Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018 | |
Document And Entity Information | |
Entity Registrant Name | Lazydays Holdings, Inc. |
Entity Central Index Key | 1,721,741 |
Document Type | S-1/A |
Document Period End Date | Mar. 31, 2018 |
Amendment Flag | true |
Current Fiscal Year End Date | --12-31 |
Amendment Description | Amendment No. 4 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | LAZY |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | |||
Cash | $ 13,292 | $ 4,158 | |
Receivables, net of allowance for doubtful accounts of $0 , $1,013 and $705 at March 31, 2018 , December 31, 2017 and December 31, 2016, respectively | 19,911 | 13,686 | |
Inventories | 114,170 | 124,067 | |
Income tax receivable | 1,327 | ||
Prepaid expenses and other | 2,062 | 3,241 | |
Total current assets | 149,435 | 146,479 | |
Property and equipment, net | 45,669 | 48,448 | |
Goodwill | 25,216 | 25,216 | |
Intangible assets, net | 25,862 | 26,606 | |
Deferred tax asset | 144 | ||
Other assets | 219 | 395 | |
Total assets | 246,545 | 247,144 | |
Current liabilities | |||
Accounts payable, accrued expenses and other current liabilities | 25,181 | 23,037 | |
Income tax payable | 1,536 | ||
Contingent liability, current portion | 667 | 1,333 | |
Financing liability, current portion | 595 | 465 | |
Floor plan notes payable, net of debt discount | 104,976 | 95,682 | |
Revolving line of credit | 3,000 | ||
Long-term debt, current portion | 1,870 | 1,871 | |
Total current liabilities | 134,825 | 125,388 | |
Long term liabilities | |||
Long term debt, non-current portion, net of debt discount | 7,207 | 8,986 | |
Financing liability, non-current portion, net of debt discount | 53,680 | 54,183 | |
Contingent liability, non-current portion | 667 | ||
Deferred tax liability | 886 | ||
Total liabilities | 195,712 | 190,110 | |
Stockholders’ Equity | |||
Preferred stock value | |||
Common stock value | 3 | 1 | |
Additional paid-in capital | 49,756 | 49,261 | |
Treasury stock, 165 shares, at cost | (11) | (11) | |
Retained earnings (Accumulated deficit) | 1,085 | 7,783 | |
Total stockholders’ equity | $ 75,263 | 50,833 | 57,034 |
Total liabilities and stockholders’ equity | 246,545 | 247,144 | |
Successor [Member] | |||
Current assets | |||
Cash | 33,063 | ||
Receivables, net of allowance for doubtful accounts of $0 , $1,013 and $705 at March 31, 2018 , December 31, 2017 and December 31, 2016, 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 | $ 4,158 | |
Receivables, net of allowance for doubtful accounts of $0 , $1,013 and $705 at March 31, 2018 , December 31, 2017 and December 31, 2016, 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 | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
Receivables, net of allowance for doubtful accounts | $ 1,013 | $ 705 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.0001 |
Preferred stock, shares authorized | 150,000 | 150,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.0001 |
Common stock, shares authorized | 4,500,000 | 4,500,000 | 100,000,000 |
Common stock, shares, issued | 3,333,331 | 1,000,000 | |
Common stock, shares, outstanding | 3,333,166 | 999,835 | |
Treasury stock, shares | 165 | 165 | |
Successor [Member] | |||
Receivables, net of 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] | |||
Receivables, net of 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 | ||
8% Senior Convertible Preferred Stock [Member] | |||
Preferred stock, shares designated | 10,000 | 10,000 | |
Preferred stock, dividend rate, percentage | 8.00% | 8.00% | |
Preferred stock, shares issued | 0 | 10,000 | |
Preferred stock, shares outstanding | 0 | 10,000 | |
Preferred stock, liquidation preference, value | $ 0 | $ 10,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||||
New and pre-owned vehicles | $ 546,385 | $ 500,772 | |||
Parts, service and other | 68,453 | 64,577 | |||
Total revenue | 614,838 | 565,349 | |||
Cost of revenues | |||||
New and pre-owned vehicles | 472,318 | 435,122 | |||
Parts, service and other | 15,383 | 13,045 | |||
Total cost of revenues | 487,701 | 448,167 | |||
Gross profit | 127,137 | 117,182 | |||
Selling, general, and administrative expenses | 105,096 | 97,614 | |||
Income from operations | 22,041 | 19,568 | |||
Other income/expense | |||||
Gain on sale of property and equipment | 98 | ||||
Interest expense | (8,752) | (7,274) | |||
Income before income tax expense | 13,387 | 12,294 | |||
Income tax expense | (5,085) | (4,511) | |||
Net income | $ 8,302 | $ 7,783 | |||
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 at Dec. 31, 2015 | $ 1 | $ 49,248 | $ 49,238 | |
Balance, shares at Dec. 31, 2015 | 1,000,000 | |||
Stock-based compensation | 13 | 13 | ||
Net income | 7,783 | 7,783 | ||
Balance at Dec. 31, 2016 | $ 1 | 49,261 | 7,783 | 57,034 |
Balance, shares at Dec. 31, 2016 | 1,000,000 | |||
Conversion of Andina rights into shares of Lazydays Holdings, Inc. | $ 2 | (2) | ||
Conversion of Andina rights into shares of Lazydays Holdings, Inc., shares | 2,333,331 | |||
Stock-based compensation | 497 | 497 | ||
Accrued dividends on Series A preferred stock | (15,000) | (15,000) | ||
Net income | 8,302 | 8,302 | ||
Balance at Dec. 31, 2017 | $ 3 | 49,756 | 1,085 | 50,833 |
Balance, shares at Dec. 31, 2017 | 3,333,331 | |||
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 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2015 | $ 1 | $ (11) | $ 49,248 | $ 49,238 | ||
Balance, shares at Dec. 31, 2015 | 10,000 | 1,000,000 | 165 | |||
Net income | 7,783 | 7,783 | ||||
Stock-based compensation | 13 | 13 | ||||
Balance at Dec. 31, 2016 | $ 1 | $ (11) | 49,261 | 7,783 | 57,034 | |
Balance, shares at Dec. 31, 2016 | 10,000 | 1,000,000 | 165 | |||
Net income | 8,302 | 8,302 | ||||
Stock-based compensation | 497 | 497 | ||||
Conversion of preferred stock | $ 2 | (2) | ||||
Conversion of preferred stock, shares | (10,000) | 2,333,331 | ||||
Dividends | (15,000) | (15,000) | ||||
Balance at Dec. 31, 2017 | $ 3 | $ (11) | $ 49,756 | $ 1,085 | 50,833 | |
Balance, shares at Dec. 31, 2017 | 3,333,331 | 165 | ||||
Balance at Mar. 31, 2018 | 75,263 | |||||
Balance at Mar. 15, 2018 | 4,603 | |||||
Net income | 691 | |||||
Stock-based compensation | 485 | |||||
Conversion of preferred stock | ||||||
Dividends | (210) | |||||
Balance at Mar. 31, 2018 | $ 75,263 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities | |||||
Net income | $ 8,302 | $ 7,783 | |||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||
Stock based compensation | 497 | 13 | |||
Bad debt expense | 422 | 270 | |||
Depreciation and amortization of property and equipment | 5,286 | 4,510 | |||
Amortization of intangible assets | 744 | 746 | |||
Amortization of debt discount and paid-in-kind interest | 371 | 240 | |||
Gain on sale of property and equipment | (98) | ||||
Deferred income taxes | (1,030) | (1,449) | |||
Changes in operating assets and liabilities: | |||||
Receivables | (6,647) | 1,580 | |||
Inventories | 9,823 | (9,505) | |||
Prepaid expenses and other | 1,179 | (487) | |||
Income tax receivable/payable | 2,863 | (11,736) | |||
Other assets | 176 | (29) | |||
Accounts payable, accrued expenses and other liabilities | 2,168 | 455 | |||
Total Adjustments | 15,754 | (15,392) | |||
Net Cash (Used In) Provided By Operating Activities | 24,056 | (7,609) | |||
Cash Flows From Investing Activities | |||||
Proceeds from sale of property and equipment | 249 | ||||
Purchases of property and equipment | (2,584) | (6,476) | |||
Net Cash Used In Investing Activities | (2,335) | (6,476) | |||
Cash Flows From Financing Activities | |||||
Net borrowings under M&T floor plan | 9,208 | 195 | |||
Net repayments under revolver line of credit | (3,000) | (3,500) | |||
Repayments under long term debt with Bank of America | (1,858) | (1,886) | |||
Repayments of financing liability | (465) | ||||
Payment of contingent liability - RV America acquisition | (1,333) | ||||
Loan issuance costs | (139) | (260) | |||
Dividend distribution | (15,000) | (44,498) | |||
Net Cash Provided by (Used In) Financing Activities | (12,587) | (49,949) | |||
Net Increase (Decrease) In Cash | 9,134 | (64,034) | |||
Cash - Beginning | $ 13,292 | $ 4,158 | 4,158 | 68,192 | |
Cash - Ending | 13,292 | 4,158 | |||
Supplemental Disclosures of Cash Flow Information: | |||||
Cash paid during the year for interest | 8,332 | 6,966 | |||
Cash paid during the year for income taxes net of refunds received | 3,325 | 17,664 | |||
Non-Cash Investing and Financing Activities | |||||
Rental vehicles transferred to inventory, net | 74 | 1,164 | |||
Conversion of preferred stock into common stock | 2 | ||||
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 - Beginning | 10,671 | ||||
Cash - Ending | 33,063 | ||||
Supplemental Disclosures of Cash Flow Information: | |||||
Cash paid during the year for interest | 372 | ||||
Cash paid during the year 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 | 4,158 | ||
Cash - Ending | 9,188 | 33,438 | $ 13,292 | $ 4,158 | |
Supplemental Disclosures of Cash Flow Information: | |||||
Cash paid during the year for interest | 2,182 | 1,971 | |||
Cash paid during the year 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. |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | NOTE 1 – NATURE OF OPERATIONS Through its subsidiaries, Lazy Days’ R.V. Center, Inc. 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 | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of Lazy Days’ R.V. Center, Inc. (“Lazy Days”), a Delaware Corporation, 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 “Company”). All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 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 goodwill and other intangible assets, provision for charge-backs, inventory write-downs and the allowance for doubtful accounts. Reclassifications Certain prior year amounts have been reclassified in order to conform to the current year presentation. These reclassifications had no effect on the previously reported net income. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying value amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with its bank, the first $250 of which is insured by the Federal Deposit Insurance Corporation. There are no cash equivalents as of December 31, 2017 or 2016. 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 of $29,848 and $29,044, net of chargebacks of $2,661 and $1,911, during the years ended December 31, 2017 and 2016, respectively. The Company has an accrual for charge-backs which totaled $2,373 and $1,790 at December 31, 2017 and 2016, respectively, and is included in other current liabilities on the accompanying 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 consolidated statements of income. Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2017 and 2016, $2,760 and $3,506 of shipping and handling fees, respectively, were included in revenue. Receivables The Company sells to customers and arranges third-party financing, as is customary in its industry. Interest is not normally charged on receivables. Management establishes an allowance for doubtful accounts based on its historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. 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 $11,930 and $8,158 at December 31, 2017 and 2016, respectively. 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. Useful lives range from 15 to 20 years for buildings and improvements and from 2 to 7 years for vehicles and equipment. 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. Goodwill and Intangibles The Company’s goodwill, trademarks and tradenames 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. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of the Company’s aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis (step 2) to measure such impairment. At December 31, 2017 and 2016, the Company performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting units is less than their carrying amounts. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made that it is more likely than not that the fair value of the reporting units exceeded their carrying values and no impairments were identified at December 31, 2017 and 2016. Other intangible assets include manufacturer relationships and customer database. Manufacturer relationships are being amortized using the straight-line method over 13 to 18 years. The customer database is fully amortized, and had a net carrying value of $0 at December 31, 2017 and 2016. Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures is deemed to be probable and reasonably estimable. Financing Costs Debt financing costs are recorded as debt discount and are amortized over the term of the related debt. Amortization of debt discount included in interest expense was $371 and $240 for the years ended December 31, 2017 and 2016, respectively. Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes no material impairment of long-lived assets existed at December 31, 2017 and 2016. Fair Value of Financial Instruments The carrying amounts of cash, receivables and accounts payable approximate fair value as of December 31, 2017 and 2016 because of the relatively short maturities of these instruments. The carrying amount of the Company’s bank debt approximates fair value as of December 31, 2017 and 2016 because the debt bears interest at a rate that approximates the current market rate at which the Company could borrow funds with similar maturities. Advertising Costs Advertising and promotion costs are charged to operations in the year incurred and totaled approximately $11,027 and $10,611 for the years ended December 31, 2017, and 2016, respectively. Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A SC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest and penalties as income tax (benefit) expense in the consolidated statements of income. Vendor Concentrations The Company purchases its new recreational vehicles and replacement parts from various manufacturers. During the year ended December 31, 2017, four major vendors accounted for 28.9%, 27.0%, 21.3% and 15.0% of purchases. During the year ended December 31, 2016, five major vendors accounted for 31.9%, 25.3%, 15.5%, 15.3% and 10.4% 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 During the years ended December 31, 2017 and 2016, approximately 77% and 79%, respectively, of revenues were to customers of the Company’s Florida location. During the years ended December 31, 2017 and 2016, approximately 15% and 14%, respectively, of revenues were to customers of the Company’s Colorado location. These geographic concentrations increase the Company’s exposure to adverse developments related to competition, as well as economic, demographic and other changes in these regions. Leases For operating leases, rent is recognized on a straight-line basis over the expected lease term, including cancellable option periods where we are reasonably assured to exercise the options. Differences between amounts paid and amounts expensed are recorded as deferred rent. Capital leases are recorded as an asset and an obligation at an amount equal to the present value of the minimum lease payments during the lease term. Sale-leasebacks are transactions through which assets are sold at fair value and subsequently leased back from the seller. Failed sale-leaseback transactions result in retention of the “sold” assets within property and equipment, with a financing lease obligation equal to the amount of proceeds received recorded as a financing liability, on the accompanying consolidated balance sheets. Compensated Absences The Company recognizes liabilities for compensated absences dependent on whether the obligation is attributable to employee services already rendered, related to rights that vest or accumulate, and for which payment is probable and estimable. As of December 31, 2017 and 2016, the Company’s liability for paid time off earned by permanent employees, but not taken, was approximately $1,244 and $1,180, respectively. Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to December 31, 2017 through the date these 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, the Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the consolidated financial statements. Recently Issued Accounting Standards In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” (“ASU 2015-11”). ASU 2015-11 amends the existing guidance to require that inventory should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out or the retail inventory method. As the Company is a non-public entity, ASU 2015-11 was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The FASB issued ASU 2015-17 as part of its ongoing Simplification Initiative, with the objective of reducing complexity in accounting standards. The amendments in ASU 2015-17 require entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a noncurrent amount. This guidance does not change the offsetting requirements for deferred tax liabilities and assets, which results in the presentation of one amount on the balance sheet. Additionally, the amendments in ASU 2015-17 align the deferred income tax presentation with the requirements in International Accounting Standards (IAS) 1, Presentation of Financial Statements. As the Company is a non-public entity, the amendments in ASU 2015-17 were effective for the Company’s financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements and disclosures. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations”, in April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing” and in May 9, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2016-12”). This update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue from Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements and disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendment addresses several aspects of the accounting for share-based payment award transactions, including: allowing the accounting policy election to record forfeitures as they occur for employee share-based payments; income tax consequences; classification of awards as either equity or liabilities; and classification on the statement of cash flows. As the Company is a non-public entity, this standard was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this ASU to materially impact its consolidated financial statements or results of operations. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to materially impact its consolidated financial statements or results of operations. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with ASC Topic No. 606. As the Company is a non-public entity, the ASU is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted and the Company adopted ASU 2017-01 as of January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods for our fiscal year ending December 31, 2019 for share-based payment awards modified on or after the adoption date. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements. In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). This Accounting Standards Update adds Securities and Exchange Commission (“SEC”) paragraphs pursuant to the SEC Staff Announcement at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The July announcement addresses Transition Related to Accounting Standards Updates No. 2014-09, Revenue from Contracts with Customers (Topic 606), and No. 2016-02, Leases (Topic 842). This Update also supersedes SEC paragraphs pursuant to the rescission of SEC Staff Announcement, “Accounting for Management Fees Based on a Formula,” effective upon the initial adoption of Topic 606, Revenue from Contracts with Customers, and SEC Staff Announcement, “Lessor Consideration of Third-Party Value Guarantees,” effective upon the initial adoption of Topic 842, Leases. The amendments in this Update also rescind three SEC Observer Comments effective upon the initial adoption of Topic 842. One SEC Staff Observer comment is being moved to Topic 842. As the Company is a non-public entity, this standard is required to be implemented effective January 1, 2019. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures. In November 2017, the FASB issued ASU 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the new revenue recognition standard. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures. As a result of the Mergers described in Note 3 below, on March 15, 2018, the Company became a wholly owned subsidiary of Lazydays Holdings Inc., a public entity. Lazydays Holdings, Inc. 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. Lazydays Holdings, Inc. has elected to take advantage of the extended transition period provided by the JOBS Act for complying with new or revised accounting standards . As a result, the change in the Company from a non-public to a public entity will not result in any change to the ASU effective dates outlined above. |
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. |
Merger Agreement
Merger Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Merger Agreement | NOTE 3 – MERGER AGREEMENT On October 27, 2017, the Company entered into a Merger Agreement (the “Merger Agreement”) by and among Andina Acquisition Corp. II, a Cayman Islands exempted company (“Andina”), Andina II Holdco Corp., a Delaware corporation and wholly owned subsidiary of Andina (“Holdco”) and Andina II Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”). The Merger Agreement provides for a business combination transaction by means of (i) the merger of Andina with and into Holdco, with Holdco surviving and becoming a new public company (the “Redomestication Merger”) and (ii) the merger of the Company with and into Merger Sub with the Company surviving and becoming a direct wholly owned subsidiary of Holdco (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”). As a result of the Mergers, the Company’s stockholders and the shareholders of Andina will become stockholders of Holdco. Under the Merger Agreement, upon consummation of the Redomestication Merger, (i) each ordinary share of Andina will be exchanged for one share of common stock of Holdco (“ Holdco Shares”), except that holders of ordinary shares of Andina sold in its initial public offering (“public shares”) shall be 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 will entitle the holder to receive one-seventh of a Holdco Share and (iii) each Andina warrant will entitle the holder to purchase one-half of one Holdco Share at a price of $11.50 per whole share. Upon consummation of the Transaction Merger, the Company’s stockholders (the “Stockholders”) will receive their pro rata portion of: (i) 2,857,143 Holdco Shares; and (ii) $85,000 in cash, subject to adjustments based on the Company’s working capital and debt as of closing and also subject to any such Holdco Shares and cash that are issued and paid to the Company’s option holders and participants under the Transaction Incentive Plan. The Mergers were consummated on March 15, 2018 upon shareholder approval and the fulfillment of certain other conditions as described in the Merger Agreement. Holdco is a new public entity and has changed its name to “Lazydays Holdings, Inc.” The Company completed its initial working capital computation, and as a result, $86,741 in cash was paid to the former owners of Lazydays. |
Receivables, Net
Receivables, Net | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Receivables, Net | NOTE 4 – RECEIVABLES, NET Receivables consist of the following: As of December 31 2017 2016 Contracts in transit and vehicle receivables $ 15,528 $ 9,350 Manufacturer receivables 3,555 3,900 Finance and other receivables 1,841 1,141 20,924 14,391 Less: Allowance for doubtful accounts (1,013 ) (705 ) $ 19,911 $ 13,686 Contracts in transit represent receivables from financial institutions for the portion of the vehicle sales price financed by the Company’s customers through financing sources arranged by the Company. Manufacturer receivables are due from the manufacturers for incentives, rebates and other programs. These incentives and rebates are treated as a reduction of cost of revenues. |
Inventories
Inventories | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | NOTE 5 – INVENTORIES Inventories consist of the following: As of December 31 2017 2016 New recreational vehicles $ 89,668 $ 91,152 Pre-owned recreational vehicles 31,378 36,642 Parts, accessories and other 5,054 4,431 126,100 132,225 Less: Excess of current cost over LIFO (11,930 ) (8,158 ) $ 114,170 $ 124,067 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | 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 | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: As of December 31 2017 2016 Land $ 10,366 $ 10,366 Building and improvements including leasehold improvements 41,890 41,213 Furniture and equipment 14,753 13,565 Company vehicles and rental units 3,612 3,980 Construction in progress 396 268 71,017 69,392 Less: Accumulated depreciation and amortization (25,348 ) (20,944 ) $ 45,669 $ 48,448 For the years ended December 31, 2017 and 2016, depreciation and amortization expense amounted to $5,286 and $4,510 respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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. | NOTE 7 – INTANGIBLE ASSETS Intangible assets and the related accumulated amortization are summarized as follows: As of December 31, 2017 2016 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 11,100 $ 3,238 $ 7,862 $ 11,100 $ 2,494 $ 8,606 Customer database 1,300 1,300 - 1,300 1,300 - 12,400 4,538 7,862 12,400 3,794 8,606 Non-amortizable intangible assets: Trade names and trademarks 18,000 - 18,000 18,000 - 18,000 $ 30,400 $ 4,538 $ 25,862 $ 30,400 $ 3,794 $ 26,606 Amortization expense for the years ended December 31, 2017 and 2016 was $744 and $746, respectively. The weighted average remaining amortization period for manufacturer relationships was 10.6 years as of December 31, 2017. Estimated future amortization expense is as follows: Years ending December 31, 2018 $ 746 2019 746 2020 746 2021 746 2022 746 Thereafter 4,132 $ 7,862 |
Financing Liability
Financing Liability | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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. | NOTE 8 – FAILED SALE-LEASEBACK ARRANGEMENT On December 23, 2015, the Company 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 results in failed sale-leaseback (financing) accounting. The financing liability has an implied interest rate of 7.4%. The Company incurred financing costs of $1,025 in connection with this transaction. The financing liability, net of debt discount, is summarized as follows: As of December 31, 2017 2016 Financing liability $ 55,158 $ 55,599 Debt discount (883 ) (951 ) Financing liability, net of debt discount 54,275 54,648 Less: current portion 595 465 Financing liability, non-current portion $ 53,680 $ 54,183 The future minimum payments required by the arrangement are as follows: Total Years ending December 31, Principal Interest Payment 2018 $ 595 $ 4,065 $ 4,660 2019 737 4,017 4,754 2020 892 3,956 4,848 2021 1,061 3,885 4,946 2022 1,245 3,800 5,045 Thereafter 42,315 33,235 75,550 $ 46,845 $ 52,958 $ 99,803 At the conclusion of the 20-year lease period, the financing liability residual will be $8,313, which will correspond to the carrying value of the land. Payments totaling $4,570 were made to the lessor during 2017 of which $4,104 represented payment of interest and $465 reduced the Company’s financing obligation. Payments totaling $4,106 were made to the lessor and interest incurred on the financing liability was $4,131 during 2016, resulting in $25 of accrued interest, which was included on the balance sheet in accounts payable, accrued expenses and other current liabilities during 2016. The Company recorded $68 and $69 of interest expense on the failed sale-leaseback financing related to the amortization of the debt discount during 2017 and 2016, respectively. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities consist of the following: As of December 31, 2017 2016 Accounts payable $ 12,394 $ 12,013 Other accrued expenses 2,893 2,756 Customer deposits 3,999 3,446 Accrued compensation 3,211 2,801 Accrued charge-backs 2,373 1,790 Accrued interest 311 231 Total $ 25,181 $ 23,037 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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. | NOTE 10 – DEBT Floor Plan Notes Payable On February 27, 2017, the Company and Bank of America amended the Floor Plan Notes Payable asset-based borrowing facility to (a) increase the aggregate availability from $120 million to $140 million; (b) modify certain financial covenants; (c) decrease the interest rate applicable to the facility over time until it reaches LIBOR plus 2.25% for the period from November 1, 2017 until the maturity date (November 18, 2018) of the facility; and (d) amend or modify other terms and conditions. The entire facility may be used to finance new vehicle inventory but only up to $40.0 million may be used to finance pre-owned vehicle inventory, of which a maximum of $5.0 million may be used to finance rental units. Borrowings outstanding under this facility totaled $105,207 and $95,999 at December 31, 2017 and 2016, respectively. For the years ended December 31, 2017 and 2016, respectively, interest was based on LIBOR plus rates ranging between 2.25% and 3.25% (3.63% and 4.03% at December 31, 2017 and 2016, respectively). Principal is due upon the sale of the respective vehicle. Interest expense on the floor plan notes payable was approximately $3,739 and $2,270 for the years ended December 31, 2017 and 2016, respectively. During the years ended December 31, 2017 and 2016, respectively, the Company incurred financing costs of $139 and $260, respectively, in connection with amendments of the floor plan financing agreement, which have been recorded as debt discount. Floor plan notes payable consist of the following: As of December 31, 2017 2016 Floor plan notes payable, gross $ 105,207 $ 95,999 Debt discount (231 ) (317 ) Floor plan notes payable, net of debt discount $ 104,976 $ 95,682 Revolving Line of Credit On November 18, 2015, the Company entered into a credit agreement with Bank of America for an aggregate commitment amount of $20,000, which includes two facilities (the “BOA Credit Agreement”). One of the two facilities under the BOA Credit Agreement is a $7,000 revolving line of credit (“Revolver”) which matures on November 18, 2020. The Revolver bears interest at LIBOR plus 3.5% per annum and has no minimum payment requirements. The principal balance on the Revolver was $0 and $3,000 and the availability on the Revolver was $7,000 and $4,000 at December 31, 2017 and 2016, respectively. Interest expense on the BOA Revolver was $78 and $159 for the years ended December 31, 2017 and 2016, respectively. Long-Term Debt The second of two facilities under the BOA Credit Agreement is a $13,000 term note payable (“Term Loan”) which is collateralized by accounts receivable, inventory and equipment and matures on November 18, 2020 with a balloon payment due of $3,867. The Term Loan bears interest at LIBOR plus 3.50% (4.84% and 4.73% at December 31, 2017 and 2016, respectively) per annum and requires monthly payments equal to $155 of principal, plus interest. The principal balance on the Term Loan was $9,130 and $10,988 at December 31, 2017 and 2016, respectively. Interest expense on the BOA Term Loan was $491 and $474 for the years ended December 31, 2017 and 2016, respectively. Long term debt consists of the following: As of December 31, 2017 2016 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan $ 9,130 $ (65 ) $ 9,065 $ 10,988 $ (143 ) $ 10,845 Capital lease obligation-equipment 12 - 12 12 - 12 Total long-term debt 9,142 (65 ) 9,077 11,000 (143 ) 10,857 Less: current portion 1,870 - 1,870 1,871 - 1,871 Long term debt, non-current $ 7,272 $ (65 ) $ 7,207 $ 9,129 $ (143 ) $ 8,986 The maturities of the long-term debt are as follows: Years ending December 31, 2018 1,870 2019 1,859 2020 5,413 $ 9,142 Other Debt Terms The Revolver, the Term Loan and the Floor Plan Notes Payable, collectively known as (the “BOA Debt”) are collateralized by substantially all of the Company’s assets, pursuant to the terms of the Amended and Restated Security Agreement between the Company and the lender. The BOA Debt is subject to certain financial and restrictive covenants including current ratio as defined. The Company was in compliance with all covenants at December 31, 2017 and 2016. As of December 31, 2017, the payment of dividends by the Company (other than from proceeds of revolving loans) was permitted pursuant to the terms of the BOA Debt, so long as at the time of the payment of any such dividend, no event of default existed under the BOA Debt or would result from the payment of such dividend, and so long as any such dividend was permitted under the BOA Debt (including any event of default that would result from failure to comply with the current ratio test under the BOA Debt). As of December 31, 2017, the maximum amount of cash dividends that the Company could make, from legally available funds, to its stockholders was limited to $6,620 (pursuant to a calculation as defined in the BOA Credit Agreement and the floor plan facility). |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | NOTE 11 – INCOME TAXES The components of the Company’s income tax expense (benefit) are as follows: Years Ended December 31, 2017 2016 Current: Federal $ 5,253 $ 4,994 State 862 966 6,115 5,960 Deferred: Federal (859 ) (1,172 ) State (171 ) (277 ) (1,030 ) (1,449 ) $ 5,085 $ 4,511 A reconciliation of income taxes calculated using the statutory federal income tax rate (34% in 2017 and 2016) to the Company’s income tax expense for the years ended December 31 is as follows: Years Ended December 31, 2017 2016 Amount % Amount % Income taxes at statutory rate $ 4,540 34.0 % $ 4,181 34.0 % Non-deductible expense 48 0.4 % 38 0.3 % State income taxes, net of federal tax effect 450 3.4 % 454 3.7 % Effect of increase in statutory rate for current year 80 0.6 % 56 0.5 % Tax rate adjustments (12 ) (0.1 )% - 0.0 % Other credits and changes in estimate (21 ) (0.2 )% (218 ) (1.8 )% Income tax expense $ 5,085 38.0 % $ 4,511 36.7 % Deferred tax assets and liabilities were as follows: As of December 31, 2017 2016 Deferred tax assets: Accounts receivable $ 253 $ 282 Accrued charge-backs 594 660 Other accrued liabilities 424 1,110 Goodwill 274 563 Financing liability 13,574 20,628 Transaction costs 579 - Stock based compensation 165 62 Other, net 215 386 16,078 23,691 Deferred tax liabilities: Prepaid expenses (202 ) (181 ) Inventories (1,531 ) (2,042 ) Property and equipment (9,178 ) (14,807 ) Intangible assets (5,023 ) (7,547 ) (15,934 ) (24,577 ) Net deferred tax assets/ (liabilities) $ 144 $ (886 ) No significant increases or decreases in the amounts of unrecognized tax benefits are expected in the next 12 months. The Company is subject to U.S. federal income tax and income tax in the states of Florida, Arizona and Colorado. The Company is no longer subject to the examination by Federal and state taxing authorities for years prior to 2014. The Company recognizes interest and penalties related to income tax matters in income tax (benefit) expense. Interest and penalties recorded in the Statements of Income for the periods presented were insignificant. New Tax Legislation On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes to U.S. tax laws including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from the current top rate of 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the enacted rate. This revaluation resulted in a benefit of $12 to income tax expense. |
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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 12 - EMPLOYEE BENEFIT PLANS The Company has a profit sharing plan with 401(k) provisions (the “Plan”). The Plan covers substantially all employees. The Plan allows employee contributions to be made on a salary reduction basis under Section 401(k) of the Internal Revenue Code. Under the 401(k) provisions, the Company makes discretionary matching contributions to employees’ 401(k). The Company made contributions to the Plan in the amount of $481 and $537 for the years ended December 31, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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. | NOTE 13 - COMMITMENTS AND CONTINGENCIES Employment Agreements and Separation Agreements Effective October 27, 2016, the Company entered into a separation agreement with a former CEO which entitles him to contractual termination benefits, including all accrued compensation, seven months of post-separation payments, seven months of health insurance continuation and eligibility for certain bonus payments, beginning on his December 1, 2016 termination date. As of December 31, 2017, the Company has paid all post-separation payments to the former CEO. Effective December 2, 2016, the Company entered into an employment agreement with a new CEO (the “CEO Agreement”) pursuant to which the new CEO will receive an initial base salary of $465 and is eligible for bonus payments upon the attainment of certain performance targets. The CEO Agreement provides for severance benefits such that if the CEO’s employment is terminated by the Company without cause, or by the CEO for Good Reason, as defined, the CEO is entitled to severance salary continuation equal to the annual base salary for twenty-four months following termination (aggregate payments of $930) if the CEO’s employment is terminated before June 30, 2018, or eighteen months following termination (aggregate payments of $697) if the CEO’s employment is terminated on or after June 30, 2018. In addition, upon or following a Change of Control, the termination benefits for this executive officer described above shall be in the form of a lump-sum payment rather than as salary continuation. Effective December 20, 2016, the Company entered into an at-will employment agreement with its new Vice President of Operations, which provides for a starting base salary of $265 per annum, and has contractual termination benefits pursuant to which the Vice President of Operations is entitled to severance salary continuation for six months (aggregate payments of $132), if he is terminated without cause. Effective May 10, 2017, the Company entered into a separation agreement with a former CFO which entitles him to contractual termination benefits, including all accrued compensation, twelve months of post-separation payments, twelve months of health insurance continuation and eligibility for certain bonus payments, beginning on his June 30, 2017 termination date. As of December 31, 2017, the Company accrued $155 for the estimated remaining aggregate liability to the former CFO. Effective June 6, 2017, the Company entered into an agreement with its new CFO, which provides for a starting base salary of $325 per annum, and has contractual termination benefits pursuant to which the CFO is entitled to severance salary continuation for twelve months (aggregate payments of $325), if she is terminated without cause. 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. Future minimum payments under operating leases are as follows: Year Ending December 31, 2018 $ 2,509 2019 2,215 2020 1,741 2021 1,482 2022 15 Total $ 7,962 Rent expense on operating leases for the years ended December 31, 2017 and 2016 was $3,026 and $2,953, respectively. 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 Contemplated Mergers (see Note 3 – Merger Agreement) represented a qualifying sale transaction that, if consummated with no purchase price adjustments, would result in the payment to plan participants an aggregate of approximately $1,510 of cash (including amounts held in escrow) and approximately 51,893 shares of Holdco’s common stock with a value of $454 based on an assumed closing price of $8.75 per Holdco 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 | |
Stockholders' Equity Note [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 | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [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. | NOTE 14 – STOCKHOLDERS’ EQUITY Authorized Capital As of December 31, 2017, the Company was authorized to issue 4,500,000 shares of common stock, $0.001 par value, and 150,000 shares of preferred stock, $0.001 par value. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock is designated as follows: 10,000 shares to Senior Preferred Stock; and 140,000 shares undesignated. The holders of Senior 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. Equity Incentive Plans The Company’s 2010 Equity Incentive Plan (“2010 Plan”) provided for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units to employees, directors and consultants of the Company and its affiliates. The Company believes that such awards better align the interests of its employees with those of its shareholders. The common stock that may have been issued pursuant to awards was not to exceed 100,000 shares in the aggregate, provided that, no more than 14,000 shares shall be incentive stock options. The 2010 Plan became effective on October 19, 2010. The 2010 Plan required the exercise price of stock options to be greater than or equal to the fair value of the Company’s common stock on the date of grant. On January 30, 2017, the Company cancelled its 2010 Plan. See Stock Options, below, for details on the stock options previously granted under the 2010 Plan that were cancelled on January 30, 2017. On January 30, 2017, the Company’s Board of Directors approved the Company’s 2017 Equity Incentive Plan (“2017 Plan”), which provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units to employees, directors and consultants of the Company and its affiliates. The common stock that may be issued pursuant to awards shall not exceed 333,333 shares in the aggregate, provided that, no more than ten percent (10%) of such shares shall be incentive stock options. The 2017 Plan shall terminate on January 30, 2027. The 2017 Plan requires the exercise price of stock options to be greater than or equal to the fair value of the Company’s common stock on the date of grant. As of the date these consolidated financial statements were issued, there were 50,000 shares available for future issuance under the 2017 Plan. Senior Preferred Stock At any time, the Company, at its option and with prior notice provided, may redeem outstanding shares of Senior Preferred Stock for an amount equal to 102% of the then liquidation value as of the applicable redemption date, which is defined as an amount equal to $1,000 per share of Senior Preferred Stock plus all accumulated and unpaid dividends. The redemption price shall be paid in cash. The holders of Senior Preferred Stock have the right, at their option at any time, to convert such shares into shares of common stock at the Conversion Price, which is computed by dividing an amount in cash equal to $1,000 per share of Senior Preferred Stock by the then Conversion Price (initially $4.285715 per share of common stock). The Conversion Price may be reduced on a weighted average basis in the event of any sales of common stock for a price less than the Conversion Price. Each share of Senior Preferred Stock shall automatically be converted into common stock upon the sale of common stock by the Company in an underwritten public offering that results in gross cash proceeds to the Company of at least $50,000. The holders of Senior Preferred Stock are entitled to vote together with the shares of common stock on an as-converted basis. So long as any shares of Senior Preferred Stock remain outstanding, the Company shall not, without the written consent of the requisite holders of Senior Preferred Stock, perform certain actions such as issuing shares of the Company, amend the Certificate of Designation or approve the merger of the Company, as specified in the Certificate of Designation. The holders of Senior Preferred Stock are entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative dividends at the annual rate of 8% of the liquidation value, which is defined as an amount equal to $1,000 per share of Senior Preferred Stock plus all accumulated and unpaid dividends. Such dividends are compounded quarterly and, to the extent declared, are payable in cash by the Company on a quarterly basis. If undeclared, dividends continue to accumulate. At liquidation, after payment of debts and liabilities, the holders of Senior Preferred Stock shall be entitled to receive an amount in cash equal to $1,000 per share of Senior Preferred Stock plus all unpaid dividends, whether or not declared, before any distribution is made to holders of shares of any junior securities. The Senior Preferred Stock was redeemable at the Company’s option and an analysis of its features determined that it was more akin to equity and, therefore, it was classified within stockholders’ equity on the consolidated balance sheets. 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 was not accounted for as a derivative liability under ASC 815. In December 2009, the Company issued 10,000 shares of Senior Preferred Stock to certain investors for consideration of $1,000 per share or $10,000 in the aggregate. On March 2, 2017, the Company issued a Notice of Redemption to the holders of all of the then designated, issued and outstanding shares of Senior Preferred Stock, after which the holders surrendered all 10,000 shares of Senior Preferred Stock for conversion into 2,333,331 shares of common stock. As of December 31, 2017 and 2016, there were 0 and 10,000 shares of Senior Preferred Stock outstanding, respectively. Dividends The Company declared dividends totaling $54,498 in 2015. The first distribution, in an aggregate amount of $10,000, was made on December 22, 2015 in the form of a cash dividend to the stockholders of record on December 17, 2015. This dividend was allocated first to payment of accumulated and current cumulative dividends in the aggregate amount of $6,085 on Senior Preferred Stock for all periods ending on and before December 21, 2015, and then to payment of a cash dividend in the aggregate amount of $3,915 to the holders of common stock and the holders of Senior Preferred Stock on an as-if converted basis. The second distribution, in an aggregate amount of $44,498, was made on January 5, 2016 in the form of cash dividends to the stockholders of record on December 24, 2015. This dividend was allocated first to payment of current cumulative dividends in the aggregate amount of $29 on Senior Preferred Stock for the period of December 22, 2015 through January 4, 2016, and then to payment of a cash dividend in the aggregate amount of $44,469 to the holders of common stock and the holders of Senior Preferred Stock on an as-if converted basis. On April 10, 2017, the Company declared dividends totaling $15,000, which were distributed on April 19, 2017 in the form of a cash dividend to the common stockholders of record on April 10, 2017. Stock Options The Company recognized stock-based compensation expense related to stock options for the years ended December 31, 2017 and 2016 of $497 and $13, respectively which is included within operating expenses on the consolidated statements of income. As of December 31, 2017, there was $1,801 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 3.1 years. On January 30, 2017, holders of options to purchase an aggregate of 75,561 shares of common stock under the 2010 Plan with exercise prices of both $68.80 and $137.60 per share agreed to cancel their option awards in exchange for new awards under the Company’s Transaction Incentive Plan (see Note 13 – Commitments and Contingencies – Transaction Incentive Plan for details of the Transaction Incentive Plan awards). As a result of the option cancellation, the Company derecognized aggregate compensation expense of $14 related to the cancelled options that were unvested at the time of the cancellation. On January 30, 2017, the Company granted ten-year, non-statutory stock options to purchase an aggregate of 216,667 shares of common stock with an aggregate grant date fair value of $1,562 under the 2017 Plan to two Company executives with an exercise price of $26.00 per share. The options vest in equal installments of 25% on each of the next four anniversary dates from the date of grant. Upon a change of control, vesting of all then unvested shares is accelerated. During April 2017, concurrent with the declaration of the stockholder dividend, the exercise prices of the options were reduced to $21.77 per share, resulting in a $269 increase in the fair value of the options. The $1,831 fair value of the options, as modified, is being recognized ratably over the vesting term of the options. On June 12, 2017, the Company granted a ten-year, non-statutory stock option to purchase an aggregate of 66,666 shares of common stock under the 2017 Plan to a new Company executive with an exercise price of $26.00 per share. The options vest in equal installments of 25% on each of the next four anniversary dates from the date of grant. Upon a change of control, vesting of all then unvested shares is accelerated. The estimated aggregate grant date fair value of $466 is being recognized ratably over the vesting term of the options. The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options is estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company calculates the expected volatility using the historical volatility of comparable companies over the most recent period equal to the expected term and evaluates the extent to which available information indicates that future volatility may differ from historical volatility. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company has not experienced significant exercise activity on stock options. Due to the lack of historical information, the Company determined the expected term of its stock option awards issued using the simplified method. The grant date value of options granted during year ended December 31, 2017 was determined using the Black Scholes method with the following assumptions used: For the Year Ended December 31, 2017 Risk free interest rate 1.90% - 2.11 % Expected term (years) 6.17 - 6.25 Expected volatility 36 % Expected dividends 0.00 % A summary of the option activity during the year ended December 31, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2016 75,561 $ 98.69 Granted 283,333 26.00 Forfeited (75,561 ) 98.69 Outstanding, December 31, 2017 283,333 $ 22.77 (1) 9.2 $ - Exercisable, December 31, 2017 - $ - - $ - (1) In April 2017, options for the purchase of 216,667 common shares were modified such that the exercise price was reduced from $26.00 per share to $21.77 per share (see Note 14), reducing the weighted average exercise price from $26.00 per share to $22.77 per share. The following table presents information related to stock options at December 31, 2017: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 21.77 216,667 - - $ 26.00 66,666 - - 283,333 - - On March 15, 2018, as a result of the consummation of the Mergers (see Note 3 – Merger Agreement), the existing option-holders were entitled to receive an aggregate of $2,636, of which $1,500 was distributable in cash and $450 was distributable in the form of 51,529 shares of common stock. An additional amount of $686 will be paid to the option-holders in cash and stock upon the release of amounts held in escrow under the Merger Agreement. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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. | NOTE 15 – SUBSEQUENT EVENTS M&T Financing Agreement On March 15, 2018, the Company replaced the BOA Debt (See Note 10) with a $200,000 Senior Secured Credit Facility with M&T Bank (the “M&T Facility”). The M&T Facility includes a $175,000 Floor Plan Facility (the “M&T Floor Plan Line of Credit”), a $20,000 Term Loan (the “M&T Term Loan”), and a $5,000 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 covenants and is secured by substantially all assets of the Company. The 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 only $4,500 may be used to finance rental units. Principal becomes due upon the sale of the respective 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 agreement 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 Term Loan will be repaid in equal monthly principal installments of $242 plus accrued interest through the maturity date. 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 3.0% based on the total leverage ratio (as defined in the agreement) or (b) the Base Rate plus a margin of 1.25%-2.00% based on the total leverage ratio (as defined in the agreement). The 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 3.0% based on the total leverage ratio (as defined in the agreement) or (b) the Base Rate plus a margin of 1.25%-2.00% based on the total leverage ratio (as defined in the agreement). The M&T Revolver is also subject to the unused commitment fees at rates varying from 0.25% to 0.50% based on the total leverage ratio (as defined). 2018 Long-Term Equity Incentive Plan On March 15, 2018, Holdco adopted the 2018 Long-Term Incentive Equity Plan (the “2018 Plan”). The 2018 Plan reserves up to 13% of the Holdco Shares outstanding on a fully diluted basis. If the fair market value per share of Holdco Share immediately following the closing of the Merger is greater than $8.75 per Holdco Share the number of Holdco Shares authorized for awards under the 2018 Plan shall be increased by a formula (as defined in the 2018 Plan) not to exceed 18% of Holdco Shares then outstanding on a fully diluted basis. On March 16, 2018, Holdco granted 3,573,113 stock options to employees under the 2018 Plan, including 1,458,414 to the CEO and 583,366 to the CFO. The options have an exercise price of $11.10 and a contractual life of five years. The options shall vest as follows and shall be exercisable only to the extent that it has vested: 30% of the option shall vest once the volume weighted average price (“VWAP”), as defined in the options agreement, is equal to or greater than $13.125 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; an additional 30% of the options shall vest once the VWAP is equal to or greater than $17.50 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; an additional 30% of the Option shall vest once the VWAP is equal to or greater than $21.875 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; and an additional 10% of the Option shall vest once the VWAP is equal to or greater than $35 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; 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. On March 16, 2018, Holdco granted options for the purchase of an aggregate of 99,526 Holdco Shares to the non-employee directors of the Company. The options issued to the non-employee directors of the Company have an exercise price of $11.10, vest over 3 years, and have a 5-year contractual life. |
Significant Accounting Polici27
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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. | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of Lazy Days’ R.V. Center, Inc. (“Lazy Days”), a Delaware Corporation, 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 “Company”). All significant inter-company accounts and transactions have been eliminated in consolidation. | |
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. | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 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 goodwill and other intangible assets, provision for charge-backs, inventory write-downs and the allowance for doubtful accounts. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified in order to conform to the current year presentation. These reclassifications had no effect on the previously reported net income. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying value amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with its bank, the first $250 of which is insured by the Federal Deposit Insurance Corporation. There are no cash equivalents as of December 31, 2017 or 2016. | |
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. | 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 of $29,848 and $29,044, net of chargebacks of $2,661 and $1,911, during the years ended December 31, 2017 and 2016, respectively. The Company has an accrual for charge-backs which totaled $2,373 and $1,790 at December 31, 2017 and 2016, respectively, and is included in other current liabilities on the accompanying 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. | Occupancy Costs As a retail merchandising organization, the Company has elected to classify occupancy costs as selling, general and administrative expense in the consolidated statements of income. |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2017 and 2016, $2,760 and $3,506 of shipping and handling fees, respectively, were included in revenue. | |
Receivables | Receivables The Company sells to customers and arranges third-party financing, as is customary in its industry. Interest is not normally charged on receivables. Management establishes an allowance for doubtful accounts based on its historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. | |
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. | 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 $11,930 and $8,158 at December 31, 2017 and 2016, respectively. |
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. | 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. Useful lives range from 15 to 20 years for buildings and improvements and from 2 to 7 years for vehicles and equipment. 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. |
Goodwill and Intangibles | 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. | Goodwill and Intangibles The Company’s goodwill, trademarks and tradenames 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. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of the Company’s aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis (step 2) to measure such impairment. At December 31, 2017 and 2016, the Company performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting units is less than their carrying amounts. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made that it is more likely than not that the fair value of the reporting units exceeded their carrying values and no impairments were identified at December 31, 2017 and 2016. Other intangible assets include manufacturer relationships and customer database. Manufacturer relationships are being amortized using the straight-line method over 13 to 18 years. The customer database is fully amortized, and had a net carrying value of $0 at December 31, 2017 and 2016. |
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 | |
Vendor Allowances | Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures is deemed to be probable and reasonably estimable. | |
Financing Costs | Financing Costs Debt financing costs are recorded as debt discount and are amortized over the term of the related debt. Amortization of debt discount included in interest expense was $371 and $240 for the years ended December 31, 2017 and 2016, respectively. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes no material impairment of long-lived assets existed at December 31, 2017 and 2016. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash, receivables and accounts payable approximate fair value as of December 31, 2017 and 2016 because of the relatively short maturities of these instruments. The carrying amount of the Company’s bank debt approximates fair value as of December 31, 2017 and 2016 because the debt bears interest at a rate that approximates the current market rate at which the Company could borrow funds with similar maturities. | |
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. | Advertising Costs Advertising and promotion costs are charged to operations in the year incurred and totaled approximately $11,027 and $10,611 for the years ended December 31, 2017, and 2016, 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. | Income Taxes The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A SC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest and penalties as income tax (benefit) expense in the consolidated statements of income. |
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. | Vendor Concentrations The Company purchases its new recreational vehicles and replacement parts from various manufacturers. During the year ended December 31, 2017, four major vendors accounted for 28.9%, 27.0%, 21.3% and 15.0% of purchases. During the year ended December 31, 2016, five major vendors accounted for 31.9%, 25.3%, 15.5%, 15.3% and 10.4% 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. | Geographic Concentrations During the years ended December 31, 2017 and 2016, approximately 77% and 79%, respectively, of revenues were to customers of the Company’s Florida location. During the years ended December 31, 2017 and 2016, approximately 15% and 14%, respectively, of revenues were to customers of the Company’s Colorado location. These geographic concentrations increase the Company’s exposure to adverse developments related to competition, as well as economic, demographic and other changes in these regions. |
Leases | Leases For operating leases, rent is recognized on a straight-line basis over the expected lease term, including cancellable option periods where we are reasonably assured to exercise the options. Differences between amounts paid and amounts expensed are recorded as deferred rent. Capital leases are recorded as an asset and an obligation at an amount equal to the present value of the minimum lease payments during the lease term. Sale-leasebacks are transactions through which assets are sold at fair value and subsequently leased back from the seller. Failed sale-leaseback transactions result in retention of the “sold” assets within property and equipment, with a financing lease obligation equal to the amount of proceeds received recorded as a financing liability, on the accompanying consolidated balance sheets. | |
Compensated Absences | Compensated Absences The Company recognizes liabilities for compensated absences dependent on whether the obligation is attributable to employee services already rendered, related to rights that vest or accumulate, and for which payment is probable and estimable. As of December 31, 2017 and 2016, the Company’s liability for paid time off earned by permanent employees, but not taken, was approximately $1,244 and $1,180, respectively. | |
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. | Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to December 31, 2017 through the date these 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, the Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the 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 | Recently Issued Accounting Standards In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” (“ASU 2015-11”). ASU 2015-11 amends the existing guidance to require that inventory should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out or the retail inventory method. As the Company is a non-public entity, ASU 2015-11 was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The FASB issued ASU 2015-17 as part of its ongoing Simplification Initiative, with the objective of reducing complexity in accounting standards. The amendments in ASU 2015-17 require entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a noncurrent amount. This guidance does not change the offsetting requirements for deferred tax liabilities and assets, which results in the presentation of one amount on the balance sheet. Additionally, the amendments in ASU 2015-17 align the deferred income tax presentation with the requirements in International Accounting Standards (IAS) 1, Presentation of Financial Statements. As the Company is a non-public entity, the amendments in ASU 2015-17 were effective for the Company’s financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements and disclosures. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations”, in April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing” and in May 9, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2016-12”). This update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue from Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements and disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendment addresses several aspects of the accounting for share-based payment award transactions, including: allowing the accounting policy election to record forfeitures as they occur for employee share-based payments; income tax consequences; classification of awards as either equity or liabilities; and classification on the statement of cash flows. As the Company is a non-public entity, this standard was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this ASU to materially impact its consolidated financial statements or results of operations. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to materially impact its consolidated financial statements or results of operations. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with ASC Topic No. 606. As the Company is a non-public entity, the ASU is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted and the Company adopted ASU 2017-01 as of January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods for our fiscal year ending December 31, 2019 for share-based payment awards modified on or after the adoption date. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements. In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). This Accounting Standards Update adds Securities and Exchange Commission (“SEC”) paragraphs pursuant to the SEC Staff Announcement at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The July announcement addresses Transition Related to Accounting Standards Updates No. 2014-09, Revenue from Contracts with Customers (Topic 606), and No. 2016-02, Leases (Topic 842). This Update also supersedes SEC paragraphs pursuant to the rescission of SEC Staff Announcement, “Accounting for Management Fees Based on a Formula,” effective upon the initial adoption of Topic 606, Revenue from Contracts with Customers, and SEC Staff Announcement, “Lessor Consideration of Third-Party Value Guarantees,” effective upon the initial adoption of Topic 842, Leases. The amendments in this Update also rescind three SEC Observer Comments effective upon the initial adoption of Topic 842. One SEC Staff Observer comment is being moved to Topic 842. As the Company is a non-public entity, this standard is required to be implemented effective January 1, 2019. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures. In November 2017, the FASB issued ASU 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the new revenue recognition standard. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures. As a result of the Mergers described in Note 3 below, on March 15, 2018, the Company became a wholly owned subsidiary of Lazydays Holdings Inc., a public entity. Lazydays Holdings, Inc. 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. Lazydays Holdings, Inc. has elected to take advantage of the extended transition period provided by the JOBS Act for complying with new or revised accounting standards . As a result, the change in the Company from a non-public to a public entity will not result in any change to the ASU effective dates outlined above. |
Significant Accounting Polici28
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 |
Receivables, Net (Tables)
Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Schecule of Receivables | Receivables consist of the following: As of December 31 2017 2016 Contracts in transit and vehicle receivables $ 15,528 $ 9,350 Manufacturer receivables 3,555 3,900 Finance and other receivables 1,841 1,141 20,924 14,391 Less: Allowance for doubtful accounts (1,013 ) (705 ) $ 19,911 $ 13,686 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | Inventories consist of the following: As of December 31 2017 2016 New recreational vehicles $ 89,668 $ 91,152 Pre-owned recreational vehicles 31,378 36,642 Parts, accessories and other 5,054 4,431 126,100 132,225 Less: Excess of current cost over LIFO (11,930 ) (8,158 ) $ 114,170 $ 124,067 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | Property and equipment consist of the following: As of December 31 2017 2016 Land $ 10,366 $ 10,366 Building and improvements including leasehold improvements 41,890 41,213 Furniture and equipment 14,753 13,565 Company vehicles and rental units 3,612 3,980 Construction in progress 396 268 71,017 69,392 Less: Accumulated depreciation and amortization (25,348 ) (20,944 ) $ 45,669 $ 48,448 |
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 | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangiable 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 | Intangible assets and the related accumulated amortization are summarized as follows: As of December 31, 2017 2016 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 11,100 $ 3,238 $ 7,862 $ 11,100 $ 2,494 $ 8,606 Customer database 1,300 1,300 - 1,300 1,300 - 12,400 4,538 7,862 12,400 3,794 8,606 Non-amortizable intangible assets: Trade names and trademarks 18,000 - 18,000 18,000 - 18,000 $ 30,400 $ 4,538 $ 25,862 $ 30,400 $ 3,794 $ 26,606 |
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 | Estimated future amortization expense is as follows: Years ending December 31, 2018 $ 746 2019 746 2020 746 2021 746 2022 746 Thereafter 4,132 $ 7,862 |
Financing Liability (Tables)
Financing Liability (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | The financing liability, net of debt discount, is summarized as follows: As of December 31, 2017 2016 Financing liability $ 55,158 $ 55,599 Debt discount (883 ) (951 ) Financing liability, net of debt discount 54,275 54,648 Less: current portion 595 465 Financing liability, non-current portion $ 53,680 $ 54,183 |
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 | |
Schedule of Future Minimum Payments | The future minimum payments required by the arrangement are as follows: Total Years ending December 31, Principal Interest Payment 2018 $ 595 $ 4,065 $ 4,660 2019 737 4,017 4,754 2020 892 3,956 4,848 2021 1,061 3,885 4,946 2022 1,245 3,800 5,045 Thereafter 42,315 33,235 75,550 $ 46,845 $ 52,958 $ 99,803 |
Accounts Payable, Accrued Exp35
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | Accounts payable, accrued expenses and other current liabilities consist of the following: As of December 31, 2017 2016 Accounts payable $ 12,394 $ 12,013 Other accrued expenses 2,893 2,756 Customer deposits 3,999 3,446 Accrued compensation 3,211 2,801 Accrued charge-backs 2,373 1,790 Accrued interest 311 231 Total $ 25,181 $ 23,037 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | Floor plan notes payable consist of the following: As of December 31, 2017 2016 Floor plan notes payable, gross $ 105,207 $ 95,999 Debt discount (231 ) (317 ) Floor plan notes payable, net of debt discount $ 104,976 $ 95,682 |
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 | Long term debt consists of the following: As of December 31, 2017 2016 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan $ 9,130 $ (65 ) $ 9,065 $ 10,988 $ (143 ) $ 10,845 Capital lease obligation-equipment 12 - 12 12 - 12 Total long-term debt 9,142 (65 ) 9,077 11,000 (143 ) 10,857 Less: current portion 1,870 - 1,870 1,871 - 1,871 Long term debt, non-current $ 7,272 $ (65 ) $ 7,207 $ 9,129 $ (143 ) $ 8,986 |
Schedule of Long Term Debt Maturities | The maturities of the long-term debt are as follows: Years ending December 31, 2018 1,870 2019 1,859 2020 5,413 $ 9,142 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | Deferred tax assets and liabilities were as follows: As of December 31, 2017 2016 Deferred tax assets: Accounts receivable $ 253 $ 282 Accrued charge-backs 594 660 Other accrued liabilities 424 1,110 Goodwill 274 563 Financing liability 13,574 20,628 Transaction costs 579 - Stock based compensation 165 62 Other, net 215 386 16,078 23,691 Deferred tax liabilities: Prepaid expenses (202 ) (181 ) Inventories (1,531 ) (2,042 ) Property and equipment (9,178 ) (14,807 ) Intangible assets (5,023 ) (7,547 ) (15,934 ) (24,577 ) Net deferred tax assets/ (liabilities) $ 144 $ (886 ) |
Schedule of Provision for Income Taxes | The components of the Company’s income tax expense (benefit) are as follows: Years Ended December 31, 2017 2016 Current: Federal $ 5,253 $ 4,994 State 862 966 6,115 5,960 Deferred: Federal (859 ) (1,172 ) State (171 ) (277 ) (1,030 ) (1,449 ) $ 5,085 $ 4,511 | |
Schedule of Reconciliation of Income Taxes | A reconciliation of income taxes calculated using the statutory federal income tax rate (34% in 2017 and 2016) to the Company’s income tax expense for the years ended December 31 is as follows: Years Ended December 31, 2017 2016 Amount % Amount % Income taxes at statutory rate $ 4,540 34.0 % $ 4,181 34.0 % Non-deductible expense 48 0.4 % 38 0.3 % State income taxes, net of federal tax effect 450 3.4 % 454 3.7 % Effect of increase in statutory rate for current year 80 0.6 % 56 0.5 % Tax rate adjustments (12 ) (0.1 )% - 0.0 % Other credits and changes in estimate (21 ) (0.2 )% (218 ) (1.8 )% Income tax expense $ 5,085 38.0 % $ 4,511 36.7 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 | |
Schedule of Future Minimum Payments Under Operating Leases | Future minimum payments under operating leases are as follows: Year Ending December 31, 2018 $ 2,509 2019 2,215 2020 1,741 2021 1,482 2022 15 Total $ 7,962 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [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 - $ - - $ - | A summary of the option activity during the year ended December 31, 2017 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, December 31, 2016 75,561 $ 98.69 Granted 283,333 26.00 Forfeited (75,561 ) 98.69 Outstanding, December 31, 2017 283,333 $ 22.77 (1) 9.2 $ - Exercisable, December 31, 2017 - $ - - $ - (1) In April 2017, options for the purchase of 216,667 common shares were modified such that the exercise price was reduced from $26.00 per share to $21.77 per share (see Note 14), reducing the weighted average exercise price from $26.00 per share to $22.77 per share. |
Schedule of Assumptions Used in Black-Scholes Model to Options Issued | The grant date value of options granted during year ended December 31, 2017 was determined using the Black Scholes method with the following assumptions used: For the Year Ended December 31, 2017 Risk free interest rate 1.90% - 2.11 % Expected term (years) 6.17 - 6.25 Expected volatility 36 % Expected dividends 0.00 % | |
Schedule of Stock Related to Stock Options | The following table presents information related to stock options at December 31, 2017: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 21.77 216,667 - - $ 26.00 66,666 - - 283,333 - - |
Significant Accounting Polici40
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 | Dec. 31, 2016 | |
Charge-back accruals | $ 2,582 | $ 2,582 | $ 2,373 | $ 1,790 | ||
LIFO inventory value exceeds | 0 | $ 0 | $ 11,930 | 8,158 | ||
Amortization period | 11 years 10 months 25 days | 10 years 7 months 6 days | ||||
Advertising and promotion costs | $ 11,027 | $ 10,611 | ||||
Vendor 1 [Member] | ||||||
Concentration risk, percentage | 28.90% | 31.90% | ||||
Vendor 2 [Member] | ||||||
Concentration risk, percentage | 27.00% | 25.30% | ||||
Vendor 3 [Member] | ||||||
Concentration risk, percentage | 21.30% | 15.50% | ||||
Vendor 4 [Member] | ||||||
Concentration risk, percentage | 15.00% | 15.30% | ||||
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] | Manufacturer Relationships [Member] | ||||||
Amortization period | 13 years | |||||
Minimum [Member] | Predecessor [Member] | Manufacturer Relationships [Member] | ||||||
Amortization period | 13 years | |||||
Maximum [Member] | Manufacturer Relationships [Member] | ||||||
Amortization period | 18 years | |||||
Maximum [Member] | Predecessor [Member] | Manufacturer Relationships [Member] | ||||||
Amortization period | 18 years | |||||
Building and Building Improvements [Member] | Minimum [Member] | ||||||
Property, plant and equipment, useful life | 15 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] | ||||||
Property, plant and equipment, useful life | 20 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 Polici41
Significant Accounting Policies (Details Narrative) (10K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash, FDIC insured amount | $ 250 | ||
Cash equivalents | |||
Finance and insurance revenue | 29,848 | 29,044 | |
Charge-backs for finance and insurance revenue, net | 2,661 | 1,911 | |
Charge-back accruals | $ 2,582 | 2,373 | 1,790 |
Shipping and handling fees | 2,760 | 3,506 | |
LIFO inventory value exceeds | $ 0 | $ 11,930 | 8,158 |
Amortization period | 11 years 10 months 25 days | 10 years 7 months 6 days | |
Amortization of debt discount | $ 371 | 240 | |
Advertising and promotion costs | 11,027 | 10,611 | |
Paid time off earned | $ 1,244 | $ 1,180 | |
Florida [Member] | |||
Concentration risk, percentage | 77.00% | 79.00% | |
Colorado [Member] | |||
Concentration risk, percentage | 15.00% | 14.00% | |
Vendor 1 [Member] | |||
Concentration risk, percentage | 28.90% | 31.90% | |
Vendor 2 [Member] | |||
Concentration risk, percentage | 27.00% | 25.30% | |
Vendor 3 [Member] | |||
Concentration risk, percentage | 21.30% | 15.50% | |
Vendor 4 [Member] | |||
Concentration risk, percentage | 15.00% | 15.30% | |
Vendor 5 [Member] | |||
Concentration risk, percentage | 10.40% | ||
Customer Database [Member] | |||
Impairment of intangible assets | $ 0 | $ 0 | |
Minimum [Member] | Manufacturer Relationships [Member] | |||
Amortization period | 13 years | ||
Minimum [Member] | Customer Database [Member] | |||
Amortization period | 0 years | ||
Maximum [Member] | Manufacturer Relationships [Member] | |||
Amortization period | 18 years | ||
Maximum [Member] | Customer Database [Member] | |||
Amortization period | 0 years | ||
Building and Building Improvements [Member] | Minimum [Member] | |||
Property, plant and equipment, useful life | 15 years | ||
Building and Building Improvements [Member] | Maximum [Member] | |||
Property, plant and equipment, useful life | 20 years | ||
Vehicle and Equipment [Member] | Minimum [Member] | |||
Property, plant and equipment, useful life | 2 years | ||
Vehicle and Equipment [Member] | Maximum [Member] | |||
Property, plant and equipment, useful life | 7 years |
Significant Accounting Polici42
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 Polici43
Significant Accounting Policies - Summary of Net Loss Attribute to Common Stockholders (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net income | $ 691 | $ 8,302 | $ 7,783 | |
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 Polici44
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 Polici45
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 Polici46
Significant Accounting Policies - Schedule of Geographic Concentration Risk Percentage (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Florida [Member] | |||||
Concentration risk percentage | 77.00% | 79.00% | |||
Colorado [Member] | |||||
Concentration risk percentage | 15.00% | 14.00% | |||
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% |
Merger Agreement (Details Narra
Merger Agreement (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2018 | Oct. 27, 2017 | Mar. 31, 2018 |
Number of shares issued for part of the purchase price, amount | $ 29,400 | ||
Merger Agreement [Member] | March 15, 2018 [Member] | |||
Working capital contribution | $ 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. | (i) each ordinary share of Andina will be exchanged for one share of common stock of Holdco ( Holdco Shares), except that holders of ordinary shares of Andina sold in its initial public offering (public shares) shall be entitled to elect instead to receive a pro rata portion of Andinas trust account, as provided in Andinas charter documents, (ii) each Andina right will entitle the holder to receive one-seventh of a Holdco Share and (iii) each Andina warrant will entitle the holder to purchase one-half of one Holdco Share at a price of $11.50 per whole share. | |
Warrant exercise price | $ 11.50 | $ 11.50 | |
Number of shares issued for part of the purchase price | 2,857,143 | ||
Number of shares issued for part of the purchase price, amount | $ 85,000 |
Receivables, Net - Schedule of
Receivables, Net - Schedule of Receivables (Details) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables, gross | $ 20,924 | $ 14,391 |
Less: Allowance for doubtful accounts | (1,013) | (705) |
Receivables, net | 19,911 | 13,686 |
Contracts in Transit and Vehicle Receivables [Member] | ||
Receivables, gross | 15,528 | 9,350 |
Manufacturer Receivables [Member] | ||
Receivables, gross | 3,555 | 3,900 |
Finance and Other Receivables [Member] | ||
Receivables, gross | $ 1,841 | $ 1,141 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2018 | Oct. 27, 2017 | 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. | (i) each ordinary share of Andina will be exchanged for one share of common stock of Holdco ( Holdco Shares), except that holders of ordinary shares of Andina sold in its initial public offering (public shares) shall be entitled to elect instead to receive a pro rata portion of Andinas trust account, as provided in Andinas charter documents, (ii) each Andina right will entitle the holder to receive one-seventh of a Holdco Share and (iii) each Andina warrant will entitle the holder to purchase one-half of one Holdco Share at a price of $11.50 per whole share. | |||
Warrant exercise price | $ 11.50 | $ 11.50 | |||
Number of shares issued for part of the purchase price | 2,857,143 |
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 - Schedu51
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 - Schedu52
Business Combination - Schedule of Goodwill Associated with Merger (Details) - USD ($) $ in Thousands | Mar. 15, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill | $ 25,216 | $ 25,216 | ||
Successor [Member] | ||||
Total consideration | $ 116,141 | |||
Less net assets acquired | 87,066 | |||
Goodwill | $ 29,075 | $ 29,075 |
Business Combination - Schedu53
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 - Schedu54
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 | Dec. 31, 2016 |
Inventories, gross | $ 126,100 | $ 132,225 | |
Less: excess of current cost over LIFO | (11,930) | (8,158) | |
Inventories, Net | 114,170 | 124,067 | |
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] | |||
Inventories, gross | 89,668 | 91,152 | |
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] | |||
Inventories, gross | 31,378 | 36,642 | |
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] | |||
Inventories, gross | 5,054 | $ 4,431 | |
Parts, Accessories and Other [Member] | Successor [Member] | |||
Inventories, gross | $ 4,643 | ||
Parts, Accessories and Other [Member] | Predecessor [Member] | |||
Inventories, gross | $ 5,054 |
Inventories - Schedule of Inv56
Inventories - Schedule of Inventories (Details) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventories, gross | $ 126,100 | $ 132,225 |
Less: Excess of current cost over LIFO | (11,930) | (8,158) |
Inventories, Net | 114,170 | 124,067 |
New Recreational Vehicles [Member] | ||
Inventories, gross | 89,668 | 91,152 |
Pre-owned Recreational Vehicles [Member] | ||
Inventories, gross | 31,378 | 36,642 |
Parts, Accessories and Other [Member] | ||
Inventories, gross | $ 5,054 | $ 4,431 |
Property and Equipment (Details
Property and Equipment (Details Narrative) (10K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 5,286 | $ 4,510 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment, gross | $ 71,017 | $ 69,392 | |
Less: Accumulated depreciation and amortization | (25,348) | (20,944) | |
Property and equipment, net | 45,669 | 48,448 | |
Land [Member] | |||
Property and equipment, gross | 10,366 | 10,366 | |
Building and Improvements Including Leasehold Improvements [Member] | |||
Property and equipment, gross | 41,890 | 41,213 | |
Furniture and Equipment [Member] | |||
Property and equipment, gross | 14,753 | 13,565 | |
Company Vehicles and Rental Units [Member] | |||
Property and equipment, gross | 3,612 | 3,980 | |
Construction in Progress [Member] | |||
Property and equipment, gross | 396 | $ 268 | |
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 - Sche59
Property and Equipment - Schedule of Property and Equipment (Details) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment, gross | $ 71,017 | $ 69,392 |
Less: Accumulated depreciation and amortization | (25,348) | (20,944) |
Property and equipment, net | 45,669 | 48,448 |
Land [Member] | ||
Property and equipment, gross | 10,366 | 10,366 |
Building and Improvements Including Leasehold Improvements [Member] | ||
Property and equipment, gross | 41,890 | 41,213 |
Furniture and Equipment [Member] | ||
Property and equipment, gross | 14,753 | 13,565 |
Company Vehicles and Rental Units [Member] | ||
Property and equipment, gross | 3,612 | 3,980 |
Construction in Progress [Member] | ||
Property and equipment, gross | $ 396 | $ 268 |
Property and Equipment - Sche60
Property and Equipment - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation and amortization | $ 5,286 | $ 4,510 | |||
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 | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Weighted average remaining amortization period | 11 years 10 months 25 days | 10 years 7 months 6 days |
Intangible Assets (Details Na62
Intangible Assets (Details Narrative) (10K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 744 | $ 746 | |
Weighted average remaining amortization period | 11 years 10 months 25 days | 10 years 7 months 6 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets and Accumulated Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Net Asset Value | $ 25,862 | $ 26,606 | |
Successor [Member] | |||
Net Asset Value | $ 68,068 | ||
Predecessor [Member] | |||
Net Asset Value | 25,862 | ||
Manufacturer Relationships [Member] | |||
Gross Carrying Amount | 11,100 | 11,100 | |
Accumulated Amortization | 3,238 | 2,494 | |
Net Asset Value | 7,862 | 8,606 | |
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] | |||
Gross Carrying Amount | 12,400 | 12,400 | |
Accumulated Amortization | 4,538 | 3,794 | |
Net Asset Value | 7,862 | 8,606 | |
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] | |||
Gross Carrying Amount | 18,000 | 18,000 | |
Accumulated Amortization | |||
Net Asset Value | 18,000 | 18,000 | |
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] | |||
Gross Carrying Amount | 30,400 | 30,400 | |
Accumulated Amortization | 4,538 | 3,794 | |
Net Asset Value | 25,862 | $ 26,606 | |
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 64
Intangible Assets - Schedule of Intangible Assets and Accumulated Amortization (Details) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Net Asset Value | $ 25,862 | $ 26,606 |
Manufacturer Relationships [Member] | ||
Gross Carrying Amount | 11,100 | 11,100 |
Accumulated Amortization | 3,238 | 2,494 |
Net Asset Value | 7,862 | 8,606 |
Customer Database [Member] | ||
Gross Carrying Amount | 1,300 | 1,300 |
Accumulated Amortization | 1,300 | 1,300 |
Net Asset Value | ||
Amortizable Intangible Assets [Member] | ||
Gross Carrying Amount | 12,400 | 12,400 |
Accumulated Amortization | 4,538 | 3,794 |
Net Asset Value | 7,862 | 8,606 |
Trade Names and Trademarks [Member] | ||
Gross Carrying Amount | 18,000 | 18,000 |
Accumulated Amortization | ||
Net Asset Value | 18,000 | 18,000 |
Non-amortizable Intangible Assets [Member] | ||
Gross Carrying Amount | 30,400 | 30,400 |
Accumulated Amortization | 4,538 | 3,794 |
Net Asset Value | $ 25,862 | $ 26,606 |
Intangible Assets - Schedule o
Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization | $ 744 | $ 746 | |||
Successor [Member] | |||||
Amortization | $ 132 | ||||
Predecessor [Member] | |||||
Amortization | $ 154 | $ 187 |
Intangible Assets - Schedule 66
Intangible Assets - Schedule of Estimated Future Amortization (Details) (10K) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 746 |
2,019 | 746 |
2,020 | 746 |
2,021 | 746 |
2,022 | 746 |
Thereafter | 4,132 |
Finite lived intangible assets, net | $ 7,862 |
Intangible Assets - Schedule 67
Intangible Assets - Schedule of Estimated Future Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Finite lived intangible assets, net | $ 7,862 | |
Successor [Member] | ||
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 |
Failed Sale-Leaseback Arrangeme
Failed Sale-Leaseback Arrangement (Details Narrative) (10K) - USD ($) $ in Thousands | Dec. 23, 2015 | Dec. 23, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 |
Leases [Abstract] | |||||
Proceeds from sale of land, building and improvements | $ 56,000 | $ 56,000 | |||
Lease term | P20Y | P20Y | |||
Lease renewal term | 10 years | 10 years | |||
Lease implied interest rate | 7.30% | 7.40% | |||
Financing costs incurred | $ 1,025 | $ 139 | $ 260 | ||
Financing liability residual | 8,313 | $ 11,000 | |||
Payments to lessor | 4,570 | 4,106 | |||
Interest expense associated with financing liability | 4,104 | 4,131 | |||
Payments of principal | 465 | ||||
Accrued interest | 25 | ||||
Sale-leaseback financing interest expense | $ 68 | $ 69 |
Failed Sale-Leaseback Arrange69
Failed Sale-Leaseback Arrangement - Schedule of Financing Liability (Details) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Leases [Abstract] | ||
Financing liability | $ 55,158 | $ 55,599 |
Debt discount | (883) | (951) |
Financing liability, net of debt discount | 54,275 | 54,648 |
Less: current portion | 595 | 465 |
Financing liability, non-current portion | $ 53,680 | $ 54,183 |
Failed Sale-Leaseback Arrange70
Failed Sale-Leaseback Arrangement - Schedule of Future Minimum Payments of Sale Leaseback Transactions (Details) (10K) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
2,018 | $ 4,660 | |
2,019 | $ 4,754 | 4,754 |
2,020 | 4,848 | 4,848 |
2,021 | 4,945 | 4,946 |
2,022 | 5,045 | 5,045 |
Thereafter | 75,548 | 75,550 |
Future minimum payments due | 98,636 | 99,803 |
Principal [Member] | ||
2,018 | 595 | |
2,019 | 702 | 737 |
2,020 | 853 | 892 |
2,021 | 1,018 | 1,061 |
2,022 | 1,198 | 1,245 |
Thereafter | 40,974 | 42,315 |
Future minimum payments due | 45,171 | 46,845 |
Interest [Member] | ||
2,018 | 4,065 | |
2,019 | 4,052 | 4,017 |
2,020 | 3,995 | 3,956 |
2,021 | 3,927 | 3,885 |
2,022 | 3,847 | 3,800 |
Thereafter | 34,574 | 33,235 |
Future minimum payments due | $ 53,465 | $ 52,958 |
Financing Liability (Details Na
Financing Liability (Details Narrative) - USD ($) $ in Thousands | Dec. 23, 2015 | Dec. 23, 2015 | Mar. 31, 2018 | Dec. 31, 2017 |
Leases [Abstract] | ||||
Proceeds from sale of land, building and improvements | $ 56,000 | $ 56,000 | ||
Lease term | P20Y | P20Y | ||
Lease renewal term | 10 years | 10 years | ||
Lease implied interest rate | 7.30% | 7.40% | ||
Financing liability residual | $ 11,000 | $ 8,313 |
Financing Liability - Schedule
Financing Liability - Schedule of Financing Liability (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Financing liability | $ 55,158 | $ 55,599 | |
Debt discount | (883) | (951) | |
Financing liability, net of debt discount | 54,275 | 54,648 | |
Less: current portion | 595 | 465 | |
Financing liability, non-current portion | 53,680 | $ 54,183 | |
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 - Schedul73
Financing Liability - Schedule of Future Minimum Payments of Sale Leaseback Transactions (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
2018 (9 months) | $ 3,496 | |
2,019 | 4,754 | $ 4,754 |
2,020 | 4,848 | 4,848 |
2,021 | 4,945 | 4,946 |
2,022 | 5,045 | 5,045 |
Thereafter | 75,548 | 75,550 |
Future minimum payments due | 98,636 | 99,803 |
Principal [Member] | ||
2018 (9 months) | 426 | |
2,019 | 702 | 737 |
2,020 | 853 | 892 |
2,021 | 1,018 | 1,061 |
2,022 | 1,198 | 1,245 |
Thereafter | 40,974 | 42,315 |
Future minimum payments due | 45,171 | 46,845 |
Interest [Member] | ||
2018 (9 months) | 3,070 | |
2,019 | 4,052 | 4,017 |
2,020 | 3,995 | 3,956 |
2,021 | 3,927 | 3,885 |
2,022 | 3,847 | 3,800 |
Thereafter | 34,574 | 33,235 |
Future minimum payments due | $ 53,465 | $ 52,958 |
Accounts Payable, Accrued Exp74
Accounts Payable, Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities (Details) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 12,394 | $ 12,013 |
Other accrued expenses | 2,893 | 2,756 |
Customer deposits | 3,999 | 3,446 |
Accrued compensation | 3,211 | 2,801 |
Accrued charge-backs | 2,373 | 1,790 |
Accrued interest | 311 | 231 |
Total | $ 25,181 | $ 23,037 |
Accounts Payable, Accrued Exp75
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 | Dec. 31, 2016 |
Accounts payable | $ 12,394 | $ 12,013 | |
Other accrued expenses | 2,893 | 2,756 | |
Customer deposits | 3,999 | 3,446 | |
Accrued compensation | 3,211 | 2,801 | |
Accrued charge-backs | 2,373 | 1,790 | |
Accrued interest | 311 | 231 | |
Total | 25,181 | $ 23,037 | |
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) (10K)
Debt (Details Narrative) (10K) - USD ($) $ in Thousands | Feb. 27, 2017 | Dec. 23, 2015 | Nov. 18, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Financing costs incurred | $ 1,025 | $ 139 | $ 260 | ||
Interest expense | (8,752) | (7,274) | |||
Maximum amount of cash dividends | 6,620 | ||||
Revolving Line of Credit [Member] | |||||
Revolving line of credit | 0 | 3,000 | |||
Availability on the revolver | 7,000 | 4,000 | |||
Interest expense | $ 78 | $ 159 | |||
Credit Agreement [Member] | |||||
Notes payable maturity date | Nov. 18, 2020 | ||||
Line of credit amount committed | $ 20,000 | ||||
Availability on the revolver | $ 7,000 | ||||
LIBOR Plus [Member] | |||||
Derivative basis spread on variable rate | 3.50% | ||||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | December 31, 2017 To December 31, 2016 [Member] | |||||
Range of the potential points on top of LIBOR rate percentage | 2.25% | ||||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | December 31, 2017 To December 31, 2016 [Member] | |||||
Range of the potential points on top of LIBOR rate percentage | 3.25% | ||||
Floor Plan Notes Payable [Member] | |||||
Notes payable interest rate | 3.63% | 4.03% | |||
Notes payable maturity date | Nov. 18, 2018 | ||||
Maximum amount of finance used inventory | $ 40,000 | ||||
Maximum draw down for rental units | $ 5,000 | ||||
Borrowings outstanding | $ 105,207 | $ 95,999 | |||
Notes payable interest expense | 3,739 | 2,270 | |||
Financing costs incurred | 139 | 260 | |||
Note payable | 105,207 | 95,999 | |||
Floor Plan Notes Payable [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Notes payable interest rate | 2.25% | ||||
Floor Plan Notes Payable [Member] | Before Amendment [Member] | |||||
Maximum availability before and after the amendment | $ 120,000 | ||||
Floor Plan Notes Payable [Member] | After Amendment [Member] | |||||
Maximum availability before and after the amendment | $ 140,000 | ||||
Long-Term Debt [Member] | |||||
Note payable | $ 9,130 | 10,988 | |||
Long-Term Debt [Member] | Credit Agreement [Member] | |||||
Notes payable maturity date | Nov. 18, 2020 | ||||
Balloon payment due | $ 3,867 | ||||
Monthly payments of debt | 155 | ||||
Debt interest expense | 491 | $ 474 | |||
Long-Term Debt [Member] | November 23, 2015 [Member] | Credit Agreement [Member] | |||||
Monthly payments of debt | $ 13,000 | ||||
Long-Term Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Range of the potential points on top of LIBOR rate percentage | 4.84% | 4.73% | |||
Long-Term Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | Credit Agreement [Member] | |||||
Notes payable interest rate | 3.50% |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Mar. 15, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Repayments of lines of credit | $ 3,000 | $ 3,500 | ||
Maximum amount of cash dividends | $ 6,620 | |||
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) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt discount | $ (65) | $ (143) |
Floor plan notes payable, net of debt discount | 104,976 | 95,682 |
Floor Plan Notes Payable [Member] | ||
Floor plan notes payable, gross | 105,207 | 95,999 |
Debt discount | (231) | (317) |
Floor plan notes payable, net of debt discount | $ 104,976 | $ 95,682 |
Debt - Schedule of Floor Plan79
Debt - Schedule of Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt discount | $ (65) | $ (143) | |
Floor plan notes payable, net of debt discount | 104,976 | 95,682 | |
Successor [Member] | |||
Floor plan notes payable, net of debt discount | $ 99,368 | ||
Floor Plan Notes Payable [Member] | |||
Floor plan notes payable, gross | 105,207 | 95,999 | |
Debt discount | (231) | (317) | |
Floor plan notes payable, net of debt discount | $ 104,976 | $ 95,682 | |
Floor Plan Notes Payable [Member] | Successor [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) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Gross Principal Amount, Total long-term debt | $ 9,142 | $ 11,000 |
Debt Discount, Total long-term debt | (65) | (143) |
Total Debt, Net of Debt Discount, Total long-term debt | 9,077 | 10,857 |
Gross Principal Amount, current portion | 1,870 | 1,871 |
Debt Discount, current portion | ||
Total Debt, Net of Debt Discount, current portion | 1,870 | 1,871 |
Gross Principal Amount, Long term debt, non-current | 7,272 | 9,129 |
Debt Discount, Long term debt, non-current | (65) | (143) |
Total Debt, Net of Debt Discount, Long term debt, non-current | 7,207 | 8,986 |
Term Loan [Member] | ||
Gross Principal Amount, Total long-term debt | 9,130 | 10,988 |
Debt Discount, Total long-term debt | (65) | (143) |
Total Debt, Net of Debt Discount, Total long-term debt | 9,065 | 10,845 |
Capital Lease Obligation-Equipment [Member] | ||
Gross Principal Amount, Total long-term debt | 12 | 12 |
Debt Discount, Total long-term debt | ||
Total Debt, Net of Debt Discount, Total long-term debt | $ 12 | $ 12 |
Debt - Schedule of Long Term 81
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Gross Principal Amount, Total long-term debt | $ 9,142 | $ 11,000 | |
Debt Discount, Total long-term debt | (65) | (143) | |
Total Debt, Net of Debt Discount, Total long-term debt | 9,077 | 10,857 | |
Gross Principal Amount, current portion | 1,870 | 1,871 | |
Debt Discount, current portion | |||
Total Debt, Net of Debt Discount, current portion | 1,870 | 1,871 | |
Gross Principal Amount, Long term debt, non-current | 7,272 | 9,129 | |
Debt Discount, Long term debt, non-current | (65) | (143) | |
Total Debt, Net of Debt Discount, Long term debt, non-current | 7,207 | 8,986 | |
Successor [Member] | |||
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 | 9,130 | 10,988 | |
Total Debt, Net of Debt Discount, Total long-term debt | 9,065 | 10,845 | |
M&T Term Loan [Member] | Successor [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 | 12 | 12 | |
Total Debt, Net of Debt Discount, Total long-term debt | $ 12 | $ 12 | |
Capital Lease Obligation-Equipment [Member] | Successor [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 |
Debt - Schedule of Long Term 82
Debt - Schedule of Long Term Debt Maturities (Details) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term debt | $ 9,077 | $ 10,857 |
Long-Term Debt [Member] | ||
2,018 | 1,870 | |
2,019 | 1,859 | |
2,020 | 5,413 | |
Long-term debt | $ 9,142 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Dec. 22, 2017 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Provision for federal and state income taxes | $ (5,085) | $ (4,511) | ||||||
Effective income tax rate reconciliation, percent | 38.00% | 36.70% | ||||||
Income taxes at statutory federal rate percentage | 21.00% | 21.00% | 34.00% | 34.00% | ||||
Income tax reconciliation description | The legislation reduced the U.S. corporate tax rate from the current top rate of 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the enacted rate. | 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 (Details Narrati84
Income Taxes (Details Narrative) (10K) - USD ($) $ in Thousands | Dec. 22, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||||
Income taxes at statutory federal rate percentage | 21.00% | 21.00% | 34.00% | 34.00% |
Income tax reconciliation description | The legislation reduced the U.S. corporate tax rate from the current top rate of 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the enacted rate. | 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. | ||
Income tax expense benefit | $ 12 |
Income Taxes- Schedule of Defer
Income Taxes- Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: Accounts receivable | $ 253 | $ 282 | |
Deferred tax assets: Accrued charge-backs | 594 | 660 | |
Deferred tax assets: Other accrued liabilities | 424 | 1,110 | |
Deferred tax assets: Goodwill | 274 | 563 | |
Deferred tax assets: Financing liability | 13,574 | 20,628 | |
Deferred tax assets: Transaction costs | 579 | ||
Deferred tax assets: Stock based compensation | 165 | 62 | |
Deferred tax assets: Other, net | 215 | 386 | |
Deferred tax assets, Total | 16,078 | 23,691 | |
Deferred tax liabilities: Prepaid expenses | (202) | (181) | |
Deferred tax liabilities: Inventories | (1,531) | (2,042) | |
Deferred tax liabilities: Property and equipment | (9,178) | (14,807) | |
Deferred tax liabilities: Intangible assets | (5,023) | (7,547) | |
Deferred tax liabilities, Total | (15,934) | (24,577) | |
Net deferred tax assets/ (liabilities) | 144 | $ (886) | |
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 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes (Details) (10K) - USD ($) $ in Thousands | Dec. 22, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||||
Income taxes at statutory rate amount | $ 4,540 | $ 4,181 | ||
Non-deductible expense amount | 48 | 38 | ||
State income taxes, net of federal tax effect amount | 450 | 454 | ||
Effect of increase in statutory rate for current year amount | 80 | 56 | ||
Tax rate adjustments amount | (12) | |||
Other credits and changes in estimate amount | (21) | (218) | ||
Income tax expense amount | $ 5,085 | $ 4,511 | ||
Income taxes at statutory rate percentage | 21.00% | 21.00% | 34.00% | 34.00% |
Non-deductible expense percentage | 0.40% | 0.30% | ||
State income taxes, net of federal tax effect percentage | 3.40% | 3.70% | ||
Effect of increase in statutory rate for current year percentage | 0.60% | 0.50% | ||
Tax rate adjustments percentage | (0.10%) | 0.00% | ||
Other credits and changes in estimate percentage | (0.20%) | (1.80%) | ||
Income tax expense percentage | 38.00% | 36.70% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) (10K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | $ 5,253 | $ 4,994 |
Current: State | 862 | 966 |
Current income tax expense benefit | 6,115 | 5,960 |
Deferred: Federal | (859) | (1,172) |
Deferred: State | (171) | (277) |
Deferred income tax expense benefit | (1,030) | (1,449) |
Income tax expense (benefit) | $ 5,085 | $ 4,511 |
Income Taxes- Schedule of Def88
Income Taxes- Schedule of Deferred Tax Assets and Liabilities (Details) (10K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets: Accounts receivable | $ 253 | $ 282 |
Deferred tax assets: Accrued charge-backs | 594 | 660 |
Deferred tax assets: Other accrued liabilities | 424 | 1,110 |
Deferred tax assets: Goodwill | 274 | 563 |
Deferred tax assets: Financing liability | 13,574 | 20,628 |
Deferred tax assets: Transaction costs | 579 | |
Deferred tax assets: Stock based compensation | 165 | 62 |
Deferred tax assets: Other, net | 215 | 386 |
Deferred tax assets, Total | 16,078 | 23,691 |
Deferred tax liabilities: Prepaid expenses | (202) | (181) |
Deferred tax liabilities: Inventories | (1,531) | (2,042) |
Deferred tax liabilities: Property and equipment | (9,178) | (14,807) |
Deferred tax liabilities: Intangible assets | (5,023) | (7,547) |
Deferred tax liabilities, Total | (15,934) | (24,577) |
Net deferred tax assets/ (liabilities) | $ 144 | $ (886) |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) (10K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Employee benefit plan contribution | $ 481 | $ 537 |
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 Contingencies91
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 06, 2017 | Jan. 30, 2017 | Dec. 02, 2016 | Mar. 31, 2018 | Dec. 31, 2017 |
Lease expiry date | Expire through 2022. | 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 | $ 465 | $ 540 | |||
Percentage of target bonus on base salary | 100.00% | ||||
Employment Agreement [Member] | Chief Financial Officer [Member] | |||||
Initial base salary | $ 325 | $ 325 | |||
Percentage of target bonus on base salary | 75.00% | ||||
Merger Agreement [Member] | |||||
Transaction incentive plan expire date | Oct. 31, 2020 | 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 Contingencies92
Commitments and Contingencies (Details Narrative) (10K) - USD ($) $ / shares in Units, $ in Thousands | Jun. 06, 2017 | Jan. 30, 2017 | Dec. 20, 2016 | Dec. 02, 2016 | Mar. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Lease expiry date | Expire through 2022. | Expire through 2022. | ||||||
Rent expense | $ 3,026 | $ 2,953 | ||||||
Number of shares issued, value | $ 32,718 | |||||||
Closing price | $ 10.29 | $ 10.29 | ||||||
Minimum [Member] | ||||||||
Lease term | 36 months | |||||||
Maximum [Member] | ||||||||
Lease term | 4 years | |||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||
Initial base salary | $ 465 | $ 540 | ||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | Before June 30, 2018 [Member] | ||||||||
Severance payments | 930 | |||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | After June 30, 2018 [Member] | ||||||||
Severance payments | $ 697 | |||||||
Employment Agreement [Member] | Vice President [Member] | ||||||||
Initial base salary | $ 265 | |||||||
Severance payments | $ 132 | |||||||
Employment Agreement [Member] | Chief Financial Officer [Member] | ||||||||
Initial base salary | $ 325 | $ 325 | ||||||
Severance payments | $ 325 | |||||||
Separation Agreement [Member] | Chief Financial Officer [Member] | ||||||||
Estimated remaining aggregate liability | $ 155 | |||||||
Merger Agreement [Member] | ||||||||
Transaction incentive plan expire date | Oct. 31, 2020 | Oct. 31, 2020 | ||||||
Cash held in escrow | $ 1,510 | |||||||
Merger Agreement [Member] | Holdco [Member] | ||||||||
Cash held in escrow | $ 250 | |||||||
Number of shares issued | 51,893 | |||||||
Number of shares issued, value | $ 454 | |||||||
Closing price | $ 8.75 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Rent expense | $ 3,026 | $ 2,953 | |||
Successor [Member] | |||||
Rent expense | $ 79 | ||||
Predecessor [Member] | |||||
Rent expense | $ 394 | $ 454 |
Commitments and Contingencies94
Commitments and Contingencies - Schedule of Future Minimum Payments Under Operating Leases (Details) (10K) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 2,509 |
2,019 | 2,215 |
2,020 | 1,741 |
2,021 | 1,482 |
2,022 | 15 |
Total | $ 7,962 |
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 | Apr. 30, 2017 | Mar. 14, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 4,500,000 | 4,500,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 150,000 | 150,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares outstanding | 3,333,166 | 999,835 | |||||||||||
Issuance of shares in acquisition of lazydays | $ 29,400 | ||||||||||||
Stock option issued to purchase units | 216,667 | ||||||||||||
Number of option granted shares | 3,687,762 | 283,333 | |||||||||||
Stock options exercise price per share | |||||||||||||
Stock-based compensation expense related to stock | $ 485 | $ 497 | $ 13 | ||||||||||
Compensation cost unrecognized | $ 1,801 | ||||||||||||
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 | 2,333,331 | |||||||||||
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 | ||||||||||||
Stock-based compensation expense related to stock | |||||||||||||
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 option granted shares | 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 option granted shares | 99,526 | ||||||||||||
Granted stock options term | 5 years | ||||||||||||
Stock options exercise price per share | $ 11.10 | $ 11.10 | |||||||||||
CEO Stock Options [Member] | |||||||||||||
Number of option granted shares | 1,458,414 | ||||||||||||
CFO Stock Options [Member] | |||||||||||||
Number of option granted shares | 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 Assumptions Used in Black-Scholes Model to Options Issued (Details) (10K) | 12 Months Ended |
Dec. 31, 2017 | |
Risk free interest rate, minimum | 1.90% |
Risk free interest rate, maximum | 2.11% |
Expected volatility | 36.00% |
Expected dividends | 0.00% |
Minimum [Member] | |
Expected term (years) | 6 years 2 months 1 day |
Maximum [Member] | |
Expected term (years) | 6 years 2 months 30 days |
Stockholders' Equity - Schedu98
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 (Details99
Stockholders' Equity (Details Narrative) (10K) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2018 | Jun. 12, 2017 | Apr. 10, 2017 | Mar. 02, 2017 | Jan. 30, 2017 | Jan. 30, 2017 | Jan. 05, 2016 | Dec. 22, 2015 | Dec. 22, 2015 | Mar. 31, 2018 | Mar. 31, 2018 | Apr. 30, 2017 | Dec. 31, 2009 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 19, 2010 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 4,500,000 | 4,500,000 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 150,000 | 150,000 | ||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.001 | ||||||||||||
Common stock voting rights | The holders of the Companys common stock are entitled to one vote per share. | |||||||||||||||
Stock-based compensation expense related to stock | $ 485 | $ 497 | $ 13 | |||||||||||||
Unrecognized stock-based compensation expense | $ 1,801 | |||||||||||||||
Weighted average remaining vesting period | 3 years 1 month 6 days | |||||||||||||||
Number of options for purchase of common stock | 3,687,762 | 283,333 | ||||||||||||||
Weighted average exercise price granted | $ 11.10 | $ 26 | ||||||||||||||
Distributable in Cash [Member] | ||||||||||||||||
Cash paid to settle the options | $ 1,500 | |||||||||||||||
Distributable in Cash [Member] | March 15, 2018 [Member] | Merger Agreement [Member] | ||||||||||||||||
Cash paid to settle the options | $ 1,500 | |||||||||||||||
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 | |||||||||||||||
Option Holders [Member] | March 15, 2018 [Member] | Merger Agreement [Member] | ||||||||||||||||
Payments for merger related costs | $ 2,636 | |||||||||||||||
Number of shares issued during period merger | 51,529 | |||||||||||||||
Share issued during period merger, value | $ 450 | |||||||||||||||
Amounts held in escrow | $ 686 | |||||||||||||||
8% Senior Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares designated | 10,000 | 10,000 | ||||||||||||||
Number of undesignated preferred stock shares | 140,000 | |||||||||||||||
Percentage of early redeemed liquidation value | 102.00% | |||||||||||||||
Preferred stock conversion price per share | $ 1,000 | |||||||||||||||
Shares issued, price per share | $ 1,000 | $ 4.285715 | ||||||||||||||
Gross proceeds from issuance of convertible preferred stock | $ 50,000 | |||||||||||||||
Preferred stock, dividend rate, percentage | 8.00% | 8.00% | ||||||||||||||
Preferred stock dividend description | The holders of Senior Preferred Stock are entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative dividends at the annual rate of 8% of the liquidation value, which is defined as an amount equal to $1,000 per share of Senior Preferred Stock plus all accumulated and unpaid dividends. Such dividends are compounded quarterly and, to the extent declared, are payable in cash by the Company on a quarterly basis. If undeclared, dividends continue to accumulate. At liquidation, after payment of debts and liabilities, the holders of Senior Preferred Stock shall be entitled to receive an amount in cash equal to $1,000 per share of Senior Preferred Stock plus all unpaid dividends, whether or not declared, before any distribution is made to holders of shares of any junior securities. | |||||||||||||||
Number of preferred stock shares issued to certain investors for consideration, shares | 10,000 | |||||||||||||||
Number of preferred stock issued to certain investors for consideration, value | $ 10,000 | |||||||||||||||
Number of shares surrendered | 10,000 | |||||||||||||||
Preferred stock conversion into common stock | 2,333,331 | |||||||||||||||
Preferred stock, shares outstanding | 0 | 10,000 | ||||||||||||||
Senior Preferred Stock [Member] | First Distribution [Member] | ||||||||||||||||
Dividends on preferred stock and common stock | $ 54,498 | |||||||||||||||
Dividends, preferred stock and common stock, cash | 3,915 | $ 10,000 | ||||||||||||||
Payment of accumulated and current cumulative dividends | $ 6,085 | |||||||||||||||
Senior Preferred Stock [Member] | Second Distribution [Member] | ||||||||||||||||
Dividends on preferred stock and common stock | $ 44,498 | |||||||||||||||
Dividends, preferred stock and common stock, cash | $ 15,000 | 44,469 | ||||||||||||||
Payment of accumulated and current cumulative dividends | $ 29 | |||||||||||||||
2010 Equity Incentive Plan [Member] | ||||||||||||||||
Reversal of stock based compensation | $ 14 | |||||||||||||||
Number of options for purchase of common stock | 75,561 | |||||||||||||||
2010 Equity Incentive Plan [Member] | Exercise Price Range One [Member] | ||||||||||||||||
Weighted average exercise price granted | $ 68.80 | |||||||||||||||
2010 Equity Incentive Plan [Member] | Exercise Price Range Two [Member] | ||||||||||||||||
Weighted average exercise price granted | $ 137.60 | |||||||||||||||
2010 Equity Incentive Plan [Member] | Employees [Member] | ||||||||||||||||
Number of common stock shares authorized | 100,000 | |||||||||||||||
Number of option available for grant | 14,000 | |||||||||||||||
2017 Equity Incentive Plan [Member] | ||||||||||||||||
Number of common stock shares authorized | 333,333 | 333,333 | ||||||||||||||
Maximum percentage on options may be issued | 10.00% | |||||||||||||||
Number of common shares reserved for future issuance | 50,000 | 50,000 | ||||||||||||||
2017 Equity Incentive Plan [Member] | Two Executives [Member] | Non-statutory Stock Option [Member] | ||||||||||||||||
Weighted average remaining vesting period | 10 years | |||||||||||||||
Number of options for purchase of common stock | 216,667 | |||||||||||||||
Weighted average exercise price granted | $ 26 | $ 21.77 | ||||||||||||||
Aggregate grant date fair value of stock options | $ 1,562 | $ 1,831 | ||||||||||||||
Increase in fair value of options | $ 269 | |||||||||||||||
Description on options vest installments | The options vest in equal installments of 25% on each of the next four anniversary dates from the date of grant. | |||||||||||||||
2017 Equity Incentive Plan [Member] | New Executives [Member] | Non-statutory Stock Option [Member] | ||||||||||||||||
Number of options for purchase of common stock | 66,666 | |||||||||||||||
Weighted average exercise price granted | $ 26 | |||||||||||||||
Aggregate grant date fair value of stock options | $ 466 | |||||||||||||||
Description on options vest installments | The options vest in equal installments of 25% on each of the next four anniversary dates from the date of grant. |
Stockholders' Equity - Sched100
Stockholders' Equity - Schedule of Stock Option Activity (Details) (10K) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | ||
Equity [Abstract] | |||
Number of Options Outstanding, beginning | 75,561 | ||
Number of Options Granted | 3,687,762 | 283,333 | |
Number of Options Forfeited | (14,218) | (75,561) | |
Number of Options Outstanding, Ending | 3,673,544 | 283,333 | |
Number of Options Outstanding, Exercisable, Ending | |||
Weighted Average Exercise Price Outstanding, beginning | $ 98.69 | ||
Weighted Average Exercise Price Granted | $ 11.10 | 26 | |
Weighted Average Exercise Price Forfeited | 11.10 | 98.69 | |
Weighted Average Exercise Price Ending | 11.10 | 22.77 | [1] |
Weighted Average Exercise Price Exercisable, Ending | |||
Weighted Average Remaining Life In Years, Outstanding | 0 years | ||
Weighted Average Remaining Life In Years, Exercisable | 4 years 11 months 15 days | 9 years 2 months 12 days | |
Aggregate Intrinsic Value, Outstanding | |||
Aggregate Intrinsic Value, Exercisable | |||
[1] | In April 2017, options for the purchase of 216,667 common shares were modified such that the exercise price was reduced from $26.00 per share to $21.77 per share (see Note 14), reducing the weighted average exercise price from $26.00 per share to $22.77 per share. |
Stockholders' Equity - Sched101
Stockholders' Equity - Schedule of Stock Option Activity (Details) (10K) (Parenthetical) | 1 Months Ended |
Apr. 30, 2017$ / sharesshares | |
Number of options for purchase of common stock | shares | 216,667 |
Exercise Price Range One [Member] | |
Range of exercise prices, upper | $ 26 |
Range of exercise prices, lower | 21.77 |
Exercise Price Range Two [Member] | |
Range of exercise prices, upper | 26 |
Range of exercise prices, lower | $ 22.77 |
Stockholders' Equity - Sched102
Stockholders' Equity - Schedule of Stock Related to Stock Options (Details) (10K) - $ / shares | 1 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Options Outstanding Exercise Price | ||
Outstanding Number of Options | 283,333 | |
Options Exercisable Weighted Average Remaining Life In Years | 4 years 11 months 15 days | 9 years 2 months 12 days |
Exercisable Number of Options | ||
Exercise Price Range One [Member] | ||
Options Outstanding Exercise Price | $ 21.77 | |
Outstanding Number of Options | 216,667 | |
Options Exercisable Weighted Average Remaining Life In Years | 0 years | |
Exercisable Number of Options | ||
Exercise Price Range Two [Member] | ||
Options Outstanding Exercise Price | $ 26 | |
Outstanding Number of Options | 66,666 | |
Options Exercisable Weighted Average Remaining Life In Years | 0 years | |
Exercisable Number of Options |
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% |
Subsequent Events (Details N104
Subsequent Events (Details Narrative) (10K) - USD ($) $ / shares in Units, $ in Thousands | Mar. 15, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of option granted shares | 3,687,762 | 283,333 | |||
Option exercise price | $ 11.10 | $ 22.77 | [1] | $ 98.69 | |
Option contractual life | 4 years 11 months 15 days | 9 years 2 months 12 days | |||
Option vested year | 3 years 1 month 6 days | ||||
M&T Facility [Member] | |||||
Line of credit maximum borrowing capacity | $ 200,000 | ||||
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 | ||||
Line of credit 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% | ||||
Subsequent Event [Member] | March 15, 2018 [Member] | 2018 Long-Term Incentive Equity Plan [Member] | Holdco [Member] | |||||
Percentage of option issuable upon breach of minimum stock price | 13.00% | ||||
Fair value of contractual stock price | $ 8.75 | ||||
Subsequent Event [Member] | March 15, 2018 [Member] | Maximum [Member] | 2018 Long-Term Incentive Equity Plan [Member] | Holdco [Member] | |||||
Percentage of trigger rise options available during period | 18.00% | ||||
Subsequent Event [Member] | March 16, 2018 [Member] | 2018 Long-Term Incentive Equity Plan [Member] | Employees [Member] | |||||
Number of option granted shares | 3,573,113 | ||||
Subsequent Event [Member] | March 16, 2018 [Member] | 2018 Long-Term Incentive Equity Plan [Member] | Chief Executive Officer [Member] | |||||
Number of option granted shares | 1,458,414 | ||||
Subsequent Event [Member] | March 16, 2018 [Member] | 2018 Long-Term Incentive Equity Plan [Member] | Chief Financial Officer [Member] | |||||
Number of option granted shares | 583,366 | ||||
Subsequent Event [Member] | March 16, 2018 [Member] | 2018 Long-Term Incentive Equity Plan [Member] | Holdco [Member] | |||||
Option exercise price | $ 11.10 | ||||
Option contractual life | 5 years | ||||
Option vested description | The options shall vest as follows and shall be exercisable only to the extent that it has vested: 30% of the option shall vest once the volume weighted average price (VWAP), as defined in the options agreement, is equal to or greater than $13.125 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; an additional 30% of the options shall vest once the VWAP is equal to or greater than $17.50 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; an additional 30% of the Option shall vest once the VWAP is equal to or greater than $21.875 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; and an additional 10% of the Option shall vest once the VWAP is equal to or greater than $35 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; 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. | ||||
Subsequent Event [Member] | March 16, 2018 [Member] | 2018 Long-Term Incentive Equity Plan [Member] | Holdco [Member] | Non-employee Directors [Member] | |||||
Number of option granted shares | 99,526 | ||||
Option exercise price | $ 11.10 | ||||
Option contractual life | 5 years | ||||
Option vested year | 3 years | ||||
Subsequent Event [Member] | M&T Facility [Member] | March 15, 2018 [Member] | |||||
Line of credit maximum borrowing capacity | $ 200,000 | ||||
Line of credit maturity date | Mar. 15, 2021 | ||||
Subsequent Event [Member] | M&T Floor Plan Line of Credit [Member] | March 15, 2018 [Member] | |||||
Line of credit maximum borrowing capacity | $ 175,000 | ||||
Maximum amount of finance used inventory | 45,000 | ||||
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% | ||||
Subsequent Event [Member] | M&T Floor Plan Line of Credit [Member] | March 15, 2018 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Percentage of leverage ratio | 2.00% | ||||
Subsequent Event [Member] | M&T Floor Plan Line of Credit [Member] | March 15, 2018 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Percentage of leverage ratio | 2.30% | ||||
Subsequent Event [Member] | M&T Floor Plan Line of Credit [Member] | March 15, 2018 [Member] | Base Rate [Member] | Minimum [Member] | |||||
Percentage of leverage ratio | 1.00% | ||||
Subsequent Event [Member] | M&T Floor Plan Line of Credit [Member] | March 15, 2018 [Member] | Base Rate [Member] | Maximum [Member] | |||||
Percentage of leverage ratio | 1.30% | ||||
Subsequent Event [Member] | M&T Term Loan [Member] | March 15, 2018 [Member] | |||||
Term loan | $ 20,000 | ||||
Principal balloon payment | $ 11,300 | ||||
Subsequent Event [Member] | M&T Term Loan [Member] | March 15, 2018 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Percentage of leverage ratio | 2.25% | ||||
Subsequent Event [Member] | M&T Term Loan [Member] | March 15, 2018 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Percentage of leverage ratio | 3.00% | ||||
Subsequent Event [Member] | M&T Term Loan [Member] | March 15, 2018 [Member] | Base Rate [Member] | Minimum [Member] | |||||
Percentage of leverage ratio | 1.25% | ||||
Subsequent Event [Member] | M&T Term Loan [Member] | March 15, 2018 [Member] | Base Rate [Member] | Maximum [Member] | |||||
Percentage of leverage ratio | 2.00% | ||||
Subsequent Event [Member] | M&T Revolver [Member] | March 15, 2018 [Member] | |||||
Line of credit maximum borrowing capacity | $ 5,000 | ||||
Subsequent Event [Member] | M&T Revolver [Member] | March 15, 2018 [Member] | Minimum [Member] | |||||
Line of credit commitments percentage | 0.25% | ||||
Subsequent Event [Member] | M&T Revolver [Member] | March 15, 2018 [Member] | Maximum [Member] | |||||
Line of credit commitments percentage | 0.50% | ||||
Subsequent Event [Member] | M&T Revolver [Member] | March 15, 2018 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||
Percentage of leverage ratio | 2.25% | ||||
Subsequent Event [Member] | M&T Revolver [Member] | March 15, 2018 [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||
Percentage of leverage ratio | 3.00% | ||||
Subsequent Event [Member] | M&T Revolver [Member] | March 15, 2018 [Member] | Base Rate [Member] | Minimum [Member] | |||||
Percentage of leverage ratio | 1.25% | ||||
Subsequent Event [Member] | M&T Revolver [Member] | March 15, 2018 [Member] | Base Rate [Member] | Maximum [Member] | |||||
Percentage of leverage ratio | 2.00% | ||||
[1] | In April 2017, options for the purchase of 216,667 common shares were modified such that the exercise price was reduced from $26.00 per share to $21.77 per share (see Note 14), reducing the weighted average exercise price from $26.00 per share to $22.77 per share. |