Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 18, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Lazydays Holdings, Inc. | ||
Entity Central Index Key | 0001721741 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 26,300 | ||
Entity Common Stock, Shares Outstanding | 8,506,666 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 31,458 | $ 26,603 |
Receivables, net of allowance for doubtful accounts of $382 and $687 at December 31, 2019 and December 31, 2018, respectively | 16,025 | 16,967 |
Inventories | 160,864 | 167,378 |
Income tax receivable | 326 | 2,630 |
Prepaid expenses and other | 2,999 | 3,166 |
Total current assets | 211,672 | 216,744 |
Property and equipment, net | 86,876 | 78,043 |
Goodwill | 38,979 | 36,762 |
Intangible assets, net | 68,854 | 70,189 |
Other assets | 255 | 358 |
Total assets | 406,636 | 402,096 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 23,855 | 22,599 |
Income taxes payable | ||
Dividends payable | 1,210 | |
Floor plan notes payable, net of debt discount | 143,949 | 143,469 |
Financing liability, current portion | 936 | 714 |
Long-term debt, current portion | 5,993 | 4,408 |
Total current liabilities | 174,733 | 172,400 |
Long term liabilities | ||
Financing liability, non-current portion, net of debt discount | 63,557 | 60,533 |
Long term debt, non-current portion, net of debt discount | 15,573 | 19,013 |
Deferred tax liability | 16,450 | 18,717 |
Total liabilities | 270,313 | 270,663 |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2019 and December 31, 2018; liquidation preference of $65,910 and $61,210 as of December 31, 2019 and December 31, 2018, respectively | 60,893 | 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; 8,506,666 and 8,471,608 shares issued and 8,428,666 and 8,471,608 shares outstanding at December 31, 2019 and December 31, 2018, respectively | ||
Additional paid-in capital | 79,186 | 80,606 |
Treasury stock, 78,000 shares, at cost | (314) | |
Accumulated deficit | (3,442) | (4,156) |
Total stockholders' equity | 75,430 | 76,450 |
Total liabilities and stockholders' equity | $ 406,636 | $ 402,096 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 382 | $ 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 | $ 65,910 | $ 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 | 8,506,666 | 8,471,608 |
Common stock, shares outstanding | 8,428,666 | 8,471,608 |
Treasury stock, shares | 78,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Revenues | |||
New and pre-owned vehicles | $ 419,018 | $ 567,058 | |
Other | 55,237 | 77,854 | |
Total revenues | 474,255 | 644,912 | |
Cost applicable to revenues (excluding depreciation and amortization shown below) | |||
New and pre-owned vehicles (including adjustments to the LIFO reserve of $2,445, $1,276 and $148, respectively) | 358,757 | 493,121 | |
Other | 12,894 | 19,612 | |
Total cost applicable to revenue | 371,651 | 512,733 | |
Transaction costs | 3,460 | 865 | |
Depreciation and amortization | 8,204 | 10,813 | |
Stock-based compensation | 8,618 | 4,864 | |
Selling, general, and administrative expenses | 74,624 | 103,509 | |
Income from operations | 7,698 | 12,128 | |
Other income/expenses | |||
Gain on sale of property and equipment | 1 | 11 | |
Interest expense | (8,001) | (10,328) | |
Total other expense | (8,000) | (10,317) | |
Income (loss) before income tax expense | (302) | 1,811 | |
Income tax expense | (2,318) | (1,097) | |
Net income (loss) | (2,620) | 714 | |
Dividends on Series A Convertible Preferred Stock | (3,845) | (5,910) | |
Deemed dividend on Series A Convertible Preferred Stock | (3,392) | ||
Net loss attributable to common stock and participating securities | $ (9,857) | $ (5,196) | |
Succesor EPS: | |||
Basic and diluted loss per share | $ (1.02) | $ (0.53) | |
Weighted average shares outstanding - basic and diluted | 9,668,250 | 9,781,870 | |
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 $2,445, $1,276 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 | |||
Gain on sale of property and equipment | 1 | ||
Interest expense | (2,019) | ||
Total other expense | (2,018) | ||
Income (loss) before income tax expense | 3,054 | ||
Income tax expense | (718) | ||
Net income (loss) | $ 2,336 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Adjustments to LIFO reserve | $ 1,276 | $ 2,445 | |
Predecessor [Member] | |||
Adjustments to LIFO reserve | $ 148 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member]Predecessor [Member] | Common Stock [Member]Predecessor [Member] | Common Stock [Member]Successor [Member] | Treasury Stock [Member]Predecessor [Member] | Treasury Stock [Member]Successor [Member] | Additional Paid-In Capital [Member]Predecessor [Member] | Additional Paid-In Capital [Member]Successor [Member] | Retained Earnings [Member]Predecessor [Member] | Accumulated deficit [Member]Successor [Member] | Total Stockholders' Equity [Member]Predecessor [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 (loss) | 2,336 | 2,336 | |||||||||
Balance at Mar. 14, 2018 | $ 3 | $ (11) | $ 49,896 | $ 6,139 | $ 3,421 | $ (1,536) | $ 53,309 | $ 4,603 | |||
Balance, shares at Mar. 14, 2018 | 3,333,166 | 1,872,428 | 165 | ||||||||
Stock-based compensation | 8,618 | 8,618 | |||||||||
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 | |||||||||
Dividends on Series A preferred stock | (3,845) | (3,845) | |||||||||
Net income (loss) | (2,620) | (2,620) | |||||||||
Balance at Dec. 31, 2018 | 80,606 | (4,156) | 76,450 | ||||||||
Balance, shares at Dec. 31, 2018 | 8,471,608 | ||||||||||
Stock-based compensation | 4,864 | 4,864 | |||||||||
Dividends on Series A preferred stock | (5,910) | (5,910) | |||||||||
Repurchase of unit purchase options | (500) | (500) | |||||||||
Repurchase of treasury stock | $ (314) | (314) | |||||||||
Repurchase of treasury stock, shares | 78,000 | ||||||||||
Shares issued pursuant to the Employee Stock Purchase Plan | 126 | 126 | |||||||||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 35,058 | ||||||||||
Net income (loss) | 714 | 714 | |||||||||
Balance at Dec. 31, 2019 | $ (314) | $ 79,186 | $ (3,442) | $ 75,430 | |||||||
Balance, shares at Dec. 31, 2019 | 8,506,666 | 78,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Cash Flows From Operating Activities | |||
Net income (loss) | $ (2,620) | $ 714 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Stock based compensation | 8,618 | 4,864 | |
Bad debt expense | 816 | 339 | |
Depreciation and amortization of property and equipment | 5,583 | 6,848 | |
Amortization of intangible assets | 2,621 | 3,965 | |
Amortization of debt discount | 377 | 220 | |
Gain on sale of property and equipment | (1) | (11) | |
Deferred income taxes | (1,774) | (2,267) | |
Changes in operating assets and liabilities: | |||
Receivables | (2,686) | 629 | |
Inventories | (18,896) | 21,477 | |
Prepaid expenses and other | (479) | 291 | |
Income tax receivable/payable | (593) | 2,304 | |
Other assets | (157) | 103 | |
Accounts payable, accrued expenses and other current liabilities | (6,135) | (554) | |
Total Adjustments | (12,706) | 38,208 | |
Net Cash Provided By (Used In) Operating Activities | (15,326) | 38,922 | |
Cash Flows From Investing Activities | |||
Cash paid for acquisitions | (101,478) | (2,568) | |
Cash acquired in the purchase of Lazy Days' R.V. Center, Inc. | 9,188 | ||
Proceeds from sales of property and equipment | 41 | 37 | |
Purchases of property and equipment | (3,627) | (16,875) | |
Net Cash Used In Investing Activities | (95,876) | (19,406) | |
Cash Flows From Financing Activities | |||
Net (repayments)/borrowings under M&T bank floor plan | 123,619 | (11,151) | |
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 | (2,176) | (2,900) | |
Net proceeds from the issuance of Series A preferred stock and warrants | 57,650 | ||
Net proceeds from the issuance of common stock and warrants | 32,719 | ||
Proceeds from financing liability | 5,584 | 3,972 | |
Repayments of financing liability | (430) | (730) | |
Payment of dividends on Series A preferred stock | (2,635) | (1,210) | |
Repurchase of Unit Purchase Options | (500) | ||
Repurchase of treasury stock | (314) | ||
Proceeds from shares issued pursuant to the Employee Stock Purchase Plan | 126 | ||
Repayments of notes payable to Andina related parties | (761) | ||
Repayments of acquisition notes payable | (183) | (1,930) | |
Payment of contingent liability - RV America acquisition | |||
Loan issuance costs | (693) | (24) | |
Net Cash (Used In) Provided by Financing Activities | 127,134 | (14,661) | |
Net Increase (Decrease) In Cash | 15,932 | 4,855 | |
Cash - Beginning | 10,671 | 26,603 | |
Cash - Ending | $ 10,671 | 26,603 | 31,458 |
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid during the period for interest | 7,541 | 10,120 | |
Cash paid during the period for income taxes net of refunds received | 4,706 | 1,061 | |
Non-Cash Investing and Financing Activities | |||
Rental vehicles transferred to inventory, net | 598 | 2,792 | |
Conversion of Andina redeemable common stock to common stock of Lazydays Holdings, Inc. | 4,910 | ||
Fixed assets purchased with accounts payable | 818 | 1,546 | |
Rental equipment purchased under floor plan | |||
Accrued dividends on Series A Preferred Stock | 1,210 | 5,910 | |
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 | ||
Notes payable incurred in acquisitions | 5,820 | 3,045 | |
Net assets acquired in acquisitions | 21,034 | 5,613 | |
Net assets acquired in the acquisition of Lazy Days' R.V. Center, Inc. | 106,391 | ||
Predecessor [Member] | |||
Cash Flows From Operating Activities | |||
Net income (loss) | 2,336 | ||
Adjustments to reconcile net income to net cash provided by 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 | ||
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 | 13,292 | $ 9,188 | |
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. | |||
Fixed assets purchased with accounts payable | |||
Rental equipment purchased under floor plan | 2,911 | ||
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. | |||
Notes payable incurred in acquisitions | |||
Net assets acquired in acquisitions | |||
Net assets acquired in the acquisition of Lazy Days' R.V. Center, Inc. |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 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. (“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 seven locations including two 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. Lazydays RV also has a dedicated service center location near Houston, Texas which opened in February 2020. Through its subsidiaries, Lazydays RV sells and services new and pre-owned recreational vehicles, and sells related parts and accessories. It also offers to its customers such ancillary services as extended service contracts, overnight campground and restaurant facilities. The Company also arranges financing for vehicle sales through third-party financing sources. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation Successor The consolidated financial statements for the year ended December 31, 2019 and the period from March 15, 2018 to December 31, 2018 include the accounts of Holdings, Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, Lazydays Mile Hi RV, LLC, Lazydays of Minneapolis LLC, LDRV of Tennessee LLC, Lone Star Acquisition LLC, Lone Star Diversified LLC, LDRV Acquisition Corp of Nashville LLC, and LDRV of Nashville LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor The consolidated financial statements for the period 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 RV is the acquiree and the accounting predecessor. The financial statement presentation distinguishes the results into two distinct periods, the period up to March 14, 2018, the day before the mergers were consummated (the “Acquisition Date”) (“Predecessor Periods”) and the period including and after that date (the “Successor Period”). The Mergers were accounted for as a business combination using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting as of the effective time of the Transaction Merger, the accompanying consolidated financial statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not directly comparable. The historical financial information of Andina, which was a special purpose acquisition company prior to the business combination, has not been reflected in the Predecessor financial statements as these historical amounts have been considered immaterial. Accordingly, no other activity in the Company was reported in the Predecessor Period other than the activity of Lazydays RV. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, the allowance for doubtful accounts and stock-based compensation. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with its banks, the first $250 of which is insured by the Federal Deposit Insurance Corporation. There are no cash equivalents as of December 31, 2019 and 2018. 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”). 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 consolidated statements of operations. The following table represents the Company’s disaggregation of revenue: Successor Predecessor Year ended March 15, 2018 to January 1, 2018 to New vehicles revenue $ 353,228 $ 259,730 $ 73,831 Preowned vehicle revenue 213,830 159,288 45,280 Parts, accessories, and related services 35,607 24,791 6,121 Finance and insurance revenue 36,698 25,588 6,861 Campground, rental, and other revenue 5,549 4,858 1,846 $ 644,912 $ 474,255 $ 133,939 Revenue from the sale of vehicle 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 service 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 related service is recognized in other revenue in the accompanying consolidated statements of operations. Revenue from the rental of vehicles is recognized pro rata over the period of the rental agreement. The rental agreements are generally short-term in nature. Revenue from rentals is included in other revenue in the accompanying consolidated statements of operations. 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, less the addition to the charge-back allowance, which is included in other revenue as follows: Successor Predecessor Year ended December 31, 2019 March 15, 2018 to January 1, 2018 to Gross finance and insurance revenues $ 41,169 $ 27,926 $ 7,483 Additions to charge-back allowance (4,471 ) (2,338 ) (622 ) Net Finance Revenue $ 36,698 $ 25,588 $ 6,861 The Company has an accrual for charge-backs which totaled $4,221 and $3,252 at December 31, 2019 and December 31, 2018, respectively, and is included in “Accounts payable, accrued expenses, and other current liabilities” in the accompanying consolidated balance sheets. Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction. These contract liabilities are included in Note 9 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the year ended December 31, 2019, substantially all of the contract liabilities as of December 31, 2018 were recognized in revenue. Occupancy Costs As a retail merchandising organization, the Company has elected to classify occupancy costs as selling, general and administrative expense in the consolidated statements of operations. Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the year ended December 31, 2019, shipping and handling included as a component of revenue were $2,284. For the period from March 15, 2018 to December 31, 2018, shipping and handling included as a component of revenue were $1,896. For the period from January 1, 2018 to March 14, 2018 shipping and handling costs included as a component of revenue were $603. Receivables The Company sells to customers and arranges third-party financing, as is customary in the industry. Interest is not normally charged on receivables. Management establishes an allowance for doubtful accounts based on its historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $3,719 and $1,275 as of December 31, 2019 and 2018, respectively. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Improvements and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease. Successor Useful lives range from 2 to 39 years for buildings and improvements and from 2 to 12 years for vehicles and equipment. Predecessor Useful lives range from 15 to 20 years for buildings and improvements and from 2 to 7 years for vehicles and equipment. Goodwill and Intangible Assets The Company’s goodwill, trade names and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of the Company’s aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than the carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all our reporting units and perform a detailed quantitative test of impairment (Step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis, (Step 2) to measure such impairment. At December 31, 2019, the Company performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting units is less than their carrying amounts. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made that it is more likely than not that the fair value of the reporting units exceeded their carrying values and no impairments were identified at December 31, 2019. The Company’s manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. Successor The estimated useful lives are 7 to 12 years for both the manufacturer and customer relationships. Predecessor The estimated useful lives were 13 to 18 years for the manufacturer relationships. Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of costs of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures is deemed to be probable and reasonably estimable. Financing Costs Debt financing costs are recorded as a debt discount and are amortized over the term of the related debt. Amortization of debt discount included in interest expense was $220 for the year ended December 31, 2019 and $377 for the period from March 15, 2018 to December 31, 2018. Amortization of debt discount included in interest expense was $136 for the period from January 1, 2018 to March 14, 2018. Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying amount of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes no impairment of long-lived assets existed as of December 31, 2019 and 2018. Fair Value of Financial Instruments The carrying amounts of financial instruments approximate fair value as of December 31, 2019 and 2018 because of the relatively short maturities of these instruments. The carrying amount of the Company’s bank debt approximates fair value as of December 31, 2019 and 2018 because the debt bears interest at a rate that approximates the current market rate at which the Company could borrow funds with similar maturities. Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 15 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock until a dividend is declared by the Board of Directors. Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the consolidated statements of operations. Earnings Per Share The Company computes basic and diluted earnings/(loss) per share (“EPS”) by dividing net earnings/(loss) by the weighted average number of shares of common stock outstanding during the period. The Company is required, in periods in which it has net income, to calculate EPS using the two-class method. The two-class method is required because the Company’s Series A Preferred Stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock. Under the two-class method, earnings for the period are allocated on a pro-rata basis to the common and preferred stockholders. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: Successor Year ended March 15, 2018 to (Dollars in thousands - except per share and per share amounts) Distributed earnings allocated to common stock $ - $ - Undistributed loss allocated to common stock (5,196 ) (9,857 ) Net loss allocated to common stock (5,196 ) (9,857 ) Net earnings allocated to participating securities - - Net loss allocated to common stock and participating securities $ (5,196 ) $ (9,857 ) Weighted average shares outstanding for basic earnings per common share 9,781,870 9,668,250 Dilutive effect of warrants and options - - Weighted average shares outstanding for diluted earnings per common share 9,781,870 9,668,250 Basic loss per common share $ (0.53 ) $ (1.02 ) Diluted loss per common share $ (0.53 ) $ (1.02 ) During the Successor Period for the year ended December 31, 2019 and the period from March 15, 2018 to December 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: Year ended March 15, 2018 to December 31, 2018 Weighted average outstanding common shares 8,442,371 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 9,781,870 9,668,250 For the Successor Period for the year ended December 31, 2019 and the period from March 15, 2018 to December 31, 2018, 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: Year ended March 15, 2018 to December 31, 2018 Shares underlying Series A Convertible Preferred Stock 5,962,733 5,962,733 Shares underlying warrants 4,677,458 4,677,458 Stock options 3,798,818 3,658,421 Shares issuable under the Employee Stock Purchase Plan 49,300 - Shares underlying unit purchase options - 657,142 Share equivalents excluded from EPS 14,488,309 14,955,754 Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $12,083 for the year ended December 31, 2019 and $8,663 for the period from March 15, 2018 to December 31, 2018 (Successor Period). Advertising and promotion charges were $2,624 for the Predecessor period from January 1, 2018 to March 14, 2018. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest and penalties as income tax expense in the consolidated statements of operations. Seasonality The Company’s operations generally experience modestly higher vehicle sales in the first half of each year during the winter months at the Company’s largest location in Tampa, Florida. Vendor Concentrations The Company purchases its new recreational vehicles and replacement parts from various manufacturers. During the year ended December 31, 2019, four major manufacturers accounted for 33.9%, 20.5%, 20.2% and 14.7% of RV purchases. During the Successor period from March 15, 2018 to December 31, 2018, four major manufacturers accounted for 30.5%, 27.4%, 17.3% and 16.8% of RV purchases. During the Predecessor Period from January 1, 2018 to March 14, 2018, four major manufacturers accounted for 36.1%, 21.4%, 18.2%, and 16.1% of RV purchases. The Company is subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if the Company is in material breach of the agreement terms. Geographic Concentrations Revenues generated by customers of the Florida locations and the Colorado locations, which generate greater than 10% of revenues, were as follows: Successor Predecessor Year ended March 15, 2018 to January 1, 2018 to Florida 68 % 71 % 81 % Colorado 14 % 19 % 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. 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 (loss) income. Leases For operating leases, rent is recognized on a straight-line basis over the expected lease term, including cancellable option periods where the Company is reasonably assured to exercise the options. Differences between amounts paid and amounts expensed are recorded as deferred rent. Capital leases are recorded as an asset and an obligation at an amount equal to the present value of the future minimum lease payments during the lease term. Sale-leasebacks are transactions through which assets are sold at fair value and subsequently leased back from the buyer. Failed sale-leaseback transactions result in retention of the “sold” assets within property and equipment, with a financing lease obligation equal to the amount of proceeds received recorded as a financing liability, on the accompanying consolidated balance sheets. Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to December 31, 2019 through the date these consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the financial statements. On March 6, 2020, the Company amended its existing debt agreement with Manufacturers and Traders Trust Company (“M&T Bank”) to finance the previously incurred development expenditures with the addition of a $6.1 million mortgage. The mortgage shall bear interest at (a) LIBOR plus an applicable margin of 2.25% or (b) the Base Rate plus a margin of 1.25. The mortgage requires monthly payments of principal of $0.03 million and matures on March 15, 2021 when all remaining principal and interest payments become due. On March 10, 2020, the Company entered into an agreement for the sale of land to LD Murfreesboro TN Landlord, LLC for approximately $5 million. The Company has entered a lease agreement with the buyer with lease payments to commence upon completion of planned construction expected to total $17 million including land, the cost of which will be paid for by LD Murfreesboro TN Landlord, LLC. 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 provided by the JOBS Act for complying with new or revised accounting standards. In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard requires a modified-retrospective approach to adoption and is effective for interim and annual periods beginning after December 15, 2020 for emerging growth companies. In July 2018, the FASB further amended this standard to allow for a new transition method that offers the option to use the effective date as the date of initial application. We intend to elect this alternative transition method and therefore will not adjust comparative-period financial information. In addition, we intend to elect the package of practical expedients permitted under the transition guidance of the new standard to not reassess prior conclusions related to contracts that are or that contain leases, lease classification and initial direct costs. We do not expect that this standard will have a material impact on our Consolidated Statements of Operations. The primary effect of adoption will be the requirement to record the present value of lease liabilities for current operating leases and corresponding right-of-use (ROU) assets. Upon early adoption on January 1, 2020, we estimate we will have additional liabilities ranging from $15 million to $20 million with corresponding ROU assets of a similar amount for lease agreements in effect as of December 31, 2019. The actual impact will depend on our lease portfolio at the time of adoption. We are currently documenting processes and establishing internal controls to properly track, record and account for our lease portfolio. The new standard also provides practical expedients for the ongoing accounting. We also currently expect to elect the practical expedient to not separate lease and non-lease components for most of our asset classes. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This standard will be effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3 – BUSINESS COMBINATIONS Lazy Days’ R.V. Center, Inc. On March 15, 2018, the Company consummated the Mergers. Under the Merger Agreement, upon consummation of the Redomestication Merger, (i) each ordinary share of Andina was exchanged for one share of common stock of Holdings (“Holdings Shares”), except that holders of ordinary shares of Andina sold in its initial public offering (“public shares”) were entitled to elect instead to receive a pro rata portion of Andina’s trust account, as provided in Andina’s charter documents, (ii) each Andina IPO right (4,310,000 at March 15, 2018 prior to the Mergers) entitled the holder to receive one-seventh of a Holdings Share and (iii) each Andina warrant (4,310,000 at March 15, 2018) entitled the holder to purchase one-half of one Holdings Share at a price of $11.50 per whole share. Upon consummation of the Transaction Merger, the Lazydays RV’s stockholders received their pro rata portion of: (i) 2,857,189 Holdings Shares; and (ii) $86,741 in cash, subject to adjustments based on the Predecessor’s finalization of working capital and debt as of closing and also subject to any such Holdings Shares and cash that was issued and paid to the Predecessor’s option holders and participants under the transaction incentive plan (the “Transaction Incentive Plan”). During the Successor period, 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. 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 recipients 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 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 Weighted Average Amortization Period in Years Trade Names, Service Marks and Domain Names $ 30,100 Indefinite Customer Lists $ 9,100 12 years Dealer Agreements $ 29,000 12 Years Total intangible assets $ 68,200 Trade names and trademarks are indefinite-lived assets and are not subject to amortization. The value of trade names, trademarks, and customer relationships was determined utilizing the relief from royalty method. The Company determined the fair value of the manufacturer relationships utilizing a discounted cash flow model. Direct transaction related costs consist of costs incurred in connection with the Mergers. These costs totaled $2,730 for the period from March 15, 2018 to December 31, 2018 which primarily consisted of the business combination expenses of Andina that were contingent upon the completion of the Mergers. These costs total $381 for the period from January 1, 2018 to March 14, 2018. Acquisitions of Dealerships On August 7, 2018, the Company consummated its asset purchase agreement with Shorewood RV Center (“Shorewood”). The Company simultaneously entered into a real estate purchase agreement with the owners of Shorewood for the land and building at the Shorewood location. The purchase price consisted of cash and a note payable to the seller of Shorewood, 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 and has added the inventory to the M&T Floor Plan Line of Credit (as defined in Note 10). 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. On August 1, 2019, the Company consummated its asset purchase agreement with Alliance Coach Inc. (“Alliance”). The purchase price consisted of cash and a note payable to the seller of Alliance. The note payable is a two year note which matures on August 1, 2021, which requires monthly payments of $134 in principal and interest. The note bears interest at 5.0% per year. As part of the acquisition, the Company acquired the inventory of Alliance 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, Tennessee RV and Alliance constituted a business. As a result, the Company determined its allocation of the fair value of the assets acquired and the liabilities assumed for Shorewood RV Center, Tennessee RV and its preliminary allocation for Alliance as follows: 2019 2018 Inventories $ 12,171 $ 23,530 Accounts receivable and prepaid expenses 53 378 Property and equipment 77 6,175 Intangible assets 2,630 4,610 Total assets acquired 14,931 34,693 Accounts payable, accrued expenses and other current liabilities 243 719 Floor plan notes payable 11,434 21,163 Total liabilities assumed 11,677 21,882 Net assets acquired $ 3,254 $ 12,811 The fair value of consideration paid was as follows: Purchase Price: 2019 2018 Cash consideration paid $ 2,568 $ 15,300 Amounts due (from) to former owners (107 ) 24 Note payable issued to former owners 3,045 5,820 $ 5,506 $ 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, Tennessee RV and Alliance. Goodwill associated with the transaction is detailed below: 2019 2018 Total consideration $ 5,506 $ 21,144 Less net assets acquired 3,254 12,811 Goodwill $ 2,252 $ 8,333 The following table summarizes the Company’s allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closings during 2018. Gross Asset Amount at Weighted Average Amortization Period in Years Customer Lists $ 210 7-8 years Dealer Agreements $ 4,400 7-8 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 during 2019. Gross Asset Amount at Weighted Average Amortization Period in Years Customer Lists $ 230 7 years Dealer Agreements $ 2,400 7 years The Company recorded approximately $91.2 million in revenue and $3.9 million in net income prior to income taxes during the year ended December 31, 2019 related to these acquisitions. The Company recorded approximately $9.0 million in revenue and ($0.1 million) in net loss prior to income taxes during the period from March 15, 2018 to December 31, 2018 related to these acquisitions. 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, Tennessee RV and Alliance had been consummated on January 1, 2018. For the year ended December 31, 2019 2018 Revenue $ 676,900 $ 715,965 Income before income taxes $ 1,960 $ 8,234 Net (loss) income $ 832 $ 3,776 The Company adjusted the combined (loss) income of Lazydays RV with Andina, Shorewood, Tennessee RV and Alliance and adjusted net (loss) income to eliminate business combination expenses as well as the incremental depreciation and amortization associated with the purchase price allocation for Andina, Shorewood, and Tennessee RV and the preliminary purchase price allocation for Alliance to determine pro forma net (loss) income. Goodwill that is deductible for tax purposes was determined to be $15,406. |
Receivables, Net
Receivables, Net | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Receivables, Net | NOTE 4 – RECEIVABLES, NET Receivables consist of the following: Successor As of As of December 31, 2019 December 31, 2018 Contracts in transit and vehicle receivables $ 11,544 $ 12,291 Manufacturer receivables 3,539 3,823 Finance and other receivables 1,324 1,540 16,407 17,654 Less: Allowance for doubtful accounts (382 ) (687 ) $ 16,025 $ 16,967 Contracts in transit represent receivables from financial institutions for the portion of the vehicle and other products sales price financed by the Company’s customers through financing sources arranged by the Company. Manufacturer receivables are due from the manufacturers for incentives, rebates, and other programs. These incentives and rebates are treated as a reduction of cost of revenues. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories consist of the following: Successor As of As of December 31, 2019 December 31, 2018 New recreational vehicles $ 124,096 $ 129,361 Pre-owned recreational vehicles 36,639 34,905 Parts, accessories and other 3,848 4,387 164,583 168,653 Less: excess of current cost over LIFO (3,719 ) (1,275 ) $ 160,864 $ 167,378 During 2019, the Company retired the RV rental units and moved the rental units to used inventory for sale. Upon transfer to used inventory, the carrying value of these units was adjusted to market value for similar units acquired by the Company for resale. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: Successor As of As of December 31, 2019 December 31, 2018 Land $ 22,496 $ 15,555 Building and improvements including leasehold improvements 62,206 55,761 Furniture and equipment 6,747 5,044 Company vehicles and rental units 747 4,856 Construction in progress 5,603 2,359 97,799 83,575 Less: Accumulated depreciation and amortization (10,923 ) (5,532 ) $ 86,876 $ 78,043 Depreciation and amortization expense is set forth in the table below: Successor Predecessor Year ended December 31, 2019 March 15, 2018 to January 1, 2018 to Depreciation $ 6,848 $ 5,583 $ 1,058 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 7 – INTANGIBLE ASSETS Intangible assets and the related accumulated amortization are summarized as follows: As of December 31, 2019 As of December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 35,800 $ 5,180 $ 30,620 $ 33,400 $ 2,015 $ 31,385 Customer relationships 9,540 1,406 8,134 9,310 606 8,704 45,340 6,586 38,754 42,710 2,621 40,089 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 30,100 - 30,100 $ 75,440 $ 6,586 $ 68,854 $ 72,810 $ 2,621 $ 70,189 Amortization expense is set forth in the table below: Successor Predecessor January 1, 2019 to December 31, 2019 March 15, 2018 to January 1, 2018 to March 14, 2018 Amortization $ 3,965 $ 2,621 $ 154 Estimated future amortization expense is as follows: Years ending 2020 $ 4,187 2021 4,187 2022 4,187 2023 4,187 2024 4,187 Thereafter 17,819 $ 38,754 As of December 31, 2019, the weighted average remaining amortization period was 9.6 years. |
Financing Liability
Financing Liability | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Financing Liability | NOTE 8 – FINANCING LIABILITY On December 23, 2015, the Predecessor sold certain land, building and improvements for $56,000 and is leasing back the property from the purchaser over a non-cancellable period of 20 years. The lease contains renewal options at lease termination, with three options to renew for 10 additional years each and contains a right of first offer in the event the property owner intends to sell any portion or all of the property to a third party. These rights and obligations constitute continuing involvement, which resulted in failed sale-leaseback (financing) accounting. The financing liability has an implied interest rate of 7.3%. At the conclusion of the 20-year lease period, the financing liability residual will be $11,000, which will correspond to the carrying value of the land. On August 7, 2018, the Successor sold certain land, building and improvements for $5,350 and is leasing back the property from the purchaser over a non-cancellable period of 20 years (See Note 3 – Business Combinations). The lease contains renewal options at lease termination, with three options to renew for 10 additional years each and contains a right of first offer in the event the property owner intends to sell any portion or all of the property to a third party. These rights and obligations constitute continuing involvement, which resulted in failed sale-leaseback (financing) accounting. The financing liability has an implied interest rate of 7.9%. At the conclusion of the 20-year lease period, the financing liability residual will be $1,780, which will correspond to the carrying value of the land. As part of the lease, the Company could have drawn up to $5,000 from the lessor through September 30, 2019 to pay for certain improvements on the premises. As of December 31, 2019, the Company drew $4,206 to make such improvements. Repayments on advances are made over the term of the lease and are factored into the calculation of the outstanding financing liability. Annual payments are made at a rate of the amount of the outstanding advance multiplied by an advance rate of 8%. The financing liabilities, net of debt discount, is summarized as follows: As of As of December 31, 2019 December 31, 2018 Financing liability $ 64,568 $ 61,324 Debt discount (75 ) (77 ) Financing liability, net of debt discount 64,493 61,247 Less: current portion 936 714 Financing liability, non-current portion $ 63,557 $ 60,533 The future minimum payments required by the arrangements are as follows: Years ending Principal Interest Total Payments 2020 936 4,700 5,636 2021 1,124 4,626 5,750 2022 1,327 4,537 5,864 2023 1,549 4,433 5,982 2024 1,790 4,311 6,101 Thereafter 45,062 33,498 78,560 $ 51,788 $ 56,105 $ 107,893 For the year ended December 31, 2019, the Company made interest payments of $4,655 and principal payments of $730. For the period from March 15, 2018 to December 31, 2018, the Successor made interest payments of $3,236 and principal payments of $430. For the period from January 1, 2018 to March 14, 2018, the Predecessor made interest payments of $1,020 and principal payments of $144. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities consist of the following: As of As of December 31 2019 December 31, 2018 Accounts payable $ 11,231 $ 10,642 Other accrued expenses 3,392 3,577 Customer deposits 2,267 2,511 Accrued compensation 2,388 2,164 Accrued charge-backs 4,221 3,252 Accrued interest 356 453 Total $ 23,855 $ 22,599 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10 – DEBT Successor Debt M&T Financing Agreement On March 15, 2018, the Company terminated and replaced the Bank of America (“BOA”) credit facility with a $200,000 Senior Secured Credit Facility with M&T Bank (the “M&T Facility”). The M&T Facility includes a Floor Plan Facility (the “M&T Floor Plan Line of Credit”), a Term Loan (the “M&T Term Loan”), and a Revolving Credit Facility (the “M&T Revolver”). The M&T Facility will mature on March 15, 2021. The M&T Facility requires the Company to meet certain financial and other covenants and is secured by substantially all of the assets of the Company. The costs of the M&T Facility were recorded as a debt discount. On March 15, 2018, the Company repaid $96,740 outstanding under the BOA floor plan notes payable and $8,820 outstanding under the BOA term loan with the proceeds of the M&T Facility. As of December 31, 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 December 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 $4,446 pursuant to a trailing twelve month calculation as defined in the M&T Facility. The $175,000 M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $45,000 may be used to finance pre-owned vehicle inventory and $4,500 may be used to finance rental units. Principal becomes due upon the sale of the related vehicle. The M&T Floor Plan Line of Credit shall accrue interest at either (a) the fluctuating 30-day London Interbank Offered Rate (“LIBOR”) rate plus an applicable margin which ranges from 2.00% to 2.30% based upon the Company’s total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus an applicable margin ranging from 1.00% to 1.30% based upon the Company’s total leverage ratio (as defined in the M&T Facility). The Base Rate is defined in the M&T Facility as the highest of M&T’s prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. In addition, the Company will be charged for unused commitments at a rate of 0.15%. The interest rate in effect as of December 31, 2019 was 3.80%. Principal payments become due upon the sale of the vehicle. Additionally, principal payments are required to be made once the vehicle reaches a certain number of days on the lot. The average outstanding principal balance was $114,008 and the related floor plan interest expense was $4,412. The M&T Floor Plan Line of Credit consists of the following as of December 31, 2019 and 2018: As of December 31, 2019 As of December 31, 2018 Floor plan notes payable, gross $ 144,133 $ 143,885 Debt discount (184 ) (416 ) Floor plan notes payable, net of debt discount $ 143,949 $ 143,469 The $20,000 M&T Term Loan will be repaid in equal monthly principal installments of $242 plus accrued interest through the maturity date of March 15, 2021. At the maturity date, the Company will pay a principal balloon payment of $11,300 plus any accrued interest. The M&T Term Loan shall bear interest at (a) LIBOR plus an applicable margin of 2.25% to 3.00% based on the total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus a margin of 1.25% to 2.00% based on the total leverage ratio (as defined in the M&T Facility). The interest rate in effect at December 31, 2019 was 4.25%. Long-term debt consists of the following as of December 31, 2019 and 2018: As of December 31, 2019 As of December 31, 2018 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan $ 14,925 $ (47 ) $ 14,878 $ 17,825 $ (42 ) $ 17,783 Acquisition notes payable (See Note 3) 6,688 - 6,688 5,638 - 5,638 Total long-term debt 21,613 (47 ) 21,566 23,463 (42 ) 23,421 Less: current portion 5,993 - 5,993 4,408 - 4,408 Long term debt, non-current $ 15,620 $ (47 ) $ 15,573 $ 19,055 $ (42 ) $ 19,013 Future maturities of long term debt are as follows: Future Maturities of Long Term Debt Years ending December 31, 2020 5,993 2021 14,526 2022 1,094 Total $ 21,613 The $5,000 M&T Revolver allows the Company to draw up to $5,000. The M&T Revolver shall bear interest at (a) 30-day LIBOR plus an applicable margin of 2.25% to 3.00% based on the total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus a margin of 1.25% to 2.00% based on the total leverage ratio (as defined in the M&T Facility). The M&T Revolver is also subject to unused commitment fees at rates varying from 0.25% to 0.50% based on the total leverage ratio (as defined in the M&T Facility). During the Successor period ended December 31, 2019, there were no outstanding borrowings under the M&T Revolver. The M&T Revolver also includes a $1,000 Letter of Credit Sublimit which decreases the availability of the line. As of December 31, 2019, there were $162 outstanding letters of credit. As a result, there was $4,838 available under the M&T Revolver. Predecessor Debt On February 27, 2017, the Predecessor and BOA amended the floor plan notes payable asset-based borrowing facility to (a) increase the aggregate availability from $120 million to $140 million; (b) modify certain financial covenants; (c) decrease the interest rate applicable to the facility over time until it reaches LIBOR plus 2.25% for the period from November 1, 2017 until the maturity date (November 18, 2018) of the facility; and (d) amend or modify other terms and conditions. The entire facility could be used to finance new vehicle inventory but only up to $40.0 million could be used to finance pre-owned vehicle inventory, of which a maximum of $5.0 million could be used to finance rental units. Principal was due upon the sale of the respective vehicle. The BOA floor plan notes payable was repaid with the transition to the M&T Floor Plan Line of Credit on March 15, 2018. On November 18, 2015, the Company entered into a credit agreement with Bank of America for an aggregate commitment amount of $20,000, which includes two facilities (the “BOA Credit Agreement”). The first of two facilities under the BOA Credit Agreement was a $13,000 term note payable (“Term Loan”) which was collateralized by accounts receivable, inventory and equipment. The principal balance on the Term Loan was repaid on March 15, 2018 when the Company switched lenders to M&T Bank. The second of the two facilities under the BOA Credit Agreement was a $7,000 revolving line of credit. The revolving line of credit carried interest at LIBOR plus 3.5% per annum and had no minimum payment requirements. The revolver was no longer available upon the change to M&T bank on March 15, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – INCOME TAXES The components of the Company’s income tax expense (benefit) are as follows: Successor Predecessor Year ended March 15, 2018 to January 1, 2018 to Current: Federal $ 2,699 $ 3,483 $ 85 State 664 609 3 3,363 4,092 88 Deferred: Federal (1,746 ) (1,738 ) 460 State (520 ) (36 ) 170 (2,266 ) (1,774 ) 630 Income tax expense $ 1,097 $ 2,318 $ 718 A reconciliation of income taxes calculated using the statutory federal income tax rate (21% in 2019 and 2018) to the Company’s income tax expense is as follows: Successor Predecessor Year Ended December 31, 2019 March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 Amount % Amount % Amount % Income taxes at statutory rate $ 380 21.0 % $ (59 ) 21.0 % $ 635 21.0 % Non-deductible expense 43 2.4 % 35 -12.4 % 10 0.3 % State income taxes, net of federal tax effect (75 ) -4.2 % 500 -177.4 % 110 3.6 % Transaction costs (61 ) -3.4 % 623 -221.3 % 578 18.9 % Stock-based compensation and officer compensation 824 43.0 % 1,248 -442.7 % (241 ) -7.9 % Long-term incentive plan - 0.0 % - 0.0 % (412 ) -13.5 % Effect of increase in statutory rate for current year - 0.0 % - 0.0 % - 0.0 % Tax rate adjustments - 0.0 % - 0.0 % - 0.0 % Other credits and changes in estimate and true ups (14 ) 1.8 % (29 ) 10.6 % 38 1.3 % Income tax expense $ 1,097 60.6 % $ 2,318 -822.2 % $ 718 23.7 % Due to limitations on the deductibility of compensation under Section 162(m) stock-based compensation expense attributable to certain employees has been treated as a permanent difference in the calculation of tax expense for the Successor Period. The Company does not expect that these expenses will be deductible on the estimated exercise date of the awards. As such, no deferred tax asset has been established related to these amounts. Deferred tax assets and liabilities were as follows: As of As of December 31, December 31, 2019 2018 Deferred tax assets: Accounts receivable $ 96 $ 173 Accrued charge-backs 1,063 821 Other accrued liabilities 166 407 Goodwill - - Financing liability 16,247 15,463 Transaction costs - - Stock based compensation 894 676 Other, net 262 192 18,728 17,732 Deferred tax liabilities: Prepaid expenses (271 ) (370 ) Goodwill (370 ) (115 ) Inventories (4,702 ) (4,939 ) Property and equipment (15,457 ) (16,027 ) Intangible assets (14,378 ) (14,998 ) (35,178 ) (36,449 ) Net deferred tax (liabilities)/assets $ (16,450 ) $ (18,717 ) No significant increases or decreases in the amounts of unrecognized tax benefits are expected in the next 12 months. The Company is subject to U.S. federal income tax and income tax in the states of Florida, Arizona, Colorado, Minnesota, and Tennessee. The Company is no longer subject to the examination by Federal and state taxing authorities for years prior to 2016 with the exception of Florida which has completed its examinations through December 31, 2017 with no additional taxes due. The Company recognizes interest and penalties related to income tax matters in income tax (benefit) expense. Interest and penalties recorded in the statements of operations for the periods presented were insignificant. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12 – RELATED PARTY TRANSACTIONS On March 15, 2018, the non-executive Chairman of the Board of Andina was repaid aggregate outstanding notes payable totaling $661. In addition, $100 was repaid to other employees of Andina who held notes payable with the Company. On March 15, 2018, in connection with the Mergers, the Company paid Hydra Management, LLC, an affiliate of A. Lorne Weil, an initial shareholder of Andina and the father of B. Luke Weil, a member of the Company’s Board of Directors, $500 as compensation for advisory services in connection with the Mergers. On December 18, 2019, pursuant to the Company’s stock repurchase program, the Company repurchased 75,000 shares of common stock from B. Luke Weil for $302 including broker fees. (See Note 16-Stockholders’ Equity) |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 13 – EMPLOYEE BENEFIT PLANS The Company has a 401(k) plan with profit sharing provisions (the “Plan”). The Plan covers substantially all employees. The Plan allows employee contributions to be made on a salary reduction basis under Section 401(k) of the Internal Revenue Code. Under the 401(k) provisions, the Company makes discretionary matching contributions to employees’ 401(k). The Company made contributions to the Plan of $785 for the year ended December 31, 2019 and $676 during the period from March 15, 2018 to December 31, 2018. The Predecessor made contributions to the Plan of $179 during the period from January 1, 2018 to March 14, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 - COMMITMENTS AND CONTINGENCIES Employment Agreements The Company entered into employment agreements with the Chief Executive Officer (“CEO”) and the former Chief Financial Officer (“CFO”) of the Company effective as of the consummation of the Mergers. The employment agreements with the CEO and the former CFO provide for initial base salaries of $540 and $325, respectively, subject to annual discretionary increases. In addition, each executive is eligible to participate in any employee benefit plans adopted by the Company from time to time and is eligible to receive an annual cash bonus based on the achievement of performance objectives. The CEO’s target bonus is 100% of his base salary and the former CFO’s target bonus was 75% of her base salary. The employment agreements also provide that each executive is to be granted an option to purchase shares of common stock of the Company (See Note 16 – Stockholders’ Equity). The employment agreements provide that if the CEO is terminated for any reason, he is entitled to receive any accrued benefits, including any earned but unpaid portion of base salary through the date of termination, subject to withholding and other appropriate deductions. In addition, in the event the executive resigns for good reason or is terminated without cause (all as defined in the employment agreement) prior to January 1, 2022, subject to entering into a release, the Company will pay the executive severance equal to (i) two times base salary and average bonus for the CEO and (ii) one times base salary and average bonus for the former CFO. On April 30, 2018, the former CFO announced her voluntary resignation from the Company, effective May 11, 2018. In May 2018, the Company entered into an offer letter with the new Chief Financial Officer (the “new CFO”) of the Company. The offer letter provides for an initial base salary of $325 per year subject to annual discretionary increases. In addition, the executive is eligible to participate in any employee benefit plans adopted by the Company from time to time and is eligible to receive an annual cash bonus based on the achievement of performance objectives. The new CFO’s target bonus is 75% of his annual base salary (with a potential to earn a maximum of up to 150% of his target bonus). The offer letter also provides that the executive is to be granted an option to purchase shares of common stock of the Company. He is also being provided with a relocation allowance of $100 which the new CFO will be required to repay if he resigns from the Company or is terminated by the Company for cause within two years of his start date. If he is terminated without cause, he will receive twelve months of his base salary as severance. If he is terminated following a change in control, he is also eligible to receive a pro-rated bonus, if the board of directors determines that the performance objectives have been met. He also was granted an option to purchase shares of common stock of the Company (See Note 16- Stockholders’ Equity). Director Compensation The Company’s non-employee members of the board of directors will receive annual cash compensation of $50 for serving on the board of directors, $5 for serving on a committee of the board of directors (other than the Chairman of each of the committees) and $10 for serving as the Chairman of any of the committees of the board of directors. Legal Proceedings The Company is a party to multiple legal proceedings that arise in the ordinary course of business. The Company has certain insurance coverage and rights of indemnification. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s business, results of operations, financial condition, and/or cash flows. The Company records legal expenses as incurred in its consolidated statements of operations. Operating Leases The Company leases various land, office and dealership equipment under non-cancellable operating leases. These leases have terms ranging from 3 years to 10 years and expire through 2028. Rent expense associated with operating leases was as follows: Successor Predecessor Year ended December 31, 2019 March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 Rent expense $ 4,232 $ 2,426 $ 626 Future minimum rent payments under operating leases are as follows: Years ending December 31, 2020 3,757 2021 2,247 2022 1,872 2023 1,717 2024 1,081 Thereafter 2,898 Total $ 13,572 Transaction Incentive Plan On January 30, 2017, the Company’s Board of Directors approved the Company’s Transaction Incentive Plan, which provided incentives to eight directors and employees of the Company upon the consummation of a qualifying sale transaction. The Transaction Incentive Plan expires on October 31, 2020. To the extent the proceeds received in a qualifying sale transaction exceed certain specified thresholds (the “Excess Amount”), participants in the Transaction Incentive Plan who met the specified service requirements were entitled to a cash and stock award on the closing date of the qualifying sale transaction equal to their awarded percentage of the Excess Amount. The cash and stock awards were paid from the consideration of the qualifying sale transaction. The Mergers (see Note 3 – Business Combination) represented a qualifying sale transaction that resulted in the payment to plan participants of an aggregate of $1,510 of cash (including amounts held in escrow) and 51,896 shares of Holdings’ common stock with a value of $534 based on the March 15, 2018 closing price of $10.29 per Andina share. As of the date of the Mergers, an additional $250 was set to be paid in cash and stock upon the release of amounts held in escrow under the Merger Agreement. On May 15, 2018, $40 was released from escrow pursuant to the working capital adjustment. As of March 21, 2019, the remaining amounts were released from escrow. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | NOTE 15 – PREFERRED STOCK Simultaneous with the closing of the Mergers, the Company consummated a private placement with institutional investors for the sale of convertible preferred stock, common stock, and warrants for an aggregate purchase price of $94,800 (the “PIPE Investment”). At the closing, the Company issued an aggregate of 600,000 shares of Series A Preferred Stock for gross proceeds of $60,000. The investors in the PIPE Investment were granted certain registration rights as set forth in the securities purchase agreements. The holders of the Series A Preferred Stock include 500,000 shares owned by funds managed by a member of the Company’s Board of Directors. The Series A Preferred Stock ranks senior to all outstanding stock of the Company. Holders of the Series A Preferred Stock are entitled to vote on an as-converted basis together with the holders of the Common Stock, and not as a separate class, at any annual or special meeting of stockholders. Each share of Series A Preferred Stock is convertible at the holder’s election at any time, at an initial conversion price of $10.0625 per share, subject to adjustment (as applicable, the “Conversion Price”). Upon any conversion of the Series A Preferred Stock, the Company will be required to pay each holder converting shares of Series A Preferred Stock all accrued and unpaid dividends, in either cash or shares of common stock, at the Company’s option. The Conversion Price will be subject to adjustment for stock dividends, forward and reverse splits, combinations and similar events, as well as for certain dilutive issuances. Dividends on the Series A Preferred Stock accrue at an initial rate of 8% per annum (the “Dividend Rate”), compounded quarterly, on each $100 of Series A Preferred Stock (the “Issue Price”) and are payable quarterly in arrears. Accrued and unpaid dividends, until paid in full in cash, will accrue at the then applicable Dividend Rate plus 2%. The Dividend Rate will be increased to 11% per annum, compounded quarterly, in the event that the Company’s senior indebtedness less unrestricted cash during any trailing twelve-month period ending at the end of any fiscal quarter is greater than 2.25 times earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Dividend Rate will be reset to 8% at the end of the first fiscal quarter when the Company’s senior indebtedness less unrestricted cash during the trailing twelve-month period ending at the end of such quarter is less than 2.25 times EBITDA. If, at any time following the second anniversary of the issuance of the Series A Preferred Stock, the volume weighted average price of the Company’s common stock equals or exceeds $25.00 per share (as adjusted for stock dividends, splits, combinations and similar events) for a period of thirty consecutive trading days, the Company may elect to force the conversion of any or all of the outstanding Series A Preferred Stock at the Conversion Price then in effect. From and after the eighth anniversary of the issuance of the Series A Preferred Stock, the Company may elect to redeem all, but not less than all, of the outstanding Series A Preferred Stock in cash at the Issue Price plus all accrued and unpaid dividends. From and after the ninth anniversary of the issuance of the Series A Preferred Stock, each holder of Series A Preferred Stock has the right to require the Company to redeem all of the holder’s outstanding shares of Series A Preferred Stock in cash at the Issue Price plus all accrued and unpaid dividends. In the event of any liquidation, merger, sale, dissolution or winding up of the Company, holders of the Series A Preferred Stock will have the right to (i) payment in cash of the Issue Price plus all accrued and unpaid dividends, or (ii) convert the shares of Series A Preferred Stock into common stock and participate on an as-converted basis with the holders of common stock. So long as the Series A Preferred Stock is outstanding, the holders thereof, by the vote or written consent of the holders of a majority in voting power of the outstanding Series A Preferred Stock, shall have the right to designate two members to the board of directors. In addition, five-year warrants to purchase 596,273 shares of common stock at an exercise price of $11.50 per share were issued in conjunction with the issuance of the Series A Preferred Stock. The warrants may be exercised for cash or, at the option of the holder, on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The warrants may be called for redemption in whole and not in part, at a price of $0.01 per share of common stock, if the last reported sales price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, if there is a current registration statement in effect with respect to the shares underlying the warrants. The Series A Preferred Stock, while convertible into common stock, is also redeemable at the holder’s option and, as a result, is classified as temporary equity in the consolidated balance sheets. An analysis of its features determined that the Series A Preferred Stock was more akin to equity. While the embedded conversion option (“ECO”) was subject to an anti-dilution price adjustment, since the ECO was clearly and closely related to the equity host, it was not required to be bifurcated and it was not accounted for as a derivative liability under ASC 815, Derivatives and Hedging. After factoring in the relative fair value of the warrants issued in conjunction with the Series A Preferred Stock, the effective conversion price is $9.72 per share, compared to the market price of $10.29 per share on the date of issuance. As a result, a $3,392 beneficial conversion feature was recorded as a deemed dividend in the consolidated statement of income because the Series A Preferred Stock is immediately convertible, with a credit to additional paid-in capital. The relative fair value of the warrants issued with the Series A Preferred Stock of $2,035 was recorded as a reduction to the carrying amount of the preferred stock in the consolidated balance sheet. In addition, aggregate offering costs of $2,981 consisting of cash and the value of five-year warrants to purchase 178,882 shares of common stock at an exercise price of $11.50 per share issued to the placement agent were recorded as a reduction to the carrying amount of the preferred stock. The $632 value of the warrants was determined utilizing the Black-Scholes option pricing model using a term of 5 years, a volatility of 39%, a risk-free interest rate of 2.61%, and a 0% rate of dividends. The discount associated with the Series A Preferred Stock was not accreted during the Successor period because redemption was not currently deemed to be probable. On June 19, 2018, the Company’s Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,425 for the period from March 15, 2018 to March 31, 2018 and for the period from April 1, 2018 to June 30, 2018. The dividend was paid on July 2, 2018 to the holders. On September 20, 2018, the Company’s Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,210 for the period from July 1, 2018 to September 30, 2018. The dividend was paid to the holders of Series A Preferred Stock on October 1, 2018. On December 14, 2018, the Company’s Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,210 for the period from October 1, 2018 to December 31, 2018. The dividend was paid to the holders of Series A Preferred Stock on January 2, 2019. For the year ended December 31, 2019, the Company did not declare a dividend payment. As a result, as of December 31, 2019, $5,910 of dividends were accrued and included in the carrying amount of the Series A Convertible Preferred Stock in the accompanying consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 16 – STOCKHOLDERS’ EQUITY Successor Authorized Capital The Company is authorized to issue 100,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of preferred stock, $0.0001 par value. The holders of the Company’s common stock are entitled to one vote per share. The holders of Series A Preferred Stock are entitled to the number of votes equal to the number of shares of common stock into which the holder’s shares are convertible. These holders of Series A Preferred Stock also participate in dividends if they are declared by the Board. See Note 15 – Preferred Stock for additional information associated with the Series A Preferred Stock. 2018 Long-Term Incentive Equity Plan On March 15, 2018, the Company adopted the 2018 Long-Term Incentive Equity Plan (the “2018 Plan”). The 2018 Plan reserves up to 13% of the shares 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. On May 20, 2019, the Company’s stockholders approved the adoption of the Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan (the “Incentive Plan”). The Incentive Plan amends and restates the previously adopted 2018 Plan in order to replenish the pool of shares of common stock available under the Incentive Plan by adding an additional 600,000 shares of common stock and making certain changes in light of the Tax Cuts and Jobs Act and its impact on Section 162(m) of the Internal Revenue Code of 1986, as amended. As of December 31, 2019, there were 625,748 shares of common stock available to be issued under the Incentive Plan. 2019 Employee Stock Purchase Plan On May 20, 2019, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP reserved 900,000 shares of common stock for purchase by participants in the ESPP. Participants in the plan may purchase shares of common stock at a purchase price which will not be less than the lesser of 85% of the fair market value per share of the common on the first day of the purchase period or the last day of the purchase period. On December 2, 2019, the Company issued 35,058 shares of common stock pursuant to the ESPP. As a result, as of December 31, 2019, there were 864,942 shares available for issuance. During the year ended December 31, 2019, the Company recorded $65 of stock based compensation expense related to the ESPP. Stock Repurchase Program On November 6, 2019, the Board of Directors of Lazydays authorized the repurchase of up to $4.0 million of the Company’s common stock through December 31, 2020. Repurchases may be made at management’s discretion from time to time on the open market, through privately negotiated transactions or a trading plan in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and pursuant to applicable Securities and Exchange Commission requirements. The repurchase program may be suspended for periods or discontinued at any time. During the year ended December 31, 2019, the Company repurchased 78,000 shares of common stock for $314 which are included in treasury stock in the consolidated balance sheets. Common Stock On March 15, 2018, the Company had 1,872,428 shares of common stock outstanding prior to the consummation of the Mergers. On March 15, 2018, Andina rights holders converted their existing rights at a ratio of one share of common stock for seven Andina rights. As a result, 615,436 shares of common stock of the Company were issued to former Andina rights holders. On March 15, 2018, holders of 472,571 shares of Andina common stock, which had been subject to redemption prior to the Mergers, were reclassified from temporary equity to stockholders’ equity at their carrying value of $4,910. On March 15, 2018, 2,857,189 shares of common stock at a price per share of $10.29 were issued to the former stockholders of Lazydays RV in conjunction with the Mergers for a total value of $29,400. On December 2, 2019, 35,058 shares of common stock at a price per share of $3.587 were issued to the participants of the ESPP for a value of $126. Simultaneous with the Mergers, in addition to the Series A Preferred Stock and warrants issued in the PIPE Investment, the Company sold 2,653,984 shares of common stock, perpetual non-redeemable pre-funded warrants to purchase 1,339,499 shares of common stock at an exercise price of $0.01 per share, and five-year warrants to purchase 1,630,927 shares of common stock at an exercise price of $11.50 per share for gross proceeds of $34,783. The Company incurred offering costs of $2,065 which was recorded as a reduction to additional paid-in capital in the consolidated balance sheet. The five-year warrants may be exercised for cash or, at the option of the holder, on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act by surrendering the warrants for that number of shares of common stock as determined under the warrants. These warrants may be called for redemption in whole and not in part, at a price of $0.01 per share if the last reported sales price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, if there is a current registration statement in effect with respect to the common stock underlying the warrants. In addition, five-year warrants to purchase 116,376 shares of common stock at an exercise price of $11.50 per share were issued to the placement agent. Unit Purchase Options On November 24, 2015, Andina sold options to purchase an aggregate of 400,000 units (collectively, the “Unit Purchase Options”) to an investment bank and its designees for $100. The Unit Purchase Options were exercisable at $10.00 per unit as a result of the Mergers 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 As of March 15, 2018, holders of Andina warrants exchanged their existing 4,310,000 warrants with Andina with 4,310,000 warrants to purchase 2,155,000 shares of Company common stock at an exercise price of $11.50 per share and a contractual life of five years from the date of the Mergers. If a registration statement covering 2,000,000 of the shares issuable upon exercise of the public warrants is not effective, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis. The warrants may be called for redemption in whole and not in part, at a price of $0.01 per warrant, if the last reported sales price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, if there is a current registration statement in effect with respect to the shares underlying the warrants. Of the warrants to purchase 2,155,000 shares of common stock originally issued by Andina, 155,000 are not redeemable and are exercisable on a cashless basis at the holder’s option. Additionally, warrants to purchase 2,522,458 shares of common stock were issued with the PIPE Investment, including warrants issued to the investment bank but excluding prefunded warrants. The Company had the following activity related to shares underlying warrants: Shares Underlying Warrants Weighted Warrants outstanding January 1, 2019 4,677,458 $ 11.50 Granted - - Cancelled or Expired - - Exercised - - Warrants outstanding December 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 Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Options outstanding at January 1, 2019 3,658,421 $ 11.10 Granted 505,000 7.55 Cancelled or terminated (364,603 ) 11.10 Exercised - - Options outstanding at December 31, 2019 3,798,818 $ 10.63 3.4 $ - Options vested at December 31, 2019 28,152 $ 11.10 3.2 $ - Awards with Market Conditions On March 16, 2018, the Company granted five-year incentive stock options to purchase 3,573,113 shares of common stock at an exercise price of $11.10 per share to employees pursuant to the 2018 Plan, including 1,458,414 shares underlying the CEO’s stock options and 583,366 shares underlying the former CFO’s stock options. A set percentage of the stock options shall vest upon the volume weighted average price (“VWAP”) of the common stock, as defined in the option agreements, being equal to or greater than a specified price per share for at least thirty (30) out of thirty-five (35) consecutive trading days, as follows and are exercisable only to the extent that they are vested: 30% of the options shall vest upon exceeding $13.125 per share; an additional 30% of the options shall vest upon exceeding $17.50 per share; an additional 30% of the options shall vest upon exceeding $21.875 per share; and an additional 10% of the options shall vest upon exceeding $35.00 per share; provided that the option holder remains continuously employed by the Company (and/or any of its subsidiaries) from the grant date through (and including) the relevant date of vesting. On May 7, 2018, the Company hired a new CFO who received stock options to purchase 583,366 shares of common stock 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 $4,556 for the period from January 1, 2019 to December 31, 2019 and $8,541 during the Successor period from March 15, 2018 to December 31, 2018, which is included in operating expenses in the consolidated statements of operations. Awards with Service Conditions On March 16, 2018, the Company granted five-year stock options to purchase an aggregate of 99,526 shares at an exercise price of $11.10 per share to the non-employee directors of the Company, pursuant to the 2018 Plan. These options vest over three years with one-third vesting on each of the respective anniversary dates. On March 23, 2018, stock options to purchase 14,218 shares of common stock that had been issued to one non-employee director were canceled, while new five-year options to purchase 15,123 shares of common stock at an exercise price of $10.40 per share were issued to certain investment funds pursuant to an arrangement between the same non-employee director and the investment adviser to the funds. The new options vest over three years with one-third vesting on each of the respective anniversary dates. On May 31, 2018, the same 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 year ended December 31, 2019, stock options to purchase 505,000 shares of common stock were issued to employees. The options have exercise prices ranging from $4.50 to $8.50. The options had a five year life and a four year vesting period. The fair value of the awards of $957 was determined using the Black-Scholes option pricing model based on the following range of assumptions: Year ended December 31, 2019 Risk free interest rate 1.70%-2.51% Expected term (years) 3.75 Expected volatility 52%-55% Expected dividends 0.00 % The expense recorded for these awards was $243 for the year ended December 31, 2019 and $77 during the Successor Period from March 15, 2018 to December 31, 2018, which is included in operating expenses in the consolidated statements of operations. As of December 31, 2019, total unrecorded compensation cost related to non-vested awards was $2,178 which is expected to be amortized over a weighted average service period of approximately 1.8 years. For year ended December 31, 2019, the weighted average grant date fair value of awards issued during the period was $1.89 per share. The weighted average grant date fair value of awards issued during the Successor Period from March 15, 2018 to December 31, 2018 was $4.16 per share. Predecessor Authorized Capital As of December 31, 2017, the Company was authorized to issue 4,500,000 shares of common stock, $0.001 par value, and 150,000 shares of preferred stock, $0.001 par value. The holders of the Company’s common stock were entitled to one vote per share. The preferred stock was designated as follows: 10,000 shares to Senior Preferred Stock; and 140,000 shares undesignated. The holders of Senior Preferred Stock were entitled to the number of votes equal to the number of shares of common stock into which the holder’s shares are convertible. On March 2, 2017, the Company issued a notice of redemption to the holders of all of the then designated, issued and outstanding shares of Senior Preferred Stock, after which the holders surrendered all 10,000 shares of Senior Preferred Stock for conversion into 2,333,331 shares of common stock. Stock Options The Company’s 2010 Equity Incentive Plan (“2010 Plan”) provided for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units to employees, directors, and consultants of the Company and its affiliates. The common stock that may have been issued pursuant to awards was not to exceed 100,000 shares in the aggregate, provided that, no more than 14,000 shares were to be incentive stock options. On January 30, 2017, the Company cancelled the 2010 Plan. On January 30, 2017, the Company’s Board of Directors approved the Company’s 2017 Equity Incentive Plan (“2017 Plan”), which provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units to employees, directors and consultants of the Company and its affiliates. The common stock that could be issued pursuant to awards was not to exceed 333,333 shares in the aggregate, provided that, no more than ten percent (10%) of such shares would be incentive stock options. The 2017 Plan was originally set to terminate on January 30, 2027. The 2017 Plan required the exercise price of stock options to be greater than or equal to the fair value of the Company’s common stock on the date of grant. On January 30, 2017, holders of options to purchase an aggregate of 75,561 shares of common stock under the 2010 Plan with exercise prices of both $68.80 and $137.60 per share agreed to cancel their option awards in exchange for new awards under the Company’s Transaction Incentive Plan (see Note 14 – Commitments and Contingencies – Transaction Incentive Plan for details of the Transaction Incentive Plan awards). As a result of the option cancellation, the Company derecognized aggregate compensation expense of $14 related to the cancelled options that were unvested at the time of the cancellation. On January 30, 2017, the Company granted ten-year, non-statutory stock options to purchase an aggregate of 216,667 shares of common stock with an aggregate grant date fair value of $1,562 under the 2017 Plan to two Company executives with an exercise price of $26.00 per share. The options vested in equal installments of 25% on each of the next four anniversary dates from the date of grant. Upon a change of control, vesting of all then unvested shares would be accelerated. During April 2017, concurrent with the declaration of the stockholder dividend, the exercise prices of the options were reduced to $21.77 per share, resulting in a $269 increase in the fair value of the options. The $1,831 fair value of the options, as modified, was being recognized ratably over the vesting term of the options. On June 12, 2017, the Company granted a ten-year, non-statutory stock option to purchase an aggregate of 66,666 shares of common stock under the 2017 Plan to a Company executive with an exercise price of $26.00 per share. The options vested in equal installments of 25% on each of the next four anniversary dates from the date of grant. Upon a change of control, vesting of all then unvested shares was accelerated. The estimated aggregate grant date fair value of $466 was being recognized ratably over the vesting term of the options. On March 15, 2018, as a result of the consummation of the Mergers (see Note 3 – Business Combination), the vesting of the existing options accelerated, and the option holders of the Predecessor became entitled to receive an aggregate of $2,636, of which $1,500 was distributable in cash and $530 was distributable in the form of 51,529 shares of common stock. An additional amount will be paid to the option holders in cash and stock upon the release of the amounts held in escrow under the Merger Agreement. These payments were allocated from the purchase consideration due to the sellers being associated with the business combination. On May 15, 2018, $109 was released from escrow as part of the working capital adjustment. As of March 21, 2019, the remaining amounts were released from escrow. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation Successor The consolidated financial statements for the year ended December 31, 2019 and the period from March 15, 2018 to December 31, 2018 include the accounts of Holdings, Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, Lazydays Mile Hi RV, LLC, Lazydays of Minneapolis LLC, LDRV of Tennessee LLC, Lone Star Acquisition LLC, Lone Star Diversified LLC, LDRV Acquisition Corp of Nashville LLC, and LDRV of Nashville LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Predecessor The consolidated financial statements for the period 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 RV is the acquiree and the accounting predecessor. The financial statement presentation distinguishes the results into two distinct periods, the period up to March 14, 2018, the day before the mergers were consummated (the “Acquisition Date”) (“Predecessor Periods”) and the period including and after that date (the “Successor Period”). The Mergers were accounted for as a business combination using the acquisition method of accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. As a result of the application of the acquisition method of accounting as of the effective time of the Transaction Merger, the accompanying consolidated financial statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not directly comparable. The historical financial information of Andina, which was a special purpose acquisition company prior to the business combination, has not been reflected in the Predecessor financial statements as these historical amounts have been considered immaterial. Accordingly, no other activity in the Company was reported in the Predecessor Period other than the activity of Lazydays RV. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, the allowance for doubtful accounts and stock-based compensation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with its banks, the first $250 of which is insured by the Federal Deposit Insurance Corporation. There are no cash equivalents as of December 31, 2019 and 2018. |
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”). 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 consolidated statements of operations. The following table represents the Company’s disaggregation of revenue: Successor Predecessor Year ended March 15, 2018 to January 1, 2018 to New vehicles revenue $ 353,228 $ 259,730 $ 73,831 Preowned vehicle revenue 213,830 159,288 45,280 Parts, accessories, and related services 35,607 24,791 6,121 Finance and insurance revenue 36,698 25,588 6,861 Campground, rental, and other revenue 5,549 4,858 1,846 $ 644,912 $ 474,255 $ 133,939 Revenue from the sale of vehicle 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 service 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 related service is recognized in other revenue in the accompanying consolidated statements of operations. Revenue from the rental of vehicles is recognized pro rata over the period of the rental agreement. The rental agreements are generally short-term in nature. Revenue from rentals is included in other revenue in the accompanying consolidated statements of operations. 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, less the addition to the charge-back allowance, which is included in other revenue as follows: Successor Predecessor Year ended December 31, 2019 March 15, 2018 to January 1, 2018 to Gross finance and insurance revenues $ 41,169 $ 27,926 $ 7,483 Additions to charge-back allowance (4,471 ) (2,338 ) (622 ) Net Finance Revenue $ 36,698 $ 25,588 $ 6,861 The Company has an accrual for charge-backs which totaled $4,221 and $3,252 at December 31, 2019 and December 31, 2018, respectively, and is included in “Accounts payable, accrued expenses, and other current liabilities” in the accompanying consolidated balance sheets. Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction. These contract liabilities are included in Note 9 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the year ended December 31, 2019, substantially all of the contract liabilities as of December 31, 2018 were recognized in revenue. |
Occupancy Costs | Occupancy Costs As a retail merchandising organization, the Company has elected to classify occupancy costs as selling, general and administrative expense in the consolidated statements of operations. |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the year ended December 31, 2019, shipping and handling included as a component of revenue were $2,284. For the period from March 15, 2018 to December 31, 2018, shipping and handling included as a component of revenue were $1,896. For the period from January 1, 2018 to March 14, 2018 shipping and handling costs included as a component of revenue were $603. |
Receivables | Receivables The Company sells to customers and arranges third-party financing, as is customary in the industry. Interest is not normally charged on receivables. Management establishes an allowance for doubtful accounts based on its historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. |
Inventories | Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $3,719 and $1,275 as of December 31, 2019 and 2018, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Improvements and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease. Successor Useful lives range from 2 to 39 years for buildings and improvements and from 2 to 12 years for vehicles and equipment. Predecessor Useful lives range from 15 to 20 years for buildings and improvements and from 2 to 7 years for vehicles and equipment. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill, trade names and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of the Company’s aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than the carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all our reporting units and perform a detailed quantitative test of impairment (Step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis, (Step 2) to measure such impairment. At December 31, 2019, the Company performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting units is less than their carrying amounts. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made that it is more likely than not that the fair value of the reporting units exceeded their carrying values and no impairments were identified at December 31, 2019. The Company’s manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. Successor The estimated useful lives are 7 to 12 years for both the manufacturer and customer relationships. Predecessor The estimated useful lives were 13 to 18 years for the manufacturer relationships. |
Vendor Allowances | Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of costs of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures is deemed to be probable and reasonably estimable. |
Financing Costs | Financing Costs Debt financing costs are recorded as a debt discount and are amortized over the term of the related debt. Amortization of debt discount included in interest expense was $220 for the year ended December 31, 2019 and $377 for the period from March 15, 2018 to December 31, 2018. Amortization of debt discount included in interest expense was $136 for the period from January 1, 2018 to March 14, 2018. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying amount of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes no impairment of long-lived assets existed as of December 31, 2019 and 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial instruments approximate fair value as of December 31, 2019 and 2018 because of the relatively short maturities of these instruments. The carrying amount of the Company’s bank debt approximates fair value as of December 31, 2019 and 2018 because the debt bears interest at a rate that approximates the current market rate at which the Company could borrow funds with similar maturities. |
Cumulative Redeemable Convertible Preferred Stock | Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 15 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock until a dividend is declared by the Board of Directors. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the consolidated statements of operations. |
Earnings Per Share | Earnings Per Share The Company computes basic and diluted earnings/(loss) per share (“EPS”) by dividing net earnings/(loss) by the weighted average number of shares of common stock outstanding during the period. The Company is required, in periods in which it has net income, to calculate EPS using the two-class method. The two-class method is required because the Company’s Series A Preferred Stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock. Under the two-class method, earnings for the period are allocated on a pro-rata basis to the common and preferred stockholders. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: Successor Year ended March 15, 2018 to (Dollars in thousands - except per share and per share amounts) Distributed earnings allocated to common stock $ - $ - Undistributed loss allocated to common stock (5,196 ) (9,857 ) Net loss allocated to common stock (5,196 ) (9,857 ) Net earnings allocated to participating securities - - Net loss allocated to common stock and participating securities $ (5,196 ) $ (9,857 ) Weighted average shares outstanding for basic earnings per common share 9,781,870 9,668,250 Dilutive effect of warrants and options - - Weighted average shares outstanding for diluted earnings per common share 9,781,870 9,668,250 Basic loss per common share $ (0.53 ) $ (1.02 ) Diluted loss per common share $ (0.53 ) $ (1.02 ) During the Successor Period for the year ended December 31, 2019 and the period from March 15, 2018 to December 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: Year ended March 15, 2018 to December 31, 2018 Weighted average outstanding common shares 8,442,371 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 9,781,870 9,668,250 For the Successor Period for the year ended December 31, 2019 and the period from March 15, 2018 to December 31, 2018, 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: Year ended March 15, 2018 to December 31, 2018 Shares underlying Series A Convertible Preferred Stock 5,962,733 5,962,733 Shares underlying warrants 4,677,458 4,677,458 Stock options 3,798,818 3,658,421 Shares issuable under the Employee Stock Purchase Plan 49,300 - Shares underlying unit purchase options - 657,142 Share equivalents excluded from EPS 14,488,309 14,955,754 |
Advertising Costs | Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $12,083 for the year ended December 31, 2019 and $8,663 for the period from March 15, 2018 to December 31, 2018 (Successor Period). 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 accounts for income taxes under ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest and penalties as income tax expense in the consolidated statements of operations. |
Seasonality | Seasonality The Company’s operations generally experience modestly higher vehicle sales in the first half of each year during the winter months at the Company’s largest location in Tampa, Florida. |
Vendor Concentrations | Vendor Concentrations The Company purchases its new recreational vehicles and replacement parts from various manufacturers. During the year ended December 31, 2019, four major manufacturers accounted for 33.9%, 20.5%, 20.2% and 14.7% of RV purchases. During the Successor period from March 15, 2018 to December 31, 2018, four major manufacturers accounted for 30.5%, 27.4%, 17.3% and 16.8% of RV purchases. During the Predecessor Period from January 1, 2018 to March 14, 2018, four major manufacturers accounted for 36.1%, 21.4%, 18.2%, and 16.1% of RV purchases. The Company is subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if the Company is in material breach of the agreement terms. |
Geographic Concentrations | Geographic Concentrations Revenues generated by customers of the Florida locations and the Colorado locations, which generate greater than 10% of revenues, were as follows: Successor Predecessor Year ended March 15, 2018 to January 1, 2018 to Florida 68 % 71 % 81 % Colorado 14 % 19 % 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. |
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 (loss) income. |
Leases | Leases For operating leases, rent is recognized on a straight-line basis over the expected lease term, including cancellable option periods where the Company is reasonably assured to exercise the options. Differences between amounts paid and amounts expensed are recorded as deferred rent. Capital leases are recorded as an asset and an obligation at an amount equal to the present value of the future minimum lease payments during the lease term. Sale-leasebacks are transactions through which assets are sold at fair value and subsequently leased back from the buyer. Failed sale-leaseback transactions result in retention of the “sold” assets within property and equipment, with a financing lease obligation equal to the amount of proceeds received recorded as a financing liability, on the accompanying consolidated balance sheets. |
Subsequent Events | Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to December 31, 2019 through the date these consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the financial statements. On March 6, 2020, the Company amended its existing debt agreement with Manufacturers and Traders Trust Company (“M&T Bank”) to finance the previously incurred development expenditures with the addition of a $6.1 million mortgage. The mortgage shall bear interest at (a) LIBOR plus an applicable margin of 2.25% or (b) the Base Rate plus a margin of 1.25. The mortgage requires monthly payments of principal of $0.03 million and matures on March 15, 2021 when all remaining principal and interest payments become due. On March 10, 2020, the Company entered into an agreement for the sale of land to LD Murfreesboro TN Landlord, LLC for approximately $5 million. The Company has entered a lease agreement with the buyer with lease payments to commence upon completion of planned construction expected to total $17 million including land, the cost of which will be paid for by LD Murfreesboro TN Landlord, LLC. |
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 provided by the JOBS Act for complying with new or revised accounting standards. In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard requires a modified-retrospective approach to adoption and is effective for interim and annual periods beginning after December 15, 2020 for emerging growth companies. In July 2018, the FASB further amended this standard to allow for a new transition method that offers the option to use the effective date as the date of initial application. We intend to elect this alternative transition method and therefore will not adjust comparative-period financial information. In addition, we intend to elect the package of practical expedients permitted under the transition guidance of the new standard to not reassess prior conclusions related to contracts that are or that contain leases, lease classification and initial direct costs. We do not expect that this standard will have a material impact on our Consolidated Statements of Operations. The primary effect of adoption will be the requirement to record the present value of lease liabilities for current operating leases and corresponding right-of-use (ROU) assets. Upon early adoption on January 1, 2020, we estimate we will have additional liabilities ranging from $15 million to $20 million with corresponding ROU assets of a similar amount for lease agreements in effect as of December 31, 2019. The actual impact will depend on our lease portfolio at the time of adoption. We are currently documenting processes and establishing internal controls to properly track, record and account for our lease portfolio. The new standard also provides practical expedients for the ongoing accounting. We also currently expect to elect the practical expedient to not separate lease and non-lease components for most of our asset classes. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This standard will be effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following table represents the Company’s disaggregation of revenue: Successor Predecessor Year ended March 15, 2018 to January 1, 2018 to New vehicles revenue $ 353,228 $ 259,730 $ 73,831 Preowned vehicle revenue 213,830 159,288 45,280 Parts, accessories, and related services 35,607 24,791 6,121 Finance and insurance revenue 36,698 25,588 6,861 Campground, rental, and other revenue 5,549 4,858 1,846 $ 644,912 $ 474,255 $ 133,939 |
Schedule of Revenue Recognized of Finance and Insurance Revenues | The Company recognized finance and insurance revenues, less the addition to the charge-back allowance, which is included in other revenue as follows: Successor Predecessor Year ended December 31, 2019 March 15, 2018 to January 1, 2018 to Gross finance and insurance revenues $ 41,169 $ 27,926 $ 7,483 Additions to charge-back allowance (4,471 ) (2,338 ) (622 ) Net Finance Revenue $ 36,698 $ 25,588 $ 6,861 |
Summary of Net Income (Loss) Attribute to Common Stockholders | The following table summarizes net loss attributable to common stockholders used in the calculation of basic and diluted loss per common share: Successor Year ended March 15, 2018 to (Dollars in thousands - except per share and per share amounts) Distributed earnings allocated to common stock $ - $ - Undistributed loss allocated to common stock (5,196 ) (9,857 ) Net loss allocated to common stock (5,196 ) (9,857 ) Net earnings allocated to participating securities - - Net loss allocated to common stock and participating securities $ (5,196 ) $ (9,857 ) Weighted average shares outstanding for basic earnings per common share 9,781,870 9,668,250 Dilutive effect of warrants and options - - Weighted average shares outstanding for diluted earnings per common share 9,781,870 9,668,250 Basic loss per common share $ (0.53 ) $ (1.02 ) Diluted loss per common share $ (0.53 ) $ (1.02 ) |
Schedule of Denominator of Basic and Dilutive Earnings Per Share | During the Successor Period for the year ended December 31, 2019 and the period from March 15, 2018 to December 31, 2018, the denominator of the basic and dilutive EPS was calculated as follows: Year ended March 15, 2018 to December 31, 2018 Weighted average outstanding common shares 8,442,371 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 9,781,870 9,668,250 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | For the Successor Period for the year ended December 31, 2019 and the period from March 15, 2018 to December 31, 2018, 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: Year ended March 15, 2018 to December 31, 2018 Shares underlying Series A Convertible Preferred Stock 5,962,733 5,962,733 Shares underlying warrants 4,677,458 4,677,458 Stock options 3,798,818 3,658,421 Shares issuable under the Employee Stock Purchase Plan 49,300 - Shares underlying unit purchase options - 657,142 Share equivalents excluded from EPS 14,488,309 14,955,754 |
Schedule of Geographic Concentration Risk Percentage | Successor Predecessor Year ended March 15, 2018 to January 1, 2018 to Florida 68 % 71 % 81 % Colorado 14 % 19 % 11 % |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | 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 Inventories $ 12,171 $ 23,530 Accounts receivable and prepaid expenses 53 378 Property and equipment 77 6,175 Intangible assets 2,630 4,610 Total assets acquired 14,931 34,693 Accounts payable, accrued expenses and other current liabilities 243 719 Floor plan notes payable 11,434 21,163 Total liabilities assumed 11,677 21,882 Net assets acquired $ 3,254 $ 12,811 |
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 recipients of Lazy Days’ R.V. Center, Inc. 29,400 $ 115,578 The fair value of consideration paid was as follows: Purchase Price: 2019 2018 Cash consideration paid $ 2,568 $ 15,300 Amounts due (from) to former owners (107 ) 24 Note payable issued to former owners 3,045 5,820 |
Schedule of Goodwill Associated with Merger | Goodwill associated with the Mergers is detailed below: As of Total consideration $ 115,578 Less net assets acquired 87,183 Goodwill $ 28,395 2019 2018 Total consideration $ 5,506 $ 21,144 Less net assets acquired 3,254 12,811 Goodwill $ 2,252 $ 8,333 |
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 Weighted Average Amortization Period in Years Trade Names, Service Marks and Domain Names $ 30,100 Indefinite Customer Lists $ 9,100 12 years Dealer Agreements $ 29,000 12 Years Total intangible assets $ 68,200 The following table summarizes the Company’s allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closings during 2018. Gross Asset Amount at Weighted Average Amortization Period in Years Customer Lists $ 210 7-8 years Dealer Agreements $ 4,400 7-8 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 during 2019. Gross Asset Amount at Weighted Average Amortization Period in Years Customer Lists $ 230 7 years Dealer Agreements $ 2,400 7 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, Tennessee RV and Alliance had been consummated on January 1, 2018. For the year ended December 31, 2019 2018 Revenue $ 676,900 $ 715,965 Income before income taxes $ 1,960 $ 8,234 Net (loss) income $ 832 $ 3,776 |
Receivables, Net (Tables)
Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Receivables | Receivables consist of the following: Successor As of As of December 31, 2019 December 31, 2018 Contracts in transit and vehicle receivables $ 11,544 $ 12,291 Manufacturer receivables 3,539 3,823 Finance and other receivables 1,324 1,540 16,407 17,654 Less: Allowance for doubtful accounts (382 ) (687 ) $ 16,025 $ 16,967 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: Successor As of As of December 31, 2019 December 31, 2018 New recreational vehicles $ 124,096 $ 129,361 Pre-owned recreational vehicles 36,639 34,905 Parts, accessories and other 3,848 4,387 164,583 168,653 Less: excess of current cost over LIFO (3,719 ) (1,275 ) $ 160,864 $ 167,378 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: Successor As of As of December 31, 2019 December 31, 2018 Land $ 22,496 $ 15,555 Building and improvements including leasehold improvements 62,206 55,761 Furniture and equipment 6,747 5,044 Company vehicles and rental units 747 4,856 Construction in progress 5,603 2,359 97,799 83,575 Less: Accumulated depreciation and amortization (10,923 ) (5,532 ) $ 86,876 $ 78,043 |
Schedule of Depreciation and Amortization | Depreciation and amortization expense is set forth in the table below: Successor Predecessor Year ended December 31, 2019 March 15, 2018 to January 1, 2018 to Depreciation $ 6,848 $ 5,583 $ 1,058 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Accumulated Amortization | Intangible assets and the related accumulated amortization are summarized as follows: As of December 31, 2019 As of December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 35,800 $ 5,180 $ 30,620 $ 33,400 $ 2,015 $ 31,385 Customer relationships 9,540 1,406 8,134 9,310 606 8,704 45,340 6,586 38,754 42,710 2,621 40,089 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 30,100 - 30,100 $ 75,440 $ 6,586 $ 68,854 $ 72,810 $ 2,621 $ 70,189 |
Schedule of Amortization Expense | Amortization expense is set forth in the table below: Successor Predecessor January 1, 2019 to December 31, 2019 March 15, 2018 to January 1, 2018 to March 14, 2018 Amortization $ 3,965 $ 2,621 $ 154 |
Schedule of Estimated Future Amortization | Estimated future amortization expense is as follows: Years ending 2020 $ 4,187 2021 4,187 2022 4,187 2023 4,187 2024 4,187 Thereafter 17,819 $ 38,754 |
Financing Liability (Tables)
Financing Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Financing Liability | The financing liabilities, net of debt discount, is summarized as follows: As of As of December 31, 2019 December 31, 2018 Financing liability $ 64,568 $ 61,324 Debt discount (75 ) (77 ) Financing liability, net of debt discount 64,493 61,247 Less: current portion 936 714 Financing liability, non-current portion $ 63,557 $ 60,533 |
Schedule of Future Minimum Payments of Sale Leaseback Transactions | The future minimum payments required by the arrangements are as follows: Years ending Principal Interest Total Payments 2020 936 4,700 5,636 2021 1,124 4,626 5,750 2022 1,327 4,537 5,864 2023 1,549 4,433 5,982 2024 1,790 4,311 6,101 Thereafter 45,062 33,498 78,560 $ 51,788 $ 56,105 $ 107,893 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 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: As of As of December 31 2019 December 31, 2018 Accounts payable $ 11,231 $ 10,642 Other accrued expenses 3,392 3,577 Customer deposits 2,267 2,511 Accrued compensation 2,388 2,164 Accrued charge-backs 4,221 3,252 Accrued interest 356 453 Total $ 23,855 $ 22,599 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Floor Plan Notes Payable | The M&T Floor Plan Line of Credit consists of the following as of December 31, 2019 and 2018: As of December 31, 2019 As of December 31, 2018 Floor plan notes payable, gross $ 144,133 $ 143,885 Debt discount (184 ) (416 ) Floor plan notes payable, net of debt discount $ 143,949 $ 143,469 |
Schedule of Long Term Debt | Long-term debt consists of the following as of December 31, 2019 and 2018: As of December 31, 2019 As of December 31, 2018 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan $ 14,925 $ (47 ) $ 14,878 $ 17,825 $ (42 ) $ 17,783 Acquisition notes payable (See Note 3) 6,688 - 6,688 5,638 - 5,638 Total long-term debt 21,613 (47 ) 21,566 23,463 (42 ) 23,421 Less: current portion 5,993 - 5,993 4,408 - 4,408 Long term debt, non-current $ 15,620 $ (47 ) $ 15,573 $ 19,055 $ (42 ) $ 19,013 |
Schedule of Future Maturities of Long Term Debt | Future Maturities of Long Term Debt Years ending December 31, 2020 5,993 2021 14,526 2022 1,094 Total $ 21,613 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of the Company’s income tax expense (benefit) are as follows: Successor Predecessor Year ended March 15, 2018 to January 1, 2018 to Current: Federal $ 2,699 $ 3,483 $ 85 State 664 609 3 3,363 4,092 88 Deferred: Federal (1,746 ) (1,738 ) 460 State (520 ) (36 ) 170 (2,266 ) (1,774 ) 630 Income tax expense $ 1,097 $ 2,318 $ 718 |
Schedule of Income Taxes Calculated Using Statutory Federal Income Tax Rate | A reconciliation of income taxes calculated using the statutory federal income tax rate (21% in 2019 and 2018) to the Company’s income tax expense is as follows: Successor Predecessor Year Ended December 31, 2019 March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 Amount % Amount % Amount % Income taxes at statutory rate $ 380 21.0 % $ (59 ) 21.0 % $ 635 21.0 % Non-deductible expense 43 2.4 % 35 -12.4 % 10 0.3 % State income taxes, net of federal tax effect (75 ) -4.2 % 500 -177.4 % 110 3.6 % Transaction costs (61 ) -3.4 % 623 -221.3 % 578 18.9 % Stock-based compensation and officer compensation 824 43.0 % 1,248 -442.7 % (241 ) -7.9 % Long-term incentive plan - 0.0 % - 0.0 % (412 ) -13.5 % Effect of increase in statutory rate for current year - 0.0 % - 0.0 % - 0.0 % Tax rate adjustments - 0.0 % - 0.0 % - 0.0 % Other credits and changes in estimate and true ups (14 ) 1.8 % (29 ) 10.6 % 38 1.3 % Income tax expense $ 1,097 60.6 % $ 2,318 -822.2 % $ 718 23.7 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities were as follows: As of As of December 31, December 31, 2019 2018 Deferred tax assets: Accounts receivable $ 96 $ 173 Accrued charge-backs 1,063 821 Other accrued liabilities 166 407 Goodwill - - Financing liability 16,247 15,463 Transaction costs - - Stock based compensation 894 676 Other, net 262 192 18,728 17,732 Deferred tax liabilities: Prepaid expenses (271 ) (370 ) Goodwill (370 ) (115 ) Inventories (4,702 ) (4,939 ) Property and equipment (15,457 ) (16,027 ) Intangible assets (14,378 ) (14,998 ) (35,178 ) (36,449 ) Net deferred tax (liabilities)/assets $ (16,450 ) $ (18,717 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | Rent expense associated with operating leases was as follows: Successor Predecessor Year ended December 31, 2019 March 15, 2018 to December 31, 2018 January 1, 2018 to March 14, 2018 Rent expense $ 4,232 $ 2,426 $ 626 |
Schedule of Future Minimum Rent Payments Under Operating Leases | Future minimum rent payments under operating leases are as follows: Years ending December 31, 2020 3,757 2021 2,247 2022 1,872 2023 1,717 2024 1,081 Thereafter 2,898 Total $ 13,572 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The Company had the following activity related to shares underlying warrants: Shares Underlying Warrants Weighted Warrants outstanding January 1, 2019 4,677,458 $ 11.50 Granted - - Cancelled or Expired - - Exercised - - Warrants outstanding December 31, 2019 4,677,458 $ 11.50 |
Schedule of Stock Option Activity | Stock option activity is summarized below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Options outstanding at January 1, 2019 3,658,421 $ 11.10 Granted 505,000 7.55 Cancelled or terminated (364,603 ) 11.10 Exercised - - Options outstanding at December 31, 2019 3,798,818 $ 10.63 3.4 $ - Options vested at December 31, 2019 28,152 $ 11.10 3.2 $ - |
Schedule of Fair Value Assumptions of Awards | Year ended December 31, 2019 Risk free interest rate 1.70%-2.51% Expected term (years) 3.75 Expected volatility 52%-55% Expected dividends 0.00 % |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Mar. 06, 2020 | Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Mar. 10, 2020 | Aug. 07, 2018 | Dec. 23, 2015 |
Mortgage debt | $ 23,421 | $ 21,566 | |||||
Operating lease liability description | Expire through 2028. | ||||||
Subsequent Event [Member] | LD Murfreesboro TN Landlord, LLC [Member] | |||||||
Sale of land | $ 5,000 | ||||||
Construction amount | $ 17,000 | ||||||
Subsequent Event [Member] | Existing Debt Agreement [Member] | M & T Bank [Member] | |||||||
Mortgage debt | $ 6,100 | ||||||
Mortgage monthly payments | $ 30 | ||||||
Debt maturity date | Mar. 15, 2021 | ||||||
Subsequent Event [Member] | Existing Debt Agreement [Member] | M & T Bank [Member] | LIBOR [Member] | |||||||
Percentage of leverage ratio | 2.25% | ||||||
Subsequent Event [Member] | Existing Debt Agreement [Member] | M & T Bank [Member] | Base Rate [Member] | |||||||
Percentage of leverage ratio | 125.00% | ||||||
Successor [Member] | |||||||
FDIC insured amount | $ 250 | ||||||
Cash equivalents | |||||||
Accrued charge-backs | 3,252 | 4,221 | |||||
LIFO inventory value exceeds | 1,275 | 3,719 | |||||
Amortization of debt discount | 377 | 220 | |||||
Impairment of long-lived assets | |||||||
Advertising and promotion costs | 8,663 | 12,083 | |||||
Mortgage debt | $ 23,421 | $ 21,566 | |||||
Operating lease liability | $ 1,780 | ||||||
Successor [Member] | Vendor 1 [Member] | |||||||
Concentration risk, percentage | 30.50% | 33.90% | |||||
Successor [Member] | Vendor 2 [Member] | |||||||
Concentration risk, percentage | 27.40% | 20.50% | |||||
Successor [Member] | Vendor 3 [Member] | |||||||
Concentration risk, percentage | 17.30% | 20.20% | |||||
Successor [Member] | Vendor 4 [Member] | |||||||
Concentration risk, percentage | 16.80% | 14.70% | |||||
Successor [Member] | Minimum [Member] | |||||||
Goodwill and intangible assets likelihood, percentage | 50.00% | ||||||
Operating lease liability | $ 15,000 | ||||||
Operating lease, right-of-use asset | $ 15,000 | ||||||
Successor [Member] | Minimum [Member] | Manufacturer and Customer Relationships [Member] | |||||||
Intangible assets useful life | 7 years | ||||||
Successor [Member] | Maximum [Member] | |||||||
Operating lease liability | $ 20,000 | ||||||
Operating lease, right-of-use asset | $ 20,000 | ||||||
Successor [Member] | Maximum [Member] | Manufacturer and Customer Relationships [Member] | |||||||
Intangible assets useful life | 12 years | ||||||
Successor [Member] | Building and Improvements [Member] | Minimum [Member] | |||||||
Property, plant and equipment, useful life | 2 years | ||||||
Successor [Member] | Building and Improvements [Member] | Maximum [Member] | |||||||
Property, plant and equipment, useful life | 39 years | ||||||
Successor [Member] | Vehicles and Equipment [Member] | Minimum [Member] | |||||||
Property, plant and equipment, useful life | 2 years | ||||||
Successor [Member] | Vehicles and Equipment [Member] | Maximum [Member] | |||||||
Property, plant and equipment, useful life | 12 years | ||||||
Successor [Member] | Shipping and Handling [Member] | |||||||
Shipping and handling included as a component of revenue | $ 603 | $ 1,896 | $ 2,284 | ||||
Predecessor [Member] | |||||||
Amortization of debt discount | 136 | ||||||
Impairment of long-lived assets | |||||||
Advertising and promotion costs | $ 2,624 | ||||||
Operating lease liability | $ 11,000 | ||||||
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% | ||||||
Predecessor [Member] | Minimum [Member] | Manufacturer Relationships [Member] | |||||||
Intangible assets useful life | 13 years | ||||||
Predecessor [Member] | Maximum [Member] | Manufacturer Relationships [Member] | |||||||
Intangible assets useful life | 18 years | ||||||
Predecessor [Member] | Building and Improvements [Member] | Minimum [Member] | |||||||
Property, plant and equipment, useful life | 20 years | ||||||
Predecessor [Member] | Building and Improvements [Member] | Maximum [Member] | |||||||
Property, plant and equipment, useful life | 15 years | ||||||
Predecessor [Member] | Vehicles and Equipment [Member] | Minimum [Member] | |||||||
Property, plant and equipment, useful life | 7 years | ||||||
Predecessor [Member] | Vehicles and Equipment [Member] | Maximum [Member] | |||||||
Property, plant and equipment, useful life | 2 years |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Revenue | $ 474,255 | $ 644,912 | |
Predecessor [Member] | |||
Revenue | $ 133,939 | ||
New Vehicles Revenue [Member] | Successor [Member] | |||
Revenue | 259,730 | 353,228 | |
New Vehicles Revenue [Member] | Predecessor [Member] | |||
Revenue | 73,831 | ||
Preowned Vehicle Revenue [Member] | Successor [Member] | |||
Revenue | 159,288 | 213,830 | |
Preowned Vehicle Revenue [Member] | Predecessor [Member] | |||
Revenue | 45,280 | ||
Parts, Accessories, and Related Services [Member] | Successor [Member] | |||
Revenue | 24,791 | 35,607 | |
Parts, Accessories, and Related Services [Member] | Predecessor [Member] | |||
Revenue | 6,121 | ||
Finance and Insurance Revenue [Member] | Successor [Member] | |||
Revenue | 25,588 | 36,698 | |
Finance and Insurance Revenue [Member] | Predecessor [Member] | |||
Revenue | 6,861 | ||
Campground, Rental, and Other Revenue [Member] | Successor [Member] | |||
Revenue | $ 4,858 | $ 5,549 | |
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 | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Gross finance and insurance revenues | $ 27,926 | $ 41,169 | |
Additions to charge-back allowance | (2,338) | (4,471) | |
Net Finance Revenue | $ 25,588 | $ 36,698 | |
Predecessor [Member] | |||
Gross finance and insurance revenues | $ 7,483 | ||
Additions to charge-back allowance | (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 | 10 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Distributed earning allocated to common stock | ||
Undistributed loss allocated to common stock | (9,857) | (5,196) |
Net loss allocated to common stock | (9,857) | (5,196) |
Net loss allocated to participating securities | ||
Net loss allocated to common stock and participating securities | $ (9,857) | $ (5,196) |
Weighted average shares outstanding for basic earning per common share | 9,668,250 | 9,781,870 |
Dilutive effect of warrants and options | ||
Weighted average shares outstanding for diluted earnings per share computation | 9,668,250 | 9,781,870 |
Basic loss per common share | $ (1.02) | $ (0.53) |
Diluted loss per common share | $ (1.02) | $ (0.53) |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Denominator of Basic and Dilutive Earnings Per Share (Details) - Successor [Member] - shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Weighted average outstanding common shares | 8,471,608 | 8,442,371 |
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 | 9,781,870 |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - Successor [Member] - shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Share equivalents excluded from EPS | 14,955,754 | 14,488,309 |
Series A Convertible Preferred Stock [Member] | ||
Share equivalents excluded from EPS | 5,962,733 | 5,962,733 |
Warrants [Member] | ||
Share equivalents excluded from EPS | 4,677,458 | 4,677,458 |
Stock Options [Member] | ||
Share equivalents excluded from EPS | 3,658,421 | 3,798,818 |
Employee Stock Purchase Plan [Member] | ||
Share equivalents excluded from EPS | 49,300 | |
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) | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | Florida [Member] | |||
Statement Line Items [Line Items] | |||
Concentration risk percentage | 71.00% | 68.00% | |
Successor [Member] | Colorado [Member] | |||
Statement Line Items [Line Items] | |||
Concentration risk percentage | 19.00% | 14.00% | |
Predecessor [Member] | Florida [Member] | |||
Statement Line Items [Line Items] | |||
Concentration risk percentage | 81.00% | ||
Predecessor [Member] | Colorado [Member] | |||
Statement Line Items [Line Items] | |||
Concentration risk percentage | 11.00% |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2019 | Dec. 06, 2018 | Aug. 07, 2018 | Mar. 16, 2018 | Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Cash payment in an acquisition | $ 86,178 | ||||||
Successor [Member] | |||||||
Cash payment in an acquisition | $ 101,478 | $ 2,568 | |||||
Settlement of working capital | 563 | ||||||
Direct transaction costs | 2,730 | ||||||
Total goodwill, deductible for tax purposes | 15,406 | ||||||
Successor [Member] | Acquisition of Dealership [Member] | |||||||
Revenue related to acquisitions | 9,000 | 91,200 | |||||
Net loss prior to income taxes related to acquisitions | $ 1,000 | $ 3,900 | |||||
Predecessor [Member] | |||||||
Cash payment in an acquisition | |||||||
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% | ||||||
Tennessee Sales and Service, LLC [Member] | |||||||
Debt instrument, maturity date | Dec. 6, 2022 | ||||||
Monthly payments of principal and interest | $ 94 | ||||||
Debt instrument, interest rate | 5.00% | ||||||
Alliance Coach Inc. [Member] | |||||||
Debt instrument, maturity date | Aug. 1, 2021 | ||||||
Monthly payments of principal and interest | $ 134 | ||||||
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 | ||||||
Warrant exercise price | $ 11.50 |
Business Combinations - Schedul
Business Combinations - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 16, 2018 |
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 | ||
Acquisition of Dealership [Member] | |||
Inventories | $ 12,171 | $ 23,530 | |
Accounts receivable and prepaid expenses | 53 | 378 | |
Property and equipment | 77 | 6,175 | |
Intangible assets | 2,630 | 4,610 | |
Total assets acquired | 14,931 | 34,693 | |
Accounts payable, accrued expenses and other current liabilities | 243 | 719 | |
Floor plan notes payable | 11,434 | 21,163 | |
Total liabilities assumed | 11,677 | 21,882 | |
Net assets acquired | $ 3,254 | $ 12,811 |
Business Combinations - Sched_2
Business Combinations - Schedule of Fair Value of Consideration Paid (Details) - USD ($) $ in Thousands | Mar. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
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 | ||
Acquisition of Dealership [Member] | |||
Cash consideration paid | $ 15,300 | $ 2,568 | |
Amounts due (from) former owners | 24 | (107) | |
Note payable issued to former owners | 5,820 | 3,045 | |
Total consideration | $ 21,144 | $ 5,506 |
Business Combinations - Sched_3
Business Combinations - Schedule of Goodwill Associated with Merger (Details) - USD ($) $ in Thousands | Mar. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Total consideration | $ 115,578 | ||
Less net assets acquired | 87,183 | ||
Goodwill | $ 28,395 | $ 36,762 | $ 38,979 |
Acquisition of Dealership [Member] | |||
Total consideration | 21,144 | 5,506 | |
Less net assets acquired | 12,811 | 3,254 | |
Goodwill | $ 8,333 | $ 2,252 |
Business Combinations - Sched_4
Business Combinations - Schedule of Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 68,200 | ||
Trade Names, Service Marks and Domain Names [Member] | |||
Intangible Assets, Gross Asset Amount at Acquisition Date | 30,100 | ||
Customer Lists [Member] | |||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 9,100 | ||
Intangible Assets, Weighted Average Amortization Period in Years | 12 years | ||
Customer Lists [Member] | Acquisition of Dealership [Member] | |||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 210 | $ 230 | |
Intangible Assets, Weighted Average Amortization Period in Years | 7 years | ||
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] | |||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 29,000 | ||
Intangible Assets, Weighted Average Amortization Period in Years | 12 years | ||
Dealer Agreements [Member] | Acquisition of Dealership [Member] | |||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 4,400 | $ 2,400 | |
Intangible Assets, Weighted Average Amortization Period in Years | 7 years | ||
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 |
Business Combinations - Sched_5
Business Combinations - Schedule of Pro Forma Financial Information (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 676,900 | $ 715,965 |
Income before income taxes | 1,960 | 8,234 |
Net (loss) income | $ 832 | $ 3,776 |
Receivables, Net - Schedule of
Receivables, Net - Schedule of Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Less: Allowance for doubtful accounts | $ (382) | $ (687) |
Receivables, net | 16,025 | 16,967 |
Successor [Member] | ||
Receivables, gross | 16,407 | 17,654 |
Less: Allowance for doubtful accounts | (382) | (687) |
Receivables, net | 16,025 | 16,967 |
Successor [Member] | Contracts in Transit and Vehicle Receivables [Member] | ||
Receivables, gross | 11,544 | 12,291 |
Successor [Member] | Manufacturer Receivables [Member] | ||
Receivables, gross | 3,539 | 3,823 |
Successor [Member] | Finance and Other Receivables [Member] | ||
Receivables, gross | $ 1,324 | $ 1,540 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventories, net | $ 160,864 | $ 167,378 |
Successor [Member] | ||
Inventories, gross | 164,583 | 168,653 |
Less: excess of current cost over LIFO | (3,719) | (1,275) |
Inventories, net | 160,864 | 167,378 |
New Recreational Vehicles [Member] | Successor [Member] | ||
Inventories, gross | 124,096 | 129,361 |
Pre-owned Recreational Vehicles [Member] | Successor [Member] | ||
Inventories, gross | 36,639 | 34,905 |
Parts, Accessories and Other [Member] | Successor [Member] | ||
Inventories, gross | $ 3,848 | $ 4,387 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, net | $ 86,876 | $ 78,043 |
Successor [Member] | ||
Property and equipment, gross | 97,799 | 83,575 |
Less: Accumulated depreciation and amortization | (10,923) | (5,532) |
Property and equipment, net | 86,876 | 78,043 |
Successor [Member] | Land [Member] | ||
Property and equipment, gross | 22,496 | 15,555 |
Successor [Member] | Building and Improvements Including Leasehold Improvements [Member] | ||
Property and equipment, gross | 62,206 | 55,761 |
Successor [Member] | Furniture and Equipment [Member] | ||
Property and equipment, gross | 6,747 | 5,044 |
Successor [Member] | Company Vehicles and Rental Units [Member] | ||
Property and equipment, gross | 747 | 4,856 |
Successor [Member] | Construction in Progress [Member] | ||
Property and equipment, gross | $ 5,603 | $ 2,359 |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Depreciation | $ 5,583 | $ 6,848 | |
Predecessor [Member] | |||
Depreciation | $ 1,058 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Weighted average remaining amortization period | 9 years 7 months 6 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets and Accumulated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Net Asset Value | $ 68,854 | $ 70,189 |
Manufacturer Relationships [Member] | ||
Gross Carrying Amount | 35,800 | 33,400 |
Accumulated Amortization | 5,180 | 2,015 |
Net Asset Value | 30,620 | 31,385 |
Customer Relationships [Member] | ||
Gross Carrying Amount | 9,540 | 9,310 |
Accumulated Amortization | 1,406 | 606 |
Net Asset Value | 8,134 | 8,704 |
Amortizable Intangible Assets [Member] | ||
Gross Carrying Amount | 45,340 | 42,710 |
Accumulated Amortization | 6,586 | 2,621 |
Net Asset Value | 38,754 | 40,089 |
Trade Names and Trademarks [Member] | ||
Gross Carrying Amount | 30,100 | 30,100 |
Accumulated Amortization | ||
Net Asset Value | 30,100 | 30,100 |
Non-amortizable Intangible Assets [Member] | ||
Gross Carrying Amount | 75,440 | 72,810 |
Accumulated Amortization | 6,586 | 2,621 |
Net Asset Value | $ 68,854 | $ 70,189 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Amortization | $ 2,621 | $ 3,965 | |
Predecessor [Member] | |||
Amortization | $ 154 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Estimated Future Amortization (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 4,187 |
2021 | 4,187 |
2022 | 4,187 |
2023 | 4,187 |
2024 | 4,187 |
Thereafter | 17,819 |
Finite lived intangible assets, net | $ 38,754 |
Financing Liability (Details Na
Financing Liability (Details Narrative) - USD ($) $ in Thousands | Aug. 07, 2018 | Dec. 23, 2015 | Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Predecessor [Member] | |||||
Proceeds from sale of land, building and improvements | $ 56,000 | ||||
Lease term | 20 years | ||||
Lease renewal term | 10 years | ||||
Lease implied interest rate | 7.30% | ||||
Financing liability residual | $ 11,000 | ||||
Finance liability, interest paid | $ 1,020 | ||||
Finance liability, principal payments | $ 144 | ||||
Successor [Member] | |||||
Proceeds from sale of land, building and improvements | $ 5,350 | ||||
Lease term | 20 years | ||||
Lease renewal term | 10 years | ||||
Lease implied interest rate | 7.90% | ||||
Financing liability residual | $ 1,780 | ||||
Amount drawn for improvements | $ 4,206 | ||||
Percentage of outstanding, multiplier of advance | 8.00% | ||||
Finance liability, interest paid | $ 3,236 | $ 4,655 | |||
Finance liability, principal payments | $ 430 | 730 | |||
Successor [Member] | Maximum [Member] | |||||
Financing liability residual | $ 20,000 | ||||
Successor [Member] | September 30, 2019 [Member] | Maximum [Member] | |||||
Total availability for improvement funding from lessor | $ 5,000 |
Financing Liability - Schedule
Financing Liability - Schedule of Financing Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Financing liability | $ 64,568 | $ 61,324 |
Debt discount | (75) | (77) |
Financing liability, net of debt discount | 64,493 | 61,247 |
Less: current portion | 936 | 714 |
Financing liability, non-current portion | $ 63,557 | $ 60,533 |
Financing Liability - Schedul_2
Financing Liability - Schedule of Future Minimum Payments of Sale Leaseback Transactions (Details) $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 5,636 |
2021 | 5,750 |
2022 | 5,864 |
2023 | 5,982 |
2024 | 6,101 |
Thereafter | 78,560 |
Future minimum payments due | 107,893 |
Principal [Member] | |
2020 | 936 |
2021 | 1,124 |
2022 | 1,327 |
2023 | 1,549 |
2024 | 1,790 |
Thereafter | 45,062 |
Future minimum payments due | 51,788 |
Interest [Member] | |
2020 | 4,700 |
2021 | 4,626 |
2022 | 4,537 |
2023 | 4,433 |
2024 | 4,311 |
Thereafter | 33,498 |
Future minimum payments due | $ 56,105 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other Current Liabilities - Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 11,231 | $ 10,642 |
Other accrued expenses | 3,392 | 3,577 |
Customer deposits | 2,267 | 2,511 |
Accrued compensation | 2,388 | 2,164 |
Accrued charge-backs | 4,221 | 3,252 |
Accrued interest | 356 | 453 |
Total | $ 23,855 | $ 22,599 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | Mar. 16, 2018 | Feb. 27, 2017 | Nov. 18, 2015 | Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Nov. 18, 2018 |
Successor [Member] | |||||||
Repayments under long term debt with bank of america | $ 8,820 | ||||||
Successor [Member] | M&T Facility [Member] | |||||||
Line of credit maximum borrowing capacity | $ 200,000 | ||||||
Line of credit facility, expiration date | Mar. 15, 2021 | ||||||
Maximum amount of cash dividends | $ 4,446 | ||||||
Successor [Member] | BOA Floor Plan [Member] | |||||||
Repayments of lines of credit | $ 96,740 | ||||||
Successor [Member] | BOA Term Loan with M&T Facility [Member] | |||||||
Repayments under long term debt with bank of america | 8,820 | ||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | |||||||
Line of credit maximum borrowing capacity | $ 175,000 | ||||||
Line of credit rate description | The Base Rate is defined in the agreement as the highest of M&T's prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. | The $175,000 M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $45,000 may be used to finance pre-owned vehicle inventory and $4,500 may be used to finance rental units. Principal becomes due upon the sale of the related vehicle. | |||||
Maximum draw down for rental units | $ 4,500 | ||||||
Line of credit commitments percentage | 0.15% | ||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | Vehicle [Member] | |||||||
Average outstanding borrowings | $ 114,008 | ||||||
Interest rate | 3.80% | ||||||
Interest expense | $ 4,412 | ||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 2.00% | ||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 2.30% | ||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 1.00% | ||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 1.30% | ||||||
Successor [Member] | M&T Floor Plan Line of Credit [Member] | Pre-owned Vehicle Inventory [Member] | |||||||
Line of credit maximum borrowing capacity | $ 45,000 | ||||||
Successor [Member] | M&T Term Loan [Member] | |||||||
Interest rate | 4.25% | ||||||
Term loan | 20,000 | ||||||
Repayments of loan monthly installments | $ 242 | ||||||
Debt instrument maturity date | Mar. 15, 2021 | ||||||
Principal balloon payment | $ 11,300 | ||||||
Successor [Member] | M&T Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 2.25% | ||||||
Successor [Member] | M&T Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 3.00% | ||||||
Successor [Member] | M&T Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 1.25% | ||||||
Successor [Member] | M&T Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 2.00% | ||||||
Successor [Member] | M&T Revolver [Member] | |||||||
Line of credit maximum borrowing capacity | $ 5,000 | ||||||
Letter of credit sublimit | $ 1,000 | ||||||
Outstanding letters of credit | $ 162 | ||||||
Line of credit, available amount | $ 4,838 | ||||||
Successor [Member] | M&T Revolver [Member] | Minimum [Member] | |||||||
Line of credit commitments percentage | 0.25% | ||||||
Successor [Member] | M&T Revolver [Member] | Maximum [Member] | |||||||
Line of credit commitments percentage | 0.50% | ||||||
Successor [Member] | M&T Revolver [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 2.25% | ||||||
Successor [Member] | M&T Revolver [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 3.00% | ||||||
Successor [Member] | M&T Revolver [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 1.25% | ||||||
Successor [Member] | M&T Revolver [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 2.00% | ||||||
Predecessor [Member] | |||||||
Repayments under long term debt with bank of america | $ 310 | ||||||
Predecessor [Member] | Before Amentment [Member] | |||||||
Line of credit maximum borrowing capacity | $ 120,000 | ||||||
Predecessor [Member] | After Amendment [Member] | |||||||
Line of credit maximum borrowing capacity | 140,000 | ||||||
Predecessor [Member] | BOA Amended Floor Plan [Member] | New Vehicle Inventory [Member] | |||||||
Line of credit maximum borrowing capacity | 40,000 | ||||||
Predecessor [Member] | BOA Amended Floor Plan [Member] | Pre-owned Vehicle Inventory [Member] | |||||||
Maximum draw down for rental units | $ 5,000 | ||||||
Predecessor [Member] | BOA Amended Floor Plan [Member] | LIBOR [Member] | |||||||
Line of credit facility, expiration date | Nov. 18, 2018 | ||||||
Percentage of leverage ratio | 2.25% | ||||||
Predecessor [Member] | BOA Credit Agreement [Member] | |||||||
Line of credit rate description | The first of two facilities under the BOA Credit Agreement was a $13,000 term note payable ("Term Loan") which was collateralized by accounts receivable, inventory and equipment. | ||||||
Line of credit, commitment amunt | $ 20,000 | ||||||
Predecessor [Member] | BOA Credit Agreement Term Loan One [Member] | |||||||
Line of credit maximum borrowing capacity | 13,000 | ||||||
Predecessor [Member] | BOA Credit Agreement Revolving Line of Credit [Member] | |||||||
Line of credit maximum borrowing capacity | $ 7,000 | ||||||
Predecessor [Member] | BOA Credit Agreement Revolving Line of Credit [Member] | LIBOR [Member] | |||||||
Line of credit rate description | The second of the two facilities under the BOA Credit Agreement was a $7,000 revolving line of credit. | ||||||
Percentage of leverage ratio | 3.50% |
Debt - Schedule of Floor Plan N
Debt - Schedule of Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt discount | $ (47) | $ (42) |
Floor plan notes payable, net of debt discount | 143,949 | 143,469 |
Floor Plan Notes Payable [Member] | ||
Floor plan notes payable, gross | 144,133 | 143,885 |
Debt discount | (184) | (416) |
Floor plan notes payable, net of debt discount | $ 143,949 | $ 143,469 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Gross Principal Amount, Total long-term debt | $ 21,613 | $ 23,463 |
Debt Discount, Total long-term debt | (47) | (42) |
Total Debt, Net of Debt Discount, Total long-term debt | 21,566 | 23,421 |
Gross Principal Amount, current portion | 5,993 | 4,408 |
Debt Discount, current portion | ||
Total Debt, Net of Debt Discount, current portion | 5,993 | 4,408 |
Gross Principal Amount, Long term debt, non-current | 15,620 | 19,055 |
Debt Discount, Long term debt, non-current | (47) | (42) |
Total Debt, Net of Debt Discount, Long term debt, non-current | 15,573 | 19,013 |
Term Loan [Member] | ||
Gross Principal Amount, Total long-term debt | 14,925 | 17,825 |
Debt Discount, Total long-term debt | (47) | (42) |
Total Debt, Net of Debt Discount, Total long-term debt | 14,878 | 17,783 |
Acquisition Note Payable [Member] | ||
Gross Principal Amount, Total long-term debt | 6,688 | 5,638 |
Debt Discount, Total long-term debt | ||
Total Debt, Net of Debt Discount, Total long-term debt | $ 6,688 | $ 5,638 |
Debt - Schedule of Future Matur
Debt - Schedule of Future Maturities of Long Term Debt (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt - Schedule Of Future Maturities Of Long Term Debt | |
2020 | $ 5,993 |
2021 | 14,526 |
2022 | 1,094 |
Total | $ 21,613 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate, percentage | 21.00% | 21.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Current: Federal | $ 3,483 | $ 2,699 | |
Current: State | 609 | 664 | |
Current: Income tax expense | 4,092 | 3,363 | |
Deferred: Federal | (1,738) | (1,746) | |
Deferred: State | (36) | (520) | |
Deferred: Income tax expense | (1,774) | (2,266) | |
Income tax expense | $ 2,318 | $ 1,097 | |
Predecessor [Member] | |||
Current: Federal | $ 85 | ||
Current: State | 3 | ||
Current: Income tax expense | 88 | ||
Deferred: Federal | 460 | ||
Deferred: State | 170 | ||
Deferred: Income tax expense | 630 | ||
Income tax expense | $ 718 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes Calculated Using Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income taxes at statutory rate, Percentage | 21.00% | 21.00% | ||
Successor [Member] | ||||
Income taxes at statutory rate | $ (59) | $ 380 | ||
Income taxes at statutory rate, Percentage | 21.00% | 21.00% | ||
Non-deductible expense | $ 35 | $ 43 | ||
Non-deductible expense, percentage | (12.40%) | 2.40% | ||
State income taxes, net of federal tax effect | $ 500 | $ (75) | ||
State income taxes, net of federal tax effect, percentage | (177.40%) | (4.20%) | ||
Transaction costs | $ 623 | $ (61) | ||
Transaction costs percentage | (221.30%) | (3.40%) | ||
Stock-based compensation and officer compensation | $ 1,248 | $ 824 | ||
Stock-based compensation and officer compensation, percentage | (442.70%) | 43.00% | ||
Long-term incentive plan | ||||
Long-term incentive plan, percentage | 0.00% | 0.00% | ||
Effect of increase in statutory rate for current year | ||||
Effect of increase in statutory rate for current year, percentage | 0.00% | 0.00% | ||
Tax rate adjustments | ||||
Tax rate adjustments, percentage | 0.00% | 0.00% | ||
Other credits and changes in estimate and true ups | $ (29) | $ (14) | ||
Other credits and changes in estimate and true ups, percentage | 10.60% | 1.80% | ||
Income tax expense | $ 2,318 | $ 1,097 | ||
Income tax expense, percentage | (822.20%) | 60.60% | ||
Predecessor [Member] | ||||
Income taxes at statutory rate | $ 635 | |||
Income taxes at statutory rate, Percentage | 21.00% | |||
Non-deductible expense | $ 10 | |||
Non-deductible expense, percentage | 0.30% | |||
State income taxes, net of federal tax effect | $ 110 | |||
State income taxes, net of federal tax effect, percentage | 3.60% | |||
Transaction costs | $ 578 | |||
Transaction costs percentage | 18.90% | |||
Stock-based compensation and officer compensation | $ (241) | |||
Stock-based compensation and officer compensation, percentage | (7.90%) | |||
Long-term incentive plan | $ (412) | |||
Long-term incentive plan, percentage | (13.50%) | |||
Effect of increase in statutory rate for current year | ||||
Effect of increase in statutory rate for current year, percentage | 0.00% | |||
Tax rate adjustments | ||||
Tax rate adjustments, percentage | 0.00% | |||
Other credits and changes in estimate and true ups | $ 38 | |||
Other credits and changes in estimate and true ups, percentage | 1.30% | |||
Income tax expense | $ 718 | |||
Income tax expense, percentage | 23.70% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: Accounts receivable | $ 96 | $ 173 |
Deferred tax assets: Accrued charge-backs | 1,063 | 821 |
Deferred tax assets: Other accrued liabilities | 166 | 407 |
Deferred tax assets: Goodwill | ||
Deferred tax assets: Financing liability | 16,247 | 15,463 |
Deferred tax assets: Transaction costs | ||
Deferred tax assets: Stock based compensation | 894 | 676 |
Deferred tax assets: Other, net | 262 | 192 |
Deferred tax assets, Total | 18,728 | 17,732 |
Deferred tax liabilities: Prepaid expenses | (271) | (370) |
Deferred tax liabilities: Goodwill | (370) | (115) |
Deferred tax liabilities: Inventories | (4,702) | (4,939) |
Deferred tax liabilities: Property and equipment | (15,457) | (16,027) |
Deferred tax liabilities: Intangible assets | (14,378) | (14,998) |
Deferred tax liabilities, Total | (35,178) | (36,449) |
Net deferred tax (liabilities) | $ (18,717) | |
Net deferred tax assets | $ (16,450) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | Dec. 18, 2019 | Mar. 16, 2018 |
B. Luke Weil [Member] | ||
Number of common stock shares repurchased | 75,000 | |
Broker fees | $ 302 | |
Hydra Management, LLC [Member] | ||
Compensation for advisory services | $ 500 | |
Non-Executive Chairman of Board [Member] | Andina Acquisition Corp II [Member] | ||
Repayments of related party debt | 661 | |
Other Employees [Member] | Andina Acquisition Corp II [Member] | ||
Repayments of related party debt | $ 100 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Employer discretionary contribution amount | $ 676 | $ 785 | |
Predecessor [Member] | |||
Employer discretionary contribution amount | $ 179 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jan. 30, 2017 | May 31, 2018 | Dec. 31, 2019 | May 16, 2018 |
Lease expiry date | Expire through 2028. | |||
Closing price | $ 10.29 | |||
Cash and securities in escrow | $ 40 | |||
Maximum [Member] | ||||
Lease term | 10 years | |||
Minimum [Member] | ||||
Lease term | 3 years | |||
Chief Financial Officer [Member] | 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 | $ 325 | ||
Percentage of target bonus on base salary | 75.00% | 75.00% | ||
Merger Agreement [Member] | ||||
Transaction incentive plan expire date | Oct. 31, 2020 | |||
Aggregate payment to plan participants of cash | $ 1,510 | |||
Merger Agreement [Member] | Holdings [Member] | ||||
Number of shares issued | 51,896 | |||
Number of shares issued, value | $ 534 | |||
Closing price | $ 10.29 | |||
Cash and securities in escrow | $ 250 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Rent Expense (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Successor [Member] | |||
Rent expense | $ 2,426 | $ 4,232 | |
Predecessor [Member] | |||
Rent expense | $ 626 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Rent Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 3,757 |
2021 | 2,247 |
2022 | 1,872 |
2023 | 1,717 |
2024 | 1,081 |
Thereafter | 2,898 |
Total | $ 13,572 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) $ / shares in Units, $ in Thousands | Jan. 02, 2019USD ($) | Dec. 14, 2018 | Oct. 02, 2018USD ($) | Sep. 20, 2018 | Jul. 02, 2018USD ($) | Jun. 19, 2018 | Dec. 31, 2019USD ($)$ / sharesshares | Nov. 24, 2015$ / sharesshares |
Preferred stock conversion price per share | $ 9.72 | |||||||
Market price per share on the date of issuance | $ 10.29 | |||||||
Beneficial conversion feature on series a convertible preferred stock | $ | $ 3,392 | |||||||
Reduction in preferred stock | $ | $ 2,035 | |||||||
Preferred stock, dividend payment terms | On December 14, 2018, the Company's Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,210 for the period from October 1, 2018 to December 31, 2018. The dividend was paid to the holders of Series A Preferred Stock on January 2, 2019. | On September 20, 2018, the Company's Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,210 for the period from July 1, 2018 to September 30, 2018. The dividend was paid to the holders of Series A Preferred Stock on October 1, 2018. | Board of Directors declared a dividend payment on the Series A Preferred Stock of $1,425 for the period from March 15, 2018 to March 31, 2018 and for the period from April 1, 2018 to June 30, 2018. The dividend was paid on July 2, 2018 to the holders. | The Company did not declare a dividend payment. As a result, as of December 31, 2019, $5,910 of dividends were accrued and included in the carrying amount of the Series A Convertible Preferred Stock in the accompanying consolidated balance sheets. | ||||
Dividend payment on preferred stock | $ | $ 1,210 | $ 1,210 | $ 1,425 | $ 5,910 | ||||
Measurement Input, Expected Term [Member] | ||||||||
Fair value assumptions, measurement input, term | 5 years | |||||||
Measurement Input, Price Volatility [Member] | ||||||||
Fair value assumptions, measurement input, percentages | 0.39 | |||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Fair value assumptions, measurement input, percentages | 0.0261 | |||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||
Fair value assumptions, measurement input, percentages | 0 | |||||||
Common Stock [Member] | ||||||||
Warrant to purchase common shares | 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 | 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 | shares | 596,273 | |||||||
Warrant exercise price | $ 11.50 | |||||||
Private Placement [Member] | ||||||||
Sale of stock consideration | $ | $ 94,800 | |||||||
Private Placement [Member] | Series A Preferred Stock [Member] | ||||||||
Number of shares issued | shares | 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 | shares | 500,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 02, 2019 | Nov. 06, 2019 | May 20, 2019 | Jun. 16, 2018 | May 31, 2018 | May 07, 2018 | Mar. 23, 2018 | Mar. 16, 2018 | Mar. 16, 2018 | Jun. 12, 2017 | Mar. 02, 2017 | Jan. 30, 2017 | Nov. 24, 2015 | Jan. 31, 2019 | Apr. 30, 2017 | Mar. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common stock, shares outstanding | 8,471,608 | 8,428,666 | |||||||||||||||||
Number of shares options granted | 505,000 | ||||||||||||||||||
Fair value of the options issued | $ 1,831 | ||||||||||||||||||
Expected term | 3 years 9 months | ||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||
Released from escrow | $ 109 | $ 109 | |||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Stock options exercise price per share | $ 21.77 | ||||||||||||||||||
Fair value of the options issued | $ 269 | ||||||||||||||||||
PIPE Investment [Member] | |||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,522,458 | 2,522,458 | |||||||||||||||||
Placement Agent [Member] | |||||||||||||||||||
Number of warrant to purchase shares of common stock | 178,882 | ||||||||||||||||||
Warrant exercise price | $ 11.50 | ||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||
Warrants Holders [Member] | |||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,000,000 | 2,000,000 | |||||||||||||||||
Non-Employee Directors [Member] | |||||||||||||||||||
Stock option issued to purchase units | 14,218 | ||||||||||||||||||
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 | ||||||||||||||||||
Granted stock options term | 5 years | ||||||||||||||||||
Employees [Member] | |||||||||||||||||||
Number of shares options granted | 505,000 | ||||||||||||||||||
Fair value of the options issued | $ 957 | ||||||||||||||||||
Stock options vesting term | 4 years | ||||||||||||||||||
Granted stock options term | 5 years | ||||||||||||||||||
Employees [Member] | Minimum [Member] | |||||||||||||||||||
Stock options exercise price per share | $ 4.50 | ||||||||||||||||||
Employees [Member] | Maximum [Member] | |||||||||||||||||||
Stock options exercise price per share | 8.50 | ||||||||||||||||||
Option Holders [Member] | |||||||||||||||||||
Payments for merger related costs | $ 2,636 | ||||||||||||||||||
Share issued during period merger, value | $ 530 | ||||||||||||||||||
Number of shares issued during period merger | 51,529 | ||||||||||||||||||
Non-Redeemable Pre-funded Warrants [Member] | |||||||||||||||||||
Number of warrant to purchase shares of common stock | 2,155,000 | 2,155,000 | |||||||||||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||
Warrants exchange | 4,310,000 | 4,310,000 | |||||||||||||||||
Number of warrant exercisable on cashless basis | 155,000 | 155,000 | |||||||||||||||||
Non-Redeemable Pre-funded Warrants [Member] | Placement Agent [Member] | |||||||||||||||||||
Number of warrant to purchase shares of common stock | 116,376 | 116,376 | |||||||||||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of shares issued under ESPP | 35,058 | ||||||||||||||||||
Common stock, shares outstanding | 1,872,428 | 1,872,428 | |||||||||||||||||
Number of shares issued for shares conversion | 615,436 | ||||||||||||||||||
Reclassification of andina common stock previously subject to redemption, shares | 472,571 | ||||||||||||||||||
Reclassification of andina common stock previously subject to redemption | $ 4,910 | ||||||||||||||||||
Issuance of shares in acquisition of lazydays, shares | 2,857,189 | ||||||||||||||||||
Shares issued, price per share | $ 3.587 | $ 10.29 | $ 10.29 | ||||||||||||||||
Issuance of shares in acquisition of lazydays | $ 29,400 | ||||||||||||||||||
Number of shares issued under ESPP, value | $ 126 | ||||||||||||||||||
Number of common stock shares sold | 2,653,984 | ||||||||||||||||||
Number of warrant to purchase shares of common stock | 200,000 | ||||||||||||||||||
Warrant exercise price | $ 11.50 | ||||||||||||||||||
Payments for offering costs | $ 2,065 | ||||||||||||||||||
Warrant redemption price per share | $ 0.01 | ||||||||||||||||||
Shares Issuable pursuant to Andina rights | 57,142 | ||||||||||||||||||
Common Stock [Member] | Unit Purchase Options [Member] | |||||||||||||||||||
Shares Issuable pursuant to Andina rights | 457,142 | ||||||||||||||||||
Common Stock [Member] | Warrants Holders [Member] | |||||||||||||||||||
Warrant redemption price per share | $ 0.01 | $ 0.01 | |||||||||||||||||
Common Stock [Member] | Non-Redeemable Pre-funded Warrants [Member] | |||||||||||||||||||
Number of warrant to purchase shares of common stock | 1,339,499 | 1,339,499 | |||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | |||||||||||||||||
Warrant redemption price per share | $ 0.01 | $ 0.01 | |||||||||||||||||
Common Stock [Member] | Warrant One [Member] | |||||||||||||||||||
Number of warrant to purchase shares of common stock | 1,630,927 | 1,630,927 | |||||||||||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||
Proceeds from issuance of warrants | $ 34,783 | ||||||||||||||||||
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 | ||||||||||||||||||
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 | $ 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 | 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 | 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 | 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 | 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 | ||||||||||||||||||
Stock options exercise price per share | $ 11.10 | 11.10 | |||||||||||||||||
Number of options forfeited | 15,123 | ||||||||||||||||||
Stock options vesting term | 3 years | ||||||||||||||||||
Granted stock options term | 5 years | ||||||||||||||||||
CEO Stock Options [Member] | |||||||||||||||||||
Number of shares options granted | 1,458,414 | ||||||||||||||||||
CFO Stock Options [Member] | |||||||||||||||||||
Number of shares options granted | 583,366 | 583,366 | |||||||||||||||||
Number of options forfeited | 583,366 | ||||||||||||||||||
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 | $ 2,178 | ||||||||||||||||||
Weighted average service period | 1 year 9 months 18 days | ||||||||||||||||||
Weighted average grant date fair value of awards issued | $ 1.89 | ||||||||||||||||||
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 | 600,000 | 625,748 | |||||||||||||||||
2019 Employee Stock Purchase Plan [Member] | |||||||||||||||||||
Number of common shares reserved for future issuance | 900,000 | ||||||||||||||||||
Common stock purchase price, description | Participants in the plan may purchase shares of common stock at a purchase price which will not be less than the lesser of 85% of the fair market value per share of the common on the first day of the purchase period or the last day of the purchase period. | ||||||||||||||||||
Number of shares issued under ESPP | 35,058 | ||||||||||||||||||
Number of shares available for issuance | 864,942 | ||||||||||||||||||
Stock based compensation | $ 65 | ||||||||||||||||||
Stock Repurchase Program [Member] | |||||||||||||||||||
Shares authorized to repurchase, value | $ 4,000 | ||||||||||||||||||
Number of shares repurchased | 78,000 | ||||||||||||||||||
Number of shares repurchased, value | $ 314 | ||||||||||||||||||
2010 Equity Incentive Plan [Member] | |||||||||||||||||||
Stock option issued to purchase units | 75,561 | ||||||||||||||||||
Compensation expenses cancelled options | $ 14 | ||||||||||||||||||
2010 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||||||||||
Stock option issued to purchase units price per share | $ 68.80 | ||||||||||||||||||
2010 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||
Maximum percentage on options may be issued | 10.00% | ||||||||||||||||||
Stock option issued to purchase units | 100,000 | ||||||||||||||||||
Stock option issued to purchase units price per share | $ 137.60 | ||||||||||||||||||
2010 Equity Incentive Plan [Member] | Board of Directors [Member] | Maximum [Member] | |||||||||||||||||||
Stock option issued to purchase units | 333,333 | ||||||||||||||||||
2017 Equity Incentive Plan [Member] | |||||||||||||||||||
Stock option issued to purchase units | 66,666 | 216,667 | |||||||||||||||||
Stock options exercise price per share | $ 26 | $ 26 | |||||||||||||||||
Stock option vesting percentage | 25.00% | 25.00% | |||||||||||||||||
Fair value of the options issued | $ 466 | $ 1,562 | |||||||||||||||||
Granted stock options term | 10 years | 10 years | |||||||||||||||||
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 | ||||||||||||||||||
Stock based compensation | $ 8,618 | $ 4,864 | |||||||||||||||||
Stock based compensation related to awards with market conditions | 8,541 | 4,556 | |||||||||||||||||
Stock based compensation related to awards with service conditions | $ 77 | $ 243 | |||||||||||||||||
Successor [Member] | Common Stock [Member] | |||||||||||||||||||
Number of shares issued under ESPP | 35,058 | ||||||||||||||||||
Number of shares issued for shares conversion | 615,436 | ||||||||||||||||||
Issuance of shares in acquisition of lazydays, shares | 2,857,189 | ||||||||||||||||||
Issuance of shares in acquisition of lazydays | |||||||||||||||||||
Number of shares issued under ESPP, value | |||||||||||||||||||
Successor [Member] | Stock Options [Member] | |||||||||||||||||||
Weighted average grant date fair value of awards issued | $ 4.16 | ||||||||||||||||||
Increased Plan By Formula [Member] | 2018 Long-Term Incentive Equity Plan [Member] | |||||||||||||||||||
Maximum percentage on options may be issued | 18.00% | ||||||||||||||||||
Exceeds Price Point [Member] | Common Stock [Member] | Warrants Holders [Member] | |||||||||||||||||||
Common stock market price per share | $ 24 | 24 | |||||||||||||||||
Exceeds Price Point [Member] | Common Stock [Member] | Non-Redeemable Pre-funded Warrants [Member] | |||||||||||||||||||
Warrant redemption price per share | $ 24 | $ 24 | |||||||||||||||||
Predecessor [Member] | |||||||||||||||||||
Common stock, shares authorized | 4,500,000 | ||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||
Preferred stock, shares authorized | 150,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||
Stock based compensation | $ 140 | ||||||||||||||||||
Preferred stock, shares undesignated | 140,000 | ||||||||||||||||||
Predecessor [Member] | Senior Preferred Stock [Member] | |||||||||||||||||||
Number of shares issued for shares conversion | 2,333,331 | ||||||||||||||||||
Preferred stock, shares designated | 10,000 | 10,000 | |||||||||||||||||
Distributable in Cash [Member] | |||||||||||||||||||
Cash paid to settle the options | $ 1,500 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) | 12 Months Ended |
Dec. 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) | 12 Months Ended |
Dec. 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 | 505,000 |
Shares of Common Stock Underlying Options, Cancelled or terminated | shares | (364,603) |
Shares of Common Stock Underlying Options, Exercised | shares | |
Shares of Common Stock Underlying Options, outstanding, December 31, 2019 | shares | 3,798,818 |
Shares of Common Stock Underlying Options, vested, December 31, 2019 | shares | 28,152 |
Weighted Average Exercise Price outstanding, January 01, 2019 | $ / shares | $ 11.10 |
Weighted Average Exercise Price, Granted | $ / shares | 7.55 |
Weighted Average Exercise Price, Cancelled or terminated | $ / shares | 11.10 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price outstanding, December 31, 2019 | $ / shares | 10.63 |
Weighted Average Exercise Price, vested, December 31, 2019 | $ / shares | $ 11.10 |
Weighted Average Remaining Contractual Life outstanding, December 31, 2019 | 3 years 4 months 24 days |
Weighted Average Remaining Contractual Life, vested, December 31, 2019 | 3 years 2 months 12 days |
Aggregate Intrinsic Value, outstanding, January 1, 2019 | $ | |
Aggregate Intrinsic Value, vested, December 31, 2019 | $ |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Fair Value Assumptions of Awards (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Risk free interest rate, minimum | 1.70% |
Risk free interest rate, maximum | 2.51% |
Expected term (years) | 3 years 9 months |
Expected volatility, minimum | 52.00% |
Expected volatility, maximum | 55.00% |
Expected dividends | 0.00% |