Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 09, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Lazydays Holdings, Inc. | |
Entity Central Index Key | 0001721741 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 8,471,608 | |
Trading Symbol | LAZY | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 31,060 | $ 26,603 |
Receivables, net of allowance for doubtful accounts of $663 and $687 at March 31, 2019 and December 31, 2018, respectively | 25,688 | 16,967 |
Inventories | 143,240 | 167,378 |
Income tax receivable | 1,455 | 2,630 |
Prepaid expenses and other | 3,049 | 3,166 |
Total current assets | 204,492 | 216,744 |
Property and equipment, net | 79,615 | 78,043 |
Goodwill | 36,729 | 36,762 |
Intangible assets, net | 69,239 | 70,189 |
Other assets | 325 | 358 |
Total assets | 390,400 | 402,096 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 28,817 | 22,599 |
Dividends payable | 1,210 | |
Floor plan notes payable, net of debt discount | 123,718 | 143,469 |
Financing liability, current portion | 773 | 714 |
Long-term debt, current portion | 4,427 | 4,408 |
Total current liabilities | 157,735 | 172,400 |
Long term liabilities | ||
Financing liability, non-current portion, net of debt discount | 61,818 | 60,533 |
Long term debt, non-current portion, net of debt discount | 17,839 | 19,013 |
Deferred tax liability | 18,717 | 18,717 |
Total liabilities | 256,109 | 270,663 |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of March 31, 2019 and December 31, 2018; liquidation preference of $61,184 and $61,210 as of March 31, 2019 and December 31, 2018, respectively | 56,167 | 54,983 |
Stockholders' Equity | ||
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized; | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,471,608 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | ||
Additional paid-in capital | 80,436 | 80,606 |
Accumulated deficit | (2,312) | (4,156) |
Total stockholders' equity | 78,124 | 76,450 |
Total liabilities and stockholders' equity | $ 390,400 | $ 402,096 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 663 | $ 687 |
Series A convertible preferred stock, shares designated | 600,000 | 600,000 |
Series A convertible preferred stock, shares issued | 600,000 | 600,000 |
Series A convertible preferred stock, shares outstanding | 600,000 | 600,000 |
Series A convertible preferred stock, liquidation preference, value | $ 61,184 | $ 61,210 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,471,608 | 8,471,608 |
Common stock, shares outstanding | 8,471,608 | 8,471,608 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2019 | |
Other income/expenses | |||
Net income | $ 2,336 | $ 1,844 | |
Successor [Member] | |||
Revenues | |||
New and pre-owned vehicles | $ 39,167 | 152,634 | |
Other | 4,738 | 20,423 | |
Total revenues | 43,905 | 173,057 | |
Cost applicable to revenues (excluding depreciation and amortization shown below) | |||
New and pre-owned vehicles (including adjustments to the LIFO reserve of $247, $-, and $148, respectively) | 33,489 | 131,117 | |
Other | 538 | 4,993 | |
Total cost applicable to revenue | 34,027 | 136,110 | |
Transaction costs | 2,806 | 228 | |
Depreciation and amortization | 401 | 2,695 | |
Stock-based compensation | 485 | 1,514 | |
Selling, general, and administrative expenses | 4,361 | 26,452 | |
Income from operations | 1,825 | 6,058 | |
Other income/expenses | |||
(Loss)/gain on sale of property and equipment | (2) | ||
Interest expense | (685) | (3,027) | |
Total other expense | (685) | (3,029) | |
Income before income tax expense | 1,140 | 3,029 | |
Income tax expense | (449) | (1,185) | |
Net income | 691 | 1,844 | |
Dividends on Series A Convertible Preferred Stock | (210) | (1,184) | |
Deemed dividend on Series A Convertible Preferred Stock | (3,392) | ||
Net income (loss) attributable to common stock and participating securities | $ (2,911) | $ 660 | |
Successor EPS: | |||
Basic and diluted income (loss) per share | $ (0.30) | $ 0.04 | |
Weighted average shares outstanding - basic and diluted | 9,668,250 | 9,695,234 | |
Predecessor [Member] | |||
Revenues | |||
New and pre-owned vehicles | 119,111 | ||
Other | 14,828 | ||
Total revenues | 133,939 | ||
Cost applicable to revenues (excluding depreciation and amortization shown below) | |||
New and pre-owned vehicles (including adjustments to the LIFO reserve of $247, $-, and $148, respectively) | 101,830 | ||
Other | 3,047 | ||
Total cost applicable to revenue | 104,877 | ||
Transaction costs | 438 | ||
Depreciation and amortization | 1,212 | ||
Stock-based compensation | 140 | ||
Selling, general, and administrative expenses | 22,200 | ||
Income from operations | 5,072 | ||
Other income/expenses | |||
(Loss)/gain on sale of property and equipment | 1 | ||
Interest expense | (2,019) | ||
Total other expense | (2,018) | ||
Income before income tax expense | 3,054 | ||
Income tax expense | (718) | ||
Net income | $ 2,336 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2019 | |
Successor [Member] | |||
Adjustments to LIFO reserve | $ 247 | ||
Predecessor [Member] | |||
Adjustments to LIFO reserve | $ 148 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member]Predecessor [Member] | Common Stock [Member]Predecessor [Member] | Common Stock [Member] | Common Stock [Member]Successor [Member] | Treasury Stock [Member]Predecessor [Member] | Additional Paid-In Capital [Member]Predecessor [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Successor [Member] | Retained Earnings [Member]Predecessor [Member] | Retained Earnings [Member] | Predecessor [Member] | Total | Successor [Member] | Accumulated deficit [Member]Successor [Member] | Total Stockholders' Equity [Member]Successor [Member] |
Balance at Dec. 31, 2017 | $ 3 | $ (11) | $ 49,756 | $ 1,085 | $ 50,833 | ||||||||||
Balance, shares at Dec. 31, 2017 | 3,333,166 | 165 | |||||||||||||
Stock-based compensation | 140 | 140 | |||||||||||||
Net income | 2,336 | $ 2,336 | 2,336 | ||||||||||||
Balance at Mar. 14, 2018 | $ 3 | $ (11) | $ 49,896 | $ 6,139 | $ 3,421 | 53,309 | $ (1,536) | $ 4,603 | |||||||
Balance, shares at Mar. 14, 2018 | 3,333,166 | 1,872,428 | 165 | ||||||||||||
Conversion of Andina rights into shares of Lazydays Holdings, Inc. | |||||||||||||||
Conversion of Andina rights into shares of Lazydays Holdings, Inc., shares | 615,436 | ||||||||||||||
Reclassification shares of Andina common stock subject to redemption | 4,910 | 4,910 | |||||||||||||
Reclassification shares of Andina common stock subject to redemption, shares | 472,571 | ||||||||||||||
Issuance of common stock and warrants in PIPE transaction, net | 32,718 | 32,718 | |||||||||||||
Issuance of common stock and warrants in PIPE transaction, net, shares | 2,653,984 | ||||||||||||||
Issuance of shares in acquisition of Lazy Days' R.V. Center, Inc. | 29,400 | 29,400 | |||||||||||||
Issuance of shares in acquisition of Lazy Days' R.V. Center, Inc., shares | 2,857,189 | ||||||||||||||
Beneficial conversion feature of Series A convertible preferred stock | 3,392 | 3,392 | |||||||||||||
Deemed dividend related to immediate accretion of beneficial conversion | (3,392) | (3,392) | |||||||||||||
Issuance of warrants issued to Series A preferred stockholders and placement agent | 2,666 | 2,666 | |||||||||||||
Stock-based compensation | 485 | 485 | |||||||||||||
Dividends on Series A preferred stock | (210) | (210) | |||||||||||||
Net income | $ 691 | 691 | 691 | ||||||||||||
Balance at Mar. 31, 2018 | $ 76,108 | $ (845) | $ 75,263 | ||||||||||||
Balance, shares at Mar. 31, 2018 | 8,471,608 | ||||||||||||||
Balance at Dec. 31, 2018 | $ 80,606 | $ (4,156) | 76,450 | ||||||||||||
Balance, shares at Dec. 31, 2018 | 8,471,608 | ||||||||||||||
Repurchase of Unit Purchase Options | (500) | (500) | |||||||||||||
Stock-based compensation | 1,514 | 1,514 | |||||||||||||
Dividends on Series A preferred stock | (1,184) | (1,184) | |||||||||||||
Net income | 1,844 | 1,844 | $ 1,844 | ||||||||||||
Balance at Mar. 31, 2019 | $ 80,436 | $ (2,312) | $ 78,124 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2019 | |
Cash Flows From Operating Activities | |||
Net income | $ 2,336 | $ 1,844 | |
Successor [Member] | |||
Cash Flows From Operating Activities | |||
Net income | $ 691 | 1,844 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Stock based compensation | 485 | 1,514 | |
Bad debt expense | 23 | ||
Depreciation and amortization of property and equipment | 269 | 1,741 | |
Amortization of intangible assets | 132 | 954 | |
Amortization of debt discount | 393 | 132 | |
Loss/(gain) on sale of property and equipment | 2 | ||
Deferred income taxes | |||
Changes in operating assets and liabilities: | |||
Receivables | (8,466) | (8,754) | |
Inventories | 4,145 | 24,276 | |
Prepaid expenses and other | 19 | 117 | |
Income tax receivable/payable | 449 | 1,175 | |
Other assets | 1 | 33 | |
Accounts payable, accrued expenses and other current liabilities | (2,365) | 5,847 | |
Total Adjustments | (4,938) | 27,060 | |
Net Cash Provided By (Used in) Operating Activities | (4,247) | 28,904 | |
Cash Flows From Investing Activities | |||
Cash paid for acquisitions | (86,741) | ||
Cash acquired in the purchase of Lazy Days' R.V. Center, Inc. | 9,188 | ||
Proceeds from sales of property and equipment | 20 | ||
Purchases of property and equipment | (71) | (3,128) | |
Net Cash Used In Investing Activities | (77,624) | (3,108) | |
Cash Flows From Financing Activities | |||
Net (repayments)/borrowings under M&T bank floor plan | 100,830 | (19,878) | |
Repayment of Bank of America floor plan | (96,740) | ||
Net repayments under floor plan with Bank of America | |||
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 | (725) | ||
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 | 1,519 | ||
Repayments of financing liability | (175) | ||
Payment of dividends on Series A preferred stock | (1,210) | ||
Repurchase of Unit Purchase Options | (500) | ||
Repayments of notes payable to Andina related parties | (761) | ||
Repayments of acquisition notes payable | (370) | ||
Payment of contingent liability - RV America acquisition | |||
Loan issuance costs | (615) | ||
Net Cash (Used In) Provided by Financing Activities | 104,263 | (21,339) | |
Net Increase (Decrease) In Cash | 22,392 | 4,457 | |
Cash - Beginning | 10,671 | 26,603 | |
Cash - Ending | 33,063 | 10,671 | 31,060 |
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid during the period for interest | 372 | 2,877 | |
Cash paid during the period for income taxes net of refunds received | 10 | ||
Non-Cash Investing and Financing Activities | |||
Rental vehicles transferred to inventory, net | 138 | ||
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 | 345 | ||
Accrued dividends on Series A Preferred Stock | 1,184 | ||
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 | ||
Net assets acquired in the acquisition of Lazy Days' R.V. Center, Inc. | 106,391 | ||
Predecessor [Member] | |||
Cash Flows From Operating Activities | |||
Net income | 2,336 | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Stock based compensation | 140 | ||
Bad debt expense | |||
Depreciation and amortization of property and equipment | 1,058 | ||
Amortization of intangible assets | 154 | ||
Amortization of debt discount | 136 | ||
Loss/(gain) on sale of property and equipment | (1) | ||
Deferred income taxes | 630 | ||
Changes in operating assets and liabilities: | |||
Receivables | 5,143 | ||
Inventories | 1,435 | ||
Prepaid expenses and other | 44 | ||
Income tax receivable/payable | (3,573) | ||
Other assets | 18 | ||
Accounts payable, accrued expenses and other current liabilities | 2,463 | ||
Total Adjustments | 7,647 | ||
Net Cash Provided By (Used in) Operating Activities | 9,983 | ||
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 | |||
Purchases of property and equipment | (694) | ||
Net Cash Used In Investing Activities | (694) | ||
Cash Flows From Financing Activities | |||
Net (repayments)/borrowings under M&T bank floor plan | |||
Repayment of Bank of America floor plan | |||
Net repayments under floor plan with Bank of America | (12,272) | ||
Repayments under long term debt with Bank of America | (310) | ||
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) | ||
Payment of dividends on Series A preferred stock | |||
Repurchase of Unit Purchase Options | |||
Repayments of notes payable to Andina related parties | |||
Repayments of acquisition notes payable | |||
Payment of contingent liability - RV America acquisition | (667) | ||
Loan issuance costs | |||
Net Cash (Used In) Provided by Financing Activities | (13,393) | ||
Net Increase (Decrease) In Cash | (4,104) | ||
Cash - Beginning | $ 9,188 | 13,292 | |
Cash - Ending | 9,188 | ||
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid during the period for interest | 2,182 | ||
Cash paid during the period for income taxes net of refunds received | 3,587 | ||
Non-Cash Investing and Financing Activities | |||
Rental vehicles transferred to inventory, net | 89 | ||
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 | |||
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. | |||
Net assets acquired in the acquisition of Lazy Days' R.V. Center, Inc. |
Business Organization and Natur
Business Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2019 | |
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. (the “Company” or “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 in the state of 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 | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with Lazydays Holdings, Inc.’s and Lazy Days’ R.V. Center, Inc.’s consolidated financial statements and notes as of December 31, 2018 and 2017 and for the years then ended, included in the Annual Report on Form 10-K filed with the SEC on March 22, 2019. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Principles of Consolidation Successor The condensed consolidated financial statements in the period from March 15, 2018 to March 31, 2018 and January 1, 2019 to March 31, 2019 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, and Lazydays of Minneapolis LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor The condensed consolidated financial statements in the periods from January 1, 2018 to March 14, 2018 include the accounts of Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Arizona, LLC, Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile Hi RV, LLC (collectively, the “Predecessor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor and Successor Periods As a result of the Mergers, Holdings is the acquirer for accounting purposes and Lazydays R.V. Center, Inc. is the acquiree and the accounting predecessor. The financial statement presentation distinguishes the results into two distinct periods, the period up to March 15, 2018 (the “Acquisition Date”) (“Predecessor Period”) and the period including and after that date (the “Successor Period”). The Mergers were accounted for as a business combination using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting as of the effective time of the Transaction Merger, the accompanying condensed consolidated financial statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not directly comparable. The historical financial information of Andina (which was a special purpose acquisition company) prior to the business combination has not been reflected in the Predecessor financial statements as these historical amounts have been considered 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, the allowance for doubtful accounts and stock-based compensation. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting standard updates which clarified principles for recognizing revenue arising from contracts with customers (Accounting Standards Codification (“ASC”) 606 (“ASC 606”) which superseded existing accounting guidance for revenue recognition. The core principle of the revenue standard is that an entity recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance applies a five-step model for revenue measurement and recognition and also requires increased disclosures including the nature, amount, timing, and uncertainty of revenue and cash flows related to contracts with clients. The Company adopted the new revenue recognition standard at the beginning of the first quarter of fiscal 2019 using the modified retrospective method of adoption and applied the guidance to those contracts that were not completed as of December 31, 2018. Based on the evaluation, the Company did not identify customer contracts which will require different recognition under the new guidance. Revenues are recognized when control of the promised goods or services is transferred to the customers at the expected amount the Company is entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the condensed consolidated statements of income. The following table represents the Company’s disaggregation of revenue: Successor Predecessor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 New vehicles revenue $ 97,812 $ 25,285 $ 73,831 Preowned vehicle revenue 54,822 13,882 45,280 Parts, accessories, and related services 8,775 1,841 6,121 Finance and insurance revenue 9,715 2,437 6,861 Campground, rental, and other revenue 1,933 460 1,846 $ 173,057 $ 43,905 $ 133,939 Revenue from the sale of vehicles contracts is recognized at a point in time on delivery, transfer of title and completion of financing arrangements. Revenue from the sale of parts, accessories, and related services is recognized as services and parts are delivered or as a customer approves elements of the completion of service. Revenue from the sale of parts, accessories, and relatedservices is recognized in other revenue in the accompanying condensed consolidated statements of income. 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 condensed consolidated statements of income. Campground revenue is also recognized over the time period of use of the campground. 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 estimates for future chargebacks require judgment by management, and as a result there is an element of risk associated with these revenue streams. The Company recognized finance and insurance revenues, net of chargebacks, which is included in other revenue as follows (unaudited): Successor Predecessor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 Gross finance and insurance revenues $ 10,678 $ 2,517 $ 7,483 Chargebacks (963 ) (80 ) (622 ) Net Finance Revenue $ 9,715 $ 2,437 $ 6,861 The Company has an accrual for charge-backs which totaled $3,534 and $3,252 at March 31, 2019 and December 31, 2018, respectively, and is included in “Accounts payable, accrued expenses, and other current liabilities” in the accompanying condensed consolidated balance sheets. Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction. These contract liabilities are included in Note 5 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the Successor Period from January 1, 2019 to March 31, 2019, $1,399 of contract liabilities as of December 31, 2018 were recognized in revenue. 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 $1,522 and $1,275 as of March 31, 2019 and December 31, 2018, respectively. Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 9 – 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 ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the condensed consolidated statements of income. Earnings Per Share The Company computes basic and diluted earnings/(loss) per share (“EPS”) by dividing net earnings/(loss) by the weighted average number of shares of common stock outstanding during the period. 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 income (loss) attributable to common stockholders used in the calculation of basic and diluted loss per common share: Successor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 (Dollars in thousands - except per share amounts) Distributed earning allocated to common stock $ - $ - Undistributed earnings (loss) allocated to common stock 409 (2,911 ) Net earnings (loss) allocated to common stock 409 (2,911 ) Net earnings (loss) allocated to participating securities 251 - Net earnings (loss) allocated to common stock and participating securities $ 660 $ (2,911 ) Weighted average shares outstanding for basic earning per common share 9,695,234 9,668,250 Dilutive effect of warrants and options - - Weighted average shares outstanding for diluted earnings per share computation 9,695,234 9,668,250 Basic income (loss) per common share $ 0.04 $ (0.30 ) Diluted income (loss) per common share $ 0.04 $ (0.30 ) During the Successor Periods from January 1, 2019 to March 31, 2019 and March 15, 2018 to March 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 Weighted average outstanding common shares 8,355,735 8,471,608 Weighted average shares held in escrow - (142,857 ) Weighted average prefunded warrants 1,339,499 1,339,499 Weighted shares outstanding - basic and diluted 9,695,234 9,668,250 For the Successor Periods, 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: January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 Shares underlying Series A Convertible Preferred Stock - 5,962,733 Shares underlying warrants 4,677,458 4,677,458 Stock options 3,823,421 3,673,544 Shares underlying unit purchase options - 657,142 Share equivalents excluded from EPS 8,500,879 14,970,877 During the period from January 1, 2019 to March 31, 2019, the two-stock method excludes the dilutive shares issuable upon conversion of the Series A Convertible Preferred Stock. As of March 31, 2019, the Company did not declare and pay the dividend. As a result, the Series A Convertible Preferred Stock was convertible into 6,080,354 shares of common stock. Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled approximately $3,920 and $357 for the period from January 1, 2019 to March 31, 2019 and March 15, 2018 to March 31, 2018 (Successor Periods), respectively. Advertising and promotion charges were $2,624 for the Predecessor period from January 1, 2018 to March 14, 2018. Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. Seasonality The Company’s combined 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 January 1, 2019 to March 31, 2019, four major manufacturers accounted for 43.6%, 19.0%, 16.4% and 11.0% of RV purchases. During the Successor Period from March 15, 2018 to March 31, 2018, four major manufacturers accounted for 40.1%, 27.7%, 11.5%, and 11.3% of 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. 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 Percent of revenues generated by customers of the Florida location and the Colorado locations, which generate greater than 10% of revenues, were as follows (unaudited): Successor Predecessor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 Florida 75 % 77 % 81 % Colorado 10 % 16 % 11 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to March 31, 2019 through the date these condensed 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 condensed consolidated financial statements. 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. Recently Issued Accounting Standards The Company qualifies as an emerging growth company pursuant to the provision of the Jumpstart Our Business Startups (“JOBS”) Act. Section 107 of the JOBS Act provides that an emerging growth company can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period Act for complying with new or revised accounting standards |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 3 – BUSINESS COMBINATION 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 Trade names and trademarks are indefinite-lived assets and are not subject to amortization. The value of trade names, trademarks, and customer relationships was determined utilizing the relief from royalty method. The Company determined the fair value of the manufacturer relationships utilizing a discounted cash flow model. Direct transaction related costs consist of costs incurred in connection with the Merger Agreement. These costs totaled $2,730 for the period from March 15, 2018 to March 31, 2018 which primarily consisted of the business combination expenses of Andina that were contingent upon the completion of the Mergers. These costs total $381 for the period from January 1, 2018 to March 14, 2018. 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% per year. 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 (as defined below). 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. 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% per year. 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 378 Property and equipment 6,175 Intangible assets 4,610 Total assets acquired 34,693 Accounts payable, accrued expenses and other current liabilities 720 Floor plan notes payable 21,163 Total liabilities assumed 21,883 Net assets acquired $ 12,810 The fair value of consideration paid was as follows: Purchase Price: Cash consideration paid $ 15,300 Amounts due from former owners 24 Note payable issued to former owners 5,820 $ 21,144 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 $ 21,144 Less net assets acquired 12,810 Goodwill $ 8,334 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 The Company recorded approximately $13.0 million in revenue and ($0.1 million) in net loss prior to income taxes during the period from January 1, 2019 to March 31, 2019 related to these acquisitions. 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, 2018. For the three months ended March 31, 2019 2018 Revenue $ 173,057 $ 191,805 Income before income taxes $ 3,257 $ 6,360 Net income $ 2,024 $ 4,738 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. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – INVENTORIES Inventories consist of the following: Successor As of As of March 31, 2019 December 31, 2018 (Unaudited) New recreational vehicles $ 106,088 $ 129,361 Pre-owned recreational vehicles 34,963 34,905 Parts, accessories and other 3,711 4,387 144,762 168,653 Less: excess of current cost over LIFO (1,522 ) (1,275 ) $ 143,240 $ 167,378 |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | NOTE 5 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities consist of the following: Successor As of As of March 31, 2019 December 31, 2018 (Unaudited) Accounts payable $ 11,608 $ 10,642 Other accrued expenses 4,951 3,577 Customer deposits 4,791 2,511 Accrued compensation 3,463 2,164 Accrued charge-backs 3,534 3,252 Accrued interest 470 453 Total $ 28,817 $ 22,599 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 6 – DEBT M&T Financing Agreement On March 15, 2018, the Company terminated and replaced the Bank of America (“BOA”) credit facility with a $200,000 Senior Secured Credit Facility with M&T Bank (the “M&T Facility”). The M&T Facility includes a Floor Plan Facility (the “M&T Floor Plan Line of Credit”), a Term Loan (the “M&T Term Loan”), and a Revolving Credit Facility (the “M&T Revolver”). The M&T Facility will mature on March 15, 2021. The M&T Facility requires the Company to meet certain financial and other covenants and is secured by substantially all the assets of the Company. The costs of the M&T Facility were recorded as a debt discount. As of March 31, 2019, the payment of dividends by the Company (other than from proceeds of revolving loans) was permitted under the M&T Facility, so long as at the time of payment of any such dividend, no event of default existed under the M&T Facility, or would result from the payment of such dividend, and so long as any such dividend was permitted under the M&T Facility. As of March 31, 2019, the maximum amount of cash dividends that the Company could make from legally available funds to its stockholders was limited to an aggregate of $3,021 pursuant to a trailing twelve month calculation as defined in the M&T Facility. Floor Plan Line of Credit The $175,000 M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $45,000 may be used to finance pre-owned vehicle inventory and $4,500 may be used to finance rental units. Principal becomes due upon the sale of the related vehicle. The M&T Floor Plan Line of Credit shall accrue interest at either (a) the fluctuating 30-day LIBOR rate plus an applicable margin which ranges from 2.00% to 2.30% based upon the Company’s total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus an applicable margin ranging from 1.00% to 1.30% based upon the Company’s total leverage ratio (as defined in the M&T Facility). The Base Rate is defined in the M&T Facility as the highest of M&T’s prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. In addition, the Company will be charged for unused commitments at a rate of 0.15%. The M&T Floor Plan Line of Credit consists of the following: Successor As of March 31, 2019 As of December 31, 2018 (Unaudited) Floor plan notes payable, gross $ 124,007 $ 143,885 Debt discount (289 ) (416 ) Floor plan notes payable, net of debt discount $ 123,718 $ 143,469 Term Loan The $20,000 M&T Term Loan will be repaid in equal monthly principal installments of $242 plus accrued interest through the maturity date of March 15, 2021. At the maturity date, the Company will pay a principal balloon payment of $11,300 plus any accrued interest. The M&T Term Loan shall bear interest at (a) LIBOR plus an applicable margin of 2.25% to 3.00% based on the total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus a margin of 1.25% to 2.00% based on the total leverage ratio (as defined in the M&T Facility). As of March 31, 2019, there was $17,100 outstanding under the M&T term loan. Revolver The $5,000 M&T Revolver allows the Company to draw up to $5,000. The M&T Revolver shall bear interest at (a) 30-day LIBOR plus an applicable margin of 2.25% to 3.00% based on the total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus a margin of 1.25% 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 March 31, 2019, there were no outstanding borrowings under the M&T Revolver. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7 – INCOME TAXES The Company recorded a provision for federal and state income taxes of $1,185 for the Successor Period from January 1, 2019 to March 31, 2019, $449 for the Successor Period from March 15 for the Predecessor Period from January 1, 2018 to March 14, 2018 which represent effective tax rates of approximately 39%, 39%, and 24%, respectively. The Company’s effective tax rates differ from the federal statutory rate of 21% primarily due to local and state income tax rates, net of the federal tax effect as well as the non-deductibility of certain transaction costs and stock-based compensation expense. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 - COMMITMENTS AND CONTINGENCIES Employment Agreements The Company entered into an employment agreement with the Chief Executive Officer (“CEO”) of the Company effective as of the consummation of the Mergers. The employment agreement with the CEO provides for an initial base salary of $540 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 CEO’s target bonus is 100% of his base salary. The employment agreement also provides that the executive is to be granted an option to purchase shares of common stock of the Company (See Note 10 – Stockholders’ Equity). The employment agreement provides 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 two times the base salary and average bonus for the CEO. During May 2018, the Company entered into an offer letter with the Chief Financial Officer (the “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 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). He was also provided with a relocation allowance of $100 which the 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 10- 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. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | NOTE 9 – 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 condensed consolidated balance sheets. Based on an analysis of its features, a determination was made that the Series A Preferred Stock was more akin to equity. While the embedded conversion option (“ECO”) was subject to an anti-dilution price adjustment, since the ECO was clearly and closely related to the equity host, it was not required to be bifurcated and it was not accounted for as a derivative liability under ASC 815. After factoring in the relative fair value of the warrants issued in conjunction with the Series A Preferred Stock, the effective conversion price is $9.72 per share, compared to the market price of $10.29 per share on the date of issuance. As a result, a $3,392 beneficial conversion feature was recorded as a deemed dividend in the condensed consolidated statement of income because the Series A Preferred Stock is immediately convertible, with a credit to additional paid-in capital. The relative fair value of the warrants issued with the Series A Preferred Stock of $2,035 was recorded as a reduction to the carrying amount of the preferred stock in the condensed consolidated balance sheet. In addition, aggregate offering costs of $2,981 consisting of cash and the value of five-year warrants to purchase 178,882 shares of common stock at an exercise price of $11.50 per share issued to the placement agent were recorded as a reduction to the carrying amount of the preferred stock. The $632 value of the warrants was determined utilizing the Black-Scholes option pricing model using a term of 5 years, a volatility of 39%, a risk-free interest rate of 2.61%, and a 0% rate of dividends. The discount associated with the Series A Preferred Stock wasn’t accreted during the Successor Period because redemption was not currently deemed to be probable. The Company’s board of directors did not declare a dividend payment on the Series A Preferred Stock of $1,184 for the period from January 1, 2019 to March 31, 2019. The dividends were $1.97 per share of Series A Preferred Stock. As a result, the amount was added to the carrying amount of the Series A Preferred Stock and the dividend rate increased to 10% until such dividends are paid. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10 – STOCKHOLDERS’ EQUITY 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 of directors. See Note 9 – 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 of common stock outstanding on a fully diluted basis. The 2018 Plan is administered by the Compensation Committee of the board of directors, and provides for awards of options, stock appreciation rights, restricted stock, restricted stock units, warrants or other securities which may be convertible, exercisable or exchangeable for or into common stock. Due to the fact that the fair market value per share immediately following the closing of the Mergers was greater than $8.75 per share, the number of shares authorized for awards under the 2018 Plan was increased by a formula (as defined in the 2018 Plan) not to exceed 18% of shares of common stock then outstanding on a fully diluted basis. As of March 31, 2019, there were 1,145 shares of common stock available to be issued under the 2018 Plan. 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 were exercisable at $10.00 per unit, as a result of the Merger described in Note 3 – Business Combination and they were set to expire on November 24, 2020. The Unit Purchase Options represented the right to purchase an aggregate of 457,142 shares of common stock (which included 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 granted 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 were exercisable for cash or on a “cashless” basis, at the holder’s option, such that the holder could have used 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 had 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 The Company had the following activity related to shares of common stock underlying warrants: Shares of Common Stock Underlying Warrants Weighted Average Exercise Price Warrants outstanding January 1, 2019 4,677,458 $ 11.50 Granted - - Cancelled or Expired - - Exercised - - Warrants outstanding March 31, 2019 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. Stock Options Stock option activity is summarized below: Shares of Common Stock Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2019 3,658,421 $ 11.10 Granted 165,000 6.52 Cancelled or terminated - - Exercised - - Options outstanding at March 31, 2019 3,823,421 $ 10.90 4.0 - Options vested at March 31, 2019 28,152 $ 11.10 4.0 - 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 of common stock underlying the CEO’s stock options and 583,366 shares of common stock 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 the VWAP exceeding $13.125 per share; an additional 30% of the options shall vest upon the VWAP exceeding $17.50 per share; an additional 30% of the options shall vest upon the VWAP 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 a stock option award exercisable into 583,366 shares of common stock 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 $1,470 during the three months ended March 31, 2019 and $481 during the Successor Period from March 15, 2018 to March 31, 2018, which is included in operating expenses in the condensed consolidated statements of income. Awards with Service Conditions On March 16, 2018, the Company granted five-year stock options to purchase an aggregate of 99,526 shares of common stock 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 expected life was determined using the simplified method as the awards were determined to be plain-vanilla options. During the three months ended March 31, 2019, stock options to purchase 165,000 shares of common stock were issued to employees. The options had exercise prices ranging from $6.47 to $6.53. The options had a five year life and a four year vesting period. The fair value of the awards of $444 was determined using the Black-Scholes option pricing model based on the following range of assumptions: For the period from January 1, 2019 to March 31, 2019 Risk free interest rate 2.49%-2.51 % Expected term (years) 3.75 Expected volatility 52 % Expected dividends 0.00 % The expected life was determined using the simplified method as the awards were determined to be plain-vanilla options. The expense recorded for awards with service conditions was $44 during the Successor Period from January 1, 2019 to March 31, 2019 and $4 during the Successor Period from March 15, 2018 to March 31, 2018, which is included in operating expenses in the condensed consolidated statements of income. As of March 31, 2019, total unrecorded compensation cost related to all non-vested awards was $5,523 which is expected to be amortized over a weighted average service period of approximately 1.36 years. The weighted average grant date fair value of awards issued during January 1, 2019 to March 31, 2019 was $2.69 per share. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with Lazydays Holdings, Inc.’s and Lazy Days’ R.V. Center, Inc.’s consolidated financial statements and notes as of December 31, 2018 and 2017 and for the years then ended, included in the Annual Report on Form 10-K filed with the SEC on March 22, 2019. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
Principles of Consolidation | Principles of Consolidation Successor The condensed consolidated financial statements in the period from March 15, 2018 to March 31, 2018 and January 1, 2019 to March 31, 2019 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, and Lazydays of Minneapolis LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor The condensed consolidated financial statements in the periods from January 1, 2018 to March 14, 2018 include the accounts of Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Arizona, LLC, Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile Hi RV, LLC (collectively, the “Predecessor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor and Successor Periods As a result of the Mergers, Holdings is the acquirer for accounting purposes and Lazydays R.V. Center, Inc. is the acquiree and the accounting predecessor. The financial statement presentation distinguishes the results into two distinct periods, the period up to March 15, 2018 (the “Acquisition Date”) (“Predecessor Period”) and the period including and after that date (the “Successor Period”). The Mergers were accounted for as a business combination using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting as of the effective time of the Transaction Merger, the accompanying condensed consolidated financial statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not directly comparable. The historical financial information of Andina (which was a special purpose acquisition company) prior to the business combination has not been reflected in the Predecessor financial statements as these historical amounts have been considered 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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, the allowance for doubtful accounts and stock-based compensation. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting standard updates which clarified principles for recognizing revenue arising from contracts with customers (Accounting Standards Codification (“ASC”) 606 (“ASC 606”) which superseded existing accounting guidance for revenue recognition. The core principle of the revenue standard is that an entity recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance applies a five-step model for revenue measurement and recognition and also requires increased disclosures including the nature, amount, timing, and uncertainty of revenue and cash flows related to contracts with clients. The Company adopted the new revenue recognition standard at the beginning of the first quarter of fiscal 2019 using the modified retrospective method of adoption and applied the guidance to those contracts that were not completed as of December 31, 2018. Based on the evaluation, the Company did not identify customer contracts which will require different recognition under the new guidance. Revenues are recognized when control of the promised goods or services is transferred to the customers at the expected amount the Company is entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the condensed consolidated statements of income. The following table represents the Company’s disaggregation of revenue: Successor Predecessor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 New vehicles revenue $ 97,812 $ 25,285 $ 73,831 Preowned vehicle revenue 54,822 13,882 45,280 Parts, accessories, and related services 8,775 1,841 6,121 Finance and insurance revenue 9,715 2,437 6,861 Campground, rental, and other revenue 1,933 460 1,846 $ 173,057 $ 43,905 $ 133,939 Revenue from the sale of vehicles contracts is recognized at a point in time on delivery, transfer of title and completion of financing arrangements. Revenue from the sale of parts, accessories, and related services is recognized as services and parts are delivered or as a customer approves elements of the completion of service. Revenue from the sale of parts, accessories, and relatedservices is recognized in other revenue in the accompanying condensed consolidated statements of income. 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 condensed consolidated statements of income. Campground revenue is also recognized over the time period of use of the campground. 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 estimates for future chargebacks require judgment by management, and as a result there is an element of risk associated with these revenue streams. The Company recognized finance and insurance revenues, net of chargebacks, which is included in other revenue as follows (unaudited): Successor Predecessor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 Gross finance and insurance revenues $ 10,678 $ 2,517 $ 7,483 Chargebacks (963 ) (80 ) (622 ) Net Finance Revenue $ 9,715 $ 2,437 $ 6,861 The Company has an accrual for charge-backs which totaled $3,534 and $3,252 at March 31, 2019 and December 31, 2018, respectively, and is included in “Accounts payable, accrued expenses, and other current liabilities” in the accompanying condensed consolidated balance sheets. Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction. These contract liabilities are included in Note 5 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the Successor Period from January 1, 2019 to March 31, 2019, $1,399 of contract liabilities as of December 31, 2018 were recognized in revenue. |
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 $1,522 and $1,275 as of March 31, 2019 and December 31, 2018, respectively. |
Cumulative Redeemable Convertible Preferred Stock | Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 9 – 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 ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the condensed consolidated statements of income. |
Earnings Per Share | Earnings Per Share The Company computes basic and diluted earnings/(loss) per share (“EPS”) by dividing net earnings/(loss) by the weighted average number of shares of common stock outstanding during the period. 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 income (loss) attributable to common stockholders used in the calculation of basic and diluted loss per common share: Successor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 (Dollars in thousands - except per share amounts) Distributed earning allocated to common stock $ - $ - Undistributed earnings (loss) allocated to common stock 409 (2,911 ) Net earnings (loss) allocated to common stock 409 (2,911 ) Net earnings (loss) allocated to participating securities 251 - Net earnings (loss) allocated to common stock and participating securities $ 660 $ (2,911 ) Weighted average shares outstanding for basic earning per common share 9,695,234 9,668,250 Dilutive effect of warrants and options - - Weighted average shares outstanding for diluted earnings per share computation 9,695,234 9,668,250 Basic income (loss) per common share $ 0.04 $ (0.30 ) Diluted income (loss) per common share $ 0.04 $ (0.30 ) During the Successor Periods from January 1, 2019 to March 31, 2019 and March 15, 2018 to March 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 Weighted average outstanding common shares 8,355,735 8,471,608 Weighted average shares held in escrow - (142,857 ) Weighted average prefunded warrants 1,339,499 1,339,499 Weighted shares outstanding - basic and diluted 9,695,234 9,668,250 For the Successor Periods, 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: January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 Shares underlying Series A Convertible Preferred Stock - 5,962,733 Shares underlying warrants 4,677,458 4,677,458 Stock options 3,823,421 3,673,544 Shares underlying unit purchase options - 657,142 Share equivalents excluded from EPS 8,500,879 14,970,877 During the period from January 1, 2019 to March 31, 2019, the two-stock method excludes the dilutive shares issuable upon conversion of the Series A Convertible Preferred Stock. As of March 31, 2019, the Company did not declare and pay the dividend. As a result, the Series A Convertible Preferred Stock was convertible into 6,080,354 shares of common stock. |
Advertising Costs | Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled approximately $3,920 and $357 for the period from January 1, 2019 to March 31, 2019 and March 15, 2018 to March 31, 2018 (Successor Periods), respectively. Advertising and promotion charges were $2,624 for the Predecessor period from January 1, 2018 to March 14, 2018. |
Income Taxes | Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. |
Seasonality | Seasonality The Company’s combined 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 January 1, 2019 to March 31, 2019, four major manufacturers accounted for 43.6%, 19.0%, 16.4% and 11.0% of RV purchases. During the Successor Period from March 15, 2018 to March 31, 2018, four major manufacturers accounted for 40.1%, 27.7%, 11.5%, and 11.3% of 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. 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 Percent of revenues generated by customers of the Florida location and the Colorado locations, which generate greater than 10% of revenues, were as follows (unaudited): Successor Predecessor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 Florida 75 % 77 % 81 % Colorado 10 % 16 % 11 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. |
Subsequent Events | Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to March 31, 2019 through the date these condensed 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 condensed consolidated financial statements. |
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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company qualifies as an emerging growth company pursuant to the provision of the Jumpstart Our Business Startups (“JOBS”) Act. Section 107 of the JOBS Act provides that an emerging growth company can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the extended transition period Act for complying with new or revised accounting standards |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents the Company’s disaggregation of revenue: Successor Predecessor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 New vehicles revenue $ 97,812 $ 25,285 $ 73,831 Preowned vehicle revenue 54,822 13,882 45,280 Parts, accessories, and related services 8,775 1,841 6,121 Finance and insurance revenue 9,715 2,437 6,861 Campground, rental, and other revenue 1,933 460 1,846 $ 173,057 $ 43,905 $ 133,939 |
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 (unaudited): Successor Predecessor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 Gross finance and insurance revenues $ 10,678 $ 2,517 $ 7,483 Chargebacks (963 ) (80 ) (622 ) Net Finance Revenue $ 9,715 $ 2,437 $ 6,861 |
Summary of Net Income (Loss) Attribute to Common Stockholders | The following table summarizes net income (loss) attributable to common stockholders used in the calculation of basic and diluted loss per common share: Successor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 (Dollars in thousands - except per share amounts) Distributed earning allocated to common stock $ - $ - Undistributed earnings (loss) allocated to common stock 409 (2,911 ) Net earnings (loss) allocated to common stock 409 (2,911 ) Net earnings (loss) allocated to participating securities 251 - Net earnings (loss) allocated to common stock and participating securities $ 660 $ (2,911 ) Weighted average shares outstanding for basic earning per common share 9,695,234 9,668,250 Dilutive effect of warrants and options - - Weighted average shares outstanding for diluted earnings per share computation 9,695,234 9,668,250 Basic income (loss) per common share $ 0.04 $ (0.30 ) Diluted income (loss) per common share $ 0.04 $ (0.30 ) |
Schedule of Denominator of Basic and Dilutive Earnings Per Share | During the Successor Periods from January 1, 2019 to March 31, 2019 and March 15, 2018 to March 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 Weighted average outstanding common shares 8,355,735 8,471,608 Weighted average shares held in escrow - (142,857 ) Weighted average prefunded warrants 1,339,499 1,339,499 Weighted shares outstanding - basic and diluted 9,695,234 9,668,250 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | For the Successor Periods, 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: January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 Shares underlying Series A Convertible Preferred Stock - 5,962,733 Shares underlying warrants 4,677,458 4,677,458 Stock options 3,823,421 3,673,544 Shares underlying unit purchase options - 657,142 Share equivalents excluded from EPS 8,500,879 14,970,877 |
Schedule of Geographic Concentration Risk Percentage | Percent of revenues generated by customers of the Florida location and the Colorado locations, which generate greater than 10% of revenues, were as follows (unaudited): Successor Predecessor January 1, 2019 to March 31, 2019 March 15, 2018 to March 31, 2018 January 1, 2018 to March 14, 2018 Florida 75 % 77 % 81 % Colorado 10 % 16 % 11 % |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 378 Property and equipment 6,175 Intangible assets 4,610 Total assets acquired 34,693 Accounts payable, accrued expenses and other current liabilities 720 Floor plan notes payable 21,163 Total liabilities assumed 21,883 Net assets acquired $ 12,810 |
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 from former owners 24 Note payable issued to former owners 5,820 $ 21,144 |
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 $ 21,144 Less net assets acquired 12,810 Goodwill $ 8,334 |
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 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, 2018. For the three months ended March 31, 2019 2018 Revenue $ 173,057 $ 191,805 Income before income taxes $ 3,257 $ 6,360 Net income $ 2,024 $ 4,738 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: Successor As of As of March 31, 2019 December 31, 2018 (Unaudited) New recreational vehicles $ 106,088 $ 129,361 Pre-owned recreational vehicles 34,963 34,905 Parts, accessories and other 3,711 4,387 144,762 168,653 Less: excess of current cost over LIFO (1,522 ) (1,275 ) $ 143,240 $ 167,378 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 As of As of March 31, 2019 December 31, 2018 (Unaudited) Accounts payable $ 11,608 $ 10,642 Other accrued expenses 4,951 3,577 Customer deposits 4,791 2,511 Accrued compensation 3,463 2,164 Accrued charge-backs 3,534 3,252 Accrued interest 470 453 Total $ 28,817 $ 22,599 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Floor Plan Notes Payable | The M&T Floor Plan Line of Credit consists of the following: Successor As of March 31, 2019 As of December 31, 2018 (Unaudited) Floor plan notes payable, gross $ 124,007 $ 143,885 Debt discount (289 ) (416 ) Floor plan notes payable, net of debt discount $ 123,718 $ 143,469 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The Company had the following activity related to shares of common stock underlying warrants: Shares of Common Stock Underlying Warrants Weighted Average Exercise Price Warrants outstanding January 1, 2019 4,677,458 $ 11.50 Granted - - Cancelled or Expired - - Exercised - - Warrants outstanding March 31, 2019 4,677,458 $ 11.50 |
Schedule of Stock Option Activity | Stock option activity is summarized below: Shares of Common Stock Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2019 3,658,421 $ 11.10 Granted 165,000 6.52 Cancelled or terminated - - Exercised - - Options outstanding at March 31, 2019 3,823,421 $ 10.90 4.0 - Options vested at March 31, 2019 28,152 $ 11.10 4.0 - |
Schedule of Fair Value Assumptions of Awards | The fair value of the awards of $444 was determined using the Black-Scholes option pricing model based on the following range of assumptions: For the period from January 1, 2019 to March 31, 2019 Risk free interest rate 2.49%-2.51 % Expected term (years) 3.75 Expected volatility 52 % Expected dividends 0.00 % |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | |
Successor [Member] | ||||
Accrued charge-backs | $ 3,534 | $ 3,252 | ||
Revenue recognized, contract liabilities | 1,399 | |||
LIFO inventory value exceeds | 1,522 | $ 1,275 | ||
Dividend payable | ||||
Advertising and promotion costs | $ 357 | $ 3,920 | ||
Successor [Member] | Series A Convertible Preferred Stock [Member] | ||||
Conversion of stock into common stock | 6,080,354 | |||
Successor [Member] | Vendor 1 [Member] | ||||
Concentration risk, percentage | 40.10% | 43.60% | ||
Successor [Member] | Vendor 2 [Member] | ||||
Concentration risk, percentage | 27.70% | 19.00% | ||
Successor [Member] | Vendor 3 [Member] | ||||
Concentration risk, percentage | 11.50% | 16.40% | ||
Successor [Member] | Vendor 4 [Member] | ||||
Concentration risk, percentage | 11.30% | 11.00% | ||
Predecessor [Member] | ||||
Advertising and promotion costs | $ 2,624 | |||
Predecessor [Member] | Vendor 1 [Member] | ||||
Concentration risk, percentage | 36.10% | |||
Predecessor [Member] | Vendor 2 [Member] | ||||
Concentration risk, percentage | 21.40% | |||
Predecessor [Member] | Vendor 3 [Member] | ||||
Concentration risk, percentage | 18.20% | |||
Predecessor [Member] | Vendor 4 [Member] | ||||
Concentration risk, percentage | 16.10% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2019 | |
Successor [Member] | |||
Revenue | $ 43,905 | $ 173,057 | |
Predecessor [Member] | |||
Revenue | $ 133,939 | ||
New Vehicles Revenue [Member] | Successor [Member] | |||
Revenue | 25,285 | 97,812 | |
New Vehicles Revenue [Member] | Predecessor [Member] | |||
Revenue | 73,831 | ||
Preowned Vehicle Revenue [Member] | Successor [Member] | |||
Revenue | 13,882 | 54,822 | |
Preowned Vehicle Revenue [Member] | Predecessor [Member] | |||
Revenue | 45,280 | ||
Parts, Accessories, and Related Services [Member] | Successor [Member] | |||
Revenue | 1,841 | 8,775 | |
Parts, Accessories, and Related Services [Member] | Predecessor [Member] | |||
Revenue | 6,121 | ||
Finance and Insurance Revenue [Member] | Successor [Member] | |||
Revenue | 2,437 | 9,715 | |
Finance and Insurance Revenue [Member] | Predecessor [Member] | |||
Revenue | 6,861 | ||
Campground, Rental, and Other Revenue [Member] | Successor [Member] | |||
Revenue | $ 460 | $ 1,933 | |
Campground, Rental, and Other Revenue [Member] | Predecessor [Member] | |||
Revenue | $ 1,846 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Revenue Recognized of Finance and Insurance Revenues (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2019 | |
Successor [Member] | |||
Gross finance and insurance revenues | $ 2,517 | $ 10,678 | |
Chargebacks | (80) | (963) | |
Net Finance Revenue | $ 2,437 | $ 9,715 | |
Predecessor [Member] | |||
Gross finance and insurance revenues | $ 7,483 | ||
Chargebacks | (622) | ||
Net Finance Revenue | $ 6,861 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Net Income (Loss) Attribute to Common Stockholders (Details) - Successor [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 31, 2019 | |
Distributed earning allocated to common stock | ||
Undistributed earnings (loss) allocated to common stock | (2,911) | 409 |
Net earnings (loss) allocated to common stock | (2,911) | 409 |
Net earnings (loss) allocated to participating securities | 251 | |
Net earnings (loss) allocated to common stock and participating securities | $ (2,911) | $ 660 |
Weighted average shares outstanding for basic earning per common share | 9,668,250 | 9,695,234 |
Dilutive effect of warrants and options | ||
Weighted average shares outstanding for diluted earnings per share computation | 9,668,250 | 9,695,234 |
Basic income (loss) per common share | $ (0.30) | $ 0.04 |
Diluted income (loss) per common share | $ (0.30) | $ 0.04 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Denominator of Basic and Dilutive Earnings Per Share (Details) - Successor [Member] - shares | 1 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 31, 2019 | |
Weighted average outstanding common shares | 8,471,608 | 8,355,735 |
Weighted average shares held in escrow | (142,857) | |
Weighted average prefunded warrants | 1,339,499 | 1,339,499 |
Weighted shares outstanding - basic and diluted | 9,668,250 | 9,695,234 |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - Successor [Member] - shares | 1 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 31, 2019 | |
Share equivalents excluded from EPS | 14,970,877 | 8,500,879 |
Series A Convertible Preferred Stock [Member] | ||
Share equivalents excluded from EPS | 5,962,733 | |
Warrants [Member] | ||
Share equivalents excluded from EPS | 4,677,458 | 4,677,458 |
Stock Options [Member] | ||
Share equivalents excluded from EPS | 3,673,544 | 3,823,421 |
Shares Underlying Unit Purchase Options [Member] | ||
Share equivalents excluded from EPS | 657,142 |
Significant Accounting Polic_10
Significant Accounting Policies - Schedule of Geographic Concentration Risk Percentage (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2019 | |
Successor [Member] | Florida [Member] | |||
Concentration risk percentage | 77.00% | 75.00% | |
Successor [Member] | Colorado [Member] | |||
Concentration risk percentage | 16.00% | 10.00% | |
Predecessor [Member] | Florida [Member] | |||
Concentration risk percentage | 81.00% | ||
Predecessor [Member] | Colorado [Member] | |||
Concentration risk percentage | 11.00% |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 06, 2018 | Aug. 07, 2018 | Mar. 16, 2018 | Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Settlement of working capital | $ 563 | ||||||
Successor [Member] | |||||||
Cash payment in an acquisition | $ 86,741 | ||||||
Direct transaction costs | $ 2,730 | ||||||
Successor [Member] | Acquisition of Dealership [Member] | |||||||
Revenue related to acquisitions | 13,000 | ||||||
Net loss prior to income taxes related to acquisitions | $ (100) | ||||||
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] | Warrants [Member] | |||||||
Number of rights or warrants outstanding | 4,310,000 | ||||||
Andina Acquisition Corp II [Member] | IPO Rights [Member] | |||||||
Number of rights or warrants outstanding | 4,310,000 | ||||||
Shorewood RV Center [Member] | |||||||
Debt instrument, maturity date | Aug. 7, 2021 | ||||||
Monthly payments of principal and interest | $ 52 | ||||||
Debt instrument, interest rate | 4.75% | ||||||
Tennesse RV [Member] | |||||||
Debt instrument, maturity date | Dec. 6, 2022 | ||||||
Monthly payments of principal and interest | $ 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 Combination - Schedule
Business Combination - 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 | $ 23,530 | |
Accounts receivable and prepaid expenses | 378 | |
Property and equipment | 6,175 | |
Intangible assets | 4,610 | |
Total assets acquired | 34,693 | |
Accounts payable, accrued expenses and other current liabilities | 720 | |
Floor plan notes payable | 21,163 | |
Total liabilities assumed | 21,883 | |
Net assets acquired | $ 12,810 | |
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 Combination - Schedu_2
Business Combination - Schedule of Fair Value of Consideration Paid (Details) - USD ($) $ in Thousands | Mar. 16, 2018 | Mar. 14, 2018 | Dec. 31, 2018 |
Acquisition of Dealership [Member] | |||
Cash consideration paid | $ 15,300 | ||
Amounts due from former owners | 24 | ||
Note payable issued to former owners | 5,820 | ||
Total consideration | $ 21,144 | ||
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 Combination - Schedu_3
Business Combination - Schedule of Goodwill Associated with Merger (Details) - USD ($) $ in Thousands | Mar. 16, 2018 | Dec. 31, 2018 | Mar. 31, 2019 |
Goodwill | $ 36,762 | $ 36,729 | |
Acquisition of Dealership [Member] | |||
Total consideration | 21,144 | ||
Less net assets acquired | 12,810 | ||
Goodwill | $ 8,334 | ||
Predecessor [Member] | |||
Total consideration | $ 115,578 | ||
Less net assets acquired | 87,183 | ||
Goodwill | $ 28,395 |
Business Combination - Schedu_4
Business Combination - 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] | 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 Combination - Schedu_5
Business Combination - Schedule of Pro Forma Financial Information (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 173,057 | $ 191,805 |
Income before income taxes | 3,257 | 6,360 |
Net income | $ 2,024 | $ 4,738 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventories, net | $ 143,240 | $ 167,378 |
Successor [Member] | ||
Inventories, gross | 144,762 | 168,653 |
Less: excess of current cost over LIFO | (1,522) | (1,275) |
Inventories, net | 143,240 | 167,378 |
New Recreational Vehicles [Member] | Successor [Member] | ||
Inventories, gross | 106,088 | 129,361 |
Pre-owned Recreational Vehicles [Member] | Successor [Member] | ||
Inventories, gross | 34,963 | 34,905 |
Parts, Accessories and Other [Member] | Successor [Member] | ||
Inventories, gross | $ 3,711 | $ 4,387 |
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 | Mar. 31, 2019 | Dec. 31, 2018 |
Total | $ 28,817 | $ 22,599 |
Successor [Member] | ||
Accounts payable | 11,608 | 10,642 |
Other accrued expenses | 4,951 | 3,577 |
Customer deposits | 4,791 | 2,511 |
Accrued compensation | 3,463 | 2,164 |
Accrued charge-backs | 3,534 | 3,252 |
Accrued interest | 470 | 453 |
Total | $ 28,817 | $ 22,599 |
Debt (Details Narrative)
Debt (Details Narrative) - Successor [Member] - USD ($) $ in Thousands | Mar. 16, 2018 | Dec. 31, 2018 | Mar. 31, 2019 |
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 | $ 3,021 | ||
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% | ||
M&T Floor Plan Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||
Percentage of leverage ratio | 2.00% | ||
M&T Floor Plan Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||
Percentage of leverage ratio | 2.30% | ||
M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Minimum [Member] | |||
Percentage of leverage ratio | 1.00% | ||
M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Maximum [Member] | |||
Percentage of leverage ratio | 1.30% | ||
M&T Floor Plan Line of Credit [Member] | Pre-owned Vehicle Inventory [Member] | |||
Line of credit maximum borrowing capacity | $ 45,000 | ||
M&T Term Loan [Member] | |||
Term loan | 20,000 | ||
Repayments of loan monthly installments | $ 242 | ||
Debt instrument maturity date | Mar. 15, 2021 | ||
Principal balloon payment | $ 11,300 | ||
Amount outstanding | $ 17,100 | ||
M&T Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||
Percentage of leverage ratio | 2.25% | ||
M&T Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||
Percentage of leverage ratio | 3.00% | ||
M&T Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||
Percentage of leverage ratio | 1.25% | ||
M&T Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||
Percentage of leverage ratio | 2.00% | ||
M&T Revolver [Member] | |||
Line of credit maximum borrowing capacity | $ 5,000 | ||
M&T Revolver [Member] | Minimum [Member] | |||
Line of credit commitments percentage | 0.25% | ||
M&T Revolver [Member] | Maximum [Member] | |||
Line of credit commitments percentage | 0.50% | ||
M&T Revolver [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||
Percentage of leverage ratio | 2.25% | ||
M&T Revolver [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||
Percentage of leverage ratio | 3.00% | ||
M&T Revolver [Member] | Base Rate [Member] | Minimum [Member] | |||
Percentage of leverage ratio | 1.25% | ||
M&T Revolver [Member] | Base Rate [Member] | Maximum [Member] | |||
Percentage of leverage ratio | 2.00% |
Debt - Schedule of Floor Plan N
Debt - Schedule of Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Floor plan notes payable, net of debt discount | $ 123,718 | $ 143,469 |
Floor Plan Notes Payable [Member] | Successor [Member] | ||
Floor plan notes payable, gross | 124,007 | 143,885 |
Debt discount | (289) | (416) |
Floor plan notes payable, net of debt discount | $ 123,718 | $ 143,469 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2018 | Mar. 14, 2018 | Mar. 31, 2019 | |
Successor [Member] | |||
Provision for federal and state income taxes | $ 449 | $ 1,185 | |
Effective tax rates, percentage | 39.00% | 39.00% | |
Federal statutory rate, percentage | 21.00% | ||
Predecessor [Member] | |||
Provision for federal and state income taxes | $ 718 | ||
Effective tax rates, percentage | 24.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
May 31, 2018 | Mar. 31, 2019 | |
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% |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Nov. 24, 2015 | |
Preferred stock conversion price per share | $ 9.72 | |
Market price per share on the date of issuance | $ 10.29 | |
Beneficial conversion feature on series a convertible preferred stock | $ 3,392 | |
Reduction in preferred stock | $ 2,035 | |
Measurement Input, 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 | |
Series A Preferred Stock [Member] | ||
Preferred stock dividend rate percentage | 10.00% | |
Preferred stock, dividend payment terms | The Company's board of directors did not declare a dividend payment on the Series A Preferred Stock of $1,184 for the period from January 1, 2019 to March 31, 2019. The dividends were $1.97 per share of Series A Preferred Stock. As a result, the amount was added to the carrying amount of the Series A Preferred Stock and the dividend rate increased to 10% until such dividends are paid. | |
Dividend payment on preferred stock | $ 1,184 | |
Preferred stock, dividends per share | $ 1.97 | |
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 | Nov. 24, 2015 | Jan. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
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 | ||||||||
Granted stock options term | 5 years | |||||||||
Number of shares options granted | 165,000 | |||||||||
Expected term | 3 years 9 months | |||||||||
Expected dividend yield | 0.00% | |||||||||
Expected annual volatility | 52.00% | |||||||||
Stock options vesting term | 4 years | |||||||||
Minimum [Member] | ||||||||||
Stock options exercise price per share | $ 6.47 | |||||||||
Maximum [Member] | ||||||||||
Stock options exercise price per share | $ 6.53 | |||||||||
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% | |||||||||
Stock options vesting term | 3 years | |||||||||
Unit Purchase Options [Member] | ||||||||||
Stock option issued to purchase units | 400,000 | |||||||||
Stock expiration date | Nov. 24, 2020 | |||||||||
Stock option issued to purchase units price per share | $ 10 | |||||||||
Exchange of unit purchase options cancelled | $ 500 | |||||||||
Unit Purchase Options [Member] | Designees [Member] | ||||||||||
Purchased price of EBC units | $ 100 | |||||||||
Common Stock [Member] | ||||||||||
Shares Issuable pursuant to Andina rights | 57,142 | |||||||||
Number of warrant to purchase shares of common stock | 200,000 | |||||||||
Warrant exercise price | $ 11.50 | |||||||||
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 | 1,339,499 | |||||||||
Warrant exercise price | $ 0.01 | |||||||||
Five Year Incentive Stock Options [Member] | ||||||||||
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 | 99,526 | |||||||||
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 | |||||||||
CEO Stock Options [Member] | ||||||||||
Number of shares options granted | 1,458,414 | |||||||||
CFO Stock Options [Member] | ||||||||||
Number of shares options granted | 583,366 | |||||||||
Number of stock option exercisable | 583,366 | |||||||||
Number of options forfeited | 583,366 | |||||||||
New Five Year Incentive Stock Options [Member] | Non-Employee Directors [Member] | ||||||||||
Stock option issued to purchase units | 15,123 | |||||||||
Stock option issued to purchase units price per share | $ 10.40 | |||||||||
Stock Options [Member] | ||||||||||
Compensation cost unrecognized | $ 5,523 | |||||||||
Weighted average service period | 1 year 4 months 9 days | |||||||||
Weighted average grant date fair value of awards issued | $ 2.69 | |||||||||
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 | 1,145 | |||||||||
Successor [Member] | ||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||
Common stock, par value | $ 0.0001 | |||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||
Preferred stock, par value | $ 0.0001 | |||||||||
Fair value of the options issued | $ 444 | |||||||||
Stock based compensation related to awards with market conditions | $ 481 | 1,470 | ||||||||
Stock based compensation related to awards with service conditions | $ 4 | $ 44 | ||||||||
Increased Plan By Formula [Member] | 2018 Long-Term Incentive Equity Plan [Member] | ||||||||||
Maximum percentage on options may be issued | 18.00% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Equity [Abstract] | |
Shares of Common Stock Underlying Warrants outstanding beginning balance | shares | 4,677,458 |
Shares of Common Stock Underlying Warrants Granted | shares | |
Shares of Common Stock Underlying Warrants Cancelled or Expired | shares | |
Shares of Common Stock Underlying Warrants Exercised | shares | |
Shares of Common Stock Underlying Warrants outstanding ending balance | shares | 4,677,458 |
Weighted Average Exercise Price beginning balance | $ / shares | $ 11.50 |
Weighted Average Exercise Price Granted | $ / shares | |
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) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Equity [Abstract] | |
Shares of Common Stock Underlying Options, outstanding, January 1, 2019 | shares | 3,658,421 |
Shares of Common Stock Underlying Options, Granted | shares | 165,000 |
Shares of Common Stock Underlying Options, Cancelled or terminated | shares | |
Shares of Common Stock Underlying Options, Exercised | shares | |
Shares of Common Stock Underlying Options, outstanding, March 31, 2019 | shares | 3,823,421 |
Shares of Common Stock Underlying Options, vested March 31, 2019 | shares | 28,152 |
Weighted Average Exercise Price outstanding, January 1, 2019 | $ / shares | $ 11.10 |
Weighted Average Exercise Price, Granted | $ / shares | 6.52 |
Weighted Average Exercise Price, Cancelled or terminated | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price March 31, 2019 | $ / shares | 10.90 |
Weighted Average Exercise Price, vested March 31, 2019 | $ / shares | $ 11.10 |
Weighted Average Remaining Contractual Life March 31, 2019 | 4 years |
Weighted Average Remaining Contractual Life, vested March 31, 2019 | 4 years |
Aggregate Intrinsic Value, outstanding, March 31, 2019 | $ | |
Aggregate Intrinsic Value, vested, March 31, 2019 | $ |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Fair Value Assumptions of Awards (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Risk free interest rate, minimum | 2.49% |
Risk free interest rate, maximum | 2.51% |
Expected term (years) | 3 years 9 months |
Expected volatility | 52.00% |
Expected dividends | 0.00% |