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operating agreement setting forth the Manager’s rights with respect to the allocation
shares it owns, including the right to receive profit allocations from us, and the supplemental
put provision relating to the Manager’s right to cause us to purchase the allocation
shares it owns. 103 Off-Balance
Sheet Arrangements We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Critical
Accounting Policies The
following discussion relates to critical accounting policies for our consolidated company. The preparation of financial statements in
conformity with GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported, including
the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that
are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial
condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial
condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the
need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting
estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future
events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting
policies involve the most significant estimates and judgments used in the preparation of our financial statements: Revenue
Recognition and Cost of Revenue We
record revenue in accordance with FASB ASC Topic 606, “Revenue from Contracts with Customers.” 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. Retail
and Appliances Segment We collect payment for special-order models including
tax and partial payment for non-special orders from the customer at the time the order is placed. We do not incur incremental costs obtaining
purchase orders from customers, however, if we did, because all contracts are less than a year in duration, any contract costs incurred
would be expensed rather than capitalized. Performance
Obligations – The revenue that we recognize arises from orders we receive from customers. Our performance obligations under the
customer orders correspond to each sale of merchandise that we make 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, our products, which generally occurs
when the customer assumes the risk of loss. The transfer of control generally occurs at the point of pickup, shipment, or installation.
Once this occurs, we have satisfied our performance obligation and we recognize revenue. Transaction
Price ‒ We agree with customers on the selling price of each transaction. This transaction price is generally based on the agreed
upon sales price. In our contracts with customers, we allocate 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 that we collect concurrently
with revenue-producing activities are excluded from revenue. Cost
of revenue includes the cost of purchased merchandise plus freight and any applicable delivery charges from the vendor to us. Substantially
all sales are to individual retail consumers (homeowners), builders and designers. The large majority of customers are homeowners and
their contractors, with the homeowner being key in the final decisions. We have a diverse customer base with no one client accounting
for more than 10% of total revenue. Customer
deposits ‒ We record customer deposits when payments are received in advance of the delivery of the merchandise. We expect that
substantially all of the customer deposits will be recognized within six months as the performance obligations are satisfied. 104 Construction
Segment We
recognize revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services. We account for a contract when we have approval and commitment from
both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability
of consideration is probable. A
contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance
obligation is satisfied. Since most contracts are bundled to include both material and installation services, we combine these items
into one performance obligation as the overall promise to transfer the individual goods or services is not separately identifiable from
other promises in the contract and, therefore, is not distinct. We do offer assurance-type warranties on certain of our installed products
and services that do not represent a separate performance obligation and, as such, do not impact the timing or extent of revenue recognition. For
any contracts that are not complete at the reporting date, we recognize revenue over time, because of the continuous transfer of control
to the customer as work is performed at the customer’s site and, therefore, the customer controls the asset as it is being installed.
We utilize the output method to measure progress toward completion for the value of the goods and services transferred to the customer
as we believe this best depicts the transfer of control of assets to the customer. Additionally, external factors such as weather, and
customer delays may affect the progress of a project’s completion, and thus the timing and amount of revenue recognition, cash
flow, and profitability from a particular contract may be adversely affected. An
insignificant portion of sales, primarily retail sales, is accounted for on a point-in-time basis when the sale occurs. Sales taxes,
when incurred, are recorded as a liability and excluded from revenue on a net basis. Contracts
can be subject to modification to account for changes in contract specifications and requirements. We consider contract modifications
to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most contract modifications
are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the
context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on
the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment
to revenue on a cumulative catch-up basis. All
contracts are billed either contractually or as work is performed. Billing on long-term contracts occurs primarily on a monthly basis
throughout the contract period whereby we submit progress invoices for customer payment as work is performed. On some contracts, the
customer may withhold payment on an invoice equal to a percentage of the invoice amount, which will be subsequently paid after satisfactory
completion of each project. This amount is referred to as retainage and is common practice in the construction industry, as it allows
for customers to ensure the quality of the service performed prior to full payment. The retention provisions are not considered a significant
financing component. Cost
of revenues earned include all direct material and labor costs and those indirect costs related to contract performance. We
record a contract asset when we have satisfied our performance obligation prior to billing and a contract liability when a customer payment
is received prior to the satisfaction of our performance obligation. The difference between the beginning and ending balances of contract
assets and liabilities primarily results from the timing of our performance and the customer’s payment. At times, we have a right
to payment from previous performance that is conditional on something other than passage of time, such as retainage, which is included
in contract assets or contract liabilities, as determined on a contract-by-contract basis. Automotive
Supplies Segment We collect payment for internet and phone orders,
including tax, from the customer at the time the order is shipped. Customers placing orders with a purchase order through the EDI (Electronic
Data Interface) are allowed to purchase on credit and make payment after receipt of product on the agreed upon terms. Performance
Obligations – The revenue that we recognize arises from orders we receive from contracts with customers. Our performance obligations
under the customer orders correspond to each sale of merchandise that we make to customers and each 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, our products, which generally occurs when the customer assumes
the risk of loss. The transfer of control generally occurs at the point of shipment of the order. Once this occurs, we have satisfied
our performance obligation and it recognizes revenue. 105 Transaction
Price ‒ We agree with customers on the selling price of each transaction. This transaction price is generally based on the agreed
upon sales price. In our contracts with customers, we allocate 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 that we collect concurrently
with revenue-producing activities are excluded from revenue. Cost
of revenues includes the cost of purchased merchandise plus freight, warehouse salaries, tariffs, and any applicable delivery charges from
the vendor to us. We had two major customers who represent a significant portion of revenue in the automotive segment. These two
customers represented 39.4% of total revenue in the automotive segment for the year ended December 31, 2022. Warranties
vary and are typically 90 days to consumers and manufacturing defect warranty to are available to resellers. At times, depending on the
product, we can also offer a warranty up to 12 months. Goodwill Goodwill
represents the excess of purchase price over the fair value of the net assets acquired. We evaluate goodwill for impairment annually,
or more frequently if an event occurs or circumstances that indicate the goodwill is not recoverable. When impairment indicators are
identified, we may elect to perform an optional qualitative assessment to determine whether it is more likely than not that the fair