Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 15, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Lazydays Holdings, Inc. | ||
Entity Central Index Key | 0001721741 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 49,100 | ||
Entity Common Stock, Shares Outstanding | 8,471,608 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' Equity | ||
Total stockholders' equity | $ 50,833 | |
Successor [Member] | ||
Current assets | ||
Cash | $ 26,603 | |
Receivables, net of allowance for doubtful accounts of $687 and $1,013 at December 31, 2018 and 2017, respectively | 16,967 | |
Inventories | 167,378 | |
Income tax receivable | 2,630 | |
Prepaid expenses and other | 3,166 | |
Total current assets | 216,744 | |
Property and equipment, net | 78,043 | |
Goodwill | 36,762 | |
Intangible assets, net | 70,189 | |
Deferred tax asset | ||
Other assets | 358 | |
Total assets | 402,096 | |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 22,599 | |
Income tax payable | ||
Dividends payable | 1,210 | |
Floor plan notes payable, net of debt discount | 143,469 | |
Contingent liability, current portion | ||
Financing liability, current portion | 714 | |
Long-term debt, current portion | 4,408 | |
Total current liabilities | 172,400 | |
Long term liabilities | ||
Financing liability, non-current portion, net of debt discount | 60,533 | |
Long term debt, non-current portion, net of debt discount | 19,013 | |
Deferred tax liability | 18,717 | |
Total liabilities | 270,663 | |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2018; liquidation preference of $61,210 as of December 31, 2018 | 54,983 | |
Stockholders' Equity | ||
Preferred stock value | ||
Common stock value | ||
Additional paid-in capital | 80,606 | |
Treasury stock, 165 shares, at cost | ||
Retained earnings (Accumulated deficit) | (4,156) | |
Total stockholders' equity | 76,450 | |
Total liabilities and stockholders' equity | $ 402,096 | |
Predecessor [Member] | ||
Current assets | ||
Cash | 13,292 | |
Receivables, net of allowance for doubtful accounts of $687 and $1,013 at December 31, 2018 and 2017, respectively | 19,911 | |
Inventories | 114,170 | |
Income tax receivable | ||
Prepaid expenses and other | 2,062 | |
Total current assets | 149,435 | |
Property and equipment, net | 45,669 | |
Goodwill | 25,216 | |
Intangible assets, net | 25,862 | |
Deferred tax asset | 144 | |
Other assets | 219 | |
Total assets | 246,545 | |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 25,181 | |
Income tax payable | 1,536 | |
Dividends payable | ||
Floor plan notes payable, net of debt discount | 104,976 | |
Contingent liability, current portion | 667 | |
Financing liability, current portion | 595 | |
Long-term debt, current portion | 1,870 | |
Total current liabilities | 134,825 | |
Long term liabilities | ||
Financing liability, non-current portion, net of debt discount | 53,680 | |
Long term debt, non-current portion, net of debt discount | 7,207 | |
Deferred tax liability | ||
Total liabilities | 195,712 | |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2018; liquidation preference of $61,210 as of December 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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Successor [Member] | ||
Allowance for doubtful accounts | $ 687 | |
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 | $ 61,210 | |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 8,471,608 | |
Common stock, shares outstanding | 8,471,608 | |
Predecessor [Member] | ||
Allowance for doubtful accounts | $ 1,013 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 150,000 | |
Preferred stock cumulative dividend | 8.00% | |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other income/expenses | |||
Net (loss) income | $ 2,336 | $ 8,302 | |
Successor [Member] | |||
Revenues | |||
New and pre-owned vehicles | $ 419,018 | ||
Other | 55,237 | ||
Total revenues | 474,255 | ||
Cost applicable to revenues (excluding depreciation and amortization shown below) | |||
New and pre-owned vehicles (including adjustments to the LIFO reserve of $1,276, $148, and $3,772, respectively) | 358,757 | ||
Other | 12,894 | ||
Total cost applicable to revenue | 371,651 | ||
Transaction costs | 3,460 | ||
Depreciation and amortization | 8,204 | ||
Stock-based compensation | 8,618 | ||
Selling, general, and administrative expenses | 74,624 | ||
Income from operations | 7,698 | ||
Other income/expenses | |||
Gain on sale of property and equipment | 1 | ||
Interest expense | (8,001) | ||
Total other expense | (8,000) | ||
(Loss) income before income tax expense | (302) | ||
Income tax expense | (2,318) | ||
Net (loss) income | (2,620) | ||
Dividends on Series A Convertible Preferred Stock | (3,845) | ||
Deemed dividend on Series A Convertible Preferred Stock | (3,392) | ||
Net (loss) income attributable to common stock and participating securities | $ (9,857) | ||
Successor EPS: | |||
Basic and diluted loss per share | $ (1.02) | ||
Weighted average shares outstanding - basic and diluted | 9,668,250 | ||
Predecessor [Member] | |||
Revenues | |||
New and pre-owned vehicles | 119,111 | 546,385 | |
Other | 14,828 | 68,453 | |
Total revenues | 133,939 | 614,838 | |
Cost applicable to revenues (excluding depreciation and amortization shown below) | |||
New and pre-owned vehicles (including adjustments to the LIFO reserve of $1,276, $148, and $3,772, respectively) | 101,830 | 472,318 | |
Other | 3,047 | 15,383 | |
Total cost applicable to revenue | 104,877 | 487,701 | |
Transaction costs | 438 | 2,313 | |
Depreciation and amortization | 1,212 | 6,030 | |
Stock-based compensation | 140 | 497 | |
Selling, general, and administrative expenses | 22,200 | 96,256 | |
Income from operations | 5,072 | 22,041 | |
Other income/expenses | |||
Gain on sale of property and equipment | 1 | 98 | |
Interest expense | (2,019) | (8,752) | |
Total other expense | (2,018) | (8,654) | |
(Loss) income before income tax expense | 3,054 | 13,387 | |
Income tax expense | (718) | (5,085) | |
Net (loss) income | $ 2,336 | $ 8,302 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Successor [Member] | |||
Adjustments to LIFO reserve | $ 1,276 | ||
Predecessor [Member] | |||
Adjustments to LIFO reserve | $ 148 | $ 3,772 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Total | Accumulated deficit [Member] | Total Stockholders' Equity [Member] |
Balance (Predecessor [Member]) at Dec. 31, 2016 | $ 1 | $ (11) | $ 49,261 | $ 7,783 | ||||
Balance at Dec. 31, 2016 | $ 57,034 | |||||||
Balance, shares (Predecessor [Member]) at Dec. 31, 2016 | 10,000 | 999,835 | 165 | |||||
Conversion of preferred stock | Predecessor [Member] | $ 2 | (2) | ||||||
Conversion of preferred stock | ||||||||
Conversion of preferred stock, shares | Predecessor [Member] | (10,000) | 2,333,331 | ||||||
Stock-based compensation | Predecessor [Member] | 497 | |||||||
Stock-based compensation | 497 | |||||||
Dividends | Predecessor [Member] | (15,000) | |||||||
Dividends | (15,000) | |||||||
Net income (loss) | Predecessor [Member] | 8,302 | 8,302 | ||||||
Net income (loss) | 8,302 | |||||||
Balance (Predecessor [Member]) at Dec. 31, 2017 | $ 3 | $ (11) | 49,756 | 1,085 | 50,833 | |||
Balance at Dec. 31, 2017 | 50,833 | |||||||
Balance, shares (Predecessor [Member]) at Dec. 31, 2017 | 3,333,166 | 165 | ||||||
Stock-based compensation | Predecessor [Member] | 140 | |||||||
Stock-based compensation | 140 | |||||||
Net income (loss) | Predecessor [Member] | 2,336 | 2,336 | ||||||
Net income (loss) | 2,336 | |||||||
Balance (Predecessor [Member]) at Mar. 14, 2018 | 3 | $ (11) | 49,896 | $ 3,421 | ||||
Balance (Successor [Member]) at Mar. 14, 2018 | 6,139 | $ (1,536) | $ 4,603 | |||||
Balance at Mar. 14, 2018 | 53,309 | |||||||
Balance, shares (Predecessor [Member]) at Mar. 14, 2018 | 3,333,166 | 165 | ||||||
Balance, shares (Successor [Member]) at Mar. 14, 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., shares | Successor [Member] | 615,436 | |||||||
Reclassification shares of Andina common stock subject to redemption | Successor [Member] | 4,910 | 4,910 | ||||||
Reclassification shares of Andina common stock subject to redemption, shares | Successor [Member] | 472,571 | |||||||
Issuance of common stock and warrants in PIPE transaction, net | Successor [Member] | 32,718 | 32,718 | ||||||
Issuance of common stock and warrants in PIPE transaction, net, shares | Successor [Member] | 2,653,984 | |||||||
Issuance of shares in acquisition of Lazy Days' R.V. Center, Inc. | Successor [Member] | 29,400 | 29,400 | ||||||
Issuance of shares in acquisition of Lazy Days' R.V. Center, Inc., shares | Successor [Member] | 2,857,189 | |||||||
Beneficial conversion feature of Series A convertible preferred stock | Successor [Member] | 3,392 | 3,392 | ||||||
Deemed dividend related to immediate accretion of beneficial conversion | Successor [Member] | (3,392) | (3,392) | ||||||
Issuance of warrants issued to Series A preferred stockholders and placement agent | Successor [Member] | 2,666 | 2,666 | ||||||
Stock-based compensation | Successor [Member] | 8,618 | 8,618 | ||||||
Dividends on Series A preferred stock | Successor [Member] | (3,845) | (3,845) | ||||||
Net income (loss) | Successor [Member] | (2,620) | (2,620) | (2,620) | |||||
Balance (Successor [Member]) at Dec. 31, 2018 | $ 80,606 | $ 76,450 | $ (4,156) | $ 76,450 | ||||
Balance, shares (Successor [Member]) at Dec. 31, 2018 | 8,471,608 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities | ||||
Net (loss) income | $ 2,336 | $ 8,302 | ||
Successor [Member] | ||||
Cash Flows From Operating Activities | ||||
Net (loss) income | $ (2,620) | |||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||
Stock based compensation | 8,618 | |||
Bad debt expense | 816 | |||
Depreciation and amortization of property and equipment | 5,583 | |||
Amortization of intangible assets | 2,621 | |||
Amortization of debt discount | 377 | |||
Gain on sale of property and equipment | (1) | |||
Deferred income taxes | (1,774) | |||
Changes in operating assets and liabilities: | ||||
Receivables | (2,686) | |||
Inventories | (18,896) | |||
Prepaid expenses and other | (479) | |||
Income tax receivable/payable | (593) | |||
Other assets | (157) | |||
Accounts payable, accrued expenses and other current liabilities | (6,135) | |||
Total Adjustments | (12,706) | |||
Net Cash (Used in) Provided By Operating Activities | (15,326) | |||
Cash Flows From Investing Activities | ||||
Cash paid for acquisitions | (101,478) | |||
Cash acquired in the purchase of Lazy Days' R.V. Center, Inc. | 9,188 | |||
Proceeds from sales of property and equipment | 41 | |||
Purchases of property and equipment | (3,627) | |||
Net Cash Used In Investing Activities | (95,876) | |||
Cash Flows From Financing Activities | ||||
Net borrowings under M&T bank floor plan | 123,619 | |||
Repayment of Bank of America floor plan | (96,740) | |||
Net (repayments)/borrowings under floor plan | ||||
Repayments of line of credit | ||||
Repayments under long term debt with Bank of America | (8,820) | |||
Borrowings under long term debt with M&T bank | 20,000 | |||
Repayment of long term debt with M&T bank | (2,176) | |||
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 | |||
Proceeds from financing liability | 5,584 | |||
Repayments of financing liability | (430) | |||
Dividend payments to Series A Preferred stockholders | (2,635) | |||
Dividend payments | ||||
Repayments of notes payable to Andina related parties | (761) | |||
Repayments of acquisition notes payable | (183) | |||
Payment of contingent liability - RV America acquisition | ||||
Loan issuance costs | (693) | |||
Net Cash Provided by (Used In) Financing Activities | 127,134 | |||
Net Increase (Decrease) In Cash | 15,932 | |||
Cash - Beginning | 10,671 | |||
Cash - Ending | 10,671 | 26,603 | $ 26,603 | |
Supplemental Disclosures of Cash Flow Information: | ||||
Cash paid during the year for interest | 7,541 | |||
Cash paid during the year for income taxes net of refunds received | 4,706 | |||
Non-Cash Investing and Financing Activities | ||||
Rental vehicles transferred to inventory, net | 598 | |||
Conversion of Andina redeemable common stock to common stock of Lazydays Holdings, Inc. | 4,910 | |||
Rental equipment purchased under floor plan | ||||
Fixed assets purchased with accounts payable | 818 | |||
Conversion of preferred stock into common stock | ||||
Accrued dividends on Series A Preferred Stock | 1,210 | |||
Beneficial conversion feature on Series A Preferred Stock | 3,392 | |||
Warrants issued to Series A Preferred stockholders and investment bank | 2,666 | |||
Common stock issued to former stock holders of Lazy Days' R.V. Center, Inc. | 29,400 | |||
Note payable incurred in acquisitions | 5,820 | |||
Net assets acquired in dealership acquisitions | 21,034 | |||
Net assets acquired in the acquisition of Lazy Days' R.V. Center, Inc. | 106,391 | |||
Predecessor [Member] | ||||
Cash Flows From Operating Activities | ||||
Net (loss) income | 2,336 | 8,302 | ||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||
Stock based compensation | 140 | 497 | ||
Bad debt expense | 422 | |||
Depreciation and amortization of property and equipment | 1,058 | 5,286 | ||
Amortization of intangible assets | 154 | 744 | ||
Amortization of debt discount | 136 | 371 | ||
Gain on sale of property and equipment | (1) | (98) | ||
Deferred income taxes | 630 | (1,030) | ||
Changes in operating assets and liabilities: | ||||
Receivables | 5,143 | (6,647) | ||
Inventories | 1,435 | 9,823 | ||
Prepaid expenses and other | 44 | 1,179 | ||
Income tax receivable/payable | (3,573) | 2,863 | ||
Other assets | 18 | 176 | ||
Accounts payable, accrued expenses and other current liabilities | 2,463 | 2,168 | ||
Total Adjustments | 7,647 | 15,754 | ||
Net Cash (Used in) Provided By Operating Activities | 9,983 | 24,056 | ||
Cash Flows From Investing Activities | ||||
Cash paid for acquisitions | ||||
Cash acquired in the purchase of Lazy Days' R.V. Center, Inc. | ||||
Proceeds from sales of property and equipment | 249 | |||
Purchases of property and equipment | (694) | (2,584) | ||
Net Cash Used In Investing Activities | (694) | (2,335) | ||
Cash Flows From Financing Activities | ||||
Net borrowings under M&T bank floor plan | ||||
Repayment of Bank of America floor plan | ||||
Net (repayments)/borrowings under floor plan | (12,272) | 9,208 | ||
Repayments of line of credit | (3,000) | |||
Repayments under long term debt with Bank of America | (310) | (1,858) | ||
Borrowings under long term debt with M&T bank | ||||
Repayment of 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 | ||||
Proceeds from financing liability | ||||
Repayments of financing liability | (144) | (465) | ||
Dividend payments to Series A Preferred stockholders | ||||
Dividend payments | (15,000) | |||
Repayments of notes payable to Andina related parties | ||||
Repayments of acquisition notes payable | ||||
Payment of contingent liability - RV America acquisition | (667) | (1,333) | ||
Loan issuance costs | (139) | |||
Net Cash Provided by (Used In) Financing Activities | (13,393) | (12,587) | ||
Net Increase (Decrease) In Cash | (4,104) | 9,134 | ||
Cash - Beginning | 13,292 | $ 9,188 | $ 13,292 | 4,158 |
Cash - Ending | 9,188 | 13,292 | ||
Supplemental Disclosures of Cash Flow Information: | ||||
Cash paid during the year for interest | 2,182 | 8,332 | ||
Cash paid during the year for income taxes net of refunds received | 3,587 | 3,325 | ||
Non-Cash Investing and Financing Activities | ||||
Rental vehicles transferred to inventory, net | 89 | 74 | ||
Conversion of Andina redeemable common stock to common stock of Lazydays Holdings, Inc. | ||||
Rental equipment purchased under floor plan | 2,911 | |||
Fixed assets purchased with accounts payable | ||||
Conversion of preferred stock into common stock | 2 | |||
Accrued dividends on Series A Preferred Stock | ||||
Beneficial conversion feature on Series A Preferred Stock | ||||
Warrants issued to Series A Preferred stockholders and investment bank | ||||
Common stock issued to former stock holders of Lazy Days' R.V. Center, Inc. | ||||
Note payable incurred in acquisitions | ||||
Net assets acquired in dealership acquisitions | ||||
Net assets acquired in the acquisition of Lazy Days' R.V. Center, Inc. |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 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 originally 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. (“Holdco”), a Delaware corporation and wholly-owned subsidiary of Andina, 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. Lazydays RV has subsidiaries that operate recreational vehicle (“RV”) dealerships in six locations including one in the state of Florida, two in the state of Colorado, one in the state of Arizona, one in the state of Tennessee and one located in Minnesota. Through its subsidiaries, Lazydays RV sells and services new and pre-owned recreational vehicles, sells related parts and accessories, and rents recreational vehicles. 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 | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation Successor The consolidated financial statements in the period from March 15, 2018 to December 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, Lazydays Mile Hi RV, LLC, Lazydays of Minneapolis LLC, and LDRV of Tennessee LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor The consolidated financial statements in the periods from January 1, 2018 to March 14, 2018 and January 1, 2017 through December 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 RV is the acquiree and the accounting predecessor. The financial statement presentation distinguishes the results into two distinct periods, the periods 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 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 immaterial. 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 generally accepted accounting principles 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 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. 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 amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with its banks, the first $250 of which is insured by the Federal Deposit Insurance Corporation. There are no cash equivalents as of December 31, 2018 and 2017. 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 parts, sales, and service is recognized in other revenue in the accompanying consolidated statements of operations. Revenue from the 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 other revenue in the accompanying consolidated statements of operations. 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, which is included in other revenue as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Gross finance and insurance revenues $ 27,926 $ 7,483 $ 32,509 Chargebacks (2,338 ) (622 ) (2,661 ) Net Finance Revenue $ 25,588 $ 6,861 $ 29,848 The Company has an accrual for charge-backs which totaled $3,252 and $2,373 at December 31, 2018 and 2017, respectively, and is included in “Accounts payable, accrued expenses, and other current liabilities” in 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. Revenue is recorded net of related sales and excise taxes. 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 operations. 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 period from March 15, 2018 to December 31, 2018, shipping and handling included as a component of revenue were $1,896. For the periods from January 1, 2018 to March 14, 2018 and January 1, 2017 to December 31, 2017 shipping and handling costs included as a component of revenue were $603 and $2,760 respectively. Receivables The Company sells to customers and arranges third-party financing, as is customary in the 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 $1,276 and $11,930 as of December 31, 2018 and 2017, 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. Improvements 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. 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 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 the reporting unit is less than the carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all 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, 2018 and 2017, 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, 2018. 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 7 to 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. 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 costs 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 a debt discount and are amortized over the term of the related debt. Amortization of debt discount included in interest expense was $377 for the period from March 15, 2018 to December 31, 2018. Amortization of debt discount included in interest expense was $136 and $371 for the period from January 1, 2018 to March 14, 2018 and January 1, 2017 to December 31, 2017, respectively. Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that 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 amount 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 impairment of long-lived assets existed as of December 31, 2018 and 2017. Fair Value of Financial Instruments The carrying amounts of financial instruments approximate fair value as of December 31, 2018 and 2017 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, 2018 and 2017 because the debt bears interest at a rate that approximates the current market rate at which the Company could borrow funds with similar maturities. Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 15 – 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 until a dividend is declared by the Board of Directors. Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with Accounting Standards Codification (“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 consolidated statements of operations. 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. The Company is required, in periods in which it has net income, to calculate EPS using the two-class method. The two-class method is required because the Company’s Series A Preferred Stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock. Under the two-class method, earnings for the period are allocated on a pro-rata basis to the common and preferred stockholders. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: Successor March 15, 2018 to December 31, 2018 (Dollars in thousands - except per share amounts) Distributed earning allocated to common stock $ - Undistributed loss allocated to common stock (9,857 ) Net loss allocated to common stock (9,857 ) Net loss allocated to participating securities - Net loss allocated to common stock and participating securities $ (9,857 ) Weighted average shares outstanding for basic earning per common share 9,668,250 Dilutive effect of warrants and options - Weighted average shares outstanding for diluted earnings per share computation 9,668,250 Basic loss per common share $ (1.02 ) Diluted loss per common share $ (1.02 ) During the Successor Period from March 15, 2018 to December 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: March 15, 2018 to December 31, 2018 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 and diluted 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: March 15, 2018 to December 31, 2018 Shares underlying Series A Convertible Preferred Stock 5,962,733 Shares underlying warrants 4,677,458 Stock options 3,658,421 Shares underlying unit purchase options 657,142 Share equivalents excluded from EPS 14,955,754 Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $8,663 for the period from March 15, 2018 to December 31, 2018 (Successor Period). Advertising and promotion charges were $2,624 and $11,027 for the Predecessor periods from January 1, 2018 to March 14, 2018 and January 1, 2017 to December 31, 2017, respectively. Income Taxes The Company accounts for income taxes under 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. ASC 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 expense in the consolidated statements of operations. Seasonality The Company’s operations generally experience modestly higher vehicle sales in the first half of each year during the winter months at the Company’s largest location in Tampa, Florida. Vendor Concentrations The Company purchases its new recreational vehicles and replacement parts from various manufacturers. During the Successor period from March 15, 2018 to December 31, 2018, four major manufacturers accounted for 30.5%, 27.4%, 17.3% and 16.8% of RV 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 RV purchases. During the Predecessor period from January 1, 2017 to December 31, 2017, four major manufacturers accounted for 28.9%, 27.0%, 21.3%, and 15.0% of RV 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 locations, which generate greater than 10% of revenues, were as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Florida 71 % 81 % 77 % Colorado 19 % 11 % 15 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on the previously reported net income. Leases For operating leases, rent is recognized on a straight-line basis over the expected lease term, including cancellable option periods where the Company is 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 future 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. Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to December 31, 2018 through the date these consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the financial statements. The Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the consolidated financial statements other than those disclosed in Note 15 – Preferred Stock and Note 16 – Stockholders’ Equity. 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 In February 2016, the FASB issued Accounting Standards Update (“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 qualifies as an emerging growth company, 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 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 qualifies as an emerging growth company, this standard will be effective for fiscal years beginning after December 15, 2018. This standard has an effective date of January 1, 2019, and the Company used the modified retrospective implementation method, whereby a cumulative effect adjustment is recorded to retained earnings as of the date of initial application, if needed. In preparing for adoption, the Company has evaluated the terms, conditions and performance obligations under our existing contracts with customers. The Company does not expect to have a cumulative adjustment to retained earnings and does not anticipate that the new standard will have a material impact on its financial condition, 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 qualifies as an emerging growth company, 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 qualifies as an emerging growth company, 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. 2017-04, “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. This standard will be effective for fiscal years beginning after December 15, 2020. 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 ASU 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 qualifies as an emerging growth company, this standard is required to be implemented effective January 1, 2019. The Company does not believe the impact of of this guidance will have a material impact on the financial statements. 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 qualifies as an emerging growth company, this standard will be effective for fiscal years beginning after December 15, 2018. The Company has evaluated the impact of these ASUs, and has concluded that it will not materially impact the financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3 – BUSINESS COMBINATIONS Lazy Days’ R.V. Center, Inc. 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 IPO right (4,310,000 at March 15, 2018 prior to the Mergers) entitled the holder to receive one-seventh of a Holdings Share and (iii) each Andina warrant (4,310,000 at March 15, 2018) 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”). During the year ended December 31, 2018, the Company received $563 as a result of the settlement of the working capital adjustment and the amount was reflected as an adjustment to goodwill. The Company accounted for the Mergers as a business combination using the purchase method of accounting. As a result, the Company determined its allocation (which are subject to potential settlements of contingencies that the Company does not expect to be material) 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 4,754 Property and equipment 73,642 Intangible assets 68,200 Other assets 200 Total assets acquired 295,106 Accounts payable, accrued expenses and other current liabilities 26,988 Floor plan notes payable 95,663 Financing liability 56,000 Deferred tax liability 20,491 Long-term debt 8,781 Total liabilities assumed 207,923 Net assets acquired $ 87,183 The fair value of the consideration paid was as follows: Purchase Price: Cash consideration paid $ 86,178 Common stock issued to former stockholders, option holders, and bonus receipients of Lazy Days' R.V. Center, Inc. 29,400 $ 115,578 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: As of March 15, 2018 Total consideration $ 115,578 Less net assets acquired $ 87,183 Goodwill $ 28,395 The following table summarizes the Company’s 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, Service Marks and Domain Names $ 30,100 Indefinite Customer Lists $ 9,100 12 years Dealer Agreements $ 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 Mergers. These costs totaled $2,730 for the period from March 15, 2018 to December 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. Acquisitions of Dealerships On August 7, 2018, the Company consummated its asset purchase agreement with Shorewood RV Center (“Shorewood”). The Company simultaneously entered into a real estate purchase agreement with the owners of Shorewood RV Center for the land and building at the Shorewood RV Center location. The purchase price consisted of cash and a note payable to the seller of Shorewood RV Center, subject to a final working capital adjustment. The note payable is a three year note which matures on August 7, 2021, which requires monthly payments of $52 in principal and interest. The note bears interest at 4.75%. As part of the acquisition, the Company acquired the inventory of Shorewood RV Center and has added the inventory to the M&T Floor Plan Line of Credit. The Company entered into a sales arrangement with a third party for the assets purchased in the real estate purchase agreement and simultaneously leased the property back from the third party (See Note 10 - Debt). On December 6, 2018, the Company consummated its asset purchase agreement with Tennessee Sales and Service, LLC (“Tennessee RV”). The purchase price consisted of cash and a note payable to the seller of Tennessee RV. The note payable is a four year note which matures on December 6, 2022, which requires monthly payments of $94 in principal and interest. The note bears interest at 5.0%. As part of the acquisition, the Company acquired the inventory of Tennessee RV and has added the inventory to the M&T Floor Plan Line of Credit. The Company accounted for the asset purchase agreements as business combinations using the purchase method of accounting as it was determined that Shorewood RV Center and Tennessee RV both constituted a business. As a result, the Company determined its preliminary allocation of the fair value of the assets acquired and the liabilities assumed as follows for these dealerships: Inventories $ 23,530 Accounts receivable and prepaid expenses 388 Property and equipment 6,175 Intangible assets 4,610 Total assets acquired 34,703 Accounts payable, accrued expenses and other current liabilities 698 Floor plan notes payable 21,163 Total liabilities assumed 21,861 Net assets acquired $ 12,842 The fair value of consideration paid was as follows: Purchase Price: Cash consideration paid $ 15,300 Amounts due to former owners 89 Note payable issued to former owners 5,820 $ 21,209 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 Shorewood RV Center and Tennessee RV. Goodwill associated with the transaction is detailed below: Total consideration $ 21,209 Less net assets acquired $ 12,842 Goodwill $ 8,367 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. Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Customer Lists $ 210 7-8 years Dealer Agreements $ 4,400 7-8 years Pro Forma Information The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the Mergers and the purchase of Shorewood RV Center and Tennessee RV had been consummated on January 1, 2017. For the year ended December 31, 2018 2017 Revenue $ 663,878 $ 675,811 Income before income taxes $ 6,890 $ 13,722 Net income $ 2,715 $ 8,567 The Company adjusted the combined income of Lazydays RV with Andina and Shorewood and adjusted net income to eliminate business combination expenses as well as the incremental depreciation and amortization associated with the preliminary purchase price allocation to determine pro forma net income. The Company recorded approximately $9.0 million in revenue and ($0.1 million) in net loss prior to income taxes during the period from March 15, 2018 to December 31, 2018 related to these acquisitions. Goodwill that is deductible for tax purposes was determined to be $15,453. |
Receivables, Net
Receivables, Net | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Receivables, Net | NOTE 4 – RECEIVABLES, NET Receivables consist of the following: Successor Predecessor As of As of December 31, 2018 December 31, 2017 Contracts in transit and vehicle receivables $ 12,291 $ 15,528 Manufacturer receivables 3,823 3,555 Finance and other receivables 1,540 1,841 17,654 20,924 Less: Allowance for doubtful accounts (687 ) (1,013 ) $ 16,967 $ 19,911 Contracts in transit represent receivables from financial institutions for the portion of the vehicle and other products 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 | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories consist of the following: Successor Predecessor As of As of December 31, 2018 December 31, 2017 New recreational vehicles $ 129,361 $ 89,668 Pre-owned recreational vehicles 34,905 31,378 Parts, accessories and other 4,387 5,054 168,653 126,100 Less: excess of current cost over LIFO (1,275 ) (11,930 ) $ 167,378 $ 114,170 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: Successor Predecessor As of As of December 31, 2018 December 31, 2017 Land $ 15,555 $ 10,366 Building and improvments including leasehold improvements 55,761 41,890 Furniture and equipment 5,044 14,753 Company vehicles and rental units 4,856 3,612 Construction in progress 2,359 396 83,575 71,017 Less: Accumulated depreciation and amortization (5,532 ) (25,348 ) $ 78,043 $ 45,669 Depreciation and amortization expense is set forth in the table below: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Depreciation and amortization $ 5,583 $ 1,058 $ 5,286 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 7 – INTANGIBLE ASSETS Intangible assets and the related accumulated amortization are summarized as follows: Successor Predecessor As of December 31, 2018 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 $ 33,400 $ 2,015 $ 31,385 $ 11,100 $ 3,238 $ 7,862 Customer relationships 9,310 606 8,704 1,300 1,300 - 42,710 2,621 40,089 12,400 4,538 7,862 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 18,000 - 18,000 $ 72,810 $ 2,621 $ 70,189 $ 30,400 $ 4,538 $ 25,862 Amortization expense is set forth in the table below: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Amortization $ 2,621 $ 154 $ 744 Estimated future amortization expense is as follows: Years ending 2019 $ 3,811 2020 3,811 2021 3,811 2022 3,811 2023 3,811 Thereafter 21,034 $ 40,089 As of December 31, 2018, the weighted average remaining amortization period was 10.8 years. |
Financing Liability
Financing Liability | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Financing Liability | NOTE 8 – 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 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. On August 7, 2018, the Successor sold certain land, building and improvements for $5,350 and is leasing back the property from the purchaser over a non-cancellable period of 20 years (See Note 3 – Business Combinations). 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 has an implied interest rate of 7.9%. At the conclusion of the 20-year lease period, the financing liability residual will be $1,780, which will correspond to the carrying value of the land. As part of the lease, the Company may draw up to $5,000 from the lessor through September 30, 2019 to pay for certain improvements on the premises. As of December 31, 2018, the Company drew $234 to make such improvements. Repayments on advances are made over the term of the lease and are factored into the calculation of the outstanding financing liability. Annual payments are made at a rate of the amount of the outstanding advance multiplied by an advance rate of 8%. The financing liabilities, net of debt discount, is summarized as follows: Successor Predecessor As of As of December 31, December 31, 2018 2017 Financing liability $ 61,324 $ 55,158 Debt discount (77 ) (883 ) Financing liability, net of debt discount 61,247 54,275 Less: current portion 714 595 Financing liability, non-current portion $ 60,533 $ 53,680 The future minimum payments required by the arrangements are as follows: Total Years ending December 31, Principal Interest Payment 2019 $ 714 $ 4,488 $ 5,202 2020 878 4,430 5,308 2021 1,055 4,360 5,415 2022 1,247 4,277 5,524 2023 1,455 4,178 5,633 Thereafter 43,194 35,533 78,727 $ 48,543 $ 57,266 $ 105,809 For the period from March 15, 2018 to December 31, 2018, the Successor made interest payments of $3,236 and principal payments of $430. For the period from January 1, 2018 to March 14, 2018, the Predecessor made interest payments of $1,020 and principal payments of $144. For the period from January 1, 2017 to December 31, 2017, the Predecessor made interest payments of $4,104 and principal payments of $465. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | NOTE 9 – 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 December 31, 2018 December 31, 2017 Accounts payable $ 10,642 $ 12,394 Other accrued expenses 3,577 2,893 Customer deposits 2,511 3,999 Accrued compensation 2,164 3,211 Accrued charge-backs 3,252 2,373 Accrued interest 453 311 Total $ 22,599 $ 25,181 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10 – DEBT Successor 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 of 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 $96,740 outstanding under the BOA floor plan notes payable and $8,820 outstanding under the BOA term loan with the proceeds of the M&T Facility. As of December 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 December 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 $3,486 pursuant to a trailing twelve month calculation as defined in the M&T Facility. 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 London Interbank Offered Rate (“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 interest rate in effect as of December 31, 2018 was 4.52238%. Principal payments become due upon the sale of the vehicle. Additionally, principal payments are required to be made once the vehicle reaches a certain number of days on the lot. The average outstanding principal balance was $103,981 and the related floor plan interest expense was $4,265. The M&T Floor Plan Line of Credit consists of the following as of December 31, 2018: Successor As of December 31, 2018 Floor plan notes payable, gross $ 143,885 Debt discount (416 ) Floor plan notes payable, net of debt discount $ 143,469 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% to 2.00% based on the total leverage ratio (as defined in the M&T Facility). The interest rate in effect at December 31, 2018 was 4.5625%. Long-term debt consists of the following as of December 31, 2018: Successor As of December 31, 2018 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan $ 17,825 $ (42 ) $ 17,783 Acquisition notes payable (See Note 3) 5,638 - 5,638 Total long-term debt 23,463 (42 ) 23,421 Less: current portion 4,408 - 4,408 Long term debt, non-current $ 19,055 $ (42 ) $ 19,013 Future maturities of long term debt are as follows: Years ending December 31, 2019 $ 4,408 2020 4,484 2021 13,477 2022 1,094 Total $ 23,463 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% to 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 December 31, 2018, there were no outstanding borrowings under the M&T Revolver. The M&T Revolver also includes a $1,000 Letter of Credit Sublimit which decreases the availability of the line. As of December 31, 2018, there were $715 outstanding letters of credit. As a result, there was $4,285 available under the M&T Revolver. Predecessor Debt On February 27, 2017, the Predecessor and BOA 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 could be used to finance new vehicle inventory but only up to $40.0 million could be used to finance pre-owned vehicle inventory, of which a maximum of $5.0 million could be used to finance rental units. Borrowings outstanding under this facility totaled $105,207 at December 31, 2017. For the year ended December 31, 2017, interest was based on LIBOR plus rates ranging between 2.25%-3.25% (3.63% at December 31, 2017). Principal was due upon the sale of the respective vehicle. The BOA floor plan notes payable was repaid with the transition to the M&T Floor Plan Line of Credit on March 15, 2018. The floor plan line of credit consists of the following as of December 31, 2017: Predecessor As of December 31, 2017 Floor plan notes payable, gross $ 105,207 Debt discount (231 ) Floor plan notes payable, net of debt discount $ 104,976 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”). The first of two facilities under the BOA Credit Agreement was a $13,000 term note payable (“Term Loan”) which was collateralized by accounts receivable, inventory and equipment. The Term Loan carried interest at LIBOR plus 3.50% (4.84% at December 31, 2017) per annum and required monthly payments equal to $155 of principal, plus interest. The principal balance on the Term Loan was repaid on March 15, 2018 when the Company switched lenders to M&T Bank. Predecessor As of December 31, 2017 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan $ 9,130 $ (65 ) $ 9,065 Capital lease obligation 12 - 12 Total long-term debt 9,142 (65 ) 9,077 Less: current portion 1,870 - 1,870 Long term debt, non-current $ 7,272 $ (65 ) $ 7,207 The second of the two facilities under the BOA Credit Agreement was a $7,000 revolving line of credit. The revolving line of credit carried interest at LIBOR plus 3.5% per annum and has no minimum payment requirements. The principal balance on the Revolver was $0 as of December 31, 2017. The revolver was no longer available upon the change to M&T bank on March 15, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – INCOME TAXES The components of the Company’s income tax expense are as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Current: Federal $ 3,483 $ 85 $ 5,253 State 609 3 862 4,092 88 6,115 Deferred: Federal (1,738 ) 460 (859 ) State (36 ) 170 (171 ) (1,774 ) 630 (1,030 ) Income tax expense $ 2,318 $ 718 $ 5,085 A reconciliation of income taxes calculated using the statutory federal income tax rate (21% in 2018 and 34% in 2017) to the Company’s income tax expense is as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Amount % Amount % Amount % Income taxes at statutory rate $ (59 ) 21.0 % $ 635 21.0 % $ 4,540 34.0 % Non-deductible expense 35 -12.4 % 10 0.3 % 48 0.4 % State income taxes, net of federal tax effect 500 -177.4 % 110 3.6 % 450 3.4 % Transaction costs 623 -221.3 % 578 18.9 % - 0.0 % Stock-based compensation and officer compensation 1,248 -442.7 % (241 ) -7.9 % - 0.0 % Long-term incentive plan - 0.0 % (412 ) -13.5 % - 0.0 % Effect of increase in statutory rate for current year - 0.0 % - 0.0 % 80 0.6 % Tax rate adjustments - 0.0 % - 0.0 % (12 ) -0.1 % Other credits and changes in estimate and true ups (29 ) 10.6 % 38 1.3 % (21 ) -0.3 % Income tax expense $ 2,318 -822.2 % $ 718 23.7 % $ 5,085 38.0 % Due to limitations on the deductibility of compensation under Section 162(m) stock-based compensation expense attributable to certain employees has been treated as a permanent difference in the calculation of tax expense for the Successor Period. The Company does not expect that these expenses will be deductible on the estimated exercise date of the awards. As such, no deferred tax asset hs been established related to these amounts. Deferred tax assets and liabilities were as follows: Successor Predecessor As of As of December 31, 2018 December 31, 2017 Deferred tax assets: Accounts receivable $ 173 $ 253 Accrued charge-backs 821 594 Other accrued liabilities 407 424 Goodwill - 274 Financing liability 15,463 13,574 Transaction costs - 579 Stock based compensation 676 165 Other, net 192 215 17,732 16,078 Deferred tax liabilities: Prepaid expenses (370 ) (202 ) Goodwill (115 ) - Inventories (4,939 ) (1,531 ) Property and equipment (16,027 ) (9,178 ) Intangible assets (14,998 ) (5,023 ) (36,449 ) (15,934 ) Net deferred tax (liabilities)/assets $ (18,717 ) $ 144 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, Colorado, Minnesota, and Tennessee. The Company is no longer subject to the examination by Federal and state taxing authorities for years prior to 2015. Subsequent to year end, the company received a notification from the state of Florida of their intent to audit the corporate income taxes for the years ended December 31, 2017, 2016, and 2015. Management believes it is too early to determine the outcome of the audit at this time. The Company recognizes interest and penalties related to income tax matters in income tax (benefit) expense. Interest and penalties recorded in the statements of operations for the periods presented were insignificant. 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 for the year ended December 31, 2017. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 – RELATED PARTY TRANSACTIONS On March 15, 2018, the non-executive Chairman of the Board of Andina was repaid aggregate outstanding notes payable totaling $661. In addition, $100 was repaid to other employees of Andina who held notes payable with the Company. 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, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 13 – EMPLOYEE BENEFIT PLANS The Company has a 401(k) plan with profit sharing 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 of $676 during the period from March 15, 2018 to December 31, 2018. The Company made contributions to the Plan of $179 during the period from January 1, 2018 to March 14, 2018. The Company made contributions to the Plan of $481 during the year ended December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 - COMMITMENTS AND CONTINGENCIES Employment Agreements The Company entered into employment agreements with the Chief Executive Officer (“CEO”) and the former 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 16 – Stockholders’ Equity). The employment agreements provide that if the executive is terminated for any reason, he 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. On April 30, 2018, the former CFO announced her voluntary resignation from the Company, effective May 11, 2018. In May 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. He also was granted an option to purchase shares of common stock of the Company (See Note 16- Stockholders’ Equity). 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 multiple 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. The Company records legal expenses as incurred in its consolidated statements of operations. Operating Leases The Company leases various land, office and dealership equipment under non-cancellable operating leases. These leases have terms ranging from 3 years to 10 years and expire through 2028. Rent expense associated with operating leases was as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Rent expense $ 2,426 $ 626 $ 3,026 Future minimum rent payments under operating leases are as follows: Years ending December 31, 2019 $ 3,178 2020 2,683 2021 2,428 2022 740 2023 720 Thereafter 3,437 Total $ 13,186 Transaction Incentive Plan On January 30, 2017, the Company’s Board of Directors approved the Company’s Transaction Incentive Plan, which provided 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 met the specified service requirements were 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 were 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. As of the date of the Mergers, an additional $250 was set to be paid in cash and stock upon the release of amounts held in escrow under the Merger Agreement. On May 15, 2018, $40 was released from escrow pursuant to the working capital adjustment. As of March 21, 2019, the remaining amounts were released from escrow. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | NOTE 15 – 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 for gross proceeds of $60,000. The investors in the PIPE Investment were granted certain registration rights as set forth in the securities purchase agreements. The holders of the Series A Preferred Stock include 500,000 shares owned by funds managed by a member of the Company’s Board of Directors. 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 share 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 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, Derivates and Hedging. 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 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 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. On June 19, 2018, the Company’s Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,425 for the period from March 15, 2018 to March 31, 2018 and for the period from April 1, 2018 to June 30, 2018. The dividend was paid on July 2, 2018 to the holders. On September 20, 2018, the Company’s Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,210 for the period from July 1, 2018 to September 30, 2018. The dividend was paid to the holders of Series A Preferred Stock on October 1, 2018. On December 14, 2018, the Company’s Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,210 for the period from October 1, 2018 to December 31, 2018. The dividend was paid to the holders of Series A Preferred Stock on January 2, 2019. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 16 – 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 15 – Preferred Stock for additional information associated with the Series A Preferred Stock. 2018 Long-Term Incentive Equity 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 (pursuant to the terms of the 2018 Plan) not to exceed 18% of shares then outstanding on a fully diluted basis. As of December 31, 2018, there were 166,145 shares available to be issued under the 2018 Plan. 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 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. During January 2019, the Company exchanged $500 for all of the Unit Purchase Options, and as a result, the Unit Purchase Options and any obligation to issue any underlying securities were cancelled. Warrants As of March 15, 2018, holders of Andina warrants exchanged their existing 4,310,000 warrants with Andina with 4,310,000 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 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 December 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 4,271,128 $ 11.10 Cancelled or terminated (612,707 ) $ 11.08 Exercised - $ - Options outstanding at December 31, 2018 3,658,421 $ 11.10 4.2 $ - Options vested at December 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 former 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. On May 7, 2018, the Company hired a new CFO who received 583,366 shares underlying options under the same terms as the former CFO. On June 15, 2018, the former CFO forfeited her existing 583,366 options. The fair value of the awards issued on March 16, 2018 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 fair value of the awards issued on May 7, 2018 of $2,357 was determined using a Monte Carlo simulation based on a 5- year term, a risk-free rate of 2.74%, an annual volatility of 54.70%, and an annual dividend yield of 0%. The expense is being recognized over the derived service period of each vesting tranche which was determined to be 0.97 years, 1.75 years, 2.15 years, and 2.96 years. The expense recorded for awards with market conditions was $8,541 during the Successor period from March 15, 2018 to December 31, 2018, which is included in operating expenses in the consolidated statements of operations. 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. On May 31, 2018, a non-employee director resigned and options to purchase 15,123 shares of common stock were forfeited. 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 $77 during the Successor Period from March 15, 2018 to December 31, 2018, which is included in operating expenses in the consolidated statements of operations. The expected life was determined using the simplified method as the awards were determined to be plain-vanilla options. As of December 31, 2018, total unrecorded compensation cost related to non-vested awards was $6,593 which is expected to be amortized over a weighted average service period of approximately 2.1 years. The weighted average grant date fair value of awards issued during the Successor Period was $4.16 per share. Predecessor 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 were entitled to one vote per share. The preferred stock was designated as follows: 10,000 shares to Senior Preferred Stock; and 140,000 shares undesignated. The holders of Senior Preferred Stock were entitled to the number of votes equal to the number of shares of common stock into which the holder’s shares are convertible. 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, there were 0 shares of Senior Preferred Stock outstanding. Dividends 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’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 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 were to be incentive stock options. On January 30, 2017, the Company cancelled the 2010 Plan. 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 could be issued pursuant to awards was not to exceed 333,333 shares in the aggregate, provided that, no more than ten percent (10%) of such shares would be incentive stock options. The 2017 Plan was originally set to terminate on January 30, 2027. The 2017 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. The Company recognized stock-based compensation expense related to stock options for the years ended December 31, 2017 of $497 which is included within operating expenses on the consolidated statements of income. 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 14 – 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 vested 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 would be 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, was 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 Company executive with an exercise price of $26.00 per share. The options vested 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 was accelerated. The estimated aggregate grant date fair value of $466 was 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: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2017 75,561 $ 98.69 Granted 283,333 26.00 Cancelled or terminated (75,561 ) 98.69 Exercised - - Options outstanding at December 31, 2017 283,333 $ 22.77 (1) 9.2 $ - Options vested at 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. 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 being associated with the business combination. On May 15, 2018, $109 was released from escrow as part of the working capital adjustment. As of March 21, 2019, the remaining amounts were released from escrow. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Successor The consolidated financial statements in the period from March 15, 2018 to December 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, Lazydays Mile Hi RV, LLC, Lazydays of Minneapolis LLC, and LDRV of Tennessee LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor The consolidated financial statements in the periods from January 1, 2018 to March 14, 2018 and January 1, 2017 through December 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 RV is the acquiree and the accounting predecessor. The financial statement presentation distinguishes the results into two distinct periods, the periods 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 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 immaterial. Accordingly, no other activity in the Company was reported in the Predecessor Period other than the activity of Lazydays RV. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles 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 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. |
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 amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with its banks, the first $250 of which is insured by the Federal Deposit Insurance Corporation. There are no cash equivalents as of December 31, 2018 and 2017. |
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 parts, sales, and service is recognized in other revenue in the accompanying consolidated statements of operations. Revenue from the 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 other revenue in the accompanying consolidated statements of operations. 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, which is included in other revenue as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Gross finance and insurance revenues $ 27,926 $ 7,483 $ 32,509 Chargebacks (2,338 ) (622 ) (2,661 ) Net Finance Revenue $ 25,588 $ 6,861 $ 29,848 The Company has an accrual for charge-backs which totaled $3,252 and $2,373 at December 31, 2018 and 2017, respectively, and is included in “Accounts payable, accrued expenses, and other current liabilities” in 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. Revenue is recorded net of related sales and excise taxes. |
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 consolidated statements of operations. |
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 period from March 15, 2018 to December 31, 2018, shipping and handling included as a component of revenue were $1,896. For the periods from January 1, 2018 to March 14, 2018 and January 1, 2017 to December 31, 2017 shipping and handling costs included as a component of revenue were $603 and $2,760 respectively. |
Receivables | Receivables The Company sells to customers and arranges third-party financing, as is customary in the 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 $1,276 and $11,930 as of December 31, 2018 and 2017, 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. Improvements and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease. Successor Useful lives range from 2 to 26 years for buildings and improvements and from 2 to 12 years for vehicles and equipment. Predecessor Useful lives range from 15 to 20 years for buildings and improvements and from 2 to 7 years for vehicles and equipment. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill, trade names and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. 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 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 the reporting unit is less than the carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all 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, 2018 and 2017, 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, 2018. 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 7 to 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. |
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 costs 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 a debt discount and are amortized over the term of the related debt. Amortization of debt discount included in interest expense was $377 for the period from March 15, 2018 to December 31, 2018. Amortization of debt discount included in interest expense was $136 and $371 for the period from January 1, 2018 to March 14, 2018 and January 1, 2017 to December 31, 2017, 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 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 amount 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 impairment of long-lived assets existed as of December 31, 2018 and 2017. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial instruments approximate fair value as of December 31, 2018 and 2017 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, 2018 and 2017 because the debt bears interest at a rate that approximates the current market rate at which the Company could borrow funds with similar maturities. |
Cumulative Redeemable Convertible Preferred Stock | Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 15 – 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 until a dividend is declared by the Board of Directors. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with Accounting Standards Codification (“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 consolidated statements of operations. |
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. The Company is required, in periods in which it has net income, to calculate EPS using the two-class method. The two-class method is required because the Company’s Series A Preferred Stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock. Under the two-class method, earnings for the period are allocated on a pro-rata basis to the common and preferred stockholders. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: Successor March 15, 2018 to December 31, 2018 (Dollars in thousands - except per share amounts) Distributed earning allocated to common stock $ - Undistributed loss allocated to common stock (9,857 ) Net loss allocated to common stock (9,857 ) Net loss allocated to participating securities - Net loss allocated to common stock and participating securities $ (9,857 ) Weighted average shares outstanding for basic earning per common share 9,668,250 Dilutive effect of warrants and options - Weighted average shares outstanding for diluted earnings per share computation 9,668,250 Basic loss per common share $ (1.02 ) Diluted loss per common share $ (1.02 ) During the Successor Period from March 15, 2018 to December 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: March 15, 2018 to December 31, 2018 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 and diluted 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: March 15, 2018 to December 31, 2018 Shares underlying Series A Convertible Preferred Stock 5,962,733 Shares underlying warrants 4,677,458 Stock options 3,658,421 Shares underlying unit purchase options 657,142 Share equivalents excluded from EPS 14,955,754 |
Advertising Costs | Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $8,663 for the period from March 15, 2018 to December 31, 2018 (Successor Period). Advertising and promotion charges were $2,624 and $11,027 for the Predecessor periods from January 1, 2018 to March 14, 2018 and January 1, 2017 to December 31, 2017, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under 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. ASC 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 expense in the consolidated statements of operations. |
Seasonality | Seasonality The Company’s operations generally experience modestly higher vehicle sales in the first half of each year during the winter months at the Company’s largest location in Tampa, Florida. |
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 December 31, 2018, four major manufacturers accounted for 30.5%, 27.4%, 17.3% and 16.8% of RV 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 RV purchases. During the Predecessor period from January 1, 2017 to December 31, 2017, four major manufacturers accounted for 28.9%, 27.0%, 21.3%, and 15.0% of RV 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 locations, which generate greater than 10% of revenues, were as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Florida 71 % 81 % 77 % Colorado 19 % 11 % 15 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on the previously reported net income. |
Leases | Leases For operating leases, rent is recognized on a straight-line basis over the expected lease term, including cancellable option periods where the Company is 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 future 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. |
Subsequent Events | Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to December 31, 2018 through the date these consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the financial statements. The Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the consolidated financial statements other than those disclosed in Note 15 – Preferred Stock and Note 16 – Stockholders’ Equity. |
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 In February 2016, the FASB issued Accounting Standards Update (“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 qualifies as an emerging growth company, 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 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 qualifies as an emerging growth company, this standard will be effective for fiscal years beginning after December 15, 2018. This standard has an effective date of January 1, 2019, and the Company used the modified retrospective implementation method, whereby a cumulative effect adjustment is recorded to retained earnings as of the date of initial application, if needed. In preparing for adoption, the Company has evaluated the terms, conditions and performance obligations under our existing contracts with customers. The Company does not expect to have a cumulative adjustment to retained earnings and does not anticipate that the new standard will have a material impact on its financial condition, 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 qualifies as an emerging growth company, 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 qualifies as an emerging growth company, 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. 2017-04, “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. This standard will be effective for fiscal years beginning after December 15, 2020. 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 ASU 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 qualifies as an emerging growth company, this standard is required to be implemented effective January 1, 2019. The Company does not believe the impact of of this guidance will have a material impact on the financial statements. 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 qualifies as an emerging growth company, this standard will be effective for fiscal years beginning after December 15, 2018. The Company has evaluated the impact of these ASUs, and has concluded that it will not materially impact the financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Recognized of Finance and Insurance Revenues | The Company recognized finance and insurance revenues, net of chargebacks, which is included in other revenue as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Gross finance and insurance revenues $ 27,926 $ 7,483 $ 32,509 Chargebacks (2,338 ) (622 ) (2,661 ) Net Finance Revenue $ 25,588 $ 6,861 $ 29,848 |
Summary of Net Income (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: Successor March 15, 2018 to December 31, 2018 (Dollars in thousands - except per share amounts) Distributed earning allocated to common stock $ - Undistributed loss allocated to common stock (9,857 ) Net loss allocated to common stock (9,857 ) Net loss allocated to participating securities - Net loss allocated to common stock and participating securities $ (9,857 ) Weighted average shares outstanding for basic earning per common share 9,668,250 Dilutive effect of warrants and options - Weighted average shares outstanding for diluted earnings per share computation 9,668,250 Basic loss per common share $ (1.02 ) Diluted loss per common share $ (1.02 ) |
Schedule of Denominator of Basic and Dilutive Earnings Per Share | During the Successor Period from March 15, 2018 to December 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: March 15, 2018 to December 31, 2018 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 and diluted 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: March 15, 2018 to December 31, 2018 Shares underlying Series A Convertible Preferred Stock 5,962,733 Shares underlying warrants 4,677,458 Stock options 3,658,421 Shares underlying unit purchase options 657,142 Share equivalents excluded from EPS 14,955,754 |
Schedule of Geographic Concentration Risk Percentage | Revenues generated by customers of the Florida location and the Colorado locations, which generate greater than 10% of revenues, were as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Florida 71 % 81 % 77 % Colorado 19 % 11 % 15 % |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 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 allocation (which are subject to potential settlements of contingencies that the Company does not expect to be material) 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 4,754 Property and equipment 73,642 Intangible assets 68,200 Other assets 200 Total assets acquired 295,106 Accounts payable, accrued expenses and other current liabilities 26,988 Floor plan notes payable 95,663 Financing liability 56,000 Deferred tax liability 20,491 Long-term debt 8,781 Total liabilities assumed 207,923 Net assets acquired $ 87,183 The Company accounted for the asset purchase agreements as business combinations using the purchase method of accounting as it was determined that Shorewood RV Center and Tennessee RV both constituted a business. As a result, the Company determined its preliminary allocation of the fair value of the assets acquired and the liabilities assumed as follows for these dealerships: Inventories $ 23,530 Accounts receivable and prepaid expenses 388 Property and equipment 6,175 Intangible assets 4,610 Total assets acquired 34,703 Accounts payable, accrued expenses and other current liabilities 698 Floor plan notes payable 21,163 Total liabilities assumed 21,861 Net assets acquired $ 12,842 |
Schedule of Fair Value of Consideration Paid | The fair value of the consideration paid was as follows: Purchase Price: Cash consideration paid $ 86,178 Common stock issued to former stockholders, option holders, and bonus receipients of Lazy Days' R.V. Center, Inc. 29,400 $ 115,578 The fair value of consideration paid was as follows: Purchase Price: Cash consideration paid $ 15,300 Amounts due to former owners 89 Note payable issued to former owners 5,820 $ 21,209 |
Schedule of Goodwill Associated with Merger | Goodwill associated with the Mergers is detailed below: As of March 15, 2018 Total consideration $ 115,578 Less net assets acquired $ 87,183 Goodwill $ 28,395 Goodwill associated with the transaction is detailed below: Total consideration $ 21,209 Less net assets acquired $ 12,842 Goodwill $ 8,367 |
Schedule of Identifiable Intangible Assets Acquired | The following table summarizes the Company’s 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, Service Marks and Domain Names $ 30,100 Indefinite Customer Lists $ 9,100 12 years Dealer Agreements $ 29,000 12 Years Total intangible assets $ 68,200 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. Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Customer Lists $ 210 7-8 years Dealer Agreements $ 4,400 7-8 years |
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 and the purchase of Shorewood RV Center and Tennessee RV had been consummated on January 1, 2017. For the year ended December 31, 2018 2017 Revenue $ 663,878 $ 675,811 Income before income taxes $ 6,890 $ 13,722 Net income $ 2,715 $ 8,567 |
Receivables, Net (Tables)
Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Receivables | Receivables consist of the following: Successor Predecessor As of As of December 31, 2018 December 31, 2017 Contracts in transit and vehicle receivables $ 12,291 $ 15,528 Manufacturer receivables 3,823 3,555 Finance and other receivables 1,540 1,841 17,654 20,924 Less: Allowance for doubtful accounts (687 ) (1,013 ) $ 16,967 $ 19,911 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: Successor Predecessor As of As of December 31, 2018 December 31, 2017 New recreational vehicles $ 129,361 $ 89,668 Pre-owned recreational vehicles 34,905 31,378 Parts, accessories and other 4,387 5,054 168,653 126,100 Less: excess of current cost over LIFO (1,275 ) (11,930 ) $ 167,378 $ 114,170 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: Successor Predecessor As of As of December 31, 2018 December 31, 2017 Land $ 15,555 $ 10,366 Building and improvments including leasehold improvements 55,761 41,890 Furniture and equipment 5,044 14,753 Company vehicles and rental units 4,856 3,612 Construction in progress 2,359 396 83,575 71,017 Less: Accumulated depreciation and amortization (5,532 ) (25,348 ) $ 78,043 $ 45,669 |
Schedule of Depreciation and Amortization | Depreciation and amortization expense is set forth in the table below: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Depreciation and amortization $ 5,583 $ 1,058 $ 5,286 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Accumulated Amortization | Intangible assets and the related accumulated amortization are summarized as follows: Successor Predecessor As of December 31, 2018 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 $ 33,400 $ 2,015 $ 31,385 $ 11,100 $ 3,238 $ 7,862 Customer relationships 9,310 606 8,704 1,300 1,300 - 42,710 2,621 40,089 12,400 4,538 7,862 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 18,000 - 18,000 $ 72,810 $ 2,621 $ 70,189 $ 30,400 $ 4,538 $ 25,862 |
Schedule of Amortization Expense | Amortization expense is set forth in the table below: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Amortization $ 2,621 $ 154 $ 744 |
Schedule of Estimated Future Amortization | Estimated future amortization expense is as follows: Years ending 2019 $ 3,811 2020 3,811 2021 3,811 2022 3,811 2023 3,811 Thereafter 21,034 $ 40,089 |
Financing Liability (Tables)
Financing Liability (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Financing Liability | The financing liabilities, net of debt discount, is summarized as follows: Successor Predecessor As of As of December 31, December 31, 2018 2017 Financing liability $ 61,324 $ 55,158 Debt discount (77 ) (883 ) Financing liability, net of debt discount 61,247 54,275 Less: current portion 714 595 Financing liability, non-current portion $ 60,533 $ 53,680 |
Schedule of Future Minimum Payments of Sale Leaseback Transactions | The future minimum payments required by the arrangements are as follows: Total Years ending December 31, Principal Interest Payment 2019 $ 714 $ 4,488 $ 5,202 2020 878 4,430 5,308 2021 1,055 4,360 5,415 2022 1,247 4,277 5,524 2023 1,455 4,178 5,633 Thereafter 43,194 35,533 78,727 $ 48,543 $ 57,266 $ 105,809 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities | Accounts payable, accrued expenses and other current liabilities consist of the following: Successor Predecessor As of As of December 31, 2018 December 31, 2017 Accounts payable $ 10,642 $ 12,394 Other accrued expenses 3,577 2,893 Customer deposits 2,511 3,999 Accrued compensation 2,164 3,211 Accrued charge-backs 3,252 2,373 Accrued interest 453 311 Total $ 22,599 $ 25,181 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Floor Plan Notes Payable | The M&T Floor Plan Line of Credit consists of the following as of December 31, 2018: Successor As of December 31, 2018 Floor plan notes payable, gross $ 143,885 Debt discount (416 ) Floor plan notes payable, net of debt discount $ 143,469 The floor plan line of credit consists of the following as of December 31, 2017: Predecessor As of December 31, 2017 Floor plan notes payable, gross $ 105,207 Debt discount (231 ) Floor plan notes payable, net of debt discount $ 104,976 |
Schedule of Long Term Debt | Long-term debt consists of the following as of December 31, 2018: Successor As of December 31, 2018 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan $ 17,825 $ (42 ) $ 17,783 Acquisition notes payable (See Note 3) 5,638 - 5,638 Total long-term debt 23,463 (42 ) 23,421 Less: current portion 4,408 - 4,408 Long term debt, non-current $ 19,055 $ (42 ) $ 19,013 The principal balance on the Term Loan was repaid on March 15, 2018 when the Company switched lenders to M&T Bank. Predecessor As of December 31, 2017 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan $ 9,130 $ (65 ) $ 9,065 Capital lease obligation 12 - 12 Total long-term debt 9,142 (65 ) 9,077 Less: current portion 1,870 - 1,870 Long term debt, non-current $ 7,272 $ (65 ) $ 7,207 |
Schedule of Future Maturities of Long Term Debt | Future maturities of long term debt are as follows: Years ending December 31, 2019 $ 4,408 2020 4,484 2021 13,477 2022 1,094 Total $ 23,463 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of the Company’s income tax expense are as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Current: Federal $ 3,483 $ 85 $ 5,253 State 609 3 862 4,092 88 6,115 Deferred: Federal (1,738 ) 460 (859 ) State (36 ) 170 (171 ) (1,774 ) 630 (1,030 ) Income tax expense $ 2,318 $ 718 $ 5,085 |
Schedule of Income Taxes Calculated Using Statutory Federal Income Tax Rate | A reconciliation of income taxes calculated using the statutory federal income tax rate (21% in 2018 and 34% in 2017) to the Company’s income tax expense is as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Amount % Amount % Amount % Income taxes at statutory rate $ (59 ) 21.0 % $ 635 21.0 % $ 4,540 34.0 % Non-deductible expense 35 -12.4 % 10 0.3 % 48 0.4 % State income taxes, net of federal tax effect 500 -177.4 % 110 3.6 % 450 3.4 % Transaction costs 623 -221.3 % 578 18.9 % - 0.0 % Stock-based compensation and officer compensation 1,248 -442.7 % (241 ) -7.9 % - 0.0 % Long-term incentive plan - 0.0 % (412 ) -13.5 % - 0.0 % Effect of increase in statutory rate for current year - 0.0 % - 0.0 % 80 0.6 % Tax rate adjustments - 0.0 % - 0.0 % (12 ) -0.1 % Other credits and changes in estimate and true ups (29 ) 10.6 % 38 1.3 % (21 ) -0.3 % Income tax expense $ 2,318 -822.2 % $ 718 23.7 % $ 5,085 38.0 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities were as follows: Successor Predecessor As of As of December 31, 2018 December 31, 2017 Deferred tax assets: Accounts receivable $ 173 $ 253 Accrued charge-backs 821 594 Other accrued liabilities 407 424 Goodwill - 274 Financing liability 15,463 13,574 Transaction costs - 579 Stock based compensation 676 165 Other, net 192 215 17,732 16,078 Deferred tax liabilities: Prepaid expenses (370 ) (202 ) Goodwill (115 ) - Inventories (4,939 ) (1,531 ) Property and equipment (16,027 ) (9,178 ) Intangible assets (14,998 ) (5,023 ) (36,449 ) (15,934 ) Net deferred tax (liabilities)/assets $ (18,717 ) $ 144 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | Rent expense associated with operating leases was as follows: Successor Predecessor March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 January 1, 2017 to December 31, 2017 Rent expense $ 2,426 $ 626 $ 3,026 |
Schedule of Future Minimum Rent Payments Under Operating Leases | Future minimum rent payments under operating leases are as follows: Years ending December 31, 2019 $ 3,178 2020 2,683 2021 2,428 2022 740 2023 720 Thereafter 3,437 Total $ 13,186 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The Company had the following activity related to shares underlying warrants: Shares Underlying Warrants Weighted Average Exercise Price Warrants outstanding March 15, 2018 - $ - Granted 4,677,458 $ 11.50 Cancelled or Expired - $ - Exercised - $ - Warrants outstanding December 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 4,271,128 $ 11.10 Cancelled or terminated (612,707 ) $ 11.08 Exercised - $ - Options outstanding at December 31, 2018 3,658,421 $ 11.10 4.2 $ - Options vested at December 31, 2018 - $ - - $ - A summary of the option activity during the year ended December 31, 2017 is presented below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2017 75,561 $ 98.69 Granted 283,333 26.00 Cancelled or terminated (75,561 ) 98.69 Exercised - - Options outstanding at December 31, 2017 283,333 $ 22.77 (1) 9.2 $ - Options vested at 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 $22.77 per share. |
Schedule of Grant Date Value of Option Granted | The grant date value of options granted during year ended December 31, 2017 was determined using the Black Scholes method with the following assumptions used: For the Year Ended December 31, 2017 Risk free interest rate 1.90% - 2.11 % Expected term (years) 6.17 - 6.25 Expected volatility 36 % Expected dividends 0.00 % |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | 14 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 14, 2018 | |
Successor [Member] | ||||
FDIC insured amount | $ 250 | |||
Cash equivalents | ||||
Accrued charge-backs | 3,252 | |||
LIFO inventory value exceeds | 1,276 | |||
Impairment of intangible assets | 0 | |||
Amortization of debt discount | 377 | |||
Impairment of long-lived assets | ||||
Advertising and promotion costs | $ 8,663 | |||
Successor [Member] | Vendor 1 [Member] | ||||
Concentration risk, percentage | 30.50% | |||
Successor [Member] | Vendor 2 [Member] | ||||
Concentration risk, percentage | 27.40% | |||
Successor [Member] | Vendor 3 [Member] | ||||
Concentration risk, percentage | 17.30% | |||
Successor [Member] | Vendor 4 [Member] | ||||
Concentration risk, percentage | 16.80% | |||
Successor [Member] | Minimum [Member] | ||||
Goodwill and intangible assets likelihood, percentage | 50.00% | |||
Successor [Member] | Minimum [Member] | Manufacturer and Customer Relationships [Member] | ||||
Intangible assets useful life | 7 years | |||
Successor [Member] | Maximum [Member] | Manufacturer and Customer Relationships [Member] | ||||
Intangible assets useful life | 12 years | |||
Successor [Member] | Building and Improvements [Member] | Minimum [Member] | ||||
Property, plant and equipment, useful life | 2 years | |||
Successor [Member] | Building and Improvements [Member] | Maximum [Member] | ||||
Property, plant and equipment, useful life | 26 years | |||
Successor [Member] | Vehicles and Equipment [Member] | Minimum [Member] | ||||
Property, plant and equipment, useful life | 2 years | |||
Successor [Member] | Vehicles and Equipment [Member] | Maximum [Member] | ||||
Property, plant and equipment, useful life | 12 years | |||
Successor [Member] | Shipping and Handling [Member] | ||||
Shipping and handling included as a component of revenue | $ 1,896 | |||
Predecessor [Member] | ||||
Cash equivalents | ||||
Accrued charge-backs | 2,373 | |||
LIFO inventory value exceeds | 11,930 | |||
Amortization of debt discount | $ 136 | 371 | ||
Impairment of long-lived assets | ||||
Advertising and promotion costs | $ 2,624 | $ 11,027 | ||
Predecessor [Member] | Vendor 1 [Member] | ||||
Concentration risk, percentage | 36.10% | 28.90% | ||
Predecessor [Member] | Vendor 2 [Member] | ||||
Concentration risk, percentage | 21.40% | 27.00% | ||
Predecessor [Member] | Vendor 3 [Member] | ||||
Concentration risk, percentage | 18.20% | 21.30% | ||
Predecessor [Member] | Vendor 4 [Member] | ||||
Concentration risk, percentage | 16.10% | 15.00% | ||
Predecessor [Member] | Customer Relationships [Member] | ||||
Fully amortized and net carrying value | $ 0 | |||
Predecessor [Member] | Minimum [Member] | Manufacturer Relationships [Member] | ||||
Intangible assets useful life | 13 years | |||
Predecessor [Member] | Maximum [Member] | Manufacturer Relationships [Member] | ||||
Intangible assets useful life | 18 years | |||
Predecessor [Member] | Building and Improvements [Member] | Minimum [Member] | ||||
Property, plant and equipment, useful life | 15 years | |||
Predecessor [Member] | Building and Improvements [Member] | Maximum [Member] | ||||
Property, plant and equipment, useful life | 20 years | |||
Predecessor [Member] | Vehicles and Equipment [Member] | Minimum [Member] | ||||
Property, plant and equipment, useful life | 2 years | |||
Predecessor [Member] | Vehicles and Equipment [Member] | Maximum [Member] | ||||
Property, plant and equipment, useful life | 7 years | |||
Predecessor [Member] | Shipping and Handling [Member] | ||||
Shipping and handling included as a component of revenue | $ 603 | $ 2,760 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Revenue Recognized of Finance and Insurance Revenues (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Successor [Member] | |||
Gross finance and insurance revenues | $ 27,926 | ||
Chargebacks | (2,338) | ||
Net Finance Revenue | $ 25,588 | ||
Predecessor [Member] | |||
Gross finance and insurance revenues | $ 7,483 | $ 32,509 | |
Chargebacks | (622) | (2,661) | |
Net Finance Revenue | $ 6,861 | $ 29,848 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Net Income (Loss) Attribute to Common Stockholders (Details) - Successor [Member] $ / shares in Units, $ in Thousands | 10 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Distributed earning allocated to common stock | |
Undistributed loss allocated to common stock | (9,857) |
Net loss allocated to common stock | (9,857) |
Net loss allocated to participating securities | |
Net loss allocated to common stock and participating securities | $ (9,857) |
Weighted average shares outstanding for basic earning per common share | shares | 9,668,250 |
Dilutive effect of warrants and options | shares | |
Weighted average shares outstanding for diluted earnings per share computation | shares | 9,668,250 |
Basic loss per common share | $ / shares | $ (1.02) |
Diluted loss per common share | $ / shares | $ (1.02) |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Denominator of Basic and Dilutive Earnings Per Share (Details) - Successor [Member] | 10 Months Ended |
Dec. 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 and diluted | 9,668,250 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - Successor [Member] | 10 Months Ended |
Dec. 31, 2018shares | |
Share equivalents excluded from EPS | 14,955,754 |
Series A Convertible Preferred Stock [Member] | |
Share equivalents excluded from EPS | 5,962,733 |
Warrant [Member] | |
Share equivalents excluded from EPS | 4,677,458 |
Stock Options [Member] | |
Share equivalents excluded from EPS | 3,658,421 |
Shares Underlying Unit Purchase Options [Member] | |
Share equivalents excluded from EPS | 657,142 |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of Geographic Concentration Risk Percentage (Details) | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Successor [Member] | Florida [Member] | |||
Concentration risk percentage | 71.00% | ||
Successor [Member] | Colorado [Member] | |||
Concentration risk percentage | 19.00% | ||
Predecessor [Member] | Florida [Member] | |||
Concentration risk percentage | 77.00% | ||
Predecessor [Member] | Florida [Member] | |||
Concentration risk percentage | 81.00% | ||
Predecessor [Member] | Colorado [Member] | |||
Concentration risk percentage | 11.00% | 15.00% |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 06, 2018 | Aug. 07, 2018 | Mar. 16, 2018 | Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Settlement of working capital | $ 563 | ||||||
Successor [Member] | |||||||
Cash payment in an acquisition | $ 101,478 | ||||||
Direct transaction costs | 2,730 | ||||||
Revenue related to acquisitions | 9,000 | ||||||
Net loss prior to income taxes related to acquisitions | 100 | ||||||
Total goodwill, deductible for tax purposes | $ 15,453 | $ 15,453 | |||||
Predecessor [Member] | |||||||
Cash payment in an acquisition | $ 86,178 | ||||||
Direct transaction costs | $ 381 | ||||||
Andina Acquisition Corp II [Member] | |||||||
Common stock, par value | $ 10.29 | ||||||
Andina Acquisition Corp II [Member] | Warrant [Member] | |||||||
Number of shares issued for the period | 4,310,000 | ||||||
Andina Acquisition Corp II [Member] | IPO [Member] | |||||||
Number of shares issued for the period | 4,310,000 | ||||||
Shorewood RV Center [Member] | |||||||
Debt instrument, maturity date | Aug. 7, 2021 | ||||||
Principal amount | $ 52 | ||||||
Debt instrument, interest rate | 4.75% | ||||||
Tennesse RV [Member] | |||||||
Debt instrument, maturity date | Dec. 6, 2022 | ||||||
Principal amount | $ 94 | ||||||
Debt instrument, interest rate | 5.00% | ||||||
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 Andina's trust account, as provided in Andina's charter documents, (ii) each Andina IPO right (4,310,000 at March 15, 2018 prior to the Mergers) entitled the holder to receive one-seventh of a Holdings Share and (iii) each Andina warrant (4,310,000 at March 15, 2018) entitled the holder to purchase one-half of one Holdings Share at a price of $11.50 per whole share. | ||||||
Warrant exercise price | $ 11.50 |
Business Combinations - Schedul
Business Combinations - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 16, 2018 |
Acquisition of Dealership [Member] | ||
Inventories | $ 23,250 | |
Accounts receivable and prepaid expenses | 388 | |
Property and equipment | 6,175 | |
Intangible assets | 4,610 | |
Total assets acquired | 34,703 | |
Accounts payable, accrued expenses and other current liabilities | 698 | |
Floor plan notes payable | 21,163 | |
Total liabilities assumed | 21,861 | |
Net assets acquired | $ 12,842 | |
Predecessor [Member] | ||
Cash | $ 9,188 | |
Receivables | 14,768 | |
Inventories | 124,354 | |
Prepaid expenses and other | 4,754 | |
Property and equipment | 73,642 | |
Intangible assets | 68,200 | |
Other assets | 200 | |
Total assets acquired | 295,106 | |
Accounts payable, accrued expenses and other current liabilities | 26,988 | |
Floor plan notes payable | 95,663 | |
Financing liability | 56,000 | |
Deferred tax liability | 20,491 | |
Long-term debt | 8,781 | |
Total liabilities assumed | 207,923 | |
Net assets acquired | $ 87,183 |
Business Combinations - Sched_2
Business Combinations - Schedule of Fair Value of Consideration Paid (Details) - USD ($) $ in Thousands | Mar. 16, 2018 | Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Acquisition of Dealership [Member] | ||||
Cash consideration paid | $ 15,300 | |||
Amounts due to former owners | 89 | |||
Note payable issued to former owners | 5,820 | |||
Total consideration | $ 21,209 | |||
Predecessor [Member] | ||||
Cash consideration paid | $ 86,178 | |||
Common stock issued to former stockholders, option holders, and bonus recipients of Lazy Days' R.V. Center, Inc. | 29,400 | |||
Total consideration | $ 115,578 |
Business Combinations - Sched_3
Business Combinations - Schedule of Goodwill Associated with Merger (Details) - USD ($) $ in Thousands | Mar. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Acquisition of Dealership [Member] | |||
Total consideration | $ 21,209 | ||
Less net assets acquired | 12,842 | ||
Goodwill | $ 8,367 | ||
Predecessor [Member] | |||
Total consideration | $ 115,578 | ||
Less net assets acquired | 87,183 | ||
Goodwill | $ 28,395 | $ 25,216 |
Business Combinations - Sched_4
Business Combinations - Schedule of Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 16, 2018 | Dec. 31, 2018 |
Customer Lists [Member] | Acquisition of Dealership [Member] | ||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 210 | |
Customer Lists [Member] | Acquisition of Dealership [Member] | Minimum [Member] | ||
Intangible Assets, Weighted Average Amortization Period in Years | 7 years | |
Customer Lists [Member] | Acquisition of Dealership [Member] | Maximum [Member] | ||
Intangible Assets, Weighted Average Amortization Period in Years | 8 years | |
Dealer Agreements [Member] | Acquisition of Dealership [Member] | ||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 4,400 | |
Dealer Agreements [Member] | Acquisition of Dealership [Member] | Minimum [Member] | ||
Intangible Assets, Weighted Average Amortization Period in Years | 7 years | |
Dealer Agreements [Member] | Acquisition of Dealership [Member] | Maximum [Member] | ||
Intangible Assets, Weighted Average Amortization Period in Years | 8 years | |
Predecessor [Member] | ||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 68,200 | |
Predecessor [Member] | Trade Names, Service Marks and Domain Names [Member] | ||
Intangible Assets, Gross Asset Amount at Acquisition Date | 30,100 | |
Predecessor [Member] | Customer Lists [Member] | ||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 9,100 | |
Intangible Assets, Weighted Average Amortization Period in Years | 12 years | |
Predecessor [Member] | Dealer Agreements [Member] | ||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 29,000 | |
Intangible Assets, Weighted Average Amortization Period in Years | 12 years |
Business Combinations - Sched_5
Business Combinations - Schedule of Pro Forma Financial Information (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 663,878 | $ 675,811 |
Income before income taxes | 6,890 | 13,722 |
Net income | $ 2,715 | $ 8,567 |
Receivables, Net - Schedule of
Receivables, Net - Schedule of Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Receivables, gross | $ 17,654 | |
Less: Allowance for doubtful accounts | (687) | |
Receivables, net | 16,967 | |
Successor [Member] | Contracts in Transit and Vehicle Receivables [Member] | ||
Receivables, gross | 12,291 | |
Successor [Member] | Manufacturer Receivables [Member] | ||
Receivables, gross | 3,823 | |
Successor [Member] | Finance and Other Receivables [Member] | ||
Receivables, gross | $ 1,540 | |
Predecessor [Member] | ||
Receivables, gross | $ 20,924 | |
Less: Allowance for doubtful accounts | (1,013) | |
Receivables, net | 19,911 | |
Predecessor [Member] | Contracts in Transit and Vehicle Receivables [Member] | ||
Receivables, gross | 15,528 | |
Predecessor [Member] | Manufacturer Receivables [Member] | ||
Receivables, gross | 3,555 | |
Predecessor [Member] | Finance and Other Receivables [Member] | ||
Receivables, gross | $ 1,841 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Inventories, gross | $ 168,653 | |
Less: excess of current cost over LIFO | (1,275) | |
Inventories, Net | 167,378 | |
Predecessor [Member] | ||
Inventories, gross | $ 126,100 | |
Less: excess of current cost over LIFO | (11,930) | |
Inventories, Net | 114,170 | |
New Recreational Vehicles [Member] | Successor [Member] | ||
Inventories, gross | 129,361 | |
New Recreational Vehicles [Member] | Predecessor [Member] | ||
Inventories, gross | 89,668 | |
Pre-owned Recreational Vehicles [Member] | Successor [Member] | ||
Inventories, gross | 34,905 | |
Pre-owned Recreational Vehicles [Member] | Predecessor [Member] | ||
Inventories, gross | 31,378 | |
Parts, Accessories and Other [Member] | Successor [Member] | ||
Inventories, gross | $ 4,387 | |
Parts, Accessories and Other [Member] | Predecessor [Member] | ||
Inventories, gross | $ 5,054 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Property and equipment, gross | $ 83,575 | |
Less: Accumulated depreciation and amortization | (5,532) | |
Property and equipment, net | 78,043 | |
Successor [Member] | Land [Member] | ||
Property and equipment, gross | 15,555 | |
Successor [Member] | Building and Improvements Including Leasehold Improvements [Member] | ||
Property and equipment, gross | 55,761 | |
Successor [Member] | Furniture and Equipment [Member] | ||
Property and equipment, gross | 5,044 | |
Successor [Member] | Company Vehicles and Rental Units [Member] | ||
Property and equipment, gross | 4,856 | |
Successor [Member] | Construction in Progress [Member] | ||
Property and equipment, gross | $ 2,359 | |
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, Net -_2
Property and Equipment, Net - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Successor [Member] | |||
Depreciation and amortization | $ 5,583 | ||
Predecessor [Member] | |||
Depreciation and amortization | $ 1,058 | $ 5,286 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Weighted average remaining amortization period | 10 years 9 months 18 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets and Accumulated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Net Asset Value | $ 70,189 | |
Predecessor [Member] | ||
Net Asset Value | $ 25,862 | |
Manufacturer Relationships [Member] | Successor [Member] | ||
Gross Carrying Amount | 33,400 | |
Accumulated Amortization | 2,015 | |
Net Asset Value | 31,385 | |
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 | 9,310 | |
Accumulated Amortization | 606 | |
Net Asset Value | 8,704 | |
Customer Relationships [Member] | Predecessor [Member] | ||
Gross Carrying Amount | 1,300 | |
Accumulated Amortization | 1,300 | |
Net Asset Value | ||
Amortizable Intangible Assets [Member] | Successor [Member] | ||
Gross Carrying Amount | 42,710 | |
Accumulated Amortization | 2,621 | |
Net Asset Value | 40,089 | |
Amortizable Intangible Assets [Member] | Predecessor [Member] | ||
Gross Carrying Amount | 12,400 | |
Accumulated Amortization | 4,538 | |
Net Asset Value | 7,862 | |
Trade Names and Trademarks [Member] | Successor [Member] | ||
Gross Carrying Amount | 30,100 | |
Accumulated Amortization | ||
Net Asset Value | 30,100 | |
Trade Names and Trademarks [Member] | Predecessor [Member] | ||
Gross Carrying Amount | 18,000 | |
Accumulated Amortization | ||
Net Asset Value | 18,000 | |
Non-amortizable Intangible Assets [Member] | Successor [Member] | ||
Gross Carrying Amount | 72,810 | |
Accumulated Amortization | 2,621 | |
Net Asset Value | $ 70,189 | |
Non-amortizable Intangible Assets [Member] | Predecessor [Member] | ||
Gross Carrying Amount | 30,400 | |
Accumulated Amortization | 4,538 | |
Net Asset Value | $ 25,862 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Successor [Member] | |||
Amortization | $ 2,621 | ||
Predecessor [Member] | |||
Amortization | $ 154 | $ 744 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Estimated Future Amortization (Details) - Successor [Member] $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 3,811 |
2020 | 3,811 |
2021 | 3,811 |
2022 | 3,811 |
2023 | 3,811 |
Thereafter | 21,034 |
Finite lived intangible assets, net | $ 40,089 |
Financing Liability (Details Na
Financing Liability (Details Narrative) - USD ($) $ in Thousands | Aug. 07, 2018 | Dec. 23, 2015 | Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Predecessor [Member] | |||||
Proceeds from sale of land, building and improvements | $ 56,000 | ||||
Lease term | 20 years | ||||
Lease renewal term | 10 years | ||||
Lease implied interest rate | 7.30% | ||||
Financing liability residual | $ 11,000 | ||||
Finance liability, interest paid | $ 1,020 | $ 4,104 | |||
Finance liability, principal payments | $ 144 | $ 465 | |||
Successor [Member] | |||||
Proceeds from sale of land, building and improvements | $ 5,350 | ||||
Lease term | 20 years | ||||
Lease renewal term | 10 years | ||||
Lease implied interest rate | 7.90% | ||||
Financing liability residual | $ 1,780 | ||||
Amount drawn for improvements | $ 234 | ||||
Percentage of outstanding, multiplier of advance | 8.00% | ||||
Finance liability, interest paid | $ 3,236 | ||||
Finance liability, principal payments | 430 | ||||
Successor [Member] | September 30, 2019 [Member] | Maximum [Member] | |||||
Total availability for improvement funding from lessor | $ 5,000 |
Financing Liability - Schedule
Financing Liability - Schedule of Financing Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Financing liability | $ 61,324 | |
Debt discount | (77) | |
Financing liability, net of debt discount | 61,247 | |
Less: current portion | 714 | |
Financing liability, non-current portion | $ 60,533 | |
Predecessor [Member] | ||
Financing liability | $ 55,158 | |
Debt discount | (883) | |
Financing liability, net of debt discount | 54,275 | |
Less: current portion | 595 | |
Financing liability, non-current portion | $ 53,680 |
Financing Liability - Schedul_2
Financing Liability - Schedule of Future Minimum Payments of Sale Leaseback Transactions (Details) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 5,202 |
2020 | 5,308 |
2021 | 5,415 |
2022 | 5,524 |
2023 | 5,633 |
Thereafter | 78,727 |
Future minimum payments due | 105,809 |
Principal [Member] | |
2019 | 714 |
2020 | 878 |
2021 | 1,055 |
2022 | 1,247 |
2023 | 1,455 |
Thereafter | 43,194 |
Future minimum payments due | 48,543 |
Interest [Member] | |
2019 | 4,488 |
2020 | 4,430 |
2021 | 4,360 |
2022 | 4,277 |
2023 | 4,178 |
Thereafter | 35,533 |
Future minimum payments due | $ 57,266 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Accounts payable | $ 10,642 | |
Other accrued expenses | 3,577 | |
Customer deposits | 2,511 | |
Accrued compensation | 2,164 | |
Accrued charge-backs | 3,252 | |
Accrued interest | 453 | |
Total | $ 22,599 | |
Predecessor [Member] | ||
Accounts payable | $ 12,394 | |
Other accrued expenses | 2,893 | |
Customer deposits | 3,999 | |
Accrued compensation | 3,211 | |
Accrued charge-backs | 2,373 | |
Accrued interest | 311 | |
Total | $ 25,181 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Mar. 16, 2018 | Feb. 27, 2017 | Nov. 18, 2015 | Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 18, 2018 |
Successor [Member] | ||||||||
Repayments of lines of credit | ||||||||
Repayments under long term debt with Bank of America | 8,820 | |||||||
Successor [Member] | 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 | 3,486 | $ 3,486 | ||||||
Successor [Member] | BOA Floor Plan [Member] | ||||||||
Repayments of lines of credit | $ 96,740 | |||||||
Successor [Member] | BOA Term Loan with M&T Facility [Member] | ||||||||
Repayments under long term debt with Bank of America | 8,820 | |||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | ||||||||
Line of credit maximum borrowing capacity | $ 175,000 | |||||||
Line of credit rate description | 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%. | 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. | ||||||
Maximum draw down for rental units | $ 4,500 | |||||||
Line of credit commitments percentage | 0.15% | |||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | Vehicle [Member] | ||||||||
Average outstanding borrowings | $ 103,981 | |||||||
Interest rate | 4.52238% | 4.52238% | ||||||
Interest expense | $ 4,265 | |||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||
Percentage of leverage ratio | 2.00% | |||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||||
Percentage of leverage ratio | 2.30% | |||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Minimum [Member] | ||||||||
Percentage of leverage ratio | 1.00% | |||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Maximum [Member] | ||||||||
Percentage of leverage ratio | 1.30% | |||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | Pre-owned Vehicle Inventory [Member] | ||||||||
Line of credit maximum borrowing capacity | $ 45,000 | |||||||
Successor [Member] | M&T Term Loan [Member] | ||||||||
Interest rate | 4.5625% | 4.5625% | ||||||
Term loan | 20,000 | |||||||
Repayments of loan monthly installments | $ 242 | |||||||
Debt instrument maturity date | Mar. 15, 2021 | |||||||
Principal balloon payment | $ 11,300 | |||||||
Successor [Member] | M&T Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||
Percentage of leverage ratio | 2.25% | |||||||
Successor [Member] | M&T Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||||
Percentage of leverage ratio | 3.00% | |||||||
Successor [Member] | M&T Term Loan [Member] | Base Rate [Member] | Minimum [Member] | ||||||||
Percentage of leverage ratio | 1.25% | |||||||
Successor [Member] | M&T Term Loan [Member] | Base Rate [Member] | Maximum [Member] | ||||||||
Percentage of leverage ratio | 2.00% | |||||||
Successor [Member] | M&T Revolver [Member] | ||||||||
Line of credit maximum borrowing capacity | $ 5,000 | |||||||
Outstanding letters of credit | $ 715 | $ 715 | ||||||
Letter of credit sublimit | $ 1,000 | |||||||
Line of credit, available amount | $ 4,285 | $ 4,285 | ||||||
Successor [Member] | M&T Revolver [Member] | Minimum [Member] | ||||||||
Line of credit commitments percentage | 0.25% | |||||||
Successor [Member] | M&T Revolver [Member] | Maximum [Member] | ||||||||
Line of credit commitments percentage | 0.50% | |||||||
Successor [Member] | M&T Revolver [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||
Percentage of leverage ratio | 2.25% | |||||||
Successor [Member] | M&T Revolver [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||||
Percentage of leverage ratio | 3.00% | |||||||
Successor [Member] | M&T Revolver [Member] | Base Rate [Member] | Minimum [Member] | ||||||||
Percentage of leverage ratio | 1.25% | |||||||
Successor [Member] | M&T Revolver [Member] | Base Rate [Member] | Maximum [Member] | ||||||||
Percentage of leverage ratio | 2.00% | |||||||
Predecessor [Member] | ||||||||
Repayments of lines of credit | $ 3,000 | |||||||
Repayments under long term debt with Bank of America | $ 310 | 1,858 | ||||||
Predecessor [Member] | Before Amentment [Member] | ||||||||
Line of credit maximum borrowing capacity | $ 120,000 | |||||||
Predecessor [Member] | After Amendment [Member] | ||||||||
Line of credit maximum borrowing capacity | 140,000 | |||||||
Predecessor [Member] | BOA Amended Floor Plan [Member] | New Vehicle Inventory [Member] | ||||||||
Line of credit maximum borrowing capacity | 40,000 | |||||||
Floor plan notes payable, gross | $ 105,207 | |||||||
Predecessor [Member] | BOA Amended Floor Plan [Member] | Pre-owned Vehicle Inventory [Member] | ||||||||
Maximum draw down for rental units | $ 5,000 | |||||||
Predecessor [Member] | BOA Amended Floor Plan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Line of credit facility, expiration date | Nov. 18, 2018 | |||||||
Percentage of leverage ratio | 3.63% | 2.25% | ||||||
Predecessor [Member] | BOA Amended Floor Plan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||||||||
Percentage of leverage ratio | 2.25% | |||||||
Predecessor [Member] | BOA Amended Floor Plan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||||
Percentage of leverage ratio | 3.25% | |||||||
Predecessor [Member] | BOA Credit Agreement [Member] | ||||||||
Line of credit rate description | The first of two facilities under the BOA Credit Agreement was a $13,000 term note payable ("Term Loan") which was collateralized by accounts receivable, inventory and equipment. | |||||||
Repayments of loan monthly installments | $ 155 | |||||||
Debt instrument maturity date | Mar. 15, 2018 | |||||||
Line of credit, commitment amunt | $ 20,000 | |||||||
Predecessor [Member] | BOA Credit Agreement Term Loan One [Member] | ||||||||
Line of credit maximum borrowing capacity | $ 13,000 | |||||||
Predecessor [Member] | BOA Credit Agreement Term Loan One [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Percentage of leverage ratio | 3.50% | 4.84% | ||||||
Predecessor [Member] | BOA Credit Agreement Revolving Line of Credit [Member] | ||||||||
Line of credit maximum borrowing capacity | $ 7,000 | |||||||
Outstanding line of credit | $ 0 | |||||||
Predecessor [Member] | BOA Credit Agreement Revolving Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Line of credit rate description | The second of the two facilities under the BOA Credit Agreement was a $7,000 revolving line of credit. | |||||||
Percentage of leverage ratio | 3.50% |
Debt - Schedule of Floor Plan N
Debt - Schedule of Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Debt discount | $ (42) | |
Floor plan notes payable, net of debt discount | 143,469 | |
Predecessor [Member] | ||
Floor plan notes payable, net of debt discount | $ 104,976 | |
Floor Plan Notes Payable [Member] | Successor [Member] | ||
Floor plan notes payable, gross | 143,885 | |
Debt discount | (416) | |
Floor plan notes payable, net of debt discount | $ 143,469 | |
Floor Plan Notes Payable [Member] | Predecessor [Member] | ||
Floor plan notes payable, gross | 105,207 | |
Debt discount | (231) | |
Floor plan notes payable, net of debt discount | $ 104,976 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - Successor [Member] $ in Thousands | Dec. 31, 2018USD ($) |
Gross Principal Amount, Total long-term debt | $ 23,463 |
Debt Discount, Total long-term debt | (42) |
Total Debt, Net of Debt Discount, Total long-term debt | 23,421 |
Gross Principal Amount, current portion | 4,408 |
Debt Discount, current portion | |
Total Debt, Net of Debt Discount, current portion | 4,408 |
Gross Principal Amount, Long term debt, non-current | 19,055 |
Debt Discount, Long term debt, non-current | (42) |
Total Debt, Net of Debt Discount, Long term debt, non-current | 19,013 |
Term Loan [Member] | |
Gross Principal Amount, Total long-term debt | 17,825 |
Debt Discount, Total long-term debt | (42) |
Total Debt, Net of Debt Discount, Total long-term debt | 17,783 |
Acquisition Note Payable [Member] | |
Gross Principal Amount, Total long-term debt | 5,638 |
Debt Discount, Total long-term debt | |
Total Debt, Net of Debt Discount, Total long-term debt | $ 5,638 |
Debt - Schedule of Future Matur
Debt - Schedule of Future Maturities of Long Term Debt (Details) - Successor [Member] $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 4,408 |
2020 | 4,484 |
2021 | 13,477 |
2022 | 1,094 |
Total | $ 23,463 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income taxes at statutory federal rate percentage | 21.00% | 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. | |
Revaluation on income tax expense benefit | $ 12 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Successor [Member] | |||
Current: Federal | $ 3,483 | ||
Current: State | 609 | ||
Current: Income tax expense | 4,092 | ||
Deferred: Federal | (1,738) | ||
Deferred: State | (36) | ||
Deferred: Income tax expense | (1,774) | ||
Income tax expense | $ 2,318 | ||
Predecessor [Member] | |||
Current: Federal | $ 85 | $ 5,253 | |
Current: State | 3 | 862 | |
Current: Income tax expense | 88 | 6,115 | |
Deferred: Federal | 460 | (859) | |
Deferred: State | 170 | (171) | |
Deferred: Income tax expense | 630 | (1,030) | |
Income tax expense | $ 718 | $ 5,085 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes Calculated Using Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income taxes at statutory rate, Percentage | 21.00% | 34.00% | ||
Effect of increase in statutory rate for current year | $ 12 | |||
Successor [Member] | ||||
Income taxes at statutory rate | $ (59) | |||
Income taxes at statutory rate, Percentage | 21.00% | |||
Non-deductible expense | $ 35 | |||
Non-deductible expense, percentage | (12.40%) | |||
State income taxes, net of federal tax effect | $ 500 | |||
State income taxes, net of federal tax effect, percentage | (177.40%) | |||
Transaction costs | $ 623 | |||
Transaction costs percentage | (221.30%) | |||
Stock-based compensation and officer compensation | $ 1,248 | |||
Stock-based compensation and officer compensation, percentage | (442.70%) | |||
Long-term incentive plan | ||||
Long-term incentive plan, percentage | 0.00% | |||
Effect of increase in statutory rate for current year | ||||
Effect of increase in statutory rate for current year, percentage | 0.00% | |||
Tax rate adjustments | ||||
Tax rate adjustments, percentage | 0.00% | |||
Other credits and changes in estimate and true ups | $ (29) | |||
Other credits and changes in estimate and true ups, percentage | 10.60% | |||
Income tax expense | $ 2,318 | |||
Income tax expense, percentage | (822.20%) | |||
Predecessor [Member] | ||||
Income taxes at statutory rate | $ 635 | $ 4,540 | ||
Income taxes at statutory rate, Percentage | 21.00% | 34.00% | ||
Non-deductible expense | $ 10 | $ 48 | ||
Non-deductible expense, percentage | 0.30% | 0.40% | ||
State income taxes, net of federal tax effect | $ 110 | $ 450 | ||
State income taxes, net of federal tax effect, percentage | 3.60% | 3.40% | ||
Transaction costs | $ 578 | |||
Transaction costs percentage | 18.90% | 0.00% | ||
Stock-based compensation and officer compensation | $ (241) | |||
Stock-based compensation and officer compensation, percentage | (7.90%) | 0.00% | ||
Long-term incentive plan | $ (412) | |||
Long-term incentive plan, percentage | (13.50%) | 0.00% | ||
Effect of increase in statutory rate for current year | $ 80 | |||
Effect of increase in statutory rate for current year, percentage | 0.00% | 0.60% | ||
Tax rate adjustments | $ (12) | |||
Tax rate adjustments, percentage | 0.00% | (0.10%) | ||
Other credits and changes in estimate and true ups | $ 38 | $ (21) | ||
Other credits and changes in estimate and true ups, percentage | 1.30% | (0.30%) | ||
Income tax expense | $ 718 | $ 5,085 | ||
Income tax expense, percentage | 23.70% | 38.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Successor [Member] | ||
Deferred tax assets: Accounts receivable | $ 173 | |
Deferred tax assets: Accrued charge-backs | 821 | |
Deferred tax assets: Other accrued liabilities | 407 | |
Deferred tax assets: Goodwill | ||
Deferred tax assets: Financing liability | 15,463 | |
Deferred tax assets: Transaction costs | ||
Deferred tax assets: Stock based compensation | 676 | |
Deferred tax assets: Other, net | 192 | |
Deferred tax assets, Total | 17,732 | |
Deferred tax liabilities: Prepaid expenses | (370) | |
Deferred tax liabilities: Goodwill | (115) | |
Deferred tax liabilities: Inventories | (4,939) | |
Deferred tax liabilities: Property and equipment | (16,027) | |
Deferred tax liabilities: Intangible assets | (14,998) | |
Deferred tax liabilities, Total | (36,449) | |
Net deferred tax (liabilities) | $ (18,717) | |
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: Goodwill | ||
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 | $ 144 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) $ in Thousands | Mar. 16, 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 | 661 |
Other Employees [Member] | Andina Acquisition Corp II [Member] | |
Repayments of related party debt | $ 100 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Successor [Member] | |||
Employer discretionary contribution amount | $ 676 | ||
Predecessor [Member] | |||
Employer discretionary contribution amount | $ 179 | $ 481 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 30, 2017 | May 31, 2018 | Dec. 31, 2018 | May 16, 2018 |
Lease expiry date | Expire through 2028. | |||
Closing price | $ 10.29 | |||
Cash and securities in escrow | $ 40 | |||
Maximum [Member] | ||||
Lease term | 10 years | |||
Minimum [Member] | ||||
Lease term | 3 years | |||
Chief Financial Officer [Member] | ||||
Initial base salary | $ 325 | |||
Percentage of target bonus on base salary | 75.00% | |||
Chief Financial Officer [Member] | Employee Relocation [Member] | ||||
Relocation allowance | $ 100 | |||
Chief Financial Officer [Member] | Maximum [Member] | ||||
Percentage of target bonus on base salary | 150.00% | |||
Non-Employee Members [Member] | ||||
Annual cash compensation | $ 50 | |||
Committee of Board of Directors [Member] | ||||
Annual cash compensation | 5 | |||
Chairman of Any Committees [Member] | ||||
Annual cash compensation | 10 | |||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||
Initial base salary | $ 540 | |||
Percentage of target bonus on base salary | 100.00% | |||
Employment Agreement [Member] | Chief Financial Officer [Member] | ||||
Initial base salary | $ 325 | |||
Percentage of target bonus on base salary | 75.00% | |||
Merger Agreement [Member] | ||||
Transaction incentive plan expire date | Oct. 31, 2020 | |||
Aggregate payment to plan participants of cash | $ 1,510 | |||
Merger Agreement [Member] | Holdings [Member] | ||||
Number of shares issued | 51,896 | |||
Number of shares issued, value | $ 534 | |||
Closing price | $ 10.29 | |||
Cash and securities in escrow | $ 250 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Successor [Member] | |||
Rent expense | $ 2,426 | ||
Predecessor [Member] | |||
Rent expense | $ 626 | $ 3,026 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Rent Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 3,178 |
2020 | 2,683 |
2021 | 2,428 |
2022 | 740 |
2023 | 720 |
Thereafter | 3,437 |
Total | $ 13,186 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2018 | Oct. 02, 2018 | Sep. 20, 2018 | Jul. 02, 2018 | Jun. 19, 2018 | Dec. 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 | ||||||
Preferred stock, dividend payment terms | On December 14, 2018, the Company's Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,210 for the period from October 1, 2018 to December 31, 2018. | On September 20, 2018, the Company's Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,210 for the period from July 1, 2018 to September 30, 2018. | Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,425 for the period from March 15, 2018 to March 31, 2018 and for the period from April 1, 2018 to June 30, 2018. The dividend was paid on July 2, 2018 to the holders. | ||||
Dividend payment on preferred stock | $ 1,210 | $ 1,425 | |||||
January 2, 2019 [Member] | |||||||
Dividend payment on preferred stock | $ 1,210 | ||||||
Measurement Input, Expected Term [Member] | |||||||
Fair value assumptions, measurement input, term | 5 years | ||||||
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% | ||||||
Common Stock [Member] | |||||||
Warrant to purchase common shares | 200,000 | ||||||
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 | ||||||
Placement Agent [Member] | |||||||
Warrant term | 5 years | ||||||
Warrant to purchase common shares | 178,882 | ||||||
Warrant exercise price | $ 11.50 | ||||||
Aggregate offering costs | $ 2,981 | ||||||
Fair value of warrants | $ 632 | ||||||
Series A Preferred Stock [Member] | |||||||
Weighted average price trading price after second anniversary force conversion | $ 25 | ||||||
Warrant term | 5 years | ||||||
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 description | 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. | ||||||
Private Placement [Member] | Series A Preferred Stock [Member] | Maximum [Member] | |||||||
Preferred stock dividend rate percentage | 11.00% | ||||||
Private Placement [Member] | Series A Preferred Stock [Member] | Board of Directors [Member] | |||||||
Number of preferred stock owned | 500,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 15, 2018 | May 31, 2018 | May 07, 2018 | Mar. 23, 2018 | Mar. 16, 2018 | Jun. 12, 2017 | Apr. 10, 2017 | Mar. 02, 2017 | Jan. 30, 2017 | Nov. 24, 2015 | Apr. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | May 16, 2018 |
Stock option issued to purchase units | 216,667 | ||||||||||||||
Fair value of the options issued | $ 1,831 | ||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||
Expected annual volatility | 36.00% | ||||||||||||||
Declared dividends total | $ 15,000 | ||||||||||||||
Dividend date of distribution | Apr. 19, 2017 | ||||||||||||||
Dividend date of record | Apr. 10, 2017 | ||||||||||||||
Released from escrow | $ 109 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Fair value of the options issued | $ 269 | ||||||||||||||
Expected term | 6 years 2 months 30 days | ||||||||||||||
Minimum [Member] | |||||||||||||||
Stock options exercise price per share | $ 21.77 | ||||||||||||||
Expected term | 6 years 2 months 1 day | ||||||||||||||
PIPE Investment [Member] | |||||||||||||||
Number of warrant to purchase shares of common stock | 2,522,458 | ||||||||||||||
Placement Agent [Member] | |||||||||||||||
Number of warrant to purchase shares of common stock | 178,882 | 178,882 | |||||||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||
Warrants Holders [Member] | |||||||||||||||
Number of warrant to purchase shares of common stock | 2,000,000 | ||||||||||||||
Non-Employee Directors [Member] | |||||||||||||||
Stock option issued to purchase units | 14,218 | ||||||||||||||
Granted stock options term | 5 years | ||||||||||||||
Fair value of the options issued | $ 350 | ||||||||||||||
Expected term | 3 years 6 months | ||||||||||||||
Expected risk-free rate | 2.42% | ||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||
Expected annual volatility | 39.00% | ||||||||||||||
Option Holders [Member] | |||||||||||||||
Payments for merger related costs | $ 2,636 | ||||||||||||||
Share issued during period merger, value | $ 530 | ||||||||||||||
Number of shares issued during period merger | 51,529 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Common stock, shares outstanding | 1,872,428 | ||||||||||||||
Number of shares issued for shares conversion | 615,436 | ||||||||||||||
Reclassification of andina common stock previously subject to redemption, shares | 472,571 | ||||||||||||||
Reclassification of andina common stock previously subject to redemption | $ 4,910 | ||||||||||||||
Issuance of shares in acquisition of lazydays, shares | 2,857,189 | ||||||||||||||
Shares issued, price per share | $ 10.29 | ||||||||||||||
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 | |||||||||||||
Shares Issuable pursuant to Andina rights | 57,142 | ||||||||||||||
Common Stock [Member] | Warrants Holders [Member] | |||||||||||||||
Warrant redemption price per share | $ 0.01 | ||||||||||||||
Common Stock [Member] | Exceeds Price Point [Member] | |||||||||||||||
Common stock market price per share | $ 24 | $ 24 | |||||||||||||
Common Stock [Member] | Exceeds Price Point [Member] | Warrants Holders [Member] | |||||||||||||||
Common stock market price per share | $ 24 | ||||||||||||||
Common Stock [Member] | Unit Purchase Options [Member] | |||||||||||||||
Shares Issuable pursuant to Andina rights | 457,142 | ||||||||||||||
Non-Redeemable Pre-funded Warrants [Member] | |||||||||||||||
Number of warrant to purchase shares of common stock | 2,155,000 | 1,339,499 | 1,339,499 | ||||||||||||
Warrant exercise price | $ 11.50 | $ 0.01 | $ 0.01 | ||||||||||||
Warrant term | 5 years | ||||||||||||||
Warrants exchange | 4,310,000 | ||||||||||||||
Number of warrant exercisable on cashless basis | 155,000 | ||||||||||||||
Non-Redeemable Pre-funded Warrants [Member] | Placement Agent [Member] | |||||||||||||||
Number of warrant to purchase shares of common stock | 116,376 | ||||||||||||||
Warrant exercise price | $ 11.50 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
Non-Redeemable Pre-funded Warrants [Member] | Common Stock [Member] | |||||||||||||||
Number of warrant to purchase shares of common stock | 1,339,499 | ||||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||||
Warrant redemption price per share | 0.01 | ||||||||||||||
Non-Redeemable Pre-funded Warrants [Member] | Common Stock [Member] | Exceeds Price Point [Member] | |||||||||||||||
Common stock market price per share | $ 24 | ||||||||||||||
Warrant one [Member] | Common Stock [Member] | |||||||||||||||
Number of warrant to purchase shares of common stock | 1,630,927 | ||||||||||||||
Warrant exercise price | $ 11.50 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
Proceeds from issuance of warrants | $ 34,783 | ||||||||||||||
Unit Purchase Options [Member] | |||||||||||||||
Number of warrant to purchase shares of common stock | 200,000 | ||||||||||||||
Stock option issued to purchase units | 400,000 | ||||||||||||||
Stock option issued to purchase units price per share | $ 10 | ||||||||||||||
Stock expiration date | Nov. 24, 2020 | ||||||||||||||
Unit Purchase Options [Member] | January 2019 [Member] | |||||||||||||||
Exchange of unit purchase options cancelled | $ 500 | ||||||||||||||
Unit Purchase Options [Member] | Designees [Member] | |||||||||||||||
Purchased price of EBC units | $ 100 | ||||||||||||||
Five Year Incentive Stock Options [Member] | |||||||||||||||
Granted stock options term | 5 years | 5 years | |||||||||||||
Number of shares options granted | 3,573,113 | ||||||||||||||
Stock options exercise price per share | $ 11.10 | ||||||||||||||
Fair value of the options issued | $ 2,357 | $ 15,004 | |||||||||||||
Expected term | 5 years | 5 years | |||||||||||||
Expected risk-free rate | 2.74% | 2.62% | |||||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||||
Expected annual volatility | 54.70% | 42.80% | |||||||||||||
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 | ||||||||||||||
Stock options vesting term | 11 months 19 days | 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 | ||||||||||||||
Stock options vesting term | 1 year 9 months | 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 | ||||||||||||||
Stock options vesting term | 2 years 1 month 24 days | 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 | ||||||||||||||
Stock options vesting term | 2 years 11 months 15 days | 3 years 1 month 16 days | |||||||||||||
Five Year Incentive Stock Options [Member] | Non-Employee Directors [Member] | |||||||||||||||
Stock option issued to purchase units | 15,123 | 99,526 | |||||||||||||
Stock option issued to purchase units price per share | $ 10.40 | ||||||||||||||
Granted stock options term | 5 years | ||||||||||||||
Stock options exercise price per share | $ 11.10 | ||||||||||||||
Number of options forfeited | 15,123 | ||||||||||||||
Stock options vesting term | 3 years | 3 years | |||||||||||||
CEO Stock Options [Member] | |||||||||||||||
Number of shares options granted | 1,458,414 | ||||||||||||||
CFO Stock Options [Member] | |||||||||||||||
Number of shares options granted | 583,366 | 583,366 | |||||||||||||
Number of options forfeited | 583,366 | ||||||||||||||
Stock Options [Member] | |||||||||||||||
Stock based compensation related to awards with service conditions | $ 497 | ||||||||||||||
2018 Long-Term Incentive Equity Plan [Member] | |||||||||||||||
Maximum percentage on options may be issued | 13.00% | ||||||||||||||
Options issuable under stock price trigger | $ 8.75 | ||||||||||||||
Number of common shares reserved for future issuance | 166,145 | 166,145 | |||||||||||||
2010 Equity Incentive Plan [Member] | |||||||||||||||
Stock option issued to purchase units | 75,561 | ||||||||||||||
Compensation expenses cancelled options | $ 14 | ||||||||||||||
2010 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Stock option issued to purchase units | 100,000 | ||||||||||||||
Stock option issued to purchase units price per share | $ 137.60 | ||||||||||||||
Stock options shares have be issued | 14,000 | ||||||||||||||
2010 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||
Stock option issued to purchase units price per share | $ 68.80 | ||||||||||||||
2017 Equity Incentive Plan [Member] | |||||||||||||||
Stock option issued to purchase units | 66,666 | 216,667 | |||||||||||||
Granted stock options term | 10 years | 10 years | |||||||||||||
Stock options exercise price per share | $ 26 | $ 26 | |||||||||||||
Stock option vesting percentage | 25.00% | 25.00% | |||||||||||||
Fair value of the options issued | $ 466 | $ 1,562 | |||||||||||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||
Maximum percentage on options may be issued | 10.00% | ||||||||||||||
2017 Equity Incentive Plan [Member] | Board of Directors [Member] | Maximum [Member] | |||||||||||||||
Stock option issued to purchase units | 333,333 | ||||||||||||||
Successor [Member] | |||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares outstanding | 8,471,608 | 8,471,608 | |||||||||||||
Number of shares options granted | 4,271,128 | ||||||||||||||
Stock based compensation related to awards with service conditions | $ 8,541 | ||||||||||||||
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 | |||||||||||||||
Successor [Member] | Five Year Incentive Stock Options [Member] | |||||||||||||||
Stock based compensation related to awards with service conditions | 77 | ||||||||||||||
Successor [Member] | Stock Options [Member] | |||||||||||||||
Compensation cost unrecognized | $ 6,593 | $ 6,593 | |||||||||||||
Weighted average service period | 2 years 1 month 6 days | ||||||||||||||
Weighted average grant date fair value of awards issued | $ 4.16 | ||||||||||||||
Increased Plan By Formula [Member] | 2018 Long-Term Incentive Equity Plan [Member] | |||||||||||||||
Maximum percentage on options may be issued | 18.00% | ||||||||||||||
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 | ||||||||||||||
Number of shares options granted | 283,333 | ||||||||||||||
Preferred stock, shares designated | 10,000 | ||||||||||||||
Preferred stock, shares undesignated | 140,000 | ||||||||||||||
Preferred stock, shares issued | 0 | ||||||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||||||
Predecessor [Member] | Senior Preferred Stock [Member] | |||||||||||||||
Number of shares issued for shares conversion | 2,333,331 | ||||||||||||||
Preferred stock, shares designated | 10,000 | 10,000 | |||||||||||||
Preferred stock, shares issued | 10,000 | ||||||||||||||
Preferred stock, shares outstanding | 10,000 | 0 | |||||||||||||
Distributable in Cash [Member] | |||||||||||||||
Cash paid to settle the options | $ 1,500 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) | 10 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Equity [Abstract] | |
Shares Underlying Warrants outstanding beginning balance | shares | |
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 beginning balance | $ / shares | |
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 - Schedu_2
Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | ||
Successor [Member] | |||
Shares Underlying Options, March 15, 2018 | |||
Shares Underlying Options, Granted | 4,271,128 | ||
Shares Underlying Options, Cancelled or terminated | (612,707) | ||
Shares Underlying Options, Exercised | |||
Shares Underlying Options, December 31, 2018 | 3,658,421 | ||
Shares Underlying Options, vested December 31, 2018 | |||
Weighted Average Exercise Price Outstanding, March 15, 2018 | |||
Weighted Average Exercise Price, Granted | 11.10 | ||
Weighted Average Exercise Price, Cancelled or terminated | 11.08 | ||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price December 31, 2018 | 11.10 | ||
Weighted Average Exercise Price, vested December 31, 2018 | |||
Weighted Average Remaining Contractual Life December 31, 2018 | 4 years 2 months 12 days | ||
Weighted Average Remaining Contractual Life, vested December 31, 2018 | 0 years | ||
Aggregate Intrinsic Value, Outstanding, December 31, 2018 | |||
Aggregate Intrinsic Value, vested, December 31, 2018 | |||
Predecessor [Member] | |||
Shares Underlying Options, March 15, 2018 | 75,561 | ||
Shares Underlying Options, Granted | 283,333 | ||
Shares Underlying Options, Cancelled or terminated | (75,561) | ||
Shares Underlying Options, Exercised | |||
Shares Underlying Options, December 31, 2018 | 283,333 | ||
Shares Underlying Options, vested December 31, 2018 | |||
Weighted Average Exercise Price Outstanding, March 15, 2018 | $ 98.69 | ||
Weighted Average Exercise Price, Granted | 26 | ||
Weighted Average Exercise Price, Cancelled or terminated | 98.69 | ||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price December 31, 2018 | [1] | 22.77 | |
Weighted Average Exercise Price, vested December 31, 2018 | |||
Weighted Average Remaining Contractual Life December 31, 2018 | 9 years 2 months 12 days | ||
Weighted Average Remaining Contractual Life, vested December 31, 2018 | 0 years | ||
Aggregate Intrinsic Value, Outstanding, December 31, 2018 | |||
Aggregate Intrinsic Value, vested, December 31, 2018 | |||
[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 $22.77 per share. |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Stock Option Activity (Details) (Parenthetical) | 1 Months Ended |
Apr. 30, 2017$ / 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 - Schedu_4
Stockholders' Equity - Schedule of Grant Date Value of Option Granted (Details) | 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 |