Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 09, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2021 | |||
Document Fiscal Period Focus | FY | |||
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 | 4042 Park Oaks Blvd | |||
Entity Address, Address Line Two | Suite 350 | |||
Entity Address, City or Town | Tampa | |||
Entity Address, State or Province | FL | |||
Entity Address, Postal Zip Code | 33610 | |||
City Area Code | (813) | |||
Local Phone Number | 246-4999 | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |||
Trading Symbol | LAZY | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
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 Public Float | $ 7,348,822 | |||
Entity Common Stock, Shares Outstanding | 13,747,932 | |||
Documents Incorporated by Reference [Text Block] | Certain portions of the registrant’s definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 for its 2022 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this report, are incorporated by reference into Part III of this report | |||
ICFR Auditor Attestation Flag | true | |||
Auditor Firm ID | 49 | 688 | ||
Auditor Name | RSM US LLP | Marcum LLP | ||
Auditor Location | Orlando, Florida | Melville, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 98,120 | $ 63,512 |
Receivables, net of allowance for doubtful accounts of $456 and $659 at December 31, 2021 and December 31, 2020, respectively | 30,604 | 19,464 |
Inventories | 242,906 | 116,267 |
Income tax receivable | 1,302 | 1,898 |
Prepaid expenses and other | 2,703 | 2,740 |
Total current assets | 375,635 | 203,881 |
Property and equipment, net | 120,748 | 106,320 |
Operating lease assets | 32,004 | 15,472 |
Goodwill | 80,318 | 45,095 |
Intangible assets, net | 87,800 | 72,757 |
Other assets | 1,623 | 473 |
Total assets | 698,128 | 443,998 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 58,999 | 38,781 |
Dividends payable | 1,210 | 1,210 |
Floor plan notes payable, net of debt discount | 192,220 | 105,399 |
Financing liability, current portion | 1,970 | 1,462 |
Long-term debt, current portion | 5,510 | 24,161 |
Operating lease liability, current portion | 6,441 | 3,164 |
Total current liabilities | 266,350 | 174,177 |
Long term liabilities | ||
Financing liability, non-current portion, net of debt discount | 102,466 | 78,634 |
Long term debt, non-current portion, net of debt discount | 13,684 | 8,445 |
Operating lease liability, non-current portion | 25,563 | 12,056 |
Deferred income tax liability | 13,663 | 15,091 |
Warrant liabilities | 15,293 | 15,096 |
Total liabilities | 437,019 | 303,499 |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2021 and December 31, 2020; liquidation preference of $60,000 as of December 31, 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; 13,694,417 and 9,656,041 shares issued and 12,987,105 and 9,514,742 outstanding at December 31, 2021 and December 31, 2020, respectively | ||
Additional paid-in capital | 121,831 | 71,226 |
Treasury Stock, at cost, 707,312 and 141,299 shares at December 31, 2021 and December 31, 2020, respectively | (12,515) | (499) |
Retained earnings | 96,810 | 14,789 |
Total stockholders’ equity | 206,126 | 85,516 |
Total liabilities and stockholders’ equity | $ 698,128 | $ 443,998 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 456 | $ 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 | 13,694,417 | 9,656,041 |
Common stock, shares outstanding | 12,987,105 | 9,514,742 |
Treasury stock, shares | 707,312 | 141,299 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | ||
Total revenues | $ 1,235,048 | $ 817,110 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | 910,268 | 638,128 |
Transaction costs | 1,744 | 935 |
Depreciation and amortization | 14,411 | 11,262 |
Stock-based compensation | 750 | 1,566 |
Selling, general, and administrative expenses | 183,781 | 117,688 |
Income from operations | 124,094 | 47,531 |
Other income/expenses | ||
PPP loan forgiveness | 6,626 | |
Interest expense | (8,500) | (8,047) |
Change in fair value of warrant liabilities | (11,711) | (14,494) |
Inducement Loss on Warrant Conversion | (246) | |
Total other expense | (13,831) | (22,541) |
Income before income tax expense | 110,263 | 24,990 |
Income tax expense | (28,242) | (10,364) |
Net income | 82,021 | 14,626 |
Dividends on Series A Convertible Preferred Stock | (4,801) | (6,283) |
Net income attributable to common stock and participating securities | $ 77,220 | $ 8,343 |
EPS: | ||
Basic | $ 4.43 | $ 0.50 |
Diluted | $ 3.74 | $ 0.41 |
Weighted average shares outstanding: | ||
Basic | 11,402,655 | 9,809,783 |
Diluted | 19,540,031 | 18,089,257 |
New And Preowned Vehicles [Member] | ||
Revenues | ||
Total revenues | $ 1,111,921 | $ 729,872 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | 883,314 | 615,954 |
Other [Member] | ||
Revenues | ||
Total revenues | 123,127 | 87,238 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | $ 26,954 | $ 22,174 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Adjustments to LIFO reserve | $ 4,811 | $ 93 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at December 31, 2020 (Restated) 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 | 1,566 | 1,566 | |||
Repurchase of treasury stock | $ (185) | (185) | |||
Treasury Stock, Shares, Acquired | 63,299 | ||||
Conversion of warrants and options | 774 | 774 | |||
Conversion of warrants and options, shares | 1,107,181 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | 335 | 335 | |||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 42,194 | ||||
Dividends on Series A preferred stock | (1,644) | (4,639) | (6,283) | ||
Net income | 14,626 | 14,626 | |||
Ending balance, value at Dec. 31, 2020 | $ (499) | 71,226 | 14,789 | 85,516 | |
Ending Balance, shares at Dec. 31, 2020 | 9,656,041 | 141,299 | |||
Stock-based compensation | 750 | 750 | |||
Repurchase of treasury stock | $ (12,016) | (12,016) | |||
Treasury Stock, Shares, Acquired | 566,013 | ||||
Conversion of warrants and options | 54,018 | 54,018 | |||
Conversion of warrants and options, shares | 3,940,770 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | 638 | 638 | |||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 97,606 | ||||
Dividends on Series A preferred stock | (4,801) | (4,801) | |||
Net income | 82,021 | 82,021 | |||
Ending balance, value at Dec. 31, 2021 | $ (12,515) | $ 121,831 | $ 96,810 | $ 206,126 | |
Ending Balance, shares at Dec. 31, 2021 | 13,694,417 | 707,312 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net income | $ 82,021 | $ 14,626 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock based compensation | 750 | 1,566 |
Bad debt expense | 128 | 320 |
Depreciation and amortization of property and equipment | 8,386 | 6,682 |
Amortization of operating lease assets | 3,632 | |
Amortization of intangible assets | 6,025 | 4,580 |
Amortization of debt discount | 261 | 109 |
Non-cash lease expense | 80 | 186 |
(Gain) Loss on sale of property and equipment | (156) | 7 |
Deferred income taxes | (1,428) | (1,360) |
PPP loan forgiveness | (6,626) | |
Change in fair value of warrant liabilities | 11,711 | 14,494 |
Inducement loss on warrant conversion | 246 | |
Changes in operating assets and liabilities: | ||
Receivables | (8,473) | (2,396) |
Inventories | (105,511) | 63,357 |
Prepaid expenses and other | 37 | 426 |
Income tax receivable/payable | 595 | (1,572) |
Other assets | (1,130) | (215) |
Accounts payable, accrued expenses and other current liabilities | 15,855 | 10,192 |
Operating lease liability | (3,567) | |
Total Adjustments | (79,250) | 96,441 |
Net Cash Provided By Operating Activities | 2,771 | 111,067 |
Cash Flows From Investing Activities | ||
Cash paid for acquisitions | (63,036) | (16,653) |
Proceeds from sales of property and equipment | 174 | 4,970 |
Purchases of property and equipment | (21,264) | (18,641) |
Net Cash Used In Investing Activities | (84,126) | (30,324) |
Cash Flows From Financing Activities | ||
Net borrowings (repayments) under M&T bank floor plan | 73,097 | (59,442) |
Borrowings under Houston mortgage with M&T bank | 14,840 | |
Repayment of long term debt with M&T bank | (4,250) | (2,303) |
Proceeds from financing liability | 26,226 | 12,772 |
Repayments of financing liability | (1,843) | (1,101) |
Payment of dividends on Series A preferred stock | (4,801) | (10,983) |
Repurchase of Treasury Stock | (12,016) | (185) |
Proceeds from shares issued pursuant to the Employee Stock Purchase Plan | 714 | 335 |
Proceeds from exercise of warrants | 11,582 | |
Proceeds from exercise of stock options | 30,675 | 629 |
Repayments of acquisition notes payable | (2,501) | (3,102) |
Loan issuance costs | (920) | (149) |
Net Cash Provided By (Used In) Financing Activities | 115,963 | (48,689) |
Net Increase In Cash | 34,608 | 32,054 |
Cash - Beginning | 63,512 | 31,458 |
Cash - Ending | 98,120 | 63,512 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 7,301 | 8,176 |
Cash paid during the period for income taxes net of refunds received | 29,070 | 13,296 |
Non-Cash Investing and Financing Activities | ||
Fixed assets purchased with accounts payable | 203 | 3,534 |
Accrued dividends on Series A Preferred Stock | 1,210 | 1,210 |
Operating lease assets - ASC 842 adoption | (17,781) | |
Operating lease liabilities - ASC 842 adoption | 17,845 | |
Operating lease assets | (20,659) | (756) |
Operating lease liabilities | 20,659 | 756 |
Notes payable incurred in acquisitions | 1,600 | |
Net assets acquired in acquisitions | $ 28,163 | $ 12,137 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 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. (“Holdings”), a Delaware corporation, which was originally formed on October 24, 2017, as a wholly owned subsidiary of Andina Acquisition Corp. II (“Andina”), an exempted company incorporated in the Cayman Islands on July 1, 2015 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more business targets. On October 27, 2017, a merger agreement was entered into by and among Andina, Andina II Holdco Corp. (“Holdco”), a Delaware corporation and wholly-owned subsidiary of Andina, Andina II Merger Sub Inc., a Delaware corporation, and a wholly-owned subsidiary of Holdco (“Merger Sub”), Lazy Days’ R.V. Center, Inc. (and its subsidiaries), a Delaware corporation (“Lazydays RV”), and solely for certain purposes set forth in the merger agreement, A. Lorne Weil (the “Merger Agreement”). The Merger Agreement provided for a business combination transaction by means of (i) the merger of Andina with and into Holdco, with Holdco surviving, changing its name to Lazydays Holdings, Inc. and becoming a new public company (the “Redomestication Merger”) and (ii) the merger of Lazydays RV with and into Merger Sub with Lazydays RV surviving and becoming a direct wholly-owned subsidiary of Holdings (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”). On March 15, 2018, the Mergers were consummated. Lazydays RV has subsidiaries that operate recreational vehicle (“RV”) dealerships in fifteen 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, two in the state of Indiana, one in the state of Oregon, one in the state of Washington and one in the state of Wisconsin. Lazydays RV also has a dedicated service center location near Houston, Texas. Through its subsidiaries, Lazydays RV sells and services new and pre-owned recreational vehicles, and sells related parts and accessories. The Company also arranges financing and extended service contracts for vehicle sales through third-party financing sources and extended warrant providers. It also offers to its customers such ancillary services as overnight campground and restaurant facilities. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements for the years ended December 31, 2021 and 2020 include the accounts of Holdings, Lazy Days R.V. Center, Inc. and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of: Lazydays 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; Lazydays Land of Chicagoland, LLC; Lazydays Land of Phoenix, LLC; LDL of Fort Pierce, LLC; Lazydays RV of Iowa, LLC; Lazydays Land of Minneapolis, LLC; Lazydays RV of Reno, LLC; Lazydays RV of Ohio, LLC; Airstream of Knoxville at Lazydays RV, LLC; Lazydays of Maryville, LLC; Lazydays RV of Oregon, LLC; and Lazydays RV of Wisconsin, LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Segments The Company operates one Restatement of Previously Reported Financial Statements On April 12, 2021, in the SEC Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”), the SEC staff clarified its interpretations of certain generally accepted accounting principles related to certain terms that are common in warrants issued in connection with the initial public offerings of SPACs. The SEC Staff Statement addressed certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company that preclude the warrants from being classified as components of equity. In May 2021, management of the Company concluded that the Company’s previously issued consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 and for each of the interim quarterly periods therein (the “Non-Reliance Period”) could no longer be relied upon. As such, the Company restated its financial statements in its Annual Report on Form 10-K/A issued on June 25, 2021 to make the necessary accounting adjustments related to the accounting for certain previously issued warrants to conform with the SEC Staff Statement described below. These warrants included: (i) warrants to purchase 155,000 11.50 2,522,458 11.50 As clarified by the SEC staff interpretation of Accounting Standards Codification 815-40, Contracts in an Entity’s Own Equity, (“ASC 815-40”), the Company’s Private Warrants and PIPE Warrants are classified as liabilities with changes in the estimated fair values of the derivative instruments reported in the statement of operations. As a result of the above, the Company restated its consolidated financial statements for the Non-Reliance Period to reflect: (i) the Private Warrants as liabilities for all periods presented and (ii) the PIPE Warrants as liabilities for all periods presented. The impact of the restatement on the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows for the Non-Reliance Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. The tables below set forth certain consolidated balance sheet amounts originally reported, adjustments, and the restated amounts as of December 31, 2020. SCHEDULE OF ORIGINALLY REPORTED, ADJUSTMENTS, AND RESTATED BALANCES December 31. 2020 As Previously Reported Restatement As Restated Total Assets $ 443,998 $ - $ 443,998 Liabilities and Stockholder’ Equity Total current liabilities $ 174,177 $ - 174,177 Financing liability, non-current portion, net of debt discount 78,634 - 78,634 Long term debt, non-current portion, net of debt discount 8,445 - 8,445 Operating lease liability, non-current portion 12,056 - 12,056 Deferred tax liability 15,091 - 15,091 Warrant liabilities - 15,096 15,096 Total liabilities 288,403 15,096 303,499 Commitments and Contingencies - - - Series A Convertible Preferred Stock; 600,000 60,000 54,983 - 54,983 Stockholders’ Equity Preferred Stock, $ 0.0001 5,000,000 - - - Common stock, $ 0.0001 100,000,000 9,656,041 9,514,742 - - - Additional paid-in capital 80,072 (8,846 ) 71,226 Treasury Stock, at cost, 141,299 (499 ) - (499 ) Retained earnings 21,039 (6,250 ) 14,789 Total stockholders’ equity 100,612 (15,096 ) 85,516 Total liabilities and stockholders’ equity $ 443,998 $ - $ 443,998 The tables below set forth the consolidated statements of operations amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020. December 31. 2020 As Previously Reported Restatement As Restated Income from Operations $ 47,538 $ - $ 47,538 Other income/expenses Loss on sale of property and equipment (7 ) - (7 ) Interest expense (8,047 ) - (8,047 ) Change in fair value of warrant liabilities - (14,494 ) (14,494 ) Total other expense (8,054 ) (14,494 ) (22,548 ) Income before income tax expense 39,484 (14,494 ) 24,990 Income tax expense (10,364 ) - (10,364 ) Net income $ 29,120 $ (14,494 ) $ 14,626 Dividends of Series A Convertible Preferred Stock (6,283 ) - (6,283 ) Net income (loss) attributable to common stock and participating securities $ 22,837 $ (14,494 ) $ 8,343 EPS: Basic and diluted income (loss) per share $ 1.56 $ (0.99 ) $ 0.57 Weighted average shares outstanding basic and diluted 9,809,783 9,809,783 9,809,783 The tables below set forth the consolidated statements of cash flow amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020. December 31. 2020 As Previously Reported Restatement As Restated Net Income $ 29,120 $ (14,494 ) $ 14,626 Adjustments to reconcile net income to net cash provided by operating activities: 81,947 81,947 Change in fair value of warrant liabilities - 14,494 14,494 Net cash provided by operating activities 111,067 - 111,067 Net cash used in investing activities (30,324 ) - (30,324 ) Net cash used in financing activities (48,689 ) - (48,689 ) Net change in cash and cash equivalents 32,054 - 32,054 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 63,512 $ - $ 63,512 Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, the allowance for doubtful accounts, stock-based compensation and fair value of warrant liabilities. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with its banks, the first $ 250 no Revenue Recognition The core principle of revenue recognition is that an entity recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The 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 customers at the expected amount the Company is entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the consolidated statements of operations. The following table represents the Company’s disaggregation of revenue: SCHEDULE OF DISAGGREGATION OF REVENUE For the year ended For the year ended December 31, 2021 December 31, 2020 New vehicle revenue $ 725,114 $ 479,611 Pre-owned vehicle revenue 386,807 250,261 Parts, accessories, and related services 47,261 38,630 Finance and insurance revenue 72,647 45,123 Campground and other revenue 3,219 3,485 Total $ 1,235,048 $ 817,110 Revenue from the sale of vehicle contracts is recognized at a point in time on delivery, transfer of title and completion of financing arrangements. Revenue from the sale of parts, accessories, and related service is recognized as services and parts are delivered or as a customer approves elements of the completion of service. Revenue from the sale of parts, accessories, and related service is recognized in other revenue in the accompanying consolidated statements of operations. Campground revenue is recognized over the time period of use of the campground. The Company receives commissions from the sale of insurance and vehicle service contracts to customers. In addition, the Company arranges financing for customers through various financial institutions and receives commissions. The Company may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of the contracts by its customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicle and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The estimates for future chargebacks require judgment by management, and as a result, there is an element of risk associated with these revenue streams. The Company recognized finance and insurance revenues, less the addition to the charge-back allowance, which is included in other revenue as follows: SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES For the year ended For the year ended December 31, 2021 December 31, 2020 Gross finance and insurance revenues $ 80,364 $ 50,341 Additions to charge-back allowance (7,717 ) (6,217 ) Net Finance Revenue $ 72,647 $ 44,124 The Company has an accrual for charge-backs which totaled $ 8,243 5,553 Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective performance obligation. These contract liabilities are included in Note 9 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the year ended December 31, 2021, $ 5,027 of the contract liabilities as of December 31, 2020 were either recognized in revenue or cancelled. Occupancy Costs As a retail merchandising organization, the Company has elected to classify occupancy costs as selling, general and administrative expense in the consolidated statements of operations. Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related performance obligation costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2021 and December 31, 2020, respectively, shipping and handling included as a component of revenue were $ 3,807 and $ 3,262 . Receivables The Company sells to customers and arranges third-party financing, as is customary in the industry. These financing arrangements result in receivables from financial institutions. Interest is not normally charged on receivables. Management establishes an allowance for doubtful accounts based on its historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such pre-owned vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $ 8,437 3,627 Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Improvements and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease. Useful lives range from 2 39 2 12 Goodwill and Intangible Assets The Company’s goodwill, trade names and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of the Company’s aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 The Company’s manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives are 7 12 Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of costs of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures is deemed to be probable and reasonably estimable. Financing Costs Debt financing costs are recorded as a debt discount and are amortized over the term of the related debt. Amortization of debt discount included in interest expense was $ 257 170 Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying amount of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes there have been no changes in events or circumstances that would indicate an impairment of long-lived assets existed as of December 31, 2021 and 2020. Fair Value of Financial Instruments The carrying amounts of financial instruments approximate fair value as of December 31, 2021 and 2020 because of the relatively short maturities of these instruments. The carrying amount of the Company’s bank debt approximates fair value as of December 31, 2021 and 2020 because the debt bears interest at a rate that approximates the current market rate at which the Company could borrow funds with similar maturities. Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 16 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. 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 cash dividend payment is declared by the Board of Directors. Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. We record excess tax benefits and tax deficiencies resulting from the settlement of stock-based awards as a benefit or expense within income taxes in the consolidated statements of operations in the period in which they occur. Earnings Per Share The Company computes basic and diluted earnings per share (“EPS”) by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. The Company is required, in periods in which it has net income, to calculate EPS using the two-class method. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common shareholders but does not require the presentation of basic and diluted EPS for securities other than common shares. The two-class method is required because the Company’s Series A Preferred Stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock as if such holder of the Series A Preferred Stock had been converted to common stock. Under the two-class method, earnings for the period are allocated to the common and preferred stockholders taking into consideration Series A Preferred Stockholders participation in dividends on an as converted basis. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. Diluted EPS is computed in the same manner as basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if certain shares issuable upon exercise of common share options or warrants were included unless those additional shares would have been anti-dilutive. For the diluted EPS computation, the treasury stock method is applied and compared to the two-class method and whichever method results in a more dilutive impact is utilized to calculate diluted EPS. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net income attributable to common stockholders used in the calculation of basic and diluted loss per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS Year ended Year ended December 31, 2020 (Dollars in thousands - except share and per share amounts) December 31, 2021 (Restated) Distributed earning allocated to common stock $ - $ - Undistributed earnings allocated to common stock 50,474 4,897 Net earnings allocated to common stock 50,474 4,897 Net earnings allocated to participating securities 26,746 3,446 Net earnings allocated to common stock and participating securities $ 77,220 $ 8,343 Weighted average shares outstanding for basic earning per common share 11,102,298 9,509,426 Dilutive effect of warrants and options 300,357 300,357 Weighted average shares outstanding for diluted earnings per share computation 11,402,655 9,809,783 Basic income per common share $ 4.43 $ 0.50 Diluted income per common share $ 3.74 $ 0.41 During the years ended December 31, 2021 and 2020, respectively, the denominator of the basic EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE Year ended Year ended December 31, 2021 December 31, 2020 Weighted average outstanding common shares 11,102,298 9,509,426 Weighted average prefunded warrants 300,357 300,357 Weighted shares outstanding - basic $ 11,402,655 $ 9,809,783 During the years ended December 31, 2021 and 2020, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE Year ended Year ended December 31, 2021 December 31, 2020 Weighted average outstanding common shares 11,102,298 9,509,426 Weighted average prefunded warrants 300,357 300,357 Weighted average warrants 1,536,921 1,068,198 Weighted average options 558,198 1,128,295 Weighted average convertible preferred stock 6,042,257 6,082,981 Weighted shares outstanding - diluted 19,540,031 18,089,257 For the years ended December 31, 2021 and 2020, respectively, 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 Year ended Year ended December 31, 2021 December 31, 2020 Stock options 245,000 - Shares issuable under the Employee Stock Purchase Plan 6,625 54,721 Share equivalents excluded from EPS 251,625 54,721 Prior Period Financial Statement Correction of an Immaterial Misstatement During the fourth quarter of 2021, the Company identified adjustments required to correct earnings per share for the year ended December 31, 2020 and the first two quarters of 2021. The errors discovered resulted in an overstatement in earnings per share of $ 0.07 0.16 0.09 0.03 0.27 0.16 0.36 0.25 Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “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 will be prospectively corrected in the Form 10-Q for the first two quarters of 2021. Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $ 22,097 12,941 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest and penalties as income tax expense in the consolidated statements of operations. Seasonality and Effects of Weather The Company’s operations generally experience modestly higher volumes of vehicle sales in the first half of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at our Florida and Arizona locations. In addition, the northern locations in Colorado, Tennessee, Minnesota and Indiana, Oregon, Washington and Wisconsin generally experience modestly higher vehicle sales during the spring months. The Company’s largest RV dealership is located near Tampa, Florida, which is in close proximity to the Gulf of Mexico. A severe weather event, such as a hurricane, could cause severe damage to property and inventory and decrease the traffic to our dealerships. Although the Company believes that it has adequate insurance coverage, if the Company were to experience a catastrophic loss, the Company may exceed its policy limits, and/or may have difficulty obtaining similar insurance coverage in the future. Vendor Concentrations The Company purchases its new RVs and replacement parts from various manufacturers. During the year ended December 31, 2021, three manufacturers accounted for 46.4 %, 30.6 % and 18.9 % of RV purchases. During the year ended December 31, 2020, four manufacturers accounted for 26.1 %, 25.0 %, 24.0 % and 19.5 % of RV purchases. The Company is subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if the Company is in material breach of the agreement terms. Geographic Concentrations Revenues generated by customers of the Florida locations, the Colorado locations, the Arizona locations, and the Tennessee locations which generate greater than 10% of revenues, were as follows: SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE For the year ended For the year ended December 31, 2021 December 31, 2020 Florida 48 % 63 % Colorado 11 % 14 % Arizona 11 % 10 % Tennessee 14 % < 10 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease COVID-19 a pandemic, which continues to spread throughout the United States and globally. Beginning in mid-to-late March of 2020, the COVID-19 pandemic led to severe disruptions in general economic activity as businesses and federal, state, and local governments took increasingly broad actions to mitigate the impact of the pandemic on public health, including through “shelter in place” or “stay at home” orders in the states in which we operate. As we modified our business practices to conform to government guidelines and best practices to ensure the health and safety of our customers, employees and the communities we serve, we saw significant early declines in new and pre-owned vehicle unit sales, sales of parts, accessories and related services, including finance and insurance revenues as well as campground and miscellaneous revenues. We took a number of actions in April 2020 to adjust resources and costs to align with reduced demand caused by the pandemic. These actions included: ● Reduction of our workforce by 25 ● Temporary reduction of senior management salaries (April 2020 through May 2020); ● Suspension of 2020 annual pay increases; ● Temporary suspension of 401k match (April 2020 through May 2020); ● Delay of non-critical capital projects; and ● Focus of resources on core sales and service operations. As described under Note 11 - Debt below, to further protect our liquidity and cash position, we negotiated with our lenders for the temporary suspension of scheduled principal and interest payments on our term and mortgage loans from April 15, 2020 through June 15, 2020 and for the temporary suspension of scheduled floorplan curtailment payments from April 1, 2020 through June 15, 2020. We also received $ 8,704 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 Our operations also depend on the continued health and productivity of our employees at our dealership and service locations and corporate headquarters throughout this pandemic. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the COVID-19 pandemic, the efficacy and availability of vaccines, and further actions that may be taken in response by individuals, businesses and federal, state and local governments. Even after the COVID-19 pandemic has subsided, we may experience significant adverse effects to our business as a result of its global economic impact, including any economic recession or downturn and the impact of such a recession or downturn on unemployment levels, consumer confidence, levels of personal discretionary spending, credit availability and any long term disruptions in supply chain. 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. Lease Recognition At inception of a contract, we determine whether an arrangement is or contains a lease. For all leases, we determine the classification as either operating or financing. Operating lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments under the lease. Lease recognition occurs at the commencement date and lease liability |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3 – BUSINESS COMBINATIONS Acquisitions of Dealerships On May 19, 2020, the Company consummated its asset purchase agreement with Korges Enterprises, Inc. (“Korges”). The purchase price consisted solely of cash paid to Korges. As part of the acquisition, the Company acquired the inventory of Korges and has added the inventory to the M&T Floor Plan Line of Credit (as defined below). On October 6, 2020, the Company consummated its asset purchase agreement with Total Value Recreation Vehicles of Indiana, Inc. (“Total RV”). The purchase price consisted solely of cash paid to Total RV. As part of the acquisition, the Company acquired the inventory of Total RV and has added the inventory to the M&T Floor Plan Line of Credit (as defined below). On December 1, 2020, the Company consummated its asset purchase agreement with Camp-Land, Inc. (“Camp-Land”). The purchase price consisted of cash paid to Camp-Land and a note payable to the seller of Camp-Land. The note payable is a four year note which matures on January 5, 2025 435 3.25 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). On August 3, 2021, the Company consummated the acquisition contemplated by the Company’s asset purchase agreement with BYRV, Inc., BYRV Oregon, Inc. and BYRV Washington, Inc. (“BYRV”). The purchase price consisted solely of cash paid to BYRV. As part of the acquisition, the Company acquired the inventory of BYRV and has added the inventory to the M&T Floor Plan Line of Credit (as defined below). On August 24, 2021, the Company consummated the acquisition contemplated by the Company’s asset purchase agreement with Burlington RV Superstore, Inc. (“Burlington”). The purchase price consisted solely of cash paid to Burlington. As part of the acquisition, the Company acquired the inventory of Burlington 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, Chilhowee, BYRV and Burlington each constituted a business. The allocation of the fair value of the assets acquired is still preliminary for Chilhowee, BYRV and Burlington primarily due to any final adjustments necessary to parts inventory as the examination and inventory of parts acquired is not yet complete. As a result, the Company determined its final allocation for Korges, Total RV, and Camp-Land and preliminary allocation for Chilhowee, BYRV and Burlington 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 BYRV Other Total Total Inventories $ 10,862 $ 10,548 $ 21,410 $ 18,932 Accounts receivable and prepaid expenses 2,176 657 2,833 1,167 Property and equipment 939 629 1,568 5,417 Intangible assets 17,795 3,270 21,065 8,480 Total assets acquired 31,772 15,104 46,876 33,996 Accounts payable, accrued expenses and other current liabilities 2,367 2,061 4,428 1,004 Total liabilities assumed 2,367 2,061 4,428 1,004 Net assets acquired $ 29,405 $ 13,043 $ 42,448 $ 32,992 The fair value of consideration paid was as follows: SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID 2021 2020 BYRV Other Total Total Purchase Price: $ 49,506 $ 13,530 $ 63,036 $ 16,653 Note payable issued to former owners - - - 1,600 Floor plan notes payable 6,912 7,373 14,285 20,855 $ 56,418 $ 20,903 $ 77,321 $ 39,108 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, Chilhowee, BYRV and Burlington. The primary items that generated the goodwill are the value of the synergies between the acquired businesses and the Company, and the growth and operational improvements that drive profitability growth, neither of which qualify for recognition as a separately identified intangible asset. Goodwill associated with the transaction is detailed below: SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER 2021 2020 BYRV Other Total Total Total consideration $ 56,418 $ 20,903 $ 77,321 $ 39,108 Less net assets acquired 29,405 13,043 42,448 32,992 Goodwill $ 27,013 $ 7,860 $ 34,873 $ 6,116 The following table summarizes the Company’s preliminary allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closing during 2021. SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Customer Lists $ 365 9.8 Dealer Agreements $ 20,700 9.8 The following table summarizes the Company’s allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closing during 2020. Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Customer Lists $ 250 8 10 Dealer Agreements $ 8,000 8 10 Noncompete Agreement $ 230 5 The Company recorded approximately $ 82.9 11.8 39.5 2.4 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, Chilhowee, BYRV and Burlington had been consummated on January 1, 2020. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION For the year ended For the year ended Revenue $ 1,353,239 $ 1,094,584 Income before income taxes $ 125,410 $ 51,608 Net income $ 93,987 $ 35,654 The Company adjusted the combined income of Lazydays RV with Korges, Total RV, Camp-Land, Chilhowee, BYRV and Burlington and adjusted net income to eliminate business combination expenses as well as the incremental depreciation and amortization associated with the purchase price allocation for Korges, Total RV and Camp-Land and the preliminary purchase price allocation for Chilhowee, BYRV and Burlington to determine pro forma net income. Goodwill that is deductible for tax purposes was determined to be $ 61,135 related to all acquisitions. |
RECEIVABLES, NET
RECEIVABLES, NET | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
RECEIVABLES, NET | NOTE 4 – RECEIVABLES, NET Receivables consist of the following: SCHEDULE OF RECEIVABLES As of As of December 31, 2021 December 31, 2020 Contracts in transit and vehicle receivables $ 24,182 $ 15,995 Manufacturer receivables 4,105 2,705 Finance and other receivables 2,773 1,423 Receivables, gross 31,060 20,123 Less: Allowance for doubtful accounts (456 ) (659 ) Receivables, net $ 30,604 $ 19,464 Contracts in transit represent receivables from financial institutions for the portion of the vehicle and other products sales price financed by the Company’s customers through financing sources arranged by the Company. Manufacturer receivables are due from the manufacturers for incentives, rebates, and other programs. These incentives and rebates are treated as a reduction of cost of revenues. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 – INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES As of As of December 31. 2021 December 31, 2020 New recreational vehicles $ 177,744 $ 92,434 Pre-owned recreational vehicles 66,013 22,967 Parts, accessories and other 7,586 4,493 Inventories, gross 251,343 119,894 Less: excess of current cost over LIFO (8,437 ) (3,627 ) Total $ 242,906 $ 116,267 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of As of December 31, 2021 December 31, 2020 Land $ 31,910 $ 25,954 Building and improvements including leasehold improvements 94,720 74,767 Furniture and equipment 12,874 8,572 Company vehicles 1,333 987 Construction in progress 5,786 13,606 Property and equipment, gross 146,623 123,886 Less: Accumulated depreciation and amortization (25,875 ) (17,566 ) Property and equipment, net $ 120,748 $ 106,320 Depreciation and amortization expense is set forth in the table below: SCHEDULE OF DEPRECIATION AND AMORTIZATION As of As of December 31, 2021 December 31, 2020 Depreciation $ 8,386 $ 6,682 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS The following is a summary of changes in the Company’s goodwill for the years ended December 31, 2021 and 2020: SCHEDULE OF CHANGES IN GOODWILL Balance as of January 1, 2020 $ 38,979 Acquisitions 6,116 Balance as of December 31, 2020 45,095 Acquisitions 34,873 Measurement period adjustments 350 Balance as of December 31, 2021 $ 80,318 Intangible assets and the related accumulated amortization are summarized as follows: SCHEDULE OF INTANGIBLE ASSETS AND ACCUMULATED AMORTIZATION As of December 31, 2021 As of December 31, 2020 Gross Carrying Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 64,500 $ 14,008 $ 50,492 $ 43,800 $ 8,901 $ 34,899 Customer relationships 10,155 3,102 7,053 9,790 2,233 7,557 Non-Compete agreements 230 75 155 230 29 201 74,885 17,185 57,700 53,820 11,163 42,657 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 30,100 - 30,100 $ 104,985 $ 17,185 $ 87,800 $ 83,920 $ 11,163 $ 72,757 Amortization expense is set forth in the table below: SCHEDULE OF AMORTIZATION EXPENSE As of As of December 31. 2021 December 31. 2020 Amortization $ 6,025 $ 4,580 Estimated future amortization expense is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION Years ending 2022 $ 7,226 2023 7,226 2024 7,226 2025 7,158 2026 6,479 Thereafter 22,385 Finite lived intangible assets, net $ 57,700 As of December 31, 2021, the weighted average remaining amortization period was 9.79 |
FINANCING LIABILITY
FINANCING LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
FINANCING LIABILITY | NOTE 8 – FINANCING LIABILITY On December 23, 2015, the Company sold certain land, building and improvements for $ 56,000 20 10 7.3 20 11,000 On August 7, 2018, the Company sold certain land, building and improvements for $ 5,350 20 10 7.9 20 1,780 5,000 4,206 8 On March 10, 2020, the Company sold certain land for $ 4,921 20 10 6.4 20 4,921 12,483 11,538 On August 11, 2021, the Company sold certain land for $ 2,500 and is leasing back the property from the purchaser over a non-cancellable period of 20 years. The lease contains renewal options at lease termination, with three options to renew for 10 additional years each and contains a right of first offer in the event the property owner intends to sell any portion or all of the property to a third party. As part of the lease, the Company can draw up to $ 3,600 from the lessor through the construction completion date to pay for certain improvements on the premises. Repayments on advances will made over the term of the lease and will be factored into the calculation of the outstanding financing liability. The lease will not commence until 2022 when the planned construction on the property is completed and a certificate of occupancy granted. On October 1, 2021, the Company sold certain land, building and improvements for $ 13,250 20 10 6.06 20 2,775 The financing liabilities, net of debt discount, is summarized as follows: SCHEDULE OF FINANCING LIABILITY As of As of December 31. 2021 December 31. 2020 Financing liability $ 104,638 $ 80,254 Debt discount (202 ) (158 ) Financing liability, net of debt discount 104,436 80,096 Less: current portion 1,970 1,462 Financing liability, non-current portion $ 102,466 $ 78,634 The future minimum payments required by the arrangements are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS Total Years ending December 31, Principal Interest Payment 2022 $ 1,970 $ 8,090 $ 10,060 2023 2,289 8,407 10,696 2024 2,635 8,740 11,375 2025 3,005 9,089 12,094 2026 3,405 9,455 12,860 Thereafter 70,522 144,620 215,142 Future minimum payments due $ 83,826 $ 188,401 $ 272,227 For the year ended December 31, 2021, the Company made interest payments of $ 5,520 1,920 4,816 1,118 |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities consist of the following: SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of As of Accounts payable $ 28,356 $ 18,077 Other accrued expenses 5,064 4,713 Customer deposits 8,511 6,002 Accrued compensation 8,564 4,311 Accrued charge-backs 8,243 5,553 Accrued interest 261 125 Total $ 58,999 $ 38,781 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 10 – LEASES On January 1, 2020, we adopted a new accounting standard that amends the guidance for the accounting and reporting of leases. Certain required disclosures have been made on a prospective basis in accordance with the guidance of the standard. See Note 2, Significant Accounting Policies. The Company leases property and equipment throughout the United States primarily under operating leases. Leases with lease terms of 12 months Most leases include one or more options to renew, with renewal terms that can extend the lease term up to 20 years The Company leases properties for its RV retail locations through nine operating leases. The Company also leases billboards and certain of its equipment through operating leases. The related right-of-use (“ROU”) assets for these operating leases are included in operating lease assets. On May 19, 2020, the Company entered into a new lease for the property associated with the Korges acquisition. The lease was evaluated as a finance lease. As a result, a right of use asset was recorded in property and equipment for $ 4,015 4,015 As of December 31, 2021, the weighted-average remaining lease term and weighted-average discount rate of operating leases was 7.5 5.0 Operating lease costs were $ 5,309 3,809 no Maturities of lease liabilities as of December 31, 2021 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity Date Operating Leases 2022 $ 6,441 2023 6,257 2024 5,238 2025 4,310 2026 3,108 Thereafter 13,296 Total lease payments 38,650 Less: Imputed interest 6,646 Present value of lease liabilities $ 32,004 The following presents supplemental cash flow information related to leases during 2021 and 2020: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES As of As of December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 5,309 $ 3,809 ROU assets obtained in exchange for lease liabilities: Operating leases $ 20,659 $ 756 Finance lease 24 $ 4,015 ROU assets obtained in exchange for lease liabilities $ 20,683 $ 4,771 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 11 – DEBT M&T Financing Agreement On March 15, 2018, the Company terminated and replaced the Bank of America (“BOA”) credit facility with a $ 200,000 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 (“Third Amendment”) on the M&T Facility. Pursuant to the Third Amendment, Lone Star Land of Houston, LLC (the “Mortgage Loan Borrower”) and Lone Star Diversified, LLC (“Diversified”), wholly owned subsidiaries of LDRV, became parties to the credit agreement related to the M&T Facility (the “Credit Agreement”) and were identified as additional loan parties. The existing borrowers and guarantors also requested that the lenders provide a mortgage loan credit facility (the “M&T Mortgage”) covering acquisition, construction, and permanent mortgage financing for a property acquired by the Mortgage Loan Borrower. The amount borrowed under the M&T Mortgage was $ 6,136 2.25 1.25 0.03 March 15, 2021 June 15, 2021 September 15, 2021 In order to help mitigate the early effects of the COVID-19 pandemic, the Company entered into the Fourth Amendment to the Credit Agreement on April 15, 2020 (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the parties agreed to a suspension of scheduled principal payments on the M&T Term Loan and M&T Mortgage (to the extent the permanent loan period had begun for the M&T Mortgage) for the period from April 15, 2020 through June 15, 2020. Interest on the outstanding principal balances of the M&T Term Loan and M&T Mortgage continued to accrue and be paid at the applicable interest rate during the deferment period. At the end of the deferment period, the borrowers resumed making all required payments of principal on the M&T Term Loan and M&T Mortgage. All principal payments of the M&T Term Loan and M&T Mortgage deferred during the deferment period are due and payable on the M&T Term Loan maturity date or the M&T Mortgage maturity date, as applicable. Additionally, all principal payments deferred during the deferment period are due and payable (a) as described above or (b) if earlier, the date all outstanding amounts are otherwise due and payable under the terms of the Credit Agreement (including, without limitation, upon maturity, acceleration or, to the extent applicable under the Credit Agreement, demand for payment). In addition, the amendment includes a temporary suspension of scheduled curtailment payments required by the Credit Agreement for the period from April 1, 2020 through June 15, 2020. Amounts related to floor plan unused commitment fees and interest on the outstanding principal balance of the M&T Floor Plan Line of Credit continued to accrue and be paid at the applicable rate and on the terms set forth in the Credit Agreement during the suspension period. On July 14, 2021, the Company entered into 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, (“new M&T Facility”). The credit agreement evidences an approximately $ 369.1 million aggregate credit facility, consisting of a $ 327 million floor plan credit facility, a term loan of approximately $ 11.3 million, a $ 25 million revolving credit and a $ 5.8 million mortgage loan facility. The new M&T Facility requires the Company to meet certain financial and other covenants and is secured by substantially all the assets of the Company. The costs of the new M&T Facility were recorded as a debt discount. The new M&T facility matures on July 14, 2024 As of December 31, 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 December 31, 2021, the maximum amount of cash dividends that the Company could make from legally available funds to its stockholders was limited to an aggregate of $ 63,225 pursuant to a trailing twelve month calculation as defined in the M&T Facility. Mortgage Loan Facility The mortgage loan facility (“mortgage”) has LIBOR borrowings bearing interest at LIBOR plus 2.25 1.25 0.03 5,701 2.3535 Floor plan Line of Credit The $ 327,000 90,000 2.00 2.30 1.00 1.30 The Base Rate is defined in the new 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 100,013 1,852 The M&T Floor Plan Line of Credit consists of the following as of December 31, 2021 and 2020: SCHEDULE OF FLOOR PLAN NOTES PAYABLE As of December 31, 2021 As of December 31, 2020 Floor plan notes payable, gross $ 192,868 $ 105,486 Debt discount (648 ) (87 ) Floor plan notes payable, net of debt discount $ 192,220 $ 105,399 Term Loan The $ 11,300 242 2,600 2.25 3.00 1.25 2.00 2.3597 10,092 Revolver The $ 25,000 25,000 2.25 3.00 1.25 2.00 0.25 0.50 25,000 PPP Loans In response to economic uncertainty caused by the COVID-19 pandemic, subsidiaries of the Company took the additional step of applying for loans (“PPP Loans”) under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) with M&T Bank (the “Lender”). On April 28, 2020, certain of the Company’s subsidiaries executed promissory notes (the “Notes”) in favor of the Lender for PPP Loans in an aggregate amount of $ 6,831 which mature on April 29, 2022. Applications were submitted by other subsidiaries of the Company, which resulted in the execution of a promissory note on April 30, 2020 for $ 1,236 and on May 4, 2020 for $ 637 , which will mature on April 30, 2022 and May 4, 2022 , respectively. Pursuant to the promissory notes evidencing the PPP loans (the “Notes”), such PPP Loans bear interest at a rate of 1.0 % per year. Commencing six months after each PPP Loan was disbursed, monthly payments of principal and interest are required in amounts necessary to fully amortize the principal amount by the maturity date. The PPP Loans are unsecured and are non-recourse obligations. The Notes provide for customary events of default, and the PPP Loans may be accelerated upon the occurrence of an event of default. All or a portion of the PPP Loans may be forgiven upon application to the Lender for payroll and certain other costs incurred during the 8-week period beginning on the date each PPP Loan is disbursed, in accordance with the requirements and limitations under the CARES Act. As of December 31, 2021, all of the PPP Loans had a portion forgiven for a total of $ 6,626 . The United States Small Business Administration (“SBA”) has stated that it intends to audit the PPP loan application of any Company, like us, that received PPP loan proceeds of more than $ 2 Long-term debt consists of the following as of December 31, 2021 and 2020: SCHEDULE OF LONG TERM DEBT As of December 31, 2021 As of December 31, 2020 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan and Mortgage $ 15,793 $ (93 ) $ 15,700 $ 18,758 $ (41 ) $ 18,717 Paycheck Protection Program Loans $ 819 $ - $ 819 8,704 - 8,704 Acquisition notes payable (See Note 3) 2,675 - 2,675 5,185 - 5,185 Total long-term debt 19,287 (93 ) 19,194 32,647 (41 ) 32,606 Less: current portion 5,510 - 5,510 24,161 - 24,161 Long term debt, non-current $ 13,777 $ (93 ) $ 13,684 $ 8,486 $ (41 ) $ 8,445 Future maturities of long term debt are as follows: Future Maturities of Long Term Debt SCHEDULE OF MATURITIES OF LONG-TERM DEBT Years ending December 31, 2022 $ 5,501 2023 3,607 2024 9,779 2025 400 2026 - Total $ 19,287 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES The components of the Company’s income tax expense are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE Year ended Year ended December 31, 2021 December 31, 2020 Current: Federal $ 23,867 $ 9,187 State 5,804 2,536 Current: Income tax expense 29,671 11,723 Deferred: Federal (1,161 ) (1,177 ) State (268 ) (182 ) Deferred: Income tax expense (1,429 ) (1,359 ) Income tax expense $ 28,242 $ 10,364 A reconciliation of income taxes calculated using the statutory federal income tax rate ( 21 SCHEDULE OF INCOME TAXES CALCULATED USING STATUTORY FEDERAL INCOME TAX RATE Year Ended Year Ended December 31, 2020 December 31, 2021 (Restated) Amount % Amount % Income taxes at statutory rate $ 23,155 21.0 % $ 5,248 21.0 % Non-deductible expense 40 0.0 % 40 0.2 % State income taxes, net of federal tax effect 4,352 4.0 % 1,856 7.4 % PPP loan forgiveness (1,391 ) -1.3 % - 0.0 % Stock-based compensation and officer compensation (430 ) -0.4 % 235 0.9 % Change in fair value of warrant liabilities 2,511 2.3 % 3,043 12.2 % Other credits and changes in estimate 5 0.0 % (58 ) -0.2 % Income tax expense $ 28,242 25.6 % $ 10,364 41.5 % Due to limitations on the deductibility of compensation under Section 162(m) stock-based compensation expense attributable to certain employees has been treated as a permanent difference in the calculation of tax expense. The Company does not expect that these expenses will be deductible on the estimated exercise date of the awards. As such, no deferred tax asset has been established related to these amounts. Deferred tax assets and liabilities were as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES As of As of December 31, 2021 December 31, 2020 Deferred tax assets: Accounts receivable $ 116 $ 167 Accrued charge-backs 2,093 1,412 Other accrued liabilities 1,258 1,530 Goodwill - - Financing liability 16,871 15,085 Transaction costs - - Stock based compensation 596 1,009 Other, net 164 535 Deferred tax assets, Total 21,098 19,738 Deferred tax liabilities: Prepaid expenses (303 ) (198 ) Goodwill (857 ) (480 ) Inventories (6,303 ) (5,343 ) Property and equipment (14,782 ) (15,073 ) Intangible assets (12,516 ) (13,735 ) Deferred tax liabilities, Total (34,761 ) (34,829 ) Net deferred tax (liabilities) $ (13,663 ) $ (15,091 ) No significant increases or decreases in the amounts of unrecognized tax benefits are expected in the next 12 months. The Company is subject to U.S. federal income tax and income tax in the states of Florida, Arizona, Colorado, Minnesota, Tennessee, Texas, Indiana, Oregon and Wisconsin as well as the city of Portland, OR. The Company is no longer subject to the examination by Federal and state taxing authorities for years prior to 2018. Florida has completed its examinations through December 31, 2017 with no additional taxes due. The Company recognizes interest and penalties related to income tax matters in income tax expense. Interest and penalties recorded in the statements of operations for the periods presented were insignificant. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS There were no related party transactions during the year ended December 31, 2021 and 2020. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | NOTE 14 – EMPLOYEE BENEFIT PLANS The Company has a 401(k) plan with profit sharing provisions (the “Plan”). The Plan covers substantially all employees. The Plan allows employee contributions to be made on a salary reduction basis under Section 401(k) of the Internal Revenue Code. Under the 401(k) provisions, the Company makes discretionary matching contributions to employees’ 401(k). The Company made contributions to the Plan of $ 1,450 847 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 - COMMITMENTS AND CONTINGENCIES Employment Agreements The Company entered into employment agreements with the Chief Executive Officer (“CEO”) and the former Chief Financial Officer (“CFO”) of the Company effective as of the consummation of the Mergers. The employment agreements with the CEO and the former CFO provide for initial base salaries of $ 540 325 100 75 The employment agreements provide that if the CEO is terminated for any reason, he is entitled to receive any accrued benefits, including any earned but unpaid portion of base salary through the date of termination, subject to withholding and other appropriate deductions. In addition, in the event the executive resigns for good reason or is terminated without cause (all as defined in the employment agreement) prior to January 1, 2022, subject to entering into a release, the Company will pay the executive severance equal to (i) two times base salary and average bonus for the CEO and (ii) one times base salary and average bonus for the former CFO. On December 17, 2021, William P. Murnane, the Company’s CEO and Chairman of the board notified the Company’s Board of Directors (the “Board”) of his decision to resign as the Company’s CEO. On December 22, 2021, Mr. Murnane resigned as Chairman of the Board, effective immediately. On December 23, 2021, the Company accelerated the Date of Termination of Mr. Murnane under his employment agreement to January 1, 2022. December 23, 2021, the Board appointed director Robert T DeVincenzi, 62, as interim Chief Executive Officer, effective January 1, 2022. In connection with his appointment, Mr. DeVincenzi and the Company entered into an employment agreement, dated January 3, 2022 (the “Employment Agreement”). Under the terms of the Employment Agreement, Mr. DeVincenzi is entitled to receive a monthly base salary of $ 37.5 and a one-time transition payment of $ 25 . Additionally, Mr. DeVincenzi was granted an option to purchase 25,032 shares of common stock at an exercise price of $ 30.00 (the “Option Award”) under the Company’s 2018 Long Term Incentive Plan (the “Plan”), as well as a one-time restricted stock unit award under the Plan of 10,613 restricted stock units (the “RSU Award”). The RSU Award and Option Award each become vested on December 31, 2022, provided that Mr. DeVincenzi remains employed by the Company or on the Company’s Board of Directors, in each case, from the grant date of each such award through December 31, 2022. Pursuant to the terms of the Employment Agreement, Mr. DeVincenzi’s employment may be terminated at any time by the Company or Mr. DeVincenzi. In May 2018, the Company entered into an offer letter with the new Chief Financial Officer (the “new CFO”) of the Company. The offer letter provides for an initial base salary of $ 325 per year subject to annual discretionary increases. In addition, the executive is eligible to participate in any employee benefit plans adopted by the Company from time to time and is eligible to receive an annual cash bonus based on the achievement of performance objectives. The new CFO’s target bonus is 75 % of his annual base salary (with a potential to earn a maximum of up to 150 % of his target bonus). The offer letter also provides that the executive is to be granted an option to purchase shares of common stock of the Company. If he is terminated without cause, he will receive twelve months of his base salary as severance. If he is terminated following a change in control, he is also eligible to receive a pro-rated bonus, if the board of directors determines that the performance objectives have been met. He also was granted an option to purchase shares of common stock of the Company (See Note 17- Stockholders’ Equity). Director Compensation The Company’s non-employee members of the board of directors will receive annual cash compensation of $ 50 5 10 50 Legal Proceedings The Company is a party to multiple legal proceedings that arise in the ordinary course of business. The Company has certain insurance coverage and rights of indemnification. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these or other matters could have a material adverse effect on the Company’s business, results of operations, financial condition, and/or cash flows. The Company records legal expenses as incurred in its consolidated statements of operations. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 16 – PREFERRED STOCK Simultaneous with the closing of the Mergers, the Company consummated a private placement with institutional investors for the sale of convertible preferred stock, common stock, and warrants for an aggregate purchase price of $ 94,800 600,000 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% per annum, compounded quarterly, in the event that the Company’s senior indebtedness less unrestricted cash during any trailing twelve-month period ending at the end of any fiscal quarter is greater than 2.25 times earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Dividend Rate will be reset to 8% at the end of the first fiscal quarter when the Company’s senior indebtedness less unrestricted cash during the trailing twelve-month period ending at the end of such quarter is less than 2.25 times EBITDA. If, at any time following the second anniversary of the issuance of the Series A Preferred Stock, the volume weighted average price of the Company’s common stock equals or exceeds $ 25.00 In the event of any liquidation, merger, sale, dissolution or winding up of the Company, holders of the Series A Preferred Stock will have the right to (i) payment in cash of the Issue Price plus all accrued and unpaid dividends, or (ii) convert the shares of Series A Preferred Stock into common stock and participate on an as-converted basis with the holders of common stock. So long as the Series A Preferred Stock is outstanding, the holders thereof, by the vote or written consent of the holders of a majority in voting power of the outstanding Series A Preferred Stock, shall have the right to designate two members to the board of directors. In addition, five 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 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 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 178,882 11.50 632 5 39 2.61 0 The discount associated with the Series A Preferred Stock was not accreted during the year ended December 31, 2021 because redemption was not currently deemed to be probable. In September 2020, the Company declared a dividend payment for all outstanding dividends through September 30, 2020 of $ 10,983 1,210 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 17 – 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 % of the shares of common stock outstanding on a fully diluted basis. The 2018 Plan is administered by the Compensation Committee of the board of directors, and provides for awards of options, stock appreciation rights, restricted stock, restricted stock units, warrants or other securities which may be convertible, exercisable or exchangeable for or into common stock. Due to the fact that the fair value per share immediately following the closing of the Mergers was greater than $ 8.75 per share, the number of shares authorized for awards under the 2018 Plan was increased by a formula (as defined in the 2018 Plan) not to exceed 18 % of shares of common stock then outstanding on a fully diluted basis. On May 20, 2019, the Company’s stockholders approved the adoption of the Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan (the “Incentive Plan”). The Incentive Plan amends and restates the previously adopted 2018 Plan in order to replenish the pool of shares of common stock available under the Incentive Plan by adding an additional 600,000 shares of common stock and making certain changes in light of the Tax Cuts and Jobs Act and its impact on Section 162(m) of the Internal Revenue Code of 1986, as amended. Stock options are canceled upon termination of employment. As of December 31, 2021, there were 250,399 shares of common stock available to be issued under the Incentive Plan. 2019 Employee Stock Purchase Plan On May 20, 2019, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP reserved 900,000 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 value per share of the common on the first day of the purchase period or the last day of the purchase period. 97,606 42,194 725,142 349 135 Stock Repurchase Program On November 6, 2019, the Board of Directors of Lazydays authorized the repurchase of up to $ 4.0 63,299 185 On September 13, 2021, the Board of Directors of the Company authorized the repurchase of up to $ 25 During the year ended December 31, 2021, the Company repurchased 566,013 shares of common stock for $ 12,016 . All repurchased shares are included in treasury stock in the consolidated balance sheets. Common Stock On June 1, 2020, 42,194 3.587 335 51,437 On June 1, 2021, 23,670 13.81 327 On December 1, 2021, 22,499 311 Simultaneous with the Mergers, in addition to the Series A Preferred Stock and warrants issued in the PIPE Investment, the Company sold 2,653,984 1,339,499 0.01 five 1,630,927 11.50 34,783 2,065 300,357 The five-year warrants may be exercised for cash or, at the option of the holder, on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act by surrendering the warrants for that number of shares of common stock as determined under the warrants. These warrants may be called for redemption in whole and not in part, at a price of $ 0.01 24.00 five 116,376 11.50 Warrants As of March 15, 2018, holders of Andina warrants exchanged their existing 4,310,000 4,310,000 2,155,000 11.50 five years 2,000,000 0.01 24.00 2,155,000 155,000 Additionally, warrants to purchase 2,522,458 The Company had the following activity related to shares 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 (1,212,982 ) $ - Warrants outstanding December 31, 2021 3,419,105 $ 11.50 The table above excludes perpetual non-redeemable prefunded warrants to purchase 300,357 0.01 The Company determined the following fair values for the outstanding warrants recorded as liabilities at December 31: SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES December 31, 2021 December 31, 2020 (Restated) PIPE Warrants $ 13,603 $ 13,716 Private Warrants 1,690 1,380 Total warrant liabilities $ 15,293 $ 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 245,000 $ 21.32 Cancelled or terminated (195,841 ) $ - Exercised (2,825,849 ) $ 10.83 Options outstanding at December 31, 2021 1,286,672 $ 11.87 2.80 $ 12,162 Options vested at December 31, 2021 306,147 $ 10.26 1.56 $ 3,453 Awards with Market Conditions The expense recorded for awards with market conditions was ($ 336 923 Awards with Service Conditions During the year ended December 31, 2020, stock options to purchase 530,000 The options have an exercise price of $7.91, $8.50 or $14.68. 1,915 3.50 3.75 0.25 0.43 0 55 73 During the year ended December 31, 2021, stock options to purchase 245,000 The options have an exercise price of $21.01, $22.41 or $23.11. five year four year 2,920 SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS Risk free interest rate 0.25 %- 1.07 % Expected term (years) 3.5 3.75 Expected volatility 55 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 $ 531 508 As of December 31, 2021, total unrecorded compensation cost related to non-vested awards was $ 3,916 3.13 4.24 The intrinsic value of stock options exercised was $ 29,393 and $ 241 for the years ended December 31, 2021 and 2020, respectively. During 2021 and 2020 the current tax benefit related to stock-based awards was $ 1,087 and $ 0 |
FAIR VALUE MEASURES
FAIR VALUE MEASURES | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASURES | NOTE 18 – FAIR VALUE MEASURES Warrant Liabilities: The PIPE Warrants are considered a Level 1 measurement, because they are similar to the Public Warrants which trade under the symbol LAZYW and thus have observable market prices which were used to estimate the fair value adjustments for the PIPE Warrants liabilities. The Private Warrants are considered a Level 3 measurement and were valued using a Black-Scholes Valuation Model to estimate the fair value adjustments for the Private Warrants liabilities. SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES December 31. 2020 December 31, 2021 (Restated) Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 13,603 $ 13,603 $ - $ - $ 13,716 $ 13,716 $ - $ - Private Warrants 1,690 - - 1,690 1,380 - - 1,380 Total $ 15,293 $ 13,603 $ - $ 1,690 $ 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 operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in the pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the continuously compounded interest rate on U.S. Treasury Separate Trading of Registered Interest and Principal of Securities having a maturity similar to the contractual life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2021 December 31. 2020 (Restated) Stock Price $ 21.54 $ 16.25 Strike Price $ 11.50 $ 11.50 Expected life 1.20 2.20 Volatility 57.4 % 81.2 % Risk Free rate 0.46 % 0.14 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 5.45 $ 4.45 The following table presents changes in Level 1 and Level 3 liabilities measured at fair value for the year ended December 31, 2021 and 2020: SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE December 31, 2020 December 31, 2021 (Restated) PIPE Warrants Private Warrants PIPE Warrants Private Warrants Balance - beginning of year $ 13,716 $ 1,380 $ 555 $ 192 Exercise or conversion (7,208 ) - (145 ) - Measurement adjustment 7,095 310 13,306 1,187 Balance - end of year $ 13,603 $ 1,690 $ 13,716 $ 1,379 |
QUARTERLY FINANCIAL DATA (Unaud
QUARTERLY FINANCIAL DATA (Unaudited and Restated) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (Unaudited and Restated) | NOTE 19 – QUARTERLY FINANCIAL DATA (Unaudited and Restated) The following tables present certain unaudited consolidated quarterly financial information for each of the quarters previously issued in 2020. SCHEDULE OF QUARTERLY FINANCIAL INFORMATION March 31 June 30 September 30 2020 Quarter Ended (unaudited and restated) March 31 June 30 September 30 Income from Operations $ 6,784 $ 12,628 $ 17,532 Other income/expenses (1) (2,085 ) (4,782 ) (9,648 ) Income tax expense (1,300 ) (2,536 ) (4,184 ) Net income (1) $ 3,399 $ 5,310 $ 3,700 Dividends of Series A Convertible Preferred Stock (1,644 ) (1,684 ) (1,745 ) Net income attributable to common stock and participating securities $ 1,755 $ 3,626 $ 1,955 EPS: Basic and diluted income per share (1) $ 0.12 $ 0.25 $ 0.13 Weighted average shares outstanding basic and diluted 9,757,036 9,715,677 10,807,368 (1) Due to the impact of the restatement described in Note 2, amounts presented herein do not agree to amounts included within previously filed Form 10-Q’s. For the quarters ended March 31, June 30, and September 30, 2020: Net income has been adjusted by $ 412 2,758 7,899 0.04 0.14 0.42 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements for the years ended December 31, 2021 and 2020 include the accounts of Holdings, Lazy Days R.V. Center, Inc. and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of: Lazydays 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; Lazydays Land of Chicagoland, LLC; Lazydays Land of Phoenix, LLC; LDL of Fort Pierce, LLC; Lazydays RV of Iowa, LLC; Lazydays Land of Minneapolis, LLC; Lazydays RV of Reno, LLC; Lazydays RV of Ohio, LLC; Airstream of Knoxville at Lazydays RV, LLC; Lazydays of Maryville, LLC; Lazydays RV of Oregon, LLC; and Lazydays RV of Wisconsin, LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. |
Segments | Segments The Company operates one |
Restatement of Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements On April 12, 2021, in the SEC Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”), the SEC staff clarified its interpretations of certain generally accepted accounting principles related to certain terms that are common in warrants issued in connection with the initial public offerings of SPACs. The SEC Staff Statement addressed certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company that preclude the warrants from being classified as components of equity. In May 2021, management of the Company concluded that the Company’s previously issued consolidated financial statements for the years ended December 31, 2020, 2019 and 2018 and for each of the interim quarterly periods therein (the “Non-Reliance Period”) could no longer be relied upon. As such, the Company restated its financial statements in its Annual Report on Form 10-K/A issued on June 25, 2021 to make the necessary accounting adjustments related to the accounting for certain previously issued warrants to conform with the SEC Staff Statement described below. These warrants included: (i) warrants to purchase 155,000 11.50 2,522,458 11.50 As clarified by the SEC staff interpretation of Accounting Standards Codification 815-40, Contracts in an Entity’s Own Equity, (“ASC 815-40”), the Company’s Private Warrants and PIPE Warrants are classified as liabilities with changes in the estimated fair values of the derivative instruments reported in the statement of operations. As a result of the above, the Company restated its consolidated financial statements for the Non-Reliance Period to reflect: (i) the Private Warrants as liabilities for all periods presented and (ii) the PIPE Warrants as liabilities for all periods presented. The impact of the restatement on the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows for the Non-Reliance Period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. The tables below set forth certain consolidated balance sheet amounts originally reported, adjustments, and the restated amounts as of December 31, 2020. SCHEDULE OF ORIGINALLY REPORTED, ADJUSTMENTS, AND RESTATED BALANCES December 31. 2020 As Previously Reported Restatement As Restated Total Assets $ 443,998 $ - $ 443,998 Liabilities and Stockholder’ Equity Total current liabilities $ 174,177 $ - 174,177 Financing liability, non-current portion, net of debt discount 78,634 - 78,634 Long term debt, non-current portion, net of debt discount 8,445 - 8,445 Operating lease liability, non-current portion 12,056 - 12,056 Deferred tax liability 15,091 - 15,091 Warrant liabilities - 15,096 15,096 Total liabilities 288,403 15,096 303,499 Commitments and Contingencies - - - Series A Convertible Preferred Stock; 600,000 60,000 54,983 - 54,983 Stockholders’ Equity Preferred Stock, $ 0.0001 5,000,000 - - - Common stock, $ 0.0001 100,000,000 9,656,041 9,514,742 - - - Additional paid-in capital 80,072 (8,846 ) 71,226 Treasury Stock, at cost, 141,299 (499 ) - (499 ) Retained earnings 21,039 (6,250 ) 14,789 Total stockholders’ equity 100,612 (15,096 ) 85,516 Total liabilities and stockholders’ equity $ 443,998 $ - $ 443,998 The tables below set forth the consolidated statements of operations amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020. December 31. 2020 As Previously Reported Restatement As Restated Income from Operations $ 47,538 $ - $ 47,538 Other income/expenses Loss on sale of property and equipment (7 ) - (7 ) Interest expense (8,047 ) - (8,047 ) Change in fair value of warrant liabilities - (14,494 ) (14,494 ) Total other expense (8,054 ) (14,494 ) (22,548 ) Income before income tax expense 39,484 (14,494 ) 24,990 Income tax expense (10,364 ) - (10,364 ) Net income $ 29,120 $ (14,494 ) $ 14,626 Dividends of Series A Convertible Preferred Stock (6,283 ) - (6,283 ) Net income (loss) attributable to common stock and participating securities $ 22,837 $ (14,494 ) $ 8,343 EPS: Basic and diluted income (loss) per share $ 1.56 $ (0.99 ) $ 0.57 Weighted average shares outstanding basic and diluted 9,809,783 9,809,783 9,809,783 The tables below set forth the consolidated statements of cash flow amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020. December 31. 2020 As Previously Reported Restatement As Restated Net Income $ 29,120 $ (14,494 ) $ 14,626 Adjustments to reconcile net income to net cash provided by operating activities: 81,947 81,947 Change in fair value of warrant liabilities - 14,494 14,494 Net cash provided by operating activities 111,067 - 111,067 Net cash used in investing activities (30,324 ) - (30,324 ) Net cash used in financing activities (48,689 ) - (48,689 ) Net change in cash and cash equivalents 32,054 - 32,054 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 63,512 $ - $ 63,512 |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, the allowance for doubtful accounts, stock-based compensation and fair value of warrant liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with its banks, the first $ 250 no |
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 clients 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 customers at the expected amount the Company is entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the consolidated statements of operations. The following table represents the Company’s disaggregation of revenue: SCHEDULE OF DISAGGREGATION OF REVENUE For the year ended For the year ended December 31, 2021 December 31, 2020 New vehicle revenue $ 725,114 $ 479,611 Pre-owned vehicle revenue 386,807 250,261 Parts, accessories, and related services 47,261 38,630 Finance and insurance revenue 72,647 45,123 Campground and other revenue 3,219 3,485 Total $ 1,235,048 $ 817,110 Revenue from the sale of vehicle contracts is recognized at a point in time on delivery, transfer of title and completion of financing arrangements. Revenue from the sale of parts, accessories, and related service is recognized as services and parts are delivered or as a customer approves elements of the completion of service. Revenue from the sale of parts, accessories, and related service is recognized in other revenue in the accompanying consolidated statements of operations. Campground revenue is recognized over the time period of use of the campground. The Company receives commissions from the sale of insurance and vehicle service contracts to customers. In addition, the Company arranges financing for customers through various financial institutions and receives commissions. The Company may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of the contracts by its customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicle and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The estimates for future chargebacks require judgment by management, and as a result, there is an element of risk associated with these revenue streams. The Company recognized finance and insurance revenues, less the addition to the charge-back allowance, which is included in other revenue as follows: SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES For the year ended For the year ended December 31, 2021 December 31, 2020 Gross finance and insurance revenues $ 80,364 $ 50,341 Additions to charge-back allowance (7,717 ) (6,217 ) Net Finance Revenue $ 72,647 $ 44,124 The Company has an accrual for charge-backs which totaled $ 8,243 5,553 Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective performance obligation. These contract liabilities are included in Note 9 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the year ended December 31, 2021, $ 5,027 of the contract liabilities as of December 31, 2020 were either recognized in revenue or cancelled. |
Occupancy Costs | Occupancy Costs As a retail merchandising organization, the Company has elected to classify occupancy costs as selling, general and administrative expense in the consolidated statements of operations. |
Shipping and Handling Fees and Costs | Shipping and Handling Fees and Costs The Company reports shipping and handling costs billed to customers as a component of revenues, and related performance obligation costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2021 and December 31, 2020, respectively, shipping and handling included as a component of revenue were $ 3,807 and $ 3,262 . |
Receivables | Receivables The Company sells to customers and arranges third-party financing, as is customary in the industry. These financing arrangements result in receivables from financial institutions. Interest is not normally charged on receivables. Management establishes an allowance for doubtful accounts based on its historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. |
Inventories | Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such pre-owned vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $ 8,437 3,627 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Improvements and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease. Useful lives range from 2 39 2 12 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill, trade names and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of the Company’s aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 The Company’s manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives are 7 12 |
Vendor Allowances | Vendor Allowances As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of costs of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures is deemed to be probable and reasonably estimable. |
Financing Costs | Financing Costs Debt financing costs are recorded as a debt discount and are amortized over the term of the related debt. Amortization of debt discount included in interest expense was $ 257 170 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying amount of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes there have been no changes in events or circumstances that would indicate an impairment of long-lived assets existed as of December 31, 2021 and 2020. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial instruments approximate fair value as of December 31, 2021 and 2020 because of the relatively short maturities of these instruments. The carrying amount of the Company’s bank debt approximates fair value as of December 31, 2021 and 2020 because the debt bears interest at a rate that approximates the current market rate at which the Company could borrow funds with similar maturities. |
Cumulative Redeemable Convertible Preferred Stock | Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 16 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. 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 cash dividend payment is declared by the Board of Directors. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. We record excess tax benefits and tax deficiencies resulting from the settlement of stock-based awards as a benefit or expense within income taxes in the consolidated statements of operations in the period in which they occur. |
Earnings Per Share | Earnings Per Share The Company computes basic and diluted earnings per share (“EPS”) by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. The Company is required, in periods in which it has net income, to calculate EPS using the two-class method. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common shareholders but does not require the presentation of basic and diluted EPS for securities other than common shares. The two-class method is required because the Company’s Series A Preferred Stock have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock as if such holder of the Series A Preferred Stock had been converted to common stock. Under the two-class method, earnings for the period are allocated to the common and preferred stockholders taking into consideration Series A Preferred Stockholders participation in dividends on an as converted basis. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. Diluted EPS is computed in the same manner as basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if certain shares issuable upon exercise of common share options or warrants were included unless those additional shares would have been anti-dilutive. For the diluted EPS computation, the treasury stock method is applied and compared to the two-class method and whichever method results in a more dilutive impact is utilized to calculate diluted EPS. In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net income attributable to common stockholders used in the calculation of basic and diluted loss per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS Year ended Year ended December 31, 2020 (Dollars in thousands - except share and per share amounts) December 31, 2021 (Restated) Distributed earning allocated to common stock $ - $ - Undistributed earnings allocated to common stock 50,474 4,897 Net earnings allocated to common stock 50,474 4,897 Net earnings allocated to participating securities 26,746 3,446 Net earnings allocated to common stock and participating securities $ 77,220 $ 8,343 Weighted average shares outstanding for basic earning per common share 11,102,298 9,509,426 Dilutive effect of warrants and options 300,357 300,357 Weighted average shares outstanding for diluted earnings per share computation 11,402,655 9,809,783 Basic income per common share $ 4.43 $ 0.50 Diluted income per common share $ 3.74 $ 0.41 During the years ended December 31, 2021 and 2020, respectively, the denominator of the basic EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE Year ended Year ended December 31, 2021 December 31, 2020 Weighted average outstanding common shares 11,102,298 9,509,426 Weighted average prefunded warrants 300,357 300,357 Weighted shares outstanding - basic $ 11,402,655 $ 9,809,783 During the years ended December 31, 2021 and 2020, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE Year ended Year ended December 31, 2021 December 31, 2020 Weighted average outstanding common shares 11,102,298 9,509,426 Weighted average prefunded warrants 300,357 300,357 Weighted average warrants 1,536,921 1,068,198 Weighted average options 558,198 1,128,295 Weighted average convertible preferred stock 6,042,257 6,082,981 Weighted shares outstanding - diluted 19,540,031 18,089,257 For the years ended December 31, 2021 and 2020, respectively, 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 Year ended Year ended December 31, 2021 December 31, 2020 Stock options 245,000 - Shares issuable under the Employee Stock Purchase Plan 6,625 54,721 Share equivalents excluded from EPS 251,625 54,721 |
Prior Period Financial Statement Correction of an Immaterial Misstatement | Prior Period Financial Statement Correction of an Immaterial Misstatement During the fourth quarter of 2021, the Company identified adjustments required to correct earnings per share for the year ended December 31, 2020 and the first two quarters of 2021. The errors discovered resulted in an overstatement in earnings per share of $ 0.07 0.16 0.09 0.03 0.27 0.16 0.36 0.25 Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “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 will be prospectively corrected in the Form 10-Q for the first two quarters of 2021. |
Advertising Costs | Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $ 22,097 12,941 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest and penalties as income tax expense in the consolidated statements of operations. |
Seasonality and Effects of Weather | Seasonality and Effects of Weather The Company’s operations generally experience modestly higher volumes of vehicle sales in the first half of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at our Florida and Arizona locations. In addition, the northern locations in Colorado, Tennessee, Minnesota and Indiana, Oregon, Washington and Wisconsin generally experience modestly higher vehicle sales during the spring months. The Company’s largest RV dealership is located near Tampa, Florida, which is in close proximity to the Gulf of Mexico. A severe weather event, such as a hurricane, could cause severe damage to property and inventory and decrease the traffic to our dealerships. Although the Company believes that it has adequate insurance coverage, if the Company were to experience a catastrophic loss, the Company may exceed its policy limits, and/or may have difficulty obtaining similar insurance coverage in the future. |
Vendor Concentrations | Vendor Concentrations The Company purchases its new RVs and replacement parts from various manufacturers. During the year ended December 31, 2021, three manufacturers accounted for 46.4 %, 30.6 % and 18.9 % of RV purchases. During the year ended December 31, 2020, four manufacturers accounted for 26.1 %, 25.0 %, 24.0 % and 19.5 % of RV purchases. The Company is subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if the Company is in material breach of the agreement terms. |
Geographic Concentrations | Geographic Concentrations Revenues generated by customers of the Florida locations, the Colorado locations, the Arizona locations, and the Tennessee locations which generate greater than 10% of revenues, were as follows: SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE For the year ended For the year ended December 31, 2021 December 31, 2020 Florida 48 % 63 % Colorado 11 % 14 % Arizona 11 % 10 % Tennessee 14 % < 10 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. |
Impact of COVID-19 | Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease COVID-19 a pandemic, which continues to spread throughout the United States and globally. Beginning in mid-to-late March of 2020, the COVID-19 pandemic led to severe disruptions in general economic activity as businesses and federal, state, and local governments took increasingly broad actions to mitigate the impact of the pandemic on public health, including through “shelter in place” or “stay at home” orders in the states in which we operate. As we modified our business practices to conform to government guidelines and best practices to ensure the health and safety of our customers, employees and the communities we serve, we saw significant early declines in new and pre-owned vehicle unit sales, sales of parts, accessories and related services, including finance and insurance revenues as well as campground and miscellaneous revenues. We took a number of actions in April 2020 to adjust resources and costs to align with reduced demand caused by the pandemic. These actions included: ● Reduction of our workforce by 25 ● Temporary reduction of senior management salaries (April 2020 through May 2020); ● Suspension of 2020 annual pay increases; ● Temporary suspension of 401k match (April 2020 through May 2020); ● Delay of non-critical capital projects; and ● Focus of resources on core sales and service operations. As described under Note 11 - Debt below, to further protect our liquidity and cash position, we negotiated with our lenders for the temporary suspension of scheduled principal and interest payments on our term and mortgage loans from April 15, 2020 through June 15, 2020 and for the temporary suspension of scheduled floorplan curtailment payments from April 1, 2020 through June 15, 2020. We also received $ 8,704 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 Our operations also depend on the continued health and productivity of our employees at our dealership and service locations and corporate headquarters throughout this pandemic. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the COVID-19 pandemic, the efficacy and availability of vaccines, and further actions that may be taken in response by individuals, businesses and federal, state and local governments. Even after the COVID-19 pandemic has subsided, we may experience significant adverse effects to our business as a result of its global economic impact, including any economic recession or downturn and the impact of such a recession or downturn on unemployment levels, consumer confidence, levels of personal discretionary spending, credit availability and any long term disruptions in supply chain. |
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. |
Lease Recognition | Lease Recognition At inception of a contract, we determine whether an arrangement is or contains a lease. For all leases, we determine the classification as either operating or financing. Operating lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments under the lease. Lease recognition occurs at the commencement date and lease liability amounts are based on the present value of lease payments over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Because most of our leases do not provide information to determine an implicit interest rate, we use our incremental borrowing rate in determining the present value of lease payments. Operating lease assets also include any lease payments made prior to the commencement date and exclude lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with both lease and non-lease components, which are generally accounted for together as a single lease component. Leases that are determined to be finance leases are recorded as financing liabilities. See Note 8. – Financing Liabilities. |
Subsequent Events | Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to December 31, 2021 through the date these consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the financial statements. The Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the consolidated financial statements. |
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 financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This standard requires contract assets and contract liabilities, such as certain receivables and deferred revenue, acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree instead of recording those balances at fair value. This standard should be applied prospectively to acquisitions occurring after the effective date. The standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact that this new standard will have on our 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 was 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. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ORIGINALLY REPORTED, ADJUSTMENTS, AND RESTATED BALANCES | The tables below set forth certain consolidated balance sheet amounts originally reported, adjustments, and the restated amounts as of December 31, 2020. SCHEDULE OF ORIGINALLY REPORTED, ADJUSTMENTS, AND RESTATED BALANCES December 31. 2020 As Previously Reported Restatement As Restated Total Assets $ 443,998 $ - $ 443,998 Liabilities and Stockholder’ Equity Total current liabilities $ 174,177 $ - 174,177 Financing liability, non-current portion, net of debt discount 78,634 - 78,634 Long term debt, non-current portion, net of debt discount 8,445 - 8,445 Operating lease liability, non-current portion 12,056 - 12,056 Deferred tax liability 15,091 - 15,091 Warrant liabilities - 15,096 15,096 Total liabilities 288,403 15,096 303,499 Commitments and Contingencies - - - Series A Convertible Preferred Stock; 600,000 60,000 54,983 - 54,983 Stockholders’ Equity Preferred Stock, $ 0.0001 5,000,000 - - - Common stock, $ 0.0001 100,000,000 9,656,041 9,514,742 - - - Additional paid-in capital 80,072 (8,846 ) 71,226 Treasury Stock, at cost, 141,299 (499 ) - (499 ) Retained earnings 21,039 (6,250 ) 14,789 Total stockholders’ equity 100,612 (15,096 ) 85,516 Total liabilities and stockholders’ equity $ 443,998 $ - $ 443,998 The tables below set forth the consolidated statements of operations amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020. December 31. 2020 As Previously Reported Restatement As Restated Income from Operations $ 47,538 $ - $ 47,538 Other income/expenses Loss on sale of property and equipment (7 ) - (7 ) Interest expense (8,047 ) - (8,047 ) Change in fair value of warrant liabilities - (14,494 ) (14,494 ) Total other expense (8,054 ) (14,494 ) (22,548 ) Income before income tax expense 39,484 (14,494 ) 24,990 Income tax expense (10,364 ) - (10,364 ) Net income $ 29,120 $ (14,494 ) $ 14,626 Dividends of Series A Convertible Preferred Stock (6,283 ) - (6,283 ) Net income (loss) attributable to common stock and participating securities $ 22,837 $ (14,494 ) $ 8,343 EPS: Basic and diluted income (loss) per share $ 1.56 $ (0.99 ) $ 0.57 Weighted average shares outstanding basic and diluted 9,809,783 9,809,783 9,809,783 The tables below set forth the consolidated statements of cash flow amounts originally reported, adjustments, and the restated balances for the years ended December 31, 2020. December 31. 2020 As Previously Reported Restatement As Restated Net Income $ 29,120 $ (14,494 ) $ 14,626 Adjustments to reconcile net income to net cash provided by operating activities: 81,947 81,947 Change in fair value of warrant liabilities - 14,494 14,494 Net cash provided by operating activities 111,067 - 111,067 Net cash used in investing activities (30,324 ) - (30,324 ) Net cash used in financing activities (48,689 ) - (48,689 ) Net change in cash and cash equivalents 32,054 - 32,054 Cash - Beginning 31,458 - 31,458 Cash - Ending $ 63,512 $ - $ 63,512 |
SCHEDULE OF DISAGGREGATION OF REVENUE | SCHEDULE OF DISAGGREGATION OF REVENUE For the year ended For the year ended December 31, 2021 December 31, 2020 New vehicle revenue $ 725,114 $ 479,611 Pre-owned vehicle revenue 386,807 250,261 Parts, accessories, and related services 47,261 38,630 Finance and insurance revenue 72,647 45,123 Campground and other revenue 3,219 3,485 Total $ 1,235,048 $ 817,110 |
SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES | SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES For the year ended For the year ended December 31, 2021 December 31, 2020 Gross finance and insurance revenues $ 80,364 $ 50,341 Additions to charge-back allowance (7,717 ) (6,217 ) Net Finance Revenue $ 72,647 $ 44,124 |
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 loss per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS Year ended Year ended December 31, 2020 (Dollars in thousands - except share and per share amounts) December 31, 2021 (Restated) Distributed earning allocated to common stock $ - $ - Undistributed earnings allocated to common stock 50,474 4,897 Net earnings allocated to common stock 50,474 4,897 Net earnings allocated to participating securities 26,746 3,446 Net earnings allocated to common stock and participating securities $ 77,220 $ 8,343 Weighted average shares outstanding for basic earning per common share 11,102,298 9,509,426 Dilutive effect of warrants and options 300,357 300,357 Weighted average shares outstanding for diluted earnings per share computation 11,402,655 9,809,783 Basic income per common share $ 4.43 $ 0.50 Diluted income per common share $ 3.74 $ 0.41 |
SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE | During the years ended December 31, 2021 and 2020, respectively, the denominator of the basic EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE Year ended Year ended December 31, 2021 December 31, 2020 Weighted average outstanding common shares 11,102,298 9,509,426 Weighted average prefunded warrants 300,357 300,357 Weighted shares outstanding - basic $ 11,402,655 $ 9,809,783 |
SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE | During the years ended December 31, 2021 and 2020, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE Year ended Year ended December 31, 2021 December 31, 2020 Weighted average outstanding common shares 11,102,298 9,509,426 Weighted average prefunded warrants 300,357 300,357 Weighted average warrants 1,536,921 1,068,198 Weighted average options 558,198 1,128,295 Weighted average convertible preferred stock 6,042,257 6,082,981 Weighted shares outstanding - diluted 19,540,031 18,089,257 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | For the years ended December 31, 2021 and 2020, respectively, 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 Year ended Year ended December 31, 2021 December 31, 2020 Stock options 245,000 - Shares issuable under the Employee Stock Purchase Plan 6,625 54,721 Share equivalents excluded from EPS 251,625 54,721 |
SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE | Revenues generated by customers of the Florida locations, the Colorado locations, the Arizona locations, and the Tennessee locations which generate greater than 10% of revenues, were as follows: SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE For the year ended For the year ended December 31, 2021 December 31, 2020 Florida 48 % 63 % Colorado 11 % 14 % Arizona 11 % 10 % Tennessee 14 % < 10 % |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 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 BYRV Other Total Total Inventories $ 10,862 $ 10,548 $ 21,410 $ 18,932 Accounts receivable and prepaid expenses 2,176 657 2,833 1,167 Property and equipment 939 629 1,568 5,417 Intangible assets 17,795 3,270 21,065 8,480 Total assets acquired 31,772 15,104 46,876 33,996 Accounts payable, accrued expenses and other current liabilities 2,367 2,061 4,428 1,004 Total liabilities assumed 2,367 2,061 4,428 1,004 Net assets acquired $ 29,405 $ 13,043 $ 42,448 $ 32,992 |
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 BYRV Other Total Total Purchase Price: $ 49,506 $ 13,530 $ 63,036 $ 16,653 Note payable issued to former owners - - - 1,600 Floor plan notes payable 6,912 7,373 14,285 20,855 $ 56,418 $ 20,903 $ 77,321 $ 39,108 |
SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER | SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER 2021 2020 BYRV Other Total Total Total consideration $ 56,418 $ 20,903 $ 77,321 $ 39,108 Less net assets acquired 29,405 13,043 42,448 32,992 Goodwill $ 27,013 $ 7,860 $ 34,873 $ 6,116 |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED | The following table summarizes the Company’s preliminary allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closing during 2021. SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years Customer Lists $ 365 9.8 Dealer Agreements $ 20,700 9.8 |
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, Chilhowee, BYRV and Burlington had been consummated on January 1, 2020. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION For the year ended For the year ended Revenue $ 1,353,239 $ 1,094,584 Income before income taxes $ 125,410 $ 51,608 Net income $ 93,987 $ 35,654 |
RECEIVABLES, NET (Tables)
RECEIVABLES, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
SCHEDULE OF RECEIVABLES | Receivables consist of the following: SCHEDULE OF RECEIVABLES As of As of December 31, 2021 December 31, 2020 Contracts in transit and vehicle receivables $ 24,182 $ 15,995 Manufacturer receivables 4,105 2,705 Finance and other receivables 2,773 1,423 Receivables, gross 31,060 20,123 Less: Allowance for doubtful accounts (456 ) (659 ) Receivables, net $ 30,604 $ 19,464 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES As of As of December 31. 2021 December 31, 2020 New recreational vehicles $ 177,744 $ 92,434 Pre-owned recreational vehicles 66,013 22,967 Parts, accessories and other 7,586 4,493 Inventories, gross 251,343 119,894 Less: excess of current cost over LIFO (8,437 ) (3,627 ) Total $ 242,906 $ 116,267 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of As of December 31, 2021 December 31, 2020 Land $ 31,910 $ 25,954 Building and improvements including leasehold improvements 94,720 74,767 Furniture and equipment 12,874 8,572 Company vehicles 1,333 987 Construction in progress 5,786 13,606 Property and equipment, gross 146,623 123,886 Less: Accumulated depreciation and amortization (25,875 ) (17,566 ) Property and equipment, net $ 120,748 $ 106,320 |
SCHEDULE OF DEPRECIATION AND AMORTIZATION | Depreciation and amortization expense is set forth in the table below: SCHEDULE OF DEPRECIATION AND AMORTIZATION As of As of December 31, 2021 December 31, 2020 Depreciation $ 8,386 $ 6,682 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CHANGES IN GOODWILL | The following is a summary of changes in the Company’s goodwill for the years ended December 31, 2021 and 2020: SCHEDULE OF CHANGES IN GOODWILL Balance as of January 1, 2020 $ 38,979 Acquisitions 6,116 Balance as of December 31, 2020 45,095 Acquisitions 34,873 Measurement period adjustments 350 Balance as of December 31, 2021 $ 80,318 |
SCHEDULE OF INTANGIBLE ASSETS AND ACCUMULATED AMORTIZATION | Intangible assets and the related accumulated amortization are summarized as follows: SCHEDULE OF INTANGIBLE ASSETS AND ACCUMULATED AMORTIZATION As of December 31, 2021 As of December 31, 2020 Gross Carrying Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 64,500 $ 14,008 $ 50,492 $ 43,800 $ 8,901 $ 34,899 Customer relationships 10,155 3,102 7,053 9,790 2,233 7,557 Non-Compete agreements 230 75 155 230 29 201 74,885 17,185 57,700 53,820 11,163 42,657 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 30,100 - 30,100 $ 104,985 $ 17,185 $ 87,800 $ 83,920 $ 11,163 $ 72,757 |
SCHEDULE OF AMORTIZATION EXPENSE | Amortization expense is set forth in the table below: SCHEDULE OF AMORTIZATION EXPENSE As of As of December 31. 2021 December 31. 2020 Amortization $ 6,025 $ 4,580 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION | Estimated future amortization expense is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION Years ending 2022 $ 7,226 2023 7,226 2024 7,226 2025 7,158 2026 6,479 Thereafter 22,385 Finite lived intangible assets, net $ 57,700 |
FINANCING LIABILITY (Tables)
FINANCING LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
SCHEDULE OF FINANCING LIABILITY | The financing liabilities, net of debt discount, is summarized as follows: SCHEDULE OF FINANCING LIABILITY As of As of December 31. 2021 December 31. 2020 Financing liability $ 104,638 $ 80,254 Debt discount (202 ) (158 ) Financing liability, net of debt discount 104,436 80,096 Less: current portion 1,970 1,462 Financing liability, non-current portion $ 102,466 $ 78,634 |
SCHEDULE OF FUTURE MINIMUM PAYMENTS | The future minimum payments required by the arrangements are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS Total Years ending December 31, Principal Interest Payment 2022 $ 1,970 $ 8,090 $ 10,060 2023 2,289 8,407 10,696 2024 2,635 8,740 11,375 2025 3,005 9,089 12,094 2026 3,405 9,455 12,860 Thereafter 70,522 144,620 215,142 Future minimum payments due $ 83,826 $ 188,401 $ 272,227 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 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 Accounts payable $ 28,356 $ 18,077 Other accrued expenses 5,064 4,713 Customer deposits 8,511 6,002 Accrued compensation 8,564 4,311 Accrued charge-backs 8,243 5,553 Accrued interest 261 125 Total $ 58,999 $ 38,781 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of lease liabilities as of December 31, 2021 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity Date Operating Leases 2022 $ 6,441 2023 6,257 2024 5,238 2025 4,310 2026 3,108 Thereafter 13,296 Total lease payments 38,650 Less: Imputed interest 6,646 Present value of lease liabilities $ 32,004 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | The following presents supplemental cash flow information related to leases during 2021 and 2020: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES As of As of December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 5,309 $ 3,809 ROU assets obtained in exchange for lease liabilities: Operating leases $ 20,659 $ 756 Finance lease 24 $ 4,015 ROU assets obtained in exchange for lease liabilities $ 20,683 $ 4,771 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FLOOR PLAN NOTES PAYABLE | The M&T Floor Plan Line of Credit consists of the following as of December 31, 2021 and 2020: SCHEDULE OF FLOOR PLAN NOTES PAYABLE As of December 31, 2021 As of December 31, 2020 Floor plan notes payable, gross $ 192,868 $ 105,486 Debt discount (648 ) (87 ) Floor plan notes payable, net of debt discount $ 192,220 $ 105,399 |
SCHEDULE OF LONG TERM DEBT | Long-term debt consists of the following as of December 31, 2021 and 2020: SCHEDULE OF LONG TERM DEBT As of December 31, 2021 As of December 31, 2020 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan and Mortgage $ 15,793 $ (93 ) $ 15,700 $ 18,758 $ (41 ) $ 18,717 Paycheck Protection Program Loans $ 819 $ - $ 819 8,704 - 8,704 Acquisition notes payable (See Note 3) 2,675 - 2,675 5,185 - 5,185 Total long-term debt 19,287 (93 ) 19,194 32,647 (41 ) 32,606 Less: current portion 5,510 - 5,510 24,161 - 24,161 Long term debt, non-current $ 13,777 $ (93 ) $ 13,684 $ 8,486 $ (41 ) $ 8,445 |
SCHEDULE OF MATURITIES OF LONG-TERM DEBT | Future Maturities of Long Term Debt SCHEDULE OF MATURITIES OF LONG-TERM DEBT Years ending December 31, 2022 $ 5,501 2023 3,607 2024 9,779 2025 400 2026 - Total $ 19,287 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | The components of the Company’s income tax expense are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE Year ended Year ended December 31, 2021 December 31, 2020 Current: Federal $ 23,867 $ 9,187 State 5,804 2,536 Current: Income tax expense 29,671 11,723 Deferred: Federal (1,161 ) (1,177 ) State (268 ) (182 ) Deferred: Income tax expense (1,429 ) (1,359 ) Income tax expense $ 28,242 $ 10,364 |
SCHEDULE OF INCOME TAXES CALCULATED USING STATUTORY FEDERAL INCOME TAX RATE | A reconciliation of income taxes calculated using the statutory federal income tax rate ( 21 SCHEDULE OF INCOME TAXES CALCULATED USING STATUTORY FEDERAL INCOME TAX RATE Year Ended Year Ended December 31, 2020 December 31, 2021 (Restated) Amount % Amount % Income taxes at statutory rate $ 23,155 21.0 % $ 5,248 21.0 % Non-deductible expense 40 0.0 % 40 0.2 % State income taxes, net of federal tax effect 4,352 4.0 % 1,856 7.4 % PPP loan forgiveness (1,391 ) -1.3 % - 0.0 % Stock-based compensation and officer compensation (430 ) -0.4 % 235 0.9 % Change in fair value of warrant liabilities 2,511 2.3 % 3,043 12.2 % Other credits and changes in estimate 5 0.0 % (58 ) -0.2 % Income tax expense $ 28,242 25.6 % $ 10,364 41.5 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred tax assets and liabilities were as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES As of As of December 31, 2021 December 31, 2020 Deferred tax assets: Accounts receivable $ 116 $ 167 Accrued charge-backs 2,093 1,412 Other accrued liabilities 1,258 1,530 Goodwill - - Financing liability 16,871 15,085 Transaction costs - - Stock based compensation 596 1,009 Other, net 164 535 Deferred tax assets, Total 21,098 19,738 Deferred tax liabilities: Prepaid expenses (303 ) (198 ) Goodwill (857 ) (480 ) Inventories (6,303 ) (5,343 ) Property and equipment (14,782 ) (15,073 ) Intangible assets (12,516 ) (13,735 ) Deferred tax liabilities, Total (34,761 ) (34,829 ) Net deferred tax (liabilities) $ (13,663 ) $ (15,091 ) |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | The Company had the following activity related to shares 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 (1,212,982 ) $ - Warrants outstanding December 31, 2021 3,419,105 $ 11.50 |
SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES | The Company determined the following fair values for the outstanding warrants recorded as liabilities at December 31: SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES December 31, 2021 December 31, 2020 (Restated) PIPE Warrants $ 13,603 $ 13,716 Private Warrants 1,690 1,380 Total warrant liabilities $ 15,293 $ 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 245,000 $ 21.32 Cancelled or terminated (195,841 ) $ - Exercised (2,825,849 ) $ 10.83 Options outstanding at December 31, 2021 1,286,672 $ 11.87 2.80 $ 12,162 Options vested at December 31, 2021 306,147 $ 10.26 1.56 $ 3,453 |
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS | SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS Risk free interest rate 0.25 %- 1.07 % Expected term (years) 3.5 3.75 Expected volatility 55 81 Expected dividends 0.00 % |
FAIR VALUE MEASURES (Tables)
FAIR VALUE MEASURES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES | SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES December 31. 2020 December 31, 2021 (Restated) Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 13,603 $ 13,603 $ - $ - $ 13,716 $ 13,716 $ - $ - Private Warrants 1,690 - - 1,690 1,380 - - 1,380 Total $ 15,293 $ 13,603 $ - $ 1,690 $ 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, 2021 December 31. 2020 (Restated) Stock Price $ 21.54 $ 16.25 Strike Price $ 11.50 $ 11.50 Expected life 1.20 2.20 Volatility 57.4 % 81.2 % Risk Free rate 0.46 % 0.14 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 5.45 $ 4.45 |
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE | The following table presents changes in Level 1 and Level 3 liabilities measured at fair value for the year ended December 31, 2021 and 2020: SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE December 31, 2020 December 31, 2021 (Restated) PIPE Warrants Private Warrants PIPE Warrants Private Warrants Balance - beginning of year $ 13,716 $ 1,380 $ 555 $ 192 Exercise or conversion (7,208 ) - (145 ) - Measurement adjustment 7,095 310 13,306 1,187 Balance - end of year $ 13,603 $ 1,690 $ 13,716 $ 1,379 |
QUARTERLY FINANCIAL DATA (Una_2
QUARTERLY FINANCIAL DATA (Unaudited and Restated) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
SCHEDULE OF QUARTERLY FINANCIAL INFORMATION | The following tables present certain unaudited consolidated quarterly financial information for each of the quarters previously issued in 2020. SCHEDULE OF QUARTERLY FINANCIAL INFORMATION March 31 June 30 September 30 2020 Quarter Ended (unaudited and restated) March 31 June 30 September 30 Income from Operations $ 6,784 $ 12,628 $ 17,532 Other income/expenses (1) (2,085 ) (4,782 ) (9,648 ) Income tax expense (1,300 ) (2,536 ) (4,184 ) Net income (1) $ 3,399 $ 5,310 $ 3,700 Dividends of Series A Convertible Preferred Stock (1,644 ) (1,684 ) (1,745 ) Net income attributable to common stock and participating securities $ 1,755 $ 3,626 $ 1,955 EPS: Basic and diluted income per share (1) $ 0.12 $ 0.25 $ 0.13 Weighted average shares outstanding basic and diluted 9,757,036 9,715,677 10,807,368 (1) Due to the impact of the restatement described in Note 2, amounts presented herein do not agree to amounts included within previously filed Form 10-Q’s. For the quarters ended March 31, June 30, and September 30, 2020: Net income has been adjusted by $ 412 2,758 7,899 0.04 0.14 0.42 |
SCHEDULE OF ORIGINALLY REPORTED
SCHEDULE OF ORIGINALLY REPORTED, ADJUSTMENTS, AND RESTATED BALANCES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Total Assets | $ 698,128 | $ 443,998 | |||||||
Total current liabilities | 266,350 | 174,177 | |||||||
Financing liability, non-current portion, net of debt discount | 102,466 | 78,634 | |||||||
Long term debt, non-current portion, net of debt discount | 13,684 | 8,445 | |||||||
Operating lease liability, non-current portion | 25,563 | 12,056 | |||||||
Deferred tax liability | 13,663 | 15,091 | |||||||
Warrant liabilities | 15,293 | 15,096 | |||||||
Total liabilities | 437,019 | 303,499 | |||||||
Commitments and Contingencies | |||||||||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2020; liquidation preference of $60,000 as of December 31, 2020 | $ 54,983 | $ 54,983 | |||||||
Series A convertible preferred stock, shares designated | 600,000 | 600,000 | |||||||
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized; | |||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 9,656,041 shares issued and 9,514,742 outstanding at December 31, 2020 | |||||||||
Additional paid-in capital | 121,831 | 71,226 | |||||||
Treasury Stock, at cost, 141,299 shares at December 31, 2020 | (12,515) | (499) | |||||||
Retained earnings | 96,810 | 14,789 | |||||||
Total stockholders’ equity | 206,126 | 85,516 | $ 74,683 | ||||||
Total liabilities and stockholders’ equity | 698,128 | 443,998 | |||||||
Income from Operations | 124,094 | 47,531 | |||||||
Loss on sale of property and equipment | 156 | (7) | |||||||
Interest expense | (8,500) | (8,047) | |||||||
Change in fair value of warrant liabilities | (11,711) | (14,494) | |||||||
Total other expense | (13,831) | (22,541) | |||||||
Income before income tax expense | 110,263 | 24,990 | |||||||
Income tax expense | 28,242 | 10,364 | |||||||
Net Income | $ 7,899 | $ 2,758 | $ 412 | 82,021 | 14,626 | ||||
Dividends of Series A Convertible Preferred Stock | (4,801) | (6,283) | |||||||
Net income (loss) attributable to common stock and participating securities | 77,220 | 8,343 | |||||||
Basic and diluted income (loss) per share | $ 0.42 | $ 0.14 | $ 0.04 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | (79,250) | 96,441 | |||||||
Change in fair value of warrant liabilities | 11,711 | 14,494 | |||||||
Net cash provided by operating activities | 2,771 | 111,067 | |||||||
Net cash used in investing activities | (84,126) | (30,324) | |||||||
Net cash used in financing activities | 115,963 | (48,689) | |||||||
Net change in cash and cash equivalents | 34,608 | 32,054 | |||||||
Cash - Beginning | $ 31,458 | 63,512 | 31,458 | ||||||
Cash - Ending | 98,120 | 63,512 | |||||||
Previously Reported [Member] | |||||||||
Total Assets | 443,998 | ||||||||
Total current liabilities | 174,177 | ||||||||
Financing liability, non-current portion, net of debt discount | 78,634 | ||||||||
Long term debt, non-current portion, net of debt discount | 8,445 | ||||||||
Operating lease liability, non-current portion | 12,056 | ||||||||
Deferred tax liability | 15,091 | ||||||||
Warrant liabilities | |||||||||
Total liabilities | 288,403 | ||||||||
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 | ||||||||
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized; | |||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 9,656,041 shares issued and 9,514,742 outstanding at December 31, 2020 | |||||||||
Additional paid-in capital | 80,072 | ||||||||
Treasury Stock, at cost, 141,299 shares at December 31, 2020 | (499) | ||||||||
Retained earnings | 21,039 | ||||||||
Total stockholders’ equity | 100,612 | ||||||||
Total liabilities and stockholders’ equity | 443,998 | ||||||||
Income from Operations | 47,538 | ||||||||
Loss on sale of property and equipment | (7) | ||||||||
Interest expense | (8,047) | ||||||||
Change in fair value of warrant liabilities | |||||||||
Total other expense | (8,054) | ||||||||
Income before income tax expense | 39,484 | ||||||||
Income tax expense | (10,364) | ||||||||
Net Income | 29,120 | ||||||||
Dividends of Series A Convertible Preferred Stock | (6,283) | ||||||||
Net income (loss) attributable to common stock and participating securities | $ 22,837 | ||||||||
Basic and diluted income (loss) per share | $ 1.56 | ||||||||
Weighted average shares outstanding basic and diluted | 9,809,783 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | $ 81,947 | ||||||||
Change in fair value of warrant liabilities | |||||||||
Net cash provided by operating activities | 111,067 | ||||||||
Net cash used in investing activities | (30,324) | ||||||||
Net cash used in financing activities | (48,689) | ||||||||
Net change in cash and cash equivalents | 32,054 | ||||||||
Cash - Beginning | 31,458 | 63,512 | 31,458 | ||||||
Cash - Ending | 63,512 | ||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||
Total Assets | |||||||||
Total current liabilities | |||||||||
Financing liability, non-current portion, net of debt discount | |||||||||
Long term debt, non-current portion, net of debt discount | |||||||||
Operating lease liability, non-current portion | |||||||||
Deferred tax liability | |||||||||
Warrant liabilities | 15,096 | ||||||||
Total liabilities | 15,096 | ||||||||
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 | |||||||||
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized; | |||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 9,656,041 shares issued and 9,514,742 outstanding at December 31, 2020 | |||||||||
Additional paid-in capital | (8,846) | ||||||||
Treasury Stock, at cost, 141,299 shares at December 31, 2020 | |||||||||
Retained earnings | (6,250) | ||||||||
Total stockholders’ equity | (15,096) | ||||||||
Total liabilities and stockholders’ equity | |||||||||
Income from Operations | $ 17,532 | $ 12,628 | 6,784 | ||||||
Loss on sale of property and equipment | |||||||||
Interest expense | |||||||||
Change in fair value of warrant liabilities | (14,494) | ||||||||
Total other expense | (14,494) | ||||||||
Income before income tax expense | (14,494) | ||||||||
Income tax expense | (4,184) | (2,536) | (1,300) | ||||||
Net Income | 3,700 | [1] | 5,310 | [1] | 3,399 | [1] | (14,494) | ||
Dividends of Series A Convertible Preferred Stock | |||||||||
Net income (loss) attributable to common stock and participating securities | $ 1,955 | $ 3,626 | $ 1,755 | $ (14,494) | |||||
Basic and diluted income (loss) per share | $ 0.13 | [1] | $ 0.25 | [1] | $ 0.12 | [1] | $ (0.99) | ||
Weighted average shares outstanding basic and diluted | 10,807,368 | 9,715,677 | 9,757,036 | 9,809,783 | |||||
Change in fair value of warrant liabilities | $ 14,494 | ||||||||
Net cash provided by operating activities | |||||||||
Net cash used in investing activities | |||||||||
Net cash used in financing activities | |||||||||
Net change in cash and cash equivalents | |||||||||
Cash - Beginning | |||||||||
Cash - Ending | |||||||||
[1] | Due to the impact of the restatement described in Note 2, amounts presented herein do not agree to amounts included within previously filed Form 10-Q’s. For the quarters ended March 31, June 30, and September 30, 2020: Net income has been adjusted by $ 412 2,758 7,899 0.04 0.14 0.42 |
SCHEDULE OF ERROR CORRECTIONS A
SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Series A convertible preferred stock, shares issued | 600,000 | 600,000 |
Series A convertible preferred stock, shares outstanding | 600,000 | 600,000 |
Temporary Equity, Liquidation Preference | $ 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 | 13,694,417 | 9,656,041 |
Common stock, shares outstanding | 12,987,105 | 9,514,742 |
Treasury stock, shares | 707,312 | 141,299 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Total | $ 1,235,048 | $ 817,110 |
New Vehicles Revenue [Member] | ||
Product Information [Line Items] | ||
Total | 725,114 | 479,611 |
Preowned Vehicle Revenue [Member] | ||
Product Information [Line Items] | ||
Total | 386,807 | 250,261 |
Parts Accessories And Related Services [Member] | ||
Product Information [Line Items] | ||
Total | 47,261 | 38,630 |
Finance And Insurance Revenue [Member] | ||
Product Information [Line Items] | ||
Total | 72,647 | 45,123 |
Campground And Other Revenue [Member] | ||
Product Information [Line Items] | ||
Total | $ 3,219 | $ 3,485 |
SCHEDULE OF REVENUE RECOGNIZED
SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Gross finance and insurance revenues | $ 80,364 | $ 50,341 |
Additions to charge-back allowance | (7,717) | (6,217) |
Net Finance Revenue | $ 72,647 | $ 44,124 |
SUMMARY OF NET INCOME (LOSS) AT
SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Distributed earning allocated to common stock | ||
Undistributed earnings allocated to common stock | 50,474 | 4,897 |
Net earnings allocated to common stock | 50,474 | 4,897 |
Net earnings allocated to participating securities | 26,746 | 3,446 |
Net earnings allocated to common stock and participating securities | $ 77,220 | $ 8,343 |
Weighted average shares outstanding for basic earning per common share | 11,102,298 | 9,509,426 |
Dilutive effect of warrants and options | 300,357 | 300,357 |
Weighted average shares outstanding for diluted earnings per share computation | 11,402,655 | 9,809,783 |
Basic income per common share | $ 4.43 | $ 0.50 |
Diluted income per common share | $ 3.74 | $ 0.41 |
SCHEDULE OF DENOMINATOR OF BASI
SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Weighted average outstanding common shares | 11,102,298 | 9,509,426 |
Weighted average prefunded warrants | 300,357 | 300,357 |
Weighted shares outstanding - basic | 11,402,655 | 9,809,783 |
SCHEDULE OF DENOMINATOR OF DILU
SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Weighted average outstanding common shares | 11,102,298 | 9,509,426 |
Weighted average prefunded warrants | 300,357 | 300,357 |
Weighted average warrants | 1,536,921 | 1,068,198 |
Weighted average options | 558,198 | 1,128,295 |
Weighted average convertible preferred stock | 6,042,257 | 6,082,981 |
Weighted shares outstanding - diluted | 19,540,031 | 18,089,257 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS | 251,625 | 54,721 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS | 245,000 | |
Employee Stock Purchase Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS | 6,625 | 54,721 |
SCHEDULE OF GEOGRAPHIC CONCENTR
SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE (Details) - Geographic Concentration Risk [Member] - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
FLORIDA [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 48.00% | 63.00% |
COLOMBIA | ||
Product Information [Line Items] | ||
Concentration risk percentage | 11.00% | 14.00% |
ARIZONA | ||
Product Information [Line Items] | ||
Concentration risk percentage | 11.00% | 10.00% |
TUNISIA | ||
Product Information [Line Items] | ||
Concentration risk percentage | 14.00% | 10.00% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 30, 2020 | Jun. 30, 2021$ / shares | Mar. 31, 2021$ / shares | Jun. 30, 2021$ / shares | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($)$ / shares | Mar. 15, 2018$ / sharesshares | |
Property, Plant and Equipment [Line Items] | |||||||
Number of reportable segment | Segment | 1 | ||||||
Cash FDIC insured amount | $ 250 | ||||||
Cash equivalents | $ 0 | 0 | |||||
Accrued charge-backs | 8,243 | 5,553 | |||||
Contract with Customer, Liability, Current | 5,027 | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 3,807 | 3,262 | |||||
LIFO inventories | $ 8,437 | 3,627 | |||||
Interest rate | 50.00% | ||||||
Amortization of debt discounts | $ 257 | $ 170 | |||||
Overstatement earnings per share basic | $ / shares | $ 0.27 | $ 0.09 | $ 0.36 | $ 0.07 | |||
Overstatement earnings per share diluted | $ / shares | $ 0.16 | $ 0.25 | $ 0.16 | ||||
Understatement earnings per share diluted | $ / shares | $ 0.03 | ||||||
Advertising and promotion costs | 22,097 | $ 12,941 | |||||
Reduction of workforce percentage | 25.00% | ||||||
Paycheck Protection Program Loans [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Proceeds from loans | 8,704,000 | ||||||
Loan forgiveness | $ 6,626 | ||||||
Vendor One [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Concentration Risk, Percentage | 46.40% | 26.10% | |||||
Vendor Two [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Concentration Risk, Percentage | 30.60% | 25.00% | |||||
Vendor Three [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Concentration Risk, Percentage | 18.90% | 24.00% | |||||
Vendor Four [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Concentration Risk, Percentage | 19.50% | ||||||
Minimum [Member] | Manufacturerand Customer Relationships [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 7 years | ||||||
Maximum [Member] | Manufacturerand Customer Relationships [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 12 years | ||||||
Building Improvements [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives | 2 years | ||||||
Building Improvements [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives | 39 years | ||||||
Vehicles And Equipment [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives | 2 years | ||||||
Vehicles And Equipment [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives | 12 years | ||||||
Private Warrants [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Warrants to purchase common stock | shares | 155,000 | ||||||
Shares price | $ / shares | $ 11.50 | ||||||
PIPE Warrants [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Warrants to purchase common stock | shares | 2,522,458 | ||||||
Shares price | $ / shares | $ 11.50 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Inventories | $ 21,410 | $ 18,932 |
Accounts receivable and prepaid expenses | 2,833 | 1,167 |
Property and equipment | 1,568 | 5,417 |
Intangible assets | 21,065 | 8,480 |
Total assets acquired | 46,876 | 33,996 |
Accounts payable, accrued expenses and other current liabilities | 4,428 | 1,004 |
Total liabilities assumed | 4,428 | 1,004 |
Net assets acquired | 42,448 | $ 32,992 |
BYRV Washington, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Inventories | 10,862 | |
Accounts receivable and prepaid expenses | 2,176 | |
Property and equipment | 939 | |
Intangible assets | 17,795 | |
Total assets acquired | 31,772 | |
Accounts payable, accrued expenses and other current liabilities | 2,367 | |
Total liabilities assumed | 2,367 | |
Net assets acquired | 29,405 | |
Other [Member] | ||
Business Acquisition [Line Items] | ||
Inventories | 10,548 | |
Accounts receivable and prepaid expenses | 657 | |
Property and equipment | 629 | |
Intangible assets | 3,270 | |
Total assets acquired | 15,104 | |
Accounts payable, accrued expenses and other current liabilities | 2,061 | |
Total liabilities assumed | 2,061 | |
Net assets acquired | $ 13,043 |
SCHEDULE OF FAIR VALUE OF CONSI
SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Purchase Price: | $ 63,036 | $ 16,653 |
Note payable issued to former owners | 1,600 | |
Floor plan notes payable | 14,285 | 20,855 |
Fair value consideration paid | 77,321 | $ 39,108 |
BYRV Washington, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Purchase Price: | 49,506 | |
Note payable issued to former owners | ||
Floor plan notes payable | 6,912 | |
Fair value consideration paid | 56,418 | |
Other [Member] | ||
Business Acquisition [Line Items] | ||
Purchase Price: | 13,530 | |
Note payable issued to former owners | ||
Floor plan notes payable | 7,373 | |
Fair value consideration paid | $ 20,903 |
SCHEDULE OF GOODWILL ASSOCIATED
SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Total consideration | $ 77,321 | $ 39,108 | |
Goodwill | 80,318 | 45,095 | $ 38,979 |
BYRV Washington, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 56,418 | ||
Other [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 20,903 | ||
Acquisition of Dealership [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 77,321 | 39,108 | |
Less net assets acquired | 42,448 | 32,992 | |
Goodwill | 34,873 | $ 6,116 | |
Acquisition of Dealership [Member] | BYRV Washington, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 56,418 | ||
Less net assets acquired | 29,405 | ||
Goodwill | 27,013 | ||
Acquisition of Dealership [Member] | Other [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 20,903 | ||
Less net assets acquired | 13,043 | ||
Goodwill | $ 7,860 |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Lists [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets Acquired | $ 365 | $ 250 |
Intangible Assets, Weighted Average Amortization Period in Years | 9 years 9 months 18 days | |
Dealer Agreements [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets Acquired | $ 20,700 | $ 8,000 |
Intangible Assets, Weighted Average Amortization Period in Years | 9 years 9 months 18 days |
SCHEDULE OF PRO FORMA FINANCIAL
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 1,353,239 | $ 1,094,584 |
Income before income taxes | 125,410 | 51,608 |
Net income | $ 93,987 | $ 35,654 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) $ in Thousands | Dec. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 61,135 | ||
2021 Acquisitions [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Revenue related to acquisitions | 82,900 | ||
Net loss prior to income taxes related to acquisitions | 11,800 | ||
2020 Acquisitions [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Revenue related to acquisitions | $ 39,500 | ||
Net loss prior to income taxes related to acquisitions | 2,400 | ||
Acquisition of Dealership [Member] | Customer Lists [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 365 | $ 250 | |
Intangible Assets, Weighted Average Amortization Period in Years | 9 years 9 months 18 days | ||
Acquisition of Dealership [Member] | Customer Lists [Member] | Minimum [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Weighted Average Amortization Period in Years | 8 years | ||
Acquisition of Dealership [Member] | Customer Lists [Member] | Maximum [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Weighted Average Amortization Period in Years | 10 years | ||
Acquisition of Dealership [Member] | Dealer Agreements [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross Asset Amount at Acquisition Date | $ 20,700 | $ 8,000 | |
Intangible Assets, Weighted Average Amortization Period in Years | 9 years 9 months 18 days | ||
Acquisition of Dealership [Member] | Dealer Agreements [Member] | Minimum [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Weighted Average Amortization Period in Years | 8 years | ||
Acquisition of Dealership [Member] | Dealer Agreements [Member] | Maximum [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Weighted Average Amortization Period in Years | 10 years | ||
Acquisition of Dealership [Member] | 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 | ||
Asset Purchase Agreement [Member] | Camp-Land, Inc. [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Debt instrument, maturity date | Jan. 5, 2025 | ||
Payments of principal and interest | $ 435 | ||
Debt instrument, interest rate | 3.25% |
SCHEDULE OF RECEIVABLES (Detail
SCHEDULE OF RECEIVABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Past Due [Line Items] | ||
Receivables, gross | $ 31,060 | $ 20,123 |
Less: Allowance for doubtful accounts | (456) | (659) |
Receivables, net | 30,604 | 19,464 |
Contracts In Transit And Vehicle Receivables [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Receivables, gross | 24,182 | 15,995 |
Manufacturer Receivables [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Receivables, gross | 4,105 | 2,705 |
Finance And Other Receivables [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Receivables, gross | $ 2,773 | $ 1,423 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventories, gross | $ 251,343 | $ 119,894 |
Less: excess of current cost over LIFO | (8,437) | (3,627) |
Total | 242,906 | 116,267 |
New Recreational Vehicles [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 177,744 | 92,434 |
Pre-owned Recreational Vehicles [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 66,013 | 22,967 |
Parts Accessoriesand Other [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | $ 7,586 | $ 4,493 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 146,623 | $ 123,886 |
Less: Accumulated depreciation and amortization | (25,875) | (17,566) |
Property and equipment, net | 120,748 | 106,320 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 31,910 | 25,954 |
Building and Improvements Including Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 94,720 | 74,767 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,874 | 8,572 |
Company Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,333 | 987 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,786 | $ 13,606 |
SCHEDULE OF DEPRECIATION AND AM
SCHEDULE OF DEPRECIATION AND AMORTIZATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 8,386 | $ 6,682 |
SCHEDULE OF CHANGES IN GOODWILL
SCHEDULE OF CHANGES IN GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 45,095 | $ 38,979 |
Acquisitions | 34,873 | 6,116 |
Measurement period adjustments | 350 | |
Ending balance | $ 80,318 | $ 45,095 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND ACCUMULATED AMORTIZATION (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Net Asset Value | $ 87,800 | $ 72,757 |
Manufacturer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 64,500 | 43,800 |
Accumulated Amortization | 14,008 | 8,901 |
Net Asset Value | 50,492 | 34,899 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,155 | 9,790 |
Accumulated Amortization | 3,102 | 2,233 |
Net Asset Value | 7,053 | 7,557 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 230 | 230 |
Accumulated Amortization | 75 | 29 |
Net Asset Value | 155 | 201 |
Amortizable Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 74,885 | 53,820 |
Accumulated Amortization | 17,185 | 11,163 |
Net Asset Value | 57,700 | 42,657 |
Trade Names and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30,100 | 30,100 |
Accumulated Amortization | ||
Net Asset Value | 30,100 | 30,100 |
Non-amortizable Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 104,985 | 83,920 |
Accumulated Amortization | 17,185 | 11,163 |
Net Asset Value | $ 87,800 | $ 72,757 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 6,025 | $ 4,580 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 7,226 |
2023 | 7,226 |
2024 | 7,226 |
2025 | 7,158 |
2026 | 6,479 |
Thereafter | 22,385 |
Finite lived intangible assets, net | $ 57,700 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Weighted average remaining amortization period | 9 years 9 months 14 days |
SCHEDULE OF FINANCING LIABILITY
SCHEDULE OF FINANCING LIABILITY (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Financing liability | $ 104,638 | $ 80,254 |
Debt discount | (202) | (158) |
Financing liability, net of debt discount | 104,436 | 80,096 |
Less: current portion | 1,970 | 1,462 |
Financing liability, non-current portion | $ 102,466 | $ 78,634 |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
2022 | $ 10,060 |
2023 | 10,696 |
2024 | 11,375 |
2025 | 12,094 |
2026 | 12,860 |
Thereafter | 215,142 |
Future minimum payments due | 272,227 |
Principal [Member] | |
Lessee, Lease, Description [Line Items] | |
2022 | 1,970 |
2023 | 2,289 |
2024 | 2,635 |
2025 | 3,005 |
2026 | 3,405 |
Thereafter | 70,522 |
Future minimum payments due | 83,826 |
Interest [Member] | |
Lessee, Lease, Description [Line Items] | |
2022 | 8,090 |
2023 | 8,407 |
2024 | 8,740 |
2025 | 9,089 |
2026 | 9,455 |
Thereafter | 144,620 |
Future minimum payments due | $ 188,401 |
FINANCING LIABILITY (Details Na
FINANCING LIABILITY (Details Narrative) - USD ($) $ in Thousands | Oct. 01, 2021 | Aug. 11, 2021 | Mar. 10, 2020 | Aug. 07, 2018 | Dec. 23, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Proceeds from sale of land, building and improvements | $ 13,250 | $ 5,350 | $ 56,000 | |||||
Lease term | 20 years | 20 years | 20 years | 20 years | 20 years | 12 months | ||
Lease renewal term | 10 years | 10 years | 10 years | 10 years | 10 years | |||
Lease implied interest rate | 6.06% | 6.40% | 7.90% | 7.30% | ||||
Financing liability residual | $ 2,775 | $ 4,921 | $ 1,780 | $ 11,000 | $ 32,004 | |||
Amount drawn for improvements | 11,538 | $ 4,206 | ||||||
Percentage of outstanding, multiplier of advance | 8.00% | |||||||
Proceeds from sale of land | $ 2,500 | 4,921 | ||||||
Finance liability, interest paid | 5,520 | $ 4,816 | ||||||
Finance liability, principal payments | $ 1,920 | $ 1,118 | ||||||
Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Lease renewal term | 20 years | |||||||
September 30, 2019 [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total availability for improvement funding from lessor | $ 3,600 | $ 12,483 | $ 5,000 |
SCHEDULE OF ACCOUNTS PAYABLE, A
SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 28,356 | $ 18,077 |
Other accrued expenses | 5,064 | 4,713 |
Customer deposits | 8,511 | 6,002 |
Accrued compensation | 8,564 | 4,311 |
Accrued charge-backs | 8,243 | 5,553 |
Accrued interest | 261 | 125 |
Total | $ 58,999 | $ 38,781 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 01, 2021 | Mar. 10, 2020 | Aug. 07, 2018 | Dec. 23, 2015 |
Leases | |||||
2022 | $ 6,441 | ||||
2023 | 6,257 | ||||
2024 | 5,238 | ||||
2025 | 4,310 | ||||
2026 | 3,108 | ||||
Thereafter | 13,296 | ||||
Total lease payments | 38,650 | ||||
Less: Imputed interest | 6,646 | ||||
Present value of lease liabilities | $ 32,004 | $ 2,775 | $ 4,921 | $ 1,780 | $ 11,000 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating cash flows for operating leases | $ 5,309 | $ 3,809 |
Operating leases | 20,659 | 756 |
Finance lease | 24 | 4,015 |
ROU assets obtained in exchange for lease liabilities | $ 20,683 | $ 4,771 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2021 | Aug. 11, 2021 | May 19, 2020 | Mar. 10, 2020 | Aug. 07, 2018 | Dec. 23, 2015 | |
Lease term | 12 months | 20 years | 20 years | 20 years | 20 years | 20 years | ||
Lease renewal terms | 10 years | 10 years | 10 years | 10 years | 10 years | |||
Property and equipment | $ 120,748 | $ 106,320 | ||||||
Operating lease term | 7 years 6 months | |||||||
Weighted-average discount rate of operating leases | 5.00% | |||||||
Operating lease cost | $ 5,309 | $ 3,809 | ||||||
Short term leases | $ 0 | |||||||
Korges Enterprises, Inc [Member] | ||||||||
Property and equipment | $ 4,015 | |||||||
Financing liability offset amount | $ 4,015 | |||||||
Maximum [Member] | ||||||||
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Floor plan notes payable, gross | $ 192,868 | $ 105,486 |
Debt discount | (648) | (87) |
Floor plan notes payable, net of debt discount | $ 192,220 | $ 105,399 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Gross Principal Amount, Total long-term debt | $ 19,287 | $ 32,647 |
Debt Discount, Total long-term debt | (93) | (41) |
Total Debt, Net of Debt Discount, Total long-term debt | 19,194 | 32,606 |
Gross Principal Amount, current portion | 5,510 | 24,161 |
Debt Discount, current portion | ||
Total Debt, Net of Debt Discount, current portion | 5,510 | 24,161 |
Gross Principal Amount, Long term debt, non-current | 13,777 | 8,486 |
Debt Discount, Long term debt, non-current | (93) | (41) |
Total Debt, Net of Debt Discount, Long term debt, non-current | 13,684 | 8,445 |
Term loan and Mortgage [Member] | ||
Short-term Debt [Line Items] | ||
Gross Principal Amount, Total long-term debt | 15,793 | 18,758 |
Debt Discount, Total long-term debt | (93) | (41) |
Total Debt, Net of Debt Discount, Total long-term debt | 15,700 | 18,717 |
Paycheck Protection Program Loans [Member] | ||
Short-term Debt [Line Items] | ||
Gross Principal Amount, Total long-term debt | 819 | 8,704 |
Debt Discount, Total long-term debt | ||
Total Debt, Net of Debt Discount, Total long-term debt | 819 | 8,704 |
Acquisition Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Gross Principal Amount, Total long-term debt | 2,675 | 5,185 |
Debt Discount, Total long-term debt | ||
Total Debt, Net of Debt Discount, Total long-term debt | $ 2,675 | $ 5,185 |
SCHEDULE OF MATURITIES OF LONG-
SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 5,501 | |
2023 | 3,607 | |
2024 | 9,779 | |
2025 | 400 | |
2026 | ||
Total | $ 19,287 | $ 32,647 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | Jul. 14, 2021 | Jun. 14, 2021 | Feb. 13, 2021 | May 04, 2020 | Apr. 30, 2020 | Apr. 28, 2020 | Mar. 06, 2020 | Mar. 15, 2018 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 19,287 | $ 32,647 | |||||||||
Paycheck Protection Program Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | 819 | $ 8,704 | |||||||||
Notes Payable | $ 6,831 | ||||||||||
Debt Instrument, Maturity Date | May 4, 2022 | Apr. 30, 2022 | Apr. 30, 2020 | ||||||||
Proceeds from Notes Payable | $ 637 | $ 1,236 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||
Debt Instrument, Decrease, Forgiveness | 6,626 | ||||||||||
Proceeds from issuance of debt | 2,000 | ||||||||||
Amended and Restated Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 369,100 | ||||||||||
Amended and Restated Credit Agreement [Member] | Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | 11,300 | ||||||||||
Amended and Restated Credit Agreement [Member] | Mortgage Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | 5,800 | ||||||||||
Amended and Restated Credit Agreement [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 maturity date | Mar. 15, 2021 | ||||||||||
Line of credit facility, extended expiration date | Sep. 15, 2021 | Jun. 15, 2021 | |||||||||
M&T Facility [Member] | Third Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 6,136 | ||||||||||
Line of credit maturity 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] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 25,000 | ||||||||||
Line of credit maturity date | Jul. 14, 2024 | ||||||||||
Mortgage Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum amount of cash dividends | 63,225 | ||||||||||
Outstanding balance | $ 5,701 | ||||||||||
Interest rate | 2.3535% | ||||||||||
Mortgage Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.25% | ||||||||||
Mortgage Loan Facility [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 1.25% | ||||||||||
Mortgage Loan Facility [Member] | Third Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of loan monthly installments | $ 30 | ||||||||||
M&T Floor Plan Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 327,000 | ||||||||||
Outstanding balance | $ 100,013 | ||||||||||
Line of credit rate description | The Base Rate is defined in the new 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 $327,000 M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $90,000 may be used to finance pre-owned vehicle inventory and $1,000 for permitted Company vehicles. Principal becomes due upon the sale of the related vehicle. | |||||||||
Line of credit commitments percentage | 0.15% | ||||||||||
Interest expense | $ 1,852 | ||||||||||
M&T Floor Plan Line of Credit [Member] | Vehicles [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 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 | $ 90,000 | ||||||||||
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 | 235.97% | ||||||||||
Line of credit maximum borrowing capacity | $ 11,300 | ||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 2,600 | ||||||||||
Long-term Debt, Gross | $ 10,092 | ||||||||||
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 | $ 25,000 | ||||||||||
Line of credit maximum borrowing capacity | $ 25,000 | ||||||||||
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% |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 23,867 | $ 9,187 |
State | 5,804 | 2,536 |
Current: Income tax expense | 29,671 | 11,723 |
Federal | (1,161) | (1,177) |
State | (268) | (182) |
Deferred: Income tax expense | (1,429) | (1,359) |
Income tax expense | $ 28,242 | $ 10,364 |
SCHEDULE OF INCOME TAXES CALCUL
SCHEDULE OF INCOME TAXES CALCULATED USING STATUTORY FEDERAL INCOME TAX RATE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income taxes at statutory rate | $ 23,155 | $ 5,248 |
Income taxes at statutory rate, Percentage | 21.00% | 21.00% |
Non-deductible expense | $ 40 | $ 40 |
Non-deductible expense, percentage | 0.00% | 0.20% |
State income taxes, net of federal tax effect | $ 4,352 | $ 1,856 |
State income taxes, net of federal tax effect, percentage | 4.00% | 7.40% |
PPP loan forgivenes | $ (1,391) | |
PPP loan forgiveness rate | (1.30%) | 0.00% |
Stock-based compensation and officer compensation | $ (430) | $ 235 |
Stock-based compensation and officer compensation, percentage | (0.40%) | 0.90% |
Change in fair value of warrant liabilties | $ 2,511 | $ 3,043 |
Change in fair value of warrant liabilties rate | 2.30% | 12.20% |
Other credits and changes in estimate | $ 5 | $ (58) |
Other credits and changes in estimate, percentage | 0.00% | (0.20%) |
Income tax expense | $ 28,242 | $ 10,364 |
Income tax expense, percentage | 25.60% | 41.50% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Accounts receivable | $ 116 | $ 167 |
Accrued charge-backs | 2,093 | 1,412 |
Other accrued liabilities | 1,258 | 1,530 |
Goodwill | ||
Financing liability | 16,871 | 15,085 |
Transaction costs | ||
Stock based compensation | 596 | 1,009 |
Other, net | 164 | 535 |
Deferred tax assets, Total | 21,098 | 19,738 |
Prepaid expenses | (303) | (198) |
Goodwill | (857) | (480) |
Inventories | (6,303) | (5,343) |
Property and equipment | (14,782) | (15,073) |
Intangible assets | (12,516) | (13,735) |
Deferred tax liabilities, Total | (34,761) | (34,829) |
Net deferred tax (liabilities) | $ (13,663) | $ (15,091) |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employer discretionary contribution amount | $ 1,450 | $ 847 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
May 31, 2018 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,825,849 | |
Chief Financial Officer [Member] | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Percentage of target bonus on base salary | 150.00% | |
Board Members [Member] | ||
Loss Contingencies [Line Items] | ||
Annual cash compensation | $ 50,000 | |
Committee of Board of Directors [Member] | ||
Loss Contingencies [Line Items] | ||
Annual cash compensation | 5,000 | |
Chairman of Any Committees [Member] | ||
Loss Contingencies [Line Items] | ||
Annual cash compensation | 10,000 | |
Non-Employee Members [Member] | ||
Loss Contingencies [Line Items] | ||
Payments to employees | 50,000 | |
Employment Agreement [Member] | De Vincenzi [Member] | ||
Loss Contingencies [Line Items] | ||
Initial base salary | 37,500 | |
Payments to employees | $ 25,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 25,032,000 | |
Sale of Stock, Price Per Share | $ 30 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 10,613,000 | |
Employment Agreement [Member] | Chief Executive Officer [Member] | ||
Loss Contingencies [Line Items] | ||
Initial base salary | $ 540,000 | |
Percentage of target bonus on base salary | 100.00% | |
Employment Agreement [Member] | Chief Financial Officer [Member] | ||
Loss Contingencies [Line Items] | ||
Initial base salary | $ 325,000 | $ 325,000 |
Percentage of target bonus on base salary | 75.00% | 75.00% |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||
Preferred stock conversion price per share | $ 9.72 | ||
Market price per share on the date of issuance | $ 10.29 | ||
Beneficial conversion | $ | $ 3,392 | ||
Reduction in preferred stock | $ | 2,035 | ||
Dividend payment on preferred stock | $ | $ 10,983 | 4,801 | $ 10,983 |
Dividends payable | $ | $ 1,210 | $ 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 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Fair value assumptions, measurement input, percentages | 0.0261 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Fair value assumptions, measurement input, percentages | 0 | ||
Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant redemption price per share | $ 0.01 | ||
Common Stock [Member] | Exceeds Price Point [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock market price per share | $ 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 | ||
Warrant to purchase common shares | shares | 178,882 | ||
Warrant exercise price | $ 11.50 | ||
Aggregate offering costs | $ | $ 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 | $ 25 | ||
Warrant term | 5 years | ||
Warrant to purchase common shares | shares | 596,273 | ||
Warrant exercise price | $ 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 | ||
Preferred stock dividend rate percentage | 8.00% | ||
Issue price of preferred stock | $ 100,000 | ||
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] | Board of Directors [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of preferred stock owned | shares | 500,000 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 12 Months Ended |
Dec. 31, 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 | (1,212,982) |
Weighted Average Exercise Price Exercised | $ / shares | |
Shares Underlying Warrants, Outstanding, Ending balance | shares | 3,419,105 |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Total warrant liabilties | $ 15,293 | $ 15,096 |
PIPE Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilties | 13,603 | 13,716 |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilties | $ 1,690 | $ 1,380 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Equity [Abstract] | |
Shares Underlying Options, Outstanding, Beginning balance | shares | 4,063,362 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 10.60 |
Shares Underlying Options, Granted | shares | 245,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 21.32 |
Shares Underlying Options, Cancelled or terminated | shares | (195,841) |
Weighted Average Exercise Price, Cancelled or terminated | $ / shares | |
Shares Underlying Options, Exercised | shares | (2,825,849) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 10.83 |
Shares Underlying Options, Outstanding, Ending balance | shares | 1,286,672 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 11.87 |
Weighted Average Remaining Contractual Life, Outstanding, Ending balance | 2 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | $ 12,162 |
Shares Underlying Options, Vested, Ending balance | shares | 306,147 |
Weighted Average Exercise Price, Vested, Ending balan | $ / shares | $ 10.26 |
Weighted Average Remaining Contractual Life, Vested, Ending balance | 1 year 6 months 21 days |
Aggregate Intrinsic Value, Vested, Ending balance | $ | $ 3,453 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.25% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.07% |
Expected volatility, minimum | 55.00% |
Expected volatility, maximum | 81.00% |
Expected dividends | 0.00% |
Minimum [Member] | |
Expected term (years) | 3 years 6 months |
Maximum [Member] | |
Expected term (years) | 3 years 9 months |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 02, 2021 | Sep. 13, 2021 | Jun. 01, 2021 | Dec. 02, 2020 | Jun. 01, 2020 | Nov. 06, 2019 | May 20, 2019 | Mar. 15, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Stock based compensation | $ 750 | $ 1,566 | ||||||||
Number of shares issued under ESPP, value | 638 | 335 | ||||||||
Stock based compensation related to awards with market conditions | $ 336 | 923 | ||||||||
Number of shares options granted | 245,000 | |||||||||
Expected risk-free rate, minimum | 0.25% | |||||||||
Expected risk-free rate, maximum | 1.07% | |||||||||
Expected dividend yield | 0.00% | |||||||||
Expected annual volatility, minimum | 55.00% | |||||||||
Expected annual volatility, maximum | 81.00% | |||||||||
Stock based compensation related to awards with service conditions | $ 531 | 508 | ||||||||
Compensation cost unrecognized | $ 3,916 | |||||||||
Weighted average service period | 3 years 1 month 17 days | |||||||||
Weighted average grant date fair value of awards issued | $ 4.24 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 29,393 | 241 | ||||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | $ 1,087,000 | $ 0 | ||||||||
Minimum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Expected term | 3 years 6 months | |||||||||
Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Expected term | 3 years 9 months | |||||||||
PIPE Investment [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrant to purchase shares of common stock | 2,522,458 | |||||||||
Warrants Holders [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrant to purchase shares of common stock | 2,000,000 | |||||||||
Placement Agent [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrant to purchase shares of common stock | 178,882 | |||||||||
Warrant exercise price | $ 11.50 | |||||||||
Warrant term | 5 years | |||||||||
Employees [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares options granted | 245,000 | 530,000 | ||||||||
Stock option exercise price description | The options have an exercise price of $21.01, $22.41 or $23.11. | The options have an exercise price of $7.91, $8.50 or $14.68. | ||||||||
Fair value of the options issued | $ 2,920 | $ 1,915 | ||||||||
Expected risk-free rate, minimum | 0.25% | |||||||||
Expected risk-free rate, maximum | 0.43% | |||||||||
Expected dividend yield | 0.00% | |||||||||
Expected annual volatility, minimum | 55.00% | |||||||||
Expected annual volatility, maximum | 73.00% | |||||||||
Granted stock options term | 5 years | |||||||||
Stock options vesting term | 4 years | |||||||||
Employees [Member] | Minimum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Expected term | 3 years 6 months | |||||||||
Employees [Member] | Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Expected term | 3 years 9 months | |||||||||
Non-Redeemable Pre-funded Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrant to purchase shares of common stock | 2,155,000 | |||||||||
Warrant exercise price | $ 11.50 | |||||||||
Warrant term | 5 years | |||||||||
Warrants exchange | 4,310,000 | |||||||||
Number of warrant exercisable on cashless basis | 155,000 | |||||||||
Non-Redeemable Pre-funded Warrants [Member] | Placement Agent [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrant to purchase shares of common stock | 116,376 | |||||||||
Warrant exercise price | $ 11.50 | |||||||||
Warrant term | 5 years | |||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issued under ESPP | 22,499 | 23,670 | 51,437 | 42,194 | 97,606 | 42,194 | ||||
Shares issued price per share | $ 13.81 | $ 3.587 | ||||||||
Number of shares issued under ESPP, value | $ 311 | $ 327 | $ 335 | |||||||
Warrant redemption price per share | $ 0.01 | |||||||||
Common Stock [Member] | Exceeds Price Point [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock market price per share | 24 | |||||||||
Common Stock [Member] | Warrants Holders [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrant redemption price per share | $ 0.01 | $ 0.01 | ||||||||
Common Stock [Member] | Non-Redeemable Pre-funded Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrant to purchase shares of common stock | 1,339,499 | |||||||||
Warrant exercise price | $ 0.01 | |||||||||
Common Stock [Member] | Warrant One [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrant to purchase shares of common stock | 1,630,927 | |||||||||
Warrant exercise price | $ 11.50 | |||||||||
Proceeds from issuance of warrants | $ 34,783 | |||||||||
Payments for offering costs | 2,065 | |||||||||
Warrants outstanding | $ 300,357 | |||||||||
Common Stock [Member] | PIPE Investment [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of common stock shares sold | 2,653,984 | |||||||||
Common Stock [Member] | PIPE Investment [Member] | Warrant One [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrant term | 5 years | |||||||||
Warrant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrant to purchase shares of common stock | 300,357 | |||||||||
Warrant exercise price | $ 0.01 | |||||||||
Exceeds Price Point [Member] | Common Stock [Member] | Non-Redeemable Pre-funded Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrant redemption price per share | $ 24 | |||||||||
2018 Long-Term Incentive Equity Plan [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 13.00% | |||||||||
Options issuable under stock price trigger | $ 8.75 | |||||||||
Number of common shares reserved for future issuance | 600,000 | 250,399 | ||||||||
2018 Long-Term Incentive Equity Plan [Member] | Increased Plan By Formula [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 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 | 725,142 | ||||||||
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 value per share of the common on the first day of the purchase period or the last day of the purchase period. | |||||||||
Number of shares issued under ESPP | 97,606 | 42,194 | ||||||||
Stock based compensation | $ 349 | $ 135 | ||||||||
Stock Repurchase Program [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Shares authorized to repurchase, value | $ 25,000 | $ 4,000 | ||||||||
Number of shares repurchased | 566,013 | 63,299 | ||||||||
Number of shares repurchased, value | $ 12,016 | $ 185 |
SCHEDULE OF FAIR VALUE ADJUSTME
SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant | $ 15,293 | $ 15,096 |
Private Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant | 1,690 | 1,380 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant | 13,603 | 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 | ||
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 | 1,690 | 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 | 1,690 | 1,380 |
PIPE Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant | 13,603 | 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 | 13,603 | 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) | 12 Months Ended | |
Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, term | 1 year 2 months 12 days | 2 years 2 months 12 days |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, price per share | $ 21.54 | $ 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, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, price per share | 57.4 | 81.2 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, price per share | 0.46 | 0.14 |
Expected Dividend Yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, price per share | 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 | $ 5.45 | $ 4.45 |
SCHEDULE OF LIABILITIES MEASURE
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PIPE Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value beginning | $ 13,716 | |
Exercise or conversion | (7,208) | |
Measurement adjustment | 7,095 | |
Fair value ending | 13,603 | $ 13,716 |
PIPE Warrants [Member] | Revision of Prior Period, Adjustment [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value beginning | 13,716 | 555 |
Exercise or conversion | (145) | |
Measurement adjustment | 13,306 | |
Fair value ending | 13,716 | |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value beginning | 1,380 | |
Exercise or conversion | ||
Measurement adjustment | 310 | |
Fair value ending | 1,690 | 1,380 |
Private Warrants [Member] | Revision of Prior Period, Adjustment [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value beginning | $ 1,379 | 192 |
Exercise or conversion | ||
Measurement adjustment | 1,187 | |
Fair value ending | $ 1,379 |
SCHEDULE OF QUARTERLY FINANCIAL
SCHEDULE OF QUARTERLY FINANCIAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Income from Operations | $ 124,094 | $ 47,531 | |||||||
Income tax expense | 28,242 | 10,364 | |||||||
Net Income (Loss) Attributable to Parent | $ 7,899 | $ 2,758 | $ 412 | 82,021 | 14,626 | ||||
Net income attributable to common stock and participating securities | $ 77,220 | 8,343 | |||||||
Earnings Per Share, Basic and Diluted | $ 0.42 | $ 0.14 | $ 0.04 | ||||||
Revision of Prior Period, Adjustment [Member] | |||||||||
Income from Operations | $ 17,532 | $ 12,628 | $ 6,784 | ||||||
Interest Expense, Other | [1] | (9,648) | (4,782) | (2,085) | |||||
Income tax expense | (4,184) | (2,536) | (1,300) | ||||||
Net Income (Loss) Attributable to Parent | 3,700 | [1] | 5,310 | [1] | 3,399 | [1] | (14,494) | ||
Dividends of Series A Convertible Preferred Stock | (1,745) | (1,684) | (1,644) | ||||||
Net income attributable to common stock and participating securities | $ 1,955 | $ 3,626 | $ 1,755 | $ (14,494) | |||||
Earnings Per Share, Basic and Diluted | $ 0.13 | [1] | $ 0.25 | [1] | $ 0.12 | [1] | $ (0.99) | ||
Weighted average shares outstanding basic and diluted | 10,807,368 | 9,715,677 | 9,757,036 | 9,809,783 | |||||
[1] | Due to the impact of the restatement described in Note 2, amounts presented herein do not agree to amounts included within previously filed Form 10-Q’s. For the quarters ended March 31, June 30, and September 30, 2020: Net income has been adjusted by $ 412 2,758 7,899 0.04 0.14 0.42 |
SCHEDULE OF QUARTERLY FINANCI_2
SCHEDULE OF QUARTERLY FINANCIAL INFORMATION (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |||||
Net income | $ 7,899 | $ 2,758 | $ 412 | $ 82,021 | $ 14,626 |
Basic and diluted income (loss) per share | $ 0.42 | $ 0.14 | $ 0.04 |