Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 18, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Lazydays Holdings, Inc. | ||
Entity Central Index Key | 0001721741 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 to Form 10-K/A (this "Amendment" or "Form 10-K/A") amends the Lazydays Holdings, Inc. (the "Company") Annual Report on Form 10-K for the year ended December 31, 2020 originally filed with the Securities and Exchange Commission ("SEC") on March 19, 2021 by the Company (the "Original Filing"). This Amendment restates the Company's previously issued consolidated financial statements as of and for the years ended December 31, 2020 and 2019. See Note 2, Restatement of Previously Reported Financial Statements, in Item 8, Financial Statements and Supplementary Data, for additional information. The relevant unaudited interim financial information for each of the quarters during the years ended December 31, 2020 and 2019 has also been restated. See Note 19, Quarterly Financial Data (Unaudited and Restated), in Item 8, Financial Statements and Supplementary Data, for such restated information. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 45,300 | ||
Entity Common Stock, Shares Outstanding | 10,757,393 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 63,512 | $ 31,458 |
Receivables, net of allowance for doubtful accounts of $659 and $382 at December 31, 2020 and December 31, 2019, respectively | 19,464 | 16,025 |
Inventories | 116,267 | 160,864 |
Income tax receivable | 1,898 | 326 |
Prepaid expenses and other | 2,740 | 2,999 |
Total current assets | 203,881 | 211,672 |
Property and equipment, net | 106,320 | 86,876 |
Operating lease assets | 15,472 | |
Goodwill | 45,095 | 38,979 |
Intangible assets, net | 72,757 | 68,854 |
Other assets | 473 | 255 |
Total assets | 443,998 | 406,636 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 38,781 | 23,855 |
Dividends payable | 1,210 | |
Floor plan notes payable, net of debt discount | 105,399 | 143,949 |
Financing liability, current portion | 1,462 | 936 |
Long-term debt, current portion | 24,161 | 5,993 |
Operating lease liability, current portion | 3,164 | |
Total current liabilities | 174,177 | 174,733 |
Long term liabilities | ||
Financing liability, non-current portion, net of debt discount | 78,634 | 63,557 |
Long term debt, non-current portion, net of debt discount | 8,445 | 15,573 |
Operating lease liability, non-current portion | 12,056 | |
Deferred tax liability | 15,091 | 16,450 |
Warrant liabilities | 15,096 | 747 |
Total liabilities | 303,499 | 271,060 |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020 and December 31, 2019; liquidation preference of $60,000 and $65,910 as of December 31, 2020 and December 31, 2019, respectively | 54,983 | 60,893 |
Stockholders' Equity | ||
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized; | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 9,656,041 and 8,506,666 shares issued and 9,514,742 and 8,428,666 outstanding at December 31, 2020 and December 31, 2019, respectively | ||
Additional paid-in capital | 71,226 | 70,195 |
Treasury Stock, at cost, 141,299 and 78,000 shares at December 31, 2020 and December 31, 2019, respectively | (499) | (314) |
Retained earnings | 14,789 | 4,802 |
Total stockholders' equity | 85,516 | 74,683 |
Total liabilities and stockholders' equity | $ 443,998 | $ 406,636 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||||
Allowance for doubtful accounts | $ 659 | $ 382 | |||
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 | $ 60,000 | $ 65,910 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 9,656,041 | 9,593,150 | 8,548,524 | 8,506,666 | 8,506,666 |
Common stock, shares outstanding | 9,514,742 | 9,451,851 | 8,407,225 | 8,506,666 | 8,428,666 |
Treasury stock, shares | 141,299 | 141,299 | 141,299 | 122,729 | 78,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||
New and pre-owned vehicles | $ 729,872 | $ 567,058 |
Other | 87,238 | 77,854 |
Total revenues | 817,110 | 644,912 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
New and pre-owned vehicles (including adjustments to the LIFO reserve of ($93) and $2,445, respectively) | 615,954 | 493,121 |
Other | 22,174 | 19,612 |
Total cost applicable to revenue | 638,128 | 512,733 |
Transaction costs | 935 | 865 |
Depreciation and amortization | 11,262 | 10,813 |
Stock-based compensation | 1,566 | 4,864 |
Selling, general, and administrative expenses | 117,681 | 103,509 |
Income from operations | 47,538 | 12,128 |
Other income/expenses | ||
(Loss) gain on sale of property and equipment | (7) | 11 |
Interest expense | (8,047) | (10,328) |
Change in fair value of warrant liabilities | (14,494) | 3,751 |
Total other expense | (22,548) | (6,566) |
Income before income tax expense | 24,990 | 5,562 |
Income tax expense | (10,364) | (1,097) |
Net income | 14,626 | 4,465 |
Dividends on Series A Convertible Preferred Stock | (6,283) | (5,910) |
Net income attributable to common stock and participating securities | $ 8,343 | $ (1,445) |
EPS: | ||
Basic and diluted income per share | $ 0.57 | $ (0.15) |
Weighted average shares outstanding - basic and diluted | 9,809,783 | 9,781,870 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Adjustments to LIFO reserve | $ (93) | $ 2,445 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] | Total | |
Balance at Dec. 31, 2018 | $ 71,615 | $ 337 | $ 71,952 | |||
Balance, shares at Dec. 31, 2018 | 8,471,608 | |||||
Stock-based compensation | 4,864 | 4,864 | ||||
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 | |||||
Dividends on Series A preferred stock | (5,910) | (5,910) | ||||
Net income | 4,465 | 4,465 | ||||
Balance at Dec. 31, 2019 | $ (314) | 70,195 | 4,802 | 74,683 | ||
Balance, shares at Dec. 31, 2019 | 8,506,666 | 78,000 | ||||
Net income | [1] | 3,399 | ||||
Balance at Mar. 31, 2020 | 76,973 | |||||
Balance at Dec. 31, 2019 | $ (314) | 70,195 | 4,802 | 74,683 | ||
Balance, shares at Dec. 31, 2019 | 8,506,666 | 78,000 | ||||
Net income | 8,709 | |||||
Balance at Jun. 30, 2020 | 81,049 | |||||
Balance at Dec. 31, 2019 | $ (314) | 70,195 | 4,802 | 74,683 | ||
Balance, shares at Dec. 31, 2019 | 8,506,666 | 78,000 | ||||
Net income | 12,409 | |||||
Balance at Sep. 30, 2020 | 83,223 | |||||
Balance at Dec. 31, 2019 | $ (314) | 70,195 | 4,802 | 74,683 | ||
Balance, shares at Dec. 31, 2019 | 8,506,666 | 78,000 | ||||
Stock-based compensation | 1,566 | 1,566 | ||||
Repurchase of Treasury Stock | $ (185) | (185) | ||||
Repurchase of Treasury Stock, shares | 63,299 | |||||
Shares issued pursuant to the Employee Stock Purchase Plan | 335 | 335 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 42,194 | |||||
Conversion of pre-funded warrants, warrants and options | 774 | 774 | ||||
Conversion of pre-funded warrants, warrants and options, shares | 1,107,181 | |||||
Dividends on Series A preferred stock | (1,644) | (4,639) | (6,283) | |||
Net income | 14,626 | 14,626 | ||||
Balance at Dec. 31, 2020 | $ (499) | $ 71,226 | $ 14,789 | 85,516 | ||
Balance, shares at Dec. 31, 2020 | 9,656,041 | 141,299 | ||||
Balance at Mar. 31, 2020 | 76,973 | |||||
Net income | [1] | 5,310 | ||||
Balance at Jun. 30, 2020 | 81,049 | |||||
Net income | [1] | 3,700 | ||||
Balance at Sep. 30, 2020 | $ 83,223 | |||||
[1] | Due to the impact of the restatement described in Note 2, amounts presented herein do not agree to amounts included within previously filed Form 10-Q's. For the quarters ended March 31, June 30, and September 30, 2020: Net income has been adjusted by $412, ($2,758), and ($7,899), respectively; loss per share - basic and diluted has been adjusted by $0.04, ($0.14), and ($0.42), respectively. For the quarters ended March 31, June 30 and September 30, 2019: Net income has been adjusted by $1,955, $1,954 and ($74), respectively; loss per share - basic and diluted has been adjusted by $0.13, $0.12, and ($0.01), respectively. For the quarters ended March 31, June 30 and September 20, 2018: Net income has been adjusted by ($249), ($237), and $1,284, respectively; loss per share - basic and diluted has been adjusted by ($0.03), ($0.02), and $0.14, respectively. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | ||
Net income | $ 14,626 | $ 4,465 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock based compensation | 1,566 | 4,864 |
Bad debt expense | 320 | 339 |
Depreciation and amortization of property and equipment | 6,682 | 6,848 |
Amortization of operating lease assets | 3,632 | |
Amortization of intangible assets | 4,580 | 3,965 |
Amortization of debt discount | 109 | 220 |
Non-cash lease expense | 186 | |
Loss (gain) on sale of property and equipment | 7 | (11) |
Deferred income taxes | (1,360) | (2,267) |
Change in fair value of warrant liabilities | 14,494 | (3,751) |
Changes in operating assets and liabilities: | ||
Receivables | (2,396) | 629 |
Inventories | 63,357 | 21,477 |
Prepaid expenses and other | 426 | 291 |
Income tax receivable/payable | (1,572) | 2,304 |
Other assets | (215) | 103 |
Accounts payable, accrued expenses and other current liabilities | 10,192 | (554) |
Operating lease liability | (3,567) | |
Total Adjustments | 96,441 | 34,457 |
Net Cash Provided By Operating Activities | 111,067 | 38,922 |
Cash Flows From Investing Activities | ||
Cash paid for acquisitions | (16,653) | (2,568) |
Proceeds from sales of property and equipment | 4,970 | 37 |
Purchases of property and equipment | (18,641) | (16,875) |
Net Cash Used In Investing Activities | (30,324) | (19,406) |
Cash Flows From Financing Activities | ||
Net repayments under M&T bank floor plan | (59,442) | (11,151) |
Borrowings under Houston mortgage with M&T bank and PPP Loans | 14,840 | |
Repayment of long term debt with M&T bank | (2,303) | (2,900) |
Proceeds from financing liability | 12,772 | 3,972 |
Repayments of financing liability | (1,101) | (730) |
Payment of dividends on Series A preferred stock | (10,983) | (1,210) |
Repurchase of Unit Purchase Options | (500) | |
Repurchase of Treasury Stock | (185) | (314) |
Proceeds from shares issued pursuant to the Employee Stock Purchase Plan | 335 | 126 |
Proceeds from exercise of stock options | 629 | |
Proceeds from acquisition note payable | ||
Repayments of acquisition notes payable | (3,102) | (1,930) |
Loan issuance costs | (149) | (24) |
Net Cash Used In Financing Activities | (48,689) | (14,661) |
Net Increase In Cash | 32,054 | 4,855 |
Cash - Beginning | 31,458 | 26,603 |
Cash - Ending | 63,512 | 31,458 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 8,176 | 10,120 |
Cash paid during the period for income taxes net of refunds received | 13,296 | 1,061 |
Non-Cash Investing and Financing Activities | ||
Rental vehicles transferred to inventory, net | 2,792 | |
Fixed assets purchased with accounts payable | 3,534 | 1,546 |
Accrued dividends on Series A Preferred Stock | 1,210 | 5,910 |
Operating lease assets - ASC 842 adoption | (17,781) | |
Operating lease liabilities - ASC 842 adoption | 17,845 | |
Operating lease assets - new | (756) | |
Operating lease liabilities - new | 756 | |
Notes payable incurred in acquisitions | 1,600 | 3,045 |
Net assets acquired in acquisitions | $ 12,137 | $ 5,613 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
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 ten locations including two in the state of Florida, two in the state of Colorado, two in the state of Arizona, one in the state of Tennessee, one in the state of Minnesota and two in the state of Indiana. 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 and extended warranty providers. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements for the years ended December 31, 2020 and 2019 include the accounts of Holdings, Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, Lazydays Mile Hi RV, LLC, Lazydays of Minneapolis LLC, LDRV of Tennessee LLC, Lone Star Acquisition LLC, Lone Star Diversified LLC, LDRV Acquisition Corp of Nashville LLC, LDRV of Nashville LLC, Lazydays RV of Phoenix, LLC, Lazydays RV of Elkhart, LLC, Lazydays Land of Elkhart, LLC, Lazydays Service of Elkhart, LLC, Lazydays RV of Chicagoland, LLC and Lazydays Land of Chicagoland, LLC (collectively, the “Company” or “Lazydays”). All significant inter-company accounts and transactions have been eliminated in consolidation. Restatement of Previously Reported Financial Statements On April 12, 2021, in the SEC Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”), the SEC staff clarified its interpretations of certain generally accepted accounting principles related to certain terms that are common in warrants issued in connection with the initial public offerings of SPACs. The SEC Staff Statement addressed certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company that preclude the warrants from being classified as components of equity. In May 2021, management of the Company concluded that the Company’s previously issued consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 and for each of the interim quarterly periods therein (the “Non-Reliance Period”) should no longer be relied upon. As such, the Company is restating its financial statements in this Annual Report on Form 10-K/A to make the necessary accounting adjustments related to the accounting for certain previously issued warrants to conform with the SEC Staff Statement described below. These warrants include (i) warrants to purchase 155,000 shares of common stock at a price of $11.50 per share issued in a private placement concurrently with the merger on March 15. 2018 (the “Private Warrants”) and (ii) warrants to purchase 2,522,458 shares of common stock at a price of $11.50 per share issued in connection with the Private Investment in Public Equity (PIPE) transaction that occurred with the merger on March 15, 2018. (the “PIPE Warrants”). Since issuance, these warrants were classified within equity in the Company’s financial statements. A third class of warrants, the Company’s Public Warrants issued in connection with the merger on March 15, 2018, were evaluated and determined to be properly stated as equity. As clarified by the SEC staff interpretation of Accounting Standards Codification 815-40, Contracts in an Entity’s Own Equity, (“ASC 815-40”), the Company’s Private Warrants and PIPE Warrants are classified as liabilities with changes in the estimated fair values of the derivative instruments reported in the statement of operations. As a result of the above, the Company has restated its consolidated financial statements for the Non-Reliance Period to reflect (i) the Private Warrants as liabilities for all periods presented and (ii) the PIPE Warrants as liabilities for all periods presented. The impact of the restatement on the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows for the Non-Reliance Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. The tables below set forth certain consolidated balance sheet amounts originally reported, adjustments, and the restated amounts as of December 31, 2020 and 2019. December 31. 2020 As Previously Reported Restatement As Restated Total Assets $ 443,998 $ - $ 443,998 Liabilities and Stockholder’ Equity Total current liabilities $ 174,177 $ - 174,177 Financing liability, non-current portion, net of debt discount 78,634 - 78,634 Long term debt, non-current portion, net of debt discount 8,445 - 8,445 Operating lease liability, non-current portion 12,056 - 12,056 Deferred tax liability 15,091 - 15,091 Warrant liabilities - 15,096 15,096 Total liabilities 288,403 15,096 303,499 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 54,983 - 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; 9,656,041 shares issued and 9,514,742 outstanding at December 31, 2020 - - - Additional paid-in capital 80,072 (8,846 ) 71,226 Treasury Stock, at cost, 141,299 shares at December 31, 2020 (499 ) - (499 ) Retained earnings 21,039 (6,250 ) 14,789 Total stockholders’ equity 100,612 (15,096 ) 85,516 Total liabilities and stockholders’ equity $ 443,998 $ - $ 443,998 December 31. 2019 As Previously Reported Restatement As Restated Total Assets $ 406,636 $ - $ 406,636 Liabilities and Stockholder’ Equity Total current liabilities $ 174,733 $ - 174,733 Financing liability, non-current portion, net of debt discount 63,557 - 63,557 Long term debt, non-current portion, net of debt discount 15,573 - 15,573 Operating lease liability, non-current portion - - - Deferred tax liability 16,450 - 16,450 Warrant liabilities - 747 747 Total liabilities 270,313 747 271,060 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2019; liquidation preference of $65,910 as of December 31, 2019 60,893 - 60,893 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 shares issued and 8,428,666 outstanding at December 31, 2019 - - - Additional paid-in capital 79,186 (8,991 ) 70,195 Treasury Stock, at cost, 78,000 shares at December 31, 2019 (314 ) - (314 ) Retained earnings (3,442 ) 8,244 4,802 Total stockholders’ equity 75,430 (747 ) 74,683 Total liabilities and stockholders’ equity $ 406,636 $ - $ 406,636 The tables below set forth the consolidated statements of operations amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020, 2019 and 2018. December 31. 2020 As Previously Reported Restatement As Restated Income from Operations $ 47,538 $ - $ 47,538 Other income/expenses Loss on sale of property and equipment (7 ) - (7 ) Interest expense (8,047 ) - (8,047 ) Change in fair value of warrant liabilities - (14,494 ) (14,494 ) Total other expense (8,054 ) (14,494 ) (22,548 ) Income before income tax expense 39,484 (14,494 ) 24,990 Income tax expense (10,364 ) - (10,364 ) Net income $ 29,120 $ (14,494 ) $ 14,626 Dividends of Series A Convertible Preferred Stock (6,283 ) - (6,283 ) Net income (loss) attributable to common stock and participating securities $ 22,837 $ (14,494 ) $ 8,343 EPS: Basic and diluted income (loss) per share $ 1.56 $ (0.99 ) $ 0.57 Weighted average shares outstanding basic and diluted 9,809,783 9,809,783 9,809,783 December 31. 2019 As Previously Reported Restatement As Restated Income from Operations $ 12,128 $ - $ 12,128 Other income/expenses Gain on sale of property and equipment 11 - 11 Interest expense (10,328 ) - (10,328 ) Change in fair value of warrant liabilities - 3,751 3,751 Total other expense (10,317 ) 3,751 (6,566 ) Income before income tax expense 1,811 3,751 5,562 Income tax expense (1,097 ) - (1,097 ) Net income $ 714 $ 3,751 $ 4,465 Dividends of Series A Convertible Preferred Stock (5,910 ) - (5,910 ) Net income (loss) attributable to common stock and participating securities $ (5,196 ) $ 3,751 $ (1,445 ) EPS: Basic and diluted income (loss) per share $ (0.53 ) $ 0.38 $ (0.15 ) Weighted average shares outstanding basic and diluted 9,781,870 9,781,870 9,781,870 December 31. 2018 As Previously Reported Restatement As Restated Income from Operations $ 7,698 $ - $ 7,698 Other income/expenses Gain on sale of property and equipment 1 - 1 Interest expense (8,001 ) - (8,001 ) Change in fair value of warrant liabilities - 4,493 4,493 Total other expense (8,000 ) 4,493 (3,507 ) Income before income tax expense (302 ) 4,493 4,191 Income tax expense (2,318 ) - (2,318 ) Net income $ (2,620 ) $ 4,493 $ 1,873 Dividends of Series A Convertible Preferred Stock (3,845 ) - (3,845 ) Deemed dividend on Series A Convertible Preferred Stock (3,392 ) (3,392 ) Net income (loss) attributable to common stock and participating securities $ (9,857 ) $ 4,493 $ (5,364 ) EPS: Basic and diluted income (loss) per share $ (1.02 ) $ 0.47 $ (0.55 ) Weighted average shares outstanding basic and diluted 9,668,250 9,668,250 9,668,250 The tables below set forth the consolidated statements of cash flow amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020, 2019 and 2018. December 31. 2020 As Previously Reported Restatement As Restated Net Income $ 29,120 $ (14,494 ) $ 14,626 Adjustments to reconcile net income to net cash provided by operating activities: 81,947 81,947 Change in fair value of warrant liabilities - 14,494 14,494 Net cash provided by operating activities 111,067 - 111,067 Net cash used in investing activities (30,324 ) - (30,324 ) Net cash used in financing activities (48,689 ) - (48,689 ) Net change in cash and cash equivalents 32,054 - 32,054 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 63,512 $ - $ 63,512 December 31. 2019 As Previously Reported Restatement As Restated Net Income $ 714 $ 3,751 $ 4,465 Adjustments to reconcile net income to net cash provided by operating activities: 38,208 38,208 Change in fair value of warrant liabilities - (3,751 ) (3,751 ) Net cash provided by operating activities 38,922 - 38,922 Net cash used in investing activities (19,406 ) - (19,406 ) Net cash used in financing activities (14,661 ) - (14,661 ) Net change in cash and cash equivalents 4,855 - 4,855 Cash - Beginning 26,603 - 26,603 Cash - Ending $ 31,458 $ - $ 31,458 December 31. 2018 As Previously Reported Restatement As Restated Net Income $ (2,620 ) $ 4,493 $ 1,873 Adjustments to reconcile net income to net cash provided by operating activities: (12,706 ) (12,706 ) Change in fair value of warrant liabilities - (4,493 ) (4,493 ) Net cash used in operating activities (15,326 ) - (15,326 ) Net cash used in investing activities (95,876 ) - (95,876 ) Net cash provided by financing activities 127,134 - 127,134 Net change in cash and cash equivalents 15,932 - 15,932 Cash - Beginning 10,671 - 10,671 Cash - Ending $ 26,603 $ - $ 26,603 The tables below set forth the unaudited condensed consolidated balance sheet and condensed consolidated statement of operations originally reported, adjustments, and the restated balances as of and for the three and nine months ended September 30, 2020 and the condensed consolidated statement of cash flow amounts originally reported, adjustments, and the restated balances for the nine months ended September 30, 2020. September 30, 2020 (unaudited) As Previously Reported Restatement As Restated Total Assets $ 397,905 $ - $ 397,905 Liabilities and Stockholder’ Equity Total current liabilities $ 137,808 $ - 137,808 Financing liability, non-current portion, net of debt discount 71,095 - 71,095 Long term debt, non-current portion, net of debt discount 10,512 - 10,512 Operating lease liability, non-current portion 12,841 - 12,841 Deferred tax liability 16,451 - 16,451 Warrant liabilities - 10,992 10,992 Total liabilities 248,707 10,992 259,699 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 54,983 - 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; 9,593,150 shares issued and 9,451,851 outstanding at September 30, 2020 - - - Additional paid-in capital 78,931 (8,991 ) 69,940 Treasury Stock, at cost, 141,299 shares at September 30, 2020 (499 ) - (499 ) Retained earnings 15,783 (2,001 ) 13,782 Total stockholders’ equity 94,215 (10,992 ) 83,223 Total liabilities and stockholders’ equity $ 397,905 $ - $ 397,905 Three months ended September 30, 2020 (Unaudited) Nine months ended September 30, 2020 (Unaudited) As Previously Reported Restatement As Restated As Previously Reported Restatement As Restated Income from Operations $ 17,532 $ - $ 17,532 $ 36,944 $ - $ 36,944 Other income/expenses Loss on sale of property and equipment - - - (8 ) - (8 ) Interest expense (1,749 ) - (1,749 ) (6,262 ) - (6,262 ) Change in fair value of warrant liabilities - (7,899 ) (7,899 ) - (10,245 ) (10,245 ) Total other expense (1,749 ) (7,899 ) (9,648 ) (6,270 ) (10,245 ) (16,515 ) Income before income tax expense 15,783 (7,899 ) 7,884 30,674 (10,245 ) 20,429 Income tax expense (4,184 ) - (4,184 ) (8,020 ) - (8,020 ) Net income $ 11,599 $ (7,899 ) $ 3,700 $ 22,654 $ (10,245 ) $ 12,409 Dividends of Series A Convertible Preferred Stock (1,745 ) - (1,745 ) (5,073 ) - (5,073 ) Net income (loss) attributable to common stock and participating securities $ 9,854 $ (7,899 ) $ 1,955 $ 17,581 $ (10,245 ) $ 7,336 EPS: Basic and diluted income (loss) per share $ 0.55 $ (0.42 ) $ 0.13 $ 1.00 $ (0.50 ) $ 0.50 Weighted average shares outstanding basic and diluted 10,807,368 10,807,368 10,807,368 10,747,370 10,747,370 10,747,370 Nine Months Ended September 30, 2020 As Previously Reported Restatement As Restated Net Income $ 22,654 $ (10,245 ) $ 12,409 Adjustments to reconcile net income to net cash provided by operating activities: 119,247 119,247 Change in fair value of warrant liabilities - 10,245 10,245 Net cash provided by operating activities 141,901 - 141,901 Net cash used in investing activities (7,005 ) - (7,005 ) Net cash used in financing activities (84,700 ) - (84,700 ) Net change in cash and cash equivalents 50,196 - 50,196 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 81,654 $ - $ 81,654 The tables below set forth the unaudited condensed consolidated balance sheet and condensed consolidated statement of operations originally reported, adjustments, and the restated balances as of and for the three and six months ended June 30, 2020 and the condensed consolidated statement of cash flow amounts originally reported, adjustments, and the restated balances for the six months ended June 30, 2020. June 30, 2020 (unaudited) As Previously Reported Restatement As Restated Total Assets $ 414,722 $ - $ 414,722 Liabilities and Stockholder’ Equity Total current liabilities $ 149,211 $ - 149,211 Financing liability, non-current portion, net of debt discount 71,403 - 71,403 Long term debt, non-current portion, net of debt discount 15,679 - 15,679 Operating lease liability, non-current portion 13,616 - 13,616 Deferred tax liability 16,450 - 16,450 Warrant liabilities - 3,093 3,093 Total liabilities 266,359 3,093 269,452 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 64,221 - 64,221 Stockholders’ Equity Preferred Stock, $0.0001 par value; 5,000,000 shares authorized; - - - Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,548,524 shares issued and 8,407,225 outstanding at June 30, 2020 - - - Additional paid-in capital 78,712 (8,991 ) 69,721 Treasury Stock, at cost, 141,299 shares at June 30, 2020 (499 ) - (499 ) Retained earnings 5,929 5,898 11,827 Total stockholders’ equity 84,142 (3,093 ) 81,049 Total liabilities and stockholders’ equity $ 414,722 $ - $ 414,722 Three months ended June 30, 2020 (Unaudited) Six months ended June 30, 2020 (Unaudited) As Previously Reported Restatement As Restated As Previously Reported Restatement As Restated Income from Operations $ 12,628 $ - $ 12,628 $ 19,412 $ - $ 19,412 Other income/expenses Loss on sale of property and equipment (6 ) - (6 ) (8 ) - (8 ) Interest expense (2,018 ) - (2,018 ) (4,513 ) - (4,513 ) Change in fair value of warrant liabilities - (2,758 ) (2,758 ) - (2,346 ) (2,346 ) Total other expense (2,024 ) (2,758 ) (4,782 ) (4,521 ) (2,346 ) (6,867 ) Income before income tax expense 10,604 (2,758 ) 7,846 14,891 (2,346 ) 12,545 Income tax expense (2,536 ) - (2,536 ) (3,836 ) - (3,836 ) Net income $ 8,068 $ (2,758 ) $ 5,310 $ 11,055 $ (2,346 ) $ 8,709 Dividends of Series A Convertible Preferred Stock (1,684 ) - (1,684 ) (3,328 ) - (3,328 ) Net income attributable to common stock and participating securities $ 6,384 $ (2,758 ) $ 3,626 $ 7,727 $ (2,346 ) $ 5,381 EPS: Basic and diluted income per share $ 0.39 $ (0.14 ) $ 0.25 $ 0.48 $ (0.10 ) $ 0.38 Weighted average shares outstanding basic and diluted 9,715,677 9,715,677 9,715,677 9,736,133 9,736,133 9,736,133 Six Months Ended June 30, 2020 As Previously Reported Restatement As Restated Net Income $ 11,055 $ (2,346 ) $ 8,709 Adjustments to reconcile net income to net cash provided by operating activities: 72,555 72,555 Change in fair value of warrant liabilities - 2,346 2,346 Net cash provided by operating activities 83,610 - 83,610 Net cash used in investing activities (765 ) - (765 ) Net cash used in financing activities (52,253 ) - (52,253 ) Net change in cash and cash equivalents 30,592 - 30,592 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 62,050 $ - $ 62,050 The tables below set forth the unaudited condensed consolidated balance sheet and condensed consolidated statement of operations originally reported, adjustments, and the restated balances as of and for the three months ended March 31, 2020 and the condensed consolidated statement of cash flow amounts originally reported, adjustments, and the restated balances for the three months ended March 31, 2020. March 31, 2020 (unaudited) As Previously Reported Restatement As Restated Total Assets $ 428,130 $ - $ 428,130 Liabilities and Stockholder’ Equity Total current liabilities $ 181,526 $ - 181,526 Financing liability, non-current portion, net of debt discount 68,158 - 68,158 Long term debt, non-current portion, net of debt discount 7,746 - 7,746 Operating lease liability, non-current portion 14,405 - 14,405 Deferred tax liability 16,450 - 16,450 Warrant liabilities - 335 335 Total liabilities 288,285 335 288,620 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 62,537 - 62,537 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 shares issued and outstanding at March 31, 2020 - - - Additional paid-in capital 78,222 (8,991 ) 69,231 Treasury Stock, at cost, 122,729 shares at March 31, 2020 (459 ) - (459 ) (Accumulated deficit) Retained earnings (455 ) 8,656 8,201 Total stockholders’ equity 77,308 (335 ) 76,973 Total liabilities and stockholders’ equity $ 428,130 $ - $ 428,130 Three months ended March 31, 2020 (Unaudited) As Previously Reported Restatement As Restated Income from Operations $ 6,784 $ - $ 6,784 Other income/expenses Loss on sale of property and equipment (2 ) - (2 ) Interest expense (2,495 ) - (2,495 ) Change in fair value of warrant liabilities - 412 412 Total other expense (2,497 ) 412 (2,085 ) Income before income tax expense 4,287 412 4,699 Income tax expense (1,300 ) - (1,300 ) Net income $ 2,987 $ 412 $ 3,399 Dividends of Series A Convertible Preferred Stock (1,644 ) - (1,644 ) Net income attributable to common stock and participating securities $ 1,343 $ 412 $ 1,755 EPS: Basic and diluted income per share $ 0.08 $ 0.04 $ 0.12 Weighted average shares outstanding basic and diluted 9,757,036 9,757,036 9,757,036 Three Months Ended March 31, 2020 As Previously Reported Restatement As Restated Net Income $ 2,987 $ 412 $ 3,399 Adjustments to reconcile net income to net cash provided by operating activities: 13,140 13,140 Change in fair value of warrant liabilities - (412 ) (412 ) Net cash provided by operating activities 16,127 - 16,127 Net cash provided by investing activities 3,158 - 3,158 Net cash used in financing activities (7,474 ) - (7,474 ) Net change in cash and cash equivalents 11,811 - 11,811 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 43,269 $ - $ 43,269 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, 2020 and 2019. 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: For the year ended For the year ended December 31, 2020 December 31, 2019 New vehicle revenue $ 479,611 $ 353,228 Preowned vehicle revenue 250,261 213,830 Parts, accessories, and related services 38,630 35,607 Finance and insurance revenue 45,123 36,698 Campground, rental, and other revenue 3,485 5,549 $ 817,110 $ 644,912 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 for the year ended December 31, 2019 during which the rental business was discontinued. 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: For the year ended For the year ended December 31, 2020 December 31, 2019 Gross finance and insurance revenues $ 50,341 $ 41,169 Additions to charge-back allowance (6,217 ) (4,471 ) Net Finance Revenue $ 44,124 $ 36,698 The Company has an accrual for charge-backs which totaled $5,553 and $4,221 at December 31, 2020 and December 31, 2019, 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, 2020, substantially all of the contract liabilities as of December 31, 2019 were either recognized in revenue or cancelled. 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 years ended December 31, 2020 and December 31, 2019, respectively, shipping and handling included as a component of revenue were $3,262 and $2,284. 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 $3,627 and $3,719 as of December 31, 2020 and 2019, 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. Useful lives range from 2 to 39 years for buildings and improvements and from 2 to 12 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, 2020, 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, 2020. The Company’s manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives are 7 to 12 years for both the manufacturer and customer 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 $170 and $220 for the years ended December 31, 2020 and December 31, 2019, respectively. Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that intangible asset’s carrying amount may not be recoverable. Such circumstances could |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3 – BUSINESS COMBINATIONS Acquisitions of Dealerships 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. On May 19, 2020, the Company consummated its asset purchase agreement with Korges Enterprises, Inc. (“Korges”). The purchase price consisted solely of cash paid to Korges. As part of the acquisition, the Company acquired the inventory of Korges and has added the inventory to the M&T Floor Plan Line of Credit (as defined below). On October 6, 2020, the Company consummated its asset purchase agreement with Total Value Recreation Vehicles of Indiana, Inc. (“Total RV”). The purchase price consisted solely of cash paid to Total RV. As part of the acquisition, the Company acquired the inventory of Total RV and has added the inventory to the M&T Floor Plan Line of Credit (as defined below). On December 1, 2020, the Company consummated its asset purchase agreement with Camp-Land, Inc. (“Camp-Land”). The purchase price consisted of cash paid to Camp-Land and a note payable to the seller of Camp-Land. The note payable is a four year note which matures on January 5, 2025, which requires annual payments of $435 in principal and interest. The note bears interest at 3.25% per year. As part of the acquisition, the Company acquired the inventory of Camp-Land and has added the inventory to the M&T Floor Plan Line of Credit (as defined below). The Company accounted for the asset purchase agreements as business combinations using the purchase method of accounting as it was determined that Alliance, Korges, Total RV and Camp-Land each constituted a business. As a result, the Company determined its preliminary allocation of the fair value of the assets acquired and the liabilities assumed for these dealerships as follows: 2020 2019 Inventories $ 18,932 $ 12,171 Accounts receivable and prepaid expenses 1,167 53 Property and equipment 5,417 77 Intangible assets 8,480 2,630 Total assets acquired 33,996 14,931 Accounts payable, accrued expenses and other current liabilities 1,004 243 Floor plan notes payable 20,855 11,434 Total liabilities assumed 21,859 11,677 Net assets acquired $ 12,137 $ 3,254 The fair value of consideration paid was as follows: 2020 2019 Purchase Price: $ 16,653 $ 2,568 Cash consideration paid (107 ) Note payable issued to former owners 1,600 3,045 $ 18,253 $ 5,506 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 Alliance, Korges, Total RV and Camp-Land. Goodwill associated with the transaction is detailed below: 2020 2019 Total consideration $ 18,253 $ 5,506 Less net assets acquired 12,137 3,254 Goodwill $ 6,116 $ 2,252 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 during 2019. Gross Asset Amount at Weighted Average Amortization Period in Years Customer Lists $ 230 7 years Dealer Agreements $ 2,400 7 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 2020 Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Customer Lists $ 250 8-10 years Dealer Agreements $ 8,000 8-10 years Noncompete Agreement $ 230 5 years The Company recorded approximately $39,514 in revenue and $2,389 in net income prior to income taxes during the year ended December 31, 2020 related to the 2020 acquisitions. The Company recorded approximately $91.2 million in revenue and $3.9 million in pre-tax income during the year ended December 31, 2019 related to the 2019 acquisitions. Pro Forma Information The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the purchase of Alliance, Korges, Total RV and Camp-Land had been consummated on January 1, 2019. For the year ended For the year ended December 31, 2020 (Restated) December 31, 2019 (Restated) Revenue $ 881,122 $ 791,408 Income before income taxes $ 40,717 $ 2,289 Net income $ 30,094 $ 1,092 The Company adjusted the combined income of Lazydays RV with Alliance, Korges, Total RV and Camp-Land and adjusted net income to eliminate business combination expenses as well as the incremental depreciation and amortization associated with the purchase price allocation for Alliance and the preliminary purchase price allocation for Korges, Total RV and Camp-Land to determine pro forma net income. Goodwill that is deductible for tax purposes was determined to be $20,735. |
Receivables, Net
Receivables, Net | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Receivables, Net | NOTE 4 – RECEIVABLES, NET Receivables consist of the following: As of As of December 31, 2020 December 31, 2019 Contracts in transit and vehicle receivables $ 15,995 $ 11,544 Manufacturer receivables 2,705 3,539 Finance and other receivables 1,423 1,324 20,123 16,407 Less: Allowance for doubtful accounts (659 ) (382 ) $ 19,464 $ 16,025 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, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories consist of the following: As of As of December 31, 2020 December 31, 2019 New recreational vehicles $ 92,434 $ 124,096 Pre-owned recreational vehicles 22,967 36,639 Parts, accessories and other 4,493 3,848 119,894 164,583 Less: excess of current cost over LIFO (3,627 ) (3,719 ) $ 116,267 $ 160,864 During 2019, the Company retired the RV rental units and moved the rental units to pre-owned inventory for sale. Upon transfer to pre-owned 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, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: As of As of December 31, 2020 December 31, 2019 Land $ 25,954 $ 22,496 Building and improvements including leasehold improvements 74,767 62,206 Furniture and equipment 8,572 6,747 Company vehicles 987 747 Construction in progress 13,606 5,603 123,886 97,799 Less: Accumulated depreciation and amortization (17,566 ) (10,923 ) $ 106,320 $ 86,876 Depreciation and amortization expense is set forth in the table below: As of As of December 31, 2020 December 31, 2019 Depreciation 6,682 6,848 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 43,800 $ 8,901 $ 34,899 $ 35,800 $ 5,180 $ 30,620 Customer relationships 9,790 2,233 7,557 9,540 1,406 8,134 Non-Compete agreements 230 29 201 - - - 53,820 11,163 42,657 45,340 6,586 38,754 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 30,100 - 30,100 $ 83,920 $ 11,163 $ 72,757 $ 75,440 $ 6,586 $ 68,854 Amortization expense is set forth in the table below: As of As of December 31, December 31, 2020 2019 Amortization $ 4,580 $ 3,965 Estimated future amortization expense is as follows: Years ending 2021 $ 5,120 2022 5,120 2023 5,120 2024 5,120 2025 5,051 Thereafter 17,126 $ 42,657 As of December 31, 2020, the weighted average remaining amortization period was 8.6 years. |
Financing Liability
Financing Liability | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Financing Liability | NOTE 8 – FINANCING LIABILITY On December 23, 2015, the Company sold certain land, building and improvements for $56,000 and is leasing back the property from the purchaser over a non-cancellable period of 20 years. The lease contains renewal options at lease termination, with three options to renew for 10 additional years each and contains a right of first offer in the event the property owner intends to sell any portion or all of the property to a third party. These rights and obligations constitute continuing involvement, which 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 Company 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. 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, December 31, 2020 2019 Financing liability $ 80,254 $ 64,568 Debt discount (158 ) (75 ) Financing liability, net of debt discount 80,096 64,493 Less: current portion 1,462 936 Financing liability, non-current portion $ 78,634 $ 63,557 The future minimum payments required by the arrangements are as follows: Total Years ending December 31, Principal Interest Payments 2021 1,639 5,233 6,872 2022 1,890 5,329 7,219 2023 2,168 5,196 7,364 2024 2,469 5,042 7,511 2025 2,794 4,868 7,662 Thereafter 56,513 34,792 91,305 $ 67,473 $ 60,460 $ 127,933 For the year ended December 31, 2020, the Company made interest payments of $4,816 and principal payments of $1,118. For the year ended December 31, 2019, the Company made interest payments of $4,655 and principal payments of $730. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2020 As of December 31, 2019 Accounts payable $ 18,077 $ 11,231 Other accrued expenses 4,713 3,392 Customer deposits 6,002 2,267 Accrued compensation 4,311 2,388 Accrued charge-backs 5,553 4,221 Accrued interest 125 356 Total $ 38,781 $ 23,855 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 10 – LEASES On January 1, 2020, we adopted a new accounting standard that amends the guidance for the accounting and reporting of leases. Certain required disclosures have been made on a prospective basis in accordance with the guidance of the standard. See Note 2, Significant Accounting Policies. The Company leases property and equipment throughout the United States primarily under operating leases. Leases with lease terms of 12 months or less are expensed on a straight-line basis over the lease term and are not recorded in the Consolidated Balance Sheets. Most leases include one or more options to renew, with renewal terms that can extend the lease term up to 20 years (some leases include multiple renewal periods). The exercise of lease renewal options is at our sole discretion. In addition, some of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements neither contain any residual value guarantees nor impose any significant restrictions or covenants. The Company leases properties for its RV retail locations through nine operating leases. The Company also leases billboards and certain of its equipment through operating leases. The related right-of-use (“ROU”) assets for these operating leases are included in operating lease assets. On May 19, 2020, the Company entered into a new lease for the property associated with the Korges acquisition. The lease was evaluated as a finance lease. As a result, a right of use asset was recorded in property and equipment for $4,015 with an offsetting $4,015 financing liability. As of December 31, 2020, the weighted-average remaining lease term and weighted-average discount rate of operating leases was 5.2 years and 5.0%, respectively. Operating lease costs for the year ended December 31, 2020 was $3,809 including variable lease costs. There were no short term leases for the year ended December 31, 2020. Maturities of lease liabilities as of December 31, 2020 were as follows: Maturity Date Operating Leases 2021 3,838 2022 3,520 2023 3,317 2024 2,586 2025 1,939 Thereafter 2,179 Total lease payments 17,379 Less: Imputed Interest 2,159 Present value of lease liabilities $ 15,220 The following presents supplemental cash flow information related to leases during 2020: For the year ended December 31, 2020 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 3,809 ROU assets obtained in exchange for lease liabilities: Operating leases $ 756 Finance lease $ 4,015 $ 4,771 On March 10, 2020, the Company entered into an agreement for the sale of land to LD Murfreesboro TN Landlord, LLC for $4,921. The Company has entered into a lease agreement with the buyer with lease payments to commence upon granting of a certificate of occupancy and completion of planned construction, the cost of which will be paid for by LD Murfreesboro TN Landlord, LLC. The commencement date of the lease will occur at the completion of construction which is expected to occur in the first quarter of 2021. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 11 – 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 was originally due to mature on March 15, 2021. The maturity date was subsequently extended to June 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. On March 6, 2020, the Company entered into the Third Amendment and Joinder to Credit Agreement (“Third Amendment”) on the M&T Facility. Pursuant to the Third Amendment, Lone Star Land of Houston, LLC (the “Mortgage Loan Borrower”) and Lone Star Diversified, LLC (“Diversified”), wholly owned subsidiaries of LDRV, became parties to the credit agreement related to the M&T Facility (the “Credit Agreement”) and were identified as additional loan parties. The existing borrowers and guarantors also requested that the lenders provide a mortgage loan credit facility (the “M&T Mortgage”) covering acquisition, construction, and permanent mortgage financing for a property acquired by the Mortgage Loan Borrower. The amount borrowed under the M&T Mortgage was $6,136. The M&T Mortgage bears 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 was originally due to mature on March 15, 2021. The maturity date was subsequently extended to June 15, 2021. As of December 31, 2020, the mortgage balance was $6,008 and the interest rate was 2.4375%. In order to help mitigate the early effects of the COVID-19 pandemic, the Company entered into the Fourth Amendment to the Credit Agreement on April 15, 2020 (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the parties agreed to a suspension of scheduled principal payments on the M&T Term Loan and M&T Mortgage (to the extent the permanent loan period had begun for the M&T Mortgage) for the period from April 15, 2020 through June 15, 2020. Interest on the outstanding principal balances of the M&T Term Loan and M&T Mortgage continued to accrue and be paid at the applicable interest rate during the deferment period. At the end of the deferment period, the borrowers resumed making all required payments of principal on the M&T Term Loan and M&T Mortgage. All principal payments of the M&T Term Loan and M&T Mortgage deferred during the deferment period are due and payable on the M&T Term Loan maturity date or the M&T Mortgage maturity date, as applicable. Additionally, all principal payments deferred during the deferment period are due and payable (a) as described above or (b) if earlier, the date all outstanding amounts are otherwise due and payable under the terms of the Credit Agreement (including, without limitation, upon maturity, acceleration or, to the extent applicable under the Credit Agreement, demand for payment). In addition, the amendment includes a temporary suspension of scheduled curtailment payments required by the Credit Agreement for the period from April 1, 2020 through June 15, 2020. Amounts related to floor plan unused commitment fees and interest on the outstanding principal balance of the M&T Floor Plan Line of Credit continued to accrue and be paid at the applicable rate and on the terms set forth in the Credit Agreement during the suspension period. As of December 31, 2020, 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, 2020, the maximum amount of cash dividends that the Company could make from legally available funds to its stockholders was limited to an aggregate of $26,903 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 accrues 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 Credit Agreement), 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 Credit Agreement). The Base Rate is defined in the Credit Agreement as the highest of M&T’s prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. In addition, the Company will be charged for unused commitments at a rate of 0.15%. The interest rate in effect as of December 31, 2020 was 2.14675%. 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 $99,200 and the related floor plan interest expense was $2,255 for the year ended December 31, 2020. The M&T Floor Plan Line of Credit consists of the following as of December 31, 2020 and 2019: As of December 31, 2020 As of December 31, 2019 Floor plan notes payable, gross $ 105,486 $ 144,133 Debt discount (87 ) (184 ) Floor plan notes payable, net of debt discount $ 105,399 $ 143,949 The $20,000 M&T Term Loan is being 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 must pay a principal balloon payment of $11,300 plus any accrued interest. The M&T Term Loan bears interest at (a) LIBOR plus an applicable margin of 2.25% to 3.00% based on the total leverage ratio (as defined in the Credit Agreement) or (b) the Base Rate plus a margin of 1.25% to 2.00% based on the total leverage ratio (as defined in the Credit Agreement). The interest rate in effect at December 31, 2020 was 2.4375%. On February 13, 2021 the Company signed an agreement with M&T to extend the maturity date of the M&T Facility to June 15, 2021. PPP Loans In response to economic uncertainty caused by the COVID-19 pandemic, subsidiaries of the Company took the additional step of applying for loans (“PPP Loans”) under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) with M&T Bank (the “Lender”). On April 28, 2020, certain of the Company’s subsidiaries executed promissory notes (the “Notes”) in favor of the Lender for PPP Loans in an aggregate amount of $6,831 which mature on April 29, 2022. Applications were submitted by other subsidiaries of the Company, which resulted in the execution of a promissory note on April 30, 2020 for $1,236 and on May 4, 2020 for $637, which will mature on April 30, 2022 and May 4, 2022, respectively. Pursuant to the promissory notes evidencing the PPP loans (the “Notes”), such PPP Loans bear interest at a rate of 1.0% per year. Commencing six months after each PPP Loan was disbursed, monthly payments of principal and interest are required in amounts necessary to fully amortize the principal amount by the maturity date. The PPP Loans are unsecured and are non-recourse obligations. The Notes provide for customary events of default, and the PPP Loans may be accelerated upon the occurrence of an event of default. All or a portion of the PPP Loans may be forgiven upon application to the Lender for payroll and certain other costs incurred during the 8-week period beginning on the date each PPP Loan is disbursed, in accordance with the requirements and limitations under the CARES Act. While the Company’s subsidiaries used the entire amount of the PPP Loans for qualifying expenses, no assurance can be provided that forgiveness of any portion of the PPP Loans will be obtained. Long-term debt consists of the following as of December 31, 2020 and 2019: As of December 31, 2020 As of December 31, 2019 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan and Mortgage $ 18,758 $ (41 ) $ 18,717 $ 14,925 $ (47 ) $ 14,878 Paycheck Protection Program Loans 8,704 - $ 8,704 Acquisition notes payable (See Note 3) 5,185 - 5,185 6,688 - 6,688 Total long-term debt 32,647 (41 ) 32,606 21,613 (47 ) 21,566 Less: current portion 24,161 - 24,161 5,993 - 5,993 Long term debt, non-current $ 8,486 $ (41 ) $ 8,445 $ 15,620 $ (47 ) $ 15,573 Future maturities of long term debt are as follows: Future Maturities of Long Term Debt Years ending December 31, 2021 $ 24,161 2022 5,824 2023 1,844 2024 396 2025 422 Total $ 32,647 The $5,000 M&T Revolver allows the Company to draw up to $5,000. The M&T Revolver bears 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 Credit Agreement). During the year ended December 31, 2020, 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, 2020, there were no outstanding letters of credit. As a result, there was $5,000 available under the M&T Revolver. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12 – INCOME TAXES The components of the Company’s income tax expense are as follows: Year ended December 31, 2020 Year ended December 31, 2019 Current: Federal $ 9,187 $ 2,699 State 2,536 664 11,723 3,363 Deferred: Federal (1,177 ) (1,746 ) State (182 ) (520 ) (1,359 ) (2,266 ) Income tax expense $ 10,364 $ 1,097 A reconciliation of income taxes calculated using the statutory federal income tax rate (21% in 2020 and 2019) to the Company’s income tax expense is as follows: Year Ended Year Ended (Restated) (Restated) Amount % Amount % Income taxes at statutory rate $ 5,248 21.0 % $ 1,168 21.0 % Non-deductible expense 40 0.2 % 43 0.8 % State income taxes, net of federal tax effect 1,856 7.4 % (75 ) -1.4 % Transaction costs - 0.0 % (61 ) -1.1 % Stock-based compensation and officer compensation 235 0.9 % 824 14.0 % Change in fair value of warrant liabilities 3,043 12.2 % -788 -14.2 % Other credits and changes in estimate (58 ) -0.2 % (14 ) 0.6 % Income tax expense $ 10,364 41.5 % $ 1,097 19.7 % 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. 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, 2020 2019 Deferred tax assets: Accounts receivable $ 167 $ 96 Accrued charge-backs 1,412 1,063 Other accrued liabilities 1,530 166 Financing liability 15,085 16,247 Stock based compensation 1,009 894 Other, net 535 262 19,738 18,728 Deferred tax liabilities: Prepaid expenses (198 ) (271 ) Goodwill (480 ) (370 ) Inventories (5,343 ) (4,702 ) Property and equipment (15,073 ) (15,457 ) Intangible assets (13,735 ) (14,378 ) (34,829 ) (35,178 ) Net deferred tax (liabilities)/assets $ (15,091 ) $ (16,450 ) 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, Tennessee, Texas and Indiana. The Company is no longer subject to the examination by Federal and state taxing authorities for years prior to 2017. Florida 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 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, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 – RELATED PARTY TRANSACTIONS 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 17-Stockholders’ Equity) |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 14 – 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 $847 and $785 for the year ended December 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 - 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 17 – 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. 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 17- 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. In addition, in lieu of stock options for the year ended December 31, 2019, the board members received a one time cash payment of $50 during the year ended December 31, 2020. 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 or other 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. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | NOTE 16 – 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 year ended December 31, 2020 because redemption was not currently deemed to be probable. In September 2020, the Company declared a dividend payment for all outstanding dividends through September 30, 2020 of $10,983, which was paid on October 5, 2020. In December 2020, the Company declared a dividend payment of $1,210 for outstanding dividends through December 31, 2020 which is included in dividends payable in the accompanying consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 17 – STOCKHOLDERS’ EQUITY Authorized Capital The Company is authorized to issue 100,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of preferred stock, $0.0001 par value. The holders of the Company’s common stock are entitled to one vote per share. The holders of Series A Preferred Stock are entitled to the number of votes equal to the number of shares of common stock into which the holder’s shares are convertible. These holders of Series A Preferred Stock also participate in dividends if they are declared by the Board. See Note 16 – 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, 2020, there were 299,557 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 June 1, 2020, the Company issued 41,858 shares of common stock pursuant to the ESPP. As a result, as of December 31, 2020, there were 822,748 shares available for issuance. During the years ended December 31, 2020 and 2019, the Company recorded $135 and $65, respectively 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, 2020, the Company repurchased 63,299 shares of common stock for $185. During the year ended December 31, 2019, the Company repurchased 78,000 shares of common stock for $314. All repurchased shares 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. On June 1, 2020, 42,194 shares of common stock at a price per share of $3.587 were issued to the participants of the ESPP for a value of $335. 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. As of December 31, 2020, 300,357 of the pre-funded warrants remain outstanding. 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 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, the Private Warrants, 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, (the PIPE Warrants), including warrants issued to the investment bank but excluding prefunded warrants. The Company had the following activity related to shares underlying warrants: Shares Underlying Warrants Weighted Average Exercise Price Warrants outstanding January 1, 2020 4,677,458 $ 11.50 Granted - $ - Cancelled or Expired - $ - Exercised (45,371 ) $ 11.50 Warrants outstanding December 31, 2020 4,632,087 $ 11.50 The table above excludes perpetual non-redeemable prefunded warrants to purchase 300,357 shares of common stock with an exercise price of $0.01 per share. The Company determined the following fair values for the outstanding warrants recorded as liabilities at December 31: 2020 2019 (Restated) (Restated) PIPE Warrants $ 13,716 $ 555 Private Warrants 1,380 192 Total warrant liabilities $ 15,096 $ 747 Stock Options Stock option activity is summarized below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2020 3,798,818 $ 10.63 Granted 530,000 $ 10.08 Cancelled or terminated (203,809 ) $ (9.76 ) Exercised (61,647 ) $ (10.72 ) Options outstanding at December 31, 2020 4,063,362 $ 10.60 2.65 $ 22,954 Options vested at December 31, 2020 1,085,720 $ 11.10 2.23 $ 5,626 Awards with Market Conditions The expense recorded for awards with market conditions was $923 and $4,556 for the years ended December 31, 2020 and 2019, respectively, which is included in operating expenses in the consolidated statements of operations. Awards with Service Conditions 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 a 3.75 expected life, a risk free rate of 1.70%-2.51%, an annual dividend yield of 0% and an annual volatility of 52%-55%. During the year ended December 31, 2020, stock options to purchase 530,000 shares of common stock were issued to employees and board members. The options have an exercise price of $7.91, $8.50 or $14.68. The options had a five year life and a four year vesting period. The fair value of the awards of $1,915 was determined using the Black-Scholes option pricing model based on the follow range of assumptions: Year ended December 31, 2020 Risk free interest rate 0.25% - 0.43% Expected term (years) 3.50-3.75 Expected volatility 55% - 73% Expected dividends 0.00 % The expected life was determined using the simplified method as the awards were determined to be plain-vanilla options. The expense recorded for awards with service conditions was $508 for the year ended December 31, 2020 and $243 for the year ended December 31, 2019, which is included in operating expenses in the consolidated statements of operations. As of December 31, 2020, total unrecorded compensation cost related to non-vested awards was $2,214 which is expected to be amortized over a weighted average service period of approximately 2.65 years. For year ended December 31, 2020, the weighted average grant date fair value of awards issued during the period was $4.07 per share. |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | NOTE 18 – FAIR VALUE MEASURES Warrant Liabilities: The PIPE Warrants are considered a Level 1 measurement, because they are similar to the Public Warrants which trade under the symbol LAZYW and thus have observable market prices which were used to estimate the fair value adjustments for the PIPE Warrants liabilities. The Private Warrants are considered a Level 3 measurement and were valued using a Black-Scholes Valuation Model to estimate the fair value adjustments for the Private Warrants liabilities. December 31, 2020 (Restated) December 31, 2019 (Restated) Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 13,716 $ 13,716 $ - $ - $ 555 $ 555 $ - $ - Private Warrants 1,380 - - 1,380 192 - - 192 Total $ 15,096 $ 13,716 $ - $ 1,380 $ 747 $ 555 $ - $ 192 Level 3 Disclosures The Company utilizes a Black Scholes option-pricing model to value the Private Warrants at each reporting period and transaction date, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in the pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the continuously compounded interest rate on U.S. Treasury Separate Trading of Registered Interest and Principal of Securities having a maturity similar to the contractual life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2020 (Restated) December 31, 2019 Stock Price $ 16.25 $ 4.10 Strike Price $ 11.50 $ 11.50 Expected life 2.20 3.21 Volatility 81.2 % 80.9 % Risk Free rate 0.14 % 1.61 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 4.45 $ 0.62 The following table presents changes in Level 1 and Level 3 liabilities measured at fair value for the year ended December 31, 2020 and 2019: December 31, 2020 (Restated) December 31, 2019 (Restated) PIPE Warrants Private Warrants PIPE Warrants Private Warrants Balance - beginning of year $ 555 $ 192 $ 4,163 $ 335 Exercise or conversion (145 ) - - - Measurement adjustment 13,307 1,187 (3,608 ) (143 ) Balance - end of year $ 13,717 $ 1,379 $ 555 $ 192 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited and Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited and Restated) | NOTE 19 – QUARTERLY FINANCIAL DATA (Unaudited and Restated) The following tables present certain unaudited consolidated quarterly financial information for each of the quarters previously issued in 2020, 2019 and 2018. 2020 Quarter Ended (unaudited and restated) March 31 June 30 September 30 Income from Operations $ 6,784 $ 12,628 $ 17,532 Other income/expenses (1) (2,085 ) (4,782 ) (9,648 ) Income tax expense (1,300 ) (2,536 ) (4,184 ) Net income (1) $ 3,399 $ 5,310 $ 3,700 Dividends of Series A Convertible Preferred Stock (1,644 ) (1,684 ) (1,745 ) Net income attributable to common stock and participating securities $ 1,755 $ 3,626 $ 1,955 EPS: Basic and diluted income per share (1) $ 0.12 $ 0.25 $ 0.13 Weighted average shares outstanding basic and diluted 9,757,036 9,715,677 10,807,368 2019 Quarter Ended (unaudited and restated) March 31 June 30 September 30 Income from Operations $ 6,058 $ 6,488 $ 763 Other income/expenses (1) (1,074 ) (577 ) (2,382 ) Income tax expense (1,185 ) (2,099 ) (941 ) Net income (1) $ 3,799 $ 3,812 $ (2,560 ) Dividends of Series A Convertible Preferred Stock (1,184 ) (1,525 ) (1,581 ) Net income (loss) attributable to common stock and participating securities $ 2,615 $ 2,287 $ (4,141 ) EPS: Basic and diluted income (loss) per share (1) $ 0.17 $ 0.14 $ (0.42 ) Weighted average shares outstanding basic and diluted 9,695,234 9,811,107 9,811,107 2018 Quarter Ended (unaudited and restated) March 31 June 30 September 30 Income from Operations $ 1,825 $ 5,241 $ 849 Other income/expenses (1) (934 ) (2,460 ) (1,153 ) Income tax expense (449 ) (1,176 ) (1,141 ) Net income (1) $ 442 $ 1,605 $ (1,445 ) Dividends of Series A Convertible Preferred Stock (210 ) (1,215 ) (1,210 ) Deemed dividend on Series A Convertible Preferred Stock (3,392 ) Net income (loss) attributable to common stock and participating securities $ (3,160 ) $ 390 $ (2,655 ) EPS: Basic and diluted income (loss) per share (1) $ (0.33 ) $ 0.02 $ (0.27 ) Weighted average shares outstanding basic and diluted 9,668,250 9,668,250 9,668,250 (1) |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements for the years ended December 31, 2020 and 2019 include the accounts of Holdings, Lazydays RV and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, Lazydays Mile Hi RV, LLC, Lazydays of Minneapolis LLC, LDRV of Tennessee LLC, Lone Star Acquisition LLC, Lone Star Diversified LLC, LDRV Acquisition Corp of Nashville LLC, LDRV of Nashville LLC, Lazydays RV of Phoenix, LLC, Lazydays RV of Elkhart, LLC, Lazydays Land of Elkhart, LLC, Lazydays Service of Elkhart, LLC, Lazydays RV of Chicagoland, LLC and Lazydays Land of Chicagoland, LLC (collectively, the “Company” or “Lazydays”). All significant inter-company accounts and transactions have been eliminated in consolidation. |
Restatement of Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements On April 12, 2021, in the SEC Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”), the SEC staff clarified its interpretations of certain generally accepted accounting principles related to certain terms that are common in warrants issued in connection with the initial public offerings of SPACs. The SEC Staff Statement addressed certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company that preclude the warrants from being classified as components of equity. In May 2021, management of the Company concluded that the Company’s previously issued consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 and for each of the interim quarterly periods therein (the “Non-Reliance Period”) should no longer be relied upon. As such, the Company is restating its financial statements in this Annual Report on Form 10-K/A to make the necessary accounting adjustments related to the accounting for certain previously issued warrants to conform with the SEC Staff Statement described below. These warrants include (i) warrants to purchase 155,000 shares of common stock at a price of $11.50 per share issued in a private placement concurrently with the merger on March 15. 2018 (the “Private Warrants”) and (ii) warrants to purchase 2,522,458 shares of common stock at a price of $11.50 per share issued in connection with the Private Investment in Public Equity (PIPE) transaction that occurred with the merger on March 15, 2018. (the “PIPE Warrants”). Since issuance, these warrants were classified within equity in the Company’s financial statements. A third class of warrants, the Company’s Public Warrants issued in connection with the merger on March 15, 2018, were evaluated and determined to be properly stated as equity. As clarified by the SEC staff interpretation of Accounting Standards Codification 815-40, Contracts in an Entity’s Own Equity, (“ASC 815-40”), the Company’s Private Warrants and PIPE Warrants are classified as liabilities with changes in the estimated fair values of the derivative instruments reported in the statement of operations. As a result of the above, the Company has restated its consolidated financial statements for the Non-Reliance Period to reflect (i) the Private Warrants as liabilities for all periods presented and (ii) the PIPE Warrants as liabilities for all periods presented. The impact of the restatement on the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows for the Non-Reliance Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. The tables below set forth certain consolidated balance sheet amounts originally reported, adjustments, and the restated amounts as of December 31, 2020 and 2019. December 31. 2020 As Previously Reported Restatement As Restated Total Assets $ 443,998 $ - $ 443,998 Liabilities and Stockholder’ Equity Total current liabilities $ 174,177 $ - 174,177 Financing liability, non-current portion, net of debt discount 78,634 - 78,634 Long term debt, non-current portion, net of debt discount 8,445 - 8,445 Operating lease liability, non-current portion 12,056 - 12,056 Deferred tax liability 15,091 - 15,091 Warrant liabilities - 15,096 15,096 Total liabilities 288,403 15,096 303,499 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 54,983 - 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; 9,656,041 shares issued and 9,514,742 outstanding at December 31, 2020 - - - Additional paid-in capital 80,072 (8,846 ) 71,226 Treasury Stock, at cost, 141,299 shares at December 31, 2020 (499 ) - (499 ) Retained earnings 21,039 (6,250 ) 14,789 Total stockholders’ equity 100,612 (15,096 ) 85,516 Total liabilities and stockholders’ equity $ 443,998 $ - $ 443,998 December 31. 2019 As Previously Reported Restatement As Restated Total Assets $ 406,636 $ - $ 406,636 Liabilities and Stockholder’ Equity Total current liabilities $ 174,733 $ - 174,733 Financing liability, non-current portion, net of debt discount 63,557 - 63,557 Long term debt, non-current portion, net of debt discount 15,573 - 15,573 Operating lease liability, non-current portion - - - Deferred tax liability 16,450 - 16,450 Warrant liabilities - 747 747 Total liabilities 270,313 747 271,060 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2019; liquidation preference of $65,910 as of December 31, 2019 60,893 - 60,893 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 shares issued and 8,428,666 outstanding at December 31, 2019 - - - Additional paid-in capital 79,186 (8,991 ) 70,195 Treasury Stock, at cost, 78,000 shares at December 31, 2019 (314 ) - (314 ) Retained earnings (3,442 ) 8,244 4,802 Total stockholders’ equity 75,430 (747 ) 74,683 Total liabilities and stockholders’ equity $ 406,636 $ - $ 406,636 The tables below set forth the consolidated statements of operations amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020, 2019 and 2018. December 31. 2020 As Previously Reported Restatement As Restated Income from Operations $ 47,538 $ - $ 47,538 Other income/expenses Loss on sale of property and equipment (7 ) - (7 ) Interest expense (8,047 ) - (8,047 ) Change in fair value of warrant liabilities - (14,494 ) (14,494 ) Total other expense (8,054 ) (14,494 ) (22,548 ) Income before income tax expense 39,484 (14,494 ) 24,990 Income tax expense (10,364 ) - (10,364 ) Net income $ 29,120 $ (14,494 ) $ 14,626 Dividends of Series A Convertible Preferred Stock (6,283 ) - (6,283 ) Net income (loss) attributable to common stock and participating securities $ 22,837 $ (14,494 ) $ 8,343 EPS: Basic and diluted income (loss) per share $ 1.56 $ (0.99 ) $ 0.57 Weighted average shares outstanding basic and diluted 9,809,783 9,809,783 9,809,783 December 31. 2019 As Previously Reported Restatement As Restated Income from Operations $ 12,128 $ - $ 12,128 Other income/expenses Gain on sale of property and equipment 11 - 11 Interest expense (10,328 ) - (10,328 ) Change in fair value of warrant liabilities - 3,751 3,751 Total other expense (10,317 ) 3,751 (6,566 ) Income before income tax expense 1,811 3,751 5,562 Income tax expense (1,097 ) - (1,097 ) Net income $ 714 $ 3,751 $ 4,465 Dividends of Series A Convertible Preferred Stock (5,910 ) - (5,910 ) Net income (loss) attributable to common stock and participating securities $ (5,196 ) $ 3,751 $ (1,445 ) EPS: Basic and diluted income (loss) per share $ (0.53 ) $ 0.38 $ (0.15 ) Weighted average shares outstanding basic and diluted 9,781,870 9,781,870 9,781,870 December 31. 2018 As Previously Reported Restatement As Restated Income from Operations $ 7,698 $ - $ 7,698 Other income/expenses Gain on sale of property and equipment 1 - 1 Interest expense (8,001 ) - (8,001 ) Change in fair value of warrant liabilities - 4,493 4,493 Total other expense (8,000 ) 4,493 (3,507 ) Income before income tax expense (302 ) 4,493 4,191 Income tax expense (2,318 ) - (2,318 ) Net income $ (2,620 ) $ 4,493 $ 1,873 Dividends of Series A Convertible Preferred Stock (3,845 ) - (3,845 ) Deemed dividend on Series A Convertible Preferred Stock (3,392 ) (3,392 ) Net income (loss) attributable to common stock and participating securities $ (9,857 ) $ 4,493 $ (5,364 ) EPS: Basic and diluted income (loss) per share $ (1.02 ) $ 0.47 $ (0.55 ) Weighted average shares outstanding basic and diluted 9,668,250 9,668,250 9,668,250 The tables below set forth the consolidated statements of cash flow amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020, 2019 and 2018. December 31. 2020 As Previously Reported Restatement As Restated Net Income $ 29,120 $ (14,494 ) $ 14,626 Adjustments to reconcile net income to net cash provided by operating activities: 81,947 81,947 Change in fair value of warrant liabilities - 14,494 14,494 Net cash provided by operating activities 111,067 - 111,067 Net cash used in investing activities (30,324 ) - (30,324 ) Net cash used in financing activities (48,689 ) - (48,689 ) Net change in cash and cash equivalents 32,054 - 32,054 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 63,512 $ - $ 63,512 December 31. 2019 As Previously Reported Restatement As Restated Net Income $ 714 $ 3,751 $ 4,465 Adjustments to reconcile net income to net cash provided by operating activities: 38,208 38,208 Change in fair value of warrant liabilities - (3,751 ) (3,751 ) Net cash provided by operating activities 38,922 - 38,922 Net cash used in investing activities (19,406 ) - (19,406 ) Net cash used in financing activities (14,661 ) - (14,661 ) Net change in cash and cash equivalents 4,855 - 4,855 Cash - Beginning 26,603 - 26,603 Cash - Ending $ 31,458 $ - $ 31,458 December 31. 2018 As Previously Reported Restatement As Restated Net Income $ (2,620 ) $ 4,493 $ 1,873 Adjustments to reconcile net income to net cash provided by operating activities: (12,706 ) (12,706 ) Change in fair value of warrant liabilities - (4,493 ) (4,493 ) Net cash used in operating activities (15,326 ) - (15,326 ) Net cash used in investing activities (95,876 ) - (95,876 ) Net cash provided by financing activities 127,134 - 127,134 Net change in cash and cash equivalents 15,932 - 15,932 Cash - Beginning 10,671 - 10,671 Cash - Ending $ 26,603 $ - $ 26,603 The tables below set forth the unaudited condensed consolidated balance sheet and condensed consolidated statement of operations originally reported, adjustments, and the restated balances as of and for the three and nine months ended September 30, 2020 and the condensed consolidated statement of cash flow amounts originally reported, adjustments, and the restated balances for the nine months ended September 30, 2020. September 30, 2020 (unaudited) As Previously Reported Restatement As Restated Total Assets $ 397,905 $ - $ 397,905 Liabilities and Stockholder’ Equity Total current liabilities $ 137,808 $ - 137,808 Financing liability, non-current portion, net of debt discount 71,095 - 71,095 Long term debt, non-current portion, net of debt discount 10,512 - 10,512 Operating lease liability, non-current portion 12,841 - 12,841 Deferred tax liability 16,451 - 16,451 Warrant liabilities - 10,992 10,992 Total liabilities 248,707 10,992 259,699 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 54,983 - 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; 9,593,150 shares issued and 9,451,851 outstanding at September 30, 2020 - - - Additional paid-in capital 78,931 (8,991 ) 69,940 Treasury Stock, at cost, 141,299 shares at September 30, 2020 (499 ) - (499 ) Retained earnings 15,783 (2,001 ) 13,782 Total stockholders’ equity 94,215 (10,992 ) 83,223 Total liabilities and stockholders’ equity $ 397,905 $ - $ 397,905 Three months ended September 30, 2020 (Unaudited) Nine months ended September 30, 2020 (Unaudited) As Previously Reported Restatement As Restated As Previously Reported Restatement As Restated Income from Operations $ 17,532 $ - $ 17,532 $ 36,944 $ - $ 36,944 Other income/expenses Loss on sale of property and equipment - - - (8 ) - (8 ) Interest expense (1,749 ) - (1,749 ) (6,262 ) - (6,262 ) Change in fair value of warrant liabilities - (7,899 ) (7,899 ) - (10,245 ) (10,245 ) Total other expense (1,749 ) (7,899 ) (9,648 ) (6,270 ) (10,245 ) (16,515 ) Income before income tax expense 15,783 (7,899 ) 7,884 30,674 (10,245 ) 20,429 Income tax expense (4,184 ) - (4,184 ) (8,020 ) - (8,020 ) Net income $ 11,599 $ (7,899 ) $ 3,700 $ 22,654 $ (10,245 ) $ 12,409 Dividends of Series A Convertible Preferred Stock (1,745 ) - (1,745 ) (5,073 ) - (5,073 ) Net income (loss) attributable to common stock and participating securities $ 9,854 $ (7,899 ) $ 1,955 $ 17,581 $ (10,245 ) $ 7,336 EPS: Basic and diluted income (loss) per share $ 0.55 $ (0.42 ) $ 0.13 $ 1.00 $ (0.50 ) $ 0.50 Weighted average shares outstanding basic and diluted 10,807,368 10,807,368 10,807,368 10,747,370 10,747,370 10,747,370 Nine Months Ended September 30, 2020 As Previously Reported Restatement As Restated Net Income $ 22,654 $ (10,245 ) $ 12,409 Adjustments to reconcile net income to net cash provided by operating activities: 119,247 119,247 Change in fair value of warrant liabilities - 10,245 10,245 Net cash provided by operating activities 141,901 - 141,901 Net cash used in investing activities (7,005 ) - (7,005 ) Net cash used in financing activities (84,700 ) - (84,700 ) Net change in cash and cash equivalents 50,196 - 50,196 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 81,654 $ - $ 81,654 The tables below set forth the unaudited condensed consolidated balance sheet and condensed consolidated statement of operations originally reported, adjustments, and the restated balances as of and for the three and six months ended June 30, 2020 and the condensed consolidated statement of cash flow amounts originally reported, adjustments, and the restated balances for the six months ended June 30, 2020. June 30, 2020 (unaudited) As Previously Reported Restatement As Restated Total Assets $ 414,722 $ - $ 414,722 Liabilities and Stockholder’ Equity Total current liabilities $ 149,211 $ - 149,211 Financing liability, non-current portion, net of debt discount 71,403 - 71,403 Long term debt, non-current portion, net of debt discount 15,679 - 15,679 Operating lease liability, non-current portion 13,616 - 13,616 Deferred tax liability 16,450 - 16,450 Warrant liabilities - 3,093 3,093 Total liabilities 266,359 3,093 269,452 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 64,221 - 64,221 Stockholders’ Equity Preferred Stock, $0.0001 par value; 5,000,000 shares authorized; - - - Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,548,524 shares issued and 8,407,225 outstanding at June 30, 2020 - - - Additional paid-in capital 78,712 (8,991 ) 69,721 Treasury Stock, at cost, 141,299 shares at June 30, 2020 (499 ) - (499 ) Retained earnings 5,929 5,898 11,827 Total stockholders’ equity 84,142 (3,093 ) 81,049 Total liabilities and stockholders’ equity $ 414,722 $ - $ 414,722 Three months ended June 30, 2020 (Unaudited) Six months ended June 30, 2020 (Unaudited) As Previously Reported Restatement As Restated As Previously Reported Restatement As Restated Income from Operations $ 12,628 $ - $ 12,628 $ 19,412 $ - $ 19,412 Other income/expenses Loss on sale of property and equipment (6 ) - (6 ) (8 ) - (8 ) Interest expense (2,018 ) - (2,018 ) (4,513 ) - (4,513 ) Change in fair value of warrant liabilities - (2,758 ) (2,758 ) - (2,346 ) (2,346 ) Total other expense (2,024 ) (2,758 ) (4,782 ) (4,521 ) (2,346 ) (6,867 ) Income before income tax expense 10,604 (2,758 ) 7,846 14,891 (2,346 ) 12,545 Income tax expense (2,536 ) - (2,536 ) (3,836 ) - (3,836 ) Net income $ 8,068 $ (2,758 ) $ 5,310 $ 11,055 $ (2,346 ) $ 8,709 Dividends of Series A Convertible Preferred Stock (1,684 ) - (1,684 ) (3,328 ) - (3,328 ) Net income attributable to common stock and participating securities $ 6,384 $ (2,758 ) $ 3,626 $ 7,727 $ (2,346 ) $ 5,381 EPS: Basic and diluted income per share $ 0.39 $ (0.14 ) $ 0.25 $ 0.48 $ (0.10 ) $ 0.38 Weighted average shares outstanding basic and diluted 9,715,677 9,715,677 9,715,677 9,736,133 9,736,133 9,736,133 Six Months Ended June 30, 2020 As Previously Reported Restatement As Restated Net Income $ 11,055 $ (2,346 ) $ 8,709 Adjustments to reconcile net income to net cash provided by operating activities: 72,555 72,555 Change in fair value of warrant liabilities - 2,346 2,346 Net cash provided by operating activities 83,610 - 83,610 Net cash used in investing activities (765 ) - (765 ) Net cash used in financing activities (52,253 ) - (52,253 ) Net change in cash and cash equivalents 30,592 - 30,592 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 62,050 $ - $ 62,050 The tables below set forth the unaudited condensed consolidated balance sheet and condensed consolidated statement of operations originally reported, adjustments, and the restated balances as of and for the three months ended March 31, 2020 and the condensed consolidated statement of cash flow amounts originally reported, adjustments, and the restated balances for the three months ended March 31, 2020. March 31, 2020 (unaudited) As Previously Reported Restatement As Restated Total Assets $ 428,130 $ - $ 428,130 Liabilities and Stockholder’ Equity Total current liabilities $ 181,526 $ - 181,526 Financing liability, non-current portion, net of debt discount 68,158 - 68,158 Long term debt, non-current portion, net of debt discount 7,746 - 7,746 Operating lease liability, non-current portion 14,405 - 14,405 Deferred tax liability 16,450 - 16,450 Warrant liabilities - 335 335 Total liabilities 288,285 335 288,620 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 62,537 - 62,537 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 shares issued and outstanding at March 31, 2020 - - - Additional paid-in capital 78,222 (8,991 ) 69,231 Treasury Stock, at cost, 122,729 shares at March 31, 2020 (459 ) - (459 ) (Accumulated deficit) Retained earnings (455 ) 8,656 8,201 Total stockholders’ equity 77,308 (335 ) 76,973 Total liabilities and stockholders’ equity $ 428,130 $ - $ 428,130 Three months ended March 31, 2020 (Unaudited) As Previously Reported Restatement As Restated Income from Operations $ 6,784 $ - $ 6,784 Other income/expenses Loss on sale of property and equipment (2 ) - (2 ) Interest expense (2,495 ) - (2,495 ) Change in fair value of warrant liabilities - 412 412 Total other expense (2,497 ) 412 (2,085 ) Income before income tax expense 4,287 412 4,699 Income tax expense (1,300 ) - (1,300 ) Net income $ 2,987 $ 412 $ 3,399 Dividends of Series A Convertible Preferred Stock (1,644 ) - (1,644 ) Net income attributable to common stock and participating securities $ 1,343 $ 412 $ 1,755 EPS: Basic and diluted income per share $ 0.08 $ 0.04 $ 0.12 Weighted average shares outstanding basic and diluted 9,757,036 9,757,036 9,757,036 Three Months Ended March 31, 2020 As Previously Reported Restatement As Restated Net Income $ 2,987 $ 412 $ 3,399 Adjustments to reconcile net income to net cash provided by operating activities: 13,140 13,140 Change in fair value of warrant liabilities - (412 ) (412 ) Net cash provided by operating activities 16,127 - 16,127 Net cash provided by investing activities 3,158 - 3,158 Net cash used in financing activities (7,474 ) - (7,474 ) Net change in cash and cash equivalents 11,811 - 11,811 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 43,269 $ - $ 43,269 |
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, 2020 and 2019. |
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: For the year ended For the year ended December 31, 2020 December 31, 2019 New vehicle revenue $ 479,611 $ 353,228 Preowned vehicle revenue 250,261 213,830 Parts, accessories, and related services 38,630 35,607 Finance and insurance revenue 45,123 36,698 Campground, rental, and other revenue 3,485 5,549 $ 817,110 $ 644,912 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 for the year ended December 31, 2019 during which the rental business was discontinued. 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: For the year ended For the year ended December 31, 2020 December 31, 2019 Gross finance and insurance revenues $ 50,341 $ 41,169 Additions to charge-back allowance (6,217 ) (4,471 ) Net Finance Revenue $ 44,124 $ 36,698 The Company has an accrual for charge-backs which totaled $5,553 and $4,221 at December 31, 2020 and December 31, 2019, 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, 2020, substantially all of the contract liabilities as of December 31, 2019 were either recognized in revenue or cancelled. |
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 years ended December 31, 2020 and December 31, 2019, respectively, shipping and handling included as a component of revenue were $3,262 and $2,284. |
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 $3,627 and $3,719 as of December 31, 2020 and 2019, 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. Useful lives range from 2 to 39 years for buildings and improvements and from 2 to 12 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, 2020, 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, 2020. The Company’s manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives are 7 to 12 years for both the manufacturer and customer 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 $170 and $220 for the years ended December 31, 2020 and December 31, 2019, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying amount of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes no impairment of long-lived assets existed as of December 31, 2020 and 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial instruments approximate fair value as of December 31, 2020 and 2019 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, 2020 and 2019 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 16 – 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. Any 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 per share (“EPS”) by dividing net earnings 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 an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common shareholders but does not require the presentation of basic and diluted EPS for securities other than common shares. 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. Diluted EPS is computed in the same manner as basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if certain shares issuable upon exercise of common share options or warrants were included unless those additional shares would have been anti-dilutive. For the diluted EPS computation, the treasury stock method is applied and compared to the two-class method and whichever method results in a more dilutive impact is utilized to calculate diluted EPS. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net income (loss) attributable to common stockholders used in the calculation of basic and diluted loss per common share: Year ended Year ended (Dollars in thousands - except share and per share amounts) December 31. 2020 (Restated) December 31, 2019 (Restated) Distributed earning allocated to common stock $ - $ - Undistributed earnings allocated to common stock 5,579 (1,445 ) Net earnings allocated to common stock 5,579 (1,445 ) Net earnings allocated to participating securities 2,764 - Net earnings allocated to common stock and participating securities $ 8,343 $ (1,445 ) Weighted average shares outstanding for basic earning per common share 9,809,783 9,781,870 Dilutive effect of warrants and options - - Weighted average shares outstanding for diluted earnings per share computation 9,809,783 9,781,870 Basic income per common share $ 0.57 $ (0.15 ) Diluted income per common share $ 0.57 $ (0.15 ) During the years ended December 31, 2020 and 2019, respectively, the denominator of the basic EPS was calculated as follows: Year ended Year ended December 31, 2020 December 31, 2019 Weighted average outstanding common shares 9,509,426 8,442,371 Weighted average prefunded warrants 300,357 1,339,499 Weighted shares outstanding - basic 9,809,783 9,781,870 During the years ended December 31, 2020 and 2019, respectively, the denominator of the dilutive EPS was calculated as follows: Year ended Year ended December 31, 2020 December 31, 2019 Weighted average outstanding common shares 9,509,426 8,442,371 Weighted average prefunded warrants 300,357 1,339,499 Weighted average warrants 1,068,198 - Weighted average options 1,128,295 - Weighted average convertible preferred stock 6,082,981 - Weighted shares outstanding - diluted 18,089,257 9,781,870 For the years ended December 31, 2020 and 2019, respectively, the following common stock equivalent shares were excluded from the computation of the diluted income (loss) per share, since their inclusion would have been anti-dilutive: Year ended Year ended December 31, 2020 December 31, 2019 Shares underlying Series A Convertible Preferred Stock - 5,962,733 Shares underlying warrants - 4,677,458 Stock options - 3,798,818 Shares issuable under the Employee Stock Purchase Plan 54,721 49,300 Share equivalents excluded from EPS 54,721 14,488,309 |
Advertising Costs | Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $12,941 and $12,083 for the years ended December 31, 2020 and December 31, 2019, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest and penalties as income tax expense in the consolidated statements of operations. |
Seasonality and Effects of Weather | Seasonality and Effects of Weather The Company’s operations generally experience modestly higher volumes of vehicle sales in the first half of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at our Florida and Arizona locations. In addition, the northern locations in Colorado, Tennessee, Minnesota and Indiana generally experience modestly higher vehicle sales during the spring months. The Company’s largest RV dealership is located near Tampa, Florida, which is in close proximity to the Gulf of Mexico. A severe weather event, such as a hurricane, could cause severe damage to property and inventory and decrease the traffic to our dealerships. Although the Company believes that it has adequate insurance coverage, if the Company were to experience a catastrophic loss, the Company may exceed its policy limits, and/or may have difficulty obtaining similar insurance coverage in the future. |
Vendor Concentrations | Vendor Concentrations The Company purchases its new recreational vehicles and replacement parts from various manufacturers. During the year ended December 31, 2020, four manufacturers accounted for 26.1%, 25.0%, 24.0% and 19.5% of RV purchases. During the year ended December 31, 2019, four manufacturers accounted for 33.9%, 20.5%, 20.2% and 14.7% 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, the Colorado locations, and the Arizona locations which generate greater than 10% of revenues, were as follows: For the year ended For the year ended December 31, 2020 December 31, 2019 Florida 63 % 68 % Colorado 14 % 14 % Arizona 10 % <10 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. |
Impact of COVID-19 | Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease COVID-19 a pandemic, which continues to spread throughout the United States and globally. Beginning in mid-to-late March of 2020, the COVID-19 pandemic led to severe disruptions in general economic activity as businesses and federal, state, and local governments took increasingly broad actions to mitigate the impact of the pandemic on public health, including through “shelter in place” or “stay at home” orders in the states in which we operate. As we modified our business practices to conform to government guidelines and best practices to ensure the health and safety of our customers, employees and the communities we serve, we saw significant early declines in new and pre-owned vehicle unit sales, sales of parts, accessories and related services, including finance and insurance revenues as well as campground and miscellaneous revenues. We took a number of actions in April 2020 to adjust resources and costs to align with reduced demand caused by the pandemic. These actions included: ● Reduction of our workforce by 25%; ● Temporary reduction of senior management salaries (April 2020 through May 2020); ● Suspension of 2020 annual pay increases; ● Temporary suspension of 401k match (April 2020 through May 2020); ● Delay of non-critical capital projects; and ● Focus of resources on core sales and service operations. As described under Note 11 - Debt below, to further protect our liquidity and cash position, we negotiated with our lenders for the temporary suspension of scheduled principal and interest payments on our term and mortgage loans from April 15, 2020 through June 15, 2020 and for the temporary suspension of scheduled floorplan curtailment payments from April 1, 2020 through June 15, 2020. We also received $8.7 million in loans under the Paycheck Protection Program (the “PPP Loans”). While we applied for loan forgiveness under the PPP loans, there can be no assurances that the loans will be forgiven. The improvement in sales beginning in May 2020 likely relates, at least in part, to an increase in consumer demand as consumers seek outdoor travel and leisure activities that permit appropriate social distancing. However, we Our operations also depend on the continued health and productivity of our employees at our dealerships service locations and corporate headquarters throughout this pandemic. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the COVID-19 pandemic, the efficacy and availability of vaccines, and further actions that may be taken by individuals, businesses and federal, state and local governments in response. Even after the COVID-19 pandemic has subsided, we may experience significant adverse effects to our business as a result of its global economic impact, including any economic recession or downturn and the impact of such a recession or downturn on unemployment levels, consumer confidence, levels of personal discretionary spending and credit availability. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on the previously reported net income (loss). |
Leases | Leases Adoption of new lease standard In February 2016, the FASB issued a new accounting standard that amends the guidance for the accounting and disclosure of leases. This new standard requires that lessees recognize the assets and liabilities that arise from leases on the balance sheet, including leases classified as operating leases, and disclose qualitative and quantitative information about leasing arrangements. The FASB subsequently issued additional amendments to address issues arising from the implementation of the new lease standard. We adopted this standard as of January 1, 2020, using the modified-retrospective method. This approach provides a method for recording existing leases at adoption. We used the adoption date as our date of initial application, and thus comparative-period financial information is not presented for periods prior to the adoption date. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed the Company to carry forward the historical lease classification. Adoption of the new standard resulted in total operating lease liabilities of approximately $17,800 and operating lease assets of approximately $17,800 as of January 1, 2020. The standard did not materially impact our Consolidated Statements of Operations and had no impact on our Consolidated Statements of Cash Flows. Our accounting policies under the new standard are described below. See Note 10, Leases. Lease recognition At inception of a contract, we determine whether an arrangement is or contains a lease. For all leases, we determine the classification as either operating or financing. Operating lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments under the lease. Lease recognition occurs at the commencement date and lease liability amounts are based on the present value of lease payments over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Because most of our leases do not provide information to determine an implicit interest rate, we use our incremental borrowing rate in determining the present value of lease payments. Operating lease assets also include any lease payments made prior to the commencement date and exclude lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with both lease and non-lease components, which are generally accounted for together as a single lease component. |
Subsequent Events | Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to December 31, 2020 through the date these consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the financial statements. On January 4, 2021, the Company commenced sales and service operations at its new dealership in Murfreesboro, TN located just south of Nashville on I-24. The 42,000 square facility becomes Lazydays eleventh full-service RV dealership and its second dealership located in Tennessee. Lazydays RV of Nashville will carry Grand Design, Coachmen, Thor Motor Coach, Forest River, Tiffin and Winnebago brands. On March 17, 2021, two institutional investors exercised warrants issued in the PIPE Investment with respect to an aggregate of 1,005,308 shares of our common stock for cash, resulting in the issuance of 1,005,308 shares of common stock and gross proceeds to the Company of $11,315,250 pursuant to agreements executed with the Company. The above issuances were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of such act, and Rule 506(b) thereunder, as issuances made in a private placement to accredited investors. On February 13, 2021, the Company signed an agreement with M&T to extend the maturity date of the credit facility to June 15, 2021. On June 10, 2021, the Company was granted forgiveness on four PPP Loans in the amount of $2,136. On June 14, 2021, the Company signed an agreement with M&T Bank to extend the maturity date of the credit facility to September 15, 2021. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”). This standard requires the use of a forward-looking expected loss impairment model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This standard also requires impairments and recoveries for available-for-sale debt securities to be recorded through an allowance account and revises certain disclosure requirements. In April 2019, the FASB issued ASU 2019-04, Codification Improvements, which provides guidance on accounting for credit losses on accrued interest receivable balances and guidance on including recoveries when estimating the allowance. In May 2019, the FASB issued ASU 2019-05, Targeted Transition Relief, which allows entities with an option to elect fair value for certain instruments upon adoption of Topic 326. The standard is effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is currently evaluating the impact that the adoption of the provisions of ASU 2016-03 will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). This standard, effective for reporting periods through December 31, 2022, provides accounting relief for contract modifications that replace an interest rate impacted by reference rate reform (e.g., London Interbank Offered Rate (“LIBOR”)) with a new alternative reference rate. The guidance is applicable to investment securities, receivables, loans, debt, leases, derivatives and hedge accounting elections and other contractual arrangements. The new standard provides temporary optional expedients and exceptions to current GAAP guidance on contract modifications and hedge accounting. Specifically, a modification to transition to an alternative reference rate is treated as an event that does not require contract remeasurement or reassessment of a previous accounting treatment. The standard is generally effective for all contract modifications made and hedging relationships evaluated through December 31, 2022, as a result of reference rate reform. The Company is currently evaluating the impact that this new standard will have on our financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Originally Reported, Adjustments, and Restated Amounts | The tables below set forth certain consolidated balance sheet amounts originally reported, adjustments, and the restated amounts as of December 31, 2020 and 2019. December 31. 2020 As Previously Reported Restatement As Restated Total Assets $ 443,998 $ - $ 443,998 Liabilities and Stockholder’ Equity Total current liabilities $ 174,177 $ - 174,177 Financing liability, non-current portion, net of debt discount 78,634 - 78,634 Long term debt, non-current portion, net of debt discount 8,445 - 8,445 Operating lease liability, non-current portion 12,056 - 12,056 Deferred tax liability 15,091 - 15,091 Warrant liabilities - 15,096 15,096 Total liabilities 288,403 15,096 303,499 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 54,983 - 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; 9,656,041 shares issued and 9,514,742 outstanding at December 31, 2020 - - - Additional paid-in capital 80,072 (8,846 ) 71,226 Treasury Stock, at cost, 141,299 shares at December 31, 2020 (499 ) - (499 ) Retained earnings 21,039 (6,250 ) 14,789 Total stockholders’ equity 100,612 (15,096 ) 85,516 Total liabilities and stockholders’ equity $ 443,998 $ - $ 443,998 December 31. 2019 As Previously Reported Restatement As Restated Total Assets $ 406,636 $ - $ 406,636 Liabilities and Stockholder’ Equity Total current liabilities $ 174,733 $ - 174,733 Financing liability, non-current portion, net of debt discount 63,557 - 63,557 Long term debt, non-current portion, net of debt discount 15,573 - 15,573 Operating lease liability, non-current portion - - - Deferred tax liability 16,450 - 16,450 Warrant liabilities - 747 747 Total liabilities 270,313 747 271,060 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2019; liquidation preference of $65,910 as of December 31, 2019 60,893 - 60,893 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 shares issued and 8,428,666 outstanding at December 31, 2019 - - - Additional paid-in capital 79,186 (8,991 ) 70,195 Treasury Stock, at cost, 78,000 shares at December 31, 2019 (314 ) - (314 ) Retained earnings (3,442 ) 8,244 4,802 Total stockholders’ equity 75,430 (747 ) 74,683 Total liabilities and stockholders’ equity $ 406,636 $ - $ 406,636 The tables below set forth the consolidated statements of operations amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020, 2019 and 2018. December 31. 2020 As Previously Reported Restatement As Restated Income from Operations $ 47,538 $ - $ 47,538 Other income/expenses Loss on sale of property and equipment (7 ) - (7 ) Interest expense (8,047 ) - (8,047 ) Change in fair value of warrant liabilities - (14,494 ) (14,494 ) Total other expense (8,054 ) (14,494 ) (22,548 ) Income before income tax expense 39,484 (14,494 ) 24,990 Income tax expense (10,364 ) - (10,364 ) Net income $ 29,120 $ (14,494 ) $ 14,626 Dividends of Series A Convertible Preferred Stock (6,283 ) - (6,283 ) Net income (loss) attributable to common stock and participating securities $ 22,837 $ (14,494 ) $ 8,343 EPS: Basic and diluted income (loss) per share $ 1.56 $ (0.99 ) $ 0.57 Weighted average shares outstanding basic and diluted 9,809,783 9,809,783 9,809,783 December 31. 2019 As Previously Reported Restatement As Restated Income from Operations $ 12,128 $ - $ 12,128 Other income/expenses Gain on sale of property and equipment 11 - 11 Interest expense (10,328 ) - (10,328 ) Change in fair value of warrant liabilities - 3,751 3,751 Total other expense (10,317 ) 3,751 (6,566 ) Income before income tax expense 1,811 3,751 5,562 Income tax expense (1,097 ) - (1,097 ) Net income $ 714 $ 3,751 $ 4,465 Dividends of Series A Convertible Preferred Stock (5,910 ) - (5,910 ) Net income (loss) attributable to common stock and participating securities $ (5,196 ) $ 3,751 $ (1,445 ) EPS: Basic and diluted income (loss) per share $ (0.53 ) $ 0.38 $ (0.15 ) Weighted average shares outstanding basic and diluted 9,781,870 9,781,870 9,781,870 December 31. 2018 As Previously Reported Restatement As Restated Income from Operations $ 7,698 $ - $ 7,698 Other income/expenses Gain on sale of property and equipment 1 - 1 Interest expense (8,001 ) - (8,001 ) Change in fair value of warrant liabilities - 4,493 4,493 Total other expense (8,000 ) 4,493 (3,507 ) Income before income tax expense (302 ) 4,493 4,191 Income tax expense (2,318 ) - (2,318 ) Net income $ (2,620 ) $ 4,493 $ 1,873 Dividends of Series A Convertible Preferred Stock (3,845 ) - (3,845 ) Deemed dividend on Series A Convertible Preferred Stock (3,392 ) (3,392 ) Net income (loss) attributable to common stock and participating securities $ (9,857 ) $ 4,493 $ (5,364 ) EPS: Basic and diluted income (loss) per share $ (1.02 ) $ 0.47 $ (0.55 ) Weighted average shares outstanding basic and diluted 9,668,250 9,668,250 9,668,250 The tables below set forth the consolidated statements of cash flow amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020, 2019 and 2018. December 31. 2020 As Previously Reported Restatement As Restated Net Income $ 29,120 $ (14,494 ) $ 14,626 Adjustments to reconcile net income to net cash provided by operating activities: 81,947 81,947 Change in fair value of warrant liabilities - 14,494 14,494 Net cash provided by operating activities 111,067 - 111,067 Net cash used in investing activities (30,324 ) - (30,324 ) Net cash used in financing activities (48,689 ) - (48,689 ) Net change in cash and cash equivalents 32,054 - 32,054 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 63,512 $ - $ 63,512 December 31. 2019 As Previously Reported Restatement As Restated Net Income $ 714 $ 3,751 $ 4,465 Adjustments to reconcile net income to net cash provided by operating activities: 38,208 38,208 Change in fair value of warrant liabilities - (3,751 ) (3,751 ) Net cash provided by operating activities 38,922 - 38,922 Net cash used in investing activities (19,406 ) - (19,406 ) Net cash used in financing activities (14,661 ) - (14,661 ) Net change in cash and cash equivalents 4,855 - 4,855 Cash - Beginning 26,603 - 26,603 Cash - Ending $ 31,458 $ - $ 31,458 December 31. 2018 As Previously Reported Restatement As Restated Net Income $ (2,620 ) $ 4,493 $ 1,873 Adjustments to reconcile net income to net cash provided by operating activities: (12,706 ) (12,706 ) Change in fair value of warrant liabilities - (4,493 ) (4,493 ) Net cash used in operating activities (15,326 ) - (15,326 ) Net cash used in investing activities (95,876 ) - (95,876 ) Net cash provided by financing activities 127,134 - 127,134 Net change in cash and cash equivalents 15,932 - 15,932 Cash - Beginning 10,671 - 10,671 Cash - Ending $ 26,603 $ - $ 26,603 The tables below set forth the unaudited condensed consolidated balance sheet and condensed consolidated statement of operations originally reported, adjustments, and the restated balances as of and for the three and nine months ended September 30, 2020 and the condensed consolidated statement of cash flow amounts originally reported, adjustments, and the restated balances for the nine months ended September 30, 2020. September 30, 2020 (unaudited) As Previously Reported Restatement As Restated Total Assets $ 397,905 $ - $ 397,905 Liabilities and Stockholder’ Equity Total current liabilities $ 137,808 $ - 137,808 Financing liability, non-current portion, net of debt discount 71,095 - 71,095 Long term debt, non-current portion, net of debt discount 10,512 - 10,512 Operating lease liability, non-current portion 12,841 - 12,841 Deferred tax liability 16,451 - 16,451 Warrant liabilities - 10,992 10,992 Total liabilities 248,707 10,992 259,699 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 54,983 - 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; 9,593,150 shares issued and 9,451,851 outstanding at September 30, 2020 - - - Additional paid-in capital 78,931 (8,991 ) 69,940 Treasury Stock, at cost, 141,299 shares at September 30, 2020 (499 ) - (499 ) Retained earnings 15,783 (2,001 ) 13,782 Total stockholders’ equity 94,215 (10,992 ) 83,223 Total liabilities and stockholders’ equity $ 397,905 $ - $ 397,905 Three months ended September 30, 2020 (Unaudited) Nine months ended September 30, 2020 (Unaudited) As Previously Reported Restatement As Restated As Previously Reported Restatement As Restated Income from Operations $ 17,532 $ - $ 17,532 $ 36,944 $ - $ 36,944 Other income/expenses Loss on sale of property and equipment - - - (8 ) - (8 ) Interest expense (1,749 ) - (1,749 ) (6,262 ) - (6,262 ) Change in fair value of warrant liabilities - (7,899 ) (7,899 ) - (10,245 ) (10,245 ) Total other expense (1,749 ) (7,899 ) (9,648 ) (6,270 ) (10,245 ) (16,515 ) Income before income tax expense 15,783 (7,899 ) 7,884 30,674 (10,245 ) 20,429 Income tax expense (4,184 ) - (4,184 ) (8,020 ) - (8,020 ) Net income $ 11,599 $ (7,899 ) $ 3,700 $ 22,654 $ (10,245 ) $ 12,409 Dividends of Series A Convertible Preferred Stock (1,745 ) - (1,745 ) (5,073 ) - (5,073 ) Net income (loss) attributable to common stock and participating securities $ 9,854 $ (7,899 ) $ 1,955 $ 17,581 $ (10,245 ) $ 7,336 EPS: Basic and diluted income (loss) per share $ 0.55 $ (0.42 ) $ 0.13 $ 1.00 $ (0.50 ) $ 0.50 Weighted average shares outstanding basic and diluted 10,807,368 10,807,368 10,807,368 10,747,370 10,747,370 10,747,370 Nine Months Ended September 30, 2020 As Previously Reported Restatement As Restated Net Income $ 22,654 $ (10,245 ) $ 12,409 Adjustments to reconcile net income to net cash provided by operating activities: 119,247 119,247 Change in fair value of warrant liabilities - 10,245 10,245 Net cash provided by operating activities 141,901 - 141,901 Net cash used in investing activities (7,005 ) - (7,005 ) Net cash used in financing activities (84,700 ) - (84,700 ) Net change in cash and cash equivalents 50,196 - 50,196 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 81,654 $ - $ 81,654 The tables below set forth the unaudited condensed consolidated balance sheet and condensed consolidated statement of operations originally reported, adjustments, and the restated balances as of and for the three and six months ended June 30, 2020 and the condensed consolidated statement of cash flow amounts originally reported, adjustments, and the restated balances for the six months ended June 30, 2020. June 30, 2020 (unaudited) As Previously Reported Restatement As Restated Total Assets $ 414,722 $ - $ 414,722 Liabilities and Stockholder’ Equity Total current liabilities $ 149,211 $ - 149,211 Financing liability, non-current portion, net of debt discount 71,403 - 71,403 Long term debt, non-current portion, net of debt discount 15,679 - 15,679 Operating lease liability, non-current portion 13,616 - 13,616 Deferred tax liability 16,450 - 16,450 Warrant liabilities - 3,093 3,093 Total liabilities 266,359 3,093 269,452 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 64,221 - 64,221 Stockholders’ Equity Preferred Stock, $0.0001 par value; 5,000,000 shares authorized; - - - Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,548,524 shares issued and 8,407,225 outstanding at June 30, 2020 - - - Additional paid-in capital 78,712 (8,991 ) 69,721 Treasury Stock, at cost, 141,299 shares at June 30, 2020 (499 ) - (499 ) Retained earnings 5,929 5,898 11,827 Total stockholders’ equity 84,142 (3,093 ) 81,049 Total liabilities and stockholders’ equity $ 414,722 $ - $ 414,722 Three months ended June 30, 2020 (Unaudited) Six months ended June 30, 2020 (Unaudited) As Previously Reported Restatement As Restated As Previously Reported Restatement As Restated Income from Operations $ 12,628 $ - $ 12,628 $ 19,412 $ - $ 19,412 Other income/expenses Loss on sale of property and equipment (6 ) - (6 ) (8 ) - (8 ) Interest expense (2,018 ) - (2,018 ) (4,513 ) - (4,513 ) Change in fair value of warrant liabilities - (2,758 ) (2,758 ) - (2,346 ) (2,346 ) Total other expense (2,024 ) (2,758 ) (4,782 ) (4,521 ) (2,346 ) (6,867 ) Income before income tax expense 10,604 (2,758 ) 7,846 14,891 (2,346 ) 12,545 Income tax expense (2,536 ) - (2,536 ) (3,836 ) - (3,836 ) Net income $ 8,068 $ (2,758 ) $ 5,310 $ 11,055 $ (2,346 ) $ 8,709 Dividends of Series A Convertible Preferred Stock (1,684 ) - (1,684 ) (3,328 ) - (3,328 ) Net income attributable to common stock and participating securities $ 6,384 $ (2,758 ) $ 3,626 $ 7,727 $ (2,346 ) $ 5,381 EPS: Basic and diluted income per share $ 0.39 $ (0.14 ) $ 0.25 $ 0.48 $ (0.10 ) $ 0.38 Weighted average shares outstanding basic and diluted 9,715,677 9,715,677 9,715,677 9,736,133 9,736,133 9,736,133 Six Months Ended June 30, 2020 As Previously Reported Restatement As Restated Net Income $ 11,055 $ (2,346 ) $ 8,709 Adjustments to reconcile net income to net cash provided by operating activities: 72,555 72,555 Change in fair value of warrant liabilities - 2,346 2,346 Net cash provided by operating activities 83,610 - 83,610 Net cash used in investing activities (765 ) - (765 ) Net cash used in financing activities (52,253 ) - (52,253 ) Net change in cash and cash equivalents 30,592 - 30,592 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 62,050 $ - $ 62,050 The tables below set forth the unaudited condensed consolidated balance sheet and condensed consolidated statement of operations originally reported, adjustments, and the restated balances as of and for the three months ended March 31, 2020 and the condensed consolidated statement of cash flow amounts originally reported, adjustments, and the restated balances for the three months ended March 31, 2020. March 31, 2020 (unaudited) As Previously Reported Restatement As Restated Total Assets $ 428,130 $ - $ 428,130 Liabilities and Stockholder’ Equity Total current liabilities $ 181,526 $ - 181,526 Financing liability, non-current portion, net of debt discount 68,158 - 68,158 Long term debt, non-current portion, net of debt discount 7,746 - 7,746 Operating lease liability, non-current portion 14,405 - 14,405 Deferred tax liability 16,450 - 16,450 Warrant liabilities - 335 335 Total liabilities 288,285 335 288,620 Commitments and Contingencies Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 62,537 - 62,537 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 shares issued and outstanding at March 31, 2020 - - - Additional paid-in capital 78,222 (8,991 ) 69,231 Treasury Stock, at cost, 122,729 shares at March 31, 2020 (459 ) - (459 ) (Accumulated deficit) Retained earnings (455 ) 8,656 8,201 Total stockholders’ equity 77,308 (335 ) 76,973 Total liabilities and stockholders’ equity $ 428,130 $ - $ 428,130 Three months ended March 31, 2020 (Unaudited) As Previously Reported Restatement As Restated Income from Operations $ 6,784 $ - $ 6,784 Other income/expenses Loss on sale of property and equipment (2 ) - (2 ) Interest expense (2,495 ) - (2,495 ) Change in fair value of warrant liabilities - 412 412 Total other expense (2,497 ) 412 (2,085 ) Income before income tax expense 4,287 412 4,699 Income tax expense (1,300 ) - (1,300 ) Net income $ 2,987 $ 412 $ 3,399 Dividends of Series A Convertible Preferred Stock (1,644 ) - (1,644 ) Net income attributable to common stock and participating securities $ 1,343 $ 412 $ 1,755 EPS: Basic and diluted income per share $ 0.08 $ 0.04 $ 0.12 Weighted average shares outstanding basic and diluted 9,757,036 9,757,036 9,757,036 Three Months Ended March 31, 2020 As Previously Reported Restatement As Restated Net Income $ 2,987 $ 412 $ 3,399 Adjustments to reconcile net income to net cash provided by operating activities: 13,140 13,140 Change in fair value of warrant liabilities - (412 ) (412 ) Net cash provided by operating activities 16,127 - 16,127 Net cash provided by investing activities 3,158 - 3,158 Net cash used in financing activities (7,474 ) - (7,474 ) Net change in cash and cash equivalents 11,811 - 11,811 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 43,269 $ - $ 43,269 |
Schedule of Disaggregation of Revenue | The following table represents the Company’s disaggregation of revenue: For the year ended For the year ended December 31, 2020 December 31, 2019 New vehicle revenue $ 479,611 $ 353,228 Preowned vehicle revenue 250,261 213,830 Parts, accessories, and related services 38,630 35,607 Finance and insurance revenue 45,123 36,698 Campground, rental, and other revenue 3,485 5,549 $ 817,110 $ 644,912 |
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: For the year ended For the year ended December 31, 2020 December 31, 2019 Gross finance and insurance revenues $ 50,341 $ 41,169 Additions to charge-back allowance (6,217 ) (4,471 ) Net Finance Revenue $ 44,124 $ 36,698 |
Summary of Net Income (Loss) Attribute to Common Stockholders | The following table summarizes net income (loss) attributable to common stockholders used in the calculation of basic and diluted loss per common share: Year ended Year ended (Dollars in thousands - except share and per share amounts) December 31. 2020 (Restated) December 31, 2019 (Restated) Distributed earning allocated to common stock $ - $ - Undistributed earnings allocated to common stock 5,579 (1,445 ) Net earnings allocated to common stock 5,579 (1,445 ) Net earnings allocated to participating securities 2,764 - Net earnings allocated to common stock and participating securities $ 8,343 $ (1,445 ) Weighted average shares outstanding for basic earning per common share 9,809,783 9,781,870 Dilutive effect of warrants and options - - Weighted average shares outstanding for diluted earnings per share computation 9,809,783 9,781,870 Basic income per common share $ 0.57 $ (0.15 ) Diluted income per common share $ 0.57 $ (0.15 ) |
Schedule of Denominator of Basic Earnings Per Share | During the years ended December 31, 2020 and 2019, respectively, the denominator of the basic EPS was calculated as follows: Year ended Year ended December 31, 2020 December 31, 2019 Weighted average outstanding common shares 9,509,426 8,442,371 Weighted average prefunded warrants 300,357 1,339,499 Weighted shares outstanding - basic 9,809,783 9,781,870 |
Schedule of Denominator of Dilutive Earnings Per Share | During the years ended December 31, 2020 and 2019, respectively, the denominator of the dilutive EPS was calculated as follows: Year ended Year ended December 31, 2020 December 31, 2019 Weighted average outstanding common shares 9,509,426 8,442,371 Weighted average prefunded warrants 300,357 1,339,499 Weighted average warrants 1,068,198 - Weighted average options 1,128,295 - Weighted average convertible preferred stock 6,082,981 - Weighted shares outstanding - diluted 18,089,257 9,781,870 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | For the years ended December 31, 2020 and 2019, respectively, the following common stock equivalent shares were excluded from the computation of the diluted income (loss) per share, since their inclusion would have been anti-dilutive: Year ended Year ended December 31, 2020 December 31, 2019 Shares underlying Series A Convertible Preferred Stock - 5,962,733 Shares underlying warrants - 4,677,458 Stock options - 3,798,818 Shares issuable under the Employee Stock Purchase Plan 54,721 49,300 Share equivalents excluded from EPS 54,721 14,488,309 |
Schedule of Geographic Concentration Risk Percentage | Revenues generated by customers of the Florida locations, the Colorado locations, and the Arizona locations which generate greater than 10% of revenues, were as follows: For the year ended For the year ended December 31, 2020 December 31, 2019 Florida 63 % 68 % Colorado 14 % 14 % Arizona 10 % <10 % |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | As a result, the Company determined its preliminary allocation of the fair value of the assets acquired and the liabilities assumed for these dealerships as follows: 2020 2019 Inventories $ 18,932 $ 12,171 Accounts receivable and prepaid expenses 1,167 53 Property and equipment 5,417 77 Intangible assets 8,480 2,630 Total assets acquired 33,996 14,931 Accounts payable, accrued expenses and other current liabilities 1,004 243 Floor plan notes payable 20,855 11,434 Total liabilities assumed 21,859 11,677 Net assets acquired $ 12,137 $ 3,254 |
Schedule of Fair Value of Consideration Paid | The fair value of consideration paid was as follows: 2020 2019 Purchase Price: $ 16,653 $ 2,568 Cash consideration paid (107 ) Note payable issued to former owners 1,600 3,045 $ 18,253 $ 5,506 |
Schedule of Goodwill Associated with Merger | 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 Alliance, Korges, Total RV and Camp-Land. Goodwill associated with the transaction is detailed below: 2020 2019 Total consideration $ 18,253 $ 5,506 Less net assets acquired 12,137 3,254 Goodwill $ 6,116 $ 2,252 |
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 during 2019. Gross Asset Amount at Weighted Average Amortization Period in Years Customer Lists $ 230 7 years Dealer Agreements $ 2,400 7 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 2020 Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Customer Lists $ 250 8-10 years Dealer Agreements $ 8,000 8-10 years Noncompete Agreement $ 230 5 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 purchase of Alliance, Korges, Total RV and Camp-Land had been consummated on January 1, 2019. For the year ended For the year ended December 31, 2020 (Restated) December 31, 2019 (Restated) Revenue $ 881,122 $ 791,408 Income before income taxes $ 40,717 $ 2,289 Net income $ 30,094 $ 1,092 |
Receivables, Net (Tables)
Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Receivables | Receivables consist of the following: As of As of December 31, 2020 December 31, 2019 Contracts in transit and vehicle receivables $ 15,995 $ 11,544 Manufacturer receivables 2,705 3,539 Finance and other receivables 1,423 1,324 20,123 16,407 Less: Allowance for doubtful accounts (659 ) (382 ) $ 19,464 $ 16,025 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: As of As of December 31, 2020 December 31, 2019 New recreational vehicles $ 92,434 $ 124,096 Pre-owned recreational vehicles 22,967 36,639 Parts, accessories and other 4,493 3,848 119,894 164,583 Less: excess of current cost over LIFO (3,627 ) (3,719 ) $ 116,267 $ 160,864 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: As of As of December 31, December 31, 2020 2019 Land $ 25,954 $ 22,496 Building and improvements including leasehold improvements 74,767 62,206 Furniture and equipment 8,572 6,747 Company vehicles 987 747 Construction in progress 13,606 5,603 123,886 97,799 Less: Accumulated depreciation and amortization (17,566 ) (10,923 ) $ 106,320 $ 86,876 |
Schedule of Depreciation and Amortization | Depreciation and amortization expense is set forth in the table below: As of As of December 31, 2020 December 31, 2019 Depreciation 6,682 6,848 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 43,800 $ 8,901 $ 34,899 $ 35,800 $ 5,180 $ 30,620 Customer relationships 9,790 2,233 7,557 9,540 1,406 8,134 Non-Compete agreements 230 29 201 - - - 53,820 11,163 42,657 45,340 6,586 38,754 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 30,100 - 30,100 $ 83,920 $ 11,163 $ 72,757 $ 75,440 $ 6,586 $ 68,854 |
Schedule of Amortization Expense | Amortization expense is set forth in the table below: As of As of December 31, December 31, 2020 2019 Amortization $ 4,580 $ 3,965 |
Schedule of Estimated Future Amortization | Estimated future amortization expense is as follows: Years ending 2021 $ 5,120 2022 5,120 2023 5,120 2024 5,120 2025 5,051 Thereafter 17,126 $ 42,657 |
Financing Liability (Tables)
Financing Liability (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Financing Liability | The financing liabilities, net of debt discount, is summarized as follows: As of As of December 31, December 31, 2020 2019 Financing liability $ 80,254 $ 64,568 Debt discount (158 ) (75 ) Financing liability, net of debt discount 80,096 64,493 Less: current portion 1,462 936 Financing liability, non-current portion $ 78,634 $ 63,557 |
Schedule of Future Minimum Payments of Sale Leaseback Transactions | The future minimum payments required by the arrangements are as follows: Total Years ending December 31, Principal Interest Payments 2021 1,639 5,233 6,872 2022 1,890 5,329 7,219 2023 2,168 5,196 7,364 2024 2,469 5,042 7,511 2025 2,794 4,868 7,662 Thereafter 56,513 34,792 91,305 $ 67,473 $ 60,460 $ 127,933 |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2020 As of December 31, 2019 Accounts payable $ 18,077 $ 11,231 Other accrued expenses 4,713 3,392 Customer deposits 6,002 2,267 Accrued compensation 4,311 2,388 Accrued charge-backs 5,553 4,221 Accrued interest 125 356 Total $ 38,781 $ 23,855 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2020 were as follows: Maturity Date Operating Leases 2021 3,838 2022 3,520 2023 3,317 2024 2,586 2025 1,939 Thereafter 2,179 Total lease payments 17,379 Less: Imputed Interest 2,159 Present value of lease liabilities $ 15,220 |
Schedule of Supplemental Cash Flow Information Related to Leases | The following presents supplemental cash flow information related to leases during 2020: For the year ended December 31, 2020 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 3,809 ROU assets obtained in exchange for lease liabilities: Operating leases $ 756 Finance lease $ 4,015 $ 4,771 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019: As of December 31, 2020 As of December 31, 2019 Floor plan notes payable, gross $ 105,486 $ 144,133 Debt discount (87 ) (184 ) Floor plan notes payable, net of debt discount $ 105,399 $ 143,949 |
Schedule of Long Term Debt | Long-term debt consists of the following as of December 31, 2020 and 2019: As of December 31, 2020 As of December 31, 2019 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan and Mortgage $ 18,758 $ (41 ) $ 18,717 $ 14,925 $ (47 ) $ 14,878 Paycheck Protection Program Loans 8,704 - $ 8,704 Acquisition notes payable (See Note 3) 5,185 - 5,185 6,688 - 6,688 Total long-term debt 32,647 (41 ) 32,606 21,613 (47 ) 21,566 Less: current portion 24,161 - 24,161 5,993 - 5,993 Long term debt, non-current $ 8,486 $ (41 ) $ 8,445 $ 15,620 $ (47 ) $ 15,573 |
Schedule of Future Maturities of Long Term Debt | Future Maturities of Long Term Debt Years ending December 31, 2021 $ 24,161 2022 5,824 2023 1,844 2024 396 2025 422 Total $ 32,647 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of the Company’s income tax expense are as follows: Year ended December 31, 2020 Year ended December 31, 2019 Current: Federal $ 9,187 $ 2,699 State 2,536 664 11,723 3,363 Deferred: Federal (1,177 ) (1,746 ) State (182 ) (520 ) (1,359 ) (2,266 ) Income tax expense $ 10,364 $ 1,097 |
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 2020 and 2019) to the Company’s income tax expense is as follows: Year Ended Year Ended (Restated) (Restated) Amount % Amount % Income taxes at statutory rate $ 5,248 21.0 % $ 1,168 21.0 % Non-deductible expense 40 0.2 % 43 0.8 % State income taxes, net of federal tax effect 1,856 7.4 % (75 ) -1.4 % Transaction costs - 0.0 % (61 ) -1.1 % Stock-based compensation and officer compensation 235 0.9 % 824 14.0 % Change in fair value of warrant liabilities 3,043 12.2 % -788 -14.2 % Other credits and changes in estimate (58 ) -0.2 % (14 ) 0.6 % Income tax expense $ 10,364 41.5 % $ 1,097 19.7 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities were as follows: As of As of December 31, December 31, 2020 2019 Deferred tax assets: Accounts receivable $ 167 $ 96 Accrued charge-backs 1,412 1,063 Other accrued liabilities 1,530 166 Financing liability 15,085 16,247 Stock based compensation 1,009 894 Other, net 535 262 19,738 18,728 Deferred tax liabilities: Prepaid expenses (198 ) (271 ) Goodwill (480 ) (370 ) Inventories (5,343 ) (4,702 ) Property and equipment (15,073 ) (15,457 ) Intangible assets (13,735 ) (14,378 ) (34,829 ) (35,178 ) Net deferred tax (liabilities)/assets $ (15,091 ) $ (16,450 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrants Activity | The Company had the following activity related to shares underlying warrants: Shares Underlying Warrants Weighted Average Exercise Price Warrants outstanding January 1, 2020 4,677,458 $ 11.50 Granted - $ - Cancelled or Expired - $ - Exercised (45,371 ) $ 11.50 Warrants outstanding December 31, 2020 4,632,087 $ 11.50 |
Schedule of Fair Values for Outstanding Warrants Liabilities | The Company determined the following fair values for the outstanding warrants recorded as liabilities at December 31: 2020 2019 (Restated) (Restated) PIPE Warrants $ 13,716 $ 555 Private Warrants 1,380 192 Total warrant liabilities $ 15,096 $ 747 |
Schedule of Stock Option Activity | Stock option activity is summarized below: Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2020 3,798,818 $ 10.63 Granted 530,000 $ 10.08 Cancelled or terminated (203,809 ) $ (9.76 ) Exercised (61,647 ) $ (10.72 ) Options outstanding at December 31, 2020 4,063,362 $ 10.60 2.65 $ 22,954 Options vested at December 31, 2020 1,085,720 $ 11.10 2.23 $ 5,626 |
Schedule of Fair Value Assumptions of Awards | The fair value of the awards of $1,915 was determined using the Black-Scholes option pricing model based on the follow range of assumptions: Year ended December 31, 2020 Risk free interest rate 0.25% - 0.43% Expected term (years) 3.50-3.75 Expected volatility 55% - 73% Expected dividends 0.00 % |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Adjustments Warrant Liabilities | December 31, 2020 (Restated) December 31, 2019 (Restated) Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 13,716 $ 13,716 $ - $ - $ 555 $ 555 $ - $ - Private Warrants 1,380 - - 1,380 192 - - 192 Total $ 15,096 $ 13,716 $ - $ 1,380 $ 747 $ 555 $ - $ 192 |
Schedule of Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2020 (Restated) December 31, 2019 Stock Price $ 16.25 $ 4.10 Strike Price $ 11.50 $ 11.50 Expected life 2.20 3.21 Volatility 81.2 % 80.9 % Risk Free rate 0.14 % 1.61 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 4.45 $ 0.62 |
Schedule of Liabilities Measured at Fair Value | The following table presents changes in Level 1 and Level 3 liabilities measured at fair value for the year ended December 31, 2020 and 2019: December 31, 2020 (Restated) December 31, 2019 (Restated) PIPE Warrants Private Warrants PIPE Warrants Private Warrants Balance - beginning of year $ 555 $ 192 $ 4,163 $ 335 Exercise or conversion (145 ) - - - Measurement adjustment 13,307 1,187 (3,608 ) (143 ) Balance - end of year $ 13,717 $ 1,379 $ 555 $ 192 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited and Restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following tables present certain unaudited consolidated quarterly financial information for each of the quarters previously issued in 2020, 2019 and 2018. 2020 Quarter Ended (unaudited and restated) March 31 June 30 September 30 Income from Operations $ 6,784 $ 12,628 $ 17,532 Other income/expenses (1) (2,085 ) (4,782 ) (9,648 ) Income tax expense (1,300 ) (2,536 ) (4,184 ) Net income (1) $ 3,399 $ 5,310 $ 3,700 Dividends of Series A Convertible Preferred Stock (1,644 ) (1,684 ) (1,745 ) Net income attributable to common stock and participating securities $ 1,755 $ 3,626 $ 1,955 EPS: Basic and diluted income per share (1) $ 0.12 $ 0.25 $ 0.13 Weighted average shares outstanding basic and diluted 9,757,036 9,715,677 10,807,368 2019 Quarter Ended (unaudited and restated) March 31 June 30 September 30 Income from Operations $ 6,058 $ 6,488 $ 763 Other income/expenses (1) (1,074 ) (577 ) (2,382 ) Income tax expense (1,185 ) (2,099 ) (941 ) Net income (1) $ 3,799 $ 3,812 $ (2,560 ) Dividends of Series A Convertible Preferred Stock (1,184 ) (1,525 ) (1,581 ) Net income (loss) attributable to common stock and participating securities $ 2,615 $ 2,287 $ (4,141 ) EPS: Basic and diluted income (loss) per share (1) $ 0.17 $ 0.14 $ (0.42 ) Weighted average shares outstanding basic and diluted 9,695,234 9,811,107 9,811,107 2018 Quarter Ended (unaudited and restated) March 31 June 30 September 30 Income from Operations $ 1,825 $ 5,241 $ 849 Other income/expenses (1) (934 ) (2,460 ) (1,153 ) Income tax expense (449 ) (1,176 ) (1,141 ) Net income (1) $ 442 $ 1,605 $ (1,445 ) Dividends of Series A Convertible Preferred Stock (210 ) (1,215 ) (1,210 ) Deemed dividend on Series A Convertible Preferred Stock (3,392 ) Net income (loss) attributable to common stock and participating securities $ (3,160 ) $ 390 $ (2,655 ) EPS: Basic and diluted income (loss) per share (1) $ (0.33 ) $ 0.02 $ (0.27 ) Weighted average shares outstanding basic and diluted 9,668,250 9,668,250 9,668,250 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 14, 2021 | Jun. 10, 2021 | Mar. 17, 2021 | Feb. 13, 2021 | Mar. 15, 2018 | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2020 | Aug. 07, 2018 | Dec. 23, 2015 |
Fdic insured amount | $ 250 | ||||||||||
Cash equivalents | |||||||||||
Accrued charge-backs | 5,553 | 4,221 | |||||||||
Lifo inventory value exceeds | 3,627 | 3,719 | |||||||||
Amortization of debt discount | 170 | 220 | |||||||||
Impairment of long-lived assets | |||||||||||
Advertising and promotion costs | 12,941 | 12,083 | |||||||||
Operating lease liability | 15,220 | $ 17,800 | $ 1,780 | $ 11,000 | |||||||
Operating lease, right-of-use asset | $ 15,472 | $ 17,800 | |||||||||
M&T Facility [Member] | |||||||||||
Line of credit facility, maturity date | Mar. 15, 2021 | ||||||||||
Subsequent Event [Member] | Four PPP Loans [Member] | |||||||||||
Debt forgiveness | $ 2,136 | ||||||||||
Subsequent Event [Member] | M&T Facility [Member] | |||||||||||
Line of credit facility, maturity date | Sep. 15, 2021 | Jun. 15, 2021 | |||||||||
COVID-19 [Member] | |||||||||||
Reduction of workforce percentage | 25.00% | ||||||||||
Proceeds from loans | $ 8,700 | ||||||||||
Vendor 1 [Member] | |||||||||||
Concentration risk, percentage | 26.10% | 33.90% | |||||||||
Vendor 2 [Member] | |||||||||||
Concentration risk, percentage | 25.00% | 20.50% | |||||||||
Vendor 3 [Member] | |||||||||||
Concentration risk, percentage | 24.00% | 20.20% | |||||||||
Vendor 4 [Member] | |||||||||||
Concentration risk, percentage | 19.50% | 14.70% | |||||||||
Two Institutional Investors [Member] | Subsequent Event [Member] | |||||||||||
Number of shares issued | 1,005,308 | ||||||||||
Proceeds from issuance of common stock | $ 11,315,250 | ||||||||||
Minimum [Member] | |||||||||||
Goodwill and intangible assets likelihood, percentage | 50.00% | ||||||||||
Minimum [Member] | Manufacturer and Customer Relationships [Member] | |||||||||||
Intangible assets useful life | 7 years | ||||||||||
Maximum [Member] | Manufacturer and Customer Relationships [Member] | |||||||||||
Intangible assets useful life | 12 years | ||||||||||
Building and Improvements [Member] | Minimum [Member] | |||||||||||
Property, plant and equipment, useful life | 2 years | ||||||||||
Building and Improvements [Member] | Maximum [Member] | |||||||||||
Property, plant and equipment, useful life | 39 years | ||||||||||
Vehicles and Equipment [Member] | Minimum [Member] | |||||||||||
Property, plant and equipment, useful life | 2 years | ||||||||||
Vehicles and Equipment [Member] | Maximum [Member] | |||||||||||
Property, plant and equipment, useful life | 12 years | ||||||||||
Shipping and Handling [Member] | |||||||||||
Shipping and handling included as a component of revenue | $ 3,262 | $ 2,284 | |||||||||
Private Warrants [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 155,000 | ||||||||||
Shares issued, price per share | $ 11.50 | ||||||||||
PIPE Warrants [Member] | |||||||||||
Number of warrant to purchase shares of common stock | 2,522,458 | ||||||||||
Shares issued, price per share | $ 11.50 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Originally Reported, Adjustments, and Restated Amounts (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||||||
Total Assets | $ 397,905 | $ 414,722 | $ 428,130 | $ 414,722 | $ 397,905 | $ 443,998 | $ 406,636 | ||||||||||||||||
Total current liabilities | 137,808 | 149,211 | 181,526 | 149,211 | 137,808 | 174,177 | 174,733 | ||||||||||||||||
Financing liability, non-current portion, net of debt discount | 71,095 | 71,403 | 68,158 | 71,403 | 71,095 | 78,634 | 63,557 | ||||||||||||||||
Long term debt, non-current portion, net of debt discount | 10,512 | 15,679 | 7,746 | 15,679 | 10,512 | 8,445 | 15,573 | ||||||||||||||||
Operating lease liability, non-current portion | 12,841 | 13,616 | 14,405 | 13,616 | 12,841 | 12,056 | |||||||||||||||||
Deferred tax liability | 16,451 | 16,450 | 16,450 | 16,450 | 16,451 | 15,091 | 16,450 | ||||||||||||||||
Warrant liabilities | 10,992 | 3,093 | 335 | 3,093 | 10,992 | 15,096 | 747 | ||||||||||||||||
Total liabilities | 259,699 | 269,452 | 288,620 | 269,452 | 259,699 | 303,499 | 271,060 | ||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||
Series A Convertible Preferred Stock , Value | 54,983 | 64,221 | 62,537 | 64,221 | 54,983 | 54,983 | 60,893 | ||||||||||||||||
Preferred Stock, Value | |||||||||||||||||||||||
Common stock,Value | |||||||||||||||||||||||
Additional paid-in capital | 69,940 | 69,721 | 69,231 | 69,721 | 69,940 | 71,226 | 70,195 | ||||||||||||||||
Treasury Stock, Value | (499) | (499) | (459) | (499) | (499) | (499) | (314) | ||||||||||||||||
Retained earnings | 13,782 | 11,827 | 8,201 | 11,827 | 13,782 | 14,789 | 4,802 | ||||||||||||||||
Total stockholders' equity | 83,223 | 81,049 | 76,973 | 81,049 | 83,223 | 85,516 | 74,683 | $ 71,952 | |||||||||||||||
Total liabilities and stockholders' equity | 397,905 | 414,722 | 428,130 | 414,722 | 397,905 | 443,998 | 406,636 | ||||||||||||||||
Income from Operations | 17,532 | 12,628 | 6,784 | $ 763 | $ 6,488 | $ 6,058 | $ 849 | $ 5,241 | $ 1,825 | 19,412 | 36,944 | 47,538 | 12,128 | 7,698 | |||||||||
Loss on sale of property and equipment | (6) | (2) | (8) | (8) | (7) | 11 | 1 | ||||||||||||||||
Interest expense | (1,749) | (2,018) | (2,495) | (4,513) | (6,262) | (8,047) | (10,328) | (8,001) | |||||||||||||||
Change in fair value of warrant liabilities | 412 | (2,346) | (10,245) | (14,494) | 3,751 | 4,493 | |||||||||||||||||
Total other expense | (9,648) | (4,782) | (2,085) | (6,867) | (16,515) | (22,548) | (6,566) | (3,507) | |||||||||||||||
Income before income tax expense | 7,884 | 7,846 | 4,699 | 12,545 | 20,429 | 24,990 | 5,562 | 4,191 | |||||||||||||||
Income tax expense | (4,184) | (2,536) | (1,300) | (941) | (2,099) | (1,185) | (1,141) | (1,176) | (449) | (3,836) | (8,020) | 10,364 | 1,097 | (2,318) | |||||||||
Net income | 3,700 | [1] | 5,310 | [1] | 3,399 | [1] | (2,560) | [1] | 3,812 | [1] | 3,799 | [1] | (1,445) | [1] | 1,605 | [1] | 442 | [1] | 8,709 | 12,409 | 14,626 | 4,465 | 1,873 |
Dividends of Series A Convertible Preferred Stock | (1,745) | (1,684) | (1,644) | (1,581) | (1,525) | (1,184) | (1,210) | (1,215) | (210) | (3,328) | (5,073) | (6,283) | (5,910) | (3,845) | |||||||||
Deemed dividend on Series A Convertible Preferred Stock | (3,392) | (3,392) | |||||||||||||||||||||
Net income (loss) attributable to common stock and participating securities | $ 1,955 | $ 3,626 | $ 1,755 | $ (4,141) | $ 2,287 | $ 2,615 | $ (2,655) | $ 390 | $ (3,160) | $ 5,381 | $ 7,336 | $ 8,343 | $ (1,445) | $ (5,364) | |||||||||
Basic and diluted income (loss) per share | $ 0.13 | [1] | $ 0.25 | [1] | $ 0.12 | [1] | $ (0.42) | [1] | $ 0.14 | [1] | $ 0.17 | [1] | $ (0.27) | [1] | $ 0.02 | [1] | $ (0.33) | [1] | $ 0.38 | $ 0.50 | $ 0.57 | $ (0.15) | $ (0.55) |
Weighted average shares outstanding basic and diluted | 10,807,368 | 9,715,677 | 9,757,036 | 9,811,107 | 9,811,107 | 9,695,234 | 9,668,250 | 9,668,250 | 9,668,250 | 9,736,133 | 10,747,370 | 9,809,783 | 9,781,870 | 9,668,250 | |||||||||
Net Income | $ 3,700 | [1] | $ 5,310 | [1] | $ 3,399 | [1] | $ (2,560) | [1] | $ 3,812 | [1] | $ 3,799 | [1] | $ (1,445) | [1] | $ 1,605 | [1] | $ 442 | [1] | $ 8,709 | $ 12,409 | $ 14,626 | $ 4,465 | $ 1,873 |
Adjustments to reconcile net income to net cash provided by operating activities: | 13,140 | 72,555 | 119,247 | 96,441 | 34,457 | (12,706) | |||||||||||||||||
Change in fair value of warrant liabilities | (412) | 2,346 | 10,245 | 14,494 | (3,751) | (4,493) | |||||||||||||||||
Net cash provided by operating activities | 16,127 | 83,610 | 141,901 | 111,067 | 38,922 | (15,326) | |||||||||||||||||
Net cash used in investing activities | 3,158 | (765) | (7,005) | (30,324) | (19,406) | (95,876) | |||||||||||||||||
Net cash used in financing activities | (7,474) | (52,253) | (84,700) | (48,689) | (14,661) | 127,134 | |||||||||||||||||
Net change in cash and cash equivalents | 11,811 | 30,592 | 50,196 | 32,054 | 4,855 | 15,932 | |||||||||||||||||
Cash - Beginning | 31,458 | 26,603 | 10,671 | 31,458 | 31,458 | 31,458 | 26,603 | 10,671 | |||||||||||||||
Cash - Ending | 63,512 | 31,458 | 26,603 | ||||||||||||||||||||
As Previously Reported [Member] | |||||||||||||||||||||||
Total Assets | 397,905 | 414,722 | 428,130 | 414,722 | 397,905 | 443,998 | 406,636 | ||||||||||||||||
Total current liabilities | 137,808 | 149,211 | 181,526 | 149,211 | 137,808 | 174,177 | 174,733 | ||||||||||||||||
Financing liability, non-current portion, net of debt discount | 71,095 | 71,403 | 68,158 | 71,403 | 71,095 | 78,634 | 63,557 | ||||||||||||||||
Long term debt, non-current portion, net of debt discount | 10,512 | 15,679 | 7,746 | 15,679 | 10,512 | 8,445 | 15,573 | ||||||||||||||||
Operating lease liability, non-current portion | 12,841 | 13,616 | 14,405 | 13,616 | 12,841 | 12,056 | |||||||||||||||||
Deferred tax liability | 16,451 | 16,450 | 16,450 | 16,450 | 16,451 | 15,091 | 16,450 | ||||||||||||||||
Warrant liabilities | |||||||||||||||||||||||
Total liabilities | 248,707 | 266,359 | 288,285 | 266,359 | 248,707 | 288,403 | 270,313 | ||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||
Series A Convertible Preferred Stock , Value | 54,983 | 64,221 | 62,537 | 64,221 | 54,983 | 54,983 | 60,893 | ||||||||||||||||
Preferred Stock, Value | |||||||||||||||||||||||
Common stock,Value | |||||||||||||||||||||||
Additional paid-in capital | 78,931 | 78,712 | 78,222 | 78,712 | 78,931 | 80,072 | 79,186 | ||||||||||||||||
Treasury Stock, Value | (499) | (499) | (459) | (499) | (499) | (499) | (314) | ||||||||||||||||
Retained earnings | 15,783 | 5,929 | (455) | 5,929 | 15,783 | 21,039 | (3,442) | ||||||||||||||||
Total stockholders' equity | 94,215 | 84,142 | 77,308 | 84,142 | 94,215 | 100,612 | 75,430 | ||||||||||||||||
Total liabilities and stockholders' equity | 397,905 | 414,722 | 428,130 | 414,722 | 397,905 | 443,998 | 406,636 | ||||||||||||||||
Income from Operations | 17,532 | 12,628 | 6,784 | 19,412 | 36,944 | 47,538 | 12,128 | 7,698 | |||||||||||||||
Loss on sale of property and equipment | (6) | (2) | (8) | (8) | (7) | 11 | 1 | ||||||||||||||||
Interest expense | (1,749) | (2,018) | (2,495) | (4,513) | (6,262) | (8,047) | (10,328) | (8,001) | |||||||||||||||
Change in fair value of warrant liabilities | |||||||||||||||||||||||
Total other expense | (1,749) | (2,024) | (2,497) | (4,521) | (6,270) | (8,054) | (10,317) | (8,000) | |||||||||||||||
Income before income tax expense | 15,783 | 10,604 | 4,287 | 14,891 | 30,674 | 39,484 | 1,811 | (302) | |||||||||||||||
Income tax expense | (4,184) | (2,536) | (1,300) | (3,836) | (8,020) | (10,364) | (1,097) | (2,318) | |||||||||||||||
Net income | 11,599 | 8,068 | 2,987 | 11,055 | 22,654 | 29,120 | 714 | (2,620) | |||||||||||||||
Dividends of Series A Convertible Preferred Stock | (1,745) | (1,684) | (1,644) | (3,328) | (5,073) | (6,283) | (5,910) | (3,845) | |||||||||||||||
Deemed dividend on Series A Convertible Preferred Stock | (3,392) | ||||||||||||||||||||||
Net income (loss) attributable to common stock and participating securities | $ 9,854 | $ 6,384 | $ 1,343 | $ 7,727 | $ 17,581 | $ 22,837 | $ (5,196) | $ (9,857) | |||||||||||||||
Basic and diluted income (loss) per share | $ 0.55 | $ 0.39 | $ 0.08 | $ 0.48 | $ 1 | $ 1.56 | $ (0.53) | $ (1.02) | |||||||||||||||
Weighted average shares outstanding basic and diluted | 10,807,368 | 9,715,677 | 9,757,036 | 9,736,133 | 10,747,370 | 9,809,783 | 9,781,870 | 9,668,250 | |||||||||||||||
Net Income | $ 11,599 | $ 8,068 | $ 2,987 | $ 11,055 | $ 22,654 | $ 29,120 | $ 714 | $ (2,620) | |||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | 13,140 | 72,555 | 119,247 | 81,947 | 38,208 | (12,706) | |||||||||||||||||
Change in fair value of warrant liabilities | |||||||||||||||||||||||
Net cash provided by operating activities | 16,127 | 83,610 | 141,901 | 111,067 | 38,922 | (15,326) | |||||||||||||||||
Net cash used in investing activities | 3,158 | (765) | (7,005) | (30,324) | (19,406) | (95,876) | |||||||||||||||||
Net cash used in financing activities | (7,474) | (52,253) | (84,700) | (48,689) | (14,661) | 127,134 | |||||||||||||||||
Net change in cash and cash equivalents | 11,811 | 30,592 | 50,196 | 32,054 | 4,855 | 15,932 | |||||||||||||||||
Cash - Beginning | 31,458 | 26,603 | 10,671 | 31,458 | 31,458 | 31,458 | 26,603 | 10,671 | |||||||||||||||
Cash - Ending | 63,512 | 31,458 | 26,603 | ||||||||||||||||||||
Restatement Adjustments [Member] | |||||||||||||||||||||||
Total Assets | |||||||||||||||||||||||
Total current liabilities | |||||||||||||||||||||||
Financing liability, non-current portion, net of debt discount | |||||||||||||||||||||||
Long term debt, non-current portion, net of debt discount | |||||||||||||||||||||||
Operating lease liability, non-current portion | |||||||||||||||||||||||
Deferred tax liability | |||||||||||||||||||||||
Warrant liabilities | 10,992 | 3,093 | 335 | 3,093 | 10,992 | 15,096 | 747 | ||||||||||||||||
Total liabilities | 10,992 | 3,093 | 335 | 3,093 | 10,992 | 15,096 | 747 | ||||||||||||||||
Commitments and Contingencies | |||||||||||||||||||||||
Series A Convertible Preferred Stock , Value | |||||||||||||||||||||||
Preferred Stock, Value | |||||||||||||||||||||||
Common stock,Value | |||||||||||||||||||||||
Additional paid-in capital | (8,991) | (8,991) | (8,991) | (8,991) | (8,991) | (8,846) | (8,991) | ||||||||||||||||
Treasury Stock, Value | |||||||||||||||||||||||
Retained earnings | (2,001) | 5,898 | 8,656 | 5,898 | (2,001) | (6,250) | 8,244 | ||||||||||||||||
Total stockholders' equity | (10,992) | (3,093) | (335) | (3,093) | (10,992) | (15,096) | (747) | ||||||||||||||||
Total liabilities and stockholders' equity | |||||||||||||||||||||||
Income from Operations | |||||||||||||||||||||||
Loss on sale of property and equipment | |||||||||||||||||||||||
Interest expense | |||||||||||||||||||||||
Change in fair value of warrant liabilities | 412 | (2,346) | (10,245) | (14,494) | 3,751 | 4,493 | |||||||||||||||||
Total other expense | (7,899) | (2,758) | 412 | (2,346) | (10,245) | (14,494) | 3,751 | 4,493 | |||||||||||||||
Income before income tax expense | (7,899) | (2,758) | 412 | (2,346) | (10,245) | (14,494) | 3,751 | 4,493 | |||||||||||||||
Income tax expense | |||||||||||||||||||||||
Net income | (7,899) | (2,758) | 412 | $ (74) | $ 1,954 | $ 1,955 | $ 1,284 | $ (237) | $ (249) | (2,346) | (10,245) | (14,494) | 3,751 | 4,493 | |||||||||
Dividends of Series A Convertible Preferred Stock | |||||||||||||||||||||||
Net income (loss) attributable to common stock and participating securities | $ (7,899) | $ (2,758) | $ 412 | $ (2,346) | $ (10,245) | $ (14,494) | $ 3,751 | $ 4,493 | |||||||||||||||
Basic and diluted income (loss) per share | $ (0.42) | $ (0.14) | $ 0.04 | $ (0.01) | $ 0.12 | $ 0.13 | $ 0.14 | $ (0.02) | $ (0.03) | $ (0.1) | $ (0.50) | $ (0.99) | $ 0.38 | $ 0.47 | |||||||||
Weighted average shares outstanding basic and diluted | 10,807,368 | 9,715,677 | 9,757,036 | 9,736,133 | 10,747,370 | 9,809,783 | 9,781,870 | 9,668,250 | |||||||||||||||
Net Income | $ (7,899) | $ (2,758) | $ 412 | $ (74) | $ 1,954 | $ 1,955 | $ 1,284 | $ (237) | $ (249) | $ (2,346) | $ (10,245) | $ (14,494) | $ 3,751 | $ 4,493 | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||||
Change in fair value of warrant liabilities | (412) | 2,346 | 10,245 | 14,494 | (3,751) | (4,493) | |||||||||||||||||
Net cash provided by operating activities | |||||||||||||||||||||||
Net cash used in investing activities | |||||||||||||||||||||||
Net cash used in financing activities | |||||||||||||||||||||||
Net change in cash and cash equivalents | |||||||||||||||||||||||
Cash - Beginning | |||||||||||||||||||||||
Cash - Ending | |||||||||||||||||||||||
[1] | Due to the impact of the restatement described in Note 2, amounts presented herein do not agree to amounts included within previously filed Form 10-Q's. For the quarters ended March 31, June 30, and September 30, 2020: Net income has been adjusted by $412, ($2,758), and ($7,899), respectively; loss per share - basic and diluted has been adjusted by $0.04, ($0.14), and ($0.42), respectively. For the quarters ended March 31, June 30 and September 30, 2019: Net income has been adjusted by $1,955, $1,954 and ($74), respectively; loss per share - basic and diluted has been adjusted by $0.13, $0.12, and ($0.01), respectively. For the quarters ended March 31, June 30 and September 20, 2018: Net income has been adjusted by ($249), ($237), and $1,284, respectively; loss per share - basic and diluted has been adjusted by ($0.03), ($0.02), and $0.14, respectively. |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Originally Reported, Adjustments, and Restated Amounts (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
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 | $ 60,000 | $ 65,910 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 9,656,041 | 9,593,150 | 8,548,524 | 8,506,666 | 8,506,666 |
Common stock, shares outstanding | 9,514,742 | 9,451,851 | 8,407,225 | 8,506,666 | 8,428,666 |
Treasury stock, shares | 141,299 | 141,299 | 141,299 | 122,729 | 78,000 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 817,110 | $ 644,912 |
New Vehicle Revenue [Member] | ||
Revenue | 479,611 | 353,228 |
Preowned Vehicle Revenue [Member] | ||
Revenue | 250,261 | 213,830 |
Parts, Accessories, and Related Services [Member] | ||
Revenue | 38,630 | 35,607 |
Finance and Insurance Revenue [Member] | ||
Revenue | 45,123 | 36,698 |
Campground, Rental, and Other Revenue [Member] | ||
Revenue | $ 3,485 | $ 5,549 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Revenue Recognized of Finance and Insurance Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Gross finance and insurance revenues | $ 50,341 | $ 41,169 |
Additions to charge-back allowance | (6,217) | (4,471) |
Net Finance Revenue | $ 44,124 | $ 36,698 |
Significant Accounting Polici_9
Significant Accounting Policies - Summary of Net Income (Loss) Attribute to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||||||||||||||
Distributed earning allocated to common stock | ||||||||||||||
Undistributed earnings allocated to common stock | 5,579 | (1,445) | ||||||||||||
Net earnings allocated to common stock | 5,579 | (1,445) | ||||||||||||
Net earnings allocated to participating securities | 2,764 | |||||||||||||
Net earnings allocated to common stock and participating securities | $ 1,955 | $ 3,626 | $ 1,755 | $ (4,141) | $ 2,287 | $ 2,615 | $ (2,655) | $ 390 | $ (3,160) | $ 5,381 | $ 7,336 | $ 8,343 | $ (1,445) | $ (5,364) |
Weighted average shares outstanding for basic earning per common share | 9,809,783 | 9,781,870 | ||||||||||||
Dilutive effect of warrants and options | ||||||||||||||
Weighted average shares outstanding for diluted earning per share computation | 10,807,368 | 9,715,677 | 9,757,036 | 9,811,107 | 9,811,107 | 9,695,234 | 9,668,250 | 9,668,250 | 9,668,250 | 9,736,133 | 10,747,370 | 9,809,783 | 9,781,870 | 9,668,250 |
Basic income per common share | $ 0.57 | $ (0.15) | ||||||||||||
Diluted income per common share | $ 0.57 | $ (0.15) |
Significant Accounting Polic_10
Significant Accounting Policies - Schedule of Denominator of Basic Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Weighted average outstanding common shares | 9,509,426 | 8,442,371 |
Weighted average prefunded warrants | 300,357 | 1,339,499 |
Weighted shares outstanding - basic | 9,809,783 | 9,781,870 |
Significant Accounting Polic_11
Significant Accounting Policies - Schedule of Denominator of Dilutive Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Weighted average outstanding common shares | 9,509,426 | 8,442,371 |
Weighted average prefunded warrants | 300,357 | 1,339,499 |
Weighted average warrants | 1,068,198 | |
Weighted average options | 1,128,295 | |
Weighted average convertible preferred stock | 6,082,981 | |
Weighted shares outstanding - diluted | 18,089,257 | 9,781,870 |
Significant Accounting Polic_12
Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share equivalents excluded from EPS | 54,721 | 14,488,309 |
Series A Convertible Preferred Stock [Member] | ||
Share equivalents excluded from EPS | 5,962,733 | |
Warrants [Member] | ||
Share equivalents excluded from EPS | 4,677,458 | |
Stock Options [Member] | ||
Share equivalents excluded from EPS | 3,798,818 | |
Employee Stock Purchase Plan [Member] | ||
Share equivalents excluded from EPS | 54,721 | 49,300 |
Significant Accounting Polic_13
Significant Accounting Policies - Schedule of Geographic Concentration Risk Percentage (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Florida [Member] | ||
Statement Line Items [Line Items] | ||
Concentration risk percentage | 63.00% | 68.00% |
Colorado [Member] | ||
Statement Line Items [Line Items] | ||
Concentration risk percentage | 14.00% | 14.00% |
Arizona [Member] | ||
Statement Line Items [Line Items] | ||
Concentration risk percentage | 10.00% | 10.00% |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) $ in Thousands | Dec. 01, 2020 | Aug. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Total goodwill, deductible for tax purposes | $ 20,735 | |||
2020 Acquisitions [Member] | ||||
Revenue related to acquisitions | 39,514 | |||
Net loss prior to income taxes related to acquisitions | $ 2,389 | |||
2019 Acquisitions [Member] | ||||
Revenue related to acquisitions | $ 91,200 | |||
Net loss prior to income taxes related to acquisitions | $ 3,900 | |||
Asset Purchase Agreement [Member] | Alliance Coach Inc. [Member] | ||||
Debt instrument, maturity date | Aug. 1, 2021 | |||
Payments of principal and interest | $ 134 | |||
Debt instrument, interest rate | 5.00% | |||
Asset Purchase Agreement [Member] | Camp-Land, Inc. [Member] | ||||
Debt instrument, maturity date | Jan. 5, 2025 | |||
Payments of principal and interest | $ 435 | |||
Debt instrument, interest rate | 3.25% |
Business Combinations - Schedul
Business Combinations - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventories | $ 18,932 | $ 12,171 |
Accounts receivable and prepaid expenses | 1,167 | 53 |
Property and equipment | 5,417 | 77 |
Intangible assets | 8,480 | 2,630 |
Total assets acquired | 33,996 | 14,931 |
Accounts payable, accrued expenses and other current liabilities | 1,004 | 243 |
Floor plan notes payable | 20,855 | 11,434 |
Total liabilities assumed | 21,859 | 11,677 |
Net assets acquired | $ 12,137 | $ 3,254 |
Business Combinations - Sched_2
Business Combinations - Schedule of Fair Value of Consideration Paid (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash consideration paid | $ (16,653) | $ (2,568) |
Acquisition of Dealership [Member] | ||
Purchase Price: | 16,653 | 2,568 |
Cash consideration paid | (107) | |
Note payable issued to former owners | 1,600 | 3,045 |
Total consideration | $ 18,253 | $ 5,506 |
Business Combinations - Sched_3
Business Combinations - Schedule of Goodwill Associated with Merger (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | $ 45,095 | $ 38,979 |
Acquisition of Dealership [Member] | ||
Total consideration | 18,253 | 5,506 |
Less net assets acquired | 12,137 | 3,254 |
Goodwill | $ 6,116 | $ 2,252 |
Business Combinations - Sched_4
Business Combinations - Schedule of Identifiable Intangible Assets Acquired (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer Lists [Member] | ||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 250 | $ 230 |
Intangible Assets, Weighted Average Amortization Period in Years | 7 years | |
Customer Lists [Member] | Minimum [Member] | ||
Intangible Assets, Weighted Average Amortization Period in Years | 8 years | |
Customer Lists [Member] | Maximum [Member] | ||
Intangible Assets, Weighted Average Amortization Period in Years | 10 years | |
Dealer Agreements [Member] | ||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 8,000 | $ 2,400 |
Intangible Assets, Weighted Average Amortization Period in Years | 7 years | |
Dealer Agreements [Member] | Minimum [Member] | ||
Intangible Assets, Weighted Average Amortization Period in Years | 8 years | |
Dealer Agreements [Member] | Maximum [Member] | ||
Intangible Assets, Weighted Average Amortization Period in Years | 10 years | |
Non-Compete Agreements [Member] | ||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 230 | |
Intangible Assets, Weighted Average Amortization Period in Years | 5 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, 2020 | Dec. 31, 2019 | |
Revenue | $ 881,122 | $ 791,408 |
Income before income taxes | 40,717 | 2,289 |
Net (loss) income | $ 30,094 | $ 1,092 |
Receivables, Net - Schedule of
Receivables, Net - Schedule of Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables, gross | $ 20,123 | $ 16,407 |
Less: Allowance for doubtful accounts | (659) | (382) |
Receivables, net | 19,464 | 16,025 |
Contracts in Transit and Vehicle Receivables [Member] | ||
Receivables, gross | 15,995 | 11,544 |
Manufacturer Receivables [Member] | ||
Receivables, gross | 2,705 | 3,539 |
Finance and Other Receivables [Member] | ||
Receivables, gross | $ 1,423 | $ 1,324 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventories, gross | $ 119,894 | $ 164,583 |
Less: excess of current cost over LIFO | (3,627) | (3,719) |
Inventories, net | 116,267 | 160,864 |
New Recreational Vehicles [Member] | ||
Inventories, gross | 92,434 | 124,096 |
Pre-owned Recreational Vehicles [Member] | ||
Inventories, gross | 22,967 | 36,639 |
Parts, Accessories and Other [Member] | ||
Inventories, gross | $ 4,493 | $ 3,848 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 123,886 | $ 97,799 |
Less: Accumulated depreciation and amortization | (17,566) | (10,923) |
Property and equipment, net | 106,320 | 86,876 |
Land [Member] | ||
Property and equipment, gross | 25,954 | 22,496 |
Building and Improvements Including Leasehold Improvements [Member] | ||
Property and equipment, gross | 74,767 | 62,206 |
Furniture and Equipment [Member] | ||
Property and equipment, gross | 8,572 | 6,747 |
Company Vehicles [Member] | ||
Property and equipment, gross | 987 | 747 |
Construction in Progress [Member] | ||
Property and equipment, gross | $ 13,606 | $ 5,603 |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 6,682 | $ 6,848 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Weighted average remaining amortization period | 8 years 7 months 6 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets and Accumulated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Net Asset Value | $ 72,757 | $ 68,854 |
Manufacturer Relationships [Member] | ||
Gross Carrying Amount | 43,800 | 35,800 |
Accumulated Amortization | 8,901 | 5,180 |
Net Asset Value | 34,899 | 30,620 |
Customer Relationships [Member] | ||
Gross Carrying Amount | 9,790 | 9,540 |
Accumulated Amortization | 2,233 | 1,406 |
Net Asset Value | 7,557 | 8,134 |
Non-Compete Agreements [Member] | ||
Gross Carrying Amount | 230 | |
Accumulated Amortization | 29 | |
Net Asset Value | 201 | |
Amortizable Intangible Assets [Member] | ||
Gross Carrying Amount | 53,820 | 45,340 |
Accumulated Amortization | 11,163 | 6,586 |
Net Asset Value | 42,657 | 38,754 |
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 | 83,920 | 75,440 |
Accumulated Amortization | 11,163 | 6,586 |
Net Asset Value | $ 72,757 | $ 68,854 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 4,580 | $ 3,965 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Estimated Future Amortization (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 5,120 |
2022 | 5,120 |
2023 | 5,120 |
2024 | 5,120 |
2025 | 5,051 |
Thereafter | 17,126 |
Finite lived intangible assets, net | $ 42,657 |
Financing Liability (Details Na
Financing Liability (Details Narrative) - USD ($) $ in Thousands | Aug. 07, 2018 | Dec. 23, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2020 |
Proceeds from sale of land, building and improvements | $ 5,350 | $ 56,000 | |||
Lease term | 20 years | 20 years | 12 months | ||
Lease renewal term | 10 years | 10 years | |||
Lease implied interest rate | 7.90% | 7.30% | |||
Financing liability residual | $ 1,780 | $ 11,000 | $ 15,220 | $ 17,800 | |
Amount drawn for improvements | $ 4,206 | ||||
Percentage of outstanding, multiplier of advance | 8.00% | ||||
Finance liability, interest paid | 4,816 | $ 4,655 | |||
Finance liability, principal payments | $ 1,118 | $ 730 | |||
Maximum [Member] | |||||
Lease renewal term | 20 years | ||||
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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||||
Financing liability | $ 80,254 | $ 64,568 | |||
Debt discount | (158) | (75) | |||
Financing liability, net of debt discount | 80,096 | 64,493 | |||
Less: current portion | 1,462 | 936 | |||
Financing liability, non-current portion | $ 78,634 | $ 71,095 | $ 71,403 | $ 68,158 | $ 63,557 |
Financing Liability - Schedul_2
Financing Liability - Schedule of Future Minimum Payments of Sale Leaseback Transactions (Details) $ in Thousands | Dec. 31, 2020USD ($) |
2021 | $ 6,872 |
2022 | 7,219 |
2023 | 7,364 |
2024 | 7,511 |
2025 | 7,662 |
Thereafter | 91,305 |
Future minimum payments due | 127,933 |
Principal [Member] | |
2021 | 1,639 |
2022 | 1,890 |
2023 | 2,168 |
2024 | 2,469 |
2025 | 2,794 |
Thereafter | 56,513 |
Future minimum payments due | 67,473 |
Interest [Member] | |
2021 | 5,233 |
2022 | 5,329 |
2023 | 5,196 |
2024 | 5,042 |
2025 | 4,868 |
Thereafter | 34,792 |
Future minimum payments due | $ 60,460 |
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, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 18,077 | $ 11,231 |
Other accrued expenses | 4,713 | 3,392 |
Customer deposits | 6,002 | 2,267 |
Accrued compensation | 4,311 | 2,388 |
Accrued charge-backs | 5,553 | 4,221 |
Accrued interest | 125 | 356 |
Total | $ 38,781 | $ 23,855 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Mar. 10, 2020 | Dec. 31, 2020 | May 19, 2020 | Dec. 31, 2019 | Aug. 07, 2018 | Dec. 23, 2015 |
Lease term | 12 months | 20 years | 20 years | |||
Lease renewal terms | 10 years | 10 years | ||||
Property and equipment | $ 106,320 | $ 86,876 | ||||
Weighted-average remaining lease term | 5 years 2 months 12 days | |||||
Weighted-average discount rate of operating leases | 5.00% | |||||
Operating lease cost | $ 3,809 | |||||
Short term leases | ||||||
LD Murfreesboro TN Landlord, LLC [Member] | ||||||
Proceeds from sale of land | $ 4,921 | |||||
Korges Enterprises, Inc [Member] | ||||||
Property and equipment | $ 4,015 | |||||
Financing liability offset amount | $ 4,015 | |||||
Maximum [Member] | ||||||
Lease renewal terms | 20 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 02, 2020 | Aug. 07, 2018 | Dec. 23, 2015 |
Leases [Abstract] | ||||
2021 | $ 3,838 | |||
2022 | 3,520 | |||
2023 | 3,317 | |||
2024 | 2,586 | |||
2025 | 1,939 | |||
Thereafter | 2,179 | |||
Total lease payments | 17,379 | |||
Less: Imputed Interest | 2,159 | |||
Present value of lease liabilities | $ 15,220 | $ 17,800 | $ 1,780 | $ 11,000 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases | $ 3,809 |
ROU assets obtained in exchange for lease liabilities: Operating leases | 756 |
ROU assets obtained in exchange for lease liabilities: Finance lease | 4,015 |
ROU assets obtained in exchange for lease liabilities | $ 4,771 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | May 04, 2020 | Apr. 30, 2020 | Apr. 28, 2020 | Mar. 06, 2020 | Mar. 15, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Repayments under long term debt with Bank of America | $ 2,303 | $ 2,900 | |||||
Proceeds from notes payable | |||||||
Paycheck Protection Program Loans [Member] | |||||||
Debt instrument maturity date | May 4, 2022 | Apr. 30, 2022 | Apr. 29, 2022 | ||||
Notes payable | $ 6,831 | ||||||
Debt instrument interest rate | 1.00% | ||||||
Proceeds from notes payable | $ 637 | $ 1,236 | |||||
M&T Facility [Member] | |||||||
Line of credit maximum borrowing capacity | $ 200,000 | ||||||
Line of credit facility, expiration date | Mar. 15, 2021 | ||||||
Outstanding balance | $ 6,008 | ||||||
Interest rate | 2.4375% | ||||||
Maximum amount of cash dividends | $ 26,903 | ||||||
M&T Facility [Member] | Third Amendment [Member] | |||||||
Line of credit maximum borrowing capacity | $ 6,136 | ||||||
Line of credit facility, expiration date | Mar. 15, 2021 | ||||||
Repayments of loan monthly installments | $ 30 | ||||||
Line of credit facility, extended expiration date | Jun. 15, 2021 | ||||||
M&T Facility [Member] | Third Amendment [Member] | LIBOR [Member] | |||||||
Percentage of leverage ratio | 2.25% | ||||||
M&T Facility [Member] | Third Amendment [Member] | Base Rate [Member] | |||||||
Percentage of leverage ratio | 1.25% | ||||||
BOA Floor Plan [Member] | |||||||
Repayments of lines of credit | $ 96,740 | ||||||
BOA Term Loan with M&T Facility [Member] | |||||||
Repayments under long term debt with Bank of America | 8,820 | ||||||
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 Credit Agreement as the highest of M&T's prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. | The $175,000 M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $45,000 may be used to finance pre-owned vehicle inventory and $4,500 may be used to finance rental units. Principal becomes due upon the sale of the related vehicle. | |||||
Maximum draw down for rental units | $ 4,500 | ||||||
Line of credit commitments percentage | 0.15% | ||||||
M&T Floor Plan Line of Credit [Member] | Vehicle [Member] | |||||||
Interest rate | 2.14675% | ||||||
Average outstanding borrowings | $ 99,200 | ||||||
Interest expense | $ 2,255 | ||||||
M&T Floor Plan Line of Credit [Member] | Pre-owned Vehicle Inventory [Member] | |||||||
Line of credit maximum borrowing capacity | $ 45,000 | ||||||
M&T Floor Plan Line of Credit [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 2.00% | ||||||
M&T Floor Plan Line of Credit [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 2.30% | ||||||
M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 1.00% | ||||||
M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 1.30% | ||||||
M&T Term Loan [Member] | |||||||
Repayments of loan monthly installments | $ 242 | ||||||
Interest rate | 2.4375% | ||||||
Term loan | $ 20,000 | ||||||
Debt instrument maturity date | Mar. 15, 2021 | ||||||
Principal balloon payment | $ 11,300 | ||||||
M&T Term Loan [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 2.25% | ||||||
M&T Term Loan [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 3.00% | ||||||
M&T Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 1.25% | ||||||
M&T Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 2.00% | ||||||
M&T Revolver [Member] | |||||||
Line of credit maximum borrowing capacity | $ 5,000 | ||||||
Letter of credit sublimit | $ 1,000 | ||||||
Outstanding letters of credit | |||||||
Line of credit, available amount | $ 5,000 | ||||||
M&T Revolver [Member] | Minimum [Member] | |||||||
Line of credit commitments percentage | 0.25% | ||||||
M&T Revolver [Member] | Maximum [Member] | |||||||
Line of credit commitments percentage | 0.50% | ||||||
M&T Revolver [Member] | LIBOR [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 2.25% | ||||||
M&T Revolver [Member] | LIBOR [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 3.00% | ||||||
M&T Revolver [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Percentage of leverage ratio | 1.25% | ||||||
M&T Revolver [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Percentage of leverage ratio | 2.00% |
Debt - Schedule of Floor Plan N
Debt - Schedule of Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt discount | $ (41) | $ (47) |
Floor plan notes payable, net of debt discount | 105,399 | 143,949 |
Floor Plan Notes Payable [Member] | ||
Floor plan notes payable, gross | 105,486 | 144,133 |
Debt discount | (87) | (184) |
Floor plan notes payable, net of debt discount | $ 105,399 | $ 143,949 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Gross Principal Amount, Total long-term debt | $ 32,647 | $ 21,613 | |||
Debt Discount, Total long-term debt | (41) | (47) | |||
Total Debt, Net of Debt Discount, Total long-term debt | 32,606 | 21,566 | |||
Gross Principal Amount, current portion | 24,161 | 5,993 | |||
Debt Discount, current portion | |||||
Total Debt, Net of Debt Discount, current portion | 24,161 | 5,993 | |||
Gross Principal Amount, Long term debt, non-current | 8,486 | 15,620 | |||
Debt Discount, Long term debt, non-current | (41) | (47) | |||
Total Debt, Net of Debt Discount, Long term debt, non-current | 8,445 | $ 10,512 | $ 15,679 | $ 7,746 | 15,573 |
Term loan and Mortgage [Member] | |||||
Gross Principal Amount, Total long-term debt | 18,758 | 14,925 | |||
Debt Discount, Total long-term debt | (41) | (47) | |||
Total Debt, Net of Debt Discount, Total long-term debt | 18,717 | 14,878 | |||
Paycheck Protection Program Loans [Member] | |||||
Gross Principal Amount, Total long-term debt | 8,704 | ||||
Debt Discount, Total long-term debt | |||||
Total Debt, Net of Debt Discount, Total long-term debt | 8,704 | ||||
Acquisition Notes Payable [Member] | |||||
Gross Principal Amount, Total long-term debt | 5,185 | 6,688 | |||
Debt Discount, Total long-term debt | |||||
Total Debt, Net of Debt Discount, Total long-term debt | $ 5,185 | $ 6,688 |
Debt - Schedule of Future Matur
Debt - Schedule of Future Maturities of Long Term Debt (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt - Schedule Of Future Maturities Of Long Term Debt | |
2021 | $ 24,161 |
2022 | 5,824 |
2023 | 1,844 |
2024 | 396 |
2025 | 422 |
Total | $ 32,647 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||||||||||
Current: Federal | $ 9,187 | $ 2,699 | ||||||||||||
Current: State | 2,536 | 664 | ||||||||||||
Current: Income tax expense | 11,723 | 3,363 | ||||||||||||
Deferred: Federal | (1,177) | (1,746) | ||||||||||||
Deferred: State | (182) | (520) | ||||||||||||
Deferred: Income tax expense | (1,359) | (2,266) | ||||||||||||
Income tax expense | $ (4,184) | $ (2,536) | $ (1,300) | $ (941) | $ (2,099) | $ (1,185) | $ (1,141) | $ (1,176) | $ (449) | $ (3,836) | $ (8,020) | $ 10,364 | $ 1,097 | $ (2,318) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes Calculated Using Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||||||||||
Income taxes at statutory rate | $ 5,248 | $ 1,168 | ||||||||||||
Income taxes at statutory rate, Percentage | 21.00% | 21.00% | ||||||||||||
Non-deductible expense | $ 40 | $ 43 | ||||||||||||
Non-deductible expense, percentage | 0.20% | 0.80% | ||||||||||||
State income taxes, net of federal tax effect | $ 1,856 | $ (75) | ||||||||||||
State income taxes, net of federal tax effect, percentage | 7.40% | (1.40%) | ||||||||||||
Transaction costs | $ (61) | |||||||||||||
Transaction costs, percentage | 0.00% | (1.10%) | ||||||||||||
Stock-based compensation and officer compensation | $ 235 | $ 824 | ||||||||||||
Stock-based compensation and officer compensation, percentage | 0.90% | 14.00% | ||||||||||||
Change in fair value of warrant liabilities | $ 3,043 | $ (788) | ||||||||||||
Change in fair value of warrant liabilities, percentage | 12.20% | (14.20%) | ||||||||||||
Other credits and changes in estimate | $ (58) | $ (14) | ||||||||||||
Other credits and changes in estimate, percentage | (0.20%) | 6.00% | ||||||||||||
Income tax expense | $ (4,184) | $ (2,536) | $ (1,300) | $ (941) | $ (2,099) | $ (1,185) | $ (1,141) | $ (1,176) | $ (449) | $ (3,836) | $ (8,020) | $ 10,364 | $ 1,097 | $ (2,318) |
Income tax expense, percentage | 41.50% | 19.70% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets: Accounts receivable | $ 167 | $ 96 |
Deferred tax assets: Accrued charge-backs | 1,412 | 1,063 |
Deferred tax assets: Other accrued liabilities | 1,530 | 166 |
Deferred tax assets: Financing liability | 15,085 | 16,247 |
Deferred tax assets: Stock based compensation | 1,009 | 894 |
Deferred tax assets: Other, net | 535 | 262 |
Deferred tax assets, Total | 19,738 | 18,728 |
Deferred tax liabilities: Prepaid expenses | (198) | (271) |
Deferred tax liabilities: Goodwill | (480) | (370) |
Deferred tax liabilities: Inventories | (5,343) | (4,702) |
Deferred tax liabilities: Property and equipment | (15,073) | (15,457) |
Deferred tax liabilities: Intangible assets | (13,735) | (14,378) |
Deferred tax liabilities, Total | (34,829) | (35,178) |
Net deferred tax (liabilities)/assets | $ (15,091) | $ (16,450) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - B. Luke Weil [Member] $ in Thousands | Dec. 18, 2019USD ($)shares |
Number of common stock shares repurchased | shares | 75,000 |
Broker fees | $ | $ 302 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Employer discretionary contribution amount | $ 847 | $ 785 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
May 31, 2018 | Dec. 31, 2020 | |
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 | |
Board Members [Member] | ||
Annual cash compensation | 50 | |
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% |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Nov. 24, 2015$ / sharesshares | |
Preferred stock conversion price per share | $ / shares | $ 9.72 | |||
Market price per share on the date of issuance | $ / shares | $ 10.29 | |||
Beneficial conversion feature on series a convertible preferred stock | $ | $ 3,392 | |||
Reduction in preferred stock | $ | 2,035 | |||
Preferred stock, dividend payment terms | The Company declared a dividend payment for all outstanding dividends through September 30, 2020 of $10,983, which was paid on October 5, 2020. In December 2020, the Company declared a dividend payment of $1,210 for outstanding dividends through December 31, 2020 which is included in dividends payable in the accompanying consolidated balance sheets. | |||
Dividend payment on preferred stock | $ | $ 10,983 | |||
Dividends payable | $ | $ 1,210 | |||
Expected Term [Member] | ||||
Fair value assumptions, measurement input, term | 5 years | |||
Volatility [Member] | ||||
Fair value assumptions, measurement input, percentages | 0.39 | |||
Risk Free 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 | $ / shares | $ 11.50 | |||
Warrant redemption price per share | $ / shares | $ 0.01 | |||
Common Stock [Member] | Exceeds Price Point [Member] | ||||
Common stock market price per share | $ / shares | $ 24 | |||
Placement Agent [Member] | ||||
Warrant term | 5 years | |||
Warrant to purchase common shares | shares | 178,882 | |||
Warrant exercise price | $ / shares | $ 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 | $ / shares | $ 25 | |||
Warrant term | 5 years | |||
Warrant to purchase common shares | shares | 596,273 | |||
Warrant exercise price | $ / shares | $ 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 | $ / shares | $ 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 | Nov. 06, 2020 | Jun. 02, 2020 | May 20, 2020 | Dec. 02, 2019 | Mar. 15, 2018 | Mar. 15, 2018 | Nov. 24, 2015 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Stock based compensation | $ 1,566 | $ 4,864 | |||||||||||
Common stock, shares outstanding | 9,514,742 | 8,428,666 | 9,451,851 | 8,407,225 | 8,506,666 | ||||||||
Number of shares issued under ESPP, value | $ 335 | $ 126 | |||||||||||
Stock based compensation related to awards with market conditions | $ 923 | 4,556 | |||||||||||
Number of shares options granted | 530,000 | ||||||||||||
Expected risk-free rate, minimum | 0.25% | ||||||||||||
Expected risk-free rate, maximum | 0.43% | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Expected annual volatility, minimum | 55.00% | ||||||||||||
Expected annual volatility, maximum | 73.00% | ||||||||||||
Stock based compensation related to awards with service conditions | $ 508 | $ 243 | |||||||||||
Compensation cost unrecognized | $ 2,214 | ||||||||||||
Weighted average service period | 2 years 7 months 24 days | ||||||||||||
Weighted average grant date fair value of awards issued | $ 4.07 | ||||||||||||
Minimum [Member] | |||||||||||||
Expected term | 3 years 6 months | ||||||||||||
Maximum [Member] | |||||||||||||
Expected term | 3 years 9 months | ||||||||||||
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 | |||||||||||
Employees [Member] | |||||||||||||
Number of shares options granted | 530,000 | 505,000 | |||||||||||
Stock options exercise price per share | $ 7.91 | ||||||||||||
Fair value of the options issued | $ 1,915 | $ 957 | |||||||||||
Expected term | 3 years 9 months | ||||||||||||
Expected risk-free rate, minimum | 1.70% | ||||||||||||
Expected risk-free rate, maximum | 2.51% | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Expected annual volatility, minimum | 52.00% | ||||||||||||
Expected annual volatility, maximum | 55.00% | ||||||||||||
Stock option exercise price description | The options have an exercise price of $7.91, $8.50 or $14.68. | ||||||||||||
Granted stock options term | 5 years | ||||||||||||
Stock options vesting term | 4 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 | ||||||||||||
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 | 42,194 | 35,058 | 42,194 | 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 | $ 3.587 | $ 10.29 | $ 10.29 | |||||||||
Issuance of shares in acquisition of Lazydays | $ 29,400 | ||||||||||||
Number of shares issued under ESPP, value | $ 335 | $ 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 | ||||||||||||
Warrants outstanding | $ 300,357 | ||||||||||||
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 | 300,357 | ||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||
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 | |||||||||||
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 | 299,557 | |||||||||||
2018 Long-Term Incentive Equity Plan [Member] | Increased Plan by Formula [Member] | |||||||||||||
Maximum percentage on options may be issued | 18.00% | ||||||||||||
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 | 41,858 | ||||||||||||
Number of shares available for issuance | 822,748 | ||||||||||||
Stock based compensation | $ 135 | $ 65 | |||||||||||
Stock Repurchase Program [Member] | |||||||||||||
Shares authorized to repurchase, value | $ 4,000 | ||||||||||||
Number of shares repurchased | 63,299 | 78,000 | |||||||||||
Number of shares repurchased, value | $ 185 | $ 314 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants Activity (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Equity [Abstract] | |
Shares Underlying Warrants, Outstanding, Beginning balance | shares | 4,677,458 |
Shares Underlying Warrants, Granted | shares | |
Shares Underlying Warrants, Cancelled or Expired | shares | |
Shares Underlying Warrants, Exercised | shares | (45,371) |
Shares Underlying Warrants, Outstanding, Ending balance | shares | 4,632,087 |
Weighted Average Exercise Price, Outstanding, 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 | 11.50 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 11.50 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Fair Values for Outstanding Warrants Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Total warrant liabilities | $ 15,096 | $ 10,992 | $ 3,093 | $ 335 | $ 747 |
PIPE Warrants [Member] | |||||
Total warrant liabilities | 13,716 | 555 | |||
Private Warrants [Member] | |||||
Total warrant liabilities | $ 1,380 | $ 192 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Shares Underlying Options, Outstanding, Beginning balance | shares | 3,798,818 |
Shares Underlying Options, Granted | shares | 530,000 |
Shares Underlying Options, Cancelled or terminated | shares | (203,809) |
Shares Underlying Options, Exercised | shares | (61,647) |
Shares Underlying Options, Outstanding, Ending balance | shares | 4,063,362 |
Shares Underlying Options, Vested, Ending balance | shares | 1,085,720 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 10.63 |
Weighted Average Exercise Price, Granted | $ / shares | 10.08 |
Weighted Average Exercise Price, Cancelled or terminated | $ / shares | (9.76) |
Weighted Average Exercise Price, Exercised | $ / shares | (10.72) |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 10.60 |
Weighted Average Exercise Price, Vested, Ending balance | $ / shares | $ 11.10 |
Weighted Average Remaining Contractual Life, Outstanding, Ending balance | 2 years 7 months 24 days |
Weighted Average Remaining Contractual Life, Vested, Ending balance | 2 years 2 months 23 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | $ 22,954 |
Aggregate Intrinsic Value, Vested, Ending balance | $ | $ 5,626 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Fair Value Assumptions of Awards (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Risk free interest rate, minimum | 0.25% |
Risk free interest rate, maximum | 0.43% |
Expected volatility, minimum | 55.00% |
Expected volatility, maximum | 73.00% |
Expected dividends | 0.00% |
Minimum [Member] | |
Expected term (years) | 3 years 6 months |
Maximum [Member] | |
Expected term (years) | 3 years 9 months |
Fair Value Measures - Schedule
Fair Value Measures - Schedule of Fair Value Adjustments Warrant Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Warrants | $ 15,096 | $ 10,992 | $ 3,093 | $ 335 | $ 747 |
Level 1 [Member] | |||||
Warrants | 13,716 | 555 | |||
Level 2 [Member] | |||||
Warrants | |||||
Level 3 [Member] | |||||
Warrants | 1,380 | 192 | |||
PIPE Warrants [Member] | |||||
Warrants | 13,716 | 555 | |||
PIPE Warrants [Member] | Level 1 [Member] | |||||
Warrants | 13,716 | 555 | |||
PIPE Warrants [Member] | Level 2 [Member] | |||||
Warrants | |||||
PIPE Warrants [Member] | Level 3 [Member] | |||||
Warrants | |||||
Private Warrants [Member] | |||||
Warrants | 1,380 | 192 | |||
Private Warrants [Member] | Level 1 [Member] | |||||
Warrants | |||||
Private Warrants [Member] | Level 2 [Member] | |||||
Warrants | |||||
Private Warrants [Member] | Level 3 [Member] | |||||
Warrants | $ 1,380 | $ 192 |
Fair Value Measures - Schedul_2
Fair Value Measures - Schedule of Fair Value Measurements (Details) | 12 Months Ended | |
Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares | |
Stock Price [Member] | ||
Fair value liabilities, measurement input, price per share | $ 16.25 | $ 4.1 |
Strike Price [Member] | ||
Fair value liabilities, measurement input, price per share | $ 11.5 | $ 11.5 |
Expected Term [Member] | ||
Fair value liabilities, measurement input, term | 2 years 2 months 12 days | 3 years 2 months 16 days |
Volatility [Member] | ||
Fair value liabilities, measurement input, percentage | 81.2 | 80.9 |
Risk Free Rate [Member] | ||
Fair value liabilities, measurement input, percentage | 0.14 | 1.61 |
Dividend Yield [Member] | ||
Fair value liabilities, measurement input, percentage | 0 | 0 |
Fair Value of Warrants[Member] | ||
Fair value liabilities, measurement input, price per share | $ 4.45 | $ 0.62 |
Fair Value Measures - Schedul_3
Fair Value Measures - Schedule of Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
PIPE Warrants [Member] | ||
Fair value beginning | $ 555 | $ 4,163 |
Exercise or conversion | (145) | |
Measurement adjustment | 13,307 | (3,608) |
Fair value ending | 13,717 | 555 |
Private Warrants [Member] | ||
Fair value beginning | 192 | 335 |
Exercise or conversion | ||
Measurement adjustment | 1,187 | (143) |
Fair value ending | $ 1,379 | $ 192 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited And Restated) - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||
Income from Operations | $ 17,532 | $ 12,628 | $ 6,784 | $ 763 | $ 6,488 | $ 6,058 | $ 849 | $ 5,241 | $ 1,825 | $ 19,412 | $ 36,944 | $ 47,538 | $ 12,128 | $ 7,698 | ||||||||||
Other income/expenses | [1] | (9,648) | (4,782) | (2,085) | (2,382) | (577) | (1,074) | (1,153) | (2,460) | (934) | ||||||||||||||
Income tax expense | (4,184) | (2,536) | (1,300) | (941) | (2,099) | (1,185) | (1,141) | (1,176) | (449) | (3,836) | (8,020) | 10,364 | 1,097 | (2,318) | ||||||||||
Net income | 3,700 | [1] | 5,310 | [1] | 3,399 | [1] | (2,560) | [1] | 3,812 | [1] | 3,799 | [1] | (1,445) | [1] | 1,605 | [1] | 442 | [1] | 8,709 | 12,409 | 14,626 | 4,465 | 1,873 | |
Dividends of Series A Convertible Preferred Stock | (1,745) | (1,684) | (1,644) | (1,581) | (1,525) | (1,184) | (1,210) | (1,215) | (210) | (3,328) | (5,073) | (6,283) | (5,910) | (3,845) | ||||||||||
Deemed dividend on Series A Convertible Preferred Stock | (3,392) | (3,392) | ||||||||||||||||||||||
Net income attributable to common stock and participating securities | $ 1,955 | $ 3,626 | $ 1,755 | $ (4,141) | $ 2,287 | $ 2,615 | $ (2,655) | $ 390 | $ (3,160) | $ 5,381 | $ 7,336 | $ 8,343 | $ (1,445) | $ (5,364) | ||||||||||
Basic and diluted income per share | $ 0.13 | [1] | $ 0.25 | [1] | $ 0.12 | [1] | $ (0.42) | [1] | $ 0.14 | [1] | $ 0.17 | [1] | $ (0.27) | [1] | $ 0.02 | [1] | $ (0.33) | [1] | $ 0.38 | $ 0.50 | $ 0.57 | $ (0.15) | $ (0.55) | |
Weighted average shares outstanding basic and diluted | 10,807,368 | 9,715,677 | 9,757,036 | 9,811,107 | 9,811,107 | 9,695,234 | 9,668,250 | 9,668,250 | 9,668,250 | 9,736,133 | 10,747,370 | 9,809,783 | 9,781,870 | 9,668,250 | ||||||||||
[1] | Due to the impact of the restatement described in Note 2, amounts presented herein do not agree to amounts included within previously filed Form 10-Q's. For the quarters ended March 31, June 30, and September 30, 2020: Net income has been adjusted by $412, ($2,758), and ($7,899), respectively; loss per share - basic and diluted has been adjusted by $0.04, ($0.14), and ($0.42), respectively. For the quarters ended March 31, June 30 and September 30, 2019: Net income has been adjusted by $1,955, $1,954 and ($74), respectively; loss per share - basic and diluted has been adjusted by $0.13, $0.12, and ($0.01), respectively. For the quarters ended March 31, June 30 and September 20, 2018: Net income has been adjusted by ($249), ($237), and $1,284, respectively; loss per share - basic and diluted has been adjusted by ($0.03), ($0.02), and $0.14, respectively. |
Quarterly Financial Data (Una_4
Quarterly Financial Data (Unaudited And Restated) - Schedule of Quarterly Financial Information (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||||||
Net income | $ 3,700 | [1] | $ 5,310 | [1] | $ 3,399 | [1] | $ (2,560) | [1] | $ 3,812 | [1] | $ 3,799 | [1] | $ (1,445) | [1] | $ 1,605 | [1] | $ 442 | [1] | $ 8,709 | $ 12,409 | $ 14,626 | $ 4,465 | $ 1,873 |
Basic and diluted income (loss) per share | $ 0.13 | [1] | $ 0.25 | [1] | $ 0.12 | [1] | $ (0.42) | [1] | $ 0.14 | [1] | $ 0.17 | [1] | $ (0.27) | [1] | $ 0.02 | [1] | $ (0.33) | [1] | $ 0.38 | $ 0.50 | $ 0.57 | $ (0.15) | $ (0.55) |
Restatement Adjustments [Member] | |||||||||||||||||||||||
Net income | $ (7,899) | $ (2,758) | $ 412 | $ (74) | $ 1,954 | $ 1,955 | $ 1,284 | $ (237) | $ (249) | $ (2,346) | $ (10,245) | $ (14,494) | $ 3,751 | $ 4,493 | |||||||||
Basic and diluted income (loss) per share | $ (0.42) | $ (0.14) | $ 0.04 | $ (0.01) | $ 0.12 | $ 0.13 | $ 0.14 | $ (0.02) | $ (0.03) | $ (0.1) | $ (0.50) | $ (0.99) | $ 0.38 | $ 0.47 | |||||||||
[1] | Due to the impact of the restatement described in Note 2, amounts presented herein do not agree to amounts included within previously filed Form 10-Q's. For the quarters ended March 31, June 30, and September 30, 2020: Net income has been adjusted by $412, ($2,758), and ($7,899), respectively; loss per share - basic and diluted has been adjusted by $0.04, ($0.14), and ($0.42), respectively. For the quarters ended March 31, June 30 and September 30, 2019: Net income has been adjusted by $1,955, $1,954 and ($74), respectively; loss per share - basic and diluted has been adjusted by $0.13, $0.12, and ($0.01), respectively. For the quarters ended March 31, June 30 and September 20, 2018: Net income has been adjusted by ($249), ($237), and $1,284, respectively; loss per share - basic and diluted has been adjusted by ($0.03), ($0.02), and $0.14, respectively. |