Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 10, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Lazydays Holdings, Inc. | |
Entity Central Index Key | 1,721,741 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,471,608 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Stockholders’ Equity | ||
Total stockholders’ equity | $ 75,263 | |
Successor [Member] | ||
Current assets | ||
Cash | 33,063 | |
Receivables, net of allowance for doubtful accounts of $0 and $1,013 at March 31, 2018 and December 31, 2017, respectively | 23,234 | |
Inventories | 120,209 | |
Income tax receivable | 1,588 | |
Prepaid expenses and other | 1,999 | |
Total current assets | 180,093 | |
Property and equipment, net | 73,444 | |
Goodwill | 29,075 | |
Intangible assets, net | 68,068 | |
Deferred tax asset | ||
Other assets | 200 | |
Total assets | 350,880 | |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 24,561 | |
Income tax payable | ||
Contingent liability, current portion | ||
Financing liability, current portion | 597 | |
Floor plan notes payable, net of debt discount | 99,368 | |
Long-term debt, current portion | 2,909 | |
Total current liabilities | 127,435 | |
Long term liabilities | ||
Long term debt, non-current portion, net of debt discount | 17,044 | |
Financing liability, non-current portion, net of debt discount | 55,574 | |
Deferred tax liability | 20,370 | |
Total liabilities | 220,423 | |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock, 600,000 shares designated, issued and outstanding as of March 31, 2018; liquidation preference of $60,210 at March 31, 2018 | 55,194 | |
Stockholders’ Equity | ||
Preferred stock value | ||
Common stock value | ||
Additional paid-in capital | 76,108 | |
Treasury stock, 165 shares, at cost | ||
Retained earnings (Accumulated deficit) | (845) | |
Total stockholders’ equity | 75,263 | |
Total liabilities and stockholders’ equity | $ 350,880 | |
Predecessor [Member] | ||
Current assets | ||
Cash | $ 13,292 | |
Receivables, net of allowance for doubtful accounts of $0 and $1,013 at March 31, 2018 and December 31, 2017, respectively | 19,911 | |
Inventories | 114,170 | |
Income tax receivable | ||
Prepaid expenses and other | 2,062 | |
Total current assets | 149,435 | |
Property and equipment, net | 45,669 | |
Goodwill | 25,216 | |
Intangible assets, net | 25,862 | |
Deferred tax asset | 144 | |
Other assets | 219 | |
Total assets | 246,545 | |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 25,181 | |
Income tax payable | 1,536 | |
Contingent liability, current portion | 667 | |
Financing liability, current portion | 595 | |
Floor plan notes payable, net of debt discount | 104,976 | |
Long-term debt, current portion | 1,870 | |
Total current liabilities | 134,825 | |
Long term liabilities | ||
Long term debt, non-current portion, net of debt discount | 7,207 | |
Financing liability, non-current portion, net of debt discount | 53,680 | |
Deferred tax liability | ||
Total liabilities | 195,712 | |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock, 600,000 shares designated, issued and outstanding as of March 31, 2018; liquidation preference of $60,210 at March 31, 2018 | ||
Stockholders’ Equity | ||
Preferred stock value | ||
Common stock value | 3 | |
Additional paid-in capital | 49,756 | |
Treasury stock, 165 shares, at cost | (11) | |
Retained earnings (Accumulated deficit) | 1,085 | |
Total stockholders’ equity | 50,833 | |
Total liabilities and stockholders’ equity | $ 246,545 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | |
Successor [Member] | ||
Allowance for doubtful accounts | $ 0 | |
Series A convertible preferred stock, shares designated | 600,000 | |
Series A convertible preferred stock, shares issued | 600,000 | |
Series A convertible preferred stock, shares outstanding | 600,000 | |
Series A convertible preferred stock, liquidation preference, value | $ 60,210 | |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 8,471,608 | |
Common stock, shares outstanding | 8,471,608 | |
Predecessor [Member] | ||
Allowance for doubtful accounts | $ 1,013 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 150,000 | |
Preferred stock, shares designated | 10,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Preferred stock, liquidation preference, value | $ 0 | |
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 4,500,000 | |
Common stock, shares issued | 3,333,331 | |
Common stock, shares outstanding | 3,333,166 | |
Treasury stock, shares | 165 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | |
Successor [Member] | |||
Revenues | |||
New and pre-owned vehicles | $ 39,167 | ||
Parts, service and other | 4,738 | ||
Total revenue | 43,905 | ||
Cost of revenues | |||
New and pre-owned vehicles | 33,489 | ||
Parts, service and other | 538 | ||
Total cost of revenues | 34,027 | ||
Gross profit | 9,878 | ||
Transaction costs | 2,806 | ||
Selling, general, and administrative expenses | 5,247 | ||
Income from operations | 1,825 | ||
Other income/expense | |||
Gain on sale of property and equipment | |||
Interest expense | (685) | ||
Total other expense | (685) | ||
Income before income tax expense | 1,140 | ||
Income tax expense | (449) | ||
Net income | 691 | ||
Dividends on Series A Convertible Preferred Stock | (210) | ||
Deemed dividend on Series A Convertible Preferred Stock | (3,392) | ||
Net loss attributable to common stockholders | $ (2,911) | ||
Successor EPS: | |||
Basic and diluted loss per share | $ (0.30) | ||
Weighted average shares outstanding - basic and diluted | 9,668,250 | ||
Predecessor [Member] | |||
Revenues | |||
New and pre-owned vehicles | $ 119,111 | $ 150,831 | |
Parts, service and other | 14,828 | 19,134 | |
Total revenue | 133,939 | 169,965 | |
Cost of revenues | |||
New and pre-owned vehicles | 101,830 | 130,845 | |
Parts, service and other | 3,047 | 3,459 | |
Total cost of revenues | 104,877 | 134,304 | |
Gross profit | 29,062 | 35,661 | |
Transaction costs | 438 | 46 | |
Selling, general, and administrative expenses | 23,552 | 27,033 | |
Income from operations | 5,072 | 8,582 | |
Other income/expense | |||
Gain on sale of property and equipment | 1 | ||
Interest expense | (2,019) | (2,162) | |
Total other expense | (2,018) | (2,162) | |
Income before income tax expense | 3,054 | 6,420 | |
Income tax expense | (718) | (2,445) | |
Net income | $ 2,336 | $ 3,975 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance (Successor [Member]) at Mar. 31, 2018 | $ 76,108 | $ (845) | $ 75,263 | |
Balance at Mar. 31, 2018 | 75,263 | |||
Balance, shares (Successor [Member]) at Mar. 31, 2018 | 8,471,608 | |||
Balance (Successor [Member]) at Mar. 15, 2018 | 6,139 | (1,536) | ||
Balance at Mar. 15, 2018 | 4,603 | |||
Balance, shares (Successor [Member]) at Mar. 15, 2018 | 1,872,428 | |||
Conversion of Andina rights into shares of Lazydays Holdings, Inc. | Successor [Member] | ||||
Conversion of Andina rights into shares of Lazydays Holdings, Inc. | ||||
Conversion of Andina rights into shares of Lazydays Holdings, Inc., shares | Successor [Member] | 615,436 | |||
Reclassification of Andina common stock previously subject to redemption | Successor [Member] | 4,910 | |||
Reclassification of Andina common stock previously subject to redemption | 4,910 | |||
Reclassification of Andina common stock previously subject to redemption, shares | Successor [Member] | 472,571 | |||
Issuance of common stock, warrants and Series A convertible preferred stock in PIPE transaction, net | Successor [Member] | 32,718 | |||
Issuance of common stock, warrants and Series A convertible preferred stock in PIPE transaction, net | 32,718 | |||
Issuance of common stock, warrants and Series A convertible preferred stock in PIPE transaction, net, shares | Successor [Member] | 2,653,984 | |||
Issuance of shares in acquisition of Lazydays | Successor [Member] | 29,400 | |||
Issuance of shares in acquisition of Lazydays | 29,400 | |||
Issuance of shares in acquisition of Lazydays, shares | Successor [Member] | 2,857,189 | |||
Beneficial conversion feature of Series A convertible preferred stock | Successor [Member] | 3,392 | |||
Beneficial conversion feature of Series A convertible preferred stock | 3,392 | |||
Deemed dividend related to immediate accretion of beneficial conversion feature of Series A convertible preferred stock | Successor [Member] | (3,392) | |||
Deemed dividend related to immediate accretion of beneficial conversion feature of Series A convertible preferred stock | (3,392) | |||
Issuance of warrants to Series A preferred stockholders and placement agent | Successor [Member] | 2,666 | |||
Issuance of warrants to Series A preferred stockholders and placement agent | 2,666 | |||
Stock-based compensation | Successor [Member] | 485 | |||
Stock-based compensation | 485 | |||
Accrued dividends on Series A preferred stock | Successor [Member] | (210) | |||
Accrued dividends on Series A preferred stock | (210) | |||
Net income | Successor [Member] | 691 | |||
Net income | 691 | |||
Balance (Successor [Member]) at Mar. 31, 2018 | $ 76,108 | $ (845) | 75,263 | |
Balance at Mar. 31, 2018 | $ 75,263 | |||
Balance, shares (Successor [Member]) at Mar. 31, 2018 | 8,471,608 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | |
Successor [Member] | |||
Cash Flows From Operating Activities | |||
Net income | $ 691 | ||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Stock based compensation | 485 | ||
Bad debt expense | |||
Depreciation and amortization of property and equipment | 269 | ||
Amortization of intangible assets | 132 | ||
Amortization of debt discount and paid-in-kind interest | 393 | ||
Gain on sale of property and equipment | |||
Deferred income taxes | |||
Changes in operating assets and liabilities: | |||
Receivables | (8,466) | ||
Inventories | 4,145 | ||
Prepaid expenses and other | 19 | ||
Income tax receivable/payable | 449 | ||
Other assets | 1 | ||
Accounts payable, accrued expenses and other liabilities | (2,365) | ||
Total Adjustments | (4,938) | ||
Net Cash (Used In) Provided By Operating Activities | (4,247) | ||
Cash Flows From Investing Activities | |||
Cash paid for purchase of Lazydays R.V. Center, Inc. | (86,741) | ||
Cash acquired in the purchase of Lazy Days’ R.V. Center, Inc. | 9,188 | ||
Purchases of property and equipment | (71) | ||
Net Cash Used In Investing Activities | (77,624) | ||
Cash Flows From Financing Activities | |||
Net borrowings under M&T floor plan | 100,830 | ||
Repayment of Bank of America floor plan | (96,740) | ||
Net (repayments)/borrowings under floor plan | |||
Repayments under long term debt with Bank of America | (8,820) | ||
Borrowings under long term debt with M&T bank | 20,000 | ||
Net proceeds from the issuance of Series A preferred stock and warrants | 57,650 | ||
Net proceeds from the issuance of common stock and warrants | 32,719 | ||
Repayments of financing liability | |||
Repayments of notes payable to Andina related parties | (761) | ||
Payment of contingent liability - RV America acquisition | |||
Loan issuance costs | (615) | ||
Net Cash Provided by (Used In) Financing Activities | 104,263 | ||
Net Increase (Decrease) In Cash | 22,392 | ||
Cash - Ending | 33,063 | ||
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid during the period for interest | 372 | ||
Cash paid during the period for income taxes net of refunds received | |||
Non-Cash Investing and Financing Activities | |||
Rental vehicles transferred to inventory, net | |||
Rental vehicles purchased under the floor plan | |||
Conversion of Andina redeemable common stock to common stock of Lazydays Holdings, Inc. | 4,910 | ||
Beneficial conversion feature on Series A Convertible Preferred Stock | 3,392 | ||
Warrants issued to Series A Preferred stockholders and investment bank | 2,666 | ||
Net assets acquired in the acquisition of Lazydays R.V. Center, Inc. excluding cash (See Note 3) | 106,953 | ||
Common stock issued to former stock holders of Lazy Days’ R.V. Center, Inc. | $ 29,400 | ||
Predecessor [Member] | |||
Cash Flows From Operating Activities | |||
Net income | $ 2,336 | $ 3,975 | |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Stock based compensation | 140 | 119 | |
Bad debt expense | 47 | ||
Depreciation and amortization of property and equipment | 1,058 | 1,347 | |
Amortization of intangible assets | 154 | 187 | |
Amortization of debt discount and paid-in-kind interest | 136 | 129 | |
Gain on sale of property and equipment | (1) | ||
Deferred income taxes | 630 | ||
Changes in operating assets and liabilities: | |||
Receivables | 5,143 | (6,404) | |
Inventories | 1,435 | 16,493 | |
Prepaid expenses and other | 44 | 332 | |
Income tax receivable/payable | (3,573) | 2,549 | |
Other assets | 18 | (37) | |
Accounts payable, accrued expenses and other liabilities | 2,463 | 173 | |
Total Adjustments | 7,647 | 14,935 | |
Net Cash (Used In) Provided By Operating Activities | 9,983 | 18,910 | |
Cash Flows From Investing Activities | |||
Cash paid for purchase of Lazydays R.V. Center, Inc. | |||
Cash acquired in the purchase of Lazy Days’ R.V. Center, Inc. | |||
Purchases of property and equipment | (694) | (710) | |
Net Cash Used In Investing Activities | (694) | (710) | |
Cash Flows From Financing Activities | |||
Net borrowings under M&T floor plan | |||
Repayment of Bank of America floor plan | |||
Net (repayments)/borrowings under floor plan | (12,272) | 11,657 | |
Repayments under long term debt with Bank of America | (310) | (464) | |
Borrowings under long term debt with M&T bank | |||
Net proceeds from the issuance of Series A preferred stock and warrants | |||
Net proceeds from the issuance of common stock and warrants | |||
Repayments of financing liability | (144) | (113) | |
Repayments of notes payable to Andina related parties | |||
Payment of contingent liability - RV America acquisition | (667) | ||
Loan issuance costs | |||
Net Cash Provided by (Used In) Financing Activities | (13,393) | 11,080 | |
Net Increase (Decrease) In Cash | (4,104) | 29,280 | |
Cash - Beginning | 13,292 | 4,158 | |
Cash - Ending | 9,188 | 33,438 | |
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid during the period for interest | 2,182 | 1,971 | |
Cash paid during the period for income taxes net of refunds received | 3,587 | ||
Non-Cash Investing and Financing Activities | |||
Rental vehicles transferred to inventory, net | 89 | ||
Rental vehicles purchased under the floor plan | 2,911 | ||
Conversion of Andina redeemable common stock to common stock of Lazydays Holdings, Inc. | |||
Beneficial conversion feature on Series A Convertible Preferred Stock | |||
Warrants issued to Series A Preferred stockholders and investment bank | |||
Net assets acquired in the acquisition of Lazydays R.V. Center, Inc. excluding cash (See Note 3) | |||
Common stock issued to former stock holders of Lazy Days’ R.V. Center, Inc. |
Business Organization and Natur
Business Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Lazydays Holdings, Inc. (“Holdings”), a Delaware corporation, which was formed on October 24, 2017, as a wholly owned subsidiary of Andina Acquisition Corp. II (“Andina”), an exempted company incorporated in the Cayman Islands on July 1, 2015 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more business targets. On October 27, 2017 , a merger agreement was entered into by and among Andina, Andina II Holdco Corp., a Delaware corporation and wholly-owned subsidiary of Andina (“Holdco”), Andina II Merger Sub Inc., a Delaware corporation, and a wholly-owned subsidiary of Holdco (“Merger Sub”), Lazy Days’ R.V. Center, Inc. (and its subsidiaries), a Delaware corporation (“Lazydays RV”), and solely for certain purposes set forth in the merger agreement, A. Lorne Weil (the “Merger Agreement”). The Merger Agreement provided for a business combination transaction by means of (i) the merger of Andina with and into Holdco, with Holdco surviving, changing its name to Lazydays Holdings, Inc. and becoming a new public company (the “Redomestication Merger”) and (ii) the merger of Lazydays RV with and into Merger Sub with Lazydays RV surviving and becoming a direct wholly-owned subsidiary of Holdings (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”). On March 15, 2018, the Mergers were consummated. Through its subsidiaries, Lazydays RV sells and services new and pre-owned recreational vehicles, sells related parts and accessories, and rents recreational vehicles from five locations, one in the state of Florida, one in the state of Arizona and three in the state of Colorado. It also offers to its customers such ancillary services as extended service contracts, overnight campground and restaurant facilities. The Company also arranges financing for vehicle sales through third-party financing sources. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with Lazydays R.V, Center Inc.’s consolidated financial statements and notes as of December 31, 2017 and 2016 and for the years then ended, included in the Report on Form 8-K filed with the SEC on March 21, 2018. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Principles of Consolidation Successor The condensed consolidated financial statements in the period from March 15, 2018 to March 31, 2018 include the accounts of Holdings, Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile Hi RV, LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor The condensed consolidated financial statements in the periods from January 1, 2018 to March 14, 2018 and January 1, 2017 through March 31, 2017 include the accounts of Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Arizona, LLC, Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile Hi RV, LLC (collectively, the “Predecessor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor and Successor Periods As a result of the Mergers, Holdings is the acquirer for accounting purposes and Lazydays R.V. Center, Inc. is the acquiree and the accounting predecessor. The financial statement presentation distinguishes the results into two distinct periods, the period up to March 15, 2018 (the “Acquisition Date”) (“Predecessor Periods”) and the period including and after that date (the “Successor Period”). The Mergers were accounted for as a business combination using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting as of the effective time of the Transaction Merger, the accompanying condensed consolidated financial statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not directly comparable. The historical financial information of Andina, (which was a special purpose acquisition company) prior to the business combination has not been reflected in the Predecessor financial statements as these historical amounts have been considered de minimis. Accordingly, no other activity in the Company was reported in the Predecessor Period other than the activity of Lazydays RV. Use of Estimates in the Preparation of Financial Statements The preparation of 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, the allowance for doubtful accounts and stock-based compensation. Revenue Recognition The Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) fees are fixed or determinable, and (4) the collection of related accounts receivable is probable. Revenue from the sale of vehicles is recognized on delivery, transfer of title and completion of financing arrangements. Revenue from parts sales and service is recognized on delivery of the service or product. Revenue from rental of vehicles is recognized pro rata over the period of the rental agreement. The rental agreements are generally short-term in nature. Revenue from rentals is included in parts, service, and other revenue on the accompanying statements of income. The Company receives commissions from the sale of insurance and vehicle service contracts to customers. In addition, the Company arranges financing for customers through various financial institutions and receives commissions. The Company may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of the contracts by the customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicles and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The Company recognized finance and insurance revenues, net of chargebacks, as follows (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Gross finance and insurance revenues $ 2,517 $ 7,483 $ 8,951 Chargebacks (80 ) (622 ) (427 ) Net finance revenue $ 2,437 $ 6,861 $ 8,524 The Company has an accrual for charge-backs which totaled $2,582 and $2,373 at March 31, 2018 and December 31, 2017, respectively, and is included in accounts payable, accrued expenses, and other current liabilities on the accompanying condensed consolidated balance sheets. Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction. Occupancy Costs As a retail merchandising organization, the Company has elected to classify occupancy costs as selling, general and administrative expense in the condensed consolidated statements of income. Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $0 and $11,930 as of March 31, 2018 and December 31, 2017, respectively. The amount by which current replacement costs of LIFO inventories exceeded their recorded values as of March 31, 2018 was considered to be immaterial. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Betterments and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease. Successor Useful lives range from 2 to 26 years for buildings and improvements and from 2 to 12 years for vehicles and equipment. Predecessor Useful lives range from 15 to 20 years for buildings and improvements and from 2 to 7 years for vehicles and equipment. Goodwill and Intangible Assets The Company’s goodwill, trade names and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. The Company’s manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. Successor The estimated useful lives are 12 years for both the manufacturer and customer relationships. Predecessor The estimated useful lives were 13 to 18 years for the manufacturer relationships. The customer relationships were fully amortized and had a net carrying value of $0 at December 31, 2017. Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 13 - Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock. Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the condensed consolidated statements of income. Earnings Per Share The Company computes basic and diluted earnings/(loss) per share (“EPS”) by dividing net earnings/(loss) by the weighted average number of shares of common stock outstanding during the period. During the Successor Period from March 15, 2018 to March 31, 2018, basic and diluted net loss per common share are the same since the inclusion of common stock issuable pursuant to the exercise of the Company’s Series A Convertible Preferred Stock (utilizing the if converted method), plus unit purchase options, stock options and warrants on the calculation of diluted net loss per common share would have been anti-dilutive. The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: Net income $ 691 Dividends on Series A Convertible Preferred Stock (210 ) Deemed dividend on Series A Convertible Preferred Stock (3,392 ) Net loss attributable to common stockholders $ (2,911 ) During the Successor Period from March 15, 2018 to March 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: Basic Earnings/(Loss) per Share Weighted average outstanding common shares 8,471,608 Weighted average shares held in escrow (142,857 ) Weighted average prefunded warrants 1,339,499 Weighted shares outstanding - basic 9,668,250 For the Successor period, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Shares underlying Series A Convertible Preferred Stock 5,962,733 Shares underlying warrants 4,677,458 Stock options 3,673,544 Shares underlying unit purchase options 657,142 Share equivalents excluded from EPS 14,970,877 Advertising Costs Advertising and promotion costs are charged to operations in the period incurred and totaled approximately $357 for the period from March 15, 2018 to March 31, 2018 (Successor Period). Advertising and promotion charges were $2,624 and $3,255 for the Predecessor periods from January 1, 2018 to March 14, 2018 and January 1, 2017 to March 31, 2017, respectively. Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. Seasonality The Company’s operations generally experience modestly higher volumes of vehicle sales in the first quarter of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at our largest location (Tampa). Vendor Concentrations The Company purchases its new recreational vehicles and replacement parts from various manufacturers. During the Successor period from March 15, 2018 to March 31, 2018, four major manufacturers accounted for 40.1%, 27.7%, 11.5% and 11.3% of purchases. During the Predecessor Period from January 1, 2018 to March 14, 2018, four major manufacturers accounted for 36.1%, 21.4%, 18.2%, and 16.1% of total purchases. During the Predecessor period from January 1, 2017 to March 31, 2017, four major manufacturers accounted for 32.6%, 22.7%, 21.6%, and 17.0% of total purchases. The Company is subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if the Company is in material breach of the agreement terms. Geographic Concentrations Revenues generated by customers of the Florida location and the Colorado location were as follows (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Florida 77 % 81 % 81 % Colorado 16 % 11 % 11 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to March 31, 2018 through the date these condensed consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the financial statements. Except as disclosed in Note 15 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the condensed consolidated financial statements. Recently Issued Accounting Standards The Company qualifies as an emerging growth company pursuant to the provision of the Jumpstart Our Business Startups (“JOBS”) Act. Section 107 of the JOBS Act provides that an emerging growth company can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period Act for complying with new or revised accounting standards |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 3 – BUSINESS COMBINATION On March 15, 2018, the Company consummated the Mergers. Under the Merger Agreement, upon consummation of the Redomestication Merger, (i) each ordinary share of Andina was exchanged for one share of common stock of Holdings (“Holdings Shares”), except that holders of ordinary shares of Andina sold in its initial public offering (“public shares”) were entitled to elect instead to receive a pro rata portion of Andina’s trust account, as provided in Andina’s charter documents, (ii) each Andina right entitled the holder to receive one-seventh of a Holdings Share and (iii) each Andina warrant entitled the holder to purchase one-half of one Holdings Share at a price of $11.50 per whole share. Upon consummation of the Transaction Merger, the Lazydays RV’s stockholders received their pro rata portion of: (i) 2,857,189 Holdings Shares; and (ii) $86,741 in cash, subject to adjustments based on the Predecessor’s finalization of working capital and debt as of closing and also subject to any such Holdings Shares and cash that was issued and paid to the Predecessor’s option holders and participants under the transaction incentive plan (the “Transaction Incentive Plan”). The Company accounted for the Mergers as a business combination using the purchase method of accounting. As a result, the Company determined its preliminary allocation of the fair value of the assets acquired and the liabilities assumed of the Predecessor as follows: Cash $ 9,188 Receivables 14,768 Inventories 124,354 Prepaid expenses and other 4,055 Property and equipment 73,642 Intangible assets 68,200 Other assets 200 Total assets acquired 294,407 Accounts payable, accrued expenses and other current liabilities 26,527 Floor plan notes payable 95,663 Financing liability 56,000 Deferred tax liability 20,370 Long-term debt 8,781 Total liabilities assumed 207,341 Net assets acquired $ 87,066 The fair value of the consideration paid was as follows: Cash consideration paid $ 86,741 Common stock issued to former stockholders, option holders, and bonus receipients of Lazydays RV 29,400 Total consideration $ 116,141 The common stock was valued at $10.29 per share, the closing price of Andina’s common stock on the date of the Mergers. Goodwill represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed from the Predecessor. Goodwill associated with the Mergers is detailed below: Total consideration $ 116,141 Less net assets acquired 87,066 Goodwill $ 29,075 The following table summarizes the Company’s preliminary allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closing of the Mergers. Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Trade names and trademarks $ 30,100 N/A Customer relationships 9,100 12 years Manufacturer relationships 29,000 12 Years Total intangible assets $ 68,200 Trade names and trademarks are indefinite-lived assets and are not subject to amortization. The value of trade names, trademarks, and customer relationships was determined utilizing the relief from royalty method. The Company determined the fair value of the manufacturer relationships utilizing a discounted cash flow model. Direct transaction related costs consist of costs incurred in connection with the Merger Agreement. These costs totaled $2,730 for the period from March 15, 2018 to March 31, 2018 which primarily consisted of the business combination expenses of Andina that were contingent upon the completion of the Mergers. These costs total $381 for the period from January 1, 2018 to March 14, 2018. The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the Mergers had been consummated on January 1, 2017. Pro Forma Combined Statements of Income For the Three Months Ended March 31, 2018 2017 Revenue $ 177,844 $ 169,965 Income before income tax expense $ 6,111 $ 5,411 Net income $ 4,196 $ 3,349 The Company adjusted the combined income of Lazydays RV with Andina and adjusted net income to add back business combination expenses as well as the incremental depreciation and amortization associated with the preliminary purchase price allocation to determine pro forma net income. Goodwill that is deductible for tax purposes was determined to be $6,089. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – INVENTORIES Inventories consist of the following: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) New recreational vehicles $ 80,890 $ 89,668 Pre-owned recreational vehicles 34,676 31,378 Parts, accessories and other 4,643 5,054 120,209 126,100 Less: excess of current cost over LIFO - (11,930 ) $ 120,209 $ 114,170 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 5 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) Land $ 13,775 $ 10,366 Building and improvments including leasehold improvements 50,907 41,890 Furniture and equipment 3,491 14,753 Company vehicles and rental units 4,847 3,612 Construction in progress 693 396 73,713 71,017 Less: Accumulated depreciation and amortization (269 ) (25,348 ) $ 73,444 $ 45,669 Depreciation and amortization expense amounted to the amounts set forth in the table below (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Depreciation and amortization $ 269 $ 1,058 $ 1,347 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS Intangible assets and the related accumulated amortization are summarized as follows: Successor Predecessor As of March 31, 2018 (Unaudited) As of December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 29,000 $ 100 $ 28,900 $ 11,100 $ 3,238 $ 7,862 Customer relationships 9,100 32 9,068 1,300 1,300 - 38,100 132 37,968 12,400 4,538 7,862 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 18,000 - 18,000 $ 68,200 $ 132 $ 68,068 $ 30,400 $ 4,538 $ 25,862 Amortization expense amounted to the amounts set forth in the table below (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Amortization $ 132 $ 154 $ 187 Estimated future amortization expense is as follows: Years ending 2018 (9 months) $ 2,381 2019 3,175 2020 3,175 2021 3,175 2022 3,175 Thereafter 22,887 $ 37,968 As of March 31, 2018, the weighted average remaining amortization period was 11.9 years. |
Financing Liability
Financing Liability | 3 Months Ended |
Mar. 31, 2018 | |
Leases [Abstract] | |
Financing Liability | NOTE 7 – FINANCING LIABILITY On December 23, 2015, the Predecessor sold certain land, building and improvements for $56,000 and is leasing back the property from the purchaser over a non-cancellable period of 20 years. The lease contains renewal options at lease termination, with three options to renew for 10 additional years each and contains a right of first offer in the event the property owner intends to sell any portion or all of the property to a third party. These rights and obligations constitute continuing involvement, which resulted in failed sale-leaseback (financing) accounting. The financing liability, net of debt discount, is summarized as follows: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) Financing liability $ 56,000 $ 55,158 Interest added to principal amount 171 - Debt discount - (883 ) Financing liability, net of debt discount 56,171 54,275 Less: current portion 597 595 Financing liability, non-current portion $ 55,574 $ 53,680 The future minimum payments required by the arrangement are as follows: Years ending December 31, Principal Interest Total Payment 2018 (9 months) $ 426 $ 3,070 $ 3,496 2019 702 4,052 4,754 2020 853 3,995 4,848 2021 1,018 3,927 4,945 2022 1,198 3,847 5,045 Thereafter 40,974 34,574 75,548 $ 45,171 $ 53,465 $ 98,636 The financing liability has an implied interest rate of 7.3%. At the conclusion of the 20-year lease period, the financing liability residual will be $11,000, which will correspond to the carrying value of the land. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | NOTE 8 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities consist of the following: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) Accounts payable $ 9,741 $ 12,394 Other accrued expenses 2,315 2,893 Customer deposits 5,127 3,999 Accrued compensation 4,538 3,211 Accrued charge-backs 2,582 2,373 Accrued interest 258 311 Total $ 24,561 $ 25,181 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9 – DEBT M&T Financing Agreement On March 15, 2018, the Company terminated and replaced the Bank of America (“BOA”) credit facility with a $200,000 Senior Secured Credit Facility with M&T Bank (the “M&T Facility”). The M&T Facility includes a Floor Plan Facility (the “M&T Floor Plan Line of Credit”), a Term Loan (the “M&T Term Loan”), and a Revolving Credit Facility (the “M&T Revolver”). The M&T Facility will mature on March 15, 2021. The M&T Facility requires the Company to meet certain financial and other covenants and is secured by substantially all the assets of the Company. The costs of the M&T Facility were recorded as a debt discount. On March 15, 2018, the Company repaid $96.7 million outstanding under the BOA floor plan notes payable and $8.8 million outstanding under the BOA term loan. As of March 31, 2018, the payment of dividends by the Company (other than from proceeds of revolving loans) was permitted under the M&T Facility, so long as at the time of payment of any such dividend, no event of default existed under the M&T Facility, or would result from the payment of such dividend, and so long as any such dividend was permitted under the M&T Facility. As of March 31, 2018, the maximum amount of cash dividends that the Company could make from legally available funds to its stockholders was limited to an aggregate of $12,600 pursuant to a calculation as defined in the M&T Facility. Floor Plan Line of Credit The $175,000 M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $45,000 may be used to finance pre-owned vehicle inventory and $4,500 may be used to finance rental units. Principal becomes due upon the sale of the related vehicle. The M&T Floor Plan Line of Credit shall accrue interest at either (a) the fluctuating 30-day LIBOR rate plus an applicable margin which ranges from 2.00% to 2.30% based upon the Company’s total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus an applicable margin ranging from 1.00% to 1.30% based upon the Company’s total leverage ratio (as defined in the M&T Facility). The Base Rate is defined in the M&T Facility as the highest of M&T’s prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. In addition, the Company will be charged for unused commitments at a rate of 0.15%. The M&T Floor Plan Line of Credit consists of the following as of March 31, 2018: Successor As of March 31, 2018 (Unaudited) Floor plan notes payable, gross $ 99,926 Debt discount (558 ) Floor plan notes payable, net of debt discount $ 99,368 Term Loan The $20,000 M&T Term Loan will be repaid in equal monthly principal installments of $242 plus accrued interest through the maturity date of March 15, 2021. At the maturity date, the Company will pay a principal balloon payment of $11,300 plus any accrued interest. The M&T Term Loan shall bear interest at (a) LIBOR plus an applicable margin of 2.25% to 3.00% based on the total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus a margin of 1.25%-2.00% based on the total leverage ratio (as defined in the M&T Facility). Long-term debt consists of the following as of March 31, 2018: Successor As of March 31, 2018 (Unaudited) Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount M&T Term Loan $ 20,000 $ (56 ) $ 19,944 Capital lease obligation-equipment 9 - 9 Total long-term debt 20,009 (56 ) 19,953 Less: current portion 2,909 - 2,909 Long term debt, non-current $ 17,100 $ (56 ) $ 17,044 Revolver The $5,000 M&T Revolver allows the Company to draw up to $5,000. The M&T Revolver shall bear interest at (a) 30-day LIBOR plus an applicable margin of 2.25% to 3.00% based on the total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus a margin of 1.25%-2.00% based on the total leverage ratio (as defined in the M&T Facility). The M&T Revolver is also subject to unused commitment fees at rates varying from 0.25% to 0.50% based on the total leverage ratio (as defined in the M&T Facility). During the Successor period ended March 31, 2018, there were no outstanding borrowings under the M&T Revolver. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES The Company recorded a provision for federal and state income taxes of $449 for the Successor Period from March 15 for the Predecessor periods from January 1, 2018 to March 14, 2018 and $2,445 for the three months ended March 31, 2017, respectively, which represent effective tax rates of approximately 39.4%, 23.9%, and 38.1%, respectively. The Company’s 2018 effective tax rates differ from the federal statutory rate of 21% primarily due to local and state income tax rates, net of the federal tax effect as well as the non-deductibility of certain transaction costs and stock based compensation expenses. The Company’s 2017 effective tax rates differ from the federal statutory rate of 35% primarily due to local and state income tax rates, net of the federal tax effect. Due to the Tax Cuts and Jobs Act, the Company’s federal income tax rate decreased from 35% in 2017 to 21% in 2018. Deferred tax assets and liabilities were as follows: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) Deferred tax assets: Accounts receivable $ 253 $ 253 Accrued charge-backs 634 594 Other accrued liabilities 527 424 Goodwill - 274 Financing liability 14,005 13,574 Transaction costs - 579 Stock based compensation - 165 Other, net (65 ) 215 15,354 16,078 Deferred tax liabilities: Prepaid expenses (118 ) (202 ) Inventories (4,605 ) (1,531 ) Property and equipment (15,349 ) (9,178 ) Intangible assets (15,652 ) (5,023 ) (35,724 ) (15,934 ) Net deferred tax assets/ (liabilities) $ (20,370 ) $ 144 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11 – RELATED PARTY TRANSACTIONS On March 15, 2018, the non-executive Chairman of the Board of Andina was repaid aggregate outstanding notes payable totaling $662. In addition, $100 was repaid to other employees of Andina. On March 15, 2018, in connection with the Mergers, the Company paid Hydra Management, LLC, an affiliate of A. Lorne Weil, an initial shareholder of Andina and the father of B. Luke Weil, a member of the Company’s Board of Directors, $500 as compensation for advisory services in connection with the Mergers. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 - COMMITMENTS AND CONTINGENCIES Employment Agreements The Company entered into employment agreements with the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the Company effective as of the consummation of the Mergers. The employment agreements with the CEO and the CFO provide for initial base salaries of $540 and $325, respectively, subject to annual discretionary increases. In addition, each executive is eligible to participate in any employee benefit plans adopted by the Company from time to time and is eligible to receive an annual cash bonus based on the achievement of performance objectives. The CEO’s target bonus is 100% of his base salary and the CFO’s target bonus is 75% of her base salary. The employment agreements also provide that each executive is to be granted an option to purchase shares of common stock of the Company (See Note 14 – Stockholders’ Equity). The employment agreements provide that if the executive is terminated for any reason, he or she is entitled to receive any accrued benefits, including any earned but unpaid portion of base salary through the date of termination, subject to withholding and other appropriate deductions. In addition, in the event the executive resigns for good reason or is terminated without cause (all as defined in the employment agreement) prior to January 1, 2022, subject to entering into a release, the Company will pay the executive severance equal to (i) two times base salary and average bonus for the CEO and (ii) one times base salary and average bonus for the CFO. See Note 15 – Subsequent Events. Director Compensation The Company’s non-employee members of the board of directors will receive annual cash compensation of $50 for serving on the board of directors, $5 for serving on a committee of the board of directors (other than the Chairman of each of the committees) and $10 for serving as the Chairman of any of the committees of the board of directors. Legal Proceedings The Company is a party to numerous legal proceedings that arise in the ordinary course of business. The Company has certain insurance coverage and rights of indemnification. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s business, results of operations, financial condition, and/or cash flows. Operating Leases The Company leases various land, office and dealership equipment under non-cancellable operating leases. These leases have terms ranging from 36 months to 4 years and expire through 2022. Rent expense associated with operating leases was as follows (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Rent expense $ 79 $ 394 $ 454 Transaction Incentive Plan On January 30, 2017, the Company’s Board of Directors approved the Company’s Transaction Incentive Plan, which provides incentives to eight directors and employees of the Company upon the consummation of a qualifying sale transaction. The Transaction Incentive Plan expires on October 31, 2020. To the extent the proceeds received in a qualifying sale transaction exceed certain specified thresholds (the “Excess Amount”), participants in the Transaction Incentive Plan who meet the specified service requirements are entitled to a cash and stock award on the closing date of the qualifying sale transaction equal to their awarded percentage of the Excess Amount. The cash and stock awards will be paid from the consideration of the qualifying sale transaction. The Mergers (see Note 3 – Business Combination) represented a qualifying sale transaction that resulted in the payment to plan participants of an aggregate of $1,510 of cash (including amounts held in escrow) and 51,896 shares of Holdings’ common stock with a value of $534 based on the March 15, 2018 closing price of $10.29 per Andina share. An additional $250 will be paid in cash and stock upon the release of amounts held in escrow under the Merger Agreement. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | NOTE 13 – PREFERRED STOCK Simultaneous with the closing of the Mergers, the Company consummated a private placement with institutional investors for the sale of convertible preferred stock, common stock, and warrants for an aggregate purchase price of $94,800 (the “PIPE Investment”). At the closing, the Company issued an aggregate of 600,000 shares of Series A Preferred Stock (with a stated value of $60,000), The investors in the PIPE Investment were granted certain registration rights as set forth in the securities purchase agreements. The Series A Preferred Stock ranks senior to all outstanding stock of the Company. Holders of the Series A Preferred Stock are entitled to vote on an as-converted basis together with the holders of the Common Stock, and not as a separate class, at any annual or special meeting of stockholders. Each share of Series A Preferred Stock is convertible at the holder’s election at any time, at an initial conversion price of $10.0625 per share, subject to adjustment (as applicable, the “Conversion Price”). Upon any conversion of the Series A Preferred Stock, the Company will be required to pay each holder converting shares of Series A Preferred Stock all accrued and unpaid dividends, in either cash or shares of common stock, at the Company’s option. The Conversion Price will be subject to adjustment for stock dividends, forward and reverse splits, combinations and similar events, as well as for certain dilutive issuances. Dividends on the Series A Preferred Stock accrue at an initial rate of 8% per annum (the “Dividend Rate”), compounded quarterly, on each $100 of Series A Preferred Stock (the “Issue Price”) and are payable quarterly in arrears. Accrued and unpaid dividends, until paid in full in cash, will accrue at the then applicable Dividend Rate plus 2%. The Dividend Rate will be increased to 11% per annum, compounded quarterly, in the event that the Company’s senior indebtedness less unrestricted cash during any trailing twelve-month period ending at the end of any fiscal quarter is greater than 2.25 times earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Dividend Rate will be reset to 8% at the end of the first fiscal quarter when the Company’s senior indebtedness less unrestricted cash during the trailing twelve-month period ending at the end of such quarter is less than 2.25 times EBITDA. If, at any time following the second anniversary of the issuance of the Series A Preferred Stock, the volume weighted average price of the Company’s common stock equals or exceeds $25.00 per share (as adjusted for stock dividends, splits, combinations and similar events) for a period of thirty consecutive trading days, the Company may elect to force the conversion of any or all of the outstanding Series A Preferred Stock at the Conversion Price then in effect. From and after the eighth anniversary of the issuance of the Series A Preferred Stock, the Company may elect to redeem all, but not less than all, of the outstanding Series A Preferred Stock in cash at the Issue Price plus all accrued and unpaid dividends. From and after the ninth anniversary of the issuance of the Series A Preferred Stock, each holder of Series A Preferred Stock has the right to require the Company to redeem all of the holder’s outstanding shares of Series A Preferred Stock in cash at the Issue Price plus all accrued and unpaid dividends. In the event of any liquidation, merger, sale, dissolution or winding up of the Company, holders of the Series A Preferred Stock will have the right to (i) payment in cash of the Issue Price plus all accrued and unpaid dividends, or (ii) convert the shares of Series A Preferred Stock into common stock and participate on an as-converted basis with the holders of common stock. So long as the Series A Preferred Stock is outstanding, the holders thereof, by the vote or written consent of the holders of a majority in voting power of the outstanding Series A Preferred Stock, shall have the right to designate two members to the board of directors. In addition, five-year warrants to purchase 596,273 shares of common stock at an exercise price of $11.50 per were issued in conjunction with the issuance of the Series A Preferred Stock. The warrants may be exercised for cash or, at the option of the holder, on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The warrants may be called for redemption in whole and not in part, at a price of $0.01 per share of common stock, if the last reported sales price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, if there is a current registration statement in effect with respect to the shares underlying the warrants. The Series A Preferred Stock, while convertible into common stock, is also redeemable at the holder’s option and, as a result, is classified as temporary equity in the condensed consolidated balance sheets. An analysis of its features determined that the Series A Preferred Stock was more akin to equity. While the embedded conversion option (“ECO”) was subject to an anti-dilution price adjustment, since the ECO was clearly and closely related to the equity host, it was not required to be bifurcated and it was not accounted for as a derivative liability under ASC 815. After factoring in the relative fair value of the warrants issued in conjunction with the Series A Preferred Stock, the effective conversion price is $9.72 per share, compared to the market price of $10.29 per share on the date of issuance. As a result, a $3,392 beneficial conversion feature was recorded as a deemed dividend in the condensed consolidated statement of income because the Series A Preferred Stock is immediately convertible, with a credit to additional paid-in capital. The relative fair value of the warrants issued with the Series A Preferred Stock of $2,035 was recorded as a reduction to the carrying amount of the preferred stock in the condensed consolidated balance sheet. In addition, aggregate offering costs of $2,981 consisting of cash and the value of five-year warrants to purchase 178,882 shares of common stock at an exercise price of $11.50 per share issued to the placement agent were recorded as a reduction to the carrying amount of the preferred stock. The $632 value of the warrants was determined utilizing the Black-Scholes option pricing model using a term of 5 years, a volatility of 39%, a risk-free interest rate of 2.61%, and a 0% rate of dividends. The discount associated with the Series A Preferred Stock wasn’t accreted during the Successor period because redemption was not currently deemed to be probable. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 14 – STOCKHOLDERS’ EQUITY Successor Authorized Capital The Company is authorized to issue 100,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of preferred stock, $0.0001 par value. The holders of the Company’s common stock are entitled to one vote per share. The holders of Series A Preferred Stock are entitled to the number of votes equal to the number of shares of common stock into which the holder’s shares are convertible. These holders of Series A Preferred Stock also participate in dividends if they are declared by the Board. See Note 13 – Preferred Stock for additional information associated with the Series A Preferred Stock. 2018 Plan On March 15, 2018, the Company adopted the 2018 Long-Term Incentive Equity Plan (the “2018 Plan”). The 2018 Plan reserves up to 13% of the shares outstanding on a fully diluted basis. The 2018 Plan is administered by the Compensation Committee of the board of directors, and provides for awards of options, stock appreciation rights, restricted stock, restricted stock units, warrants or other securities which may be convertible, exercisable or exchangeable for or into common stock. Due to the fact that the fair market value per share immediately following the closing of the Mergers was greater than $8.75 per share, the number of shares authorized for awards under the 2018 Plan was increased by a formula (as defined in the 2018 Plan) not to exceed 18% of shares then outstanding on a fully diluted basis. Common Stock On March 15, 2018, the Company had 1,872,428 shares of common stock outstanding prior to the consummation of the Mergers. On March 15, 2018, Andina rights holders converted their existing rights at a ratio of one share of common stock for seven Andina rights. As a result, 615,436 shares of common stock of the Company were issued to former Andina rights holders. On March 15, 2018, holders of 472,571 shares of Andina common stock, which had been subject to redemption prior to the Mergers, were reclassified from temporary equity to stockholders’ equity at their carrying value of $4,910. On March 15, 2018, 2,857,189 shares of common stock at a price per share of $10.29 were issued to the former stockholders of Lazydays RV in conjunction with the Mergers for a total value of $29,400. Simultaneous with the Mergers, in addition to the Series A Preferred Stock and warrants issued in the PIPE investment, the Company sold 2,653,984 shares of common stock, perpetual non-redeemable pre-funded warrants to purchase 1,339,499 shares of common stock at an exercise price of $0.01 per share, and five-year warrants to purchase 1,630,927 shares of common stock at an exercise price of $11.50 per share for gross proceeds of $34,783. The Company incurred offering costs of $2,065 which was recorded as a reduction to additional paid-in capital in the condensed consolidated balance sheet. The five-year warrants may be exercised for cash or, at the option of the holder, on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act by surrendering the warrants for that number of shares of common stock as determined under the warrants. These warrants may be called for redemption in whole and not in part, at a price of $0.01 per share if the last reported sales price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, if there is a current registration statement in effect with respect to the common stock underlying the warrants. In addition, five-year warrants to purchase 116,376 shares of common stock at an exercise price of $11.50 per share were issued to the placement agent. Unit Purchase Options On November 24, 2015, Andina sold options to purchase an aggregate of 400,000 units (collectively, the “Unit Purchase Options”) to an investment bank and its designees for $100. The Unit Purchase Options are exercisable at $10.00 per unit, as a result of the Merger described in Note 3 – Business Combination and they expire on November 24, 2020. The Unit Purchase Options represent the right to purchase an aggregate of 457,142 shares of common stock (which includes 57,142 shares of common stock issuable for the rights included in the units, as well as warrants to purchase 200,000 shares of common stock for $11.50 per share). The Unit Purchase Options grant to the holders “demand” and “piggy back” registration rights for periods of five and seven years, respectively, with respect to the securities directly and indirectly issuable upon exercise of the Unit Purchase Options. The Unit Purchase Options may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the Unit Purchase Options (the difference between the exercise price of the Unit Purchase Option and the market price of the Unit Purchase Options and the underlying shares of common stock) to exercise the Unit Purchase Options without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the Unit Purchase Options or the underlying rights or warrants. Warrants As of March 15, 2018, holders of Andina warrants exchanged their existing warrants to purchase 2,155,000 shares of common stock for warrants to purchase 2,155,000 shares of Company common stock at an exercise price of $11.50 per share and a contractual life of five years from the date of the Mergers. If a registration statement covering the 2,000,000 of the shares issuable upon exercise of the public warrants is not effective, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. The warrants may be called for redemption in whole and not in part, at a price of $0.01 per warrant, if the last reported sales price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, if there is a current registration statement in effect with respect to the shares underlying the warrants. Of the warrants to purchase 2,155,000 shares of common stock originally issued by Andina, 155,000 are not redeemable and are exercisable on a cashless basis at the holder’s option. Additionally, warrants to purchase 2,522,458 shares of common stock were issued with the PIPE Investment, including warrants issued to the investment bank but excluding prefunded warrants. The Company had the following activity related to shares underlying warrants: Shares Underlying Warrants Weighted Average Exercise Price Warrants outstanding March 15, 2018 - $ - Granted 4,677,458 11.50 Cancelled or Expired - - Exercised - - Warrants outstanding March 31, 2018 4,677,458 $ 11.50 The table above excludes perpetual non-redeemable prefunded warrants to purchase 1,339,499 shares of common stock with an exercise price of $0.01 per share. The table also excludes warrants to purchase 200,000 shares of common stock which are issuable upon exercise of the Unit Purchase Options. Stock Options Stock option activity is summarized below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at March 15, 2018 - $ - Granted 3,687,762 11.10 Cancelled or terminated (14,218 ) 11.10 Exercised - - Options outstanding at March 31, 2018 3,673,544 $ 11.10 4.96 $ - Options exercisable at March 31, 2018 - $ - - $ - Awards with Market Conditions On March 16, 2018, the Company granted five-year incentive stock options to purchase 3,573,113 shares of common stock at an exercise price of $11.10 per share to employees pursuant to the 2018 Plan, including 1,458,414 shares underlying the CEO’s stock options and 583,366 shares underlying the CFO’s stock options. A set percentage of the stock options shall vest upon the volume weighted average price (“VWAP”) of the common stock, as defined in the option agreements, being equal to or greater than a specified price per share for at least thirty (30) out of thirty-five (35) consecutive trading days, as follows and are exercisable only to the extent that they are vested: 30% of the options shall vest upon exceeding $13.125 per share; an additional 30% of the options shall vest upon exceeding $17.50 per share; an additional 30% of the options shall vest upon exceeding $21.875 per share; and an additional 10% of the options shall vest upon exceeding $35.00 per share; provided that the option holder remains continuously employed by the Company (and/or any of its subsidiaries) from the grant date through (and including) the relevant date of vesting. The fair value of the awards of $15,004 was determined using a Monte Carlo simulation based on a 5-year term, a risk-free rate of 2.62%, an annual dividend yield of 0%, and an annual volatility of 42.8%. The expense is being recognized over the derived service period of each vesting tranche which was determined to be 0.74 years, 1.64 years, 2.24 years, and 3.13 years. The expense recorded for these awards was $485 during the Successor period from March 15, 2018 to March 31, 2018, which is included in operating expenses in the condensed consolidated statements of income. Awards with Service Conditions On March 16, 2018, the Company granted five-year stock options to purchase an aggregate of 99,526 shares at an exercise price of $11.10 per share to the non-employee directors of the Company, pursuant to the 2018 Plan. These options vest over three years with one-third vesting on each of the respective anniversary dates. On March 23, 2018, stock options to purchase 14,218 shares of common stock that had been issued to one non-employee director were canceled, while new five-year options to purchase 15,123 shares of common stock at an exercise price of $10.40 per share were issued to certain investment funds pursuant to an arrangement between the same non-employee director and the investment adviser to the funds. The new options vest over three years with one-third vesting on each of the respective anniversary dates. The $350 fair value of these awards was determined using the Black-Scholes option pricing model based on a 3.5 year expected life, a risk-free rate of 2.42%, an annual dividend yield of 0%, and an annual volatility of 39%. The expense is being recognized over the three-year vesting period. The expense recorded for these awards was $4 during the Successor period from March 15, 2018 to March 31, 2018, which is included in operating expenses in the condensed consolidated statements of income. The expected life was determined using the simplified method as the awards were determined to be plain-vanilla options. As of March 31, 2018, total unrecorded compensation cost related to non-vested awards was $14,867 which is expected to be amortized over a weighted average service period of approximately 1.62 years. The weighted average grant date fair value of awards issued during the Successor period was $4.18 per share. Predecessor Stock Options The Company recognized stock-based compensation expense of $140 and $119 related to the 2017 Stock Option Plan for the period from January 1, 2018 to March 14, 2018 and the period from January 1, 2017 to March 31, 2017, respectively, which is included within operating expenses on the condensed consolidated statements of income. On March 15, 2018, as a result of the consummation of the Mergers (see Note 3 – Business Combination), the vesting of the existing options accelerated and the option holders of the Predecessor became entitled to receive an aggregate of $2,636, of which $1,500 was distributable in cash and $530 was distributable in the form of 51,529 shares of common stock. An additional amount will be paid to the option holders in cash and stock upon the release of the amounts held in escrow under the Merger Agreement. These payments were allocated from the purchase consideration due to the sellers associated with the Business Combination. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS On April 30, 2018, the current CFO announced her voluntary resignation from the Company, effective May 11, 2018 immediately following the filing of the Form 10-Q for the quarter ended March 31, 2018. The current CFO will continue to be employed by the Company through June 15, 2018. The current CFO will be entitled to her accrued and unpaid salary upon her departure and her unvested options will be forfeited. Subsequent to March 31, 2018, the Company entered into an offer letter with the new Chief Financial Officer (the “new CFO”) of the Company. The offer letter provides for an initial base salary of $325 per year subject to annual discretionary increases. In addition, the executive is eligible to participate in any employee benefit plans adopted by the Company from time to time and is eligible to receive an annual cash bonus based on the achievement of performance objectives. The new CFO’s target bonus is 75% of his annual base salary (with a potential to earn a maximum of up to 150% of his target bonus). The offer letter also provides that the executive is to be granted an option to purchase shares of common stock of the Company. He is also being provided with a relocation allowance of $100 which the new CFO will be required to repay if he resigns from the Company or is terminated by the Company for cause within two years of his start date. If he is terminated without cause, he will receive twelve months of his base salary as severance. If he is terminated following a change in control, he is also eligible to receive a pro-rated bonus, if the board of directors determines that the performance objectives have been met. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with Lazydays R.V, Center Inc.’s consolidated financial statements and notes as of December 31, 2017 and 2016 and for the years then ended, included in the Report on Form 8-K filed with the SEC on March 21, 2018. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
Principles of Consolidation | Principles of Consolidation Successor The condensed consolidated financial statements in the period from March 15, 2018 to March 31, 2018 include the accounts of Holdings, Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile Hi RV, LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor The condensed consolidated financial statements in the periods from January 1, 2018 to March 14, 2018 and January 1, 2017 through March 31, 2017 include the accounts of Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Arizona, LLC, Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile Hi RV, LLC (collectively, the “Predecessor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor and Successor Periods As a result of the Mergers, Holdings is the acquirer for accounting purposes and Lazydays R.V. Center, Inc. is the acquiree and the accounting predecessor. The financial statement presentation distinguishes the results into two distinct periods, the period up to March 15, 2018 (the “Acquisition Date”) (“Predecessor Periods”) and the period including and after that date (the “Successor Period”). The Mergers were accounted for as a business combination using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting as of the effective time of the Transaction Merger, the accompanying condensed consolidated financial statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not directly comparable. The historical financial information of Andina, (which was a special purpose acquisition company) prior to the business combination has not been reflected in the Predecessor financial statements as these historical amounts have been considered de minimis. Accordingly, no other activity in the Company was reported in the Predecessor Period other than the activity of Lazydays RV. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, the allowance for doubtful accounts and stock-based compensation. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) fees are fixed or determinable, and (4) the collection of related accounts receivable is probable. Revenue from the sale of vehicles is recognized on delivery, transfer of title and completion of financing arrangements. Revenue from parts sales and service is recognized on delivery of the service or product. Revenue from rental of vehicles is recognized pro rata over the period of the rental agreement. The rental agreements are generally short-term in nature. Revenue from rentals is included in parts, service, and other revenue on the accompanying statements of income. The Company receives commissions from the sale of insurance and vehicle service contracts to customers. In addition, the Company arranges financing for customers through various financial institutions and receives commissions. The Company may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of the contracts by the customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicles and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The Company recognized finance and insurance revenues, net of chargebacks, as follows (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Gross finance and insurance revenues $ 2,517 $ 7,483 $ 8,951 Chargebacks (80 ) (622 ) (427 ) Net finance revenue $ 2,437 $ 6,861 $ 8,524 The Company has an accrual for charge-backs which totaled $2,582 and $2,373 at March 31, 2018 and December 31, 2017, respectively, and is included in accounts payable, accrued expenses, and other current liabilities on the accompanying condensed consolidated balance sheets. Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction. |
Occupancy Costs | Occupancy Costs As a retail merchandising organization, the Company has elected to classify occupancy costs as selling, general and administrative expense in the condensed consolidated statements of income. |
Inventories | Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $0 and $11,930 as of March 31, 2018 and December 31, 2017, respectively. The amount by which current replacement costs of LIFO inventories exceeded their recorded values as of March 31, 2018 was considered to be immaterial. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Betterments and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease. Successor Useful lives range from 2 to 26 years for buildings and improvements and from 2 to 12 years for vehicles and equipment. Predecessor Useful lives range from 15 to 20 years for buildings and improvements and from 2 to 7 years for vehicles and equipment. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill, trade names and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. The Company’s manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. Successor The estimated useful lives are 12 years for both the manufacturer and customer relationships. Predecessor The estimated useful lives were 13 to 18 years for the manufacturer relationships. The customer relationships were fully amortized and had a net carrying value of $0 at December 31, 2017. |
Cumulative Redeemable Convertible Preferred Stock | Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 13 - Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the condensed consolidated statements of income. |
Earnings Per Share | Earnings Per Share The Company computes basic and diluted earnings/(loss) per share (“EPS”) by dividing net earnings/(loss) by the weighted average number of shares of common stock outstanding during the period. During the Successor Period from March 15, 2018 to March 31, 2018, basic and diluted net loss per common share are the same since the inclusion of common stock issuable pursuant to the exercise of the Company’s Series A Convertible Preferred Stock (utilizing the if converted method), plus unit purchase options, stock options and warrants on the calculation of diluted net loss per common share would have been anti-dilutive. The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: Net income $ 691 Dividends on Series A Convertible Preferred Stock (210 ) Deemed dividend on Series A Convertible Preferred Stock (3,392 ) Net loss attributable to common stockholders $ (2,911 ) During the Successor Period from March 15, 2018 to March 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: Basic Earnings/(Loss) per Share Weighted average outstanding common shares 8,471,608 Weighted average shares held in escrow (142,857 ) Weighted average prefunded warrants 1,339,499 Weighted shares outstanding - basic 9,668,250 For the Successor period, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Shares underlying Series A Convertible Preferred Stock 5,962,733 Shares underlying warrants 4,677,458 Stock options 3,673,544 Shares underlying unit purchase options 657,142 Share equivalents excluded from EPS 14,970,877 |
Advertising Costs | Advertising Costs Advertising and promotion costs are charged to operations in the period incurred and totaled approximately $357 for the period from March 15, 2018 to March 31, 2018 (Successor Period). Advertising and promotion charges were $2,624 and $3,255 for the Predecessor periods from January 1, 2018 to March 14, 2018 and January 1, 2017 to March 31, 2017, respectively. |
Income Taxes | Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. |
Seasonality | Seasonality The Company’s operations generally experience modestly higher volumes of vehicle sales in the first quarter of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at our largest location (Tampa). |
Vendor Concentrations | Vendor Concentrations The Company purchases its new recreational vehicles and replacement parts from various manufacturers. During the Successor period from March 15, 2018 to March 31, 2018, four major manufacturers accounted for 40.1%, 27.7%, 11.5% and 11.3% of purchases. During the Predecessor Period from January 1, 2018 to March 14, 2018, four major manufacturers accounted for 36.1%, 21.4%, 18.2%, and 16.1% of total purchases. During the Predecessor period from January 1, 2017 to March 31, 2017, four major manufacturers accounted for 32.6%, 22.7%, 21.6%, and 17.0% of total purchases. The Company is subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if the Company is in material breach of the agreement terms. |
Geographic Concentrations | Geographic Concentrations Revenues generated by customers of the Florida location and the Colorado location were as follows (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Florida 77 % 81 % 81 % Colorado 16 % 11 % 11 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. |
Subsequent Events | Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to March 31, 2018 through the date these condensed consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the financial statements. Except as disclosed in Note 15 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the condensed consolidated financial statements. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company qualifies as an emerging growth company pursuant to the provision of the Jumpstart Our Business Startups (“JOBS”) Act. Section 107 of the JOBS Act provides that an emerging growth company can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period Act for complying with new or revised accounting standards |
Significant Accounting Polici23
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Recognized of Finance and Insurance Revenues | The Company recognized finance and insurance revenues, net of chargebacks, as follows (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Gross finance and insurance revenues $ 2,517 $ 7,483 $ 8,951 Chargebacks (80 ) (622 ) (427 ) Net finance revenue $ 2,437 $ 6,861 $ 8,524 |
Summary of Net Loss Attribute to Common Stockholders | The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: Net income $ 691 Dividends on Series A Convertible Preferred Stock (210 ) Deemed dividend on Series A Convertible Preferred Stock (3,392 ) Net loss attributable to common stockholders $ (2,911 ) |
Schedule of Denominator of Basic and Dilutive Earnings Per Share | During the Successor Period from March 15, 2018 to March 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: Basic Earnings/(Loss) per Share Weighted average outstanding common shares 8,471,608 Weighted average shares held in escrow (142,857 ) Weighted average prefunded warrants 1,339,499 Weighted shares outstanding - basic 9,668,250 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | For the Successor period, the following common stock equivalent shares were excluded from the computation of the diluted loss per share, since their inclusion would have been anti-dilutive: Shares underlying Series A Convertible Preferred Stock 5,962,733 Shares underlying warrants 4,677,458 Stock options 3,673,544 Shares underlying unit purchase options 657,142 Share equivalents excluded from EPS 14,970,877 |
Schedule of Geographic Concentration Risk Percentage | Revenues generated by customers of the Florida location and the Colorado location were as follows (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Florida 77 % 81 % 81 % Colorado 16 % 11 % 11 % |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The Company accounted for the Mergers as a business combination using the purchase method of accounting. As a result, the Company determined its preliminary allocation of the fair value of the assets acquired and the liabilities assumed of the Predecessor as follows: Cash $ 9,188 Receivables 14,768 Inventories 124,354 Prepaid expenses and other 4,055 Property and equipment 73,642 Intangible assets 68,200 Other assets 200 Total assets acquired 294,407 Accounts payable, accrued expenses and other current liabilities 26,527 Floor plan notes payable 95,663 Financing liability 56,000 Deferred tax liability 20,370 Long-term debt 8,781 Total liabilities assumed 207,341 Net assets acquired $ 87,066 |
Schedule of Fair Value of Consideration Paid | The fair value of the consideration paid was as follows: Cash consideration paid $ 86,741 Common stock issued to former stockholders, option holders, and bonus receipients of Lazydays RV 29,400 Total consideration $ 116,141 |
Schedule of Goodwill Associated with Merger | Goodwill associated with the Mergers is detailed below: Total consideration $ 116,141 Less net assets acquired 87,066 Goodwill $ 29,075 |
Schedule of Identifiable Intangible Assets Acquired | The following table summarizes the Company’s preliminary allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closing of the Mergers. Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Trade names and trademarks $ 30,100 N/A Customer relationships 9,100 12 years Manufacturer relationships 29,000 12 Years Total intangible assets $ 68,200 |
Schedule of Pro Forma Financial Information | The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the Mergers had been consummated on January 1, 2017. Pro Forma Combined Statements of Income For the Three Months Ended March 31, 2018 2017 Revenue $ 177,844 $ 169,965 Income before income tax expense $ 6,111 $ 5,411 Net income $ 4,196 $ 3,349 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) New recreational vehicles $ 80,890 $ 89,668 Pre-owned recreational vehicles 34,676 31,378 Parts, accessories and other 4,643 5,054 120,209 126,100 Less: excess of current cost over LIFO - (11,930 ) $ 120,209 $ 114,170 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) Land $ 13,775 $ 10,366 Building and improvments including leasehold improvements 50,907 41,890 Furniture and equipment 3,491 14,753 Company vehicles and rental units 4,847 3,612 Construction in progress 693 396 73,713 71,017 Less: Accumulated depreciation and amortization (269 ) (25,348 ) $ 73,444 $ 45,669 |
Schedule of Depreciation and Amortization | Depreciation and amortization expense amounted to the amounts set forth in the table below (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Depreciation and amortization $ 269 $ 1,058 $ 1,347 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Accumulated Amortization | Intangible assets and the related accumulated amortization are summarized as follows: Successor Predecessor As of March 31, 2018 (Unaudited) As of December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 29,000 $ 100 $ 28,900 $ 11,100 $ 3,238 $ 7,862 Customer relationships 9,100 32 9,068 1,300 1,300 - 38,100 132 37,968 12,400 4,538 7,862 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 18,000 - 18,000 $ 68,200 $ 132 $ 68,068 $ 30,400 $ 4,538 $ 25,862 |
Schedule of Amortization Expense | Amortization expense amounted to the amounts set forth in the table below (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Amortization $ 132 $ 154 $ 187 |
Schedule of Estimated Future Amortization | Estimated future amortization expense is as follows: Years ending 2018 (9 months) $ 2,381 2019 3,175 2020 3,175 2021 3,175 2022 3,175 Thereafter 22,887 $ 37,968 |
Financing Liability (Tables)
Financing Liability (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Leases [Abstract] | |
Schedule of Financing Liability | The financing liability, net of debt discount, is summarized as follows: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) Financing liability $ 56,000 $ 55,158 Interest added to principal amount 171 - Debt discount - (883 ) Financing liability, net of debt discount 56,171 54,275 Less: current portion 597 595 Financing liability, non-current portion $ 55,574 $ 53,680 |
Schedule of Future Minimum Payments of Sale Leaseback Transactions | The future minimum payments required by the arrangement are as follows: Years ending December 31, Principal Interest Total Payment 2018 (9 months) $ 426 $ 3,070 $ 3,496 2019 702 4,052 4,754 2020 853 3,995 4,848 2021 1,018 3,927 4,945 2022 1,198 3,847 5,045 Thereafter 40,974 34,574 75,548 $ 45,171 $ 53,465 $ 98,636 |
Accounts Payable, Accrued Exp29
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities | Accounts payable, accrued expenses and other current liabilities consist of the following: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) Accounts payable $ 9,741 $ 12,394 Other accrued expenses 2,315 2,893 Customer deposits 5,127 3,999 Accrued compensation 4,538 3,211 Accrued charge-backs 2,582 2,373 Accrued interest 258 311 Total $ 24,561 $ 25,181 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Floor Plan Notes Payable | The M&T Floor Plan Line of Credit consists of the following as of March 31, 2018: Successor As of March 31, 2018 (Unaudited) Floor plan notes payable, gross $ 99,926 Debt discount (558 ) Floor plan notes payable, net of debt discount $ 99,368 |
Schedule of Long Term Debt | Long-term debt consists of the following as of March 31, 2018: Successor As of March 31, 2018 (Unaudited) Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount M&T Term Loan $ 20,000 $ (56 ) $ 19,944 Capital lease obligation-equipment 9 - 9 Total long-term debt 20,009 (56 ) 19,953 Less: current portion 2,909 - 2,909 Long term debt, non-current $ 17,100 $ (56 ) $ 17,044 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities were as follows: Successor Predecessor As of As of March 31, 2018 December 31, 2017 (Unaudited) Deferred tax assets: Accounts receivable $ 253 $ 253 Accrued charge-backs 634 594 Other accrued liabilities 527 424 Goodwill - 274 Financing liability 14,005 13,574 Transaction costs - 579 Stock based compensation - 165 Other, net (65 ) 215 15,354 16,078 Deferred tax liabilities: Prepaid expenses (118 ) (202 ) Inventories (4,605 ) (1,531 ) Property and equipment (15,349 ) (9,178 ) Intangible assets (15,652 ) (5,023 ) (35,724 ) (15,934 ) Net deferred tax assets/ (liabilities) $ (20,370 ) $ 144 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | Rent expense associated with operating leases was as follows (unaudited): Successor Predecessor March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to March 31, 2017 Rent expense $ 79 $ 394 $ 454 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The Company had the following activity related to shares underlying warrants: Shares Underlying Warrants Weighted Average Exercise Price Warrants outstanding March 15, 2018 - $ - Granted 4,677,458 11.50 Cancelled or Expired - - Exercised - - Warrants outstanding March 31, 2018 4,677,458 $ 11.50 |
Schedule of Stock Option Activity | Stock option activity is summarized below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at March 15, 2018 - $ - Granted 3,687,762 11.10 Cancelled or terminated (14,218 ) 11.10 Exercised - - Options outstanding at March 31, 2018 3,673,544 $ 11.10 4.96 $ - Options exercisable at March 31, 2018 - $ - - $ - |
Significant Accounting Polici34
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Charge-back accruals | $ 2,582 | $ 2,582 | $ 2,373 | ||
LIFO inventory value exceeds | 0 | $ 0 | 11,930 | ||
Amortization period | 11 years 10 months 25 days | ||||
Successor [Member] | |||||
Advertising and promotion costs | $ 357 | ||||
Successor [Member] | Vendor 1 [Member] | |||||
Concentration risk, percentage | 40.10% | ||||
Successor [Member] | Vendor 2 [Member] | |||||
Concentration risk, percentage | 27.70% | ||||
Successor [Member] | Vendor 3 [Member] | |||||
Concentration risk, percentage | 11.50% | ||||
Successor [Member] | Vendor 4 [Member] | |||||
Concentration risk, percentage | 11.30% | ||||
Successor [Member] | Manufacturer and Customer Relationships [Member] | |||||
Amortization period | 12 years | ||||
Predecessor [Member] | |||||
Advertising and promotion costs | $ 2,624 | $ 3,255 | |||
Predecessor [Member] | Vendor 1 [Member] | |||||
Concentration risk, percentage | 36.10% | 32.60% | |||
Predecessor [Member] | Vendor 2 [Member] | |||||
Concentration risk, percentage | 21.40% | 22.70% | |||
Predecessor [Member] | Vendor 3 [Member] | |||||
Concentration risk, percentage | 18.20% | 21.60% | |||
Predecessor [Member] | Vendor 4 [Member] | |||||
Concentration risk, percentage | 16.10% | 17.00% | |||
Predecessor [Member] | Customer Relationships [Member] | |||||
Impairment of intangible assets | $ 0 | ||||
Minimum [Member] | Predecessor [Member] | Manufacturer Relationships [Member] | |||||
Amortization period | 13 years | ||||
Maximum [Member] | Predecessor [Member] | Manufacturer Relationships [Member] | |||||
Amortization period | 18 years | ||||
Building and Building Improvements [Member] | Minimum [Member] | Successor [Member] | |||||
Property, plant and equipment, useful life | 2 years | ||||
Building and Building Improvements [Member] | Minimum [Member] | Predecessor [Member] | |||||
Property, plant and equipment, useful life | 15 years | ||||
Building and Building Improvements [Member] | Maximum [Member] | Successor [Member] | |||||
Property, plant and equipment, useful life | 26 years | ||||
Building and Building Improvements [Member] | Maximum [Member] | Predecessor [Member] | |||||
Property, plant and equipment, useful life | 20 years | ||||
Vehicles and Equipment [Member] | Minimum [Member] | Successor [Member] | |||||
Property, plant and equipment, useful life | 2 years | ||||
Vehicles and Equipment [Member] | Minimum [Member] | Predecessor [Member] | |||||
Property, plant and equipment, useful life | 2 years | ||||
Vehicles and Equipment [Member] | Maximum [Member] | Successor [Member] | |||||
Property, plant and equipment, useful life | 12 years | ||||
Vehicles and Equipment [Member] | Maximum [Member] | Predecessor [Member] | |||||
Property, plant and equipment, useful life | 7 years |
Significant Accounting Polici35
Significant Accounting Policies - Schedule of Revenue Recognized (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | |
Successor [Member] | |||
Gross finance and insurance revenue | $ 2,517 | ||
Chargebacks | (80) | ||
Net finance revenue | $ 2,437 | ||
Predecessor [Member] | |||
Gross finance and insurance revenue | $ 7,483 | $ 8,951 | |
Chargebacks | (622) | (427) | |
Net finance revenue | $ 6,861 | $ 8,524 |
Significant Accounting Polici36
Significant Accounting Policies - Summary of Net Loss Attribute to Common Stockholders (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2018 | |
Net income | $ 691 | |
Successor [Member] | ||
Net income | $ 691 | |
Dividends on Series A Convertible Preferred Stock | (210) | |
Deemed dividend on Series A Convertible Preferred Stock | (3,392) | |
Net loss attributable to common stockholders | $ (2,911) |
Significant Accounting Polici37
Significant Accounting Policies - Schedule of Denominator of Basic and Dilutive Earnings Per Share (Details) - Successor [Member] | 1 Months Ended |
Mar. 31, 2018shares | |
Weighted average outstanding common shares | 8,471,608 |
Weighted average shares held in escrow | (142,857) |
Weighted average prefunded warrants | 1,339,499 |
Weighted shares outstanding - basic | 9,668,250 |
Significant Accounting Polici38
Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - Successor [Member] | 1 Months Ended |
Mar. 31, 2018shares | |
Share equivalents excluded from EPS | 14,970,877 |
Series A Convertible Preferred Stock [Member] | |
Share equivalents excluded from EPS | 5,962,733 |
Warrants [Member] | |
Share equivalents excluded from EPS | 4,677,458 |
Stock Option [Member] | |
Share equivalents excluded from EPS | 3,673,544 |
Shares Underlying Unit Purchase Options [Member] | |
Share equivalents excluded from EPS | 657,142 |
Significant Accounting Polici39
Significant Accounting Policies - Schedule of Geographic Concentration Risk Percentage (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | |
Successor [Member] | Florida [Member] | |||
Concentration risk percentage | 77.00% | ||
Successor [Member] | Colorado [Member] | |||
Concentration risk percentage | 16.00% | ||
Predecessor [Member] | Florida [Member] | |||
Concentration risk percentage | 81.00% | 81.00% | |
Predecessor [Member] | Colorado [Member] | |||
Concentration risk percentage | 11.00% | 11.00% |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2018 | Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 |
Successor [Member] | ||||
Cash payment in an acquisition | $ 86,741 | $ 86,741 | ||
Direct transaction costs | 2,730 | |||
Goodwill, deductible for tax purposes | $ 6,089 | |||
Predecessor [Member] | ||||
Cash payment in an acquisition | ||||
Direct transaction costs | $ 381 | |||
Andina Acquisition Corp II [Member] | ||||
Common stock, par value | $ 10.29 | |||
Merger Agreement [Member] | Lazydays R.V, Center Inc [Member] | ||||
Number of shares issued for part of the purchase price | 2,857,189 | |||
Cash payment in an acquisition | $ 86,741 | |||
Merger Agreement [Member] | Andina Acquisition Corp II [Member] | ||||
Cash purchase price in business combination, description | (i) each ordinary share of Andina was exchanged for one share of common stock of Holdings (Holdings Shares), except that holders of ordinary shares of Andina sold in its initial public offering (public shares) were entitled to elect instead to receive a pro rata portion of Andinas trust account, as provided in Andinas charter documents, (ii) each Andina right entitled the holder to receive one-seventh of a Holdings Share and (iii) each Andina warrant entitled the holder to purchase one-half of one Holdings Share at a price of $11.50 per whole share. | |||
Warrant exercise price | $ 11.50 |
Business Combination - Schedule
Business Combination - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - Successor [Member] $ in Thousands | Mar. 15, 2018USD ($) |
Cash | $ 9,188 |
Receivables | 14,768 |
Inventories | 124,354 |
Prepaid expenses and other | 4,055 |
Property and equipment | 73,642 |
Intangible assets | 68,200 |
Other assets | 200 |
Total assets acquired | 294,407 |
Accounts payable, accrued expenses and other current liabilities | 26,527 |
Floor plan notes payable | 95,663 |
Financing liability | 56,000 |
Deferred tax liability | 20,370 |
Long-term debt | 8,781 |
Total liabilities assumed | 207,341 |
Net assets acquired | $ 87,066 |
Business Combination - Schedu42
Business Combination - Schedule of Fair Value of Consideration Paid (Details) - Successor [Member] - USD ($) $ in Thousands | Mar. 15, 2018 | Mar. 31, 2018 |
Cash consideration paid | $ 86,741 | $ 86,741 |
Common stock issued to former stockholders, option holders, and bonus recipients of Lazydays RV | 29,400 | |
Total consideration | $ 116,141 |
Business Combination - Schedu43
Business Combination - Schedule of Goodwill Associated with Merger (Details) - Successor [Member] - USD ($) $ in Thousands | Mar. 15, 2018 | Mar. 31, 2018 |
Total consideration | $ 116,141 | |
Less net assets acquired | 87,066 | |
Goodwill | $ 29,075 | $ 29,075 |
Business Combination - Schedu44
Business Combination - Schedule of Identifiable Intangible Assets Acquired (Details) - Successor [Member] $ in Thousands | Mar. 15, 2018USD ($) |
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 68,200 |
Trade Names and Trademarks [Member] | |
Intangible Assets, Gross Asset Amount at Acquisition Date | 30,100 |
Customer Relationships [Member] | |
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 9,100 |
Intangible Assets, Weighted Average Amortization Period in Years | 12 years |
Manufacturer Relationships [Member] | |
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 29,000 |
Intangible Assets, Weighted Average Amortization Period in Years | 12 years |
Business Combination - Schedu45
Business Combination - Schedule of Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Business Combinations [Abstract] | ||
Revenue | $ 177,844 | $ 169,965 |
Income before income tax expense | 6,111 | 5,411 |
Net income | $ 4,196 | $ 3,349 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Inventories, gross | $ 120,209 | |
Less: excess of current cost over LIFO | ||
Inventories, Net | 120,209 | |
Predecessor [Member] | ||
Inventories, gross | $ 126,100 | |
Less: excess of current cost over LIFO | (11,930) | |
Inventories, Net | 114,170 | |
New Recreational Vehicles [Member] | Successor [Member] | ||
Inventories, gross | 80,890 | |
New Recreational Vehicles [Member] | Predecessor [Member] | ||
Inventories, gross | 89,668 | |
Pre-owned Recreational Vehicles [Member] | Successor [Member] | ||
Inventories, gross | 34,676 | |
Pre-owned Recreational Vehicles [Member] | Predecessor [Member] | ||
Inventories, gross | 31,378 | |
Parts, Accessories and Other [Member] | Successor [Member] | ||
Inventories, gross | $ 4,643 | |
Parts, Accessories and Other [Member] | Predecessor [Member] | ||
Inventories, gross | $ 5,054 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Property and equipment, gross | $ 73,713 | |
Less: Accumulated depreciation and amortization | (269) | |
Property and equipment, net | 73,444 | |
Successor [Member] | Land [Member] | ||
Property and equipment, gross | 13,775 | |
Successor [Member] | Building and Improvements Including Leasehold Improvements [Member] | ||
Property and equipment, gross | 50,907 | |
Successor [Member] | Furniture and Equipment [Member] | ||
Property and equipment, gross | 3,491 | |
Successor [Member] | Company Vehicles and Rental Units [Member] | ||
Property and equipment, gross | 4,847 | |
Successor [Member] | Construction in Progress [Member] | ||
Property and equipment, gross | $ 693 | |
Predecessor [Member] | ||
Property and equipment, gross | $ 71,017 | |
Less: Accumulated depreciation and amortization | (25,348) | |
Property and equipment, net | 45,669 | |
Predecessor [Member] | Land [Member] | ||
Property and equipment, gross | 10,366 | |
Predecessor [Member] | Building and Improvements Including Leasehold Improvements [Member] | ||
Property and equipment, gross | 41,890 | |
Predecessor [Member] | Furniture and Equipment [Member] | ||
Property and equipment, gross | 14,753 | |
Predecessor [Member] | Company Vehicles and Rental Units [Member] | ||
Property and equipment, gross | 3,612 | |
Predecessor [Member] | Construction in Progress [Member] | ||
Property and equipment, gross | $ 396 |
Property and Equipment - Sche48
Property and Equipment - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | |
Successor [Member] | |||
Depreciation and amortization | $ 269 | ||
Predecessor [Member] | |||
Depreciation and amortization | $ 1,058 | $ 1,347 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Weighted average remaining amortization period | 11 years 10 months 25 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets and Accumulated Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Net Asset Value | $ 68,068 | |
Predecessor [Member] | ||
Net Asset Value | $ 25,862 | |
Manufacturer Relationships [Member] | Successor [Member] | ||
Gross Carrying Amount | 29,000 | |
Accumulated Amortization | 100 | |
Net Asset Value | 28,900 | |
Manufacturer Relationships [Member] | Predecessor [Member] | ||
Gross Carrying Amount | 11,100 | |
Accumulated Amortization | 3,238 | |
Net Asset Value | 7,862 | |
Customer Relationships [Member] | Successor [Member] | ||
Gross Carrying Amount | 9,100 | |
Accumulated Amortization | 32 | |
Net Asset Value | 9,068 | |
Customer Relationships [Member] | Predecessor [Member] | ||
Gross Carrying Amount | 1,300 | |
Accumulated Amortization | 1,300 | |
Net Asset Value | ||
Amortizable Intangible Assets [Member] | Successor [Member] | ||
Gross Carrying Amount | 38,100 | |
Accumulated Amortization | 132 | |
Net Asset Value | 37,968 | |
Amortizable Intangible Assets [Member] | Predecessor [Member] | ||
Gross Carrying Amount | 12,400 | |
Accumulated Amortization | 4,538 | |
Net Asset Value | 7,862 | |
Trade Names and Trademarks [Member] | Successor [Member] | ||
Gross Carrying Amount | 30,100 | |
Accumulated Amortization | ||
Net Asset Value | 30,100 | |
Trade Names and Trademarks [Member] | Predecessor [Member] | ||
Gross Carrying Amount | 18,000 | |
Accumulated Amortization | ||
Net Asset Value | 18,000 | |
Non-amortizable Intangible Assets [Member] | Successor [Member] | ||
Gross Carrying Amount | 68,200 | |
Accumulated Amortization | 132 | |
Net Asset Value | $ 68,068 | |
Non-amortizable Intangible Assets [Member] | Predecessor [Member] | ||
Gross Carrying Amount | 30,400 | |
Accumulated Amortization | 4,538 | |
Net Asset Value | $ 25,862 |
Intangible Assets - Schedule o
Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | |
Successor [Member] | |||
Amortization | $ 132 | ||
Predecessor [Member] | |||
Amortization | $ 154 | $ 187 |
Intangible Assets - Schedule 52
Intangible Assets - Schedule of Estimated Future Amortization (Details) - Successor [Member] $ in Thousands | Mar. 31, 2018USD ($) |
2018 (9 months) | $ 2,381 |
2,019 | 3,175 |
2,020 | 3,175 |
2,021 | 3,175 |
2,022 | 3,175 |
Thereafter | 22,887 |
Finite lived intangible assets, net | $ 37,968 |
Financing Liability (Details Na
Financing Liability (Details Narrative) $ in Thousands | Dec. 23, 2015USD ($) |
Leases [Abstract] | |
Proceeds from sale of land, building and improvements | $ 56,000 |
Lease term | P20Y |
Lease renewal term | 10 years |
Lease implied interest rate | 7.30% |
Financing liability residual | $ 11,000 |
Financing Liability - Schedule
Financing Liability - Schedule of Financing Liability (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Financing liability | $ 56,000 | |
Interest added to principal amount | 171 | |
Debt discount | ||
Financing liability, net of debt discount | 56,171 | |
Less: current portion | 597 | |
Financing liability, non-current portion | $ 55,574 | |
Predecessor [Member] | ||
Financing liability | $ 55,158 | |
Interest added to principal amount | ||
Debt discount | (883) | |
Financing liability, net of debt discount | 54,275 | |
Less: current portion | 595 | |
Financing liability, non-current portion | $ 53,680 |
Financing Liability - Schedul55
Financing Liability - Schedule of Future Minimum Payments of Sale Leaseback Transactions (Details) $ in Thousands | Mar. 31, 2018USD ($) |
2018 (9 months) | $ 3,496 |
2,019 | 4,754 |
2,020 | 4,848 |
2,021 | 4,945 |
2,022 | 5,045 |
Thereafter | 75,548 |
Future minimum payments due | 98,636 |
Principal [Member] | |
2018 (9 months) | 426 |
2,019 | 702 |
2,020 | 853 |
2,021 | 1,018 |
2,022 | 1,198 |
Thereafter | 40,974 |
Future minimum payments due | 45,171 |
Interest [Member] | |
2018 (9 months) | 3,070 |
2,019 | 4,052 |
2,020 | 3,995 |
2,021 | 3,927 |
2,022 | 3,847 |
Thereafter | 34,574 |
Future minimum payments due | $ 53,465 |
Accounts Payable, Accrued Exp56
Accounts Payable, Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Accounts payable | $ 9,741 | |
Other accrued expenses | 2,315 | |
Customer deposits | 5,127 | |
Accrued compensation | 4,538 | |
Accrued charge-backs | 2,582 | |
Accrued interest | 258 | |
Total | $ 24,561 | |
Predecessor [Member] | ||
Accounts payable | $ 12,394 | |
Other accrued expenses | 2,893 | |
Customer deposits | 3,999 | |
Accrued compensation | 3,211 | |
Accrued charge-backs | 2,373 | |
Accrued interest | 311 | |
Total | $ 25,181 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Mar. 15, 2018 | Mar. 31, 2018 |
M&T Facility [Member] | ||
Line of credit maximum borrowing capacity | $ 200,000 | |
Line of credit facility, expiration date | Mar. 15, 2021 | |
Maximum amount of cash dividends | $ 12,600 | |
BOA Floor Plan [Member] | ||
Repayments of lines of credit | $ 96,700 | |
BOA Term Loan [Member] | ||
Repayment of term loan | 8,800 | |
M&T Floor Plan Line of Credit [Member] | ||
Line of credit maximum borrowing capacity | 175,000 | |
Maximum draw down for rental units | $ 4,500 | |
Line of credit rate description | The Base Rate is defined in the agreement as the highest of M&Ts prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. | |
Line of credit commitments percentage | 0.15% | |
M&T Floor Plan Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||
Percentage of leverage ratio | 2.00% | |
M&T Floor Plan Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||
Percentage of leverage ratio | 2.30% | |
M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Minimum [Member] | ||
Percentage of leverage ratio | 1.00% | |
M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Maximum [Member] | ||
Percentage of leverage ratio | 1.30% | |
M&T Term Loan [Member] | ||
Term loan | $ 20,000 | |
Repayments of loan monthly installments | $ 242 | |
Debt instrument maturity date | Mar. 15, 2021 | |
Principal balloon payment | $ 11,300 | |
M&T Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||
Percentage of leverage ratio | 2.25% | |
M&T Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||
Percentage of leverage ratio | 3.00% | |
M&T Term Loan [Member] | Base Rate [Member] | Minimum [Member] | ||
Percentage of leverage ratio | 1.25% | |
M&T Term Loan [Member] | Base Rate [Member] | Maximum [Member] | ||
Percentage of leverage ratio | 2.00% | |
M&T Revolver [Member] | ||
Line of credit maximum borrowing capacity | $ 5,000 | |
M&T Revolver [Member] | Minimum [Member] | ||
Line of credit commitments percentage | 0.25% | |
M&T Revolver [Member] | Maximum [Member] | ||
Line of credit commitments percentage | 0.50% | |
M&T Revolver [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||
Percentage of leverage ratio | 2.25% | |
M&T Revolver [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||
Percentage of leverage ratio | 3.00% | |
M&T Revolver [Member] | Base Rate [Member] | Minimum [Member] | ||
Percentage of leverage ratio | 1.25% | |
M&T Revolver [Member] | Base Rate [Member] | Maximum [Member] | ||
Percentage of leverage ratio | 2.00% |
Debt - Schedule of Floor Plan N
Debt - Schedule of Floor Plan Notes Payable (Details) - Successor [Member] $ in Thousands | Mar. 31, 2018USD ($) |
Floor plan notes payable, net of debt discount | $ 99,368 |
Floor Plan Notes Payable [Member] | |
Floor plan notes payable, gross | 99,926 |
Debt discount | (558) |
Floor plan notes payable, net of debt discount | $ 99,368 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - Successor [Member] $ in Thousands | Mar. 31, 2018USD ($) |
Gross Principal Amount, Total long-term debt | $ 20,009 |
Debt Discount, Total long-term debt | (56) |
Total Debt, Net of Debt Discount, Total long-term debt | 19,953 |
Gross Principal Amount, current portion | 2,909 |
Debt Discount, current portion | |
Total Debt, Net of Debt Discount, current portion | 2,909 |
Gross Principal Amount, Long term debt, non-current | 17,100 |
Debt Discount, Long term debt, non-current | (56) |
Total Debt, Net of Debt Discount, Long term debt, non-current | 17,044 |
M&T Term Loan [Member] | |
Gross Principal Amount, Total long-term debt | 20,000 |
Debt Discount, Total long-term debt | (56) |
Total Debt, Net of Debt Discount, Total long-term debt | 19,944 |
Debt Discount, Long term debt, non-current | (56) |
Capital Lease Obligation-Equipment [Member] | |
Gross Principal Amount, Total long-term debt | 9 |
Debt Discount, Total long-term debt | |
Total Debt, Net of Debt Discount, Total long-term debt | 9 |
Debt Discount, Long term debt, non-current |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income taxes at statutory federal rate percentage | 21.00% | 35.00% | ||||
Income tax reconciliation description | The Companys 2018 effective tax rates differ from the federal statutory rate of 21% primarily due to local and state income tax rates, net of the federal tax effect. The Companys 2017 effective tax rates differ from the federal statutory rate of 35% primarily due to local and state income tax rates, net of the federal tax effect. | |||||
Federal and State [Member] | ||||||
Provision for federal and state income taxes | $ 2,445 | |||||
Effective income tax rate reconciliation, percent | 38.10% | |||||
Successor [Member] | ||||||
Provision for federal and state income taxes | $ (449) | |||||
Successor [Member] | Federal and State [Member] | ||||||
Provision for federal and state income taxes | $ 449 | $ 718 | ||||
Effective income tax rate reconciliation, percent | 39.40% | 23.90% |
Income Taxes- Schedule of Defer
Income Taxes- Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Deferred tax assets: Accounts receivable | $ 253 | |
Deferred tax assets: Accrued charge-backs | 634 | |
Deferred tax assets: Other accrued liabilities | 527 | |
Deferred tax assets: Goodwill | ||
Deferred tax assets: Financing liability | 14,005 | |
Deferred tax assets: Transaction costs | ||
Deferred tax assets: Stock based compensation | ||
Deferred tax assets: Other, net | (65) | |
Deferred tax assets, Total | 15,354 | |
Deferred tax liabilities: Prepaid expenses | (118) | |
Deferred tax liabilities: Inventories | (4,605) | |
Deferred tax liabilities: Property and equipment | (15,349) | |
Deferred tax liabilities: Intangible assets | (15,652) | |
Deferred tax liabilities, Total | (35,724) | |
Net deferred tax assets/ (liabilities) | $ (20,370) | |
Predecessor [Member] | ||
Deferred tax assets: Accounts receivable | $ 253 | |
Deferred tax assets: Accrued charge-backs | 594 | |
Deferred tax assets: Other accrued liabilities | 424 | |
Deferred tax assets: Goodwill | 274 | |
Deferred tax assets: Financing liability | 13,574 | |
Deferred tax assets: Transaction costs | 579 | |
Deferred tax assets: Stock based compensation | 165 | |
Deferred tax assets: Other, net | 215 | |
Deferred tax assets, Total | 16,078 | |
Deferred tax liabilities: Prepaid expenses | (202) | |
Deferred tax liabilities: Inventories | (1,531) | |
Deferred tax liabilities: Property and equipment | (9,178) | |
Deferred tax liabilities: Intangible assets | (5,023) | |
Deferred tax liabilities, Total | (15,934) | |
Net deferred tax assets/ (liabilities) | $ 144 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) $ in Thousands | Mar. 15, 2018USD ($) |
Hydra Management, LLC [Member] | |
Compensation for advisory services | $ 500 |
Non-Executive Chairman of Board [Member] | Andina Acquisition Corp II [Member] | |
Repayments of related party debt | 662 |
Other Employees [Member] | Andina Acquisition Corp II [Member] | |
Repayments of related party debt | $ 100 |
Commitments and Contingencies63
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Lease expiry date | Expire through 2022. | |
Closing price | $ 10.29 | |
Minimum [Member] | ||
Lease term | 36 months | |
Maximum [Member] | ||
Lease term | 4 years | |
Non-Employee Members [Member] | ||
Annual cash compensation | $ 50 | |
Committee of Board of Directors [Member] | ||
Annual cash compensation | 5 | |
Chairman of Any Committees [Member] | ||
Annual cash compensation | 10 | |
Employment Agreement [Member] | Chief Executive Officer [Member] | ||
Initial base salary | $ 540 | |
Percentage of target bonus on base salary | 100.00% | |
Employment Agreement [Member] | Chief Financial Officer [Member] | ||
Initial base salary | $ 325 | |
Percentage of target bonus on base salary | 75.00% | |
Merger Agreement [Member] | ||
Transaction incentive plan expire date | Oct. 31, 2020 | |
Aggregate payment to plan participants of cash | $ 1,510 | |
Merger Agreement [Member] | Holdings [Member] | ||
Cash and securities in escrow | $ 250 | |
Number of shares issued | 51,896 | |
Number of shares issued, value | $ 534 | |
Closing price | $ 10.29 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | |
Successor [Member] | |||
Rent expense | $ 79 | ||
Predecessor [Member] | |||
Rent expense | $ 394 | $ 454 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Nov. 24, 2015 | |
Preferred stock conversion price per share | $ 9.72 | |
Market price per share on the date of issuance | $ 10.29 | |
Beneficial conversion feature on series a convertible preferred stock | $ 3,392 | |
Reduction in preferred stock | $ 2,035 | |
Measurement Input, Price Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 39.00% | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 2.61% | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 0.00% | |
Placement Agent [Member] | ||
Warrant to purchase common shares | 178,882 | |
Warrant exercise price | $ 11.50 | |
Aggregate offering costs | $ 2,981 | |
Fair value of warrants | $ 632 | |
Warrant term | 5 years | |
Common Stock [Member] | ||
Warrant exercise price | $ 11.50 | |
Warrant redemption price per share | $ 0.01 | |
Common Stock [Member] | Exceeds Price Point [Member] | ||
Common stock market price per share | 24 | |
Series A Preferred Stock [Member] | ||
Weighted average price trading price after second anniversary force conversion | $ 25 | |
Warrant to purchase common shares | 596,273 | |
Warrant exercise price | $ 11.50 | |
Private Placement [Member] | ||
Sale of stock consideration | $ 94,800 | |
Private Placement [Member] | Series A Preferred Stock [Member] | ||
Number of shares issued | 600,000 | |
Number of shares issued, value | $ 60,000 | |
Preferred stock conversion price per share | $ 10.0625 | |
Preferred stock dividend rate percentage | 8.00% | |
Issue price of preferred stock | $ 100 | |
Dividend rate descrption | Accrued and unpaid dividends, until paid in full in cash, will accrue at the then applicable Dividend Rate plus 2%. The Dividend Rate will be increased to 11% per annum, compounded quarterly, in the event that the Companys senior indebtedness less unrestricted cash during any trailing twelve-month period ending at the end of any fiscal quarter is greater than 2.25 times earnings before interest, taxes, depreciation and amortization (EBITDA). The Dividend Rate will be reset to 8% at the end of the first fiscal quarter when the Companys senior indebtedness less unrestricted cash during the trailing twelve-month period ending at the end of such quarter is less than 2.25 times EBITDA. | |
Private Placement [Member] | Series A Preferred Stock [Member] | Maximum [Member] | ||
Preferred stock dividend rate percentage | 11.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 23, 2018 | Mar. 15, 2018 | Mar. 15, 2018 | Nov. 24, 2015 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Issuance of shares in acquisition of lazydays | $ 29,400 | ||||||||||
Number of shares options granted | 3,687,762 | ||||||||||
Stock-based compensation expense related to stock | $ 485 | ||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 2.61% | ||||||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 0.00% | ||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 39.00% | ||||||||||
PIPE Investment [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 2,522,458 | 2,522,458 | |||||||||
Warrants Holders [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 2,000,000 | 2,000,000 | |||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | |||||||||
Number of warrant exercisable on cashless basis | 155,000 | 155,000 | |||||||||
Non Employee Directors [Member] | |||||||||||
Stock option issued to purchase units | 14,218 | ||||||||||
Purchased price of EBC units | $ 350 | ||||||||||
Fair value assumptions expected term | 5 years | ||||||||||
Placement Agent [Member] | |||||||||||
Warrant exercise price | 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Option Holders [Member] | |||||||||||
Payments for merger related costs | $ 2,636 | ||||||||||
Number of shares issued during period merger | 51,529 | ||||||||||
Share issued during period merger, value | $ 530 | ||||||||||
Common Stock [Member] | |||||||||||
Shares issued, price per share | $ 10.29 | $ 10.29 | |||||||||
Common stock, shares outstanding | 1,872,428 | 1,872,428 | |||||||||
Number of shares issued for shares conversion | 615,436 | ||||||||||
Reclassification of andina common stock previously subject to redemption, shares | 472,571 | ||||||||||
Reclassification of andina common stock previously subject to redemption | $ 4,910 | ||||||||||
Issuance of shares in acquisition of lazydays, shares | 2,857,189 | ||||||||||
Issuance of shares in acquisition of lazydays | $ 29,400 | ||||||||||
Number of common stock shares sold | 2,653,984 | ||||||||||
Number of warrant to purchase shares of common stock | 200,000 | ||||||||||
Warrant exercise price | $ 11.50 | ||||||||||
Payments for offering costs | $ 2,065 | ||||||||||
Warrant redemption price per share | 0.01 | 0.01 | 0.01 | 0.01 | |||||||
Stock option issued to purchase units | 57,142 | ||||||||||
Common Stock [Member] | Warrants Holders [Member] | |||||||||||
Warrant redemption price per share | $ 0.01 | $ 0.01 | |||||||||
Common Stock [Member] | Exceeds Price Point [Member] | |||||||||||
Common stock market price per share | $ 24 | $ 24 | $ 24 | $ 24 | |||||||
Common Stock [Member] | Exceeds Price Point [Member] | Warrants Holders [Member] | |||||||||||
Common stock market price per share | $ 24 | $ 24 | |||||||||
Common Stock [Member] | Unit Purchase Options [Member] | |||||||||||
Stock option issued to purchase units | 457,142 | ||||||||||
Non-Redeemable Preferred Warrants [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 2,155,000 | 2,155,000 | |||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||
Warrant term | 5 years | ||||||||||
Non-Redeemable Preferred Warrants [Member] | Placement Agent [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 116,376 | 116,376 | |||||||||
Warrant term | 5 years | ||||||||||
Non-Redeemable Preferred Warrants [Member] | Common Stock [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 1,339,499 | 1,339,499 | |||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | |||||||||
Warrant redemption price per share | 0.01 | 0.01 | |||||||||
Non-Redeemable Preferred Warrants [Member] | Common Stock [Member] | Exceeds Price Point [Member] | |||||||||||
Common stock market price per share | $ 24 | $ 24 | |||||||||
Warrant one [Member] | Common Stock [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 1,630,927 | 1,630,927 | |||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||
Warrant term | 5 years | ||||||||||
Proceeds from issuance of warrants | $ 34,783 | ||||||||||
Unit Purchase Options [Member] | |||||||||||
Stock option issued to purchase units | 400,000 | ||||||||||
Stock option issued to purchase units price per share | $ 10 | ||||||||||
Unit Purchase Options [Member] | Designees [Member] | |||||||||||
Purchased price of EBC units | $ 100 | ||||||||||
Non-Redeemable Preferred Warrants [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 1,339,499 | 1,339,499 | 1,339,499 | 1,339,499 | |||||||
Warrant exercise price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Five Year Incentive Stock Options [Member] | |||||||||||
Purchased price of EBC units | $ 15,004 | ||||||||||
Number of shares options granted | 3,573,113 | ||||||||||
Stock options exercise price per share | $ 11.10 | $ 11.10 | |||||||||
Fair value assumptions expected term | 5 years | ||||||||||
Five Year Incentive Stock Options [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||
Stock option vesting percentage | 30.00% | ||||||||||
Stock option vested price per share | 13.125 | $ 13.125 | |||||||||
Fair value assumptions expected term | 8 months 26 days | ||||||||||
Five Year Incentive Stock Options [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||
Stock option vesting percentage | 30.00% | ||||||||||
Stock option vested price per share | 17.50 | $ 17.50 | |||||||||
Fair value assumptions expected term | 1 year 7 months 21 days | ||||||||||
Five Year Incentive Stock Options [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||||||||
Stock option vesting percentage | 30.00% | ||||||||||
Stock option vested price per share | 21.875 | $ 21.875 | |||||||||
Fair value assumptions expected term | 2 years 2 months 27 days | ||||||||||
Five Year Incentive Stock Options [Member] | Share-based Compensation Award, Tranche Four [Member] | |||||||||||
Stock option vesting percentage | 10.00% | ||||||||||
Stock option vested price per share | 35 | $ 35 | |||||||||
Fair value assumptions expected term | 3 years 1 month 16 days | ||||||||||
Five Year Incentive Stock Options [Member] | Non Employee Directors [Member] | |||||||||||
Stock option issued to purchase units | 15,123 | ||||||||||
Stock option issued to purchase units price per share | $ 10.40 | ||||||||||
Number of shares options granted | 99,526 | ||||||||||
Granted stock options term | 5 years | ||||||||||
Stock options exercise price per share | $ 11.10 | $ 11.10 | |||||||||
CEO Stock Options [Member] | |||||||||||
Number of shares options granted | 1,458,414 | ||||||||||
CFO Stock Options [Member] | |||||||||||
Number of shares options granted | 583,366 | ||||||||||
Incentive Stock Options [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 2.62% | ||||||||||
Incentive Stock Options [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 0.00% | ||||||||||
Incentive Stock Options [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 42.80% | ||||||||||
Incentive Stock Options One [Member] | |||||||||||
Fair value assumptions expected term | 3 years 6 months | ||||||||||
Incentive Stock Options One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 2.42% | ||||||||||
Incentive Stock Options One [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 0.00% | ||||||||||
Incentive Stock Options One [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Fair value assumptions, measurement input, percentages | 39.00% | ||||||||||
Successor [Member] | |||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares outstanding | 8,471,608 | 8,471,608 | 8,471,608 | 8,471,608 | |||||||
Stock-based compensation expense related to stock | $ 485 | ||||||||||
Cash paid to settle the options | $ 86,741 | 86,741 | |||||||||
Successor [Member] | Common Stock [Member] | |||||||||||
Number of shares issued for shares conversion | 615,436 | ||||||||||
Issuance of shares in acquisition of lazydays, shares | 2,857,189 | ||||||||||
Issuance of shares in acquisition of lazydays | |||||||||||
Stock-based compensation expense related to stock | |||||||||||
Successor [Member] | Five Year Incentive Stock Options [Member] | |||||||||||
Stock-based compensation expense related to stock | $ 4 | ||||||||||
Successor [Member] | Stock Option Two [Member] | |||||||||||
Compensation cost unrecognized | $ 14,867 | $ 14,867 | $ 14,867 | $ 14,867 | |||||||
Weighted average service period | 1 year 7 months 13 days | ||||||||||
Weighted average grant date fair value of awards issued | $ 4.18 | ||||||||||
Predecessor [Member] | |||||||||||
Common stock, shares authorized | 4,500,000 | ||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 150,000 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Common stock, shares outstanding | 3,333,166 | ||||||||||
Stock-based compensation expense related to stock | $ 140 | $ 119 | |||||||||
Cash paid to settle the options | |||||||||||
Predecessor [Member] | Stock Option [Member] | |||||||||||
Stock-based compensation expense related to stock | $ 140 | $ 119 | |||||||||
Distributable in Cash [Member] | |||||||||||
Cash paid to settle the options | $ 1,500 | ||||||||||
2018 Long-Term Incentive Equity Plan [Member] | |||||||||||
Maximum percentage on options may be issued | 13.00% | ||||||||||
Options issuable under stock price trigger | $ 8.75 | ||||||||||
2018 Long-Term Incentive Equity Plan [Member] | Increased Plan By Formula [Member] | |||||||||||
Maximum percentage on options may be issued | 18.00% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) | 1 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Equity [Abstract] | |
Shares Underlying Warrants Granted | shares | 4,677,458 |
Shares Underlying Warrants Cancelled or Expired | shares | |
Shares Underlying Warrants Exercised | shares | |
Shares Underlying Warrants outstanding ending balance | shares | 4,677,458 |
Weighted Average Exercise Price Granted | $ / shares | $ 11.50 |
Weighted Average Exercise Price Cancelled or Expired | $ / shares | |
Weighted Average Exercise Price Exercised | $ / shares | |
Weighted Average Exercise Price ending balance | $ / shares | $ 11.50 |
Stockholders' Equity - Schedu68
Stockholders' Equity - Schedule of Stock Option Activity (Details) | 1 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Equity [Abstract] | |
Shares Underlying Options Granted | shares | 3,687,762 |
Shares Underlying Options Cancelled or terminated | shares | (14,218) |
Shares Underlying Options Exercised | shares | |
Shares Underlying Options, March 31, 2018 | shares | 3,673,544 |
Shares Underlying Options, Exercisable, March 31, 2018 | shares | |
Weighted Average Exercise Price Granted | $ / shares | $ 11.10 |
Weighted Average Exercise Price Cancelled or terminated | $ / shares | 11.10 |
Weighted Average Exercise Price Excercised | $ / shares | |
Weighted Average Exercise Price March 31, 2018 | $ / shares | 11.10 |
Weighted Average Exercise Price Exercisable, March 31, 2018 | $ / shares | |
Weighted Average Remaining Life In Years, Exercisable, March 31, 2018 | 4 years 11 months 15 days |
Aggregate Intrinsic Value, Outstanding, March 31, 2018 | $ | |
Aggregate Intrinsic Value, Exercisable, March 31, 2018 | $ |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Chief Financial Officer [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Initial base salary | $ 325 |
Bonus percentage | 75.00% |
Employee Relocation [Member] | |
Relocation allowance | $ 100 |
Maximum [Member] | |
Bonus percentage | 150.00% |