which is included in accounts payable and accrued expenses. To date, only one state has notified the Company of a potential sales tax liability of approximately $82,000, all of which was previously accrued.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive securities. For the three months ended March 31, 2021, the potentially dilutive securities were warrants for the purchase of 455,560 shares of common stock and options for the purchase of 555,000 shares of common stock. The potentially dilutive securities for the three months ended March 31, 2020 were warrants for the purchase of 250,000 shares of common stock. These potentially dilutive securities were excluded from diluted loss per share.

Reclassifications

Certain accounts have been reclassified to conform with classifications adopted in the period ended March 31, 2021. Such reclassifications had no effect on net earnings or financial position.

Going Concern Assessment

Management assesses going concern uncertainty in the Company's unaudited 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 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.

The Company has generated significant losses since its acquisition and has relied on cash on hand, external bank lines of credit, proceeds from the IPO described below, issuance of third party and related party debt and the issuance of a note to support cashflow from operations.

For the three months ended March 31, 2021, the Company incurred operating losses of approximately $3,280,686, cash flows used in operations of $2,807,673 and negative working capital of $19,801,748.

Management has prepared estimates of operations for fiscal years 2021 and 2022 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 in the Company's Form 10-Q.

As described in Note 10 below, the Company received net proceeds of $4,590,000 from the sale of 10% OID senior secured promissory notes due December 19, 2021 and warrants on March 19, 2021. These proceeds will supplement the Company's cash flow from operations and provide additional liquidity.

The impact of COVID-19 on the Company's business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations.

The accompanying 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. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period.

Recent Accounting Pronouncements

Recently Adopted

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted. The Company adopted ASU 2018-15 on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company's unaudited condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company adopted ASU 2018-13 on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company's unaudited condensed consolidated financial statements.

Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 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 the Company's financial position, results of operations, or cash flows.

The Company currently believes that all other issued and not yet effective accounting standards are not relevant to the Company's unaudited condensed consolidated financial statements.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of the Company and ACI have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are presented in US dollars.

Management has analyzed the impact of the Coronavirus pandemic ("COVID-19") on its consolidated financial statements as of December 31, 2020 and has determined that the changes to its significant judgments and estimates did not have a material impact with respect to goodwill, intangible assets or long-lived assets.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its consolidated subsidiary, ACI. All significant intercompany balances and transactions have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated.

Stock Split

On July 30, 2020, the Company completed a 4,750-for-1 forward stock split of its outstanding common stock. As a result of this stock split, the Company's issued and outstanding common stock increased from 1,000 to 4,750,000 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of this stock split.

Predecessor and Successor Reporting

The acquisition of Goedeker, as described in Note 1, was accounted for under the acquisition method of accounting in accordance with GAAP. For the purpose of financial reporting, Goedeker was deemed to be the predecessor company and the Company is deemed to be the successor company in accordance with the rules and regulations issued by the Securities and Exchange Commission. The assets and liabilities of Goedeker were recorded at their respective fair values as of the acquisition date. Fair value adjustments related to the transaction are reflected in the books of the Company, resulting in assets and liabilities of the Company being recorded at fair value at April 6, 2019. Therefore, the Company's financial information prior to the transaction is not comparable to its financial information subsequent to the transaction.

As a result of the impact of pushdown accounting, the consolidated financial statements and certain note presentations separate the Company's presentations into two distinct periods, the period before the consummation of the transaction (labeled "Predecessor") and the period after that date (labeled "Successor"), to indicate the application of a different basis of accounting between the periods presented.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and equivalents include: (1) currency on hand, (2) demand deposits with banks or financial institutions, (3) other kinds of accounts that have the general characteristics of demand deposits, and (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. The majority of payments due from financial institutions for the settlement of credit card and debit card transactions process within two business days and are, therefore, classified as cash and cash equivalents. Other payment methods that take more time to settle are classified as receivables.

Restricted cash includes $3,298,529 pledged to secure a note, $100,000 to secure a vendor letter of credit and $5,578,658 withheld by credit card processors as security for the Company's customer refund claims and credit card chargebacks. The cash pledged to secure the note payable will be released as the note is repaid, the cash pledged to secure the letter of credit will be released when the vendor offers the Company credit terms, and the cash held by credit card processors will be released at the discretion of the credit card companies.

Revenue Recognition and Cost of Revenue 

The Company records revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606. Revenue 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. ASC 606 also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments. 

The Company collects the full sales price from the customer at the time the order is placed, which is recorded as customer deposits on the accompanying consolidated balance sheet. The Company does not incur incremental costs obtaining purchase orders from customers, however, if the Company did, because all the Company's contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized.

The revenue that the Company recognizes arises from orders it receives from its customers. The Company's performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed.

Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, the Company's products, which generally occurs when the customer assumes the risk of loss. The risk of loss shifts to the customer at different times depending on the method of delivery. The Company delivers products to its customers in three possible ways. The first way is through a shipment of the products through a third-party carrier from the Company's warehouse to the customer (a "Company Shipment"). The second way is through a shipment of the products through a third-party carrier from a warehouse other than the Company's warehouse to the customer (a "Drop Shipment") and the third way is where the Company itself delivers the products to the customer and often also installs the product (a "Local Delivery"). In the case of a Local Delivery, the Company loads the product on to its own truck and delivers and installs the product at the customer's location. When a product is delivered through a Local Delivery, risk of loss passes to the customer at the time of installation and revenue is recognized upon installation at the customer's location. In the case of a Company Shipment and a Drop Shipment, the delivery to the customer is made free on board, or FOB, shipping point (whether from the Company's warehouse or a third party's warehouse). Therefore, risk of loss and title transfers to the customer once the products are shipped (i.e., leaves the Company's warehouse or a third-party's warehouse). After shipment and prior to delivery, the customer is able to redirect the product to a different destination, which demonstrates the customer's control over the product once shipped. Once the risk of loss has shifted to the customer, the Company has satisfied its performance obligation and the Company recognizes revenue.

The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company's contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax the Company collects concurrently with revenue-producing activities are excluded from revenue.

Cost of revenue includes the cost of purchased merchandise plus the cost of shipping merchandise and where applicable installation, net of promotional rebates and other incentives received from vendors.

Substantially all the Company's sales are to individual retail consumers.

Shipping and Handling ‒ The Company bills its customers for shipping and handling charges, which are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales.

Disaggregated Revenue ‒ The Company 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:

	Successor				Predecessor
	Year Ended December 31, 2020		Period from April 6, 2019 through December 31, 2019		Period from January 1, 2019 through April 5,  2019
Appliance sales	$	40,113,568	$	28,487,053	$	9,784,525
Furniture sales		11,800,277		4,405,866		2,456,085
Other sales		3,219,808		1,775,193		706,291
Total	$	55,133,653	$	34,668,112	$	12,946,901

The Company also sells extended warranty contracts. The Company is an agent for the warranty company and earns a commission on the warranty contracts purchased by customers; therefore, the cost of the warranty contracts is netted against warranty revenue in the accompanying consolidated statement of operations. The Company assumes no liability for repairs to products on which it has sold a warranty contract.

The Company experiences operational trends which are primarily holidays such as Presidents Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and Christmas and Black Friday and Cyber Monday.

Receivables

Receivables represent rebates receivable due from manufacturers from whom the Company purchases products and amounts due from credit card processors that do not settle within two days. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company's assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible.

Merchandise Inventory

Inventory consists of finished products acquired for resale and is valued at the lower-of-cost-or-market with cost determined on an average item basis. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions.

Property and Equipment

Property and equipment is stated at the historical cost. Maintenance and repairs of property and equipment are charged to operations as incurred. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Category	Useful Life (Years)
Machinery and equipment	5
Office equipment	5
Vehicles	5

Goodwill

The Company tests its goodwill for impairment at least annually on December 31 and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company's expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company's consolidated financial results.

The Company tests goodwill by estimating fair value using a Discounted Cash Flow ("DCF") model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant's weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during the years ended December 31, 2020 and 2019.

Intangible Assets

As of December 31, 2020 and 2019, definite-lived intangible assets primarily consisted of tradenames and customer relationships which are being amortized over their estimated useful lives, or 5 years.

The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.

In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared against their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. At December 31, 2020 and 2019, there were no impairments in intangible or the right of use ("ROU") assets.

Long-Lived Assets 

The Company reviews its property and equipment and any identifiable intangibles (including ROU asset) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. At December 31, 2020 and 2019, there were no impairments in long-lived assets.

Lease Liabilities

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term at the lease commencement date. As most of the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate ("IBR") based on the information available at the commencement date of the respective lease to determine the present value of future payments. The determination of the IBR requires judgment and is primarily based on publicly available information for companies within the same industry and with similar credit profiles. The Company adjusts the rate for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at the lease commencement and is subsequently reassessed upon a modification to the lease arrangement.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company reviews the ROU asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the ROU asset may not be recoverable. When such events occur, the Company compares the carrying amount of the ROU asset to the undiscounted expected future cash flows related to the ROU asset. If the comparison indicates that an impairment exists, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the ROU asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the ROU asset.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  Cash, restricted cash, receivables, inventory, and prepaid expenses approximate fair value, due to their short-term nature. The fair value hierarchy is defined in the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Customer Deposits

Customer deposits represent the amount collected from customers when an order is placed. The deposits are transferred to revenue when the order ships to the customer or returned to the Company if the order is subsequently cancelled.

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts, and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2019, the Company classified a warrant issued in conjunction with a term loan as a derivative instrument (see Note 12). There were no derivative instruments at December 31, 2020.

Income Taxes

Under the Company's accounting policies, the Company initially recognizes a tax position in its consolidated financial statements when it becomes more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts. Although the Company believes its provisions for unrecognized tax positions are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which the Company has reflected in its income tax provisions and accruals. The tax law is subject to varied interpretations, and the Company has taken positions related to certain matters where the law is subject to interpretation. Such differences could have a material impact on the Company's income tax provisions and operating results in the period(s) in which the Company makes such determination.

Sales Tax Liability

On June 21, 2018, the U.S. Supreme Court issued an opinion in South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018), whereby the longstanding Quill Corp v. North Dakota sales tax case was overruled, and states may now require remote sellers to collect sales tax under certain circumstances. In 2020, the Company began collecting sales tax in nearly all states that have sales tax. The Company accrued sales taxes in the states with sales tax. The Company accrued the potential liability from the effective date of a state's adoption of the Wayfair decision up to the date the Company began collecting and filing sales taxes in the various states. At December 31, 2020 and 2019, the amount of such accrual was $5,804,100 and $2,910,200, respectively, which is included in accounts payable and accrued expenses. To date, only one state has notified the Company of a potential sales tax liability of approximately $11,000.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive securities. For the year ended December 31, 2020, the potentially dilutive securities were warrants for the purchase of 55,560 shares of common stock issued to affiliates of the underwriter in its initial public offering described below and options for the purchase of 555,000 shares of common stock. For the year ended December 31, 2019, the potentially dilutive securities were penny warrants for the purchase of 250,000 shares of common stock, which were included in basic loss per share, but excluded from diluted loss per share.

Reclassifications

Certain accounts have been reclassified to conform with classifications adopted in the period ended December 31, 2020. Such reclassifications had no effect on net earnings or financial position.

Going Concern Assessment

Management assesses going concern uncertainty in the Company's consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the "look-forward period", as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.

The Company has generated significant losses since its acquisition and has relied on cash on hand, external bank lines of credit, proceeds from the IPO described below, issuance of third party and related party debt and the issuance of a note to support cashflow from operations.

For the year ended December 31, 2020, the Company incurred operating losses of approximately $14.4 million, cash flows from operations of $5.4 million, and negative working capital of $17.5 million.

Management has prepared estimates of operations for fiscal years 2021 and 2022 and believes that sufficient funds will be generated from operations to fund its operations, and to service its debt obligations for one year from the date of the filing of these consolidated financial statements in the Company's 10-K.

On August 4, 2020, the Company completed an initial public offering of its common stock, pursuant to which the Company sold 1,111,200 shares of its common stock, at a purchase price of $9.00 per share, for total gross proceeds of $10,000,800 (the "IPO"). After deducting the underwriting commission and offering expenses, the Company received net proceeds of $8,602,166. The Company used a portion of the proceeds from the IPO to pay off certain debt as described below.

As described in Note 19 below, the Company received net proceeds of $4,590,000 from the sale of 10% OID senior secured promissory note and warrants on March 19, 2021. These proceeds will supplement the Company's cash flow from operations and provide additional liquidity.

The impact of COVID-19 on the Company's business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations.

The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.

Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of these consolidated financial statements, indicate improved operations and the Company's ability to continue operations as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period.

Recent Accounting Pronouncements

Recently Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASC 842"), which requires lessees to recognize ROU assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. The Company adopted ASC 842 on January 1, 2019 using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The modified retrospective approach did not require any transition accounting for leases that expired before the earliest comparative period presented. The adoption of this standard resulted in the recording of ROU assets and lease liabilities for all of the Company's lease agreements with original terms of greater than one year. The adoption of ASC 842 did not have a significant impact on the Company's consolidated statements of income or cash flows. See Note 15 for the required disclosures relating to the Company's lease agreements.

In June 2018, the FASB issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This standard became effective for the Company on January 1, 2019. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for stranded tax effects resulting from U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act, which was enacted in December 2017.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the consolidated financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. ASU 2017-12 became effective for the Company on January 1, 2019. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted. The Company adopted ASU 2018-15 on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company adopted ASU 2018-13 on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 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 the Company's financial position, results of operations, or cash flows.

The Company currently believes that all other issued and not yet effective accounting standards are not relevant to the Company's consolidated financial statements.

XML

Restatement of Financial Statements

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Restatement of Financial Statements [Abstract]

RESTATEMENT OF FINANCIAL STATEMENTS

NOTE 3—RESTATEMENT OF FINANCIAL STATEMENTS

The Company restated its previously issued financial statements as for the three months ended March 31, 2020 to reflect the modification of a sales tax liability. The Company determined that it should accrue a liability for potential 2020 sales taxes that might be payable to the states in which it operates as a result of the Wayfair decision (See Note 2 – Sales Tax Liability). Accordingly, the Company accrued a liability of $921,900, representing a potential liability for sales taxes and penalties of $873,200 and interest expense of $48,700.

The following tables summarize the effect of the restatement on the specific items presented in the Company's previously reported financial statements:

1847 GOEDEKER INC.

STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2020

	As Filed			Adjustments			As Restated
Gross profit	$	1,566,008		$	-		$	1,566,008
Operating Expenses
General and administrative		566,640			873,200			1,439,840
Total Operating Expenses		2,881,141			873,200			3,754,341
LOSS FROM OPERATIONS		(1,315,133	)		(873,200	)		(2,188,333	)
Total Other Income (Expense)		(404,987	)		(48,700	)		(453,687	)
NET LOSS BEFORE INCOME TAXES		(1,720,120	)		(921,900	)		(2,642,020	)
INCOME TAX BENEFIT (EXPENSE)		435,000			-			435,000
NET LOSS	$	(1,285,120	)	$	(921,900	)	$	(2,207,020	)
LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.26	)				$	(0.44	)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		5,000,000						5,000,000

1847 GOEDEKER INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

Three Months Ended March 31, 2020

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Deficit			Deficit
As Filed:
Balance, January 1, 2020		4,750,000	$	475	$	1,079,179	$	(2,068,150	)	$	(795,954	)
Net loss		-		-		-		(1,285,120	)		(1,285,120	)
Balance, March 31, 2020		4,750,000	$	475	$	1,079,179	$	(3,353,270	)	$	(2,081,074	)
As Restated:
Balance, January 1, 2020		4,750,000	$	475	$	1,079,179	$	(5,157,871	)	$	(4,078,217	)
Net loss		-		-		-		(2,207,020	)		(2,207,020	)
Balance, March 31, 2020		4,750,000	$	475	$	1,079,179	$	(7,364,891	)	$	(6,285,237	)

1847 GOEDEKER INC.

STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2020

	As Filed			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,285,120	)	$	(921,900	)	$	(2,207,020	)
Accounts payable and accrued expenses		520,364			921,900			1,442,264
Net cash provided by (used in) operating activities		958,356			-			958,356
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by (used in) financing activities		(775,158	)		-			(775,158	)
NET CHANGE IN CASH AND RESTRICTED CASH		183,198			-			183,198
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD		64,470			-			64,470
CASH AND RESTRICTED CASH, END OF PERIOD	$	247,668		$	-		$	247,668

NOTE 3—RESTATEMENT OF FINANCIAL STATEMENTS

The Company restated its previously issued financial statements as of and for the year ended December 31, 2019 to reflect the modification of a sales tax liability and purchase accounting adjustments:

(1) The Company determined that it should accrue a liability for potential 2019 sales taxes that might be payable to the states in which it operates as a result of the Wayfair decision (See Note 2 – Sales Tax Liability). Accordingly, the Company accrued a liability of $2,910,200, representing a potential liability for sales taxes and penalties of $2,808,000 and interest expense of $102,200.

(2) The Company adjusted the fair value of ownership interests in Holdco that were transferred to seller and the value of liabilities assumed in the April 5, 2019 acquisition (see Note 10) resulting in a $372,063 reduction in Goodwill; a $192,542 reduction in Additional Paid in Capital, and $179,521 reduction in liabilities assumed, which was recognized as a general and administrative expense.

The following tables summarize the effect of the restatement on the specific items presented in our historical financial statements included in our previously reported December 31, 2019 financial statements:

1847 GOEDEKER INC.
BALANCE SHEET

	December 31, 2019 (As Filed)			Adjustments			December 31, 2019 (As Restated)
ASSETS
Total Current Assets		4,494,402			-			4,494,402
Goodwill		4,976,016	(2)		(372,063	)		4,603,953
TOTAL ASSETS	$	14,278,926		$	(372,063	)	$	13,906,863
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	2,465,220	(1)	$	2,910,200		$	5,375,420
Total Current Liabilities		11,215,028			2,910,200			14,125,228
TOTAL LIABILITIES		15,074,880			2,910,200			17,985,080
Stockholders' Deficit
Additional paid-in capital		1,271,721	(2)		(192,542	)		1,079,179
Accumulated deficit		(2,068,150	)(1)		(2,910,200	)		(5,157,871	)
			(2)		(179,521	)
Total Stockholders' Deficit		(795,954	)		(3,282,263	)		(4,078,217	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		14,278,926		$	(372,063	)	$	13,906,863

1847 GOEDEKER INC.
STATEMENTS OF OPERATIONS

	Period from April 6, 2019 through December 31, 2019 (As Filed)			Adjustments			Period from April 6, 2019 through December 31, 2019 (As Restated)
Gross profit		6,071,983			-			6,071,983
Operating Expenses
General and administrative		1,741,050	(1)		2,808,000			4,728,571
			(2)		179,521
Total Operating Expenses		7,789,221			2,987,521			10,776,742
LOSS FROM OPERATIONS		(1,717,238	)		(2,987,521	)		(4,704,759	)
Total Other Income (Expense)		(1,049,215	)		(102,200	)		(1,151,415	)
NET LOSS BEFORE INCOME TAXES		(2,766,453	)		(3,089,721	)		(5,856,174	)
INCOME TAX BENEFIT (EXPENSE)		698,303			-			698,303
NET LOSS	$	(2,068,150	)	$	(3,089,721	)	$	(5,157,871	)
LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.41	)				$	(1.03	)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		5,000,000						5,000,000

1847 GOEDEKER INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders' Equity
	Shares		Amount		Capital		Deficit			(Deficit)
As Filed:
Capital contribution by Holdco for the acquisition of Goedeker Television Co.		4,750,000		475		979,048		-			979,523
Net loss for the period from April 6, 2019 through December 31, 2019		-		-		-		(2,068,150	)		(2,068,150	)
Balance, December 31, 2019		4,750,000	$	475	$	1,272,195	$	(2,068,150	)	$	(795,954	)
As Restated:
Capital contribution by Holdco for the acquisition of Goedeker Television Co.		4,750,000		475		786,506		-			786,981
Net loss for the period from April 6, 2019 through December 31, 2019		-		-		-		(5,157,871	)		(5,157,871	)
Balance, December 31, 2019		4,750,000	$	475	$	1,079,179	$	(5,157,871	)	$	(4,078,217	)

1847 GOEDEKER INC.
STATEMENTS OF CASH FLOWS

	Period from April 6, 2019 through December 31, 2019 (As Filed)				Adjustments			Period from April 6, 2019 through December 31, 2019 (As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,068,150	)	(1)	$	(2,910,200	)	$	(5,157,871	)
				(2)		(179,521	)
Accounts payable and accrued expenses		(1,464,657	)	(1)		2,910,200
				(2)		179,521			1,625,064
Net cash provided by (used in) operating activities		(2,299,215	)				-		(2,299,215	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		(2,200	)						(2,200)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities		2,772,723				-			2,772,723
NET CHANGE IN CASH AND RESTRICTED CASH		471,308				-			471,308
CASH AND RESTRICTED CASH, BEGINNING OF YEAR		-				-			-
CASH AND RESTRICTED CASH, END OF YEAR	$	471,308			$	-		$	471,308

XML

Receivables

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Receivables [Abstract]

RECEIVABLES

NOTE 4—RECEIVABLES

At March 31, 2021 and December 31, 2020, receivables consisted of the following: respectively.

	March 31, 2021		December 31, 2020
Vendor rebates receivable	$	604,372	$	1,337,791
Credit cards in process of collection		343,982		660,441
Total receivables	$	948,354	$	1,998,232

NOTE 4—RECEIVABLES

At December 31, 2020 and 2019, receivables consisted of the following: respectively.

	December 31, 2020		December 31, 2019
Vendor rebates receivable	$	1,337,791	$	1,455,248
Credit cards in process of collection		660,441		-
Total receivables	$	1,998,232	$	1,455,248

XML

Merchandise Inventory

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Inventory Disclosure [Abstract]

MERCHANDISE INVENTORY

NOTE 5—MERCHANDISE INVENTORY

At March 31, 2021 and December 31, 2020, the inventory balances are composed of:

	March 31, 2021			December 31, 2020
Appliances	$	5,985,757		$	5,285,975
Furniture		249,008			194,852
Other		73,719			91,414
Total merchandise inventory		6,308,484			5,572,241
Allowance for inventory obsolescence		(425,000	)		(425,000	)
Merchandise inventory, net	$	5,883,484		$	5,147,241

NOTE 5—MERCHANDISE INVENTORY

At December 31, 2020 and 2019, the inventory balances are composed of:

	December 31, 2020			December 31, 2019
Appliances	$	5,285,975		$	1,538,552
Furniture		194,852			184,755
Other		91,414			81,783
Total merchandise inventory		5,572,241			1,805,090
Allowance for inventory obsolescence		(425,000	)		(425,000	)
Merchandise inventory, net	$	5,147,241		$	1,380,090

XML

Vendor Deposits

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Vendor Deposits [Abstract]

VENDOR DEPOSITS

NOTE 6—VENDOR DEPOSITS

Deposits with vendors represent cash on deposit with one vendor arising from accumulated rebates paid by the vendor. The deposits are used by the vendor to seek to secure the Company's purchases. The deposit can be withdrawn at any time up to the amount of the Company's credit line with the vendor. Alternatively, the Company could secure their credit line with a floor plan line from a lender and withdraw all its deposits. The Company has elected to leave the deposits with the vendor on which it earns interest income.

Prior to obtaining an open line of credit with a major vendor, the Company paid in advance for its purchases. The vendor did not ship product to the Company until an order was complete. As a result, the vendor held Company funds. A second vendor uses the Company's vendor deposit account as collateral. Orders from this vendor exceeded the deposit account and the Company prepaid for some orders. Vendor deposits as of March 31, 2021 and December 31, 2020 were $742,926 and $547,648, respectively.

NOTE 6—VENDOR DEPOSITS

Deposits with vendors represent cash on deposit with one vendor arising from accumulated rebates paid by the vendor. The deposits are used by the vendor to seek to secure the Company's purchases. The deposit can be withdrawn at any time up to the amount of the Company's credit line with the vendor. Alternatively, the Company could secure their credit line with a floor plan line from a lender and withdraw all its deposits. The Company has elected to leave the deposits with the vendor on which it earns interest income.

Prior to obtaining an open line of credit with a major vendor, the Company paid in advance for its purchases. The vendor did not ship product to the Company until an order was complete. As a result, the vendor held Company funds. A second vendor uses the Company's vendor deposit account as collateral. Orders from this vendor exceeded the deposit account and the Company prepaid for some orders. Vendor deposits as of December 31, 2020 and 2019 were $547,648 and $294,960, respectively.

XML

Property and Equipment

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 7—PROPERTY AND EQUIPMENT

Property and equipment consist of the following at March 31, 2021 and December 31, 2020:

	March 31, 2021			December 31, 2020
Equipment	$	69,336		$	69,336
Warehouse equipment		61,070			61,070
Furniture and fixtures		512			512
Transportation equipment		63,784			63,784
Leasehold improvements		136,931			136,931
Construction in progress		126,116			-
Total property and equipment		457,749			331,633
Accumulated depreciation		(102,168	)		(85,685	)
Property and equipment, net	$	355,581		$	245,948

Depreciation expense for the three months ended March 31, 2021 and 2020 was $16,483 and $10,959, respectively.

NOTE 7—PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 2020 and 2019:

	December 31, 2020			December 31, 2019
Equipment	$	69,336		$	7,376
Warehouse equipment		61,070			29,188
Furniture and fixtures		512			512
Transportation equipment		63,784			63,784
Leasehold improvements		136,931			117,626
Total property and equipment		331,633			218,486
Accumulated depreciation		(85,685	)		(32,880	)
Property and equipment, net	$	245,948		$	185,606

Depreciation expense for the year ended December 31, 2020, the period April 6, 2019 to December 31, 2019 and the period January 1, 2019 to April 5, 2019 was approximately $53,000, $33,000 and $10,000, respectively.

XML

Intangible Assets

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 8—INTANGIBLE ASSETS

The following provides a breakdown of identifiable intangible assets as of March 31, 2021 and December 31, 2020:

	March 31, 2021			December 31, 2020
Customer relationships	$	749,000		$	749,000
Marketing related - tradename		1,368,000			1,368,000
Total intangible assets		2,117,000			2,117,000
Accumulated amortization		(840,912	)		(735,063	)
Intangible assets, net	$	1,276,088		$	1,381,937

In connection with the acquisition of Goedeker, the Company identified intangible assets of $2,117,000, representing trade names and customer relationships. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 3 years. Amortization expense for the three months ended March 31, 2021 and 2020 was $105,849 and $80,882, respectively.

As of March 31, 2021, the estimated annual amortization expense for each of the next five years is as follows:

2021 (remainder of year)	$	317,547
2022		423,396
2023		423,396
2024		111,749
Total	$	1,276,088

NOTE 8—INTANGIBLE ASSETS

The following provides a breakdown of identifiable intangible assets as of December 31, 2020 and 2019:

	December 31, 2020			December 31, 2019
Customer relationships	$	749,000		$	749,000
Marketing related - tradename		1,368,000			1,368,000
Total intangible assets		2,117,000			2,117,000
Accumulated amortization		(735,063	)		(238,156	)
Intangible assets, net	$	1,381,937		$	1,878,844

In connection with the acquisition of Goedeker, the Company identified intangible assets of $2,117,000, representing trade names and customer relationships. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 3.3 years. Amortization expense for the year ended December 31, 2020, the period April 6, 2019 to December 31, 2019 and the period January 1, 2019 to April 5, 2019 was $496,907, $238,156 and $-0-, respectively.

As of December 31, 2020, the estimated annual amortization expense for each of the next five years is as follows:

2021	$	423,396
2022		423,396
2023		423,396
2024		111,749
Total	$	1,381,937

XML

Accounts Payable and Accrued Expenses

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 9—ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following is schedule of accounts payable and accrued expenses at March 31, 2021 and December 31, 2020:

	March 31, 2021		December 31, 2020
Trade accounts payable	$	5,267,392	$	5,975,486
Sales tax		5,915,910		5,804,100
Accrued payroll liabilities		510,388		492,573
Accrued interest		10,000		10,000
Accrued liability for sales returns		200,000		200,000
Other accrued liabilities		453,132		219,556
Total accounts payable and accrued expenses	$	12,356,822	$	12,701,715

NOTE 9—ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following is schedule of accounts payable and accrued expenses at December 31, 2020 and 2019:

	December 31, 2020		December 31, 2019
Trade accounts payable	$	5,975,486	$	1,644,216
Sales tax		5,804,100		2,910,200
Accrued payroll liabilities		492,573		192,305
Accrued interest		10,000		253,678
Accrued liability for sales returns		200,000		200,000
Other accrued liabilities		219,556		175,021
Total accounts payable and accrued expenses	$	12,701,715	$	5,375,420

XML

Business Combination

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

BUSINESS COMBINATION

NOTE 10—BUSINESS COMBINATION

On January 18, 2019, the Company entered into an asset purchase agreement with Goedeker and Steve Goedeker and Mike Goedeker (the "Stockholders"), pursuant to which the Company agreed to acquire substantially all of the assets of Goedeker used in its retail appliance and furniture business (the "Goedeker Business").

On April 5, 2019, the Company, Goedeker and the Stockholders entered into an amendment to the asset purchase agreement and closing of the acquisition of substantially all of the assets of Goedeker was completed.

The aggregate purchase price, recorded as a capital contribution from the Company's parent company at that time, 1847 Goedeker Holdco Inc. ("Holdco"), was $4,175,373 consisting of: (i) the issuance of a promissory note in the principal amount of $4,100,000 and a deemed fair value of $3,637,898; (ii) up to $600,000 in earn out payments (as described below) with a deemed fair value of $81,494; (iii) a 22.5% ownership interest in Holdco transferred to the Stockholders with a deemed fair value of $786,981, (iv) cash of $478,000, and (v) net of a working capital adjustment of $809,000.

The asset purchase agreement provided for an adjustment to the purchase price based on the difference between actual working capital at closing and the seller's preliminary estimate of closing date working capital.  In accordance with the asset purchase agreement, an independent CPA firm was retained by the Company and Goedeker to resolve differences in the working capital amounts.  The report issued by that CPA firm determined that Goedeker owed the Company $809,000, which Goedeker has not paid. On or about March 23, 2020, the Company submitted a claim for arbitration to the American Arbitration Association relating to Goedeker's failure to pay. The claim alleged, inter alia, breach of contract, fraud, indemnification and the breach of the covenant of good faith and fair dealing. The Company alleged damages in the amount of $809,000, plus attorneys' fees and costs. The $809,000 is included in other assets in the accompanying balance sheet as of December 31, 2019.

On June 2, 2020, the Company entered into a settlement agreement with Goedeker, Steve Goedeker, Mike Goedeker and 1847 Holdings LLC, the Company's indirect parent company at such time ("1847 Holdings"). The settlement agreement and the related transaction documents that are exhibits to the settlement agreement were all signed on June 2, 2020 only became effective upon the closing of the IPO on August 4, 2020. Pursuant to the settlement agreement, the parties entered into an amendment and restatement of the 9% subordinated promissory note described below (see Note 13). In addition, the parties agreed that the arbitration action described above would be settled effective upon the closing of the IPO and that each party to such arbitration action would release all claims that it has against the other parties to such action. As part of the settlement of the arbitration action, the Company agreed that the sellers will not have to pay the $809,000 working capital adjustment amount, which resulted in a loss on write-off of acquisition receivable during the year ended December 31, 2020.

Goedeker is also entitled to receive the following earn out payments to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the asset purchase agreement) targets:

1. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater, which target was not met;

2. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater, which target the Company does not expect to meet; and

3. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the second anniversary of the closing date is $2,500,000 or greater. The Company expects to meet this target and adjusted the contingent note payable in the consolidated balance sheet to the present value of the amount due.

To the extent the EBITDA of the Goedeker Business for any applicable period is less than $2,500,000 but greater than $1,500,000, the Company must pay a partial earn out payment to Goedeker in an amount equal to the product determined by multiplying (i) the EBITDA Achievement Percentage by (ii) the applicable earn out payment for such period, where the "Achievement Percentage" is the percentage determined by dividing (A) the amount of (i) the EBITDA of the Goedeker Business for the applicable period less (ii) $1,500,000, by (B) $1,000,000. For avoidance of doubt, no partial earn out payments shall be earned or paid to the extent the EBITDA of the Goedeker Business for any applicable period is equal or less than $1,500,000. For the trailing twelve (12) month period from the closing date, EBITDA for the Goedeker Business was ($2,825,000) so Goedeker is not entitled to an earn our payment for that period.

To the extent Goedeker is entitled to all or a portion of an earn out payment, the applicable earn out payment(s) (or portion thereof) shall be paid on the date that is three (3) years from the closing date, and shall accrue interest from the date on which it is determined Goedeker is entitled to such earn out payment (or portion thereof) at a rate equal to five percent (5%) per annum, computed on the basis of a 360 day year for the actual number of days elapsed.

The Company determined the fair value of the earnout on the date of acquisition was $81,494. Such amount was recorded as a contingent consideration liability within the accounts payable and accrued expense line item on the consolidated balance sheet and is revalued to fair value each reporting period until settled. The year 1 contingent liability of $32,246 was written-off in the year ended December 31, 2019 as the target was not met and the balance of the liability at December 31, 2019 is $49,248. Management reviewed the contingent consideration due at December 31, 2020 and adjusted the balance to the present value of the amount it estimates will be due in April 2022.

The fair value of the purchase consideration issued to Goedeker was allocated to the net tangible assets acquired. The Company accounted for the acquisition as the purchase of a business under GAAP under the acquisition method of accounting, and the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net liabilities assumed was approximately $550,316. The excess of the aggregate fair value of the net tangible assets has been allocated to goodwill. Provisional goodwill was estimated at $4,603,953 at December 31, 2019 due to the preliminary valuation. During the year ended December 31, 2020, the Company subsequently adjusted the value of goodwill by $121,736 to $4,725,689 based on the finalized purchase price allocation.

The table below shows the analysis of the Goedeker asset purchase:

Purchase consideration at fair value (as restated):
Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs	$	3,637,898
Cash to seller at closing		478,000
Working capital adjustment		(809,000	)
Contingent note payable		81,494
Fair value of ownership interest in Holdco transferred to seller		786,981
Amount of consideration	$	4,175,373
Assets acquired and liabilities assumed at fair value
Accounts receivable	$	456,183
Inventories		1,851,251
Other assets		295,863
Property and equipment		216,286
Customer related intangibles		749,000
Marketing related intangibles - tradename		1,368,000
Accounts payable and accrued expenses		(3,056,855	)
Customer deposits		(2,430,044	)
Net tangible assets acquired (liabilities assumed)	$	(550,316	)
Total net assets acquired (liabilities assumed)	$	(550,316	)
Consideration paid		4,175,373
Goodwill	$	4,725,689

XML

Lines of Credit

12 Months Ended

Dec. 31, 2020

Lines of Credit [Abstract]

LINES OF CREDIT

NOTE 11—LINES OF CREDIT

Burnley Capital LLC

On April 5, 2019, the Company, as borrower, and Holdco entered into a loan and security agreement with Burnley Capital LLC ("Burnley") for revolving loans in an aggregate principal amount that will not exceed the lesser of (i) the borrowing base (as defined in the loan and security agreement) or (ii) $1,500,000 minus reserves established Burnley at any time in accordance with the loan and security agreement. In connection with the closing of the acquisition of Goedeker on April 5, 2019, the Company borrowed $744,000 under the loan and security agreement and issued a revolving note to Burnley in the principal amount of up to $1,500,000. As of December 31, 2019, the balance of the line of credit was $571,997.

On August 4, 2020, the Company used a portion of the proceeds from the IPO to repay the revolving note in full and the loan and security agreement was terminated. The total payoff amount was $118,194, consisting of principal of $32,350, interest of $42 and prepayment, legal, and other fees of $85,802.

Northpoint Commercial Finance LLC

On June 24, 2019, the Company, as borrower, entered into a loan and security agreement with Northpoint Commercial Finance LLC, which was amended on August 2, 2019, for revolving loans up to an aggregate maximum loan amount of $1,000,000 for the acquisition, financing or refinancing by the Company of inventory at an interest rate of LIBOR plus 7.99%. As of December 31, 2019, the balance of the line of credit was $678,993. The loan and security agreement was terminated on May 18, 2020 and there is no outstanding balance as of December 31, 2020.

XML

Notes Payable

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 10—NOTES PAYABLE

Arvest Loan

On August 25, 2020, the Company entered into a promissory note and security agreement with Arvest Bank for a loan in the principal amount of $3,500,000. As of March 31, 2021, the outstanding balance of this loan is $3,026,812, comprised of principal of $3,119,806, net of unamortized loan costs of $92,994. The Company classified $668,744 as a current liability and the balance as a long-term liability.

The loan matures on August 25, 2025 and bears interest at 3.250% per annum; provided that, upon an event of default, the interest rate shall increase by 6% until paid in full. Pursuant to the terms of the loan agreement, the Company is required to make monthly payments of $63,353 beginning on September 25, 2020 and until the maturity date, at which time all unpaid principal and interest will be due. The Company may prepay the loan in full or in part at any time without penalty. The loan agreement contains customary events of default and affirmative and negative covenants for a loan of this type. The loan is secured by all financial assets credited to the Company's securities account held by Arvest Investments, Inc.

Maturities of the debt are as follows:

For the years ended December 31,
2021 (remainder of year)	$	499,517
2022		685,222
2023		707,826
2024		731,177
2025		496,064
Total	$	3,119,806
Less: Loan costs		(92,994	)
Total	$	3,026,812

The Company repaid this loan on May 10, 2021. See Note 15.

10% OID Senior Promissory Notes

On March 19, 2021, the Company entered into a securities purchase agreement with two institutional investors, pursuant to which the Company issued to each investor (i) a 10% OID senior secured promissory note in the principal amount of $2,750,000 and (ii) a four-year warrant to purchase 200,000 shares of the Company's common stock at an exercise price of $12.00, subject to adjustments, which may be exercised on a cashless basis, for a purchase price of $2,500,000 each, or $5,000,000 in the aggregate, the relative fair value of which is $1,340,438 and was recorded as debt discount. After deducting a placement fee and other expenses, the Company received net proceeds of $4,590,000. As of March 31, 2021, the outstanding balance of the notes is $3,347,763, comprised of principal of $5,500,000, net of unamortized loan costs of $2,152,237. Loan costs consist of unamortized original issue discount of $870,291 and unamortized warrant value of $1,281,946. The original issue discount and warrant expense are amortized as interest expense. See also Note 13.

The notes bear interest at a rate of 10% per annum and mature on December 19, 2021. The notes may be prepaid by the Company in whole or in part at any time or from time to time without penalty or premium upon at least five (5) days prior written notice, which notice period may be waived by the holder. In addition, if the Company issues and sells shares of its equity securities to investors on or before the maturity date in an equity financing with total gross proceeds of not less than $10,000,000 (excluding the conversion of the notes or other convertible securities issued for capital raising purposes), then the Company must repay the then-outstanding principal amount of the notes and any accrued but unpaid interest.

The notes are secured by a first priority security interest in all of the Company's assets and contain customary events of default. Upon, and during the continuance of, an event of default, the notes are convertible, in whole or in part, at the option of the holder into shares of common stock at a conversion price equal to $12.00, or if lower, 80% of the lowest volume weighted average price for the twenty (20) consecutive trading days prior to the applicable conversion date, but in no event less than $9.00. The conversion price will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock. In addition, if the Company sells or grants any common stock or securities convertible into or exchangeable for common stock or grants any right to reprice such securities at an effective price per share that is lower than the then conversion price, the conversion price shall be reduced to such price, subject to certain exceptions. See Note 13 for additional terms of the warrants.

NOTE 12—NOTES PAYABLE AND WARRANT LIABILITY

Arvest Loan

On August 25, 2020, the Company entered into a promissory note and security agreement with Arvest Bank for a loan in the principal amount of $3,500,000. As of December 31, 2020, the outstanding balance of this loan is $3,185,369 comprised of principal of $3,283,628, net of unamortized loan costs of $98,259. The Company classified $663,339 as a current liability and the balance as a long-term liability.

The loan matures on August 25, 2025 and bears interest at 3.250% per annum; provided that, upon an event of default, the interest rate shall increase by 6% until paid in full. Pursuant to the terms of the loan agreement, the Company is required to make monthly payments of $63,353 beginning on September 25, 2020 and until the maturity date, at which time all unpaid principal and interest will be due. The Company may prepay the loan in full or in part at any time without penalty. The loan agreement contains customary events of default and affirmative and negative covenants for a loan of this type. The loan is secured by all financial assets credited to the Company's securities account held by Arvest Investments, Inc.

Maturities of the debt are as follows:

For the years ended December 31,
2021	$	663,339
2022		685,222
2023		707,826
2024		731,177
2025		496,064
Total	$	3,283,628
Less: Loan costs		(98,259	)
Total	$	3,185,369

Small Business Community Capital II, L.P.

On April 5, 2019, the Company, as borrower, and Holdco entered into a loan and security agreement with Small Business Community Capital II, L.P. ("SBCC") for a term loan in the principal amount of $1,500,000, pursuant to which the Company issued to SBCC a term note in the principal amount of up to $1,500,000 and a ten-year warrant to purchase shares of the most senior capital stock of the Company equal to 5.0% of the outstanding equity securities of the Company on a fully-diluted basis for an aggregate price equal to $100. As of December 31, 2019, the balance of the note was $999,201.

On August 4, 2020, the Company used a portion of the proceeds from the IPO to repay the term note in full and the loan and security agreement was terminated. The total payoff amount was $1,122,412 consisting of principal of $1,066,640, interest of $11,773 and prepayment, legal, and other fees of $43,999.

The Company classified the warrant as a derivative liability on the balance sheet at June 30, 2020 of $2,250,000 based on the estimated value of the warrant in the IPO. The increase in the value of the warrant from the estimated value of $122,344 at December 31, 2019 resulted in a charge of $2,127,656 during the year ended December 31, 2020. Immediately prior to the closing of the IPO on August 4, 2020, SBCC converted the warrant into 250,000 shares of common stock.

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Notes Payable, Related Parties

12 Months Ended

Dec. 31, 2020

Notes Payable, Related Parties [Abstract]

NOTES PAYABLE, RELATED PARTIES

NOTE 13—NOTES PAYABLE, RELATED PARTIES

As noted in Note 10, a portion of the purchase price for the acquisition was paid by the issuance by the Company to Steve Goedeker, as representative of Goedeker, of a 9% subordinated promissory note in the principal amount of $4,100,000. As of December 31, 2019, the balance of the note was $3,300,444.

Pursuant to the settlement agreement described above (see Note 10), the parties entered into an amendment and restatement of the note that became effective as of the closing of the IPO on August 4, 2020, pursuant to which (i) the principal amount of the existing note was increased by $250,000, (ii) upon the closing of the IPO, the Company agreed to make all payments of principal and interest due under the note through the date of the closing, and (iii) from and after the closing, the interest rate of the note was increased from 9% to 12%. In accordance with the terms of the amended and restated note, the Company used a portion of the proceeds from the IPO to pay $1,083,842 of the balance of the note representing a $696,204 reduction in the principal balance and interest accrued through August 4, 2020 of $387,638.

The Company repaid this note payable with proceeds from the Arvest Loan. In connection with the refinance, the Company recorded a $757,239 loss on extinguishment of debt consisting of a $250,000 forbearance fee, write-off of unamortized loan discount of $338,873, and write-off of unamortized debt costs of $168,366.

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Convertible Promissory Note

12 Months Ended

Dec. 31, 2020

Convertible Promissory Note [Abstract]

CONVERTIBLE PROMISSORY NOTE

NOTE 14—CONVERTIBLE PROMISSORY NOTE

On April 5, 2019, 1847 Holdings, Holdco and the Company (collectively, "1847") entered into a securities purchase agreement with Leonite Capital LLC, a Delaware limited liability company ("Leonite"), pursuant to which 1847 issued to Leonite a secured convertible promissory note in the aggregate principal amount of $714,286. As additional consideration for the purchase of the note, (i) 1847 Holdings issued to Leonite 50,000 common shares (valued at $137,500), (ii) 1847 Holdings issued to Leonite a five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis, and (iii) Holdco issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in Holdco. As of December 31, 2019, the balance of the note was $584,943. As a result of this transaction, Leonite became a related party.

On May 11, 2020, 1847 and Leonite entered into a first amendment to secured convertible promissory note, pursuant to which the parties agreed (i) to extend the maturity date of the note to October 5, 2020, (ii) that 1847's failure to repay the note on the original maturity date of April 5, 2020 shall not constitute and event of default under the note and (iii) to increase the principal amount of the note by $207,145, as a forbearance fee. The Company accounted for this transaction as a loss on extinguishment of debt.

In connection with the amendment, (i) 1847 Holdings issued to Leonite another five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis and (ii) upon closing of 1847 Holdings' acquisition of Asien's Appliance, Inc., 1847 Holdings' wholly owned subsidiary 1847 Asien Inc. issued to Leonite shares of common stock equal to a 5% interest in 1847 Asien Inc. The Company accounted for the issuance of the 200,000 additional warrants as a $566,711 loss on debt restructuring and an increase in additional paid-in-capital, representing the estimated fair value of the 200,000 additional warrants for a five-year period.

1847 Holdings issued 50,000 common shares valued at $137,500 and a debt-discount related to the warrants valued at $292,673. In the second quarter of 2020, the $137,500 value of the shares was transferred from a liability to 1847 Holdings to additional paid-in-capital. The Company amortized $129,343 of financing costs related to the shares and warrants in the year ended December 31, 2020.

Under the note, Leonite had the right at any time at its option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the note into fully paid and non-assessable common shares or any shares of capital stock or other securities of 1847 Holdings into which such common shares may be changed or reclassified.

On May 4, 2020, Leonite converted $100,000 of the outstanding balance of the note into 100,000 common shares of 1847 Holdings. The Company accounted for this transaction as a $100,000 reduction in the principal amount of the debt, a $175,000 loss on extinguishment of debt, and a $275,000 increase in additional paid-in-capital representing the fair value of the 1847 Holdings common shares on the conversion date.

On July 24, 2020, Leonite converted $50,000 of the outstanding balance of the note into 50,000 common shares of 1847 Holdings. The Company accounted for this transaction as a $50,000 reduction in the principal amount of the debt, a $50,000 loss on extinguishment of debt, and a $100,000 increase in additional paid-in-capital representing the fair value of the 1847 Holdings common shares on the conversion date.

As a result of the activity on this note, $948,856 was recorded as loss on extinguishment of debt for the year ended December 31, 2020.

On August 4, 2020, the Company used a portion of the proceeds from the IPO to repay the note in full. The total payoff amount was $780,653, consisting of principal of $771,431 and interest of $9,222.

On September 2, 2020, 1847 Holdings and Leonite entered into an amendment to the warrant issued on April 5, 2019, pursuant to which the warrant was amended to allow for the exercise of the warrant for 180,000 common shares of 1847 Holdings in exchange for Leonite's surrender of the remaining 20,000 common shares underlying that warrant, as well as all 200,000 common shares underlying the second warrant issued to Leonite on May 11, 2020. On September 18, 2020, Leonite exercised the warrant in accordance with the foregoing for 180,000 common shares of 1847 Holdings. As a result, both warrants have terminated.

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Operating Lease

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Leases [Abstract]

OPERATING LEASE

NOTE 11—OPERATING LEASES

On April 5, 2019, the Company entered into a lease agreement with S.H.J., L.L.C., a Missouri limited liability company and affiliate of the Company at that time. The lease is for a term five (5) years and provides for a base rent of $45,000 per month. In addition, the Company is responsible for all taxes and insurance premiums during the lease term. In the event of late payment, interest shall accrue on the unpaid amount at the rate of eighteen percent (18%) per annum. The lease contains customary events of default.

On January 13, 2021, the Company entered into a lease agreement with Westgate 200, LLC for a new premises in St. Charles, Missouri. The lease is for a term of 63 months with two (2) options to renew for additional five (5) year periods and provides for a base rent of $4.35 per square foot per year with 2.5% annual increases and a three-month abatement, resulting in a base rent during the first year of $20,977 per month, increasing to a base rent during the fifth year of $23,147 per month. The Company must also pay its 29% pro rata portion of the property taxes, operating expenses and insurance costs and is also responsible to pay for the utilities used on the premises. The lease contains customary events of default.

On March 31, 2021, the Company amended the lease agreement with Westgate 200, LLC that increased the space available to the Company. The amendment increased the Company's share of the pro rata portion property taxes, operating expenses and insurance costs from 29% to 43.4%. The initial term of the lease is extended by one year to April 30, 2027. Monthly rent payments remain at $20,977 until September 30, 2021 and increase to $31,465 per month until April 30, 2022 and then increases at approximately 2.5% per month every year. In connection with the new leases, the Company recorded a Right of Use asset and liability of $1,954,022 representing the present value of future lease payments.

During the three months ended March 31, 2021, the Company accrued rent expense of $62,386. During the three months ended March 31, 2020, the Company paid and expensed rent payments of $135,000.

Supplemental balance sheet information related to leases at March 31, 2021 was as follows: 

Operating lease right-of-use assets	$	3,404,861
Lease liabilities, current portion	$	664,043
Lease liabilities, long-term		2,803,203
Total operating lease liabilities	$	3,467,246
Weighted average remaining lease term (months)		57
Weighted average discount rate		5.9	%

Maturities of the lease liabilities for each of the next five years is as follows:

2021 (remainder of year)	$	604,279
2022		923,945
2023		933,493
2024		538,041
2025		413,168
Thereafter		565,936
Total lease payments	$	3,978,862
Less imputed interest		(511,616	)
Total lease liability	$	3,467,246

NOTE 15—OPERATING LEASE

On April 5, 2019, the Company entered into a lease agreement with S.H.J., L.L.C., a Missouri limited liability company and affiliate of the Company at that time. The lease is for a term five (5) years and provides for a base rent of $45,000 per month. In addition, the Company is responsible for all taxes and insurance premiums during the lease term. In the event of late payment, interest shall accrue on the unpaid amount at the rate of eighteen percent (18%) per annum. The lease contains customary events of default, including if: (i) the Company shall fail to pay rent within five (5) days after the due date; (ii) any insurance required to be maintained by the Company pursuant to the lease shall be canceled, terminated, expire, reduced, or materially changed; (iii) the Company shall fail to comply with any term, provision, or covenant of the lease and shall not begin and pursue with reasonable diligence the cure of such failure within fifteen (15) days after written notice thereof to the Company; (iv) the Company shall become insolvent, make an assignment for the benefit of creditors, or file a petition under any section or chapter of the Bankruptcy Code, or under any similar law or statute of the United States of America or any State thereof; or (v) a receiver or trustee shall be appointed for the leased premises or for all or substantially all of the assets of the Company.

During the year ended December 31, 2020 and the period April 6 to December 31, 2019, the Company paid and expensed rent payments of $540,000 and $397,500, respectively.

At December 31, 2019, the operating lease right of use asset was $2,000,755. Supplemental balance sheet information related to lease at December 31, 2020 was as follows: 

Operating lease right-of-use asset	$	1,578,235
Lease liability, current portion	$	450,712
Lease liability, long-term		1,127,523
Total operating lease liability	$	1,578,235
Weighted average remaining lease term (months)		39
Weighted average discount rate		6.5	%

Maturities of the lease liability for each of the next five years is as follows:

2021	$	540,000
2022		540,000
2023		540,000
2024		135,000
Total lease payments	$	1,755,000
Less imputed interest		(176,765	)
Total lease liability	$	1,578,235

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Related Parties

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Related Party Transactions [Abstract]

RELATED PARTIES

NOTE 12—RELATED PARTIES

On April 5, 2019, the Company entered into an offsetting management services agreement with 1847 Partners LLC (the "Manager"), a company owned and controlled by Ellery W. Roberts, the Company's chairman and a significant stockholder. This agreement was amended on April 21, 2020 with the amendment becoming effective at the closing of IPO 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, (i) pro-rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of 1847 Holdings' gross income with respect to such fiscal year, then the management fee to be paid by the Company for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of 1847 Holdings, until the aggregate amount of the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of 1847 Holdings' gross income with respect to such fiscal year, and (iii) if the aggregate amount the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the aggregate amount of the parent management fee (as defined in the offsetting management services agreement) with respect to such fiscal quarter, then the management fee to be paid by the Company for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to such fiscal quarter, does not exceed the parent management fee calculated and payable with respect to such fiscal quarter.

The Company shall also reimburse the Manager for all costs and expenses of the Company which are specifically approved by the board of directors of the Company, including all out-of-pocket costs and expenses, that are actually incurred by the Manager or its affiliates on behalf of Goedeker in connection with performing services under the offsetting management services agreement. The Company did not pay any expenses for the three months ended March 31, 2021 and 2020.

The Company expensed $62,500 in management fees for the three months ended March 31, 2021 and 2020.

NOTE 16—RELATED PARTIES

Offsetting Management Services Agreement

On April 5, 2019, the Company entered into an offsetting management services agreement with 1847 Partners LLC (the "Manager"), a company owned and controlled by Ellery W. Roberts, the Company's chairman and a significant stockholder. This agreement was amended on April 21, 2020 with the amendment becoming effective at the closing of IPO 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, (i) pro-rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of 1847 Holdings' gross income with respect to such fiscal year, then the management fee to be paid by the Company for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of 1847 Holdings, until the aggregate amount of the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of 1847 Holdings' gross income with respect to such fiscal year, and (iii) if the aggregate amount the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the aggregate amount of the parent management fee (as defined in the offsetting management services agreement) with respect to such fiscal quarter, then the management fee to be paid by the Company for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to such fiscal quarter, does not exceed the parent management fee calculated and payable with respect to such fiscal quarter.

The Company shall also reimburse the Manager for all costs and expenses of the Company which are specifically approved by the board of directors of the Company, including all out-of-pocket costs and expenses, that are actually incurred by the Manager or its affiliates on behalf of Goedeker in connection with performing services under the offsetting management services agreement. The Company did not pay any expenses for the years ended December 31, 2020 and 2019.

The Company expensed $250,000 and $183,790 in management fees for the years ended December 31, 2020 and 2019, respectively.

Other Transactions

See Note 14 for a description of the securities purchase agreement and secured convertible promissory note that the Company entered into with 1847 Holdings, Holdco and Leonite, as well as the related shares and warrants issued by 1847 Holdings, the Company's indirect parent company at such time.

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Stockholders' Deficit

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Equity [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 13—STOCKHOLDERS' DEFICIT

As of March 31, 2021, the Company was authorized to issue 200,000,000 shares of common stock, $0.0001 par value per share, and 20,000,000 shares of "blank check" preferred stock, 0.0001 par value per share. To date, the Company has not designated or issued any shares of preferred stock.

Common Stock

As of March 31, 2021 and December 31, 2020, the Company had 6,111,200 shares of common stock issued and outstanding. Each share entitles the holder thereof to one vote per share on all matters coming before the stockholders of the Company for a vote.

The Company did not issue any shares of common stock during the three months ended March 31, 2021 and 2020.

Equity Incentive Plan

Effective as of July 30, 2020, the Company established the 1847 Goedeker Inc. 2020 Equity Incentive Plan (the "Plan"). The Plan was approved by the Company's board of directors and stockholders on April 21, 2020. The Plan is administered by compensation committee of the board of directors. The Plan permits the grant of restricted stock, stock options and other forms of incentive compensation to the Company's officers, employees, directors and consultants. As of March 31, 2021, the maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan was 555,000 shares and there were 555,000 shares granted. See also Note 15.

During the year ended December 31, 2020, the Company issued options for the purchase of 555,000 shares of common stock with a total value of $1,848,056. The Company recorded stock option expense of $124,575 for the three months ended March 31, 2021. The remaining compensation expense of $1,324,573 will be recognized over the remaining vesting period of forty months.

The following table presents activity relating to stock options for the three months ended March 31, 2021:

	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term in Years
Outstanding at January 1, 2021		555,000	$	9.00		9
Granted		-		-		-
Exercised		-		-		-
Forfeited / Cancelled / Expired		-		-		-
Outstanding at March 31, 2021		555,000	$	9.00		8.75
Exercisable at March 31, 2021		65,790	$	9.00		8.75

As of March 31, 2021, vested outstanding stock options had no intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock.

The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period.

Warrants

On August 4, 2020, the Company issued warrants for the purchase of 55,560 shares of common stock to affiliates of the representative in the IPO. These warrants are exercisable at any time and from time to time, in whole or in part, beginning on January 26, 2021 until July 30, 2025, at a per share exercise price equal to $11.25.

On March 19, 2021, the Company issued four-year warrants to purchase an aggregate of 400,000 shares of common stock to two investors at an exercise price of $12.00, subject to adjustments, which may be exercised on a cashless basis (See Note 10).

The following table presents activity relating to the warrants for the three months ended March 31, 2021:

	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term in Years
Outstanding at January 1, 2021		55,560	$	11.25		4.5
Granted		400,000		12.00		4.0
Exercised		-		-		-
Cancelled / Expired		-		-		-
Outstanding at March 31, 2021		455,560	$	11.91		4.1

The Company recognizes stock issuance expense for the warrants on a straight-line basis over the vesting period of the warrants. The following assumptions were used to calculate warrant expense for the three months ended March 31, 2021:

Volatility	74.2	%
Risk-free interest rate	0.615	%
Dividend yield	0.0	%
Term	4.0 years

NOTE 17—STOCKHOLDERS' DEFICIT

As of December 31, 2020, the Company was authorized to issue 200,000,000 shares of common stock, $0.0001 par value per share, and 20,000,000 shares of "blank check" preferred stock, 0.0001 par value per share. To date, the Company has not designated or issued any shares of preferred stock.

Common Stock

As of December 31, 2020 and 2019, the Company had 6,111,200 and 4,750,000 shares of common stock issued and outstanding, respectively. Each share entitles the holder thereof to one vote per share on all matters coming before the stockholders of the Company for a vote.

Upon the Company's inception on January 10, 2019, the Company issued 4,750,000 shares of common stock for a total purchase price of $1.00.

On August 4, 2020, the Company sold 1,111,200 shares of common stock for total gross proceeds of $10,000,800. After deducting the underwriting commission and expenses, the Company received net proceeds of $8,602,166.

On August 4, 2020, the Company issued 250,000 shares of common stock to SBCC upon conversion of its warrant (see Note 12).

Equity Incentive Plan

Effective as of July 30, 2020, the Company established the 1847 Goedeker Inc. 2020 Equity Incentive Plan ("Plan"). The Plan was approved by the Company's board of directors and stockholders on April 21, 2020. The Plan is administered by compensation committee of the board of directors. The Plan permits the grant of restricted stock, stock options and other forms of incentive compensation to the Company's officers, employees, directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan is 555,000 shares. As of December 31, 2020, there were 555,000 shares granted and no shares available for grant.

During the year ended December 31, 2020, the Company issued options for the purchase of 555,000 shares of common stock with a total value of $1,848,056. The Company recorded stock option expense of $398,908 and for the year ended December 31, 2020. The remaining compensation expense of $1,449,148 will be recognized over the remaining vesting periods.

The following table presents activity relating to stock options for the year ended December 31, 2020:

	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term in Years
Outstanding at December 31, 2019		-	$	-		-
Granted		555,000		9.00		10
Exercised		-		-		-
Forfeited / Cancelled / Expired		-		-		-
Outstanding at December 31, 2020		555,000	$	9.00		9
Exercisable at December 31, 2020		65,790	$	9.00		9

As of December 31, 2020, vested outstanding stock options had no intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock.

The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. The following assumptions were used to calculate stock-based compensation expense for the year ended December 31, 2020:

Volatility	46.6	%
Risk-free interest rate	0.47	%
Dividend yield	0.0	%
Expected term	6.25 Years

The following table sets forth stock-based compensation expense for the year ended December 31, 2020 and the four succeeding years:

Year Ended December 31, 2020	$	398,908
2021		483,185
2022		462,024
2023		367,198
2024		136,741
2025		-
Total stock-based compensation	$	1,848,056

Warrants

On August 4, 2020, the Company issued warrants for the purchase of 55,560 shares of common stock to affiliates of the representative in the IPO (the "Underwriter Warrants"). The Underwriter Warrants are exercisable at any time and from time to time, in whole or in part, beginning on January 26, 2021 until July 30, 2025, at a per share exercise price equal to $11.25.

On April 5, 2019, the Company issued to SBCC a ten-year warrant to purchase shares of the most senior capital stock of the Company equal to 5.0% of the outstanding equity securities of the Company on a fully-diluted basis for an aggregate price equal to $100. SBCC exercised this warrant for the purchase of 250,000 shares of common stock on August 4, 2020.

The following table presents activity relating to the Underwriter Warrants for the year ended December 31, 2020:

	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term in Years
Outstanding at December 31, 2019		-	$	-		-
Granted		55,560		11.25		5
Exercised		-		-		-
Cancelled / Expired		-		-		-
Outstanding at December 31, 2020		55,560	$	11.25		4.5
Exercisable at December 31, 2020		-0-	$	11.25		4.5

The Company recognizes stock issuance expense for the Underwriter Warrants on a straight-line basis over the vesting period of the Underwriter Warrants. The following assumptions were used to calculate stock issuance expense for the year ended December 31, 2020:

Volatility	46.5	%
Risk-free interest rate	0.47	%
Dividend yield	0.0	%
Term	4.5 years

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14—COMMITMENTS AND CONTINGENCIES

On January 18, 2019, the Company entered into an asset purchase agreement with Goedeker, Steve Goedeker and Mike Goedeker, pursuant to which on April 5, 2019 the Company acquired substantially all of the assets of Goedeker used in its retail appliance and furniture business (the "Goedeker Business").

Pursuant to the asset purchase agreement, Goedeker entitled to receive an earn out payment of $200,000 if the EBITDA (as defined in the asset purchase agreement) of the Goedeker Business for the trailing twelve (12) month period from April 5, 2022 is $2,500,000 or greater, and may be entitled to receive a partial earn out payment if the EBITDA of the Goedeker Business is less than $2,500,000 but greater than $1,500,000. The Company expects to meet this target and adjusted the contingent note payable in the condensed consolidated balance sheet to the present value of the amount due.

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 18—INCOME TAXES

As of December 31, 2020 and 2019, the Company had net operating loss carry forwards of approximately $15,002,557 and $1,593,680, respectively, that may be available to reduce future years' taxable income indefinitely. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The net change in the valuation allowance resulted in an increase of $4,377,815 and $709,582 for the years ended December 31, 2020 and 2019, respectively.

The provision for Federal and state income tax consists of the following.

The cumulative tax effect at the expected rate of 25.7% and 25.7% of significant items comprising the Company's net deferred tax amount is as follows.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards incurred prior to 2018 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

The components for the provision of income taxes include:

	December 31, 2020		December 31, 2019
Current Federal and State	$	-	$	-
Deferred Federal and State		698,303		(698,303	)
Total provision (benefit) for income taxes	$	698,303	$	(698,303	)

A reconciliation of the statutory US Federal income tax rate to the Company's effective income tax rate is as follows:

	December 31, 2020			December 31, 2019
Federal tax	$	(4,382,602	)	$	(1,229,797	)
State tax, net of Federal benefit		(891,129	)		(250,059	)
Change in warrant value		537,535			-
Write-off of acquisition and other receivables		238,540			-
Other		108,439			71,971
Valuation allowance		5,087,396			709,582
Total income tax provision (benefit)	$	698,303		$	(698,303	)
Effective tax rate		(3.3	)%		11.92	%

Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and amounts used for tax purposes. The major components of deferred tax assets and liabilities are as follows:

	December 31, 2020			December 31, 2019
Deferred tax assets
Inventory	$	107,398		$	107,398
Accrued expenses		1,589,889			792,845
Interest limitation		319,698			191,886
Other		6,597			-
Lease liability		398,820			505,591
Loss carryforward		3,791,146			339,287
Valuation allowance		(5,796,978	)		(709,582	)
Total deferred tax assets	$	416,595		$	1,227,425
Deferred tax liabilities
Other		-			(94	)
Right of use assets		(398,820	)		(505,591	)
Intangibles	$	(17,775	)	$	(23,437	)
Total deferred tax liabilities	$	(416,595	)	$	(529,122	)
Total net deferred income tax assets (liabilities)	$	-		$	698,303

The Company accrues interest and penalties related to unrecognized tax benefits. The Company does not believe it has any unrecognized tax benefits for December 31, 2020 and 2019 that would have a material impact on the financial statements. The Company's income tax returns are open to examination by the Internal Revenue Service and various State jurisdictions.

	December 31, 2020			December 31, 2019
Net deferred tax asset (liability)	$	5,796,978		$	1,407,885
Valuation allowance	$	(5,796,978	)	$	(709,852	)

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Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 15—SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2021 to the date these unaudited condensed consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited condensed consolidated financial statements, except as set forth below.

Amendment to Securities Purchase Agreement

On October 20, 2020, the Company entered into a securities purchase agreement, which was amended on December 8, 2020, with ACI and 1 Stop Electronics Center, Inc., Gold Coast Appliances, Inc., Superior Deals Inc., Joe's Appliances LLC and YF Logistics LLC (collectively, "Appliances Connection") and the sellers set forth on Exhibit A thereto, pursuant to which ACI agreed to acquire all of the issued and outstanding capital stock or other equity securities of Appliances Connection for an aggregate purchase price of $210,000,000, subject to adjustment, consisting of (i) $168,000,000 in cash, (ii) 2,333,333 shares of the Company's common stock having a stated value that is equal to $21,000,000, and (iii) a number of shares of the Company's common stock that is equal to (A) $21,000,000 divided by (B) the average of the closing price of the Company's common stock (as reported on the NYSE American) for the 20 trading days immediately preceding the 3rd trading day prior to the closing date of the transaction.

On April 6, 2021, the parties entered into an amendment to the securities purchase agreement, pursuant to which (i) the outside date (as defined in the securities purchase agreement) by which the closing of the securities purchase agreement must be completed was changed to June 30, 2021, (ii) the definition of net working capital set forth in the securities purchase agreement was revised to clarify that the accrued liabilities for potential sales tax will not be included in such calculation, and (iii) the condition to closing the transaction contemplated by the securities purchase agreement relating to a lease for the Gold Coast location was deleted, because such lease has since been terminated.

Amendment to Equity Incentive Plan Increase

On April 9, 2021, the board of directors approved an amendment to the Plan to increase the number of shares of common Stock reserved for issuance under the Plan from 555,000 to 1,000,000 shares. Such increase was approved by the Company's stockholders effective as of May 13, 2021.

Repayment of Note

On May 10, 2021, the Company repaid the Arvest loan (see Note 10) by transferring principal and accrued interest from the restricted cash account.

NOTE 19—SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2020 to the date these consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements, except as set forth below.

Lease Agreement

On January 13, 2021, the Company entered into a lease agreement with Westgate 200, LLC for a new premises in St. Charles, Missouri. The lease is for a term of 63 months with two (2) options to renew for additional five (5) year periods and provides for a base rent of $4.35 per square foot per year with 2.5% annual increases and a three-month abatement, resulting in a base rent during the first year of $20,976.79 per month, increasing to a base rent during the fifth year of $23,146.80 per month. The Company must also pay its 29% pro rata portion of the property taxes, operating expenses and insurance costs and is also responsible to pay for the utilities used on the premises. In the event of late payment, interest shall accrue on the unpaid amount at the rate equal to the greater of (i) two (2) percentage points in excess of the prime lending rate as established by U.S. Bank, N.A., or (ii) the default rate applicable to the first priority mortgage in effect at the time such default interest rate is imposed.

The lease contains customary events of default, including (i) if the Company shall fail to pay rent within five (5) days after the due date, (ii) if the Company shall fail to observe or perform any other terms, covenants, conditions or provisions under the lease and fail to cure such default within thirty (30) days after written notice to the Company, (iii) if the Company fails to occupy all or any material portion of the lease premises for more than ninety (90) consecutive days, for reasons other than force majeure, and fails to pay all costs incurred by the landlord as a result of such failure to occupy, and other customary representations, warranties and covenants.

Securities Purchase Agreement

On March 19, 2021, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with two institutional investors (each, a "Purchaser" and together, the "Purchasers"), pursuant to which the Company issued to each Purchaser (i) a 10% OID senior secured promissory note in the principal amount of $2,750,000 (together, the "Notes") and (ii) a four-year warrant to purchase 200,000 shares of the Company's common stock at an exercise price of $12.00, subject to adjustments, which may be exercised on a cashless basis (together, the "Warrants"), for a purchase price of $2,500,000 each, or $5,000,000 in the aggregate. After deducting a placement fee and other expenses, the Company received net proceeds of $4,590,000.

The Notes bear interest at a rate of 10% per annum and mature on December 19, 2021. The Notes may be prepaid by the Company in whole or in part at any time or from time to time without penalty or premium upon at least five (5) days prior written notice, which notice period may be waived by the holder. In addition, if the Company issues and sells shares of its equity securities to investors on or before the maturity date in an equity financing with total gross proceeds of not less than $10,000,000 (excluding the conversion of the notes or other convertible securities issued for capital raising purposes), then the Company must repay the then-outstanding principal amount of the Notes and any accrued but unpaid interest.

The Notes are secured by a first priority security interest in all of the Company's assets and contain customary events of default. Upon, and during the continuance of, an event of default, the Notes are convertible, in whole or in part, at the option of the holder into shares of common stock at a conversion price equal to $12.00, or if lower, 80% of the lowest volume weighted average price for the twenty (20) consecutive trading days prior to the applicable conversion date, but in no event less than $9.00. The conversion price will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock. In addition, if the Company sells or grants any common stock or securities convertible into or exchangeable for common stock or grants any right to reprice such securities at an effective price per share that is lower than the then conversion price, the conversion price shall be reduced to such price, subject to certain exceptions set forth in the Notes.

Notwithstanding the foregoing, the Company shall not effect any conversion of a Note, and a holder shall not have the right to convert any principal and/or interest of a Note, to the extent that after giving effect to the conversion the holder (together with the holder's affiliates and any persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own over 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Note. The holder may, upon not less than 61 days' prior notice to the Company, increase or decrease such limitation, provided that such limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Note. The Warrants also contain this beneficial ownership limitation.

The Purchase Agreement contains customary representations, warranties and covenants for a transaction of this type. Pursuant to the Purchase Agreement, the Purchasers were granted piggy-back registration rights with respect to the shares issuable upon conversion of the Notes and exercise of the Warrants. The Company also agreed that, until the date that no Purchasers own any securities, the Company will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act. In addition, the Company agreed that, so long as any of the Notes remain outstanding, neither the Company, nor any subsidiary of the Company, shall, without each Purchaser's written consent and subject to certain exceptions set forth in the Purchase Agreement:

● sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business;

● incur, create, assume or suffer to exist any lien on any of its property or assets, except for certain liens set forth in the Purchase Agreement;

● incur or suffer to exist or guarantee any indebtedness that is senior to or pari passu with (in priority of payment and performance) the Company's obligations under the Purchase Agreement except for non-equity linked indebtedness relating to the acquisition of inventory secured by certain liens;

● pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock, other than dividends on shares of common stock solely in the form of additional shares of common stock, or directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock;

● redeem, repurchase or otherwise acquire in any one transaction or series of related transactions any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares, or repay any pari passu or subordinated indebtedness of the Company other than non-equity linked indebtedness relating to the acquisition of inventory secured by certain liens;

● lend money, give credit, make advances to or enter into any transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Company, except loans, credits or advances (i) in existence or committed on the closing date and which the Company has informed each Purchaser in writing prior to the closing date, (ii) in regard to transactions with unaffiliated third parties, made in the ordinary course of business, or (iii) in regard to transactions with unaffiliated third parties, not in excess of $50,000; or

● repay any affiliate (as defined in Rule 144) of the Company in connection with any indebtedness or accrued amounts owed to any such party.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The unaudited condensed consolidated financial statements of the Company and ACI have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and with the instructions to Article 8 of Regulation S-X.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2020.

Basis of Presentation

The consolidated financial statements of the Company and ACI have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are presented in US dollars.

Management has analyzed the impact of the Coronavirus pandemic ("COVID-19") on its consolidated financial statements as of December 31, 2020 and has determined that the changes to its significant judgments and estimates did not have a material impact with respect to goodwill, intangible assets or long-lived assets.

Principles of Consolidation

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiary, ACI. All significant intercompany balances and transactions have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its consolidated subsidiary, ACI. All significant intercompany balances and transactions have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated.

Stock Split

Stock Split

On July 30, 2020, the Company completed a 4,750-for-1 forward stock split of its outstanding common stock. As a result of this stock split, the Company's issued and outstanding common stock increased from 1,000 to 4,750,000 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of this stock split.

Stock Split

On July 30, 2020, the Company completed a 4,750-for-1 forward stock split of its outstanding common stock. As a result of this stock split, the Company's issued and outstanding common stock increased from 1,000 to 4,750,000 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of this stock split.

Predecessor and Successor Reporting

Predecessor and Successor Reporting

The acquisition of Goedeker, as described in Note 1, was accounted for under the acquisition method of accounting in accordance with GAAP. For the purpose of financial reporting, Goedeker was deemed to be the predecessor company and the Company is deemed to be the successor company in accordance with the rules and regulations issued by the Securities and Exchange Commission. The assets and liabilities of Goedeker were recorded at their respective fair values as of the acquisition date. Fair value adjustments related to the transaction are reflected in the books of the Company, resulting in assets and liabilities of the Company being recorded at fair value at April 6, 2019. Therefore, the Company's financial information prior to the transaction is not comparable to its financial information subsequent to the transaction.

As a result of the impact of pushdown accounting, the consolidated financial statements and certain note presentations separate the Company's presentations into two distinct periods, the period before the consummation of the transaction (labeled "Predecessor") and the period after that date (labeled "Successor"), to indicate the application of a different basis of accounting between the periods presented.

Use of Estimates

Use of Estimates

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and equivalents include: (1) currency on hand, (2) demand deposits with banks or financial institutions, (3) other kinds of accounts that have the general characteristics of demand deposits, and (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. The majority of payments due from financial institutions for the settlement of credit card and debit card transactions process within two business days and are, therefore, classified as cash and cash equivalents. Other payment methods that take more time to settle are classified as receivables.

At March 31, 2021, restricted cash includes approximately $3,120,000 pledged to secure a note, $100,000 to secure a vendor letter of credit and $6,874,932 withheld by credit card processors as security for the Company's customer refund claims and credit card chargebacks. The cash pledged to secure the note payable will be released as the note is repaid, the cash pledged to secure the letter of credit will be released when the vendor offers the Company credit terms, and the cash held by credit card processors will be released at the discretion of the credit card companies.

Cash and Cash Equivalents

Cash and equivalents include: (1) currency on hand, (2) demand deposits with banks or financial institutions, (3) other kinds of accounts that have the general characteristics of demand deposits, and (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. The majority of payments due from financial institutions for the settlement of credit card and debit card transactions process within two business days and are, therefore, classified as cash and cash equivalents. Other payment methods that take more time to settle are classified as receivables.

Restricted cash includes $3,298,529 pledged to secure a note, $100,000 to secure a vendor letter of credit and $5,578,658 withheld by credit card processors as security for the Company's customer refund claims and credit card chargebacks. The cash pledged to secure the note payable will be released as the note is repaid, the cash pledged to secure the letter of credit will be released when the vendor offers the Company credit terms, and the cash held by credit card processors will be released at the discretion of the credit card companies.

Revenue Recognition and Cost of Revenue

Revenue Recognition and Cost of Revenue

The Company records revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606. Revenue 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. ASC 606 also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments.

The Company collects the full sales price from the customer at the time the order is placed, which is recorded as customer deposits on the accompanying consolidated balance sheet. The Company does not incur incremental costs obtaining purchase orders from customers, however, if the Company did, because all the Company's contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized.

The revenue that the Company recognizes arises from orders it receives from its customers. The Company's performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed.

Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, the Company's products, which generally occurs when the customer assumes the risk of loss. The risk of loss shifts to the customer at different times depending on the method of delivery. The Company delivers products to its customers in three possible ways. The first way is through a shipment of the products through a third-party carrier from the Company's warehouse to the customer (a "Company Shipment"). The second way is through a shipment of the products through a third-party carrier from a warehouse other than the Company's warehouse to the customer (a "Drop Shipment") and the third way is where the Company itself delivers the products to the customer and often also installs the product (a "Local Delivery"). In the case of a Local Delivery, the Company loads the product on to its own truck and delivers and installs the product at the customer's location. When a product is delivered through a Local Delivery, risk of loss passes to the customer at the time of installation and revenue is recognized upon installation at the customer's location. In the case of a Company Shipment and a Drop Shipment, the delivery to the customer is made free on board, or FOB, shipping point (whether from the Company's warehouse or a third party's warehouse). Therefore, risk of loss and title transfers to the customer once the products are shipped (i.e., leaves the Company's warehouse or a third-party's warehouse). After shipment and prior to delivery, the customer is able to redirect the product to a different destination, which demonstrates the customer's control over the product once shipped. Once the risk of loss has shifted to the customer, the Company has satisfied its performance obligation and the Company recognizes revenue.

The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company's contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax the Company collects concurrently with revenue-producing activities are excluded from revenue.

Cost of revenue includes the cost of purchased merchandise plus the cost of shipping merchandise and where applicable installation, net of promotional rebates and other incentives received from vendors.

Substantially all the Company's sales are to individual retail consumers.

Shipping and Handling ‒ The Company bills its customers for shipping and handling charges, which are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales.

Disaggregated Revenue ‒ The Company 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:

	March 31,
	2021		2020
Appliance sales	$	10,273,393	$	7,802,104
Furniture sales		2,327,834		1,281,836
Other sales		1,096,141		593,238
Total	$	13,697,368	$	9,677,178

The Company also sells extended warranty contracts. The Company is an agent for the warranty company and earns a commission on the warranty contracts purchased by customers; therefore, the cost of the warranty contracts is netted against warranty revenue in the accompanying consolidated statement of operations. The Company assumes no liability for repairs to products on which it has sold a warranty contract.

The Company experiences operational trends which are primarily holidays such as Presidents Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and Christmas and Black Friday and Cyber Monday.

Revenue Recognition and Cost of Revenue 

The Company records revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606. Revenue 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. ASC 606 also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments. 

The Company collects the full sales price from the customer at the time the order is placed, which is recorded as customer deposits on the accompanying consolidated balance sheet. The Company does not incur incremental costs obtaining purchase orders from customers, however, if the Company did, because all the Company's contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized.

The revenue that the Company recognizes arises from orders it receives from its customers. The Company's performance obligations under the customer orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only one performance obligation based on the merchandise sale to be completed.

Control of the delivery transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, the Company's products, which generally occurs when the customer assumes the risk of loss. The risk of loss shifts to the customer at different times depending on the method of delivery. The Company delivers products to its customers in three possible ways. The first way is through a shipment of the products through a third-party carrier from the Company's warehouse to the customer (a "Company Shipment"). The second way is through a shipment of the products through a third-party carrier from a warehouse other than the Company's warehouse to the customer (a "Drop Shipment") and the third way is where the Company itself delivers the products to the customer and often also installs the product (a "Local Delivery"). In the case of a Local Delivery, the Company loads the product on to its own truck and delivers and installs the product at the customer's location. When a product is delivered through a Local Delivery, risk of loss passes to the customer at the time of installation and revenue is recognized upon installation at the customer's location. In the case of a Company Shipment and a Drop Shipment, the delivery to the customer is made free on board, or FOB, shipping point (whether from the Company's warehouse or a third party's warehouse). Therefore, risk of loss and title transfers to the customer once the products are shipped (i.e., leaves the Company's warehouse or a third-party's warehouse). After shipment and prior to delivery, the customer is able to redirect the product to a different destination, which demonstrates the customer's control over the product once shipped. Once the risk of loss has shifted to the customer, the Company has satisfied its performance obligation and the Company recognizes revenue.

The Company agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales price. In the Company's contracts with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax the Company collects concurrently with revenue-producing activities are excluded from revenue.

Cost of revenue includes the cost of purchased merchandise plus the cost of shipping merchandise and where applicable installation, net of promotional rebates and other incentives received from vendors.

Substantially all the Company's sales are to individual retail consumers.

Shipping and Handling ‒ The Company bills its customers for shipping and handling charges, which are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales.

Disaggregated Revenue ‒ The Company 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:

	Successor				Predecessor
	Year Ended December 31, 2020		Period from April 6, 2019 through December 31, 2019		Period from January 1, 2019 through April 5,  2019
Appliance sales	$	40,113,568	$	28,487,053	$	9,784,525
Furniture sales		11,800,277		4,405,866		2,456,085
Other sales		3,219,808		1,775,193		706,291
Total	$	55,133,653	$	34,668,112	$	12,946,901

The Company also sells extended warranty contracts. The Company is an agent for the warranty company and earns a commission on the warranty contracts purchased by customers; therefore, the cost of the warranty contracts is netted against warranty revenue in the accompanying consolidated statement of operations. The Company assumes no liability for repairs to products on which it has sold a warranty contract.

The Company experiences operational trends which are primarily holidays such as Presidents Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and Christmas and Black Friday and Cyber Monday.

Receivables

Receivables

Receivables represent rebates receivable due from manufacturers from whom the Company purchases products and amounts due from credit card processors that do not settle within two days. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company's assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible.

Receivables

Receivables represent rebates receivable due from manufacturers from whom the Company purchases products and amounts due from credit card processors that do not settle within two days. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company's assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables. Uncollectible balances are expensed in the period it is determined to be uncollectible.

Merchandise Inventory

Merchandise Inventory

Inventory consists of finished products acquired for resale and is valued at the lower-of-cost-or-market with cost determined on an average item basis. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions.

Merchandise Inventory

Inventory consists of finished products acquired for resale and is valued at the lower-of-cost-or-market with cost determined on an average item basis. The Company periodically evaluates the value of items in inventory and provides write-downs to inventory based on its estimate of market conditions.

Property and Equipment

Property and Equipment

Property and equipment is stated at the historical cost. Maintenance and repairs of property and equipment are charged to operations as incurred. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Category	Useful Life (Years)
Machinery and equipment	5
Office equipment	5
Vehicles	5

Property and Equipment

Property and equipment is stated at the historical cost. Maintenance and repairs of property and equipment are charged to operations as incurred. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Category	Useful Life (Years)
Machinery and equipment	5
Office equipment	5
Vehicles	5

Goodwill

Goodwill

The Company tests its goodwill for impairment at least annually on December 31 and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company's expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company's consolidated financial results.

The Company tests goodwill by estimating fair value using a Discounted Cash Flow ("DCF") model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant's weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during three months ended March 31, 2021 and 2020.

Goodwill

The Company tests its goodwill for impairment at least annually on December 31 and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company's expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company's consolidated financial results.

The Company tests goodwill by estimating fair value using a Discounted Cash Flow ("DCF") model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant's weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during the years ended December 31, 2020 and 2019.

Intangible Assets

Intangible Assets

As of March 31, 2021 and December 31, 2020, definite-lived intangible assets primarily consisted of tradenames and customer relationships which are being amortized over their estimated useful lives, or 5 years.

The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.

In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared against their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. At March 31, 2021 and December 31, 2020, there were no impairments in intangible or the right of use ("ROU") assets.

Intangible Assets

As of December 31, 2020 and 2019, definite-lived intangible assets primarily consisted of tradenames and customer relationships which are being amortized over their estimated useful lives, or 5 years.

The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.

In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment exist. The fair values of intangible assets are compared against their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. At December 31, 2020 and 2019, there were no impairments in intangible or the right of use ("ROU") assets.

Long-Lived Assets

Long-Lived Assets

The Company reviews its property and equipment and any identifiable intangibles (including ROU asset) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. At March 31, 2021 and December 31, 2020, there were no impairments in long-lived assets.

Long-Lived Assets 

The Company reviews its property and equipment and any identifiable intangibles (including ROU asset) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. At December 31, 2020 and 2019, there were no impairments in long-lived assets.

Lease Liabilities

Lease Liabilities

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term at the lease commencement date. As most of the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate ("IBR") based on the information available at the commencement date of the respective lease to determine the present value of future payments. The determination of the IBR requires judgment and is primarily based on publicly available information for companies within the same industry and with similar credit profiles. The Company adjusts the rate for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at the lease commencement and is subsequently reassessed upon a modification to the lease arrangement.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company reviews the ROU asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the ROU asset may not be recoverable. When such events occur, the Company compares the carrying amount of the ROU asset to the undiscounted expected future cash flows related to the ROU asset. If the comparison indicates that an impairment exists, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the ROU asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the ROU asset.

Lease Liabilities

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term at the lease commencement date. As most of the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate ("IBR") based on the information available at the commencement date of the respective lease to determine the present value of future payments. The determination of the IBR requires judgment and is primarily based on publicly available information for companies within the same industry and with similar credit profiles. The Company adjusts the rate for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at the lease commencement and is subsequently reassessed upon a modification to the lease arrangement.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company reviews the ROU asset for impairment whenever events or changes in circumstances indicate that the carrying amount of the ROU asset may not be recoverable. When such events occur, the Company compares the carrying amount of the ROU asset to the undiscounted expected future cash flows related to the ROU asset. If the comparison indicates that an impairment exists, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the ROU asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the ROU asset.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Cash, restricted cash, receivables, inventory, and prepaid expenses approximate fair value, due to their short-term nature. The fair value hierarchy is defined in the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  Cash, restricted cash, receivables, inventory, and prepaid expenses approximate fair value, due to their short-term nature. The fair value hierarchy is defined in the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Customer Deposits

Customer Deposits

Customer deposits represent the amount collected from customers when an order is placed. The deposits are transferred to revenue when the order ships to the customer or returned to the Company if the order is subsequently cancelled.

Customer Deposits

Customer deposits represent the amount collected from customers when an order is placed. The deposits are transferred to revenue when the order ships to the customer or returned to the Company if the order is subsequently cancelled.

Derivative Instrument Liability

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts, and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2019, the Company classified a warrant issued in conjunction with a term loan as a derivative instrument (see Note 12). There were no derivative instruments at December 31, 2020.

Income Taxes

Income Taxes

Under the Company's accounting policies, the Company initially recognizes a tax position in its unaudited condensed consolidated financial statements when it becomes more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts. Although the Company believes its provisions for unrecognized tax positions are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which the Company has reflected in its income tax provisions and accruals. The tax law is subject to varied interpretations, and the Company has taken positions related to certain matters where the law is subject to interpretation. Such differences could have a material impact on the Company's income tax provisions and operating results in the period(s) in which the Company makes such determination.

Income Taxes

Under the Company's accounting policies, the Company initially recognizes a tax position in its consolidated financial statements when it becomes more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts. Although the Company believes its provisions for unrecognized tax positions are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which the Company has reflected in its income tax provisions and accruals. The tax law is subject to varied interpretations, and the Company has taken positions related to certain matters where the law is subject to interpretation. Such differences could have a material impact on the Company's income tax provisions and operating results in the period(s) in which the Company makes such determination.

Sales Tax Liability

Sales Tax Liability

On June 21, 2018, the U.S. Supreme Court issued an opinion in South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018), whereby the longstanding Quill Corp v. North Dakota sales tax case was overruled, and states may now require remote sellers to collect sales tax under certain circumstances. In 2020, the Company began collecting sales tax in nearly all states that have sales tax. The Company accrued sales taxes in the states with sales tax. The Company accrued the potential liability from the effective date of a state's adoption of the Wayfair decision up to the date the Company began collecting and filing sales taxes in the various states. At March 31, 2021 and December 31, 2020, the amount of such accrual was $5,915,910 and $5,804,100, respectively, which is included in accounts payable and accrued expenses. To date, only one state has notified the Company of a potential sales tax liability of approximately $82,000, all of which was previously accrued.

Sales Tax Liability

On June 21, 2018, the U.S. Supreme Court issued an opinion in South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018), whereby the longstanding Quill Corp v. North Dakota sales tax case was overruled, and states may now require remote sellers to collect sales tax under certain circumstances. In 2020, the Company began collecting sales tax in nearly all states that have sales tax. The Company accrued sales taxes in the states with sales tax. The Company accrued the potential liability from the effective date of a state's adoption of the Wayfair decision up to the date the Company began collecting and filing sales taxes in the various states. At December 31, 2020 and 2019, the amount of such accrual was $5,804,100 and $2,910,200, respectively, which is included in accounts payable and accrued expenses. To date, only one state has notified the Company of a potential sales tax liability of approximately $11,000.

Basic Income (Loss) Per Share

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive securities. For the three months ended March 31, 2021, the potentially dilutive securities were warrants for the purchase of 455,560 shares of common stock and options for the purchase of 555,000 shares of common stock. The potentially dilutive securities for the three months ended March 31, 2020 were warrants for the purchase of 250,000 shares of common stock. These potentially dilutive securities were excluded from diluted loss per share.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive securities. For the year ended December 31, 2020, the potentially dilutive securities were warrants for the purchase of 55,560 shares of common stock issued to affiliates of the underwriter in its initial public offering described below and options for the purchase of 555,000 shares of common stock. For the year ended December 31, 2019, the potentially dilutive securities were penny warrants for the purchase of 250,000 shares of common stock, which were included in basic loss per share, but excluded from diluted loss per share.

Reclassifications

Reclassifications

Certain accounts have been reclassified to conform with classifications adopted in the period ended March 31, 2021. Such reclassifications had no effect on net earnings or financial position.

Reclassifications

Certain accounts have been reclassified to conform with classifications adopted in the period ended December 31, 2020. Such reclassifications had no effect on net earnings or financial position.

Going Concern Assessment

Going Concern Assessment

Management assesses going concern uncertainty in the Company's unaudited 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 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.

The Company has generated significant losses since its acquisition and has relied on cash on hand, external bank lines of credit, proceeds from the IPO described below, issuance of third party and related party debt and the issuance of a note to support cashflow from operations.

For the three months ended March 31, 2021, the Company incurred operating losses of approximately $3,280,686, cash flows used in operations of $2,807,673 and negative working capital of $19,801,748.

Management has prepared estimates of operations for fiscal years 2021 and 2022 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 in the Company's Form 10-Q.

As described in Note 10 below, the Company received net proceeds of $4,590,000 from the sale of 10% OID senior secured promissory notes due December 19, 2021 and warrants on March 19, 2021. These proceeds will supplement the Company's cash flow from operations and provide additional liquidity.

The impact of COVID-19 on the Company's business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations.

The accompanying 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. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period.

Going Concern Assessment

Management assesses going concern uncertainty in the Company's consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the "look-forward period", as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.

The Company has generated significant losses since its acquisition and has relied on cash on hand, external bank lines of credit, proceeds from the IPO described below, issuance of third party and related party debt and the issuance of a note to support cashflow from operations.

For the year ended December 31, 2020, the Company incurred operating losses of approximately $14.4 million, cash flows from operations of $5.4 million, and negative working capital of $17.5 million.

Management has prepared estimates of operations for fiscal years 2021 and 2022 and believes that sufficient funds will be generated from operations to fund its operations, and to service its debt obligations for one year from the date of the filing of these consolidated financial statements in the Company's 10-K.

On August 4, 2020, the Company completed an initial public offering of its common stock, pursuant to which the Company sold 1,111,200 shares of its common stock, at a purchase price of $9.00 per share, for total gross proceeds of $10,000,800 (the "IPO"). After deducting the underwriting commission and offering expenses, the Company received net proceeds of $8,602,166. The Company used a portion of the proceeds from the IPO to pay off certain debt as described below.

As described in Note 19 below, the Company received net proceeds of $4,590,000 from the sale of 10% OID senior secured promissory note and warrants on March 19, 2021. These proceeds will supplement the Company's cash flow from operations and provide additional liquidity.

The impact of COVID-19 on the Company's business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations.

The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.

Management believes that based on relevant conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of these consolidated financial statements, indicate improved operations and the Company's ability to continue operations as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted. The Company adopted ASU 2018-15 on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company's unaudited condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company adopted ASU 2018-13 on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company's unaudited condensed consolidated financial statements.

Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 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 the Company's financial position, results of operations, or cash flows.

The Company currently believes that all other issued and not yet effective accounting standards are not relevant to the Company's unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

Recently Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASC 842"), which requires lessees to recognize ROU assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. The Company adopted ASC 842 on January 1, 2019 using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The modified retrospective approach did not require any transition accounting for leases that expired before the earliest comparative period presented. The adoption of this standard resulted in the recording of ROU assets and lease liabilities for all of the Company's lease agreements with original terms of greater than one year. The adoption of ASC 842 did not have a significant impact on the Company's consolidated statements of income or cash flows. See Note 15 for the required disclosures relating to the Company's lease agreements.

In June 2018, the FASB issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This standard became effective for the Company on January 1, 2019. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for stranded tax effects resulting from U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act, which was enacted in December 2017.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the consolidated financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. ASU 2017-12 became effective for the Company on January 1, 2019. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted. The Company adopted ASU 2018-15 on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company adopted ASU 2018-13 on January 1, 2020 on a prospective basis. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 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 the Company's financial position, results of operations, or cash flows.

The Company currently believes that all other issued and not yet effective accounting standards are not relevant to the Company's consolidated financial statements.

XML

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of disaggregated revenue

	March 31,
	2021		2020
Appliance sales	$	10,273,393	$	7,802,104
Furniture sales		2,327,834		1,281,836
Other sales		1,096,141		593,238
Total	$	13,697,368	$	9,677,178

	Successor				Predecessor
	Year Ended December 31, 2020		Period from April 6, 2019 through December 31, 2019		Period from January 1, 2019 through April 5,  2019
Appliance sales	$	40,113,568	$	28,487,053	$	9,784,525
Furniture sales		11,800,277		4,405,866		2,456,085
Other sales		3,219,808		1,775,193		706,291
Total	$	55,133,653	$	34,668,112	$	12,946,901

Schedule of property and equipment useful lives

Category	Useful Life (Years)
Machinery and equipment	5
Office equipment	5
Vehicles	5

Category	Useful Life (Years)
Machinery and equipment	5
Office equipment	5
Vehicles	5

XML

Restatement of Financial Statements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Restatement of Financial Statements [Abstract]

Schedule of restatement of previously issued financial statements

(1) The Company determined that it should accrue a liability for potential 2019 sales taxes that might be payable to the states in which it operates as a result of the Wayfair decision (See Note 2 – Sales Tax Liability). Accordingly, the Company accrued a liability of $2,910,200, representing a potential liability for sales taxes and penalties of $2,808,000 and interest expense of $102,200.

(2) The Company adjusted the fair value of ownership interests in Holdco that were transferred to seller and the value of liabilities assumed in the April 5, 2019 acquisition (see Note 10) resulting in a $372,063 reduction in Goodwill; a $192,542 reduction in Additional Paid in Capital, and $179,521 reduction in liabilities assumed, which was recognized as a general and administrative expense.

1847 GOEDEKER INC.
BALANCE SHEET

	December 31, 2019 (As Filed)			Adjustments			December 31, 2019 (As Restated)
ASSETS
Total Current Assets		4,494,402			-			4,494,402
Goodwill		4,976,016	(2)		(372,063	)		4,603,953
TOTAL ASSETS	$	14,278,926		$	(372,063	)	$	13,906,863
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	2,465,220	(1)	$	2,910,200		$	5,375,420
Total Current Liabilities		11,215,028			2,910,200			14,125,228
TOTAL LIABILITIES		15,074,880			2,910,200			17,985,080
Stockholders' Deficit
Additional paid-in capital		1,271,721	(2)		(192,542	)		1,079,179
Accumulated deficit		(2,068,150	)(1)		(2,910,200	)		(5,157,871	)
			(2)		(179,521	)
Total Stockholders' Deficit		(795,954	)		(3,282,263	)		(4,078,217	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		14,278,926		$	(372,063	)	$	13,906,863

1847 GOEDEKER INC.
STATEMENTS OF OPERATIONS

	Period from April 6, 2019 through December 31, 2019 (As Filed)			Adjustments			Period from April 6, 2019 through December 31, 2019 (As Restated)
Gross profit		6,071,983			-			6,071,983
Operating Expenses
General and administrative		1,741,050	(1)		2,808,000			4,728,571
			(2)		179,521
Total Operating Expenses		7,789,221			2,987,521			10,776,742
LOSS FROM OPERATIONS		(1,717,238	)		(2,987,521	)		(4,704,759	)
Total Other Income (Expense)		(1,049,215	)		(102,200	)		(1,151,415	)
NET LOSS BEFORE INCOME TAXES		(2,766,453	)		(3,089,721	)		(5,856,174	)
INCOME TAX BENEFIT (EXPENSE)		698,303			-			698,303
NET LOSS	$	(2,068,150	)	$	(3,089,721	)	$	(5,157,871	)
LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.41	)				$	(1.03	)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		5,000,000						5,000,000

1847 GOEDEKER INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders' Equity
	Shares		Amount		Capital		Deficit			(Deficit)
As Filed:
Capital contribution by Holdco for the acquisition of Goedeker Television Co.		4,750,000		475		979,048		-			979,523
Net loss for the period from April 6, 2019 through December 31, 2019		-		-		-		(2,068,150	)		(2,068,150	)
Balance, December 31, 2019		4,750,000	$	475	$	1,272,195	$	(2,068,150	)	$	(795,954	)
As Restated:
Capital contribution by Holdco for the acquisition of Goedeker Television Co.		4,750,000		475		786,506		-			786,981
Net loss for the period from April 6, 2019 through December 31, 2019		-		-		-		(5,157,871	)		(5,157,871	)
Balance, December 31, 2019		4,750,000	$	475	$	1,079,179	$	(5,157,871	)	$	(4,078,217	)

1847 GOEDEKER INC.
STATEMENTS OF CASH FLOWS

	Period from April 6, 2019 through December 31, 2019 (As Filed)				Adjustments			Period from April 6, 2019 through December 31, 2019 (As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,068,150	)	(1)	$	(2,910,200	)	$	(5,157,871	)
				(2)		(179,521	)
Accounts payable and accrued expenses		(1,464,657	)	(1)		2,910,200
				(2)		179,521			1,625,064
Net cash provided by (used in) operating activities		(2,299,215	)				-		(2,299,215	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		(2,200	)						(2,200)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities		2,772,723				-			2,772,723
NET CHANGE IN CASH AND RESTRICTED CASH		471,308				-			471,308
CASH AND RESTRICTED CASH, BEGINNING OF YEAR		-				-			-
CASH AND RESTRICTED CASH, END OF YEAR	$	471,308			$	-		$	471,308

Schedule of restatement of previously issued financial statements of operations

	As Filed			Adjustments			As Restated
Gross profit	$	1,566,008		$	-		$	1,566,008
Operating Expenses
General and administrative		566,640			873,200			1,439,840
Total Operating Expenses		2,881,141			873,200			3,754,341
LOSS FROM OPERATIONS		(1,315,133	)		(873,200	)		(2,188,333	)
Total Other Income (Expense)		(404,987	)		(48,700	)		(453,687	)
NET LOSS BEFORE INCOME TAXES		(1,720,120	)		(921,900	)		(2,642,020	)
INCOME TAX BENEFIT (EXPENSE)		435,000			-			435,000
NET LOSS	$	(1,285,120	)	$	(921,900	)	$	(2,207,020	)
LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.26	)				$	(0.44	)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		5,000,000						5,000,000

Schedule of restatement of previously issued financial statements of equity

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Deficit			Deficit
As Filed:
Balance, January 1, 2020		4,750,000	$	475	$	1,079,179	$	(2,068,150	)	$	(795,954	)
Net loss		-		-		-		(1,285,120	)		(1,285,120	)
Balance, March 31, 2020		4,750,000	$	475	$	1,079,179	$	(3,353,270	)	$	(2,081,074	)
As Restated:
Balance, January 1, 2020		4,750,000	$	475	$	1,079,179	$	(5,157,871	)	$	(4,078,217	)
Net loss		-		-		-		(2,207,020	)		(2,207,020	)
Balance, March 31, 2020		4,750,000	$	475	$	1,079,179	$	(7,364,891	)	$	(6,285,237	)

Schedule of restatement of previously issued financial statements of cash flow

	As Filed			Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,285,120	)	$	(921,900	)	$	(2,207,020	)
Accounts payable and accrued expenses		520,364			921,900			1,442,264
Net cash provided by (used in) operating activities		958,356			-			958,356
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by (used in) financing activities		(775,158	)		-			(775,158	)
NET CHANGE IN CASH AND RESTRICTED CASH		183,198			-			183,198
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD		64,470			-			64,470
CASH AND RESTRICTED CASH, END OF PERIOD	$	247,668		$	-		$	247,668

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Receivables (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Receivables [Abstract]

Schedule of receivables

	March 31, 2021		December 31, 2020
Vendor rebates receivable	$	604,372	$	1,337,791
Credit cards in process of collection		343,982		660,441
Total receivables	$	948,354	$	1,998,232

	December 31, 2020		December 31, 2019
Vendor rebates receivable	$	1,337,791	$	1,455,248
Credit cards in process of collection		660,441		-
Total receivables	$	1,998,232	$	1,455,248

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Merchandise Inventory (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Inventory Disclosure [Abstract]

Schedule of inventory

	March 31, 2021			December 31, 2020
Appliances	$	5,985,757		$	5,285,975
Furniture		249,008			194,852
Other		73,719			91,414
Total merchandise inventory		6,308,484			5,572,241
Allowance for inventory obsolescence		(425,000	)		(425,000	)
Merchandise inventory, net	$	5,883,484		$	5,147,241

	December 31, 2020			December 31, 2019
Appliances	$	5,285,975		$	1,538,552
Furniture		194,852			184,755
Other		91,414			81,783
Total merchandise inventory		5,572,241			1,805,090
Allowance for inventory obsolescence		(425,000	)		(425,000	)
Merchandise inventory, net	$	5,147,241		$	1,380,090

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Property and Equipment (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	March 31, 2021			December 31, 2020
Equipment	$	69,336		$	69,336
Warehouse equipment		61,070			61,070
Furniture and fixtures		512			512
Transportation equipment		63,784			63,784
Leasehold improvements		136,931			136,931
Construction in progress		126,116			-
Total property and equipment		457,749			331,633
Accumulated depreciation		(102,168	)		(85,685	)
Property and equipment, net	$	355,581		$	245,948

	December 31, 2020			December 31, 2019
Equipment	$	69,336		$	7,376
Warehouse equipment		61,070			29,188
Furniture and fixtures		512			512
Transportation equipment		63,784			63,784
Leasehold improvements		136,931			117,626
Total property and equipment		331,633			218,486
Accumulated depreciation		(85,685	)		(32,880	)
Property and equipment, net	$	245,948		$	185,606

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Intangible Assets (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

	March 31, 2021			December 31, 2020
Customer relationships	$	749,000		$	749,000
Marketing related - tradename		1,368,000			1,368,000
Total intangible assets		2,117,000			2,117,000
Accumulated amortization		(840,912	)		(735,063	)
Intangible assets, net	$	1,276,088		$	1,381,937

	December 31, 2020			December 31, 2019
Customer relationships	$	749,000		$	749,000
Marketing related - tradename		1,368,000			1,368,000
Total intangible assets		2,117,000			2,117,000
Accumulated amortization		(735,063	)		(238,156	)
Intangible assets, net	$	1,381,937		$	1,878,844

Schedule of annual amortization expense

2021 (remainder of year)	$	317,547
2022		423,396
2023		423,396
2024		111,749
Total	$	1,276,088

2021	$	423,396
2022		423,396
2023		423,396
2024		111,749
Total	$	1,381,937

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Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Payables and Accruals [Abstract]

Schedule of accounts payable and accrued expenses

	March 31, 2021		December 31, 2020
Trade accounts payable	$	5,267,392	$	5,975,486
Sales tax		5,915,910		5,804,100
Accrued payroll liabilities		510,388		492,573
Accrued interest		10,000		10,000
Accrued liability for sales returns		200,000		200,000
Other accrued liabilities		453,132		219,556
Total accounts payable and accrued expenses	$	12,356,822	$	12,701,715

	December 31, 2020		December 31, 2019
Trade accounts payable	$	5,975,486	$	1,644,216
Sales tax		5,804,100		2,910,200
Accrued payroll liabilities		492,573		192,305
Accrued interest		10,000		253,678
Accrued liability for sales returns		200,000		200,000
Other accrued liabilities		219,556		175,021
Total accounts payable and accrued expenses	$	12,701,715	$	5,375,420

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Business Combination (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Schedule of preliminary analysis for the Goedeker asset purchase

Purchase consideration at fair value (as restated):
Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs	$	3,637,898
Cash to seller at closing		478,000
Working capital adjustment		(809,000	)
Contingent note payable		81,494
Fair value of ownership interest in Holdco transferred to seller		786,981
Amount of consideration	$	4,175,373
Assets acquired and liabilities assumed at fair value
Accounts receivable	$	456,183
Inventories		1,851,251
Other assets		295,863
Property and equipment		216,286
Customer related intangibles		749,000
Marketing related intangibles - tradename		1,368,000
Accounts payable and accrued expenses		(3,056,855	)
Customer deposits		(2,430,044	)
Net tangible assets acquired (liabilities assumed)	$	(550,316	)
Total net assets acquired (liabilities assumed)	$	(550,316	)
Consideration paid		4,175,373
Goodwill	$	4,725,689

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Notes Payable (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Debt Disclosure [Abstract]

Schedule of maturities of debt

For the years ended December 31,
2021 (remainder of year)	$	499,517
2022		685,222
2023		707,826
2024		731,177
2025		496,064
Total	$	3,119,806
Less: Loan costs		(92,994	)
Total	$	3,026,812

For the years ended December 31,
2021	$	663,339
2022		685,222
2023		707,826
2024		731,177
2025		496,064
Total	$	3,283,628
Less: Loan costs		(98,259	)
Total	$	3,185,369

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Operating Lease (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Leases [Abstract]

Schedule of supplemental balance sheet information related to leases

Operating lease right-of-use assets	$	3,404,861
Lease liabilities, current portion	$	664,043
Lease liabilities, long-term		2,803,203
Total operating lease liabilities	$	3,467,246
Weighted average remaining lease term (months)		57
Weighted average discount rate		5.9	%

Operating lease right-of-use asset	$	1,578,235
Lease liability, current portion	$	450,712
Lease liability, long-term		1,127,523
Total operating lease liability	$	1,578,235
Weighted average remaining lease term (months)		39
Weighted average discount rate		6.5	%

Schedule of maturities of the lease liability

2021 (remainder of year)	$	604,279
2022		923,945
2023		933,493
2024		538,041
2025		413,168
Thereafter		565,936
Total lease payments	$	3,978,862
Less imputed interest		(511,616	)
Total lease liability	$	3,467,246

2021	$	540,000
2022		540,000
2023		540,000
2024		135,000
Total lease payments	$	1,755,000
Less imputed interest		(176,765	)
Total lease liability	$	1,578,235

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Stockholders' Deficit (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2021

Dec. 31, 2020

Equity [Abstract]

Schedule of activity relating to stock options and underwriter warrants

	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term in Years
Outstanding at January 1, 2021		555,000	$	9.00		9
Granted		-		-		-
Exercised		-		-		-
Forfeited / Cancelled / Expired		-		-		-
Outstanding at March 31, 2021		555,000	$	9.00		8.75
Exercisable at March 31, 2021		65,790	$	9.00		8.75

	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term in Years
Outstanding at January 1, 2021		55,560	$	11.25		4.5
Granted		400,000		12.00		4.0
Exercised		-		-		-
Cancelled / Expired		-		-		-
Outstanding at March 31, 2021		455,560	$	11.91		4.1

	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term in Years
Outstanding at December 31, 2019		-	$	-		-
Granted		555,000		9.00		10
Exercised		-		-		-
Forfeited / Cancelled / Expired		-		-		-
Outstanding at December 31, 2020		555,000	$	9.00		9
Exercisable at December 31, 2020		65,790	$	9.00		9

.

	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term in Years
Outstanding at December 31, 2019		-	$	-		-
Granted		55,560		11.25		5
Exercised		-		-		-
Cancelled / Expired		-		-		-
Outstanding at December 31, 2020		55,560	$	11.25		4.5
Exercisable at December 31, 2020		-0-	$	11.25		4.5

Schedule of stock-based compensation expense of assumptions

Volatility	74.2	%
Risk-free interest rate	0.615	%
Dividend yield	0.0	%
Term	4.0 years

Volatility	46.6	%
Risk-free interest rate	0.47	%
Dividend yield	0.0	%
Expected term	6.25 Years

Volatility	46.5	%
Risk-free interest rate	0.47	%
Dividend yield	0.0	%
Term	4.5 years

Schedule of stock-based compensation expense

Year Ended December 31, 2020	$	398,908
2021		483,185
2022		462,024
2023		367,198
2024		136,741
2025		-
Total stock-based compensation	$	1,848,056

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of provision for income taxes

	December 31, 2020		December 31, 2019
Current Federal and State	$	-	$	-
Deferred Federal and State		698,303		(698,303	)
Total provision (benefit) for income taxes	$	698,303	$	(698,303	)

Schedule of reconciliation of effective income tax rate

	December 31, 2020			December 31, 2019
Federal tax	$	(4,382,602	)	$	(1,229,797	)
State tax, net of Federal benefit		(891,129	)		(250,059	)
Change in warrant value		537,535			-
Write-off of acquisition and other receivables		238,540			-
Other		108,439			71,971
Valuation allowance		5,087,396			709,582
Total income tax provision (benefit)	$	698,303		$	(698,303	)
Effective tax rate		(3.3	)%		11.92	%

Schedule of major components of deferred tax assets and liabilities

	December 31, 2020			December 31, 2019
Deferred tax assets
Inventory	$	107,398		$	107,398
Accrued expenses		1,589,889			792,845
Interest limitation		319,698			191,886
Other		6,597			-
Lease liability		398,820			505,591
Loss carryforward		3,791,146			339,287
Valuation allowance		(5,796,978	)		(709,582	)
Total deferred tax assets	$	416,595		$	1,227,425
Deferred tax liabilities
Other		-			(94	)
Right of use assets		(398,820	)		(505,591	)
Intangibles	$	(17,775	)	$	(23,437	)
Total deferred tax liabilities	$	(416,595	)	$	(529,122	)
Total net deferred income tax assets (liabilities)	$	-		$	698,303

Schedule of income tax returns are open to examination by the Internal revenue service and various state jurisdictions

	December 31, 2020			December 31, 2019
Net deferred tax asset (liability)	$	5,796,978		$	1,407,885
Valuation allowance	$	(5,796,978	)	$	(709,852	)

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Organization and Nature of Business (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Organization and Nature of Business (Textual)
Online sales, percentage	95.00%	95.00%

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Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended			9 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Apr. 05, 2019	Dec. 31, 2019	Dec. 31, 2020
Appliance sales	$ 10,273,393	$ 7,802,104
Furniture sales	2,327,834	1,281,836
Other sales	1,096,141	593,238
Total	$ 13,697,368	$ 9,677,178
Successor [Member]
Appliance sales				$ 28,487,053	$ 40,113,568
Furniture sales				4,405,866	11,800,277
Other sales				1,775,193	3,219,808
Total				$ 34,668,112	$ 55,133,653
Predecessor [Member]
Appliance sales			$ 9,784,525
Furniture sales			2,456,085
Other sales			706,291
Total			$ 12,946,901

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Summary of Significant Accounting Policies (Details 1)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Machinery and equipment [Member]
Vehicles	5 years	5 years
Office equipment [Member]
Vehicles	5 years	5 years
Vehicles [Member]
Vehicles	5 years	5 years

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Summary of Significant Accounting Policies (Details Textual) - USD ($)		1 Months Ended		3 Months Ended		12 Months Ended
	Aug. 04, 2020	Mar. 19, 2021	Jul. 30, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies (Textual)
Forward stock split, description			The Company completed a 4,750-for-1 forward stock split of its outstanding common stock. As a result of this stock split, the Company’s issued and outstanding common stock increased from 1,000 to 4,750,000 shares.
Income tax positions, description						The largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts.
Incurred operating losses						$ 14,400,000
Cash flows from operations				$ 2,807,673	$ 958,356	5,400,000
Negative working capital						$ 17,500,000
Intangible assets estimated useful lives						5 years	5 years
Restricted cash and cash equivalents, description				Restricted cash includes approximately $3,120,000 pledged to secure a note, $100,000 to secure a vendor letter of credit and $6,874,932 withheld by credit card processors as security for the Company’s customer refund claims and credit card chargebacks.
Accrual sales tax liability				$ 5,915,910		$ 5,804,100	$ 2,910,200
Potential sales tax liability				$ 82,000		$ 11,000
Net proceeds		$ 4,590,000
Sale of ODI percentage		10.00%
Share-based Payment Arrangement, Option [Member]
Summary of Significant Accounting Policies (Textual)
Potentially dilutive securities				555,000
Warrant Member
Summary of Significant Accounting Policies (Textual)
Potentially dilutive securities				55,560	250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Textual)
Initial public offering, description	The Company completed an initial public offering of its common stock, pursuant to which the Company sold 1,111,200 shares of its common stock, at a purchase price of $9.00 per share, for total gross proceeds of $10,000,800 (the “IPO”). After deducting the underwriting commission and offering expenses, the Company received net proceeds of $8,602,166. The Company used a portion of the proceeds from the IPO to pay off certain debt as described below.

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Restatement of Financial Statements (Details) - USD ($)		Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
ASSETS
Total Current Assets		$ 19,505,030	$ 18,240,121		$ 4,494,402
Goodwill		4,725,689	4,725,689		4,603,953
TOTAL ASSETS		29,312,248	26,216,930		13,906,863
Current Liabilities
Accounts payable and accrued expenses		12,356,822	12,701,715		5,375,420
Total Current Liabilities		39,306,778	35,694,976		14,125,228
TOTAL LIABILITIES		44,656,219	39,532,699		17,985,080
Stockholders' Deficit
Additional paid-in capital		14,874,341	13,409,328		1,079,179
Accumulated deficit		(30,218,923)	(26,725,708)		(5,157,871)
Total Stockholders' Deficit		(15,343,971)	(13,315,769)	$ (6,285,237)	(4,078,217)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$ 29,312,248	$ 26,216,930		13,906,863
As Filed [Member]
ASSETS
Total Current Assets					4,494,402
Goodwill	[1]				4,976,016
TOTAL ASSETS					14,278,926
Current Liabilities
Accounts payable and accrued expenses	[2]				2,465,220
Total Current Liabilities					11,215,028
TOTAL LIABILITIES					15,074,880
Stockholders' Deficit
Additional paid-in capital	[1]				1,271,721
Accumulated deficit	[2]				(2,068,150)
Non-controlling Interest	[1]
Total Stockholders' Deficit					(795,954)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT					14,278,926
Adjustments [Member]
ASSETS
Total Current Assets
Goodwill					(372,063)
TOTAL ASSETS					(372,063)
Current Liabilities
Accounts payable and accrued expenses					2,910,200
Total Current Liabilities					2,910,200
TOTAL LIABILITIES					2,910,200
Stockholders' Deficit
Additional paid-in capital					(192,542)
Accumulated deficit					(2,910,200)
Non-controlling Interest					(179,521)
Total Stockholders' Deficit					(3,282,263)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT					(372,063)
As Restated [Member]
ASSETS
Total Current Assets					4,494,402
Goodwill					4,603,953
TOTAL ASSETS					13,906,863
Current Liabilities
Accounts payable and accrued expenses					5,375,420
Total Current Liabilities					14,125,228
TOTAL LIABILITIES					17,985,080
Stockholders' Deficit
Additional paid-in capital					1,079,179
Accumulated deficit					(5,157,871)
Total Stockholders' Deficit					(4,078,217)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT					$ 13,906,863

[1] The Company adjusted the fair value of ownership interests in Holdco that were transferred to seller and the value of liabilities assumed in the April 5, 2019 acquisition (see Note 10) resulting in a $372,063 reduction in Goodwill; a $192,542 reduction in Additional Paid in Capital, and $179,521 reduction in liabilities assumed, which was recognized as a general and administrative expense.

[2] The Company determined that it should accrue a liability for potential 2019 sales taxes that might be payable to the states in which it operates as a result of the Wayfair decision (See Note 2 - Sales Tax Liability). Accordingly, the Company accrued a liability of $2,910,200, representing a potential liability for sales taxes and penalties of $2,808,000 and interest expense of $102,200.

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Restatement of Financial Statements (Details 1) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
		Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019		Dec. 31, 2020	Dec. 31, 2019
Gross profit		$ 2,628,457	$ 1,566,008
Operating Expenses
General and administrative		2,239,498	1,439,840
Total Operating Expenses		5,909,143	3,754,341
LOSS FROM OPERATIONS		(3,280,686)	(2,188,333)
Total Other Income (Expense)		(212,529)	(453,687)
NET LOSS BEFORE INCOME TAXES		(3,493,215)	(2,642,020)
INCOME TAX BENEFIT (EXPENSE)			(435,000)			$ 698,303	$ (698,303)
NET LOSS		$ (3,493,215)	$ (2,207,020)
LOSS PER COMMON SHARE – BASIC AND DILUTED		$ (0.57)	$ (0.44)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		6,111,200	5,000,000
As Filed [Member]
Gross profit		$ 1,566,008		$ 6,071,983
Operating Expenses
General and administrative		566,640		1,741,050	[1]
Other operating expenses	[2]
Total Operating Expenses		2,881,141		7,789,221
LOSS FROM OPERATIONS		(1,315,133)		(1,717,238)
Total Other Income (Expense)		(404,987)		(1,049,215)
NET LOSS BEFORE INCOME TAXES		(1,720,120)		(2,766,453)
INCOME TAX BENEFIT (EXPENSE)		435,000		698,303
NET LOSS		$ (1,285,120)	$ (1,285,120)	$ (2,068,150)	[1]
LOSS PER COMMON SHARE – BASIC AND DILUTED		$ (0.26)		$ (0.41)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		5,000,000		5,000,000
Adjustments [Member]
Gross profit
Operating Expenses
General and administrative		873,200		2,808,000
Other operating expenses				179,521
Total Operating Expenses		873,200		2,987,521
LOSS FROM OPERATIONS		(873,200)		(2,987,521)
Total Other Income (Expense)		(48,700)		(102,200)
NET LOSS BEFORE INCOME TAXES		(921,900)		(3,089,721)
INCOME TAX BENEFIT (EXPENSE)
NET LOSS		(921,900)	(921,900)	(2,910,200)
As Restated [Member]
Gross profit		1,566,008		6,071,983
Operating Expenses
General and administrative		1,439,840		4,728,571
Total Operating Expenses		3,754,341		10,776,742
LOSS FROM OPERATIONS		(2,188,333)		(4,704,759)
Total Other Income (Expense)		(453,687)		(1,151,415)
NET LOSS BEFORE INCOME TAXES		(2,642,020)		(5,856,174)
INCOME TAX BENEFIT (EXPENSE)		435,000		698,303
NET LOSS		$ (2,207,020)	$ (2,207,020)	$ (5,157,871)
LOSS PER COMMON SHARE – BASIC AND DILUTED		$ (0.44)		$ (1.03)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		5,000,000		5,000,000

[1] The Company determined that it should accrue a liability for potential 2019 sales taxes that might be payable to the states in which it operates as a result of the Wayfair decision (See Note 2 - Sales Tax Liability). Accordingly, the Company accrued a liability of $2,910,200, representing a potential liability for sales taxes and penalties of $2,808,000 and interest expense of $102,200.

[2] The Company adjusted the fair value of ownership interests in Holdco that were transferred to seller and the value of liabilities assumed in the April 5, 2019 acquisition (see Note 10) resulting in a $372,063 reduction in Goodwill; a $192,542 reduction in Additional Paid in Capital, and $179,521 reduction in liabilities assumed, which was recognized as a general and administrative expense.

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Restatement of Financial Statements (Details 2) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2020	Apr. 05, 2019
Net loss	$ (3,493,215)	$ (2,207,020)
Common Stock
Beginning Balance, shares	6,111,200	4,750,000	4,750,000	6,111,200
Net loss
Ending Balance, shares	6,111,200	4,750,000	4,750,000	6,111,200
Additional Paid-in Capital
Net loss
Accumulated Deficit
Net loss	$ (3,493,215)	(2,207,020)
As Filed
Capital contribution by Holdco for the acquisition of Goedeker Television Co.			$ 979,523
Beginning Balance		(795,954)		$ (795,954)
Net loss		(1,285,120)	(2,068,150)
Ending Balance		(2,081,074)	(795,954)
As Filed | Common Stock
Capital contribution by Holdco for the acquisition of Goedeker Television Co.			$ 475
Capital contribution by Holdco for the acquisition of Goedeker Television Co., shares			4,750,000
Beginning Balance		$ 475		475
Beginning Balance, shares		4,750,000	4,750,000		4,750,000
Net loss
Ending Balance		$ 475	$ 475
Ending Balance, shares		4,750,000	4,750,000		4,750,000
As Filed | Additional Paid-in Capital
Capital contribution by Holdco for the acquisition of Goedeker Television Co.			$ 979,048
Beginning Balance		$ 1,272,195		1,272,195
Net loss
Ending Balance		1,079,179	1,272,195
As Filed | Accumulated Deficit
Capital contribution by Holdco for the acquisition of Goedeker Television Co.
Beginning Balance		(2,068,150)		(2,068,150)
Net loss		(1,285,120)	(2,068,150)
Ending Balance		(3,353,270)	(2,068,150)
As Restated
Capital contribution by Holdco for the acquisition of Goedeker Television Co.			786,981
Beginning Balance		(4,078,217)		(4,078,217)
Net loss		(2,207,020)	(5,157,871)
Ending Balance		(6,285,237)	(4,078,217)
As Restated | Common Stock
Capital contribution by Holdco for the acquisition of Goedeker Television Co.			$ 475
Capital contribution by Holdco for the acquisition of Goedeker Television Co., shares			4,750,000
Beginning Balance		$ 475		475
Beginning Balance, shares		4,750,000	4,750,000
Net loss
Ending Balance		$ 475	$ 475
Ending Balance, shares		4,750,000	4,750,000
As Restated | Additional Paid-in Capital
Capital contribution by Holdco for the acquisition of Goedeker Television Co.			$ 786,506
Beginning Balance		$ 1,079,179		1,079,179
Net loss
Ending Balance		1,079,179	1,079,179
As Restated | Accumulated Deficit
Capital contribution by Holdco for the acquisition of Goedeker Television Co.
Beginning Balance		(5,157,871)		$ (5,157,871)
Net loss		(2,207,020)	(5,157,871)
Ending Balance		$ (7,364,891)	$ (5,157,871)

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Restatement of Financial Statements (Details 3) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
		Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2019		Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$ (3,493,215)	$ (2,207,020)
Prepaid expense		109,124	(14,687)
Accounts payable and accrued expenses		(344,893)	1,442,264
Net cash provided by (used in) operating activities		(2,807,673)	958,356
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		(126,115)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities		4,426,178	(775,158)
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD		934,729	471,308			$ 471,308
CASH AND RESTRICTED CASH, END OF PERIOD		1,309,374		$ 471,308		934,729
As Filed [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(1,285,120)	(1,285,120)	(2,068,150)	[1]
Prepaid expense	[2]
Accounts payable and accrued expenses			520,364	(1,464,657)	[1]
Operating liabilities	[2]
Net cash provided by (used in) operating activities			958,356	(2,299,215)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities				(2,200)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities			(775,158)	2,772,723
NET CHANGE IN CASH AND RESTRICTED CASH			183,198	471,308
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD			64,470			64,470
CASH AND RESTRICTED CASH, END OF PERIOD			247,668	64,470
Adjustments [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(921,900)	(921,900)	(2,910,200)
Prepaid expense				(179,521)
Accounts payable and accrued expenses			921,900	2,910,200
Operating liabilities				179,521
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities
NET CHANGE IN CASH AND RESTRICTED CASH
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD
CASH AND RESTRICTED CASH, END OF PERIOD
As Restated [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$ (2,207,020)	(2,207,020)	(5,157,871)
Accounts payable and accrued expenses			1,442,264
Operating liabilities				1,625,064
Net cash provided by (used in) operating activities			958,356	(2,299,215)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities				(2,200)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities			(775,158)	2,772,723
NET CHANGE IN CASH AND RESTRICTED CASH			183,198	471,308
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD			64,470			$ 64,470
CASH AND RESTRICTED CASH, END OF PERIOD			$ 247,668	$ 64,470

[1] The Company determined that it should accrue a liability for potential 2019 sales taxes that might be payable to the states in which it operates as a result of the Wayfair decision (See Note 2 - Sales Tax Liability). Accordingly, the Company accrued a liability of $2,910,200, representing a potential liability for sales taxes and penalties of $2,808,000 and interest expense of $102,200.

[2] The Company adjusted the fair value of ownership interests in Holdco that were transferred to seller and the value of liabilities assumed in the April 5, 2019 acquisition (see Note 10) resulting in a $372,063 reduction in Goodwill; a $192,542 reduction in Additional Paid in Capital, and $179,521 reduction in liabilities assumed, which was recognized as a general and administrative expense.

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Restatement of Financial Statements (Details Textual ) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2019
Restatement of Financial Statements (Textual)
Accrued liability	$ 921,900	$ 2,910,200
Sales taxes and penalties	873,200	2,808,000
Interest expense	$ 48,700	$ 102,200
Description of financial statements		The Company adjusted the fair value of ownership interests in Holdco that were transferred to seller and the value of liabilities assumed in the April 5, 2019 acquisition (see Note 10) resulting in a $372,063 reduction in Goodwill; a $192,542 reduction in Additional Paid in Capital, and $179,521 reduction in liabilities assumed, which was recognized as a general and administrative expense.

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Receivables (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Receivables [Abstract]
Vendor rebates receivable	$ 604,372	$ 1,337,791	$ 1,455,248
Credit cards in process of collection	343,982	660,441
Total receivables	$ 948,354	$ 1,998,232	$ 1,455,248

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Merchandise Inventory (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Total merchandise inventory	$ 6,308,484	$ 5,572,241	$ 1,805,090
Allowance for inventory obsolescence	(425,000)	(425,000)	(425,000)
Merchandise inventory, net	5,883,484	5,147,241	1,380,090
Appliances [Member]
Total merchandise inventory	5,985,757	5,285,975	1,538,552
Furniture [Member]
Total merchandise inventory	249,008	194,852	184,755
Other [Member]
Total merchandise inventory	$ 73,719	$ 91,414	$ 81,783

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Vendor Deposits (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Vendor Deposits (Textual)
Vendor deposits	$ 742,926	$ 547,648	$ 294,960

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Property and Equipment (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Total property and equipment	$ 457,749	$ 331,633	$ 218,486
Accumulated depreciation	(102,168)	(85,685)	(32,880)
Property and equipment, net	355,581	245,948	185,606
Equipment [Member]
Total property and equipment	69,336	69,336	7,376
Warehouse equipment [Member]
Total property and equipment	61,070	61,070	29,188
Furniture and fixtures [Member]
Total property and equipment	512	512	512
Transportation equipment [Member]
Total property and equipment	63,784	63,784	63,784
Leasehold improvements[Member]
Total property and equipment	136,931	$ 136,931	$ 117,626
Construction in Progress [Member]
Total property and equipment	$ 126,116

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Property and Equipment (Details Textual) - USD ($)	3 Months Ended			9 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Apr. 05, 2019	Dec. 31, 2019	Dec. 31, 2020
Property and Equipment (Textual)
Depreciation expense	$ 16,483	$ 10,959	$ 10,000	$ 33,000	$ 53,000

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Intangible Assets (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Customer relationships	$ 749,000	$ 749,000	$ 749,000
Marketing related - tradename	1,368,000	1,368,000	1,368,000
Total intangible assets	2,117,000		2,117,000
Accumulated amortization	(840,912)	(735,063)	(238,156)
Intangible assets, net	$ 1,276,088	$ 1,381,937	$ 1,878,844

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Intangible Assets (Details 1) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2021 (remainder of year)	$ 317,547	$ 423,396
2022	423,396	423,396
2023	423,396	423,396
2024	111,749	111,749
Total	$ 1,276,088	$ 1,381,937

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Intangible Assets (Details Textual) - USD ($)	3 Months Ended			9 Months Ended	12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Apr. 05, 2019	Dec. 31, 2019	Dec. 31, 2020
Intangible Assets (Textual)
Identifiable intangible assets	$ 2,117,000			$ 2,117,000
Weighted average estimated useful life	3 years				3 years 3 months 19 days
Amortization expense	$ 105,849	$ 80,882	$ 0	$ 238,156	$ 496,907

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Accounts Payable and Accrued Expenses (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Trade accounts payable	$ 5,267,392	$ 5,975,486	$ 1,644,216
Sales tax	5,915,910	5,804,100	2,910,200
Accrued payroll liabilities	510,388	492,573	192,305
Accrued interest	10,000	10,000	253,678
Accrued liability for sales returns	200,000	200,000	200,000
Other accrued liabilities	453,132	219,556	175,021
Total accounts payable and accrued expenses	$ 12,356,822	$ 12,701,715	$ 5,375,420

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Business Combination (Details) - Goedeker [Member]	Dec. 31, 2020 USD ($)
Purchase consideration at fair value (as restated):
Note payable, net of $462,102 debt discount and $215,500 of capitalized financing costs	$ 3,637,898
Cash to seller at closing	478,000
Working capital adjustment	(809,000)
Contingent note payable	81,494
Fair value of ownership interest in Holdco transferred to seller	786,981
Amount of consideration	4,175,373
Assets acquired and liabilities assumed at fair value
Accounts receivable	456,183
Inventories	1,851,251
Other assets	295,863
Property and equipment	216,286
Customer related intangibles	749,000
Marketing related intangibles - tradename	1,368,000
Accounts payable and accrued expenses	(3,056,855)
Customer deposits	(2,430,044)
Net tangible assets acquired (liabilities assumed)	(550,316)
Total net assets acquired (liabilities assumed)	(550,316)
Consideration paid	4,175,373
Goodwill	$ 4,725,689

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Business Combination (Details Textual) - USD ($)			12 Months Ended
	Jun. 02, 2020	Apr. 05, 2019	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2021	Mar. 31, 2020
Business Combination (Textual)
Business acquisition purchase price in cash			$ 934,729	$ 471,308	$ 1,309,374	$ 247,668
Write-off contingent liability				32,246
Balance of contingent liability				49,248
Net liabilities assumed			550,316
Goodwill			$ 4,725,689	$ 4,603,953	$ 4,725,689
Contingent consideration due, description			Management reviewed the contingent consideration due at December 31, 2020 and adjusted the balance to the present value of the amount it estimates will be due in April 2022.
Goedeker [Member]
Business Combination (Textual)
Business acquisition purchase price		$ 4,175,373
Business acquisition purchase price in cash		4,100,000
Deemed fair value		$ 3,637,898
Description of promissory note		(ii) up to $600,000 in earn out payments (as described below) with a deemed fair value of $81,494; (iii) a 22.5% ownership interest in Holdco transferred to the Stockholders with a deemed fair value of $786,981, (iv) cash of $478,000, and (v) net of a working capital adjustment of $809,000.
Business acquisition purchase price in cash description		The report issued by that CPA firm determined that Goedeker owed the Company $809,000, which Goedeker has not paid. On or about March 23, 2020, the Company submitted a claim for arbitration to the American Arbitration Association relating to Goedeker's failure to pay. The claim alleged, inter alia, breach of contract, fraud, indemnification and the breach of the covenant of good faith and fair dealing. The Company alleged damages in the amount of $809,000, plus attorneys' fees and costs. The $809,000 is included in other assets in the accompanying balance sheet as of December 31, 2019.
Goedeker Television [Member]
Business Combination (Textual)
Business acquisition purchase price payable earn out payments			$ 81,494
Business acquisition purchase price in cash description	The Company entered into a settlement agreement with Goedeker, Steve Goedeker, Mike Goedeker and 1847 Holdings LLC, the Company’s indirect parent company at such time (“1847 Holdings”). The settlement agreement and the related transaction documents that are exhibits to the settlement agreement were all signed on June 2, 2020 only became effective upon the closing of the IPO on August 4, 2020. Pursuant to the settlement agreement, the parties entered into an amendment and restatement of the 9% subordinated promissory note described below (see Note 13). In addition, the parties agreed that the arbitration action described above would be settled effective upon the closing of the IPO and that each party to such arbitration action would release all claims that it has against the other parties to such action. As part of the settlement of the arbitration action, the Company agreed that the sellers will not have to pay the $809,000 working capital adjustment amount, which resulted in a loss on write-off of acquisition receivable during the year ended December 31, 2020.		Goedeker Business for any applicable period is less than $2,500,000 but greater than $1,500,000, the Company must pay a partial earn out payment to Goedeker in an amount equal to the product determined by multiplying (i) the EBITDA Achievement Percentage by (ii) the applicable earn out payment for such period, where the "Achievement Percentage" is the percentage determined by dividing (A) the amount of (i) the EBITDA of the Goedeker Business for the applicable period less (ii) $1,500,000, by (B) $1,000,000. For avoidance of doubt, no partial earn out payments shall be earned or paid to the extent the EBITDA of the Goedeker Business for any applicable period is equal or less than $1,500,000. For the trailing twelve (12) month period from the closing date, EBITDA for the Goedeker Business was ($2,825,000) so Goedeker is not entitled to an earn our payment for that period.
Earn out payments description			Goedeker is also entitled to receive the following earn out payments to the extent the Goedeker Business achieves the applicable EBITDA (as defined in the asset purchase agreement) targets: 1. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the closing date is $2,500,000 or greater, which target was not met; 2. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the first anniversary of closing date is $2,500,000 or greater, which target the Company does not expect to meet; and 3. An earn out payment of $200,000 if the EBITDA of the Goedeker Business for the trailing twelve (12) month period from the second anniversary of the closing date is $2,500,000 or greater.
Additional consideration description			The applicable earn out payment(s) (or portion thereof) shall be paid on the date that is three (3) years from the closing date, and shall accrue interest from the date on which it is determined Goedeker is entitled to such earn out payment (or portion thereof) at a rate equal to five percent (5%) per annum, computed on the basis of a 360 day year for the actual number of days elapsed.
Note payable, net of debt discount			$ 462,102
Note payable, net of capitalized financing costs			215,500
Minimum [Member]
Business Combination (Textual)
Adjusted value of goodwill			121,736
Maximum [Member]
Business Combination (Textual)
Adjusted value of goodwill			$ 4,725,689

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Lines of Credit (Details) - USD ($)	Aug. 04, 2020	Apr. 05, 2019	Dec. 31, 2020	Dec. 31, 2019	Jun. 24, 2019
Lines of Credit (Textual)
Unamortized debt discount			$ 338,873
Line of credit				$ 571,997
Burnley [Member]
Lines of Credit (Textual)
Loan and security agreement, description		(i) the borrowing base (as defined in the loan and security agreement) or (ii) $1,500,000 minus reserves established Burnley at any time in accordance with the loan and security agreement.
Borrowed amount		$ 744,000
Line of credit principal amount	$ 32,350
Issuance of revolving note		$ 1,500,000
Payoff of principal amount	118,194
Interest of line of credit	42
Prepayment legal of other fees	$ 85,802
Northpoint Commercial Finance LLC [Member]
Lines of Credit (Textual)
Line of credit outstanding					$ 1,000,000
Line of credit				$ 678,993
Interest rate					7.99%

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Notes Payable (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2021 (remainder of year)	$ 499,517	$ 663,339
2022	685,222	685,222
2023	707,826	707,826
2024	731,177	731,177
2025	496,064	496,064
Total	3,119,806	3,283,628
Less: Loan costs	(92,994)	(98,259)
Total	$ 3,026,812	$ 3,185,369

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Notes Payable (Details Textual) - USD ($)				1 Months Ended	3 Months Ended	12 Months Ended
	Sep. 25, 2020	Aug. 04, 2020	Apr. 05, 2019	Mar. 19, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Aug. 25, 2020	Jun. 30, 2020
Notes Payable and Warrant Liability (Textual)
Term loan principal amount			$ 714,286
Outstanding balance					$ 3,347,763
Securities purchase agreement, description				(i) a 10% OID senior secured promissory note in the principal amount of $2,750,000 and (ii) a four-year warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $12.00, subject to adjustments, which may be exercised on a cashless basis, for a purchase price of $2,500,000 each, or $5,000,000 in the aggregate, the relative fair value of which is $1,340,438 and was recorded as debt discount.
Derivative liability									$ 2,250,000
Increase in estimated value of warrants							$ 122,344
Warrant estimated charge						$ 2,127,656
Balance of notes amount							$ 999,201
Comprised of principal					3,119,806
Unamortized loan costs					2,152,237
Unamortized warrant value					1,281,946
Long-term liability					$ 3,119,806
Notes payable maturity date					Dec. 19, 2021
Net proceeds				$ 4,590,000
Conversion, description					Upon, and during the continuance of, an event of default, the notes are convertible, in whole or in part, at the option of the holder into shares of common stock at a conversion price equal to $12.00, or if lower, 80% of the lowest volume weighted average price for the twenty (20) consecutive trading days prior to the applicable conversion date, but in no event less than $9.00.
Gross proceeds not less					$ 10,000,000
Interest rate					10.00%
Unamortized original issue discount					$ 870,291
Small Business Community Capital [Member]
Notes Payable and Warrant Liability (Textual)
Term loan principal amount			$ 1,500,000
Securities purchase agreement, description		The Company used a portion of the proceeds from the IPO to repay the term note in full and the loan and security agreement was terminated. The total payoff amount was $1,122,412 consisting of principal of $1,066,640, interest of $11,773 and prepayment, legal, and other fees of $43,999.	Pursuant to which the Company issued to SBCC a term note in the principal amount of up to $1,500,000 and a ten-year warrant to purchase shares of the most senior capital stock of the Company equal to 5.0% of the outstanding equity securities of the Company on a fully-diluted basis for an aggregate price equal to $100.
Arvest Loan [Member]
Notes Payable and Warrant Liability (Textual)
Term loan principal amount								$ 3,500,000
Outstanding balance						3,185,369
Comprised of principal						3,119,806
Unamortized loan costs						$ 98,259
Loan bears interest rate						3.25%
Increase by interest rate						6.00%
Long-term liability						$ 63,353
Notes payable maturity date					Aug. 25, 2025	Aug. 25, 2025
Payment of monthly loan amount	$ 63,353
Initial Public Offering [Member]
Notes Payable and Warrant Liability (Textual)
Converted to stock		250,000

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Notes Payable, Related Parties (Details) - USD ($)		3 Months Ended	12 Months Ended
	Aug. 04, 2020	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Apr. 05, 2019
Notes Payable, Related Parties (Textual)
Principal amount					$ 714,286
Notes payable maturity date		Dec. 19, 2021
Net unamortized debt discount			$ 338,873
Write-off of unamortized debt costs			168,366
Balance of notes amount				$ 3,300,444
Loss on extinguishment of debt			757,239
Forbearance fee			$ 250,000
Goedeker [Member]
Notes Payable, Related Parties (Textual)
Subordinated promissory note percentage			9.00%
Principal amount			$ 4,100,000
Goedeker [Member] | Initial Public Offering [Member]
Notes Payable, Related Parties (Textual)
Settlement agreement, description	(i) the principal amount of the existing note was increased by $250,000, (ii) upon the closing of the IPO, the Company agreed to make all payments of principal and interest due under the note through the date of the closing, and (iii) from and after the closing, the interest rate of the note was increased from 9% to 12%. In accordance with the terms of the amended and restated note, the Company used a portion of the proceeds from the IPO to pay $1,083,842 of the balance of the note representing a $696,204 reduction in the principal balance and interest accrued through August 4, 2020 of $387,638.

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Convertible Promissory Note (Details) - USD ($)					1 Months Ended		12 Months Ended
	Sep. 02, 2020	Aug. 04, 2020	May 11, 2020	Apr. 05, 2019	Jul. 24, 2020	May 04, 2020	Dec. 31, 2020
Convertible Promissory Note (Textual)
Aggregate principal amount				$ 714,286
Additional purchase of note, description		The Company used a portion of the proceeds from the IPO to repay the note in full. The total payoff amount was $780,653, consisting of principal of $771,431 and interest of $9,222.		(i) 1847 Holdings issued to Leonite 50,000 common shares (valued at $137,500), (ii) 1847 Holdings issued to Leonite a five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis, and (iii) Holdco issued to Leonite shares of common stock equal to a 7.5% non-dilutable interest in Holdco. As of December 31, 2019, the balance of the note was $584,943. As a result of this transaction, Leonite became a related party.
Secured convertible promissory note description			1847 and Leonite entered into a first amendment to secured convertible promissory note, pursuant to which the parties agreed (i) to extend the maturity date of the note to October 5, 2020, (ii) that 1847's failure to repay the note on the original maturity date of April 5, 2020 shall not constitute and event of default under the note and (iii) to increase the principal amount of the note by $207,145, as a forbearance fee. The Company accounted for this transaction as a loss on extinguishment of debt.				The amendment, (i) 1847 Holdings issued to Leonite another five-year warrant to purchase 200,000 common shares at an exercise price of $1.25 per share (subject to adjustment), which may be exercised on a cashless basis and (ii) upon closing of 1847 Holdings' acquisition of Asien's Appliance, Inc., 1847 Holdings' wholly owned subsidiary 1847 Asien Inc. issued to Leonite shares of common stock equal to a 5% interest in 1847 Asien Inc. The Company accounted for the issuance of the 200,000 additional warrants as a $566,711 loss on debt restructuring and an increase in additional paid-in-capital, representing the estimated fair value of the 200,000 additional warrants for a five-year period.
Forbearance fee							$ 250,000
Purchase of warrant description	Pursuant to which the warrant was amended to allow for the exercise of the warrant for 180,000 common shares of 1847 Holdings in exchange for Leonite's surrender of the remaining 20,000 common shares underlying that warrant, as well as all 200,000 common shares underlying the second warrant issued to Leonite on May 11, 2020. On September 18, 2020, Leonite exercised the warrant in accordance with the foregoing for 180,000 common shares of 1847 Holdings. As a result, both warrants have terminated.						1847 Holdings issued 50,000 common shares valued at $137,500 and a debt-discount related to the warrants valued at $292,673. In the second quarter of 2020, the $137,500 value of the shares was transferred from a liability to 1847 Holdings to additional paid-in-capital. The Company amortized $129,343 of financing costs related to the shares and warrants in the year ended December 31, 2020.
Outstanding balance					$ 50,000	$ 100,000
Shares of common stock					50,000	100,000
Transaction cost					$ 50,000	$ 100,000
Loss on conversion of debt					50,000	175,000
Increase in additional paid-in-capital					$ 100,000	$ 275,000
Loss on extinguishment of debt							$ 948,856

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Operating Lease (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease right-of-use asset	$ 3,404,860	$ 1,578,235	$ 2,000,755
Lease liability, current portion	664,043	450,712
Lease liability, long-term	2,803,203	1,127,523
Total operating lease liability	$ 3,467,246	$ 1,578,235
Weighted average remaining lease term (months)	57 years	39 months
Weighted average discount rate	5.90%	6.50%

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Operating Lease (Details 1) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
2021 (remainder of year)	$ 604,279	$ 540,000
2022	923,945	540,000
2023	933,493	540,000
2024	538,041	135,000
2025	413,168
Thereafter	565,936
Total lease payments	3,978,862	1,755,000
Less imputed interest	(511,616)	(176,765)
Total lease liability	$ 3,467,246	$ 1,578,235

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Operating Lease (Details Textual) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
	Jan. 13, 2021	Apr. 05, 2019	Mar. 31, 2021	Dec. 31, 2019	Dec. 31, 2020
Operating Lease (Textual)
Term of lease		5 years
Interest rate on unpaid amount		18.00%
Base rent per month		$ 45,000
Right of use assets	$ 1,954,022		$ 3,404,860	$ 2,000,755
Accrued rent expense			62,386
Rent payments			$ 135,000	$ 397,500	$ 540,000
Lease agreement, description	base rent of $4.35 per square foot per year with 2.5% annual increases and a three-month abatement, resulting in a base rent during the first year of $20,977 per month, increasing to a base rent during the fifth year of $23,147 per month. The Company must also pay its 29% pro rata portion of the property taxes, operating expenses and insurance costs and is also responsible to pay for the utilities used on the premises.		the Company amended the lease agreement with Westgate 200, LLC that increased the space available to the Company. The amendment increased the Company’s share of the pro rata portion property taxes, operating expenses and insurance costs from 29% to 43.4%. The initial term of the lease is extended by one year to April 30, 2027. Monthly rent payments remain at $20,977 until September 30, 2021 and increase to $31,465 per month until April 30, 2022 and then increases at approximately 2.5% per month every year.

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Related Parties (Details) - USD ($)		3 Months Ended		12 Months Ended
	Apr. 05, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Related Parties (Textual)
Management fee		$ 62,500	$ 62,500	$ 250,000	$ 183,790
Service fee to manager		$ 62,500		$ 62,500
Management Services Agreement [Member]
Related Parties (Textual)
Description of gross income	Expected to exceed, 9.5% of 1847 Holdings' gross income with respect to such fiscal year.
Description of offsetting management services agreement	The Company appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500; provided, however, that, (i) pro-rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of 1847 Holdings' gross income with respect to such fiscal year, then the management fee to be paid by the Company for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of 1847 Holdings, until the aggregate amount of the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of 1847 Holdings' gross income with respect to such fiscal year, and (iii) if the aggregate amount the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the aggregate amount of the parent management fee (as defined in the offsetting management services agreement) with respect to such fiscal quarter, then the management fee to be paid by the Company for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by the Company, together with all other management fees paid or to be paid by all other subsidiaries of 1847 Holdings to the Manager, in each case, with respect to such fiscal quarter, does not exceed the parent management fee calculated and payable with respect to such fiscal quarter.

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Stockholders' Deficit (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Stock Option [Member]
Number of Shares Outstanding, beginning balance	555,000	555,000
Number of Shares, Granted		555,000
Number of Shares, Exercised
Number of Shares, Forfeited / Cancelled / Expired
Number of Shares Outstanding, ending balance	555,000	555,000
Number of Shares, Exercisable		65,790
Weighted Average Exercise Price, Outstanding beginning balance	$ 9.00
Weighted Average Exercise Price, Granted		9.00
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price Forfeited / Cancelled / Expired
Weighted Average Exercise Price, Outstanding ending balance	$ 9.00	9.00
Weighted Average Exercise Price, Exercisable		$ 9.00
Weighted Average Contractual Term in Years, Outstanding beginning balance	9 years
Weighted Average Contractual Term in Years, Granted		10 years
Weighted Average Contractual Term in Years, Exercised
Weighted Average Contractual Term in Years, Forfeited / Cancelled / Expired
Weighted Average Contractual Term in Years, Outstanding Ending balance	8 years 9 months	9 years
Weighted Average Contractual Term in Years, Exercisable	8 years 9 months	9 years
Underwriter Warrants [Member]
Number of Shares Outstanding, beginning balance	455,560	55,560
Number of Shares, Granted	400,000	55,560
Number of Shares, Exercised
Number of Shares, Forfeited / Cancelled / Expired
Number of Shares Outstanding, ending balance	455,560	55,560
Weighted Average Exercise Price, Outstanding beginning balance	$ 11.25
Weighted Average Exercise Price, Granted	12.00	11.25
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price Forfeited / Cancelled / Expired
Weighted Average Exercise Price, Outstanding ending balance	$ 11.91	$ 11.25
Weighted Average Contractual Term in Years, Outstanding beginning balance	4 years 6 months
Weighted Average Contractual Term in Years, Granted	4 years	5 years
Weighted Average Contractual Term in Years, Exercised
Weighted Average Contractual Term in Years, Forfeited / Cancelled / Expired
Weighted Average Contractual Term in Years, Outstanding Ending balance	4 years 1 month 6 days	4 years 6 months
Weighted Average Contractual Term in Years, Exercisable		4 years 6 months

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Stockholders' Deficit (Details 1)	12 Months Ended
	Dec. 31, 2020
Underwriter Warrants [Member]
Volatility	46.50%
Risk-free interest rate	0.47%
Dividend yield	0.00%
Expected term	4 years 6 months
Stock Option [Member]
Volatility	46.60%
Risk-free interest rate	0.47%
Dividend yield	0.00%
Expected term	6 years 2 months 30 days

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Stockholders' Deficit (Details 2)	Dec. 31, 2020 USD ($)
Equity [Abstract]
Year Ended December 31, 2020	$ 398,908
2021	483,185
2022	462,024
2023	367,198
2024	136,741
2025
Total stock-based compensation	$ 1,848,056

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Stockholders' Deficit (Details Textual) - USD ($)				1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 04, 2020	Jul. 30, 2020	Apr. 05, 2019	Mar. 19, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 10, 2019
Stockholders' Deficit (Textual)
Common stock ,authorized					200,000,000	200,000,000	200,000,000
Common stock, par value					$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized					20,000,000	20,000,000	20,000,000
Preferred stock, par value					$ 0.0001	$ 0.0001	$ 0.0001
Certificate of incorporation, description		The Company established the 1847 Goedeker Inc. 2020 Equity Incentive Plan (the “Plan”). The Plan was approved by the Company’s board of directors and stockholders on April 21, 2020. The Plan is administered by compensation committee of the board of directors. The Plan permits the grant of restricted stock, stock options and other forms of incentive compensation to the Company’s officers, employees, directors and consultants. As of March 31, 2021, the maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan was 555,000 shares and there were 555,000 shares granted.
Common stock, shares outstanding					6,111,200	6,111,200	4,750,000
Options issued to purchase of common stock						555,000
Option expense					$ 124,575	$ 398,908
Remaining compensation expense					$ 1,324,573	$ 1,449,148
Common stock, shares issued					6,111,200	6,111,200	4,750,000
Shares issued during the period, shares	1,111,200				1,848,056
Shares issued during the period	$ 10,000,800				$ 555,000	$ 1,848,056
Underwriting commission and expenses	$ 8,602,166
Warrants [Member]
Stockholders' Deficit (Textual)
Certificate of incorporation, description	The Company issued warrants for the purchase of 55,560 shares of common stock to affiliates of the representative in the IPO. These warrants are exercisable at any time and from time to time, in whole or in part, beginning on January 26, 2021 until July 30, 2025, at a per share exercise price equal to $11.25.		The Company issued to SBCC a ten-year warrant to purchase shares of the most senior capital stock of the Company equal to 5.0% of the outstanding equity securities of the Company on a fully-diluted basis for an aggregate price equal to $100. SBCC exercised this warrant for the purchase of 250,000 shares of common stock on August 4, 2020.	the Company issued four-year warrants to purchase an aggregate of 400,000 shares of common stock to two investors at an exercise price of $12.00, subject to adjustments, which may be exercised on a cashless basis (See Note 10).
Common Stock [Member]
Stockholders' Deficit (Textual)
Share price per share								$ 1.00

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Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies (Textual)
Asset purchase agreement, description	Pursuant to the asset purchase agreement, Goedeker entitled to receive an earn out payment of $200,000 if the EBITDA (as defined in the asset purchase agreement) of the Goedeker Business for the trailing twelve (12) month period from April 5, 2022 is $2,500,000 or greater, and may be entitled to receive a partial earn out payment if the EBITDA of the Goedeker Business is less than $2,500,000 but greater than $1,500,000.

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Income Taxes (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Current Federal and State
Deferred Federal and State			698,303	(698,303)
Total provision (benefit) for income taxes		$ (435,000)	$ 698,303	$ (698,303)

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Income Taxes (Details 1) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal tax			$ (4,382,602)	$ (1,229,797)
State tax, net of Federal benefit			(891,129)	(250,059)
Change in warrant value			537,535
Write-off of acquisition and other receivables			238,540
Other			108,439	71,971
Valuation allowance			5,087,396	5,087,396
Total income tax provision (benefit)		$ (435,000)	$ 698,303	$ (698,303)
Effective tax rate			(3.30%)	11.92%

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Income Taxes (Details 2) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets
Inventory	$ 107,398	$ 107,398
Accrued expenses	1,589,889	792,845
Interest limitation	319,698	191,886
Other	6,597
Lease liability	398,820	505,591
Loss carryforward	3,791,146	339,287
Valuation allowance	(5,796,978)	(709,582)
Total deferred tax assets	416,595	1,227,425
Deferred tax liabilities
Other		(94)
Right of use assets	(398,820)	(505,591)
Intangibles	(17,775)	(23,437)
Total deferred tax liabilities	(416,595)	(529,122)
Total net deferred income tax assets (liabilities)		$ 698,303

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Income Taxes (Details 3) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net deferred tax asset (liability)	$ 5,796,978	$ 1,407,885
Valuation allowance	$ (5,796,978)	$ (709,852)

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Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 15,002,557	$ 1,593,680
Net change in the valuation allowance	$ 4,377,815	$ 709,582
Expected rate of cumulative tax effect	25.70%	25.70%

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Subsequent Events (Details) - Subsequent Event [Member] - USD ($)		1 Months Ended
	Jan. 13, 2021	Mar. 19, 2021
Subsequent Events (Textual)
Purchase agreement, description		(i) in existence or committed on the closing date and which the Company has informed each Purchaser in writing prior to the closing date, (ii) in regard to transactions with unaffiliated third parties, made in the ordinary course of business, or (iii) in regard to transactions with unaffiliated third parties, not in excess of $50,000; or
Securities purchase agreement, description		The Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with two institutional investors (each, a "Purchaser" and together, the "Purchasers"), pursuant to which the Company issued to each Purchaser (i) a 10% OID senior secured promissory note in the principal amount of $2,750,000 (together, the "Notes") and (ii) a four-year warrant to purchase 200,000 shares of the Company's common stock at an exercise price of $12.00, subject to adjustments, which may be exercised on a cashless basis (together, the "Warrants"), for a purchase price of $2,500,000 each, or $5,000,000 in the aggregate. After deducting a placement fee and other expenses, the Company received net proceeds of $4,590,000.
Bear interest		10.00%
Maturity date		Dec. 19, 2021
Total Gross proceeds		$ 10,000,000
Note conversion price, description		The Company's assets and contain customary events of default. Upon, and during the continuance of, an event of default, the Notes are convertible, in whole or in part, at the option of the holder into shares of common stock at a conversion price equal to $12.00, or if lower, 80% of the lowest volume weighted average price for the twenty (20) consecutive trading days prior to the applicable conversion date, but in no event less than $9.00. The conversion price will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock. In addition, if the Company sells or grants any common stock or securities convertible into or exchangeable for common stock or grants any right to reprice such securities at an effective price per share that is lower than the then conversion price, the conversion price shall be reduced to such price, subject to certain exceptions set forth in the Notes.
Lease agreement, description	The Company entered into a lease agreement with Westgate 200, LLC for a new premises in St. Charles, Missouri. The lease is for a term of 63 months with two (2) options to renew for additional five (5) year periods and provides for a base rent of $4.35 per square foot per year with 2.5% annual increases and a three-month abatement, resulting in a base rent during the first year of $20,976.79 per month, increasing to a base rent during the fifth year of $23,146.80 per month. The Company must also pay its 29% pro rata portion of the property taxes, operating expenses and insurance costs and is also responsible to pay for the utilities used on the premises. In the event of late payment, interest shall accrue on the unpaid amount at the rate equal to the greater of (i) two (2) percentage points in excess of the prime lending rate as established by U.S. Bank, N.A., or (ii) the default rate applicable to the first priority mortgage in effect at the time such default interest rate is imposed.
Percentage of common stock outstanding		4.99%
Exceeds of common stock outstanding		9.99%