NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021 AND 2020
(UNAUDITED)
NOTE
1—ORGANIZATION AND NATURE OF BUSINESS
1847
Goedeker Inc. (“1847 Goedeker”) was formed under the laws of the State of Delaware on January 10, 2019 for the sole purpose
of acquiring the business of Goedeker Television Co. Prior to the acquisition, 1847 Goedeker did not have any operations other than operations
relating to its incorporation and organization.
On
April 5, 2019, 1847 Goedeker 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, 1847 Goedeker acquired the former business of
Goedeker and continues to operate this business.
On
October 20, 2020, 1847 Goedeker formed Appliances Connection Inc. (“ACI”) as a wholly owned subsidiary in the State of Delaware.
On
June 2, 2021, ACI acquired all of the issued and outstanding capital stock or other equity securities of 1 Stop Electronics Center, Inc.,
a New York corporation (“1 Stop”), Gold Coast Appliances, Inc., a New York corporation (“Gold Coast”), Superior
Deals Inc., a New York corporation (“Superior Deals”), Joe’s Appliances LLC, a New York limited liability company (“Joe’s
Appliances”) and YF Logistics LLC, a New Jersey limited liability company (“YF Logistics,” and collectively with 1
Stop, Gold Coast, Superior Deals, and Joe’s Appliances, “Appliances Connection”). See Note 9.
On July 6, 2021, 1847 Goedeker formed AC Gallery
Inc. (“AC Gallery”) as a wholly owned subsidiary in the State of Delaware.
On
July 29, 2021, AC Gallery acquired substantially all the assets and assumed substantially all the liabilities of Appliance Gallery, Inc.,
a retail appliance store in Largo, FL (“Appliance Gallery”). As a result of this transaction, AC Gallery acquired the former
business of Appliance Gallery and continues to operate this business. See Note 9.
1847 Goedeker and its consolidated subsidiaries
(collectively, the “Company”) operate an industry leading e-commerce destination for appliances, furniture, and home goods.
Through its June 2021 acquisition of Appliances Connection, the Company created one of the largest pure-play online retailers of household
appliances in the United States. With warehouse fulfillment centers in the Northeast and Midwest, as well as showrooms in Brooklyn, New
York, St. Louis, Missouri, and Largo, Florida the Company offers one-stop shopping for national and global brands. The Company carries
many household name-brands, including Bosch, Cafe, Frigidaire Pro, Whirlpool, LG, and Samsung, and also carries many major luxury appliance
brands such as Miele, Thermador, La Cornue, Dacor, Ilve, Jenn-Air and Viking, among others. The Company also sells furniture, fitness
equipment, plumbing fixtures, televisions, outdoor appliances, and patio furniture, as well as commercial appliances for builder and business
clients.
NOTE
2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
unaudited condensed consolidated financial statements of the Company 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
nine months ended September 30, 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.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
Principles
of Consolidation
The
unaudited condensed consolidated financial statements include the accounts of 1847 Goedeker and its consolidated subsidiaries, ACI, 1
Stop, Gold Coast, Superior Deals, Joe’s Appliances, YF Logistics and AC Gallery. 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.
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 September 30, 2021, restricted cash includes
approximately $0.2 million to secure vendor letters of credit and $7.8 million withheld by credit card processors as security for the
Company’s customer refund claims and credit card chargebacks. 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’s performance obligation is to deliver the customer’s order. Each customer order generally contains only one performance
obligation based on the merchandise sale to be delivered, at which time revenue is recognized.
Control of the delivery transfers to customers
when the customer can direct the use of, and obtain substantially all the benefits from, the Company’s products, which generally
occurs when the customer assumes the risk of loss. The risk of loss shifts to the customer at different times depending on the method
of delivery. The Company delivers products to its customers in three possible ways. The first way is through a shipment of the products
through a third-party carrier from the Company’s warehouse to the customer (a “Company Shipment”). The second way is
through a shipment of the products through a third-party carrier from a warehouse other than the Company’s warehouse to the customer
(a “Drop Shipment”) and the third way is where the Company itself delivers the products to the customer and often also installs
the product (a “Local Delivery”). In the case of a Local Delivery, the Company loads the product on to its own trucks and
delivers and installs the product at the customer’s location. When a product is delivered through a Local Delivery, risk of loss
passes to the customer at the time of installation and revenue is recognized upon installation at the customer’s location. In the
case of a Company Shipment and a Drop Shipment, the delivery to the customer is made free on board, or FOB, shipping point (whether from
the Company’s warehouse or a third party’s warehouse). Therefore, risk of loss and title transfers to the customer once the
products are shipped (i.e., leaves the Company’s warehouse or a third-party’s warehouse). After shipment and prior to delivery,
the customer is able to redirect the product to a different destination, which demonstrates the customer’s control over the product
once shipped. Once the risk of loss has shifted to the customer, the Company has satisfied its performance obligation and the Company
recognizes revenue.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
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 (homeowners), builders and designers.
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 (in thousands):
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Appliance sales
|
|
$
|
130,837
|
|
|
$
|
8,992
|
|
|
$
|
197,416
|
|
|
$
|
28,327
|
|
Furniture sales
|
|
|
5,880
|
|
|
|
3,555
|
|
|
|
14,393
|
|
|
|
7,605
|
|
Other sales
|
|
|
5,150
|
|
|
|
888
|
|
|
|
7,828
|
|
|
|
2,465
|
|
Total
|
|
$
|
141,867
|
|
|
$
|
13,435
|
|
|
$
|
219,637
|
|
|
$
|
38,397
|
|
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.
Receivables
Receivables
consists of customer’s balance payments for which the Company extends credit to certain homebuilders and designers based on prior
business relationship, and vendor rebate receivables. Vendor rebates receivable represent amounts due from manufactures from whom the
Company purchases products. Rebates receivable are stated at the amount that management expects to collect from manufacturers (vendors).
Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either
in cash or through issuance of vendor credit memos, which can be applied against vendor accounts payable. Based on the Company’s
assessment of the credit history with its manufacturers, it has concluded that there should be no allowance for uncollectible accounts.
The
Company historically collects substantially all its trade receivables from customers and bad debt expense has been historically immaterial
to the condensed consolidated financial statements. Uncollectible balances are expensed in the period it is determined to be uncollectible.
The Company had no significant concentrations of receivables balances as of September 30, 2021 and December 31, 2020.
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.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
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)
|
Furniture and
fixtures
|
|
7
|
Machinery and equipment
|
|
5-7
|
Office equipment
|
|
5-7
|
Transportation equipment
|
|
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 and nine months ended September 30, 2021 and
2020.
Intangible
Assets
As
of September 30, 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. 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. Impairments
for the nine months ended September 30, 2021 were $1.4 million due to an abandonment of certain right of use assets. There were no impairments
for the nine months ended September 30, 2020.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
Long-Lived
Assets
The
Company reviews its property and equipment and any identifiable intangibles (including right of use assets) 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. There were no impairments for the nine months ended September 30, 2021 and 2020.
Lease
Liabilities
Lease
liabilities and their corresponding right of use 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 right of use asset for impairment whenever events or changes in circumstances indicate that the carrying amount of
the right of use asset may not be recoverable. When such events occur, the Company compares the carrying amount of the right of use asset
to the undiscounted expected future cash flows related to the right of use 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 right
of use asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable
to the right of use 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 customer if the order is subsequently cancelled.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
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.
In
the second quarter of 2021, the Company acquired Appliances Connection. Appliances Connection has a history of profitable operations.
As such, the Company determined that it was more likely than not that it would have profitable operations in the future and therefore
be able to realize the deferred tax assets and accordingly reversed the allowance for deferred tax assets at June 30, 2021.
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 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 September 30, 2021 and December 31, 2020, the amount
of such accrual was $18.2 million and $5.8 million, respectively. The amount of sales tax liability acquired in the Appliances Connection
transaction was $11.0 million plus accrued interest of $1.0 million, which are included in accounts payable and accrued expenses.
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 and nine months ended September 30, 2021,
the potentially dilutive securities were warrants for the purchase of 92,514,423 shares of common stock and options for the purchase
of 705,000 shares of common stock. At September 30, 2020 there were warrants for the purchase of 55,560 shares of common stock and options
for the purchase of 483,158 shares of common stock. These potentially dilutive securities were excluded from diluted loss per share.
For the three and nine months ended September 30, 2021, 25,413,437 and 11,773,834 of shares from the above option and warrants were included
in the dilutive earnings per share, respectively.
Reclassifications
Certain
accounts have been reclassified to conform with classifications adopted in the period ended September 30, 2021. Such reclassifications
had no effect on net earnings or financial position.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
Impact
of COVID-19
In
December 2019, a novel strain of coronavirus (“COVID-19”) emerged in China. On March 11, 2020, the World Health Organization
declared the outbreak of COVID-19 a pandemic. The extent of the COVID-19 pandemic’s continued effect on the Company’s operational
and financial performance and those of third parties on which the Company relies will depend on future developments, including the effectiveness
of vaccines and other treatments for COVID-19, and other new information that may emerge concerning the severity of the pandemic and
steps taken to contain the pandemic or treat its impact, among others. The ultimate impact of the COVID-19 pandemic is highly
uncertain and subject to change. The Company does not yet know the full extent of potential impacts on its business and financing. However,
these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of
the third parties on which the Company relies.
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 unaudited condensed consolidated financial statements are issued or available to be issued, which is referred
to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably
knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions,
including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs
and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable,
management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures
to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within
the look-forward period.
For
the nine months ended September 30, 2021, the Company had operating profit of $2.0 million, $18.3 million of cash flow used in operations,
and working capital of $20.0 million. Additionally, the Company had $27.2 million of unrestricted cash at September 30, 2021. On June
2, 2021, the Company completed the acquisition of Appliances Connection. Appliances Connection has historically been profitable; however,
less than 4 months of their operations are included in results for the nine months ended September 30, 2021.
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 at least one year from the date of the filing of these unaudited condensed
consolidated financial statements.
The
impact of COVID-19 on the Company’s business has been considered in these assumptions; however, 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.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
Recent
Accounting Pronouncements
Recently
Adopted
In
August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the
Disclosure Requirements for Fair Value Measurement, 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
3—RECEIVABLES
At September 30, 2021 and December 31, 2020, receivables
consisted of the following (in thousands):
|
|
September 30,
2021
|
|
|
December 31, 2020
|
|
Trade receivables from customers
|
|
$
|
12,551
|
|
|
$
|
-
|
|
Vendor rebates receivable
|
|
|
7,499
|
|
|
|
1,338
|
|
Credit cards in process of collection
|
|
|
135
|
|
|
|
660
|
|
Other receivables
|
|
|
3,833
|
|
|
|
-
|
|
Total receivables
|
|
$
|
24,018
|
|
|
$
|
1,998
|
|
NOTE
4—MERCHANDISE INVENTORY
At September 30, 2021 and December 31, 2020,
the inventory balances are composed of the following (in thousands):
|
|
September 30,
2021
|
|
|
December 31, 2020
|
|
Appliances
|
|
$
|
34,317
|
|
|
$
|
5,286
|
|
Furniture
|
|
|
1,903
|
|
|
|
195
|
|
Other
|
|
|
1,984
|
|
|
|
91
|
|
Total merchandise inventory
|
|
|
38,204
|
|
|
|
5,572
|
|
Allowance for inventory obsolescence
|
|
|
(425
|
)
|
|
|
(425
|
)
|
Merchandise inventory, net
|
|
$
|
37,779
|
|
|
$
|
5,147
|
|
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
NOTE
5—VENDOR DEPOSITS
Deposits
with vendors represent cash on deposit with one vendor arising from accumulated rebates paid by the vendor. The deposits are used by
the vendor to seek to secure the Company’s purchases. The deposit can be withdrawn at any time up to the amount of the Company’s
credit line with the vendor. Alternatively, the Company could secure their credit line with a floor plan line from a lender and withdraw
all its deposits. The Company has elected to leave the deposits with the vendor on which it earns interest income.
Vendor deposits as of September 30, 2021 and December
31, 2020 were $12.1 million and $0.5 million, respectively.
NOTE
6—PROPERTY AND EQUIPMENT
Property and equipment consist of the following
at September 30, 2021 and December 31, 2020 (in thousands):
|
|
September 30,
2021
|
|
|
December 31, 2020
|
|
Equipment
|
|
$
|
88
|
|
|
$
|
69
|
|
Warehouse equipment
|
|
|
374
|
|
|
|
61
|
|
Furniture and fixtures
|
|
|
8
|
|
|
|
1
|
|
Transportation equipment
|
|
|
1,418
|
|
|
|
64
|
|
Leasehold improvements
|
|
|
216
|
|
|
|
137
|
|
Construction in progress
|
|
|
693
|
|
|
|
-
|
|
Total property and equipment
|
|
|
2,797
|
|
|
|
332
|
|
Accumulated depreciation
|
|
|
(277
|
)
|
|
|
(86
|
)
|
Property and equipment, net
|
|
$
|
2,520
|
|
|
$
|
246
|
|
Depreciation expense for the nine months ended
September 30, 2021 and 2020 was $0.2 million and $0.03 million, respectively.
All
property and equipment are pledged to secure the Loans described below (See Note 10).
On
June 30, 2021, the Company closed its old warehouse and retail showroom in anticipation of relocating to a new facility. Accordingly,
the Company wrote the remaining right of use asset and related leasehold improvements as of that date.
NOTE
7—INTANGIBLE ASSETS AND GOODWILL
The
following provides a breakdown of identifiable intangible assets as of September 30, 2021 and December 31, 2020 (in thousands):
|
|
September 30,
2021
|
|
|
December 31, 2020
|
|
Customer relationships
|
|
$
|
26,549
|
|
|
$
|
749
|
|
Marketing related - tradename
|
|
|
25,704
|
|
|
|
1,368
|
|
Total intangible assets
|
|
|
52,253
|
|
|
|
2,117
|
|
Accumulated amortization
|
|
|
(4,395
|
)
|
|
|
(735
|
)
|
Intangible assets, net
|
|
$
|
47,858
|
|
|
$
|
1,382
|
|
In connection with the acquisition of Goedeker,
the Company identified intangible assets of $2.1 million, representing trade names and customer relationships. For the Appliances Connection
acquisition, the Company preliminarily identified intangible assets of trade names and customer relationships. These assets are being
amortized on a straight-line basis over their weighted average estimated useful life of 5.0 years. Amortization expense for the three
months ended September 30, 2021 and 2020 was $3.4 million and $0.08 million, respectively. For the nine months ended September 30, 2021
and 2020, amortization expense was $3.7 million and $0.2 million, respectively.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
At
September 30, 2021, estimated annual amortization expense for each of the next five years is as follows (in thousands):
2021 (remainder of year)
|
|
$
|
2,613
|
|
2022
|
|
|
10,451
|
|
2023
|
|
|
10,451
|
|
2024
|
|
|
10,139
|
|
2025
|
|
|
10,027
|
|
Thereafter
|
|
|
4,177
|
|
Total
|
|
$
|
47,858
|
|
Following is a summary
of goodwill (in thousands):
Balance December 31, 2020
|
|
$
|
4,726
|
|
Preliminary goodwill from acquisition of Appliances Connection
|
|
|
177,875
|
|
Preliminary goodwill from acquisition of Appliances Gallery
|
|
|
1,167
|
|
Balance September 30, 2021
|
|
$
|
183,768
|
|
NOTE
8—ACCOUNTS PAYABLE AND ACCRUED EXPENSES
The following is schedule of accounts payable
and accrued expenses at September 30, 2021 and December 31, 2020 (in thousands):
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
Trade accounts payable
|
|
$
|
37,845
|
|
|
$
|
5,975
|
|
Sales tax
|
|
|
23,836
|
|
|
|
5,804
|
|
Accrued payroll liabilities
|
|
|
1,527
|
|
|
|
493
|
|
Accrued interest
|
|
|
210
|
|
|
|
10
|
|
Accrued liability for sales returns
|
|
|
200
|
|
|
|
200
|
|
Other accrued liabilities
|
|
|
4,395
|
|
|
|
220
|
|
Total accounts payable and accrued expenses
|
|
$
|
68,013
|
|
|
$
|
12,702
|
|
NOTE
9—BUSINESS COMBINATIONS
Appliances
Connection
On
October 20, 2020, the Company entered into a securities purchase agreement, which was amended on December 8, 2020 and April 6, 2021 (as
amended, the “AC Purchase Agreement”), with ACI, Appliances Connection and the sellers set forth on Exhibit A thereto (the
“Sellers”), pursuant to which ACI agreed to acquire all of the issued and outstanding capital stock or other equity securities
of Appliances Connection from the Sellers (the “AC Acquisition”). The AC Acquisition was completed on June 2, 2021.
The aggregate purchase
price is $222.0 million (subject to adjustment), consisting of (i) $180.0 million in cash (subject to adjustment), (ii) 2,333,333 shares
of the Company’s common stock having a stated value that is equal to $21.0 million and (iii) 3,562,640 shares of the Company’s
common stock, which is equal to (A) $21.0 million divided by (B) the average of the closing price of the Company’s common stock
(as reported on NYSE American) for the 20 trading days immediately preceding the 3rd trading day prior to the closing date of the AC Acquisition.
The purchase price was
subject to a closing net working capital adjustment provision and a post-closing net working capital adjustment provision. As a result
of these adjustments, the cash portion of the purchase price paid was $212.6 million.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
The
Company accounted for the AC Acquisition using the acquisition method of accounting in accordance with FASB ASC Topic 805 “Business
Combinations”. In accordance with ASC 805, the Company used its best estimates and assumptions to assign fair value to the tangible
and intangible assets acquired and liabilities assumed at the acquisition date.
The fair value of the purchase consideration issued
to Appliances Connection was allocated to the net tangible assets acquired. The Company accounted for the AC 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
preliminary fair value of the net assets to be acquired is $47.0 million.
The excess of the aggregate estimated fair value of the net tangible assets, $177.9 million,
has been allocated to provisional goodwill.
The
table below represents the estimated preliminary purchase price allocation to the net assets acquired, as well as the associated estimated
useful lives of the acquired intangible assets.
Provisional purchase consideration at preliminary fair value (in thousands):
|
|
|
|
Cash consideration
|
|
$
|
180,000
|
|
Share issuance
|
|
|
12,264
|
|
Working capital adjustment paid to sellers
|
|
|
27,597
|
|
Working capital adjustment due to sellers
|
|
|
5,000
|
|
Amount of consideration
|
|
$
|
224,861
|
|
|
|
|
|
|
Assets acquired and liabilities assumed at preliminary fair value
|
|
|
|
|
Cash
|
|
$
|
5,897
|
|
Accounts receivable
|
|
|
19,403
|
|
Inventories
|
|
|
20,484
|
|
Vendor deposits
|
|
|
15,000
|
|
Other assets
|
|
|
2,194
|
|
Property and equipment
|
|
|
1,891
|
|
Right of use operating lease assets
|
|
|
1,834
|
|
Customer relationships
|
|
|
25,800
|
|
Marketing related - tradename
|
|
|
24,336
|
|
Accounts payable and accrued expenses
|
|
|
(43,633
|
)
|
Customer deposits
|
|
|
(13,138
|
)
|
Finance lease obligation
|
|
|
(215
|
)
|
Net deferred tax liabilities
|
|
|
(9,506
|
)
|
Operating lease liability
|
|
|
(1,834
|
)
|
Notes payable
|
|
|
(1,527
|
)
|
Total net assets acquired
|
|
$
|
46,986
|
|
Consideration paid
|
|
|
224,861
|
|
Preliminary goodwill
|
|
$
|
177,875
|
|
Appliance
Gallery
On
July 6, 2021, AC Gallery entered into an asset purchase agreement, which was amended on July 21, 2021 and July 29, 2021 (as amended,
the “Gallery Purchase Agreement”), with Appliance Gallery, pursuant to which AC Gallery agreed to acquire substantially all
the assets and assumed substantially all the liabilities of Appliance Gallery (the “Gallery Acquisition”). The Gallery Acquisition
was completed on July 29, 2021.
Pursuant to the Gallery
Purchase Agreement, the total purchase price is $1.7 million in cash, subject to certain adjustments at closing. As a result of these
adjustments, the purchase price paid at closing was $1.4 million.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
The Company accounted for the Gallery Acquisition
using the acquisition method of accounting in accordance with FASB ASC Topic 805 “Business Combinations”. In accordance with
ASC 805, the Company used its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities
assumed at the acquisition date.
The fair value of the purchase consideration issued
to Appliances Gallery was allocated to the net tangible assets acquired. The Company accounted for the Gallery 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
preliminary fair value of the net assets to be acquired was $0.3 million. The excess of the aggregate estimated fair value of the net
tangible assets, plus $0.02 million of seller expenses paid by the Company, of $1.2 million has been allocated to provisional goodwill.
The table below represents the estimated preliminary
purchase price allocation to the net assets acquired, as well as the associated estimated useful lives of the acquired intangible assets.
Provisional purchase consideration at fair value (in thousands):
|
|
|
|
Cash consideration
|
|
$
|
1,420
|
|
Amount of consideration
|
|
$
|
1,420
|
|
Assets acquired and liabilities assumed at preliminary fair value
|
|
|
|
|
Inventory
|
|
|
483
|
|
Prepaid assets
|
|
|
6
|
|
Property and equipment
|
|
|
19
|
|
Customer deposits
|
|
|
(255
|
)
|
Net tangible assets acquired
|
|
$
|
253
|
|
|
|
|
|
|
Total net assets acquired
|
|
$
|
253
|
|
Consideration paid
|
|
|
1,420
|
|
Preliminary goodwill
|
|
$
|
1,167
|
|
Pro forma
The following unaudited proforma results of operations
are presented for information purposes only. The unaudited proforma results of operations are not intended to present actual results that
would have been attained had the AC Acquisition been completed as of January 1, 2020, or to project potential operating results as of
any future date or for any future periods. Appliances Connection revenue and net income in the condensed consolidated statements of operations
for the three and nine months ended September 30, 2021 was $129.3 million and $15.1 million and $177.1 million and $20.0 million, respectively.
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
(in thousands, except share and per share data)
|
|
Product sales, net
|
|
$
|
141,867
|
|
|
$
|
102,201
|
|
|
$
|
404,953
|
|
|
$
|
260,443
|
|
Net income (loss)
|
|
$
|
3,946
|
|
|
$
|
(657
|
)
|
|
$
|
31,128
|
|
|
$
|
(3,196
|
)
|
Amortization of intangibles included in net income (loss) (b)
|
|
$
|
2,507
|
|
|
$
|
2,507
|
|
|
$
|
7,520
|
|
|
$
|
7,520
|
|
Basic earnings per share
|
|
$
|
0.04
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.03
|
)
|
Diluted earnings per share (a)
|
|
$
|
0.03
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.31
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic number of shares
|
|
|
106,387,331
|
|
|
|
105,335,084
|
|
|
|
105,335,084
|
|
|
|
105,335,084
|
|
Diluted number of shares
|
|
|
131,787,293
|
|
|
|
105,335,084
|
|
|
|
105,335,084
|
|
|
|
105,335,084
|
|
|
(a)
|
Assumes shares outstanding at offering were outstanding for all periods and that warrant price is equal
to the offering price resulting in no diluted shares.
|
|
(b)
|
Represents amortization of the identified intangible assets acquired in the Appliances Connection acquisition.
|
|
(c)
|
Appliance Gallery pro forma is not included in the table above as it was determined to be immaterial.
|
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
The Company believes that as a result of the Appliances
Connection acquisition, it acquired identified intangible assets which will reduce goodwill. The nature and amount of intangible assets
acquired will be determined by a valuation report, but the amount of any intangible assets will create an additional deferred tax liability
increasing the amount of goodwill as there is no tax basis in goodwill or intangible assets. The Company estimates that goodwill will
increase by approximately $9.5 million for the tax effect of net assets acquired.
NOTE 10—NOTES PAYABLE
Credit Facilities
On June 2, 2021, the Company and ACI, as borrowers,
entered into a credit and guaranty agreement (the “Credit Agreement”) with Appliances Connection and certain other subsidiaries
of the Company party thereto from time to time as guarantors (the “Guarantors”), the financial institutions party thereto
from time to time (“Lenders”), and Manufacturers and Traders Trust Company, as sole lead arranger, sole book runner, administrative
agent and collateral agent (“M&T), pursuant to which the Lenders have agreed to make available to the Company and ACI senior
secured credit facilities in the aggregate initial amount of $70.0 million, including (i) a $60.0 million term loan (the “Term Loan”)
and (ii) a $10.0 million revolving credit facility (the “Revolving Loan”), which revolving credit facility includes a $2.0
million swingline subfacility (the “Swing Line Loan” and together with the Term Loan and the Revolving Loan, the “Loans”)
and a $2.0 million letter of credit subfacility, in each case, on the terms and conditions contained in the Credit Agreement. On June
2, 2021, the Company borrowed the entire amount of the Term Loan and issued term loan notes to the Lenders in the aggregate principal
amount of $60.0 million. As of September 30, 2021, the Company has not made any loans under the Revolving Loan. As of September 30, 2021,
the outstanding balance of the Term Loan is $55.0 million, comprised of principal of $58.5 million, net of unamortized loan costs of $3.5
million. Loan costs before amortization included $3.5 million of lender and placement agent fees and $0.3 million of legal other fees.
The Company classified $6.0 million as a current liability and the balance as a long-term liability.
Each of the Loans matures on June 2, 2026. The
Loans will bear interest on the unpaid principal amount thereof as follows: (i) if it is a Loan bearing interest at a rate determined
by the Base Rate (as defined in the Credit Agreement), then at the Base Rate plus the Applicable Margin (as defined in the Credit Agreement)
for such Loan; (ii) if it is a Loan bearing interest at a rate determined by the LIBOR Rate (as defined in the Credit Agreement), then
at the LIBOR Rate plus the Applicable Margin for such Loan; and (iii) if it is a Swing Line Loan, then at the rate applicable to Loans
bearing interest at a rate determined by the Base Rate. The Term Loan initially bears interest at the LIBOR Rate plus Applicable Margin
(3.9%), with an initial interest period of six months. The Company may elect to continue or convert the existing interest rate benchmark
for the Term Loan from LIBOR Rate to Base Rate, and may elect the interest rate benchmark for future Revolving Loans as either LIBOR Rate
or Base Rate (and, with respect to any Loan made at the LIBOR Rate, may also select the interest period applicable to any such Loan),
by notifying M&T and Lenders from time to time in accordance with the provisions of the Credit Agreement. Notwithstanding the foregoing,
following an event of default, the Loans will bear interest at a rate that is 2% per annum higher than the interest rate then in effect
for the applicable Loan.
The Company must repay the principal amount of
the Term Loan in quarterly installments of $1.5 million each, payable on the last business day of each March, June, September and December,
commencing on September 30, 2021. The remaining unpaid principal amount of the Term Loan must be repaid on the maturity date, unless payment
is sooner required by the Credit Agreement. Mandatory repayments of amounts borrowed under the Revolving Loan facility are required only
if the amount borrowed at any time exceeds the commitment amount. Amounts borrowed under Revolving Loans may be repaid and reborrowed
at any time until the maturity date.
The Company may voluntarily prepay the Loans from
time to time in accordance with the provisions of the Credit Agreement, and will be required to prepay the Loans under certain limited
circumstances as set forth in the Credit Agreement, including upon receipt of cash proceeds in connection with certain specified asset
sales, receipt of insurance or condemnation proceeds or other cash proceeds received other than in the ordinary course of business or
upon receipt of cash proceeds from the incurrence of indebtedness that is not permitted under the Credit Agreement, all as more specifically
set forth in the Credit Agreement.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
Under the Credit Agreement, the Company is required
to pay certain fees to M&T, including a commitment fee of up to 0.5% per annum with respect to the unused portion of the Lenders’
revolving loan commitments, determined as set forth in the Credit Agreement, and certain fees in connection with the issuance of any letters
of credit under the Credit Agreement.
The Credit Agreement contains customary representations,
warranties, affirmative and negative financial and other covenants, including leverage ratio and fixed charge coverage ratios, and events
of default for loans of this type. The Loans are guaranteed by the Guarantors and are secured by a first priority security interest in
substantially all of the assets of the Company, ACI and the Guarantors.
Maturities of the Term Loan are as follows (in
thousands):
For the years ended December 31,
|
|
Amount
|
|
2021 (remainder of year)
|
|
$
|
1,500
|
|
2022
|
|
|
6,000
|
|
2023
|
|
|
6,000
|
|
2024
|
|
|
6,000
|
|
2025
|
|
|
6,000
|
|
Thereafter
|
|
|
33,000
|
|
Total
|
|
|
58,500
|
|
Less: Loan costs
|
|
|
(3,501
|
)
|
Total
|
|
$
|
54,999
|
|
Amount classified as a current liability
|
|
$
|
6,000
|
|
Amount classified as long-term liability
|
|
$
|
48,999
|
|
Northpoint Loan
On June 3, 2021, the Company entered into a loan
and security agreement with Northpoint Commercial Finance LLC (“Northpoint”), pursuant to which Northpoint may from time to
time advance funds for the acquisition, financing and/or refinancing by the Company of inventory purchased from Samsung Electronics America,
Inc. and/or affiliates and for such other purposes as are acceptable Northpoint. The loan and security agreement provides that Northpoint
may establish a credit limit and may adjust such credit limit from time to time; provided that such credit limit does not constitute a
commitment or committed line of credit Northpoint. As of September 30, 2021, such credit limit is $1.0 million and the Company has not
borrowed any funds.
The applicable per annum interest rates for a
loan, including any default rates, will be determined at the time of the loan. The loan and security agreement contains customary events
of default and is secured by a security interest in all of the Company’s inventory (i) that is manufactured, distributed, or sold
by Samsung Electronics America, Inc. and/or its affiliates and/or (ii) that bears any trade names, trademarks, or logos of Samsung Electronics
America, Inc. and/or its affiliates; all returns, repossessions, exchanges, substitutions, replacements, attachments, parts, accessories
and accessions of any of the foregoing; all price protection payments, discounts, rebates, credits, factory holdbacks and incentive payments
related to any of the foregoing; supporting obligations to any of the foregoing; and products and proceeds in whatever form of any of
the foregoing.
Arvest Loan
On August 25, 2020, the Company entered into a
promissory note and security agreement with Arvest Bank for a loan in the principal amount of $3.5 million. As of December 31, 2020,
the outstanding balance of this loan is $3.2 million, comprised of principal of $3.3 million, net of unamortized loan costs of $0.1 million.
On May 10, 2021, the Company repaid this loan by transferring principal and accrued interest from the restricted cash account.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
10% OID Senior Promissory Notes
On March 19, 2021, the Company entered into a
securities purchase agreement with two institutional investors, pursuant to which the Company issued to each investor (i) a 10% OID senior
secured promissory note in the principal amount of $2.8 million and (ii) a four-year warrant to purchase 200,000 shares of the Company’s
common stock at an exercise price of $12.00 (subject to adjustments), which may be exercised on a cashless basis, for a purchase price
of $2.5 million each, or $5.0 million in the aggregate, the relative fair value of which is $1.3 million and was recorded as debt discount.
After deducting a placement fee and other expenses, the Company received net proceeds of $4.6 million. The original issue discount and
warrant expense were amortized as interest expense. On June 2, 2021, the Company repaid these notes in full from the proceeds of the Term
Loan. At the time of repayment, the Company wrote off the balance of the debt discount, $1.7 million, as a loss on early extinguishment
of debt.
Vehicle Loans
The Company has financed purchases of transportation
vehicles with notes payable which are secured by the vehicles purchased. These notes have five-year terms and interest rates ranging from
3.59% to 5.74%. As of September 30, 2021, the outstanding balance of these notes is $1.4 million.
Following is a summary of payments due for the
succeeding five years (in thousands):
For the years ended December 31,
|
|
Amount
|
|
2021 (remainder of year)
|
|
$
|
124
|
|
2022
|
|
|
397
|
|
2023
|
|
|
364
|
|
2024
|
|
|
312
|
|
2025
|
|
|
169
|
|
Total
|
|
$
|
1,366
|
|
Amount classified as a current liability
|
|
$
|
425
|
|
Amount classified as a long-term liability
|
|
$
|
941
|
|
NOTE 11—LEASES
Financing Leases
The Company has three finance leases for the acquisition
of forklifts. At September 30, 2021, the total amount due on these leases was $0.2 million.
The Following is a summary of payments due on
financing leases for the succeeding five years (in thousands):
For the years ended December 31,
|
|
Amount
|
|
2021 (remainder of year)
|
|
$
|
26
|
|
2022
|
|
|
66
|
|
2023
|
|
|
53
|
|
2024
|
|
|
36
|
|
2025 and thereafter
|
|
|
49
|
|
Total payments
|
|
|
230
|
|
Less: amount representing interest
|
|
|
(36
|
)
|
Present value of minimum lease payments
|
|
$
|
194
|
|
Operating Leases
On April 5, 2019, the Company entered into a lease
agreement with S.H.J., L.L.C for its prior principal office in Ballwin, Missouri. The lease is for a term 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.
The lease contains customary events of default.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
On January 13, 2021, the Company entered into
a lease agreement with Westgate 200, LLC, which was amended on March 31, 2021, for its new principal office and showroom in St. Charles,
Missouri. The lease terminates on April 30, 2027, with two (2) options to renew for additional five (5) year periods. The base rent is
$20,977 per month until September 30, 2021, and increases to $31,465 per month until April 30, 2022, after which time the base rent increases
at approximately 2.5% per year thereafter. The Company must also pay its 43.4% pro rata portion of the property taxes, operating expenses
and insurance costs and is also responsible to pay for the utilities used on the premises. The lease contains customary events of default.
In connection with the new lease, the Company recorded a right of use asset and liability of $2.0 million representing the initial present
value of future lease payments.
On June 2, 2021, 1 Stop entered into a new lease
agreement with 1870 Bath Ave. LLC, a related party, for the premises located at 1870 Bath Avenue, Brooklyn, NY. The lease is for a term
of ten (10) years and provides for a base rent of $74,263 per month during the first year with annual increases to $96,896 during the
last year of the term. 1 Stop is also responsible for all property taxes, insurance costs and the utilities used on the premises. The
lease contains customary events of default. This lease replaces the prior lease entered into between the parties on September 1, 2018.
The initial right of use asset and liability associated with this lease is $8.4 million.
On June 2, 2021, Joe’s Appliances entered
into a new lease agreement with 812 5th Ave Realty LLC, a related party, for the premises located at 7812 5th Avenue, Brooklyn, NY. The
lease is for a term of ten (10) years and provides for a base rent of $6,365 per month during the first year with annual increases to
$8,305 during the last year of the term. Joe’s Appliances is also responsible for all property taxes, insurance costs and the utilities
used on the premises. The lease contains customary events of default. This lease replaces the prior lease entered into between the parties
on September 1, 2018. The initial right of use asset and liability associated with this lease is $0.7 million.
On May 31, 2019, YF Logistics entered into a sublease
agreement with Dynamic Marketing, Inc. (“DMI”) for its warehouse space in Hamilton, NJ. The initial term of the sublease was
for a period commencing on June 1, 2019 and terminating on April 30, 2020, with automatic renewals for successive one year terms until
the earlier of (i) termination by either upon thirty (30) days’ prior written notice or (ii) April 30, 2024. The sublease provides
for a base rent equal to 71.43% of the base rent paid by DMI under its lease for the premises, plus 71.43% of any taxes, operating
expenses, additional charges or any other amounts due by DMI, for a total of $56,250 per month. The initial right of use asset and
liability associated with this lease is $3.0 million.
On July 29, 2021, AC Gallery entered into a lease
agreement with Tom’s Flooring, LLC for the showroom and warehouse located in Largo, Florida. The lease is for a term of four (4)
months commencing on September 1, 2021 and ending on December 31, 2021 and provides for a case rent of $6,500 per month. AC Gallery must
also pay its one-third (1/3) pro rata portion of the common area maintenance charges, utilities and sales taxes. The lease contains customary
events of default. The lease is short term and therefore not recorded as a right of use asset and liability.
During the three and nine months ended September
30, 2021, the Company had rent expense of $0.6 million and $0.1 million, respectively. During the three and nine months ended September
30, 2020, the Company had rent expense of $0.1 million and $0.4 million, respectively.
Supplemental balance sheet information related
to leases at September 30, 2021 was as follows (in thousands):
Operating lease right-of-use assets
|
|
$
|
12,319
|
|
|
|
|
|
|
Lease liabilities, current portion
|
|
$
|
2,127
|
|
Lease liabilities, long-term
|
|
|
11,628
|
|
Total operating lease liabilities
|
|
$
|
13,755
|
|
|
|
|
|
|
Weighted average remaining lease term (months)
|
|
|
91
|
|
|
|
|
|
|
Weighted average discount rate
|
|
|
4.4
|
%
|
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
Maturities of the lease liabilities for each of
the next five years is as follows (in thousands):
2021 (remainder of year)
|
|
$
|
559
|
|
2022
|
|
|
2,581
|
|
2023
|
|
|
2,620
|
|
2024
|
|
|
1,805
|
|
2025
|
|
|
1,487
|
|
Thereafter
|
|
|
7,065
|
|
Total lease payments
|
|
|
16,117
|
|
Less imputed interest
|
|
|
(2,362
|
)
|
Total lease liability
|
|
$
|
13,755
|
|
On June 30, 2021, the Company closed an old warehouse
and retail showroom in anticipation of relocating to a new facility. Accordingly, the Company wrote-off $1.4 million representing the
remaining right of use asset and related leasehold improvements as of that date.
On September 9, 2021, the Company entered into
a warehouse agreement for a new warehouse in Somerset, NJ. The warehouse agreement is for a term of 26 months commencing on October
1, 2021 and ending November 29, 2023, unless the master lease for the premises is terminated earlier. The monthly storage fee is $136,274
for the first year, $140,274 for the second year, and $144,573 for the last two months. The Company also paid a security deposit of $272,549.
The right of use asset and liability associated with this operating lease are $3.5 million.
NOTE 12—SUPPLIER
CONCENTRATION
Significant customers and suppliers are those
that account for greater than ten percent of the Company’s revenues and purchases.
For the three and nine months ended September
30, 2021, the Company purchased a substantial portion of finished goods from DMI, 79% and 66%, respectively.
The Company believes there are numerous other
suppliers that could be substituted should the supplier become unavailable or non-competitive.
NOTE 13—RELATED PARTIES
Management Services Agreement
On April 5, 2019, the Company entered into a management
services agreement with 1847 Partners LLC (the “Manager”), a company owned and controlled by Ellery W. Roberts, the Company’s
chairman and prior significant stockholder, which was amended effective on August 4, 2020. Pursuant to the offsetting management services
agreement, as amended, the Company appointed the Manager to provide certain services to it for a quarterly management fee equal to $62,500;
provided, however, that under certain circumstances specified in the management services agreement, the quarterly fee may be reduced if
similar fees payable to the Manager by subsidiaries of the Company’s former parent company, 1847 Holdings LLC, exceed a threshold
amount.
The Company shall also reimburse the Manager for
all costs and expenses of the Company which are specifically approved by the board of directors of the Company, including all out-of-pocket
costs and expenses, that are actually incurred by the Manager or its affiliates on behalf of the Company in connection with performing
services under the management services agreement. The Company did not pay any expenses for the three and nine months ended September 30,
2021 and 2020.
The Company expensed management fees of $0.06
million for the three months ended September 30, 2021 and 2020 and $0.2 million for the nine months ended September 30, 2021 and 2020.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
DMI
The Company is a member of DMI, an appliance purchasing
cooperative. DMI purchases consumer electronics and appliances at wholesale prices from various vendors, and then makes such products
available to its members, including the Company, who sell such products to end consumers. DMI’s purchasing group arrangement provides
its members, including the Company, with leverage and purchasing power with appliance vendors, and increases the Company’s ability
to compete with competitors, including big box appliance and electronics retailers. The Company owns an approximate 5% interest in DMI.
Additionally, Albert Fouerti, the Company’s Chief Executive Officer, director and a former significant stockholder of Appliances
Connection prior to the Acquisition, is on the board of DMI. As such, DMI is deemed to be a related party.
At September 30, 2021, vendor rebate deposits
due from DMI were $3.7 million. During the three and nine months ended September 30, 2021, total purchases from DMI, net of holdbacks,
were $63.4 million and $91.4 million respectively. At September 30, 2021, deposits at DMI totaled $12.1 million.
Lease Agreements
As described above, 1 Stop, Joe’s Appliances
and Gold Coast have entered into lease agreements with 1870 Bath Ave. LLC, 812 5th Ave Realty LLC and 54 Glen Cove Realty, LLC, respectively.
Each of these entities is owned by Albert Fouerti and Elie Fouerti (the vice president of 1 Stop, Joe’s Appliances and Gold Coast
and former significant stockholder of each prior to the Acquisition). In addition, YF Logistics has entered into a sublease agreement
with DMI. The total rent expense under these related party leases was $0.6 million for the period of June 2, 2021 to September 30, 2021.
NOTE 14—STOCKHOLDERS’ EQUITY (DEFICIT)
As of September 30, 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 September 30, 2021 and December 31, 2020,
the Company had 106,387,332 and 6,111,200 shares of common stock issued and outstanding, respectively. Each share entitles the holder
thereof to one vote per share on all matters coming before the stockholders of the Company for a vote.
On May 27, 2021, the Company entered into an underwriting
agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (the “Underwriter”), relating to a public offering
of units, each unit consisting of one share of common stock and a warrant to purchase one share of common stock. Under the underwriting
agreement, the Company agreed to sell 91,111,111 units to the Underwriter, at a purchase price per unit of $2.0925 (the offering price
to the public of $2.25 per unit minus the Underwriter’s discount), and also agreed to grant to the Underwriter a 30-day option to
purchase up to 2,000,000 additional shares of common stock, at a purchase price of $2.0832 per share, and/or warrants to purchase up to
2,000,000 additional shares of common stock, at a purchase price of $0.0093 per warrant, in any combination thereof, solely to cover over-allotments,
if any. The Underwriter exercised its option to purchase 2,000,000 additional warrants on May 28, 2021 and exercised its option to purchase
2,000,000 additional shares on June 3, 2021. The shares of common stock and warrants contained in the units were immediately separable
and were issued separately.
On June 2, 2021, the Company sold 91,111,111 shares
of common stock and warrants to purchase 93,111,111 shares of common stock to the Underwriter for total gross proceeds of $205.0 million.
After deducting the underwriting commission and expenses, the Company received net proceeds of approximately $194.6 million. The Company
used the proceeds of the offering to fund a portion of the purchase price for the Acquisition.
On June 7, 2021, the Company sold 2,000,000 shares
of common stock to the Underwriter for total gross proceeds of $4.5 million. After deducting the underwriting commission and expenses,
the Company received net proceeds of approximately $4.2 million.
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
During June 2021, 1,039,148 shares of common stock
were issued as a result of the exercise of 1,039,148 warrants with proceeds of $2.3 million.
During the three months ended September 30, 2021,
13,100 shares of common stock were issued as a result of the exercise of warrants with proceeds of $0.03 million.
On June 2, 2021, the Company issued 5,895,973
shares of common stock to the Sellers in connection with the Acquisition (See Note 9).
On
June 3, 2021, the Company granted restricted stock awards under the Plan described below to certain directors and officers of the Company
for an aggregate of 216,800 shares of common stock valued at $0.6 million, the value of the stock on the date of grant. All shares
were immediately vested.
On August 4, 2020, the Company sold 1,111,200
shares of common stock for total gross proceeds of $10.0 million. After deducting the underwriting commission and expenses, the Company
received net proceeds of $8.6 million.
On August 4, 2020, the Company issued 250,000
shares of common stock to Small Business Community Capital II, L.P. upon conversion of a warrant.
Equity Incentive Plan
Effective as of July 30, 2020, the Company established
the 1847 Goedeker Inc. 2020 Equity Incentive Plan (the “Plan”) and reserved 555,000 shares of common stock for issuance under
the Plan. The Plan was approved by the Company’s board of directors and stockholders on April 21, 2020. On April 9, 2021, the board
of directors approved an amendment to the Plan to increase the number of shares of common Stock reserved for issuance under the Plan from
555,000 to 1,000,000 shares. Such increase was approved by the Company’s stockholders effective as of May 13, 2021.
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. On July 28, 2021, the Company issued an option for the purchase of
150,000 shares of common stock with a total fair value of $0.3 million. As of September 30, 2021, no shares of common stock available
for issuance under the Plan. During the third and fourth quarters of 2020, the Company issued options for the purchase of 555,000 shares
of common stock with a total fair value of $1.8 million. The Company recorded stock option expense related to these options of $0.1 million
and $0.9 million for the three and nine months ended September 30, 2021, respectively, and $0.3 million for the three and nine months
ended September 30, 2020. The remaining compensation expense of $1.0 million will be recognized over the remaining vesting period of 24
months. During the nine months ended September 30, 2021, the Company issued 216,800 shares of restricted stock to directors and officers
valued at $0.6 million.
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 options granted during the three and nine-months ended September 30, 2021:
Volatility
|
|
|
77.65
|
%
|
Risk-free interest rate
|
|
|
1.00
|
%
|
Dividend yield
|
|
|
0.00
|
%
|
Expected term
|
|
|
6.25 Years
|
|
1847 GOEDEKER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021 AND 2020
(UNAUDITED)
The following table presents activity relating
to stock options for the nine months ended September 30, 2021:
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Contractual
Term in Years
|
Outstanding at January 1, 2021
|
|
|
555,000
|
|
|
$
|
9.00
|
|
|
|
9
|
|
Granted
|
|
|
150,000
|
|
|
|
3.10
|
|
|
|
10
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited / Cancelled / Expired
|
|
|
(131,579
|
)
|
|
|
-
|
|
|
|
-
|
|
Outstanding at September 30, 2021
|
|
|
573,421
|
|
|
$
|
7.74
|
|
|
|
8.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30, 2021
|
|
|
204,540
|
|
|
$
|
9.00
|
|
|
|
8.85
|
|
As of September 30, 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
April 5, 2019, the Company issued to Small Business Community Capital II, L.P. a
ten-year warrant to purchase shares of the most senior capital stock of the Company equal to 5.0% of the outstanding equity securities
of the Company on a fully-diluted basis for an aggregate price equal to $100. Small Business Community Capital II, L.P. exercised
this warrant for the purchase of 250,000 shares of common stock on August 4, 2020.
On
August 4, 2020, the Company issued warrants for the purchase of 55,560 shares of common stock to affiliates of the representative
in its initial public offering. These warrants are exercisable at any time and
from time to time, in whole or in part, beginning on January 26, 2021
until July 30, 2025, an exercise price of $11.25 per share (subject to
customary adjustments), and may also be exercised on a cashless basis if at any time during the term of the warrants the issuance
of common stock upon exercise of the warrants is not covered by an effective registration statement.
On March 19, 2021, the Company issued four-year
warrants to purchase an aggregate of 400,000 shares of common stock to two investors. These
warrants are exercisable at any time and from time to time, in whole or in part, at
an exercise price of $12.00 per share (subject to customary adjustments), and may also be exercised on a cashless basis if at any
time during the term of the warrants the issuance of common stock upon exercise of the warrants is not covered by an effective registration
statement.
On June 2, 2021, the Company issued warrants to
purchase 93,111,111 shares of common stock in the public offering. These warrants are exercisable immediately and expire five years from
the date of issuance. The warrants have an exercise price of $2.25 per share, subject to appropriate adjustment in the event of certain
stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s
common stock or upon any distributions of assets, including cash, stock or other property to stockholders, and may also be exercised on
a cashless basis if at any time during the term of the warrants the issuance of common stock upon exercise of the warrants is not covered
by an effective registration statement.
The following table presents activity relating
to the warrants for the nine months ended September 30, 2021:
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Contractual
Term in Years
|
Outstanding at January 1, 2021
|
|
|
55,560
|
|
|
$
|
11.25
|
|
|
|
5.00
|
|
Granted
|
|
|
93,511,111
|
|
|
|
25.29
|
|
|
|
5.00
|
|
Exercised
|
|
|
(1,052,248
|
)
|
|
|
2.25
|
|
|
|
-
|
|
Cancelled / Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding at September 30, 2021
|
|
|
92,514,423
|
|
|
$
|
2.30
|
|
|
|
4.67
|
|
NOTE 15—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 $0.2 million if the EBITDA (as defined in the asset
purchase agreement) of the Goedeker Business for the trailing twelve (12) month period from April 5, 2022 is $2.5 million or greater,
and may be entitled to receive a partial earn out payment if the EBITDA of the Goedeker Business is less than $2.5 million but greater
than $1.5 million. The Company expects to meet this target and adjusted the contingent note payable in the condensed consolidated balance
sheet to the present value of the amount due.