Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38424 | |
Entity Registrant Name | Lazydays Holdings, Inc. | |
Entity Central Index Key | 0001721741 | |
Entity Tax Identification Number | 82-4183498 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 6130 Lazy Days Blvd | |
Entity Address, City or Town | Seffner | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33584 | |
City Area Code | 813 | |
Local Phone Number | 246-4999 | |
Title of 12(b) Security | Common stock | |
Trading Symbol | LAZY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,329,745 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 104,328 | $ 63,512 |
Receivables, net of allowance for doubtful accounts of $659 at June 30, 2021 and December 31, 2020 | 38,233 | 19,464 |
Inventories | 87,256 | 116,267 |
Income tax receivable | 1,898 | |
Prepaid expenses and other | 4,115 | 2,740 |
Total current assets | 233,932 | 203,881 |
Property and equipment, net | 111,925 | 106,320 |
Operating lease assets | 14,425 | 15,472 |
Goodwill | 47,919 | 45,095 |
Intangible assets, net | 71,388 | 72,757 |
Other assets | 497 | 473 |
Total assets | 480,086 | 443,998 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 55,698 | 38,781 |
Income taxes payable | 5,084 | |
Dividends payable | 1,197 | 1,210 |
Floor plan notes payable, net of debt discount | 63,913 | 105,399 |
Financing liability, current portion | 2,098 | 1,462 |
Long-term debt, current portion | 20,957 | 24,161 |
Operating lease liability, current portion | 2,421 | 3,164 |
Total current liabilities | 151,368 | 174,177 |
Long term liabilities | ||
Financing liability, non-current portion, net of debt discount | 85,851 | 78,634 |
Long term debt, non-current portion, net of debt discount | 1,712 | 8,445 |
Operating lease liability, non-current portion | 11,947 | 12,056 |
Deferred income tax liability | 15,091 | 15,091 |
Warrant liabilities | 17,652 | 15,096 |
Total liabilities | 283,621 | 303,499 |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of June 30, 2021 and December 31, 2020; liquidation preference of $60,000 as of June 30, 2021 and December 31, 2020, respectively | 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; 10,854,477 and 9,656,041 shares issued and 10,713,178 and 9,514,742 outstanding at June 30, 2021 and December 31, 2020, respectively | ||
Additional paid-in capital | 93,039 | 71,226 |
Treasury Stock, at cost, 141,299 shares at June 30, 2021 and December 31, 2020, respectively | (499) | (499) |
Retained earnings | 48,942 | 14,789 |
Total stockholders’ equity | 141,482 | 85,516 |
Total liabilities and stockholders’ equity | $ 480,086 | $ 443,998 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 659 | $ 659 |
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 | $ 60,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,854,477 | 9,656,041 |
Common stock, shares outstanding | 10,713,178 | 9,514,742 |
Treasury stock, shares | 141,299 | 141,299 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues | ||||
New and pre-owned vehicles | $ 290,213 | $ 191,505 | $ 535,094 | $ 358,693 |
Other | 32,578 | 22,456 | 58,690 | 46,122 |
Total revenues | 322,791 | 213,961 | 593,784 | 404,815 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||||
New and pre-owned vehicles (including adjustments to the LIFO reserve of $177, ($240), $2,064 and ($49), respectively) | 229,575 | 164,377 | 430,794 | 307,779 |
Other | 7,002 | 5,631 | 12,658 | 11,610 |
Total cost applicable to revenue | 236,577 | 170,008 | 443,452 | 319,389 |
Transaction costs | 475 | 45 | 850 | 301 |
Depreciation and amortization | 3,334 | 2,671 | 6,559 | 5,308 |
Stock-based compensation | 311 | 340 | 683 | 1,020 |
Selling, general, and administrative expenses | 44,792 | 28,275 | 82,515 | 59,393 |
Income from operations | 37,302 | 12,622 | 59,725 | 19,404 |
Other income/expenses | ||||
PPP loan forgiveness | 6,148 | 6,626 | ||
Interest expense | (1,861) | (2,018) | (3,727) | (4,513) |
Change in fair value of warrant liabilities | (6,784) | (2,758) | (13,252) | (2,346) |
Inducement Loss on Warrant Conversion | (246) | |||
Total other expense | (2,497) | (4,776) | (10,599) | (6,859) |
Income before income tax expense | 34,805 | 7,846 | 49,126 | 12,545 |
Income tax expense | (9,496) | (2,536) | (14,973) | (3,836) |
Net income | 25,309 | 5,310 | 34,153 | 8,709 |
Dividends on Series A Convertible Preferred Stock | (1,197) | (1,684) | (2,381) | (3,328) |
Net income attributable to common stock and participating securities | $ 24,112 | $ 3,626 | $ 31,772 | $ 5,381 |
EPS: | ||||
Basic | $ 1.69 | $ 0.25 | $ 2.23 | $ 0.38 |
Diluted | $ 1.21 | $ 0.25 | $ 1.63 | $ 0.38 |
Weighted average shares outstanding: | ||||
Basic | 10,977,852 | 9,715,677 | 10,937,417 | 9,736,133 |
Diluted | 20,915,421 | 9,715,677 | 20,992,651 | 9,736,133 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Adjustments to LIFO reserve | $ 177 | $ (240) | $ 2,064 | $ (49) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ (314) | $ 70,195 | $ 4,802 | $ 74,683 | |
Beginning balance, shares at Dec. 31, 2019 | 8,506,666 | 78,000 | |||
Stock-based compensation | 680 | 680 | |||
Dividends on Series A preferred stock | (1,644) | (1,644) | |||
Repurchase of Treasury Stock | $ (145) | (145) | |||
Repurchase of Treasury Stock, shares | 44,729 | ||||
Net income | 3,399 | 3,399 | |||
Ending balance, value at Mar. 31, 2020 | $ (459) | 69,231 | 8,201 | 76,973 | |
Ending balance, shares at Mar. 31, 2020 | 8,506,666 | 122,729 | |||
Beginning balance, value at Dec. 31, 2019 | $ (314) | 70,195 | 4,802 | 74,683 | |
Beginning balance, shares at Dec. 31, 2019 | 8,506,666 | 78,000 | |||
Net income | 8,709 | ||||
Ending balance, value at Jun. 30, 2020 | $ (499) | 69,721 | 11,827 | 81,049 | |
Ending balance, shares at Jun. 30, 2020 | 8,548,524 | 141,299 | |||
Beginning balance, value at Mar. 31, 2020 | $ (459) | 69,231 | 8,201 | 76,973 | |
Beginning balance, shares at Mar. 31, 2020 | 8,506,666 | 122,729 | |||
Stock-based compensation | 340 | 340 | |||
Shares issued pursuant to the Employee Stock Purchase Plan | 150 | 150 | |||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 41,858 | ||||
Dividends on Series A preferred stock | (1,684) | (1,684) | |||
Repurchase of Treasury Stock | $ (40) | (40) | |||
Repurchase of Treasury Stock, shares | 18,570 | ||||
Net income | 5,310 | 5,310 | |||
Ending balance, value at Jun. 30, 2020 | $ (499) | 69,721 | 11,827 | 81,049 | |
Ending balance, shares at Jun. 30, 2020 | 8,548,524 | 141,299 | |||
Beginning balance, value at Dec. 31, 2020 | $ (499) | 71,226 | 14,789 | 85,516 | |
Beginning balance, shares at Dec. 31, 2020 | 9,656,041 | 141,299 | |||
Stock-based compensation | 372 | 372 | |||
Conversion of warrants and options | 21,687 | 21,687 | |||
Conversion of warrants and options, shares | 1,049,915 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | |||||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 51,437 | ||||
Dividends on Series A preferred stock | (1,184) | (1,184) | |||
Net income | 8,844 | 8,844 | |||
Ending balance, value at Mar. 31, 2021 | $ (499) | 92,101 | 23,633 | 115,235 | |
Ending balance, shares at Mar. 31, 2021 | 10,757,393 | 141,299 | |||
Beginning balance, value at Dec. 31, 2020 | $ (499) | 71,226 | 14,789 | 85,516 | |
Beginning balance, shares at Dec. 31, 2020 | 9,656,041 | 141,299 | |||
Net income | 34,153 | ||||
Ending balance, value at Jun. 30, 2021 | $ (499) | 93,039 | 48,942 | 141,482 | |
Ending balance, shares at Jun. 30, 2021 | 10,854,477 | 141,299 | |||
Beginning balance, value at Mar. 31, 2021 | $ (499) | 92,101 | 23,633 | 115,235 | |
Beginning balance, shares at Mar. 31, 2021 | 10,757,393 | 141,299 | |||
Stock-based compensation | 311 | 311 | |||
Conversion of warrants and options | 1,497 | 1,497 | |||
Conversion of warrants and options, shares | 97,084 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | 327 | 327 | |||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | |||||
Dividends on Series A preferred stock | (1,197) | (1,197) | |||
Net income | 25,309 | 25,309 | |||
Ending balance, value at Jun. 30, 2021 | $ (499) | $ 93,039 | $ 48,942 | $ 141,482 | |
Ending balance, shares at Jun. 30, 2021 | 10,854,477 | 141,299 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows From Operating Activities | ||
Net income | $ 34,153 | $ 8,709 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock based compensation | 683 | 1,020 |
Bad debt expense | 6 | 149 |
Depreciation and amortization of property and equipment | 3,969 | 3,213 |
Amortization of intangible assets | 2,590 | 2,095 |
Amortization of debt discount | 94 | 85 |
Non-cash lease expense | 22 | 107 |
(Gain) loss on sale of property and equipment | (3) | 8 |
PPP loan forgiveness | (6,626) | |
Change in fair value of warrant liabilities | 13,252 | 2,346 |
Inducement Loss on Warrant Conversion | 246 | |
Changes in operating assets and liabilities: | ||
Receivables | (18,663) | (14,040) |
Inventories | 32,223 | 71,326 |
Prepaid expenses and other | (1,376) | (167) |
Income tax receivable/payable | 6,982 | 3,770 |
Other assets | (4) | (95) |
Accounts payable, accrued expenses and other current liabilities | 16,119 | 6,978 |
Operating lease liability | (1,893) | |
Total Adjustments | 49,514 | 74,901 |
Net Cash Provided By Operating Activities | 83,667 | 83,610 |
Cash Flows From Investing Activities | ||
Cash paid for acquisitions | (4,302) | (2,749) |
Proceeds from sales of property and equipment | 3 | 4,963 |
Purchases of property and equipment | (8,992) | (2,979) |
Net Cash Used In Investing Activities | (13,291) | (765) |
Cash Flows From Financing Activities | ||
Net repayments under M&T bank floor plan | (43,937) | (63,057) |
Borrowings under Houston mortgage with M&T bank | 13,710 | |
Repayment of long term debt with M&T bank | (1,680) | (725) |
Proceeds from financing liability | 8,672 | |
Repayments of financing liability | (822) | (480) |
Payment of dividends on Series A preferred stock | (2,394) | |
Repurchase of Treasury Stock | (185) | |
Proceeds from shares issued pursuant to the Employee Stock Purchase Plan | 150 | |
Proceeds from exercise of warrants | 11,582 | |
Proceeds from exercise of stock options | 659 | |
Repayments of acquisition notes payable | (1,612) | (1,536) |
Loan issuance costs | (28) | (131) |
Net Cash Used In Financing Activities | (29,560) | (52,253) |
Net Increase In Cash | 40,816 | 30,592 |
Cash - Beginning | 63,512 | 31,458 |
Cash - Ending | 104,328 | 62,050 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 1,883 | 4,710 |
Cash paid during the period for income taxes net of refunds received | 7,990 | 66 |
Non-Cash Investing and Financing Activities | ||
Accrued dividends on Series A Preferred Stock | 1,197 | 3,328 |
Operating lease assets - ASC 842 adoption | (17,781) | |
Operating lease liabilities - ASC 842 adoption | 17,845 | |
Operating lease assets | (656) | (655) |
Operating lease liabilities | 656 | 655 |
Net assets acquired in acquisitions | $ 2,161 | $ 2,749 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Lazydays Holdings, Inc. (the “Company” or “Holdings”), a Delaware corporation, 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 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) a 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) a 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 twelve locations including two in the state of Florida, two in the state of Colorado, two in the state of Arizona, three 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. Through its subsidiaries, Lazydays RV sells and services new and pre-owned RVs, and related parts and accessories. The Company also arranges financing and extended service contracts for vehicle sales through third-party financing sources and extended warranty providers. It also offers to its customers such ancillary services as overnight campground and restaurant facilities. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with Lazydays Holdings, Inc.’s consolidated financial statements and notes as of December 31, 2020 and 2019 included in the Annual Report on Form 10-K/A filed with the SEC on June 25, 2021. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Principles of Consolidation The condensed consolidated financial statements 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, LDRV of Tennessee LLC, Lazydays of Minneapolis LLC, Lazydays of Central Florida, LLC, Lone Star Acquisition LLC, Lone Star Diversified LLC, LDRV Acquisition Group 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”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Restatement of Previously Reported Financial Statements The notes included herein should be read in conjunction with the Company’s restated audited consolidated financial statements included in the 2020 Form 10-K/A. As previously disclosed in the 2020 Form 10-K/A, the Company restated its previously issued consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 to make the necessary accounting adjustments related to warrant accounting. The Company has restated herein its condensed consolidated financial statements for the three and six months ended June 30, 2020 and related amounts within the accompanying footnotes to the condensed consolidated financial statements. Restated net income for the three months ended June 30, 2020 is $ 5.3 2.8 8.1 8.7 2.4 11.1 The tables below set forth the unaudited condensed consolidated balance sheet as of June 30, 2020 originally reported, adjustments and the restated balances, and the condensed consolidated statement of income for the three and six months ended June 30, 2020 originally reported, adjustments, and the restated balances and the condensed consolidated statement of cash flow amounts for the six months ended June 30, 2020 originally reported, adjustments, and the restated balances. SCHEDULE OF ORIGINALLY REPORTED, ADJUSTMENTS, AND RESTATED BALANCES Previous Adjustment Restated June 30, 2020 (unaudited) As Previously Reported Restatement Adjustments 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 60,000 64,221 - 64,221 Stockholders’ Equity Preferred Stock, $ 0.0001 5,000,000 - - - Common stock, $ 0.0001 100,000,000 8,548,524 8,407,225 - - - Additional paid-in capital 78,712 (8,991 ) 69,721 Treasury Stock, at cost, 141,299 (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 As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments As Restated Three months ended June 30, 2020 (Unaudited) Six months ended June 30, 2020 (Unaudited) As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments 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 As Previously Reported Restatement As Restated 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 Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, allowance for doubtful accounts and stock-based compensation and fair value of warrant liabilities. Revenue Recognition The core principle of revenue recognition is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies a five-step model for revenue measurement and recognition. Revenues are recognized when control of the promised goods or services is transferred to the customers at the expected amount the Company is entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the condensed consolidated statements of income. The following table represents the Company’s disaggregation of revenue: SCHEDULE OF DISAGGREGATION OF REVENUE Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 New vehicle revenue $ 201,560 $ 129,398 $ 368,971 $ 231,842 Preowned vehicle revenue 88,653 62,107 166,123 126,851 Parts, accessories, and related services 12,077 9,165 22,338 19,930 Finance and insurance revenue 19,738 12,763 34,346 24,035 Campground and other revenue 763 528 2,006 2,157 Total $ 322,791 $ 213,961 $ 593,784 $ 404,815 Revenue from the sale of vehicles 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 condensed consolidated statements of income. The Company receives commissions from the sale of insurance and vehicle service contracts to customers. In addition, the Company arranges financing for customers through various financial institutions and receives commissions. The Company may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of some contracts by its 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 charge-backs 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 additions to the charge-back allowance, which is included in other revenue as follows (unaudited): SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Gross finance and insurance revenues $ 21,866 $ 13,917 $ 37,921 $ 26,500 Additions to charge-back allowance (2,128 ) (1,154 ) (3,575 ) (2,465 ) Net Finance Revenue $ 19,738 $ 12,763 $ 34,346 $ 24,035 The Company has an accrual for charge-backs, which totaled $ 7,028 5,553 Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction. These contract liabilities are included in Note 5 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the six months ended June 30, 2021, $ 4,361 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 pre-owned vehicles at the time of the trade-in. Other inventory includes parts and accessories as well as retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $ 5,691 3,627 Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 10 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock until a dividend is declared by the Company’s board of directors (the “Board”). 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 income 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 expenses or benefits in the condensed consolidated statements of income. Earnings Per Share The Company computes basic and diluted earnings/(loss) per share (“EPS”) by dividing net earnings/(loss) by the weighted average number of shares of common stock outstanding during the period. The Company is required, in periods in which it has net income, to calculate EPS using the two-class method. The two-class method is required because the Company’s Series A Preferred Stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock. Under the two-class method, earnings for the period are allocated on a pro-rata basis to the common and preferred stockholders. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net income attributable to common stockholders used in the calculation of basic and diluted income (loss) per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (Dollars in thousands - except share and per share amounts) (Restated) (Restated) Distributed earning allocated to common stock $ - $ - $ - $ - Undistributed earnings allocated to common stock 18,506 2,473 24,345 3,741 Net earnings allocated to common stock 18,506 2,473 24,345 3,741 Net earnings allocated to participating securities 5,606 1,153 7,427 1,640 Net earnings allocated to common stock and participating securities $ 24,112 $ 3,626 $ 31,772 $ 5,381 Weighted average shares outstanding for basic earning per common share 10,677,495 8,376,178 10,637,060 8,396,634 Dilutive effect of warrants and options 300,357 1,339,499 300,357 1,339,499 Weighted average shares outstanding for diluted earnings per share computation 10,977,852 9,715,677 10,937,417 9,736,133 Basic income per common share $ 1.69 $ 0.25 $ 2.23 $ 0.38 Diluted income per common share $ 1.21 $ 0.25 $ 1.63 $ 0.38 During the three and six months ended June 30, 2021 and 2020, respectively, the denominator of the basic EPS was calculated as follow: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Three months ended Six months ended June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Weighted average outstanding common shares 10,677,495 8,376,178 10,637,060 8,396,634 Weighted average prefunded warrants 300,357 1,339,499 300,357 1,339,499 Weighted shares outstanding - basic $ 10,977,852 $ 9,715,677 $ 10,937,417 $ 9,736,133 During the three and six months ended June 30, 2021 and 2020, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Three months ended Six months ended June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Weighted average outstanding common shares 10,677,495 8,376,178 10,637,060 8,396,634 Weighted average prefunded warrants 300,357 1,339,499 300,357 1,339,499 Weighted average warrants 1,730,719 - 1,730,719 - Weighted average options 2,125,161 - 2,125,161 - Weighted average convertible preferred stock 6,081,689 6,147,975 6,199,354 6,293,466 Weighted shares outstanding - basic and diluted 20,915,421 15,863,652 20,992,651 16,029,599 The following common stock equivalent shares were excluded from the computation of the diluted income per share, since their inclusion would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three months ended Six months ended June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Shares underlying Series A Convertible Preferred Stock - - - - Shares underlying warrants - 4,677,458 - 4,677,458 Stock options - 3,993,759 - 3,993,759 Share equivalents excluded from EPS - 8,671,217 - 8,671,217 As of June 30, 2021, the Company had declared dividends of $ 1,197 5,962,733 Prior Period Financial Statement Correction of an Immaterial Misstatement During the fourth quarter of 2020, the Company identified adjustments required to correct earnings per share for the first three quarters of 2020. The errors discovered resulted in an understatement in earning per share of $ 0.06 0.07 Based on an analysis of “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously issued condensed consolidated financial statements, and as such, no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. Such correction may be made the next time the registrant files the prior period financial statements. Accordingly, the misstatements are being corrected prospectively in this Form 10-Q for the quarter ended June 30, 2021. Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled approximately $ 5,201 2,862 9,613 7,221 Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim condensed consolidated financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. Seasonality The Company’s operations generally experience modestly higher volumes of vehicle sales in the first half of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at the Company’s Florida and Arizona locations. In addition, the northern locations in Colorado, Tennessee, Minnesota and Indiana generally experience moderately higher vehicle sales during the spring months. Vendor Concentrations The Company purchases its new RVs and replacement parts from various manufacturers. During the three months ended June 30, 2021, three major manufacturers accounted for 40.9% 28.4% 25.6% 44.4% 28.4% 22.4% During the three months ended June 30, 2020, four major manufacturers accounted for 35.0% 22.5% 21.5% 16.9% 31.5% 21.2% 20.2% 19.0% 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’s terms. Geographic Concentrations The percent of revenues generated by the Florida locations, Colorado locations, Arizona locations and Tennessee locations, which generate greater than 10% of revenues, were as follows (unaudited): SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Florida 46 % 61 % 51 % 68 % Colorado 13 % 17 % 12 % 14 % Arizona 13 % <10 % 12 % <10 % Tennessee 16 % <10 % 14 % <10 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic and weather. Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) 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 COVID-19 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 COVID-19 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 7 - 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 $ 8,704 6,626 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 can provide no assurances that such growth in sales will continue at the same rate that occurred between May 2020 and June 2021, or at all, over any time period, and sales may ultimately decline. Furthermore, our improved sales and cost savings measures to date may not be sufficient to offset any later impacts of the COVID-19 pandemic, including the Delta variant, and our liquidity could be negatively impacted, if prior sales trends from May 2020 through June 30, 2021 are reversed, which may occur, for example, if consumer preferences shift toward cruise line, air travel and hotel industries. Our operations also depend on the continued health and productivity of our employees at our dealerships service locations and corporate headquarters throughout the COVID-19 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, the Company may experience significant adverse effects to its 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 Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on the previously reported net income. Recently Issued Accounting Standards 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 condensed consolidated financial statements. Recently Adopted Accounting Pronouncements 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 adopted ASU 2016-13 on January 1, 2021 and the adoption did not materially impact its condensed consolidated financial statements. Lease recognition At the 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 Management of the Company has analyzed the activities and transactions subsequent to June 30, 2021 through the date these condensed consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the condensed consolidated financial statements. The Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the condensed consolidated financial statements other than the following item. On July 14, 2021, the Company executed an amended and restated credit agreement with M&T, as a Lender, Administrative Agent, Swingline Lender, and Issuing Bank, and other financial institutions as Lender parties. The credit agreement evidences an approximately $ 369.1 327 11.3 25 5.8 On August 3, 2021, the Company completed its acquisition of BYRV, Inc. (“BYRV”) located in Portland, Oregon and BYRV Washington, Inc. (“BYRV Washington”) located in Woodland, Washington in one transaction (“BYRV”). The purchase price for the transaction consists of the following, in each case subject to adjustment in accordance with the terms of the purchase agreement: (a) a cash payment, subject to a working capital adjustment and an inventory adjustment and (b) the assumption of BYRV’s floorplan debt, which was paid off and added to the Company’s current floorplan. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | NOTE 3 – BUSINESS COMBINATION Acquisitions of Dealerships On May 19, 2020, the Company consummated the acquisition contemplated by the Company’s 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 the acquisition contemplated by the Company’s 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 the acquisition contemplated by the Company’s 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 435 3.35% On March 23, 2021, the Company consummated the acquisition contemplated by the Company’s asset purchase agreement with Chilhowee Trailer Sales, Inc. (“Chilhowee”). The purchase price consisted solely of cash paid to Chilhowee. As part of the acquisition, the Company acquired the inventory of Chilhowee 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 Korges, Total RV, Camp-Land and Chilhowee 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: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 2020 Inventories $ 3,590 $ 18,932 Accounts receivable and prepaid expenses 150 1,167 Property and equipment 392 5,417 Intangible assets 1,220 8,480 Total assets acquired 5,352 33,996 Accounts payable, accrued expenses and other current liabilities 748 1,004 Floor plan notes payable 2,443 20,855 Total liabilities assumed 3,191 21,859 Net assets acquired $ 2,161 $ 12,137 The fair value of consideration paid was as follows: SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID 2021 2020 Purchase Price: $ 4,302 $ 16,653 Note payable issued to former owners - 1,600 Total consideration $ 4,302 $ 18,253 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, Korges, Total RV, Camp-Land and Chilhowee. Goodwill associated with the transactions is detailed below: SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER 2021 2020 Total consideration $ 4,302 $ 18,253 Less net assets acquired 2,161 12,137 Goodwill $ 2,141 $ 6,116 Goodwill is expected to be deductible to the extent the Company has tax basis. The following table summarizes the Company’s allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closings. SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Customer Lists $ 470 10 Dealer Agreements $ 9,000 10 Noncompete Agreement $ 230 5 The Company recorded approximately $ 53,119 7,091 83,237 9,701 Pro Forma Information The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the purchase of Korges, Total RV, Camp-Land and Chilhowee had been consummated on January 1, 2020. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION 2021 2020 2021 2020 For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Revenue $ 322,791 $ 240,670 $ 600,117 $ 459,725 Income before income taxes $ 34,805 $ 8,134 $ 49,173 $ 12,160 Net income $ 25,718 $ 5,538 $ 34,623 $ 8,754 The Company adjusted the combined income of Lazydays RV with Korges, Total RV, Camp-Land and Chilhowee, and adjusted net income to eliminate business combination expenses as well as the incremental depreciation and amortization associated with the preliminary purchase price allocation to determine pro forma net income. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES As of As of June 30, 2021 December 31, 2020 (Unaudited) New recreational vehicles $ 55,900 $ 92,434 Pre-owned recreational vehicles 31,453 22,967 Parts, accessories and other 5,594 4,493 92,947 119,894 Less: excess of current cost over LIFO (5,691 ) (3,627 ) Total $ 87,256 $ 116,267 |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 5 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities consist of the following: SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of As of June 30,2021 December 31, 2020 (Unaudited) Accounts payable $ 27,557 $ 18,077 Other accrued expenses 5,963 4,713 Customer deposits 9,299 6,002 Accrued compensation 5,768 4,311 Accrued charge-backs 7,028 5,553 Accrued interest 83 125 Total $ 55,698 $ 38,781 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Lessee Disclosure [Abstract] | |
LEASES | NOTE 6 – LEASES The Company leases property and equipment throughout the United States primarily under operating leases. Leases with lease terms of 12 Most leases include one or more options to renew, with renewal terms that can extend the lease term up to 20 The Company leases properties for its RV retail locations through twelve 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 4,015 As of June 30, 2021, the weighted-average remaining lease term and weighted-average discount rate of operating leases was 4.8 5.0 Operating lease costs for the six month period ended June 30, 2021 was $ 1,961 no Maturities of lease liabilities as of June 30, 2021 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity Date Operating Leases Remaining six months ending December 31, 2021 $ 2,009 2022 3,792 2023 3,589 2024 2,699 2025 1,979 Thereafter 2,181 Total lease payments 16,249 Less: Imputed Interest 1,881 Present value of lease liabilities $ 14,368 The following presents supplemental cash flow information related to leases during 2021: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES For the six months ended June 30, 2021 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 1,961 ROU assets obtained in exchange for lease liabilities: Operating leases $ 656 Finance lease $ 24 ROU assets obtained in exchange for lease liabilities $ 680 On March 10, 2020, the Company entered into an agreement for the sale of land to LD Murfreesboro TN Landlord, LLC (“LDMTL”) for $ 4,921 On June 22, 2021, the Company entered into an agreement for the sale of property to CARS-DB13, LLC (“CARS”) for $ 4.8 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 – 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 March 15, 2021 June 15, 2021 September 15, 2021 On March 6, 2020, the Company entered into the Third Amendment and Joinder to Credit Agreement (the “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 Holdings Corp., became parties to 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 in the aggregate principal amount of acquisition, construction and permanent mortgage financing for a property acquired by the Mortgage Loan Borrower. The amount borrowed under the mortgage was $ 6,136 2.25 1.25 0.03 March 15, 2021 June 15, 2021 September 15, 2021 5,855 2.375 To help mitigate the early effects of the COVID-19 pandemic, the Company entered into the Fourth Amendment to the M&T Facility on April 15, 2020 (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the parties agreed to a suspension of scheduled principal payments on the term loans and mortgage loans (to the extent the permanent loan period has begun for the mortgage loans) for the period from April 15, 2020 through June 15, 2020. Interest on the outstanding principal balances of the term loans and mortgage loans 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 term loans and mortgage loans. All principal payments of the term loans and mortgage loans deferred during the deferment period are due and payable on the term loan maturity date or the mortgage loan 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 documents (including, without limitation, upon maturity, acceleration or, to the extent applicable under the credit documents, 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 (as defined below) 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 June 30, 2021, 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 June 30, 2021 and taking into account the effect of the Fourth Amendment to the Credit Agreement entered into on April 15, 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 $ 49,523 On July 14, 2021, the Company executed an amended and restated credit agreement with M&T, as a Lender, Administrative Agent, Swingline Lender, and Issuing Bank, and other financial institutions as Lender parties. The credit agreement evidences an approximately $ 369.1 327 11.3 25 5.8 Floor Plan Line of Credit The $ 175,000 45,000 4,500 2.00 2.30 1.00 1.30 The Base Rate is defined in the M&T Facility as the highest of M&T’s prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. 0.15 2.10425 The M&T Floor Plan Line of Credit consists of the following: SCHEDULE OF FLOOR PLAN NOTES PAYABLE As of June 30, 2021 As of December 31, 2020 (Unaudited) Floor plan notes payable, gross $ 63,980 $ 105,486 Debt discount (67 ) (87 ) Floor plan notes payable, net of debt discount $ 63,913 $ 105,399 Term Loan The $ 20,000 242 June 15, 2021 11,300 2.25 3.00 1.25 2.00 11,300 2.375 Revolver The $ 5,000 2.25 3.00 1.25 2.00 0.25 0.50 PPP Loan In response to economic uncertainty caused by the COVID-19 pandemic, subsidiaries of the Company took the additional step of applying for the PPP Loans 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 the PPP Loans in an aggregate amount of $ 6,831 April 29, 2022 April 30, 2020 1,236 May 4, 2020 637 1.0 6,626 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Company recorded a provision for federal and state income taxes of $ 9,496 2,536 27.3 32.3 14,973 3,836 30.5 30.6 The Company’s effective tax rates differ from the federal statutory rate of 21 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES Employment Agreements The Company entered into an employment agreement with the Chief Executive Officer (“CEO”) of the Company effective as of the consummation of the Mergers. The employment agreement with the CEO provides for an initial base salary of $ 540 100 The employment agreement provides 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 CEO 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 CEO severance equal to two times the base salary in effect immediately prior to the date of termination and the average of the annual bonus actually paid to the CEO in each of the three years immediately preceding the year in which the date of termination occurs. During May 2018, the Company entered into an offer letter with the Chief Financial Officer (the “CFO”) of the Company. The offer letter provides for an initial base salary of $ 325 75 150 100 Director Compensation The Company’s non-employee members of the Board receive annual cash compensation of $ 50 5 10 Legal Proceedings The Company is a party to multiple legal proceedings that arise in the ordinary course of business. The Company has certain insurance coverage and rights of indemnification. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s business, results of operations, financial condition and/or cash flows. |
PREFERRED STOCK
PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 10 – PREFERRED STOCK On March 15, 2018, 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 $ 94,800 600,000 60,000 500,000 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 Dividends on the Series A Preferred Stock accrue at an initial rate of 8 100 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 If there is a current registration statement in effect, 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 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) receive 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. In addition, five-year 596,273 11.50 0.01 24.00 The Series A Preferred Stock, while convertible into common stock, is also redeemable at the holder’s option and, as a result, is classified as temporary equity in the condensed consolidated balance sheets. An analysis of its features determined that the Series A Preferred Stock was more akin to equity. While the embedded conversion option (“ECO”) was subject to an anti-dilution price adjustment, since the ECO was clearly and closely related to the equity host, it was not required to be bifurcated and it was not accounted for as a derivative liability under ASC 815, 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 10.29 3,392 2,035 2,981 five-year 178,882 11.50 632 5 39 2.61 0 The discount associated with the Series A Preferred Stock was not accreted during the three or six month periods ended June 30, 2021 because redemption was not currently deemed to be probable. The Board declared a dividend payment on the Series A Preferred Stock of $ 1,197 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Authorized Capital The Company is authorized to issue 100,000,000 0.0001 5,000,000 0.0001 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 8.75 18 600,000 279,557 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 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. 104 206 Warrants The Company had the following activity related to shares of common stock underlying warrants: SCHEDULE OF WARRANTS ACTIVITY Shares Underlying Warrants Weighted Average Exercise Price Warrants outstanding January 1, 2021 4,632,087 $ 11.50 Granted — $ — Cancelled or Expired — $ — Exercised (1,127,258 ) $ — Warrants outstanding June 30, 2021 3,504,829 $ 11.50 The table above excludes perpetual non-redeemable prefunded warrants to purchase 300,357 0.01 On March 17, 2021, two institutional investors exercised warrants issued in the PIPE Investment with respect to an aggregate of 1,005,308 1,005,308 11,315,250 246 The Company accounts for its warrants in the following ways: (i) the public warrants (“Public Warrants”) as equity for all periods presented; (ii) the private placement warrants (“Private Warrants”) as liabilities for all periods presented; and (iii) the warrants issued in connection with the Private Investment in Public Equity (“PIPE”) transaction (“PIPE Warrants”) as liabilities for all periods presented. The Company determined the following fair values for the outstanding common stock warrants recorded as liabilities: SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES December 31, 2020 June 30, 2021 (Restated) PIPE Warrants $ 15,525 $ 13,716 Private Warrants 2,127 1,380 Total warrant liabilties $ 17,652 $ 15,096 Stock Options Stock option activity is summarized below: SCHEDULE OF STOCK OPTION ACTIVITY Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2021 4,063,362 $ 10.60 Granted 20,000 $ 23.11 Cancelled or terminated - $ - Exercised (71,196 ) $ 9.88 Options outstanding at June 30, 2021 4,012,166 $ 10.69 2.17 $ 45,389 Options vested at June 30, 2021 1,851,039 $ 10.95 1.85 $ 32,922 Awards with Market Conditions On March 16, 2018, the Company granted five-year incentive stock options to purchase an aggregate of 3,573,113 11.10 1,458,414 583,366 30 13.125 30 17.50 30 21.875 10 35.00 583,366 583,366 The fair value of the awards issued on March 16, 2018 of $ 15,004 5 2.62 0 42.8 0.74 1.64 2.24 3.13 The fair value of the awards issued on May 7, 2018 of $ 2,357 5 2.74 54.70 0 0.97 1.75 2.15 2.96 The expense recorded for awards with market conditions was $ 22 96 220 774 Awards with Service Conditions 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. 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 a 3.50 - 3.75 year expected life, a risk free rate of 0.25 %- 0.43 %, an annual dividend yield of 0 % and an annual volatility of 55 %- 73 %. During the six months ended June 30, 2021, stock options to purchase 20,000 23.11 The options have a five year three year 257 SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS For the six months ended June 30, 2021 Risk free interest rate 0.77 % Expected term (years) 3.5 Expected volatility 81 % 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 $ 185 381 91 179 As of June 30, 2021, total unrecorded compensation cost related to all non-vested awards was $ 1,993 2.59 |
FAIR VALUE MEASURES
FAIR VALUE MEASURES | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASURES | NOTE 12 – FAIR VALUE MEASURES The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions The Company has assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. The Public Warrants trade in active markets. When classified as liabilities, warrants traded in active markets with sufficient trading volume represent Level 1 financial instruments as they are publicly traded in active markets and thus have observable market prices which are used to estimate the fair value adjustments for the related common stock warrant liabilities. When classified as liabilities, warrants not traded in active markets, or traded with insufficient volume, represent Level 3 financial instruments that are valued using a Black-Scholes option-pricing model to estimate the fair value adjustments for the related common stock warrant liabilities. Warrant Liabilities: The PIPE Warrants are considered a Level 1 measurement, since 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. SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR THE PRIVATE WARRANTS LIABILITIES December 31. 2020 June 30, 2021 (Restated) Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 15,525 $ 15,525 $ - $ - $ 13,716 $ 13,716 $ - $ - Private Warrants 2,127 - 2,127 1,380 - - 1,380 Total $ 17,652 $ 15,525 $ - $ 2,127 $ 15,096 $ 13,716 $ - $ 1,380 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 income. 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: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31. 2020 June 30, 2021 (Restated) Stock Price $ 22.00 $ 16.25 Strike Price $ 11.50 $ 11.50 Expected life 1.71 2.20 Volatility 91.3 % 81.2 % Risk Free rate 0.20 % 0.14 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 6.86 $ 4.45 The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2021: SCHEDULE OF FAIR VALUE MEASURED LIABILITIES PIPE Warrants Private Warrants Balance at December 31, 2020 (restated) $ 13,717 $ 1,380 Exercise or conversion (10,697 ) - Measurement adjustment 12,505 747 Balance at June 30, 2021 $ 15,525 $ 2,127 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with Lazydays Holdings, Inc.’s consolidated financial statements and notes as of December 31, 2020 and 2019 included in the Annual Report on Form 10-K/A filed with the SEC on June 25, 2021. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements 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, LDRV of Tennessee LLC, Lazydays of Minneapolis LLC, Lazydays of Central Florida, LLC, Lone Star Acquisition LLC, Lone Star Diversified LLC, LDRV Acquisition Group 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”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. |
Restatement of Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements The notes included herein should be read in conjunction with the Company’s restated audited consolidated financial statements included in the 2020 Form 10-K/A. As previously disclosed in the 2020 Form 10-K/A, the Company restated its previously issued consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 to make the necessary accounting adjustments related to warrant accounting. The Company has restated herein its condensed consolidated financial statements for the three and six months ended June 30, 2020 and related amounts within the accompanying footnotes to the condensed consolidated financial statements. Restated net income for the three months ended June 30, 2020 is $ 5.3 2.8 8.1 8.7 2.4 11.1 The tables below set forth the unaudited condensed consolidated balance sheet as of June 30, 2020 originally reported, adjustments and the restated balances, and the condensed consolidated statement of income for the three and six months ended June 30, 2020 originally reported, adjustments, and the restated balances and the condensed consolidated statement of cash flow amounts for the six months ended June 30, 2020 originally reported, adjustments, and the restated balances. SCHEDULE OF ORIGINALLY REPORTED, ADJUSTMENTS, AND RESTATED BALANCES Previous Adjustment Restated June 30, 2020 (unaudited) As Previously Reported Restatement Adjustments 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 60,000 64,221 - 64,221 Stockholders’ Equity Preferred Stock, $ 0.0001 5,000,000 - - - Common stock, $ 0.0001 100,000,000 8,548,524 8,407,225 - - - Additional paid-in capital 78,712 (8,991 ) 69,721 Treasury Stock, at cost, 141,299 (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 As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments As Restated Three months ended June 30, 2020 (Unaudited) Six months ended June 30, 2020 (Unaudited) As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments 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 As Previously Reported Restatement As Restated 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 Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, allowance for doubtful accounts and stock-based compensation and fair value of warrant liabilities. Revenue Recognition The core principle of revenue recognition is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies a five-step model for revenue measurement and recognition. Revenues are recognized when control of the promised goods or services is transferred to the customers at the expected amount the Company is entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the condensed consolidated statements of income. The following table represents the Company’s disaggregation of revenue: SCHEDULE OF DISAGGREGATION OF REVENUE Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 New vehicle revenue $ 201,560 $ 129,398 $ 368,971 $ 231,842 Preowned vehicle revenue 88,653 62,107 166,123 126,851 Parts, accessories, and related services 12,077 9,165 22,338 19,930 Finance and insurance revenue 19,738 12,763 34,346 24,035 Campground and other revenue 763 528 2,006 2,157 Total $ 322,791 $ 213,961 $ 593,784 $ 404,815 Revenue from the sale of vehicles 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 condensed consolidated statements of income. The Company receives commissions from the sale of insurance and vehicle service contracts to customers. In addition, the Company arranges financing for customers through various financial institutions and receives commissions. The Company may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of some contracts by its 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 charge-backs 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 additions to the charge-back allowance, which is included in other revenue as follows (unaudited): SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Gross finance and insurance revenues $ 21,866 $ 13,917 $ 37,921 $ 26,500 Additions to charge-back allowance (2,128 ) (1,154 ) (3,575 ) (2,465 ) Net Finance Revenue $ 19,738 $ 12,763 $ 34,346 $ 24,035 The Company has an accrual for charge-backs, which totaled $ 7,028 5,553 Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction. These contract liabilities are included in Note 5 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the six months ended June 30, 2021, $ 4,361 |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, allowance for doubtful accounts and stock-based compensation and fair value of warrant liabilities. |
Revenue Recognition | Revenue Recognition The core principle of revenue recognition is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies a five-step model for revenue measurement and recognition. Revenues are recognized when control of the promised goods or services is transferred to the customers at the expected amount the Company is entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the condensed consolidated statements of income. The following table represents the Company’s disaggregation of revenue: SCHEDULE OF DISAGGREGATION OF REVENUE Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 New vehicle revenue $ 201,560 $ 129,398 $ 368,971 $ 231,842 Preowned vehicle revenue 88,653 62,107 166,123 126,851 Parts, accessories, and related services 12,077 9,165 22,338 19,930 Finance and insurance revenue 19,738 12,763 34,346 24,035 Campground and other revenue 763 528 2,006 2,157 Total $ 322,791 $ 213,961 $ 593,784 $ 404,815 |
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 pre-owned vehicles at the time of the trade-in. Other inventory includes parts and accessories as well as retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $ 5,691 3,627 |
Cumulative Redeemable Convertible Preferred Stock | Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 10 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock until a dividend is declared by the Company’s board of directors (the “Board”). |
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 income 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 expenses or benefits in the condensed consolidated statements of income. |
Earnings Per Share | Earnings Per Share The Company computes basic and diluted earnings/(loss) per share (“EPS”) by dividing net earnings/(loss) by the weighted average number of shares of common stock outstanding during the period. The Company is required, in periods in which it has net income, to calculate EPS using the two-class method. The two-class method is required because the Company’s Series A Preferred Stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock. Under the two-class method, earnings for the period are allocated on a pro-rata basis to the common and preferred stockholders. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net income attributable to common stockholders used in the calculation of basic and diluted income (loss) per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (Dollars in thousands - except share and per share amounts) (Restated) (Restated) Distributed earning allocated to common stock $ - $ - $ - $ - Undistributed earnings allocated to common stock 18,506 2,473 24,345 3,741 Net earnings allocated to common stock 18,506 2,473 24,345 3,741 Net earnings allocated to participating securities 5,606 1,153 7,427 1,640 Net earnings allocated to common stock and participating securities $ 24,112 $ 3,626 $ 31,772 $ 5,381 Weighted average shares outstanding for basic earning per common share 10,677,495 8,376,178 10,637,060 8,396,634 Dilutive effect of warrants and options 300,357 1,339,499 300,357 1,339,499 Weighted average shares outstanding for diluted earnings per share computation 10,977,852 9,715,677 10,937,417 9,736,133 Basic income per common share $ 1.69 $ 0.25 $ 2.23 $ 0.38 Diluted income per common share $ 1.21 $ 0.25 $ 1.63 $ 0.38 During the three and six months ended June 30, 2021 and 2020, respectively, the denominator of the basic EPS was calculated as follow: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Three months ended Six months ended June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Weighted average outstanding common shares 10,677,495 8,376,178 10,637,060 8,396,634 Weighted average prefunded warrants 300,357 1,339,499 300,357 1,339,499 Weighted shares outstanding - basic $ 10,977,852 $ 9,715,677 $ 10,937,417 $ 9,736,133 During the three and six months ended June 30, 2021 and 2020, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Three months ended Six months ended June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Weighted average outstanding common shares 10,677,495 8,376,178 10,637,060 8,396,634 Weighted average prefunded warrants 300,357 1,339,499 300,357 1,339,499 Weighted average warrants 1,730,719 - 1,730,719 - Weighted average options 2,125,161 - 2,125,161 - Weighted average convertible preferred stock 6,081,689 6,147,975 6,199,354 6,293,466 Weighted shares outstanding - basic and diluted 20,915,421 15,863,652 20,992,651 16,029,599 The following common stock equivalent shares were excluded from the computation of the diluted income per share, since their inclusion would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three months ended Six months ended June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Shares underlying Series A Convertible Preferred Stock - - - - Shares underlying warrants - 4,677,458 - 4,677,458 Stock options - 3,993,759 - 3,993,759 Share equivalents excluded from EPS - 8,671,217 - 8,671,217 As of June 30, 2021, the Company had declared dividends of $ 1,197 5,962,733 |
Prior Period Financial Statement Correction of an Immaterial Misstatement | Prior Period Financial Statement Correction of an Immaterial Misstatement During the fourth quarter of 2020, the Company identified adjustments required to correct earnings per share for the first three quarters of 2020. The errors discovered resulted in an understatement in earning per share of $ 0.06 0.07 Based on an analysis of “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously issued condensed consolidated financial statements, and as such, no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. Such correction may be made the next time the registrant files the prior period financial statements. Accordingly, the misstatements are being corrected prospectively in this Form 10-Q for the quarter ended June 30, 2021. |
Advertising Costs | Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled approximately $ 5,201 2,862 9,613 7,221 |
Income Taxes | Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim condensed consolidated financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. |
Seasonality | Seasonality The Company’s 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 the Company’s Florida and Arizona locations. In addition, the northern locations in Colorado, Tennessee, Minnesota and Indiana generally experience moderately higher vehicle sales during the spring months. |
Vendor Concentrations | Vendor Concentrations The Company purchases its new RVs and replacement parts from various manufacturers. During the three months ended June 30, 2021, three major manufacturers accounted for 40.9% 28.4% 25.6% 44.4% 28.4% 22.4% During the three months ended June 30, 2020, four major manufacturers accounted for 35.0% 22.5% 21.5% 16.9% 31.5% 21.2% 20.2% 19.0% 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’s terms. |
Geographic Concentrations | Geographic Concentrations The percent of revenues generated by the Florida locations, Colorado locations, Arizona locations and Tennessee locations, which generate greater than 10% of revenues, were as follows (unaudited): SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Florida 46 % 61 % 51 % 68 % Colorado 13 % 17 % 12 % 14 % Arizona 13 % <10 % 12 % <10 % Tennessee 16 % <10 % 14 % <10 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic and weather. |
Impact of COVID-19 | Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) 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 COVID-19 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 COVID-19 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 7 - 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 $ 8,704 6,626 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 can provide no assurances that such growth in sales will continue at the same rate that occurred between May 2020 and June 2021, or at all, over any time period, and sales may ultimately decline. Furthermore, our improved sales and cost savings measures to date may not be sufficient to offset any later impacts of the COVID-19 pandemic, including the Delta variant, and our liquidity could be negatively impacted, if prior sales trends from May 2020 through June 30, 2021 are reversed, which may occur, for example, if consumer preferences shift toward cruise line, air travel and hotel industries. Our operations also depend on the continued health and productivity of our employees at our dealerships service locations and corporate headquarters throughout the COVID-19 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, the Company may experience significant adverse effects to its 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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 condensed consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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 adopted ASU 2016-13 on January 1, 2021 and the adoption did not materially impact its condensed consolidated financial statements. |
Lease recognition | Lease recognition At the 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 June 30, 2021 through the date these condensed consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the condensed consolidated financial statements. The Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the condensed consolidated financial statements other than the following item. On July 14, 2021, the Company executed an amended and restated credit agreement with M&T, as a Lender, Administrative Agent, Swingline Lender, and Issuing Bank, and other financial institutions as Lender parties. The credit agreement evidences an approximately $ 369.1 327 11.3 25 5.8 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The tables below set forth the unaudited condensed consolidated balance sheet as of June 30, 2020 originally reported, adjustments and the restated balances, and the condensed consolidated statement of income for the three and six months ended June 30, 2020 originally reported, adjustments, and the restated balances and the condensed consolidated statement of cash flow amounts for the six months ended June 30, 2020 originally reported, adjustments, and the restated balances. SCHEDULE OF ORIGINALLY REPORTED, ADJUSTMENTS, AND RESTATED BALANCES Previous Adjustment Restated June 30, 2020 (unaudited) As Previously Reported Restatement Adjustments 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 60,000 64,221 - 64,221 Stockholders’ Equity Preferred Stock, $ 0.0001 5,000,000 - - - Common stock, $ 0.0001 100,000,000 8,548,524 8,407,225 - - - Additional paid-in capital 78,712 (8,991 ) 69,721 Treasury Stock, at cost, 141,299 (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 As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments As Restated Three months ended June 30, 2020 (Unaudited) Six months ended June 30, 2020 (Unaudited) As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments 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 As Previously Reported Restatement As Restated 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 |
SCHEDULE OF DISAGGREGATION OF REVENUE | SCHEDULE OF DISAGGREGATION OF REVENUE Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 New vehicle revenue $ 201,560 $ 129,398 $ 368,971 $ 231,842 Preowned vehicle revenue 88,653 62,107 166,123 126,851 Parts, accessories, and related services 12,077 9,165 22,338 19,930 Finance and insurance revenue 19,738 12,763 34,346 24,035 Campground and other revenue 763 528 2,006 2,157 Total $ 322,791 $ 213,961 $ 593,784 $ 404,815 |
SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES | SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Gross finance and insurance revenues $ 21,866 $ 13,917 $ 37,921 $ 26,500 Additions to charge-back allowance (2,128 ) (1,154 ) (3,575 ) (2,465 ) Net Finance Revenue $ 19,738 $ 12,763 $ 34,346 $ 24,035 |
SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS | The following table summarizes net income attributable to common stockholders used in the calculation of basic and diluted income (loss) per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (Dollars in thousands - except share and per share amounts) (Restated) (Restated) Distributed earning allocated to common stock $ - $ - $ - $ - Undistributed earnings allocated to common stock 18,506 2,473 24,345 3,741 Net earnings allocated to common stock 18,506 2,473 24,345 3,741 Net earnings allocated to participating securities 5,606 1,153 7,427 1,640 Net earnings allocated to common stock and participating securities $ 24,112 $ 3,626 $ 31,772 $ 5,381 Weighted average shares outstanding for basic earning per common share 10,677,495 8,376,178 10,637,060 8,396,634 Dilutive effect of warrants and options 300,357 1,339,499 300,357 1,339,499 Weighted average shares outstanding for diluted earnings per share computation 10,977,852 9,715,677 10,937,417 9,736,133 Basic income per common share $ 1.69 $ 0.25 $ 2.23 $ 0.38 Diluted income per common share $ 1.21 $ 0.25 $ 1.63 $ 0.38 |
SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE | During the three and six months ended June 30, 2021 and 2020, respectively, the denominator of the basic EPS was calculated as follow: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Three months ended Six months ended June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Weighted average outstanding common shares 10,677,495 8,376,178 10,637,060 8,396,634 Weighted average prefunded warrants 300,357 1,339,499 300,357 1,339,499 Weighted shares outstanding - basic $ 10,977,852 $ 9,715,677 $ 10,937,417 $ 9,736,133 |
SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE | During the three and six months ended June 30, 2021 and 2020, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Three months ended Six months ended June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Weighted average outstanding common shares 10,677,495 8,376,178 10,637,060 8,396,634 Weighted average prefunded warrants 300,357 1,339,499 300,357 1,339,499 Weighted average warrants 1,730,719 - 1,730,719 - Weighted average options 2,125,161 - 2,125,161 - Weighted average convertible preferred stock 6,081,689 6,147,975 6,199,354 6,293,466 Weighted shares outstanding - basic and diluted 20,915,421 15,863,652 20,992,651 16,029,599 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | The following common stock equivalent shares were excluded from the computation of the diluted income per share, since their inclusion would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three months ended Six months ended June 30,2021 June 30, 2020 June 30,2021 June 30, 2020 Shares underlying Series A Convertible Preferred Stock - - - - Shares underlying warrants - 4,677,458 - 4,677,458 Stock options - 3,993,759 - 3,993,759 Share equivalents excluded from EPS - 8,671,217 - 8,671,217 |
SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE | The percent of revenues generated by the Florida locations, Colorado locations, Arizona locations and Tennessee locations, which generate greater than 10% of revenues, were as follows (unaudited): SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE Three months ended Six months ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Florida 46 % 61 % 51 % 68 % Colorado 13 % 17 % 12 % 14 % Arizona 13 % <10 % 12 % <10 % Tennessee 16 % <10 % 14 % <10 % |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED | SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED 2021 2020 Inventories $ 3,590 $ 18,932 Accounts receivable and prepaid expenses 150 1,167 Property and equipment 392 5,417 Intangible assets 1,220 8,480 Total assets acquired 5,352 33,996 Accounts payable, accrued expenses and other current liabilities 748 1,004 Floor plan notes payable 2,443 20,855 Total liabilities assumed 3,191 21,859 Net assets acquired $ 2,161 $ 12,137 |
SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID | The fair value of consideration paid was as follows: SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID 2021 2020 Purchase Price: $ 4,302 $ 16,653 Note payable issued to former owners - 1,600 Total consideration $ 4,302 $ 18,253 |
SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER | SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER 2021 2020 Total consideration $ 4,302 $ 18,253 Less net assets acquired 2,161 12,137 Goodwill $ 2,141 $ 6,116 |
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 closings. SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Customer Lists $ 470 10 Dealer Agreements $ 9,000 10 Noncompete Agreement $ 230 5 |
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 Korges, Total RV, Camp-Land and Chilhowee had been consummated on January 1, 2020. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION 2021 2020 2021 2020 For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Revenue $ 322,791 $ 240,670 $ 600,117 $ 459,725 Income before income taxes $ 34,805 $ 8,134 $ 49,173 $ 12,160 Net income $ 25,718 $ 5,538 $ 34,623 $ 8,754 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES As of As of June 30, 2021 December 31, 2020 (Unaudited) New recreational vehicles $ 55,900 $ 92,434 Pre-owned recreational vehicles 31,453 22,967 Parts, accessories and other 5,594 4,493 92,947 119,894 Less: excess of current cost over LIFO (5,691 ) (3,627 ) Total $ 87,256 $ 116,267 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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: SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of As of June 30,2021 December 31, 2020 (Unaudited) Accounts payable $ 27,557 $ 18,077 Other accrued expenses 5,963 4,713 Customer deposits 9,299 6,002 Accrued compensation 5,768 4,311 Accrued charge-backs 7,028 5,553 Accrued interest 83 125 Total $ 55,698 $ 38,781 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Lessee Disclosure [Abstract] | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of lease liabilities as of June 30, 2021 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity Date Operating Leases Remaining six months ending December 31, 2021 $ 2,009 2022 3,792 2023 3,589 2024 2,699 2025 1,979 Thereafter 2,181 Total lease payments 16,249 Less: Imputed Interest 1,881 Present value of lease liabilities $ 14,368 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | The following presents supplemental cash flow information related to leases during 2021: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES For the six months ended June 30, 2021 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 1,961 ROU assets obtained in exchange for lease liabilities: Operating leases $ 656 Finance lease $ 24 ROU assets obtained in exchange for lease liabilities $ 680 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FLOOR PLAN NOTES PAYABLE | The M&T Floor Plan Line of Credit consists of the following: SCHEDULE OF FLOOR PLAN NOTES PAYABLE As of June 30, 2021 As of December 31, 2020 (Unaudited) Floor plan notes payable, gross $ 63,980 $ 105,486 Debt discount (67 ) (87 ) Floor plan notes payable, net of debt discount $ 63,913 $ 105,399 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | The Company had the following activity related to shares of common stock underlying warrants: SCHEDULE OF WARRANTS ACTIVITY Shares Underlying Warrants Weighted Average Exercise Price Warrants outstanding January 1, 2021 4,632,087 $ 11.50 Granted — $ — Cancelled or Expired — $ — Exercised (1,127,258 ) $ — Warrants outstanding June 30, 2021 3,504,829 $ 11.50 |
SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES | The Company accounts for its warrants in the following ways: (i) the public warrants (“Public Warrants”) as equity for all periods presented; (ii) the private placement warrants (“Private Warrants”) as liabilities for all periods presented; and (iii) the warrants issued in connection with the Private Investment in Public Equity (“PIPE”) transaction (“PIPE Warrants”) as liabilities for all periods presented. The Company determined the following fair values for the outstanding common stock warrants recorded as liabilities: SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES December 31, 2020 June 30, 2021 (Restated) PIPE Warrants $ 15,525 $ 13,716 Private Warrants 2,127 1,380 Total warrant liabilties $ 17,652 $ 15,096 |
SCHEDULE OF STOCK OPTION ACTIVITY | Stock option activity is summarized below: SCHEDULE OF STOCK OPTION ACTIVITY Shares Underlying Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at January 1, 2021 4,063,362 $ 10.60 Granted 20,000 $ 23.11 Cancelled or terminated - $ - Exercised (71,196 ) $ 9.88 Options outstanding at June 30, 2021 4,012,166 $ 10.69 2.17 $ 45,389 Options vested at June 30, 2021 1,851,039 $ 10.95 1.85 $ 32,922 |
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS | SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS For the six months ended June 30, 2021 Risk free interest rate 0.77 % Expected term (years) 3.5 Expected volatility 81 % Expected dividends 0.00 % |
FAIR VALUE MEASURES (Tables)
FAIR VALUE MEASURES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR THE PRIVATE WARRANTS LIABILITIES | SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR THE PRIVATE WARRANTS LIABILITIES December 31. 2020 June 30, 2021 (Restated) Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 15,525 $ 15,525 $ - $ - $ 13,716 $ 13,716 $ - $ - Private Warrants 2,127 - 2,127 1,380 - - 1,380 Total $ 17,652 $ 15,525 $ - $ 2,127 $ 15,096 $ 13,716 $ - $ 1,380 |
SCHEDULE OF FAIR VALUE MEASUREMENTS | The following table provides quantitative information regarding Level 3 fair value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31. 2020 June 30, 2021 (Restated) Stock Price $ 22.00 $ 16.25 Strike Price $ 11.50 $ 11.50 Expected life 1.71 2.20 Volatility 91.3 % 81.2 % Risk Free rate 0.20 % 0.14 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 6.86 $ 4.45 |
SCHEDULE OF FAIR VALUE MEASURED LIABILITIES | The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2021: SCHEDULE OF FAIR VALUE MEASURED LIABILITIES PIPE Warrants Private Warrants Balance at December 31, 2020 (restated) $ 13,717 $ 1,380 Exercise or conversion (10,697 ) - Measurement adjustment 12,505 747 Balance at June 30, 2021 $ 15,525 $ 2,127 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | ||||||||
Total Assets | $ 480,086,000 | $ 414,722,000 | $ 480,086,000 | $ 414,722,000 | $ 443,998,000 | |||
Total current liabilities | 151,368,000 | 149,211,000 | 151,368,000 | 149,211,000 | 174,177,000 | |||
Financing liability, non-current portion, net of debt discount | 85,851,000 | 71,403,000 | 85,851,000 | 71,403,000 | 78,634,000 | |||
Long term debt, non-current portion, net of debt discount | 1,712,000 | 15,679,000 | 1,712,000 | 15,679,000 | 8,445,000 | |||
Operating lease liability, non-current portion | 11,947,000 | 13,616,000 | 11,947,000 | 13,616,000 | 12,056,000 | |||
Deferred tax liability | 15,091,000 | 16,450,000 | 15,091,000 | 16,450,000 | 15,091,000 | |||
Warrant liabilities | 17,652,000 | 3,093,000 | 17,652,000 | 3,093,000 | 15,096,000 | |||
Total liabilities | 283,621,000 | 269,452,000 | 283,621,000 | 269,452,000 | 303,499,000 | |||
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 | 54,983,000 | 64,221,000 | 54,983,000 | 64,221,000 | 54,983,000 | |||
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 | 93,039,000 | 69,721,000 | 93,039,000 | 69,721,000 | 71,226,000 | |||
Treasury Stock, at cost, 141,299 shares at June 30, 2020 | (499,000) | (499,000) | (499,000) | (499,000) | (499,000) | |||
Retained earnings | 48,942,000 | 11,827,000 | 48,942,000 | 11,827,000 | 14,789,000 | |||
Total stockholders’ equity | 141,482,000 | $ 115,235,000 | 81,049,000 | $ 76,973,000 | 141,482,000 | 81,049,000 | 85,516,000 | $ 74,683,000 |
Total liabilities and stockholders’ equity | 480,086,000 | 414,722,000 | 480,086,000 | 414,722,000 | $ 443,998,000 | |||
Income from Operations | 37,302,000 | 12,622,000 | 59,725,000 | 19,404,000 | ||||
Interest expense | (1,861,000) | (2,018,000) | (3,727,000) | (4,513,000) | ||||
Change in fair value of warrant liabilities | (6,784,000) | (2,758,000) | (13,252,000) | (2,346,000) | ||||
Total other expense | (2,497,000) | (4,776,000) | (10,599,000) | (6,859,000) | ||||
Income before income tax expense | 34,805,000 | 7,846,000 | 49,126,000 | 12,545,000 | ||||
Income tax expense | 9,496,000 | 2,536,000 | 14,973,000 | 3,836,000 | ||||
Net Income | 25,309,000 | 8,844,000 | 5,310,000 | 3,399,000 | 34,153,000 | 8,709,000 | ||
Dividends of Series A Convertible Preferred Stock | (1,197,000) | (1,684,000) | (2,381,000) | (3,328,000) | ||||
Net income attributable to common stock and participating securities | $ 24,112,000 | $ 3,626,000 | $ 31,772,000 | $ 5,381,000 | ||||
Weighted average shares outstanding basic and diluted | 20,915,421,000 | 15,863,652,000 | 20,992,651,000 | 16,029,599,000 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | $ 49,514,000 | $ 74,901,000 | ||||||
Change in fair value of warrant liabilities | $ 6,784,000 | $ 2,758,000 | 13,252,000 | 2,346,000 | ||||
Net cash provided by operating activities | 83,667,000 | 83,610,000 | ||||||
Net cash used in investing activities | (13,291,000) | (765,000) | ||||||
Net cash used in financing activities | (29,560,000) | (52,253,000) | ||||||
Net change in cash and cash equivalents | 40,816,000 | 30,592,000 | ||||||
Cash - Beginning | 63,512,000 | $ 31,458,000 | 63,512,000 | 31,458,000 | ||||
Cash - Ending | 104,328,000 | 62,050,000 | 104,328,000 | 62,050,000 | ||||
Revenue | 322,791,000 | 213,961,000 | 593,784,000 | 404,815,000 | ||||
New Vehicles Revenue [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenue | 201,560,000 | 129,398,000 | 368,971,000 | 231,842,000 | ||||
Pre-owned Vehicle Revenue [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenue | 88,653,000 | 62,107,000 | 166,123,000 | 126,851,000 | ||||
Parts Accessories And Related Services [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenue | 12,077,000 | 9,165,000 | 22,338,000 | 19,930,000 | ||||
Finance And Insurance Revenue [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenue | 19,738,000 | 12,763,000 | 34,346,000 | 24,035,000 | ||||
Campground And Other Revenue [Member] | ||||||||
Product Information [Line Items] | ||||||||
Revenue | 763,000 | 528,000 | 2,006,000 | 2,157,000 | ||||
Previously Reported [Member] | ||||||||
Product Information [Line Items] | ||||||||
Total Assets | 414,722,000 | 414,722,000 | ||||||
Total current liabilities | 149,211,000 | 149,211,000 | ||||||
Financing liability, non-current portion, net of debt discount | 71,403,000 | 71,403,000 | ||||||
Long term debt, non-current portion, net of debt discount | 15,679,000 | 15,679,000 | ||||||
Operating lease liability, non-current portion | 13,616,000 | 13,616,000 | ||||||
Deferred tax liability | 16,450,000 | 16,450,000 | ||||||
Warrant liabilities | ||||||||
Total liabilities | 266,359,000 | 266,359,000 | ||||||
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 | 64,221,000 | 64,221,000 | ||||||
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 | 78,712,000 | 78,712,000 | ||||||
Treasury Stock, at cost, 141,299 shares at June 30, 2020 | (499,000) | (499,000) | ||||||
Retained earnings | 5,929,000 | 5,929,000 | ||||||
Total stockholders’ equity | 84,142,000 | 84,142,000 | ||||||
Total liabilities and stockholders’ equity | 414,722,000 | 414,722,000 | ||||||
Income from Operations | 12,628,000 | 19,412,000 | ||||||
Loss on sale of property and equipment | (6,000) | (8,000) | ||||||
Interest expense | (2,018,000) | (4,513,000) | ||||||
Change in fair value of warrant liabilities | ||||||||
Total other expense | (2,024,000) | (4,521,000) | ||||||
Income before income tax expense | 10,604,000 | 14,891,000 | ||||||
Income tax expense | (2,536,000) | (3,836,000) | ||||||
Net Income | 8,068,000 | 11,055,000 | 11,055,000 | |||||
Dividends of Series A Convertible Preferred Stock | (1,684,000) | (3,328,000) | ||||||
Net income attributable to common stock and participating securities | $ 6,384,000 | $ 7,727,000 | ||||||
Basic and diluted income per share | $ 0.39 | $ 0.48 | ||||||
Weighted average shares outstanding basic and diluted | 9,715,677 | 9,736,133 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | 72,555,000 | |||||||
Change in fair value of warrant liabilities | ||||||||
Net cash provided by operating activities | 83,610,000 | |||||||
Net cash used in investing activities | (765,000) | |||||||
Net cash used in financing activities | (52,253,000) | |||||||
Net change in cash and cash equivalents | 30,592,000 | |||||||
Cash - Beginning | 31,458,000 | 31,458,000 | ||||||
Cash - Ending | 62,050,000 | 62,050,000 | ||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
Product Information [Line Items] | ||||||||
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 | 3,093,000 | 3,093,000 | ||||||
Total liabilities | 3,093,000 | 3,093,000 | ||||||
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 | ||||||||
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 | (8,991,000) | (8,991,000) | ||||||
Treasury Stock, at cost, 141,299 shares at June 30, 2020 | ||||||||
Retained earnings | 5,898,000 | 5,898,000 | ||||||
Total stockholders’ equity | (3,093,000) | (3,093,000) | ||||||
Total liabilities and stockholders’ equity | ||||||||
Income from Operations | ||||||||
Loss on sale of property and equipment | ||||||||
Interest expense | ||||||||
Change in fair value of warrant liabilities | (2,758,000) | (2,346,000) | (2,346,000) | |||||
Total other expense | (2,758,000) | (2,346,000) | ||||||
Income before income tax expense | (2,758,000) | (2,346,000) | ||||||
Income tax expense | ||||||||
Net Income | (2,758,000) | (2,346,000) | (2,346,000) | |||||
Dividends of Series A Convertible Preferred Stock | ||||||||
Net income attributable to common stock and participating securities | $ (2,758,000) | $ (2,346,000) | ||||||
Basic and diluted income per share | $ (0.14) | $ (0.10) | ||||||
Weighted average shares outstanding basic and diluted | 9,715,677 | 9,736,133 | ||||||
Change in fair value of warrant liabilities | $ 2,758,000 | 2,346,000 | $ 2,346,000 | |||||
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 | ||||||||
As Restated [Member] | ||||||||
Product Information [Line Items] | ||||||||
Income from Operations | 12,628,000 | 19,412,000 | ||||||
Loss on sale of property and equipment | (6,000) | (8,000) | ||||||
Interest expense | (2,018,000) | (4,513,000) | ||||||
Change in fair value of warrant liabilities | (2,758,000) | (2,346,000) | (2,346,000) | |||||
Total other expense | (4,782,000) | (6,867,000) | ||||||
Income before income tax expense | 7,846,000 | 12,545,000 | ||||||
Income tax expense | (2,536,000) | (3,836,000) | ||||||
Net Income | 5,310,000 | 8,709,000 | 8,709,000 | |||||
Dividends of Series A Convertible Preferred Stock | (1,684,000) | (3,328,000) | ||||||
Net income attributable to common stock and participating securities | $ 3,626,000 | $ 5,381,000 | ||||||
Basic and diluted income per share | $ 0.25 | $ 0.38 | ||||||
Weighted average shares outstanding basic and diluted | 9,715,677 | 9,736,133 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | 72,555,000 | |||||||
Change in fair value of warrant liabilities | $ 2,758,000 | 2,346,000 | $ 2,346,000 | |||||
Net cash provided by operating activities | 83,610,000 | |||||||
Net cash used in investing activities | (765,000) | |||||||
Net cash used in financing activities | (52,253,000) | |||||||
Net change in cash and cash equivalents | 30,592,000 | |||||||
Cash - Beginning | $ 31,458,000 | 31,458,000 | ||||||
Cash - Ending | $ 62,050,000 | $ 62,050,000 |
SCHEDULE OF DISAGGREGATION OF_2
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
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 | $ 60,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,854,477 | 9,656,041 | 8,548,524 |
Common stock, shares outstanding | 10,713,178 | 9,514,742 | 8,407,225 |
Treasury stock, shares | 141,299 | 141,299 | 141,299 |
SCHEDULE OF REVENUE RECOGNIZED
SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Gross finance and insurance revenues | $ 21,866 | $ 13,917 | $ 37,921 | $ 26,500 |
Additions to charge-back allowance | (2,128) | (1,154) | (3,575) | (2,465) |
Net Finance Revenue | $ 19,738 | $ 12,763 | $ 34,346 | $ 24,035 |
SUMMARY OF NET INCOME (LOSS) AT
SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Net earnings allocated to common stock and participating securities | $ 24,112 | $ 3,626 | $ 31,772 | $ 5,381 |
Weighted average shares outstanding for basic earning per common share | 10,977,852 | 9,715,677 | 10,937,417 | 9,736,133 |
Dilutive effect of warrants and options | 1,730,719 | 1,730,719 | ||
Weighted average shares outstanding for diluted earnings per share computation | 20,915,421 | 9,715,677 | 20,992,651 | 9,736,133 |
Basic income per common share | $ 1.69 | $ 0.25 | $ 2.23 | $ 0.38 |
Diluted income per common share | $ 1.21 | $ 0.25 | $ 1.63 | $ 0.38 |
Common Stockholder [Member] | ||||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||||
Distributed earning allocated to common stock | ||||
Undistributed earnings allocated to common stock | 18,506 | 2,473 | 24,345 | 3,741 |
Net earnings allocated to common stock | 18,506 | 2,473 | 24,345 | 3,741 |
Net earnings allocated to participating securities | 5,606 | 1,153 | 7,427 | 1,640 |
Net earnings allocated to common stock and participating securities | $ 24,112 | $ 3,626 | $ 31,772 | $ 5,381 |
Weighted average shares outstanding for basic earning per common share | 10,677,495 | 8,376,178 | 10,637,060 | 8,396,634 |
Dilutive effect of warrants and options | 300,357 | 1,339,499 | 300,357 | 1,339,499 |
Weighted average shares outstanding for diluted earnings per share computation | 10,977,852 | 9,715,677 | 10,937,417 | 9,736,133 |
Basic income per common share | $ 1.69 | $ 0.25 | $ 2.23 | $ 0.38 |
Diluted income per common share | $ 1.21 | $ 0.25 | $ 1.63 | $ 0.38 |
SCHEDULE OF DENOMINATOR OF BASI
SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Weighted average outstanding common shares | 10,677,495 | 8,376,178 | 10,637,060 | 8,396,634 |
Weighted average prefunded warrants | 300,357 | 1,339,499 | 300,357 | 1,339,499 |
Weighted shares outstanding - basic | 10,977,852 | 9,715,677 | 10,937,417 | 9,736,133 |
SCHEDULE OF DENOMINATOR OF DILU
SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Weighted average outstanding common shares | 10,677,495 | 8,376,178 | 10,637,060 | 8,396,634 |
Weighted average prefunded warrants | 300,357,000 | 1,339,499,000 | 300,357,000 | 1,339,499,000 |
Weighted average warrants | 1,730,719 | 1,730,719 | ||
Weighted average options | 2,125,161,000 | 2,125,161,000 | ||
Weighted average convertible preferred stock | 6,081,689,000 | 6,147,975,000 | 6,199,354,000 | 6,293,466,000 |
Weighted shares outstanding - basic and diluted | 20,915,421,000 | 15,863,652,000 | 20,992,651,000 | 16,029,599,000 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS | 8,671,217 | 8,671,217 | ||
Series A Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS | ||||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS | 4,677,458 | 4,677,458 | ||
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS | 3,993,759 | 3,993,759 |
SCHEDULE OF GEOGRAPHIC CONCENTR
SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE (Details) - Geographic Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
FLORIDA | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 46.00% | 61.00% | 51.00% | 68.00% |
COLORADO | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 13.00% | 17.00% | 12.00% | 14.00% |
AZERBAIJAN | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 13.00% | 12.00% | ||
Concentration risk percentage, description | <10 | <10 | ||
TENNESSEE | ||||
Product Information [Line Items] | ||||
Concentration risk percentage | 16.00% | 14.00% | ||
Concentration risk percentage, description | <10 | <10 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2021 | Apr. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jul. 14, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||||||||
Net income | $ 25,309,000 | $ 8,844,000 | $ 5,310,000 | $ 3,399,000 | $ 34,153,000 | $ 8,709,000 | ||||
Accrued charge-backs | $ 7,028,000 | 7,028,000 | 7,028,000 | $ 5,553,000 | ||||||
Contract liabilities | 4,361,000 | 4,361,000 | 4,361,000 | |||||||
Lifo inventory value exceeds | 5,691,000 | 5,691,000 | 5,691,000 | 3,627,000 | ||||||
Dividends payable | 1,197,000 | 1,197,000 | 1,197,000 | $ 1,210,000 | ||||||
Understatement in earnings per share | $ 0.06 | $ 0.07 | ||||||||
Advertising and promotion costs | $ 5,201,000 | $ 2,862,000 | 9,613,000 | $ 7,221,000 | ||||||
Subsequent Event [Member] | Amended and Restated Credit Agreement [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Credit facility | $ 369,100,000 | |||||||||
Subsequent Event [Member] | Amended and Restated Credit Agreement [Member] | Interest Rate Floor [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Credit facility | $ 327,000,000 | |||||||||
Paycheck Protection Program Loans [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Proceeds from loans | 8,704,000 | |||||||||
Loan forgiveness | 6,626,000 | $ 6,626,000 | ||||||||
Covid Nineteen [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Reduction of workforce percentage | 25.00% | |||||||||
Vendor One [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 40.90% | 35.00% | 44.40% | 31.50% | ||||||
Vendor Two [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 28.40% | 22.50% | 28.40% | 21.20% | ||||||
Vendor Three [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 25.60% | 21.50% | 22.40% | 20.20% | ||||||
Vendor Four [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 16.90% | 19.00% | ||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Dividends payable | $ 1,197,000 | $ 1,197,000 | $ 1,197,000 | |||||||
Convertible preferred stock converted into common stock | 5,962,733 | |||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Net income | $ (2,758,000) | $ (2,346,000) | $ (2,346,000) | |||||||
Previously Reported [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Net income | $ 8,068,000 | $ 11,055,000 | $ 11,055,000 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Entity Listings [Line Items] | |||
Inventories | $ 3,590 | $ 18,932 | |
Accounts receivable and prepaid expenses | 150 | 1,167 | |
Property and equipment | 392 | 5,417 | |
Intangible assets | 1,220 | 8,480 | |
Total assets acquired | 5,352 | 33,996 | |
Accounts payable, accrued expenses and other current liabilities | 748 | 1,004 | |
Floor plan notes payable | 2,443 | 20,855 | |
Total liabilities assumed | 3,191 | 21,859 | |
Net assets acquired | $ 2,161 | $ 12,137 | $ 12,137 |
SCHEDULE OF FAIR VALUE OF CONSI
SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Entity Listings [Line Items] | ||
Purchase Price: | $ 4,302 | $ 16,653 |
Note payable issued to former owners | 1,600 | |
Total consideration | $ 4,302 | $ 18,253 |
SCHEDULE OF GOODWILL ASSOCIATED
SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Entity Listings [Line Items] | |||
Goodwill | $ 47,919 | $ 45,095 | |
Acquisition of Dealership [Member] | |||
Entity Listings [Line Items] | |||
Total consideration | 4,302 | $ 18,253 | |
Less net assets acquired | 2,161 | 12,137 | $ 12,137 |
Goodwill | $ 2,141 | $ 6,116 |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED (Details) - Acquisition of Dealership [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Customer Lists [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 470 |
Intangible Assets, Weighted Average Amortization Period in Years | 10 years |
Dealer Agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 9,000 |
Intangible Assets, Weighted Average Amortization Period in Years | 10 years |
Noncompete Agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 230 |
Intangible Assets, Weighted Average Amortization Period in Years | 5 years |
SCHEDULE OF PRO FORMA FINANCIAL
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Entity Listings [Line Items] | ||||
Revenue | $ 322,791 | $ 240,670 | $ 600,117 | $ 459,725 |
Income before income taxes | 34,805 | 8,134 | 49,173 | 12,160 |
Net income | $ 25,718 | $ 5,538 | $ 34,623 | $ 8,754 |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - USD ($) $ in Thousands | Dec. 01, 2020 | Jun. 30, 2021 | Jun. 30, 2021 |
Statement Line Items | |||
Business Acquisition [Line Items] | |||
Revenue related to acquisitions | $ 53,119 | $ 83,237 | |
Net loss prior to income taxes related to acquisitions | $ 7,091 | $ 9,701 | |
Asset Purchase Agreement [Member] | Camp Land Inc [Member] | |||
Business Acquisition [Line Items] | |||
Debt instrument, maturity date | Jan. 5, 2025 | ||
Payments of principal and interest | $ 435 | ||
Debt instrument, interest rate | 3.35% |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventories, gross | $ 92,947 | $ 119,894 |
Less: excess of current cost over LIFO | (5,691) | (3,627) |
Inventories, net | 87,256 | 116,267 |
New Recreational Vehicles [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 55,900 | 92,434 |
Pre-owned Recreational Vehicles [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 31,453 | 22,967 |
Parts Accessoriesand Other [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | $ 5,594 | $ 4,493 |
SCHEDULE OF ACCOUNTS PAYABLE, A
SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 27,557 | $ 18,077 |
Other accrued expenses | 5,963 | 4,713 |
Customer deposits | 9,299 | 6,002 |
Accrued compensation | 5,768 | 4,311 |
Accrued charge-backs | 7,028 | 5,553 |
Accrued interest | 83 | 125 |
Total | $ 55,698 | $ 38,781 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Lessee Disclosure [Abstract] | |
Remaining nine months ending December 31, 2021 | $ 2,009 |
2022 | 3,792 |
2023 | 3,589 |
2024 | 2,699 |
2025 | 1,979 |
Thereafter | 2,181 |
Total lease payments | 16,249 |
Less: Imputed Interest | 1,881 |
Present value of lease liabilities | $ 14,368 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Lessee Disclosure [Abstract] | |
Operating cash flows for operating leases | $ 1,961 |
Operating leases | 656 |
Finance lease | 24 |
ROU assets obtained in exchange for lease liabilities | $ 680 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | Mar. 10, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | May 19, 2020 |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Lease term | 12 months | ||||
Property and equipment | $ 111,925 | $ 106,320 | |||
Weighted-average remaining lease term | 4 years 9 months 18 days | ||||
Weighted-average discount rate of operating leases | 5.00% | ||||
Operating lease cost | $ 1,961 | ||||
Short term leases | 0 | ||||
Proceeds from sale of property | $ 3 | $ 4,963 | |||
L D Murfreesboro T N Landlord L L C [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Proceeds from sale of land | $ 4,921 | ||||
Cars D B Thirteen L L C [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Proceeds from sale of property | $ 4,800 | ||||
Korges Enterprises Inc [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Property and equipment | $ 4,015 | ||||
Financing liability offset amount | $ 4,015 | ||||
Maximum [Member] | |||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |||||
Lease renewal terms | 20 years |
SCHEDULE OF FLOOR PLAN NOTES PA
SCHEDULE OF FLOOR PLAN NOTES PAYABLE (Details) - Floor Plan Notes Payable [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Floor plan notes payable, gross | $ 63,980 | $ 105,486 |
Debt discount | (67) | (87) |
Floor plan notes payable, net of debt discount | $ 63,913 | $ 105,399 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | Jun. 14, 2021 | Feb. 13, 2021 | Feb. 13, 2021 | May 04, 2020 | Apr. 30, 2020 | Apr. 28, 2020 | Mar. 06, 2020 | Mar. 15, 2018 | Jun. 30, 2021 | Jun. 30, 2021 | Jul. 14, 2021 |
Paycheck Protection Program Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument maturity date | May 4, 2020 | Apr. 30, 2020 | Apr. 29, 2022 | ||||||||
Notes payable | $ 6,831 | ||||||||||
Proceeds from notes payable | $ 637 | $ 1,236 | |||||||||
Debt instrument interest rate | 1.00% | ||||||||||
Loans forgiven | $ 6,626 | $ 6,626 | |||||||||
Amended and Restated Credit Agreement [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 369,100 | ||||||||||
Amended and Restated Credit Agreement [Member] | Subsequent Event [Member] | Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | 11,300 | ||||||||||
Amended and Restated Credit Agreement [Member] | Subsequent Event [Member] | Mortgage Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | 5,800 | ||||||||||
Amended and Restated Credit Agreement [Member] | Subsequent Event [Member] | Interest Rate Floor [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | 327,000 | ||||||||||
M&T Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 200,000 | ||||||||||
Line of credit facility, expiration date | Mar. 15, 2021 | ||||||||||
Line of credit facility, extended expiration date | Sep. 15, 2021 | Jun. 15, 2021 | |||||||||
Outstanding balance | $ 5,855 | $ 5,855 | |||||||||
Interest rate | 2.375% | 2.375% | |||||||||
Maximum amount of cash dividends | $ 49,523 | $ 49,523 | |||||||||
M&T Facility [Member] | Third Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 6,136 | ||||||||||
Line of credit facility, expiration date | Mar. 15, 2021 | ||||||||||
Line of credit facility, extended expiration date | Sep. 15, 2021 | Jun. 15, 2021 | |||||||||
Repayments of loan monthly installments | $ 30 | ||||||||||
M&T Facility [Member] | Third Amendment [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.25% | ||||||||||
M&T Facility [Member] | Third Amendment [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 1.25% | ||||||||||
Revolving Credit Facility [Member] | Amended and Restated Credit Agreement [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 25,000 | ||||||||||
M&T Floor Plan Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 175,000 | $ 175,000 | |||||||||
Line of credit rate description | The Base Rate is defined in the M&T Facility as the highest of M&T’s prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. | 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] | Vehicles [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 2.10425% | 2.10425% | |||||||||
M&T Floor Plan Line of Credit [Member] | Pre Owned Vehicle Inventory [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 45,000 | $ 45,000 | |||||||||
M&T Floor Plan Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.00% | ||||||||||
M&T Floor Plan Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.30% | ||||||||||
M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 1.00% | ||||||||||
M&T Floor Plan Line of Credit [Member] | Base Rate [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 1.30% | ||||||||||
M&T Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of loan monthly installments | $ 242 | ||||||||||
Interest rate | 2.375% | 2.375% | |||||||||
Term loan | 20,000 | $ 11,300 | $ 11,300 | ||||||||
Debt instrument maturity date | Jun. 15, 2021 | ||||||||||
Principal balloon payment | $ 11,300 | ||||||||||
M&T Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.25% | ||||||||||
M&T Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 3.00% | ||||||||||
M&T Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 1.25% | ||||||||||
M&T Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.00% | ||||||||||
M&T Revolver [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 5,000 | $ 5,000 | |||||||||
M&T Revolver [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit commitments percentage | 0.25% | ||||||||||
M&T Revolver [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit commitments percentage | 0.50% | ||||||||||
M&T Revolver [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.25% | ||||||||||
M&T Revolver [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 3.00% | ||||||||||
M&T Revolver [Member] | Base Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 1.25% | ||||||||||
M&T Revolver [Member] | Base Rate [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for federal and state income taxes | $ 9,496 | $ 2,536 | $ 14,973 | $ 3,836 |
Effective tax rates, percentage | 27.30% | 32.30% | 30.50% | 30.60% |
Federal statutory rate, percentage | 21.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended |
May 31, 2018 | Jun. 30, 2021 | |
Chief Financial Officer [Member] | Employee Relocation [Member] | ||
Loss Contingencies [Line Items] | ||
Relocation allowance | $ 100 | |
Chief Financial Officer [Member] | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Percentage of target bonus on base salary | 150.00% | |
Non Employee Members [Member] | ||
Loss Contingencies [Line Items] | ||
Annual cash compensation | $ 50 | |
Committee of Board of Directors [Member] | ||
Loss Contingencies [Line Items] | ||
Annual cash compensation | 5 | |
Chairmanof Any Committees [Member] | ||
Loss Contingencies [Line Items] | ||
Annual cash compensation | 10 | |
Employment Agreement [Member] | Chief Executive Officer [Member] | ||
Loss Contingencies [Line Items] | ||
Initial base salary | $ 540 | |
Percentage of target bonus on base salary | 100.00% | |
Employment Agreement [Member] | Chief Financial Officer [Member] | ||
Loss Contingencies [Line Items] | ||
Initial base salary | $ 325 | |
Percentage of target bonus on base salary | 75.00% |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) $ / shares in Units, $ in Thousands | Mar. 15, 2018USD ($)$ / sharesshares | Mar. 15, 2018USD ($)$ / sharesshares | Mar. 15, 2018USD ($)$ / sharesshares | Mar. 15, 2018USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock conversion price per share | $ 9.72 | $ 9.72 | $ 9.72 | $ 9.72 | ||
Market price per share on the date of issuance | $ 10.29 | $ 10.29 | $ 10.29 | $ 10.29 | ||
Beneficial conversion feature on series a convertible preferred stock | $ | $ 3,392 | |||||
Reduction in preferred stock | $ | $ 2,035 | |||||
Dividends payable | $ | $ 1,197 | $ 1,210 | ||||
Measurement Input, Expected Term [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value assumptions, measurement input, term | 5 years | |||||
Measurement Input, Price Volatility [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value assumptions, measurement input, percentages | 0.39 | 0.39 | 0.39 | 0.39 | ||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value assumptions, measurement input, percentages | 0.0261 | 0.0261 | 0.0261 | 0.0261 | ||
Measurement Input, Expected Dividend Rate [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value assumptions, measurement input, percentages | 0 | 0 | 0 | 0 | ||
Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrant redemption price per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common Stock [Member] | Exceeds Price Point [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock market price per share | $ 24 | $ 24 | $ 24 | $ 24 | ||
Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrant to purchase common shares | shares | 300,357 | |||||
Warrant exercise price | $ 0.01 | |||||
Placement Agent [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||
Warrant to purchase common shares | shares | 178,882 | 178,882 | 178,882 | 178,882 | ||
Warrant exercise price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||
Aggregate offering costs | $ | $ 2,981 | $ 2,981 | $ 2,981 | $ 2,981 | ||
Placement Agent [Member] | Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Fair value of warrants | $ | $ 632 | |||||
Series A Preferred Stock One [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Weighted average price trading price after second anniversary force conversion | $ 25 | $ 25 | $ 25 | $ 25 | ||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||
Warrant to purchase common shares | shares | 596,273 | 596,273 | 596,273 | 596,273 | ||
Warrant exercise price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||
Private Placement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of stock consideration | $ | $ 94,800 | |||||
Private Placement [Member] | Series A Preferred Stock One [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares issued | shares | 600,000 | |||||
Number of shares issued, value | $ | $ 60,000 | |||||
Preferred stock conversion price per share | $ 10.0625 | $ 10.0625 | $ 10.0625 | $ 10.0625 | ||
Preferred stock dividend rate percentage | 8.00% | |||||
Issue price of preferred stock | $ | $ 100 | $ 100 | $ 100 | $ 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 One [Member] | Maximum [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock dividend rate percentage | 11.00% | |||||
Private Placement [Member] | Series A Preferred Stock One [Member] | Boardof Directors [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of preferred stock owned | shares | 500,000 | 500,000 | 500,000 | 500,000 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Shares Underlying Warrants, Outstanding, Beginning balance | shares | 4,632,087 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 11.50 |
Shares Underlying Warrants, Granted | shares | |
Weighted Average Exercise Price Granted | $ / shares | |
Shares Underlying Warrants, Cancelled or Expired | shares | |
Weighted Average Exercise Price Cancelled or Expired | $ / shares | |
Shares Underlying Warrants, Exercised | shares | (1,127,258) |
Weighted Average Exercise Price Exercised | $ / shares | |
Shares Underlying Warrants, Outstanding, Ending balance | shares | 3,504,829 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 11.50 |
SCHEDULE OF FAIR VALUES FOR OUT
SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Total warrant liabilties | $ 17,652 | $ 15,096 |
PIPE Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilties | 15,525 | 13,716 |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilties | $ 2,127 | $ 1,380 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Shares Underlying Options, Outstanding, Beginning balance | 4,063,362 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 10.60 | |
Shares Underlying Options, Granted | 20,000 | 530,000 |
Weighted Average Exercise Price, Granted | $ 23.11 | |
Shares Underlying Options, Cancelled or terminated | ||
Weighted Average Exercise Price, Cancelled or terminated | ||
Shares Underlying Options, Exercised | (71,196) | |
Weighted Average Exercise Price, Exercised | $ 9.88 | |
Shares Underlying Options, Outstanding, Ending balance | 4,012,166 | 4,063,362 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 10.69 | $ 10.60 |
Weighted Average Remaining Contractual Life, Outstanding, Ending balance | 2 years 2 months 1 day | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 45,389 | |
Shares Underlying Options, Vested, Ending balance | 1,851,039 | |
Weighted Average Exercise Price, Vested, Ending balance | $ 10.95 | |
Weighted Average Remaining Contractual Life, Vested, Ending balance | 1 year 10 months 6 days | |
Aggregate Intrinsic Value, Vested, Ending balance | $ 32,922 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Risk free interest rate | 0.77% | |
Expected term (years) | 3 years 6 months | |
Expected volatility | 81.00% | |
Expected dividends | 0.00% | 0.00% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 17, 2021 | May 20, 2020 | Jun. 15, 2018 | May 16, 2018 | May 07, 2018 | Mar. 16, 2018 | Mar. 15, 2018 | Mar. 15, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | May 20, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
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 | $ 311 | $ 340 | $ 683 | $ 1,020 | ||||||||||
Gross proceeds from warrant exercises | 11,582 | |||||||||||||
Inducement loss on warrant conversion | $ 246 | |||||||||||||
Number of shares options granted | 20,000 | 530,000 | ||||||||||||
Fair value of the options issued | 3 years 6 months | |||||||||||||
Expected risk-free rate, minimum | 0.25% | |||||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||
Expected annual volatility, minimum | 55.00% | |||||||||||||
Stock based compensation related to awards with market conditions | 22 | 220 | $ 96 | 774 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.43% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 73.00% | |||||||||||||
Stock based compensation related to awards with service conditions | $ 185 | $ 91 | $ 381 | $ 179 | ||||||||||
Minimum [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Fair value of the options issued | 3 years 6 months | |||||||||||||
Maximum [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Fair value of the options issued | 3 years 9 months | |||||||||||||
Employees [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options exercise price per share | $ 23.11 | $ 23.11 | ||||||||||||
Fair value of the options issued | $ 15,004 | $ 257 | $ 1,915 | |||||||||||
Fair value of the options issued | 5 years | |||||||||||||
Expected risk-free rate, minimum | 2.62% | |||||||||||||
Expected dividend yield | 0.00% | |||||||||||||
Expected annual volatility, minimum | 42.80% | |||||||||||||
Stock options vesting term | 3 years | 4 years | ||||||||||||
[custom:StockOptionExercisePriceDescription] | The options have an exercise price of $7.91, $8.50 or $14.68. | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | 5 years | ||||||||||||
Warrant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of warrant to purchase shares of common stock | 300,357 | 300,357 | ||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | ||||||||||||
Warrant [Member] | Two Institutional Investors [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of securities into which the class of warrant converted | 1,005,308 | |||||||||||||
Number of shares issued | 1,005,308 | |||||||||||||
Gross proceeds from warrant exercises | $ 11,315,250 | |||||||||||||
Five Year Incentive Stock Options [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares options granted | 3,573,113 | |||||||||||||
Stock options exercise price per share | $ 11.10 | |||||||||||||
Fair value of the options issued | $ 2,357 | |||||||||||||
Fair value of the options issued | 5 years | |||||||||||||
Expected risk-free rate, minimum | 2.74% | |||||||||||||
Expected dividend yield | 0.00% | |||||||||||||
Expected annual volatility, minimum | 54.70% | |||||||||||||
Five Year Incentive Stock Options [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options exercise price per share | $ 13.125 | |||||||||||||
Stock option vesting percentage | 30.00% | |||||||||||||
Stock options vesting term | 8 months 26 days | 11 months 19 days | ||||||||||||
Five Year Incentive Stock Options [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options exercise price per share | $ 17.50 | |||||||||||||
Stock option vesting percentage | 30.00% | |||||||||||||
Stock options vesting term | 1 year 7 months 20 days | 1 year 9 months | ||||||||||||
Five Year Incentive Stock Options [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options exercise price per share | $ 21.875 | |||||||||||||
Stock option vesting percentage | 30.00% | |||||||||||||
Stock options vesting term | 2 years 2 months 26 days | 2 years 1 month 24 days | ||||||||||||
Five Year Incentive Stock Options [Member] | Share Based Compensation Award Tranche Four [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock options exercise price per share | $ 35 | |||||||||||||
Stock option vesting percentage | 10.00% | |||||||||||||
Stock options vesting term | 3 years 1 month 17 days | 2 years 11 months 15 days | ||||||||||||
C E O Stock Options [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares options granted | 1,458,414 | |||||||||||||
CFO Stock Options [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares options granted | 583,366 | 583,366 | ||||||||||||
Former C F O Stock Options [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of options forfeited | 583,366 | |||||||||||||
Stock Options [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Compensation cost unrecognized | $ 1,993 | $ 1,993 | ||||||||||||
Weighted average service period | 2 years 7 months 2 days | |||||||||||||
2018 Long-Term Incentive Equity Plan [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
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 | 279,557 | 279,557 | 600,000 | |||||||||||
2018 Long-Term Incentive Equity Plan [Member] | Increased Plan By Formula [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Maximum percentage on options may be issued | 18.00% | |||||||||||||
2019 Employee Stock Purchase Plan [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
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. | |||||||||||||
Stock based compensation | $ 104 | $ 206 |
SCHEDULE OF FAIR VALUE ADJUSTME
SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR THE PRIVATE WARRANTS LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | $ 17,652 | $ 15,096 | $ 3,093 |
Private Warrant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | 2,127 | 1,380 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | 13,716 | ||
Fair Value, Inputs, Level 1 [Member] | Private Warrant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | 15,525 | ||
Fair Value, Inputs, Level 2 [Member] | Private Warrant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | |||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | 2,127 | 1,380 | |
Fair Value, Inputs, Level 3 [Member] | Private Warrant [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | 2,127 | 1,380 | |
PIPE Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | 15,525 | 13,716 | |
PIPE Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | 15,525 | 13,716 | |
PIPE Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant | |||
PIPE Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021$ / shares | Dec. 31, 2020$ / shares | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, price per share | $ 22 | $ 16.25 |
Measurement Input Strike Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, price per share | $ 11.50 | $ 11.50 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, term | 1 year 8 months 15 days | 2 years 2 months 12 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, percentage | 0.913 | 0.812 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, percentage | 0.0020 | 0.0014 |
Measurement Input Expected Dividend Yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, percentage | 0 | 0 |
Measurement Input Fair Value Of Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, price per share | $ 6.86 | $ 4.45 |
SCHEDULE OF FAIR VALUE MEASURED
SCHEDULE OF FAIR VALUE MEASURED LIABILITIES (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
PIPE Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value beginning | $ 13,717 |
Exercise or conversion | (10,697) |
Measurement adjustment | 12,505 |
Fair value ending | 15,525 |
Private Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value beginning | 1,380 |
Exercise or conversion | |
Measurement adjustment | 747 |
Fair value ending | $ 2,127 |