Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
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, 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 | |
Trading Symbol | LAZY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,536,703 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 100,774 | $ 98,120 |
Receivables, net of allowance for doubtful accounts of $656 and $456 at September 30, 2022 and December 31, 2021, respectively | 25,079 | 30,604 |
Inventories | 319,436 | 242,906 |
Income tax receivable | 5,819 | 1,302 |
Prepaid expenses and other | 3,797 | 2,703 |
Total current assets | 454,905 | 375,635 |
Property and equipment, net | 145,217 | 120,748 |
Operating lease assets | 27,772 | 32,004 |
Goodwill | 83,460 | 80,318 |
Intangible assets, net | 83,498 | 87,800 |
Other assets | 2,214 | 1,623 |
Total assets | 797,066 | 698,128 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 46,223 | 58,999 |
Dividends payable | 1,210 | 1,210 |
Floor plan notes payable, net of debt discount | 290,298 | 192,220 |
Financing liability, current portion | 2,223 | 1,970 |
Long-term debt, current portion | 3,886 | 5,510 |
Operating lease liability, current portion | 4,972 | 6,441 |
Total current liabilities | 348,812 | 266,350 |
Long term liabilities | ||
Financing liability, non-current portion, net of debt discount | 108,990 | 102,466 |
Long term debt, non-current portion, net of debt discount | 10,924 | 13,684 |
Operating lease liability, non-current portion | 23,459 | 25,563 |
Deferred income tax liability | 13,663 | 13,663 |
Warrant liabilities | 4,109 | 15,293 |
Total liabilities | 509,957 | 437,019 |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of September 30, 2022 and December 31, 2021; liquidation preference of $60,000 as of September 30, 2022 and December 31, 2021, 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; 13,924,792 and 13,694,417 shares issued and 10,626,903 and 12,987,105 outstanding at September 30, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 123,257 | 121,831 |
Treasury Stock, at cost, 3,297,889 and 707,312 shares at September 30, 2022 and December 31, 2021, respectively | (55,734) | (12,515) |
Retained earnings | 164,603 | 96,810 |
Total stockholders’ equity | 232,126 | 206,126 |
Total liabilities and stockholders’ equity | $ 797,066 | $ 698,128 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 656 | $ 456 |
Temporary equity, shares authorized | 600,000 | 600,000 |
Temporary equity, shares issued | 600,000 | 600,000 |
Temporary equity, 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 | 13,924,792 | 13,694,417 |
Common stock, shares outstanding | 10,626,903 | 12,987,105 |
Treasury stock, shares | 3,297,889 | 707,312 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Total revenues | $ 333,758 | $ 318,728 | $ 1,083,471 | $ 912,512 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||||
Total cost applicable to revenue | 257,915 | 228,465 | 809,154 | 671,917 |
Transaction costs | (38) | 678 | 83 | 1,528 |
Depreciation and amortization | 4,202 | 3,717 | 12,338 | 10,276 |
Stock-based compensation | 831 | 132 | 2,083 | 815 |
Selling, general, and administrative expenses | 55,027 | 47,597 | 172,403 | 130,109 |
Income from operations | 15,821 | 38,139 | 87,410 | 97,867 |
Other income/expenses | ||||
PPP loan forgiveness | 6,626 | |||
Interest expense | (4,603) | (2,006) | (10,900) | (5,733) |
Change in fair value of warrant liabilities | (521) | 2,162 | 10,671 | (11,090) |
Inducement Loss on Warrant Conversion | (246) | |||
Total other income (expense) | (5,124) | 156 | (229) | (10,443) |
Income before income tax expense | 10,697 | 38,295 | 87,181 | 87,424 |
Income tax expense | (3,032) | (7,326) | (19,388) | (22,299) |
Net income | 7,665 | 30,969 | 67,793 | 65,125 |
Dividends on Series A Convertible Preferred Stock | (1,210) | (1,210) | (3,590) | (3,591) |
Net income attributable to common stock and participating securities | $ 6,455 | $ 29,759 | $ 64,203 | $ 61,534 |
EPS: | ||||
Basic | $ 0.38 | $ 1.69 | $ 3.57 | $ 3.58 |
Diluted | $ 0.35 | $ 1.16 | $ 2.39 | $ 2.90 |
Weighted average shares outstanding: | ||||
Basic | 11,132,317 | 11,556,423 | 11,930,649 | 11,146,020 |
Diluted | 11,883,985 | 14,924,531 | 13,351,591 | 13,774,331 |
New And Preowned Vehicles [Member] | ||||
Revenues | ||||
Total revenues | $ 300,803 | $ 285,781 | $ 978,583 | $ 820,875 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||||
Total cost applicable to revenue | 250,631 | 221,176 | 786,995 | 651,970 |
Other [Member] | ||||
Revenues | ||||
Total revenues | 32,955 | 32,947 | 104,888 | 91,637 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||||
Total cost applicable to revenue | $ 7,284 | $ 7,289 | $ 22,159 | $ 19,947 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Adjustments to LIFO reserve | $ 3,904 | $ 655 | $ 8,230 | $ 1,409 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ (499) | $ 71,226 | $ 14,789 | $ 85,516 | |
Beginning balance, shares at Dec. 31, 2020 | 9,656,041 | 141,299 | |||
Stock-based compensation | 372 | 372 | |||
Conversion of warrants and options | 21,687 | 21,687 | |||
Conversion of warrants and options, shares | 1,049,915 | ||||
Dividends on Series A preferred stock | (1,184) | (1,184) | |||
Net income | 8,844 | 8,844 | |||
Shares issued pursuant to the Employee Stock Purchase Plan | |||||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 51,437 | ||||
Ending balance, value at Mar. 31, 2021 | $ (499) | 92,101 | 23,633 | 115,235 | |
Ending balance, shares at Mar. 31, 2021 | 10,757,393 | 141,299 | |||
Beginning balance, value at Dec. 31, 2020 | $ (499) | 71,226 | 14,789 | 85,516 | |
Beginning balance, shares at Dec. 31, 2020 | 9,656,041 | 141,299 | |||
Net income | 65,125 | ||||
Ending balance, value at Sep. 30, 2021 | $ (499) | 100,277 | 79,911 | 179,689 | |
Ending balance, shares at Sep. 30, 2021 | 11,665,423 | 141,299 | |||
Beginning balance, value at Mar. 31, 2021 | $ (499) | 92,101 | 23,633 | 115,235 | |
Beginning balance, shares at Mar. 31, 2021 | 10,757,393 | 141,299 | |||
Stock-based compensation | 311 | 311 | |||
Conversion of warrants and options | 1,497 | 1,497 | |||
Conversion of warrants and options, shares | 97,084 | ||||
Dividends on Series A preferred stock | (1,197) | (1,197) | |||
Net income | 25,309 | 25,309 | |||
Shares issued pursuant to the Employee Stock Purchase Plan | 327 | 327 | |||
Ending balance, value at Jun. 30, 2021 | $ (499) | 93,039 | 48,942 | 141,482 | |
Ending balance, shares at Jun. 30, 2021 | 10,854,477 | 141,299 | |||
Stock-based compensation | 132 | 132 | |||
Conversion of warrants and options | 8,316 | 8,316 | |||
Conversion of warrants and options, shares | 787,276 | ||||
Dividends on Series A preferred stock | (1,210) | (1,210) | |||
Net income | 30,969 | 30,969 | |||
Shares issued pursuant to the Employee Stock Purchase Plan | |||||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 23,670 | ||||
Ending balance, value at Sep. 30, 2021 | $ (499) | 100,277 | 79,911 | 179,689 | |
Ending balance, shares at Sep. 30, 2021 | 11,665,423 | 141,299 | |||
Beginning balance, value at Dec. 31, 2021 | $ (12,515) | 121,831 | 96,810 | 206,126 | |
Beginning balance, shares at Dec. 31, 2021 | 13,694,417 | 707,312 | |||
Stock-based compensation | 523 | 523 | |||
Repurchase of treasury stock | $ (19,175) | (19,175) | |||
Repurchase of treasury stock, shares | 1,086,797 | ||||
Conversion of warrants and options | 1,867 | 1,867 | |||
Conversion of warrants and options, shares | 148,765 | ||||
Dividends on Series A preferred stock | (1,184) | (1,184) | |||
Net income | 28,284 | 28,284 | |||
Ending balance, value at Mar. 31, 2022 | $ (31,690) | 123,037 | 125,094 | 216,441 | |
Ending balance, shares at Mar. 31, 2022 | 13,843,182 | 1,794,109 | |||
Beginning balance, value at Dec. 31, 2021 | $ (12,515) | 121,831 | 96,810 | 206,126 | |
Beginning balance, shares at Dec. 31, 2021 | 13,694,417 | 707,312 | |||
Net income | 67,793 | ||||
Ending balance, value at Sep. 30, 2022 | $ (55,734) | 123,257 | 164,603 | 232,126 | |
Ending balance, shares at Sep. 30, 2022 | 13,924,792 | 3,297,889 | |||
Beginning balance, value at Mar. 31, 2022 | $ (31,690) | 123,037 | 125,094 | 216,441 | |
Beginning balance, shares at Mar. 31, 2022 | 13,843,182 | 1,794,109 | |||
Stock-based compensation | 729 | 729 | |||
Repurchase of treasury stock | $ (18,991) | (18,991) | |||
Repurchase of treasury stock, shares | 1,166,609 | ||||
Conversion of warrants and options | 354 | 354 | |||
Conversion of warrants and options, shares | 31,750 | ||||
Dividends on Series A preferred stock | (1,197) | (1,197) | |||
Net income | 31,844 | 31,844 | |||
Shares issued pursuant to the Employee Stock Purchase Plan | 602 | 602 | |||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 39,860 | ||||
Ending balance, value at Jun. 30, 2022 | $ (50,681) | 123,525 | 156,938 | 229,782 | |
Ending balance, shares at Jun. 30, 2022 | 13,914,792 | 2,960,718 | |||
Stock-based compensation | 831 | 831 | |||
Repurchase of treasury stock | $ (5,053) | (5,053) | |||
Repurchase of treasury stock, shares | 337,171 | ||||
Conversion of warrants and options | 111 | 111 | |||
Conversion of warrants and options, shares | 10,000 | ||||
Dividends on Series A preferred stock | (1,210) | (1,210) | |||
Net income | 7,665 | 7,665 | |||
Ending balance, value at Sep. 30, 2022 | $ (55,734) | $ 123,257 | $ 164,603 | $ 232,126 | |
Ending balance, shares at Sep. 30, 2022 | 13,924,792 | 3,297,889 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net income | $ 67,793 | $ 65,125 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Stock based compensation | 2,083 | 815 |
Bad debt expense | 76 | 11 |
Depreciation and amortization of property and equipment | 6,893 | 6,068 |
Amortization of intangible assets | 5,445 | 4,208 |
Amortization of debt discount | 248 | 178 |
Non-cash lease expense | 131 | 42 |
Loss (gain) on sale of property and equipment | (18) | 136 |
PPP loan forgiveness | (6,626) | |
Change in fair value of warrant liabilities | (10,671) | 11,090 |
Inducement loss on warrant conversion | 246 | |
Changes in operating assets and liabilities: | ||
Receivables | 5,884 | (8,770) |
Inventories | (68,046) | (4,801) |
Prepaid expenses and other | (1,027) | (1,229) |
Income tax receivable/payable | (4,584) | 2,976 |
Other assets | (591) | (109) |
Accounts payable, accrued expenses and other current liabilities | (11,124) | 16,872 |
Total Adjustments | (75,301) | 21,107 |
Net Cash (Used In) Provided By Operating Activities | (7,508) | 86,232 |
Cash Flows From Investing Activities | ||
Cash paid for acquisitions | (14,694) | (63,036) |
Proceeds from sales of property and equipment | 19 | 139 |
Purchases of property and equipment | (23,508) | (16,907) |
Net Cash Used In Investing Activities | (38,183) | (79,804) |
Cash Flows From Financing Activities | ||
Net borrowings (repayments) under M&T bank floor plan | 89,835 | (23,995) |
Repayment of long term debt with M&T bank | (3,608) | (2,815) |
Proceeds from financing liability | 8,239 | 12,001 |
Repayments of financing liability | (1,494) | (1,302) |
Payment of dividends on Series A preferred stock | (3,604) | (3,591) |
Repurchase of Treasury Stock | (43,219) | |
Proceeds from shares issued pursuant to the Employee Stock Purchase Plan | 602 | |
Proceeds from exercise of warrants | 513 | 11,582 |
Proceeds from exercise of stock options | 1,819 | 8,316 |
Tax benefit related to stock-based awards | 67 | |
Repayments of acquisition notes payable | (805) | (2,244) |
Loan issuance costs | (865) | |
Net Cash Provided By (Used In) Financing Activities | 48,345 | (2,913) |
Net Increase In Cash | 2,654 | 3,515 |
Cash - Beginning | 98,120 | 63,512 |
Cash - Ending | 100,774 | 67,027 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 10,481 | 5,632 |
Cash paid during the period for income taxes net of refunds received | 23,920 | 19,350 |
Non-Cash Investing and Financing Activities | ||
Accrued dividends on Series A Preferred Stock | 1,210 | 1,210 |
Operating lease assets | (285) | (16,378) |
Operating lease liabilities | 285 | 16,378 |
Net assets acquired in acquisitions | $ 18,071 | $ 27,062 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Lazydays Holdings, Inc. (the “Company” or “Holdings”), a Delaware corporation, was originally formed on October 24, 2017, as a wholly owned subsidiary of Andina Acquisition Corp. II (“Andina”), an exempted company incorporated in the Cayman Islands on July 1, 2015 Lazydays RV has subsidiaries that operate recreational vehicle (“RV”) dealerships in eighteen 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, two in the state of Minnesota, two in the state of Indiana, one in the state of Oregon, one in the state of Washington, one in the state of Wisconsin and one in the state of Oklahoma. Lazydays RV has also operated a dedicated service center location near Houston, Texas since early 2020, which was expanded to include a sales center in the fourth quarter 2022. Through its subsidiaries, Lazydays RV sells and services new and pre-owned RVs, and related parts and accessories. The Company also arranges financing and extended service contracts for vehicle sales through third-party financing sources and extended warranty providers. It also offers to its customers ancillary services such as overnight campground and restaurant facilities. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with Lazydays Holdings, Inc.’s consolidated financial statements and notes as of December 31, 2021 and 2020 included in the Annual Report on Form 10-K filed with the SEC on March 11, 2022. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Principles of Consolidation The condensed consolidated financial statements include the accounts of Holdings, 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; Lazydays RV of Wisconsin, LLC; and Lazydays RV of Oklahoma, LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, allowance for doubtful accounts, stock-based compensation and fair value of warrant liabilities. Revenue Recognition The core principle of revenue recognition is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies a five-step model for revenue measurement and recognition. Revenues are recognized when control of the promised goods or services is transferred to the customers at the expected amount the Company is entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the condensed consolidated statements of income. The following table represents the Company’s disaggregation of revenue: SCHEDULE OF DISAGGREGATION OF REVENUE Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 New vehicle revenue $ 203,456 $ 181,395 $ 640,078 $ 550,366 Pre-owned vehicle revenue 97,347 104,386 338,505 270,509 Parts, accessories, and related services 13,813 12,233 40,580 34,571 Finance and insurance revenue 18,574 20,130 61,591 54,476 Campground and other revenue 568 584 2,717 2,590 Total $ 333,758 $ 318,728 $ 1,083,471 $ 912,512 Revenue from the sale of vehicles is recognized at a point in time on delivery, transfer of title and completion of financing arrangements. Revenue from the sale of parts, accessories and related service is recognized as services and parts are delivered or as a customer approves elements of the completion of service. Revenue from the sale of parts, accessories and related service is recognized in other revenue in the accompanying condensed consolidated statements of income. The Company receives commissions from the sale of insurance and vehicle service contracts to customers. In addition, the Company arranges financing for customers through various financial institutions and receives commissions. The Company may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of some contracts by its customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicles and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The estimates for future charge-backs require judgment by management, and as a result there is an element of risk associated with these revenue streams. The Company recognized finance and insurance revenues, less the additions to the charge-back allowance, which is included in other revenue as follows (unaudited): SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Gross finance and insurance revenues $ 20,614 $ 22,193 $ 67,746 $ 60,113 Additions to charge-back allowance (2,040 ) (2,063 ) (6,155 ) (5,637 ) Net Finance Revenue $ 18,574 $ 20,130 $ 61,591 $ 54,476 The Company has an accrual for charge-backs, which totaled $ 9,188 8,243 Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon satisfaction of each respective performance obligation. These contract liabilities are included in Note 5 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the nine months ended September 30, 2022, $ 6,124 Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories and freight. For vehicles accepted in trades, the cost is the fair value of such pre-owned vehicles at the time of the trade-in. Other inventory includes parts and accessories as well as retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $ 16,667 8,437 Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 10 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock until a dividend is declared by the Company’s board of directors (the “Board”). Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of income based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. 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 income per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (Dollars in thousands - except share and per share amounts) Distributed earning allocated to common stock $ - $ - $ - $ - Undistributed earnings allocated to common stock 4,184 19,541 42,619 39,903 Net earnings allocated to common stock 4,184 19,541 42,619 39,903 Net earnings allocated to participating securities 2,271 10,218 21,584 21,631 Net earnings allocated to common stock and participating securities $ 6,455 $ 29,759 $ 64,203 $ 61,534 Weighted average shares outstanding for basic earnings per common share 10,831,960 11,256,066 11,630,292 10,845,663 Dilutive effect of pre-funded warrants 300,357 300,357 300,357 300,357 Weighted average shares outstanding for diluted earnings per share computation 11,132,317 11,556,423 11,930,649 11,146,020 Basic income per common share $ 0.38 $ 1.69 $ 3.57 $ 3.58 Diluted income per common share $ 0.35 $ 1.16 $ 2.39 $ 2.90 During the three and nine months ended September 30, 2022 and 2021, respectively, the denominator of the basic EPS was calculated as follow: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average outstanding common shares 10,831,960 11,256,066 11,630,292 10,845,663 Weighted average prefunded warrants 300,357 300,357 300,357 300,357 Weighted shares outstanding - basic $ 11,132,317 $ 11,556,423 $ 11,930,649 $ 11,146,020 During the three and nine months ended September 30, 2022 and 2021, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average outstanding common shares 10,831,960 11,256,066 11,630,292 10,845,663 Weighted average prefunded warrants 300,357 300,357 300,357 300,357 Weighted average warrants (equity) 434,727 964,205 611,612 964,205 Weighted average warrants (liabilities) - 739,797 425,210 - Weighted average options 316,941 1,664,106 384,120 1,664,106 Weighted shares outstanding - diluted 11,883,985 14,924,531 13,351,591 13,774,331 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 September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Warrants (liabilities) 302,235 - - 739,797 Stock options 245,032 20,000 245,032 20,000 Restricted stock units 88,605 - 45,361 - Shares issuable under the Employee Stock Purchase Plan 25,418 17,129 25,418 17,129 Share equivalents excluded from EPS 572,685 37,129 270,450 776,926 As of September 30, 2022, the Company had declared dividends of $ 1,210 5,962,733 Prior Period Financial Statement Correction of an Immaterial Misstatement During the fourth quarter of 2021 and the second quarter of 2022, the Company identified adjustments required to correct earnings per share for the year ended December 31, 2021 and the first three quarters of 2021.The adjustments were due to an error in the allocation of net income to participating securities and the inclusion of liability classified warrants in determining diluted earnings per share in periods they were anti-dilutive. The errors discovered resulted an overstatement of $ 0.09 0.04 0.27 0.11 0.36 0.17 0.15 0.19 Based on an analysis of “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously issued condensed consolidated financial statements, and as such, no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. Such correction may be made the next time the registrant files the prior period financial statements. Accordingly, the misstatements are being corrected prospectively in the Form 10-Q for the quarters ended June 30, 2022 and September 30, 2022, and the Form 10-K for the year ended December 31, 2022. Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $ 7,684 5,881 24,213 15,494 Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim condensed consolidated financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. Seasonality The Company’s operations generally experience modestly higher volumes of vehicle sales in the first half of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at our Florida and Arizona locations. In addition, the northern locations in Colorado, Tennessee, Minnesota, Indiana, Oregon, Washington and Wisconsin generally experience moderately higher vehicle sales during the spring months. Vendor Concentrations The Company purchases its new RVs and replacement parts from various manufacturers. During the three months ended September 30, 2022, three major manufacturers accounted for 50.5 28.0 19.1 47.9 30.9 17.9 During the three months ended September 30, 2021, three major manufacturers accounted for 46.7 31.8 18.0 46.3 30.3 19.4 The Company is subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if the Company is in material breach of the agreement’s terms. Geographic Concentrations The percent of revenues generated by the Florida locations, Colorado locations, Arizona locations and Tennessee locations, which generate greater than 10% of revenues, were as follows (unaudited): SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Florida 35 % 44 % 43 % 49 % Tennessee 16 % 16 % 15 % 14 % Colorado 11 % 10 % 10 % 11 % Arizona < 10 % 10 % < 10 % 11 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic and weather. Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus 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 COVID-19 pandemic. These actions included: ● Reduction of our workforce by 25 ● Temporary reduction of senior management salaries (April 2020 through May 2020); ● Suspension of 2020 annual pay increases; ● Temporary suspension of 401k match (April 2020 through May 2020); ● Delay of non-critical capital projects; and ● Focus of resources on core sales and service operations. As described under Note 7 - Debt below, to further protect our liquidity and cash position, we negotiated with our lenders for the temporary suspension of scheduled principal and interest payments on our term and mortgage loans from April 15, 2020 through June 15, 2020 and for the temporary suspension of scheduled floorplan curtailment payments from April 1, 2020 through June 15, 2020. We also received $ 8,704 6,626 The improvement in sales beginning in May 2020 likely relates, at least in part, to an increase in consumer demand as consumers seek outdoor travel and leisure activities that permit appropriate social distancing. However, we 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. Recently Issued Accounting Standards 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 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. 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 adopted ASU 2020-04 on January 1, 2022 and the adoption did not materially impact its condensed consolidated financial statements. Lease recognition At the inception of a contract, we determine whether an arrangement is or contains a lease. For all leases, we determine the classification as either operating or financing. Operating lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments under the lease. Lease recognition occurs at the commencement date and lease liability amounts are based on the present value of lease payments over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Because most of our leases do not provide information to determine an implicit interest rate, we use our incremental borrowing rate in determining the present value of lease payments. Operating lease assets also include any lease payments made prior to the commencement date and exclude lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with both lease and non-lease components, which are generally accounted for together as a single lease component. Leases that are determined to be finance leases are recorded as financing liabilities. Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to September 30, 2022 through the date these condensed consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the condensed consolidated financial statements. The Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the condensed consolidated financial statements other than the following item. On October 4, 2022, the Board appointed Kelly Porter as the Company’s Chief Financial Officer. Ms. Porter’s tenure with the Company will commence on October 31, 2022, and she will assume the role of Chief Financial Officer on November 15, 2022. In connection with Ms. Porter’s appointment, Nicholas Tomashot, who currently services as Chief Financial Officer, will step down as Chief Financial Officer effective November 15, 2022. He is expected to remain an employee through November 1, 2023. On October 10, 2022, the Company commenced operations at its new sales center located near Houston, Texas. The new sales center is part of an expansion of the Company’s dedicated Service Center located near Houston, Texas. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | NOTE 3 – BUSINESS COMBINATION Acquisitions of Dealerships 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). On July 23, 2022, the Company consummated the acquisition contemplated by the Company’s asset purchase agreement with Dave’s Claremore RV, Inc. (“Dave’s Claremore RV”). The purchase price consisted solely of cash paid to Dave’s Claremore RV. As part of the acquisition, the Company acquired the inventory of Dave’s Claremore RV 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 Chilhowee, BYRV, Burlington and Dave’s Claremore RV each constituted a business. The allocation of the fair value of the assets acquired is final for Chilhowee, BYRV and Burlington. The allocation of the fair value of the assets acquired is still preliminary for Dave’s Claremore RV 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 Chilhowee, BYRV and Burlington, and preliminary allocation for Dave’s Claremore RV 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 BYRV Other Total 2022 2021 BYRV Other Total Cash $ 5 $ - $ 11 $ 11 Inventories 9,504 10,189 10,087 20,276 Accounts receivable and prepaid expenses 98 2,295 875 3,170 Property and equipment 7,353 939 629 1,568 Intangible assets 1,140 17,795 3,270 21,065 Total assets acquired 18,100 31,218 14,872 46,090 Accounts payable, accrued expenses and other current liabilities 29 788 1,297 2,085 Total liabilities assumed 29 788 1,297 2,085 Net assets acquired $ 18,071 $ 30,430 $ 13,575 $ 44,005 The fair value of consideration paid was as follows: SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID 2022 2021 BYRV Other Total Purchase Price $ 14,694 $ 49,506 $ 13,530 $ 63,036 Floor plan notes payable 8,069 6,912 7,373 14,285 Fair value consideration paid $ 22,763 $ 56,418 $ 20,903 $ 77,321 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, 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 transactions is detailed below: SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER 2022 2021 BYRV Other Total Total consideration $ 22,763 $ 56,418 $ 20,903 $ 77,321 Less net assets acquired 18,071 30,430 13,575 44,005 Goodwill $ 4,692 $ 25,988 $ 7,328 $ 33,316 The Company recorded measurement period adjustments to goodwill of $ 631 (1,533) The following table summarizes the Company’s allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closings. SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years 2022 2021 2022 2021 Customer Lists $ 240 $ 365 15 years 10 years Dealer Agreements $ 900 $ 20,700 10 years 10 years The Company recorded approximately $ 67,357 5,394 125,404 17,437 Pro Forma Information The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the purchase Chilhowee, BYRV, Burlington and Dave’s Claremore RV had been consummated on January 1, 2021. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION 2022 2021 2022 2021 For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Revenue $ 335,954 $ 339,784 $ 1,102,949 $ 1,056,841 Income before income taxes $ 10,725 $ 40,762 $ 87,603 $ 103,216 Net income $ 7,687 $ 32,918 $ 68,126 $ 77,601 The Company adjusted the combined income of Lazydays RV with Chilhowee, BYRV, Burlington and Dave’s Claremore RV and adjusted net income to eliminate business combination expenses, the incremental depreciation and amortization associated with the preliminary purchase price allocation as well as the income taxes for the previously untaxed acquired entities to determine pro forma net income. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES As of As of September 30, 2022 December 31, 2021 New recreational vehicles $ 282,184 $ 177,744 Pre-owned recreational vehicles 49,436 66,013 Parts, accessories and other 4,483 7,586 Inventories, gross 336,103 251,343 Less: excess of current cost over LIFO (16,667 ) (8,437 ) Total $ 319,436 $ 242,906 |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 5 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities consist of the following: SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of As of Accounts payable $ 23,431 $ 28,356 Other accrued expenses 3,291 5,064 Customer deposits 3,074 8,511 Accrued compensation 6,292 8,564 Accrued charge-backs 9,188 8,243 Accrued interest 947 261 Total $ 46,223 $ 58,999 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
LEASES | NOTE 6 – LEASES The Company leases property and equipment throughout the United States primarily under operating leases. Leases with lease terms of 12 Most leases include one or more options to renew, with renewal terms that can extend the lease term up to 50 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. As of September 30, 2022, the weighted-average remaining lease term and weighted-average discount rate of operating leases was 7.0 5.0 Operating lease costs for the nine month period ended September 30, 2022 was $ 4,868 no Maturities of lease liabilities as of September 30, 2022 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity Date Operating Leases 2022 $ 1,574 2023 6,094 2024 5,270 2025 4,353 2026 3,119 Thereafter 13,450 Total lease payments 33,860 Less: Imputed interest 5,429 Present value of lease liabilities $ 28,431 The following presents supplemental cash flow information related to leases during 2022: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Nine months ended September 30, 2022 September 30, 2021 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 4,868 $ 1,929 ROU assets obtained in exchange for lease liabilities: Operating leases $ 285 $ 16,378 Finance lease 24 $ 24 $ 309 $ 16,402 On March 10, 2020, the Company entered into an agreement for the sale of land to LD Murfreesboro TN Landlord, LLC (“LDMTL”) for $ 4,921 On June 22, 2021, the Company entered into an agreement for the sale of property to CARS-DB13, LLC (“CARS”). The Company has entered into a lease agreement with CARS with lease payments commencing on June 22, 2021. The lease has been evaluated in accordance with ASC 842 and determined to be a failed sale leaseback. As such, it has been recorded as a finance lease and classified as financing liability in the Condensed Consolidated Balance Sheets. On August 11, 2021, the Company entered into an agreement for the sale of property to LD Elkhart IN Landlord, LLC (“LD Elkhart”). The Company has entered into a lease agreement with LD Elkhart with lease payments commencing on August 1, 2022. The lease has been evaluated in accordance with ASC 842 and determined to be a failed sale leaseback. As such, it has been recorded as a finance lease and classified as financing liability in the Condensed Consolidated Balance Sheets. On May 13, 2022, the Company entered into an agreement for the sale of property to National Retail Properties, LP (“National”). The Company has entered into a lease agreement with National with lease payments to commence upon granting of a certificate of occupancy and completion of planned construction, the cost of which was be paid for by National. The commencement date of the lease will occur at the completion of construction. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 – DEBT M&T Financing Agreement On March 15, 2018, the Company terminated and replaced the Bank of America (“BOA”) credit facility with a $ 200,000 March 15, 2021 June 15, 2021 September 15, 2021 On March 6, 2020, the Company entered into the Third Amendment and Joinder to Credit Agreement (“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 $ 369.1 327 11.3 25 5.8 On May 13, 2022, the Company entered into the First Amendment to the Amended and Restated Credit Agreement (“First Amendment”). Pursuant to this amendment, LIBOR was replaced with the Secured Overnight Financing Rate (“SOFR”) as the applicable reference rate. As of September 30, 2022, the payment of dividends by the Company (other than from proceeds of revolving loans) was permitted under the new M&T Facility, so long as at the time of the payment of any such dividend, no event of default existed under the new M&T Facility, or would result from the payment of such dividend, and so long as any such dividend was permitted under the new M&T Facility. As of September 30, 2022, the maximum amount of cash dividends that the Company could make from legally available funds to its stockholders was limited to an aggregate of $ 20,179 Mortgage Loan Facility The mortgage loan facility (“mortgage”) has SOFR borrowings bearing interest at SOFR plus 2.25 1.25 0.03 5,471 5.01 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 SOFR plus 1.00%. 0.15 5.16 The M&T Floor Plan Line of Credit consists of the following: SCHEDULE OF FLOOR PLAN NOTES PAYABLE As of As of Floor plan notes payable, gross $ 290,755 $ 192,868 Debt discount (457 ) (648 ) Floor plan notes payable, net of debt discount $ 290,298 $ 192,220 Term Loan The $ 11,300 242 2,600 2.25 3.00 1.25 2.00 7,917 5.2 Revolver The $ 25,000 25,000 2.25 3.00 1.25 2.00 0.25 0.50 PPP Loan In response to economic uncertainty caused by the COVID-19 pandemic, subsidiaries of the Company took the additional step of applying for PPP Loans with M&T Bank (the “Lender”). On April 28, 2020, certain of the Company’s subsidiaries executed promissory notes (the “Notes”) in favor of the Lender for the PPP Loans in an aggregate amount of $ 6,831 April 29, 2022 1,236 637 April 30, 2022 May 4, 2022 1.0 6,626 The following schedule includes future payments on the term loan, mortgage, and loans for acquisitions. Future Maturities of Long Term Debt SCHEDULE OF MATURITIES OF LONG-TERM DEBT Years ending December 31, 2022 $ 1,073 2023 3,575 2024 9,762 2025 400 Total $ 14,810 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES The Company recorded a provision for federal and state income taxes of $ 3,032 7,326 28.3 19.1 19,388 22,299 22.2 25.5 The Company’s effective tax rates differ from the federal statutory rate of 21 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES Employment Agreements The Company entered into employment agreements with the former Chief Executive Officer (“CEO”) of the Company effective as of the consummation of the Mergers. The employment agreements with the former CEO provided for an initial base salary of $ 540 100 The employment agreements provided that if the former CEO was terminated for any reason, he was 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 resigned for good reason or was terminated without cause (all as defined in the employment agreement) prior to January 1, 2022, subject to entering into a release, the Company would pay the executive severance equal to two times base salary and average bonus for the former CEO. 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. On December 23, 2021, the Board appointed director Robert T DeVincenzi 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 25 25,032 30.00 10,613 On June 10, 2022, in consideration of his extended service, Mr. DeVincenzi was granted an additional option award to purchase 29,599 14.55 15,464 On July 14, 2022, the Board appointed John North as Chief Executive Officer. On September 6, 2022, Mr. North commenced his service with the Company. Mr. North also serves as a director on the Company’s board. Under Mr. North’s employment agreement, his base salary is $ 600 300 105,308 In May 2018, the Company entered into an offer letter with the new Chief Financial Officer (the “CFO”) of the Company. The offer letter provides for an initial base salary of $ 325 per year subject to annual discretionary increases. In addition, the CFO is eligible to participate in any employee benefit plans adopted by the Company from time to time and is eligible to receive an annual cash bonus based on the achievement of performance objectives. The CFO’s target bonus is 75 % of his annual base salary (with a potential to earn a maximum of up to 150 % of his target bonus). He was also provided with a relocation allowance of $ 100 , which the CFO would have been required to repay if he had resigned from the Company or had been terminated by the Company for cause within two years of his start date. If he is terminated without cause, he will receive twelve months of his base salary as severance. If he is terminated following a change in control, he is also eligible to receive a pro-rated bonus, if the Board 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 11- Stockholders’ Equity). Director Compensation The Company’s non-employee members of the Board receive annual cash compensation of $ 50 5 10 Legal Proceedings The Company is a party to multiple legal proceedings that arise in the ordinary course of business. The Company has certain insurance coverage and rights of indemnification. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s business, results of operations, financial condition and/or cash flows. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 10 – 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 there is a current registration statement in effect, at any time following the second anniversary of the issuance of the Series A Preferred Stock, the volume weighted average price of the Company’s common stock equals or exceeds $ 25.00 In the event of any liquidation, merger, sale, dissolution or winding up of the Company, holders of the Series A Preferred Stock will have the right to (i) receive payment in cash of the Issue Price plus all accrued and unpaid dividends, or (ii) convert the shares of Series A Preferred Stock into common stock and participate on an as-converted basis with the holders of common stock. So long as the Series A Preferred Stock is outstanding, the holders thereof, by the vote or written consent of the holders of a majority in voting power of the outstanding Series A Preferred Stock, shall have the right to designate two members to the Board 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 condensed consolidated balance sheets. An analysis of its features determined that the Series A Preferred Stock was more akin to equity. While the embedded conversion option (“ECO”) was subject to an anti-dilution price adjustment, since the ECO was clearly and closely related to the equity host, it was not required to be bifurcated and it was not accounted for as a derivative liability under ASC 815, Derivatives and Hedging. After factoring in the 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 39 2.61 0 The discount associated with the Series A Preferred Stock was not accreted during the three or nine month periods ended September 30, 2022 because redemption was not currently deemed to be probable. The Board declared a dividend payment on the Series A Preferred Stock of $ 1,210 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Authorized Capital The Company is authorized to issue 100,000,000 0.0001 5,000,000 0.0001 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. 65 351 41 246 Stock Repurchase Program On September 13, 2021, the Board of Directors of the Company authorized the repurchase of up to $ 25 45 20 25 During the three months ended September 30, 2022, the Company repurchased 337,171 5,053 2,590,577 43,218 566,013 12,016 Warrants The Company had the following activity related to shares of common stock underlying warrants: SCHEDULE OF WARRANTS ACTIVITY Shares Underlying Warrants Weighted Average Exercise Price Warrants outstanding January 1, 2022 3,419,105 $ 11.50 Granted - $ - Cancelled or Expired - $ - Exercised (57,143 ) $ 11.50 Warrants outstanding September 30, 2022 3,361,962 $ 11.50 The table above excludes perpetual non-redeemable prefunded warrants to purchase 300,357 0.01 On March 17, 2021, two institutional investors exercised warrants issued in the PIPE Investment with respect to an aggregate of 1,005,308 1,005,308 11,315 246 The Company accounts for its warrants in the following ways: (i) the public warrants (“Public Warrants”) as equity for all periods presented; (ii) the private placement warrants (“Private Warrants”) as liabilities for all periods presented; and (iii) the warrants issued in connection with the Private Investment in Public Equity (“PIPE”) transaction (“PIPE Warrants”) as liabilities for all periods presented. The Company determined the following fair values for the outstanding common stock warrants recorded as liabilities: SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES September 30, 2022 December 31, 2021 PIPE Warrants $ 3,647 $ 13,603 Private Warrants 462 1,690 Total warrant liabilities $ 4,109 $ 15,293 2018 Long-Term Incentive Equity Plan On March 15, 2018, the Company adopted the 2018 Long-Term Incentive Equity Plan (the “2018 Plan”). The 2018 Plan reserves up to 13 8.75 18 600,000 510,000 565,471 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, 2022 1,286,672 $ 11.87 Granted 54,631 $ 21.63 Cancelled or terminated (25,000 ) $ 22.41 Exercised (166,239 ) $ 10.92 Options outstanding at September 30, 2022 1,150,064 $ 12.24 2.34 $ 1,449 Options vested at September 30, 2022 392,656 $ 9.20 2.10 $ 1,690 Awards with Market Conditions The expense recorded for awards with market conditions was $ 0 0 96 Awards with Service Conditions 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 During the nine months ended September 30, 2022, stock options to purchase 54,631 The options have an exercise price of $30.00 or $14.55 five year one year 450 SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS Risk free interest rate 0.77 3.21 % Expected term (years) 3.0 3.75 Expected volatility 73 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 $ 452 1,185 92 473 As of September 30, 2022, total unrecorded compensation cost related to all non-vested awards was $ 2,869 2.21 Restricted Stock Units A summary of restricted stock unit activity for the nine months ended September 30, 2022 is as follows: SCHEDULE OF RESTRICTED STOCK UNITS Restricted Stock Units Outstanding at January 1, 2022 - Granted 165,297 Vested - Forfeited - Outstanding at September 30, 2022 165,297 The weighted average grant date fair value of restricted stock units granted during the nine months ended September 30, 2022 was $ 16.77 2,232 2,226 2.36 |
FAIR VALUE MEASURES
FAIR VALUE MEASURES | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASURES | NOTE 12 – FAIR VALUE MEASURES The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company utilizes the suggested accounting guidance for the three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions The Company has assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, and other current liabilities approximate their carrying amounts. The Public Warrants trade in active markets. When classified as liabilities, warrants traded in active markets with sufficient trading volume represent Level 1 financial instruments as they are publicly traded in active markets and thus have observable market prices which are used to estimate the fair value adjustments for the related common stock warrant liabilities. When classified as liabilities, warrants not traded in active markets, or traded with insufficient volume, represent Level 3 financial instruments that are valued using a Black-Scholes option-pricing model to estimate the fair value adjustments for the related common stock warrant liabilities. SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES September 30, 2022 December 31, 2021 Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 3,647 $ 3,647 $ - $ - $ 13,603 $ 13,603 $ - $ - Private Warrants 462 - - 462 1,690 - - 1,690 Total $ 4,109 $ 3,647 $ - $ 462 $ 15,293 $ 13,603 $ - $ 1,690 The PIPE Warrants are considered a Level 1 measurement, since they are similar to the Public Warrants which trade under the symbol LAZYW and thus have observable market prices which were used to estimate the fair value adjustments for the PIPE Warrants liabilities. The Private Warrants are considered a Level 3 measurement and were valued using a Black-Scholes Valuation Model to estimate the fair value adjustments for the Private Warrants liabilities. Level 3 Disclosures The Company utilizes a Black Scholes option-pricing model to value the Private Warrants at each reporting period and transaction date, with changes in fair value recognized in the statements of income. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in the pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the continuously compounded interest rate on U.S. Treasury Separate Trading of Registered Interest and Principal of Securities having a maturity similar to the contractual life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS September 30, 2022 December 31, 2021 Stock Price $ 13.50 $ 21.54 Strike Price $ 11.50 $ 11.50 Expected life 0.45 1.20 Volatility 50.0 % 57.4 % Risk Free rate 3.73 % 0.46 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 1.49 $ 5.45 The following table presents changes in Level 1 and Level 3 liabilities measured at fair value for the nine months ended September 30, 2022 and the year ended December 31, 2021: SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE September 30, 2022 December 31, 2021 PIPE Warrants Private Warrants PIPE Warrants Private Warrants Balance - beginning of year $ 13,603 $ 1,690 $ 13,716 $ 1,380 Exercise or conversion (607 ) - (7,208 ) - Measurement adjustment (9,349 ) (1,228 ) 7,095 310 Balance at September 30, 2022 $ 3,647 $ 462 $ 13,603 $ 1,690 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with Lazydays Holdings, Inc.’s consolidated financial statements and notes as of December 31, 2021 and 2020 included in the Annual Report on Form 10-K filed with the SEC on March 11, 2022. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Holdings, 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; Lazydays RV of Wisconsin, LLC; and Lazydays RV of Oklahoma, LLC (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, inventory write-downs, allowance for doubtful accounts, stock-based compensation and fair value of warrant liabilities. |
Revenue Recognition | Revenue Recognition The core principle of revenue recognition is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies a five-step model for revenue measurement and recognition. Revenues are recognized when control of the promised goods or services is transferred to the customers at the expected amount the Company is entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the condensed consolidated statements of income. The following table represents the Company’s disaggregation of revenue: SCHEDULE OF DISAGGREGATION OF REVENUE Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 New vehicle revenue $ 203,456 $ 181,395 $ 640,078 $ 550,366 Pre-owned vehicle revenue 97,347 104,386 338,505 270,509 Parts, accessories, and related services 13,813 12,233 40,580 34,571 Finance and insurance revenue 18,574 20,130 61,591 54,476 Campground and other revenue 568 584 2,717 2,590 Total $ 333,758 $ 318,728 $ 1,083,471 $ 912,512 Revenue from the sale of vehicles is recognized at a point in time on delivery, transfer of title and completion of financing arrangements. Revenue from the sale of parts, accessories and related service is recognized as services and parts are delivered or as a customer approves elements of the completion of service. Revenue from the sale of parts, accessories and related service is recognized in other revenue in the accompanying condensed consolidated statements of income. The Company receives commissions from the sale of insurance and vehicle service contracts to customers. In addition, the Company arranges financing for customers through various financial institutions and receives commissions. The Company may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of some contracts by its customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicles and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The estimates for future charge-backs require judgment by management, and as a result there is an element of risk associated with these revenue streams. The Company recognized finance and insurance revenues, less the additions to the charge-back allowance, which is included in other revenue as follows (unaudited): SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Gross finance and insurance revenues $ 20,614 $ 22,193 $ 67,746 $ 60,113 Additions to charge-back allowance (2,040 ) (2,063 ) (6,155 ) (5,637 ) Net Finance Revenue $ 18,574 $ 20,130 $ 61,591 $ 54,476 The Company has an accrual for charge-backs, which totaled $ 9,188 8,243 Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon satisfaction of each respective performance obligation. These contract liabilities are included in Note 5 – Accounts Payable, Accrued Expenses, and Other Current Liabilities as customer deposits. During the nine months ended September 30, 2022, $ 6,124 |
Inventories | Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories and freight. For vehicles accepted in trades, the cost is the fair value of such pre-owned vehicles at the time of the trade-in. Other inventory includes parts and accessories as well as retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $ 16,667 8,437 |
Cumulative Redeemable Convertible Preferred Stock | Cumulative Redeemable Convertible Preferred Stock The Company’s Series A Preferred Stock (See Note 10 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock until a dividend is declared by the Company’s board of directors (the “Board”). |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of income based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. 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 income per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (Dollars in thousands - except share and per share amounts) Distributed earning allocated to common stock $ - $ - $ - $ - Undistributed earnings allocated to common stock 4,184 19,541 42,619 39,903 Net earnings allocated to common stock 4,184 19,541 42,619 39,903 Net earnings allocated to participating securities 2,271 10,218 21,584 21,631 Net earnings allocated to common stock and participating securities $ 6,455 $ 29,759 $ 64,203 $ 61,534 Weighted average shares outstanding for basic earnings per common share 10,831,960 11,256,066 11,630,292 10,845,663 Dilutive effect of pre-funded warrants 300,357 300,357 300,357 300,357 Weighted average shares outstanding for diluted earnings per share computation 11,132,317 11,556,423 11,930,649 11,146,020 Basic income per common share $ 0.38 $ 1.69 $ 3.57 $ 3.58 Diluted income per common share $ 0.35 $ 1.16 $ 2.39 $ 2.90 During the three and nine months ended September 30, 2022 and 2021, respectively, the denominator of the basic EPS was calculated as follow: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average outstanding common shares 10,831,960 11,256,066 11,630,292 10,845,663 Weighted average prefunded warrants 300,357 300,357 300,357 300,357 Weighted shares outstanding - basic $ 11,132,317 $ 11,556,423 $ 11,930,649 $ 11,146,020 During the three and nine months ended September 30, 2022 and 2021, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average outstanding common shares 10,831,960 11,256,066 11,630,292 10,845,663 Weighted average prefunded warrants 300,357 300,357 300,357 300,357 Weighted average warrants (equity) 434,727 964,205 611,612 964,205 Weighted average warrants (liabilities) - 739,797 425,210 - Weighted average options 316,941 1,664,106 384,120 1,664,106 Weighted shares outstanding - diluted 11,883,985 14,924,531 13,351,591 13,774,331 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 September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Warrants (liabilities) 302,235 - - 739,797 Stock options 245,032 20,000 245,032 20,000 Restricted stock units 88,605 - 45,361 - Shares issuable under the Employee Stock Purchase Plan 25,418 17,129 25,418 17,129 Share equivalents excluded from EPS 572,685 37,129 270,450 776,926 As of September 30, 2022, the Company had declared dividends of $ 1,210 5,962,733 |
Prior Period Financial Statement Correction of an Immaterial Misstatement | Prior Period Financial Statement Correction of an Immaterial Misstatement During the fourth quarter of 2021 and the second quarter of 2022, the Company identified adjustments required to correct earnings per share for the year ended December 31, 2021 and the first three quarters of 2021.The adjustments were due to an error in the allocation of net income to participating securities and the inclusion of liability classified warrants in determining diluted earnings per share in periods they were anti-dilutive. The errors discovered resulted an overstatement of $ 0.09 0.04 0.27 0.11 0.36 0.17 0.15 0.19 Based on an analysis of “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously issued condensed consolidated financial statements, and as such, no restatement was necessary. Correcting prior period financial statements for immaterial errors would not require previously filed reports to be amended. Such correction may be made the next time the registrant files the prior period financial statements. Accordingly, the misstatements are being corrected prospectively in the Form 10-Q for the quarters ended June 30, 2022 and September 30, 2022, and the Form 10-K for the year ended December 31, 2022. |
Advertising Costs | Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $ 7,684 5,881 24,213 15,494 |
Income Taxes | Income Taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. In its interim condensed consolidated financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. |
Seasonality | Seasonality The Company’s operations generally experience modestly higher volumes of vehicle sales in the first half of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at our Florida and Arizona locations. In addition, the northern locations in Colorado, Tennessee, Minnesota, Indiana, Oregon, Washington and Wisconsin generally experience moderately higher vehicle sales during the spring months. |
Vendor Concentrations | Vendor Concentrations The Company purchases its new RVs and replacement parts from various manufacturers. During the three months ended September 30, 2022, three major manufacturers accounted for 50.5 28.0 19.1 47.9 30.9 17.9 During the three months ended September 30, 2021, three major manufacturers accounted for 46.7 31.8 18.0 46.3 30.3 19.4 The Company is subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if the Company is in material breach of the agreement’s terms. |
Geographic Concentrations | Geographic Concentrations The percent of revenues generated by the Florida locations, Colorado locations, Arizona locations and Tennessee locations, which generate greater than 10% of revenues, were as follows (unaudited): SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Florida 35 % 44 % 43 % 49 % Tennessee 16 % 16 % 15 % 14 % Colorado 11 % 10 % 10 % 11 % Arizona < 10 % 10 % < 10 % 11 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic and weather. |
Impact of COVID-19 | Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus 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 COVID-19 pandemic. These actions included: ● Reduction of our workforce by 25 ● Temporary reduction of senior management salaries (April 2020 through May 2020); ● Suspension of 2020 annual pay increases; ● Temporary suspension of 401k match (April 2020 through May 2020); ● Delay of non-critical capital projects; and ● Focus of resources on core sales and service operations. As described under Note 7 - Debt below, to further protect our liquidity and cash position, we negotiated with our lenders for the temporary suspension of scheduled principal and interest payments on our term and mortgage loans from April 15, 2020 through June 15, 2020 and for the temporary suspension of scheduled floorplan curtailment payments from April 1, 2020 through June 15, 2020. We also received $ 8,704 6,626 The improvement in sales beginning in May 2020 likely relates, at least in part, to an increase in consumer demand as consumers seek outdoor travel and leisure activities that permit appropriate social distancing. However, we 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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. 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 adopted ASU 2020-04 on January 1, 2022 and the adoption did not materially impact its condensed consolidated financial statements. |
Lease recognition | Lease recognition At the inception of a contract, we determine whether an arrangement is or contains a lease. For all leases, we determine the classification as either operating or financing. Operating lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments under the lease. Lease recognition occurs at the commencement date and lease liability amounts are based on the present value of lease payments over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Because most of our leases do not provide information to determine an implicit interest rate, we use our incremental borrowing rate in determining the present value of lease payments. Operating lease assets also include any lease payments made prior to the commencement date and exclude lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with both lease and non-lease components, which are generally accounted for together as a single lease component. Leases that are determined to be finance leases are recorded as financing liabilities. |
Subsequent Events | Subsequent Events Management of the Company has analyzed the activities and transactions subsequent to September 30, 2022 through the date these condensed consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the condensed consolidated financial statements. The Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the condensed consolidated financial statements other than the following item. On October 4, 2022, the Board appointed Kelly Porter as the Company’s Chief Financial Officer. Ms. Porter’s tenure with the Company will commence on October 31, 2022, and she will assume the role of Chief Financial Officer on November 15, 2022. In connection with Ms. Porter’s appointment, Nicholas Tomashot, who currently services as Chief Financial Officer, will step down as Chief Financial Officer effective November 15, 2022. He is expected to remain an employee through November 1, 2023. On October 10, 2022, the Company commenced operations at its new sales center located near Houston, Texas. The new sales center is part of an expansion of the Company’s dedicated Service Center located near Houston, Texas. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | SCHEDULE OF DISAGGREGATION OF REVENUE Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 New vehicle revenue $ 203,456 $ 181,395 $ 640,078 $ 550,366 Pre-owned vehicle revenue 97,347 104,386 338,505 270,509 Parts, accessories, and related services 13,813 12,233 40,580 34,571 Finance and insurance revenue 18,574 20,130 61,591 54,476 Campground and other revenue 568 584 2,717 2,590 Total $ 333,758 $ 318,728 $ 1,083,471 $ 912,512 |
SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES | SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Gross finance and insurance revenues $ 20,614 $ 22,193 $ 67,746 $ 60,113 Additions to charge-back allowance (2,040 ) (2,063 ) (6,155 ) (5,637 ) Net Finance Revenue $ 18,574 $ 20,130 $ 61,591 $ 54,476 |
SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS | The following table summarizes net income attributable to common stockholders used in the calculation of basic and diluted income per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 (Dollars in thousands - except share and per share amounts) Distributed earning allocated to common stock $ - $ - $ - $ - Undistributed earnings allocated to common stock 4,184 19,541 42,619 39,903 Net earnings allocated to common stock 4,184 19,541 42,619 39,903 Net earnings allocated to participating securities 2,271 10,218 21,584 21,631 Net earnings allocated to common stock and participating securities $ 6,455 $ 29,759 $ 64,203 $ 61,534 Weighted average shares outstanding for basic earnings per common share 10,831,960 11,256,066 11,630,292 10,845,663 Dilutive effect of pre-funded warrants 300,357 300,357 300,357 300,357 Weighted average shares outstanding for diluted earnings per share computation 11,132,317 11,556,423 11,930,649 11,146,020 Basic income per common share $ 0.38 $ 1.69 $ 3.57 $ 3.58 Diluted income per common share $ 0.35 $ 1.16 $ 2.39 $ 2.90 |
SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE | During the three and nine months ended September 30, 2022 and 2021, respectively, the denominator of the basic EPS was calculated as follow: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average outstanding common shares 10,831,960 11,256,066 11,630,292 10,845,663 Weighted average prefunded warrants 300,357 300,357 300,357 300,357 Weighted shares outstanding - basic $ 11,132,317 $ 11,556,423 $ 11,930,649 $ 11,146,020 |
SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE | During the three and nine months ended September 30, 2022 and 2021, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Weighted average outstanding common shares 10,831,960 11,256,066 11,630,292 10,845,663 Weighted average prefunded warrants 300,357 300,357 300,357 300,357 Weighted average warrants (equity) 434,727 964,205 611,612 964,205 Weighted average warrants (liabilities) - 739,797 425,210 - Weighted average options 316,941 1,664,106 384,120 1,664,106 Weighted shares outstanding - diluted 11,883,985 14,924,531 13,351,591 13,774,331 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | The following common stock equivalent shares were excluded from the computation of the diluted income per share, since their inclusion would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Warrants (liabilities) 302,235 - - 739,797 Stock options 245,032 20,000 245,032 20,000 Restricted stock units 88,605 - 45,361 - Shares issuable under the Employee Stock Purchase Plan 25,418 17,129 25,418 17,129 Share equivalents excluded from EPS 572,685 37,129 270,450 776,926 |
SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE | The percent of revenues generated by the Florida locations, Colorado locations, Arizona locations and Tennessee locations, which generate greater than 10% of revenues, were as follows (unaudited): SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE Three months ended Nine months ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Florida 35 % 44 % 43 % 49 % Tennessee 16 % 16 % 15 % 14 % Colorado 11 % 10 % 10 % 11 % Arizona < 10 % 10 % < 10 % 11 % |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 BYRV Other Total 2022 2021 BYRV Other Total Cash $ 5 $ - $ 11 $ 11 Inventories 9,504 10,189 10,087 20,276 Accounts receivable and prepaid expenses 98 2,295 875 3,170 Property and equipment 7,353 939 629 1,568 Intangible assets 1,140 17,795 3,270 21,065 Total assets acquired 18,100 31,218 14,872 46,090 Accounts payable, accrued expenses and other current liabilities 29 788 1,297 2,085 Total liabilities assumed 29 788 1,297 2,085 Net assets acquired $ 18,071 $ 30,430 $ 13,575 $ 44,005 |
SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID | The fair value of consideration paid was as follows: SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID 2022 2021 BYRV Other Total Purchase Price $ 14,694 $ 49,506 $ 13,530 $ 63,036 Floor plan notes payable 8,069 6,912 7,373 14,285 Fair value consideration paid $ 22,763 $ 56,418 $ 20,903 $ 77,321 |
SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER | SCHEDULE OF GOODWILL ASSOCIATED WITH MERGER 2022 2021 BYRV Other Total Total consideration $ 22,763 $ 56,418 $ 20,903 $ 77,321 Less net assets acquired 18,071 30,430 13,575 44,005 Goodwill $ 4,692 $ 25,988 $ 7,328 $ 33,316 |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED | The following table summarizes the Company’s allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closings. SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED Gross Asset Amount at Acquisition Date Weighted Average Amortization Period in Years 2022 2021 2022 2021 Customer Lists $ 240 $ 365 15 years 10 years Dealer Agreements $ 900 $ 20,700 10 years 10 years |
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION | The following unaudited pro forma financial information summarizes the combined results of operations for the Company as though the purchase Chilhowee, BYRV, Burlington and Dave’s Claremore RV had been consummated on January 1, 2021. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION 2022 2021 2022 2021 For the three months ended September 30, For the nine months ended September 30, 2022 2021 2022 2021 Revenue $ 335,954 $ 339,784 $ 1,102,949 $ 1,056,841 Income before income taxes $ 10,725 $ 40,762 $ 87,603 $ 103,216 Net income $ 7,687 $ 32,918 $ 68,126 $ 77,601 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES As of As of September 30, 2022 December 31, 2021 New recreational vehicles $ 282,184 $ 177,744 Pre-owned recreational vehicles 49,436 66,013 Parts, accessories and other 4,483 7,586 Inventories, gross 336,103 251,343 Less: excess of current cost over LIFO (16,667 ) (8,437 ) Total $ 319,436 $ 242,906 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 23,431 $ 28,356 Other accrued expenses 3,291 5,064 Customer deposits 3,074 8,511 Accrued compensation 6,292 8,564 Accrued charge-backs 9,188 8,243 Accrued interest 947 261 Total $ 46,223 $ 58,999 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of lease liabilities as of September 30, 2022 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity Date Operating Leases 2022 $ 1,574 2023 6,094 2024 5,270 2025 4,353 2026 3,119 Thereafter 13,450 Total lease payments 33,860 Less: Imputed interest 5,429 Present value of lease liabilities $ 28,431 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | The following presents supplemental cash flow information related to leases during 2022: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Nine months ended September 30, 2022 September 30, 2021 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 4,868 $ 1,929 ROU assets obtained in exchange for lease liabilities: Operating leases $ 285 $ 16,378 Finance lease 24 $ 24 $ 309 $ 16,402 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FLOOR PLAN NOTES PAYABLE | The M&T Floor Plan Line of Credit consists of the following: SCHEDULE OF FLOOR PLAN NOTES PAYABLE As of As of Floor plan notes payable, gross $ 290,755 $ 192,868 Debt discount (457 ) (648 ) Floor plan notes payable, net of debt discount $ 290,298 $ 192,220 |
SCHEDULE OF MATURITIES OF LONG-TERM DEBT | The following schedule includes future payments on the term loan, mortgage, and loans for acquisitions. Future Maturities of Long Term Debt SCHEDULE OF MATURITIES OF LONG-TERM DEBT Years ending December 31, 2022 $ 1,073 2023 3,575 2024 9,762 2025 400 Total $ 14,810 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | The Company had the following activity related to shares of common stock underlying warrants: SCHEDULE OF WARRANTS ACTIVITY Shares Underlying Warrants Weighted Average Exercise Price Warrants outstanding January 1, 2022 3,419,105 $ 11.50 Granted - $ - Cancelled or Expired - $ - Exercised (57,143 ) $ 11.50 Warrants outstanding September 30, 2022 3,361,962 $ 11.50 |
SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES | SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES September 30, 2022 December 31, 2021 PIPE Warrants $ 3,647 $ 13,603 Private Warrants 462 1,690 Total warrant liabilities $ 4,109 $ 15,293 |
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, 2022 1,286,672 $ 11.87 Granted 54,631 $ 21.63 Cancelled or terminated (25,000 ) $ 22.41 Exercised (166,239 ) $ 10.92 Options outstanding at September 30, 2022 1,150,064 $ 12.24 2.34 $ 1,449 Options vested at September 30, 2022 392,656 $ 9.20 2.10 $ 1,690 |
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS | SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS Risk free interest rate 0.77 3.21 % Expected term (years) 3.0 3.75 Expected volatility 73 81 % Expected dividends 0.00 % |
SCHEDULE OF RESTRICTED STOCK UNITS | A summary of restricted stock unit activity for the nine months ended September 30, 2022 is as follows: SCHEDULE OF RESTRICTED STOCK UNITS Restricted Stock Units Outstanding at January 1, 2022 - Granted 165,297 Vested - Forfeited - Outstanding at September 30, 2022 165,297 |
FAIR VALUE MEASURES (Tables)
FAIR VALUE MEASURES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES | SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES September 30, 2022 December 31, 2021 Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 3,647 $ 3,647 $ - $ - $ 13,603 $ 13,603 $ - $ - Private Warrants 462 - - 462 1,690 - - 1,690 Total $ 4,109 $ 3,647 $ - $ 462 $ 15,293 $ 13,603 $ - $ 1,690 |
SCHEDULE OF FAIR VALUE MEASUREMENTS | The following table provides quantitative information regarding Level 3 fair value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS September 30, 2022 December 31, 2021 Stock Price $ 13.50 $ 21.54 Strike Price $ 11.50 $ 11.50 Expected life 0.45 1.20 Volatility 50.0 % 57.4 % Risk Free rate 3.73 % 0.46 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 1.49 $ 5.45 |
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 nine months ended September 30, 2022 and the year ended December 31, 2021: SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE September 30, 2022 December 31, 2021 PIPE Warrants Private Warrants PIPE Warrants Private Warrants Balance - beginning of year $ 13,603 $ 1,690 $ 13,716 $ 1,380 Exercise or conversion (607 ) - (7,208 ) - Measurement adjustment (9,349 ) (1,228 ) 7,095 310 Balance at September 30, 2022 $ 3,647 $ 462 $ 13,603 $ 1,690 |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity date of incorporation | Jul. 01, 2015 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||||
Total | $ 333,758 | $ 318,728 | $ 1,083,471 | $ 912,512 |
New Vehicles Revenue [Member] | ||||
Product Information [Line Items] | ||||
Total | 203,456 | 181,395 | 640,078 | 550,366 |
Preowned Vehicle Revenue [Member] | ||||
Product Information [Line Items] | ||||
Total | 97,347 | 104,386 | 338,505 | 270,509 |
Parts Accessories And Related Services [Member] | ||||
Product Information [Line Items] | ||||
Total | 13,813 | 12,233 | 40,580 | 34,571 |
Finance And Insurance Revenue [Member] | ||||
Product Information [Line Items] | ||||
Total | 18,574 | 20,130 | 61,591 | 54,476 |
Campground And Other Revenue [Member] | ||||
Product Information [Line Items] | ||||
Total | $ 568 | $ 584 | $ 2,717 | $ 2,590 |
SCHEDULE OF REVENUE RECOGNIZED
SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Gross finance and insurance revenues | $ 20,614 | $ 22,193 | $ 67,746 | $ 60,113 |
Additions to charge-back allowance | (2,040) | (2,063) | (6,155) | (5,637) |
Net Finance Revenue | $ 18,574 | $ 20,130 | $ 61,591 | $ 54,476 |
SUMMARY OF NET INCOME (LOSS) AT
SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Distributed earning allocated to common stock | ||||
Undistributed earnings allocated to common stock | 4,184 | 19,541 | 42,619 | 39,903 |
Net earnings allocated to common stock | 4,184 | 19,541 | 42,619 | 39,903 |
Net earnings allocated to participating securities | 2,271 | 10,218 | 21,584 | 21,631 |
Net earnings allocated to common stock and participating securities | $ 6,455 | $ 29,759 | $ 64,203 | $ 61,534 |
Weighted average shares outstanding for basic earnings per common share computation | 10,831,960 | 11,256,066 | 11,630,292 | 10,845,663 |
Dilutive effect of pre-funded warrants | 300,357 | 300,357 | 300,357 | 300,357 |
Weighted average shares outstanding for diluted earnings per share computation | 11,132,317 | 11,556,423 | 11,930,649 | 11,146,020 |
Basic income per common share | $ 0.38 | $ 1.69 | $ 3.57 | $ 3.58 |
Diluted income per common share | $ 0.35 | $ 1.16 | $ 2.39 | $ 2.90 |
SCHEDULE OF DENOMINATOR OF BASI
SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Weighted average outstanding common shares | 10,831,960 | 11,256,066 | 11,630,292 | 10,845,663 |
Weighted average prefunded warrants | 300,357 | 300,357 | 300,357 | 300,357 |
Weighted shares outstanding - basic | 11,132,317 | 11,556,423 | 11,930,649 | 11,146,020 |
SCHEDULE OF DENOMINATOR OF DILU
SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Weighted average outstanding common shares | 10,831,960 | 11,256,066 | 11,630,292 | 10,845,663 |
Weighted average prefunded warrants | 300,357 | 300,357 | 300,357 | 300,357 |
Weighted average warrants (equity) | 434,727 | 964,205 | 611,612 | 964,205 |
Weighted average warrants (liabilities) | 739,797 | 425,210 | ||
Weighted average options | 316,941 | 1,664,106 | 384,120 | 1,664,106 |
Weighted shares outstanding - diluted | 11,883,985 | 14,924,531 | 13,351,591 | 13,774,331 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS | 572,685 | 37,129 | 270,450 | 776,926 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS | 302,235 | 739,797 | ||
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS | 245,032 | 20,000 | 245,032 | 20,000 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS | 88,605 | 45,361 | ||
Employee Stock Purchase Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS | 25,418 | 17,129 | 25,418 | 17,129 |
SCHEDULE OF GEOGRAPHIC CONCENTR
SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE (Details) - Revenue Benchmark [Member] - Geographic Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
FLORIDA | ||||
Product Information [Line Items] | ||||
Geographic concentration risk, percentage | 35% | 44% | 43% | 49% |
TENNESSEE | ||||
Product Information [Line Items] | ||||
Geographic concentration risk, percentage | 16% | 16% | 15% | 14% |
COLORADO | ||||
Product Information [Line Items] | ||||
Geographic concentration risk, percentage | 11% | 10% | 10% | 11% |
ARIZONA | ||||
Product Information [Line Items] | ||||
Geographic concentration risk, percentage | 10% | 10% | 10% | 11% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||||||
Accrued charge-backs | $ 9,188 | $ 9,188 | $ 8,243 | ||||||
Contract with customer, liability | 6,124 | ||||||||
LIFO inventories | 16,667 | 16,667 | 8,437 | ||||||
Dividends payable | 1,210 | 1,210 | $ 1,210 | ||||||
Overstatement earnings per share basic | $ 0.27 | $ 0.09 | $ 0.36 | ||||||
Understatement earnings per share diluted | $ 0.04 | $ 0.15 | $ 0.19 | ||||||
Overstatement earnings per share diluted | $ 0.11 | $ 0.17 | |||||||
Advertising and promotion costs | $ 7,684 | $ 5,881 | 24,213 | $ 15,494 | |||||
Reduction of workforce percentage | 25% | ||||||||
Paycheck Protection Program Loans [Member] | |||||||||
Product Information [Line Items] | |||||||||
Proceeds from loans | 8,704 | ||||||||
Loan forgiveness | $ 6,626 | ||||||||
Vendor One [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | |||||||||
Product Information [Line Items] | |||||||||
Concentration risk, percentage | 50.50% | 46.70% | 47.90% | 46.30% | |||||
Vendor Two [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | |||||||||
Product Information [Line Items] | |||||||||
Concentration risk, percentage | 28% | 31.80% | 30.90% | 30.30% | |||||
Vendor Three [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | |||||||||
Product Information [Line Items] | |||||||||
Concentration risk, percentage | 19.10% | 18% | 17.90% | 19.40% | |||||
Series A Convertible Preferred Stock [Member] | |||||||||
Product Information [Line Items] | |||||||||
Convertible preferred stock converted into common stock | 5,962,733 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Cash | $ 5 | $ 11 |
Inventories | 9,504 | 20,276 |
Accounts receivable and prepaid expenses | 98 | 3,170 |
Property and equipment | 7,353 | 1,568 |
Intangible assets | 1,140 | 21,065 |
Total assets acquired | 18,100 | 46,090 |
Accounts payable, accrued expenses and other current liabilities | 29 | 2,085 |
Total liabilities assumed | 29 | 2,085 |
Net assets acquired | $ 18,071 | 44,005 |
BYRV Washington, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Cash | ||
Inventories | 10,189 | |
Accounts receivable and prepaid expenses | 2,295 | |
Property and equipment | 939 | |
Intangible assets | 17,795 | |
Total assets acquired | 31,218 | |
Accounts payable, accrued expenses and other current liabilities | 788 | |
Total liabilities assumed | 788 | |
Net assets acquired | 30,430 | |
Other [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 11 | |
Inventories | 10,087 | |
Accounts receivable and prepaid expenses | 875 | |
Property and equipment | 629 | |
Intangible assets | 3,270 | |
Total assets acquired | 14,872 | |
Accounts payable, accrued expenses and other current liabilities | 1,297 | |
Total liabilities assumed | 1,297 | |
Net assets acquired | $ 13,575 |
SCHEDULE OF FAIR VALUE OF CONSI
SCHEDULE OF FAIR VALUE OF CONSIDERATION PAID (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Purchase Price | $ 14,694 | $ 63,036 |
Floor plan notes payable | 8,069 | 14,285 |
Fair value consideration paid | $ 22,763 | 77,321 |
BYRV Washington, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Purchase Price | 49,506 | |
Floor plan notes payable | 6,912 | |
Fair value consideration paid | 56,418 | |
Other [Member] | ||
Business Acquisition [Line Items] | ||
Purchase Price | 13,530 | |
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total consideration | $ 22,763 | $ 77,321 |
Goodwill | 83,460 | 80,318 |
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 | 22,763 | 77,321 |
Less net assets acquired | 18,071 | 44,005 |
Goodwill | $ 4,692 | 33,316 |
Acquisition of Dealership [Member] | BYRV Washington, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total consideration | 56,418 | |
Less net assets acquired | 30,430 | |
Goodwill | 25,988 | |
Acquisition of Dealership [Member] | Other [Member] | ||
Business Acquisition [Line Items] | ||
Total consideration | 20,903 | |
Less net assets acquired | 13,575 | |
Goodwill | $ 7,328 |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Customer Lists [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset Amount at Acquisition Date | $ 240 | $ 365 |
Weighted Average Amortization Period in Years | 15 years | 10 years |
Dealer Agreements [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset Amount at Acquisition Date | $ 900 | $ 20,700 |
Weighted Average Amortization Period in Years | 10 years | 10 years |
SCHEDULE OF PRO FORMA FINANCIAL
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 335,954 | $ 339,784 | $ 1,102,949 | $ 1,056,841 |
Income before income taxes | 10,725 | 40,762 | 87,603 | 103,216 |
Net income | $ 7,687 | $ 32,918 | $ 68,126 | $ 77,601 |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) - 2022 Acquisitions [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Measurement period adjustments to goodwill | $ 631 | $ (1,533) |
Revenue related to acquisitions | 67,357 | 125,404 |
Net loss prior to income taxes related to acquisitions | $ 5,394 | $ 17,437 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventories, gross | $ 336,103 | $ 251,343 |
Less: excess of current cost over LIFO | (16,667) | (8,437) |
Total | 319,436 | 242,906 |
New Recreational Vehicles [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 282,184 | 177,744 |
Pre-owned Recreational Vehicles [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 49,436 | 66,013 |
Parts Accessories And Other [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | $ 4,483 | $ 7,586 |
SCHEDULE OF ACCOUNTS PAYABLE, A
SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 23,431 | $ 28,356 |
Other accrued expenses | 3,291 | 5,064 |
Customer deposits | 3,074 | 8,511 |
Accrued compensation | 6,292 | 8,564 |
Accrued charge-backs | 9,188 | 8,243 |
Accrued interest | 947 | 261 |
Total | $ 46,223 | $ 58,999 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases | |
2022 | $ 1,574 |
2023 | 6,094 |
2024 | 5,270 |
2025 | 4,353 |
2026 | 3,119 |
Thereafter | 13,450 |
Total lease payments | 33,860 |
Less: Imputed interest | 5,429 |
Present value of lease liabilities | $ 28,431 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||
Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases | $ 4,868 | $ 1,929 |
ROU assets obtained in exchange for lease liabilities: Operating leases | 285 | 16,378 |
ROU assets obtained in exchange for lease liabilities: Finance lease | 24 | 24 |
ROU assets obtained in exchange for lease liabilities | $ 309 | $ 16,402 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 10, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease term | 12 months | ||
Operating lease term | 7 years | ||
Weighted-average discount rate of operating leases | 5% | ||
Operating lease cost | $ 4,868,000 | $ 1,929,000 | |
Short term leases | $ 0 | ||
LD Murfreesboro TN Landlord, LLC [Member] | |||
Proceeds from sale of land | $ 4,921 | ||
Maximum [Member] | |||
Lease renewal terms | 50 years |
SCHEDULE OF FLOOR PLAN NOTES PA
SCHEDULE OF FLOOR PLAN NOTES PAYABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Floor plan notes payable, gross | $ 290,755 | $ 192,868 |
Debt discount | (457) | (648) |
Floor plan notes payable, net of debt discount | $ 290,298 | $ 192,220 |
SCHEDULE OF MATURITIES OF LONG-
SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 1,073 |
2023 | 3,575 |
2024 | 9,762 |
2025 | 400 |
Total | $ 14,810 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||||||||||
Jun. 14, 2021 | Jun. 14, 2021 | Feb. 13, 2021 | Feb. 13, 2021 | May 04, 2020 | Apr. 30, 2020 | Apr. 28, 2020 | Mar. 06, 2020 | Mar. 15, 2018 | Sep. 30, 2022 | Jul. 14, 2021 | |
Debt Instrument [Line Items] | |||||||||||
Gross principal amount, total long-term debt | $ 14,810 | ||||||||||
Paycheck Protection Program Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes payable | $ 6,831 | ||||||||||
Debt instrument, maturity date | May 04, 2022 | Apr. 30, 2022 | Apr. 29, 2022 | ||||||||
Proceeds from notes payable | $ 637 | $ 1,236 | |||||||||
Debt instrument interest rate | 1% | ||||||||||
Loans forgiven | 6,626 | ||||||||||
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 facility, expiration 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 facility, expiration date | Mar. 15, 2021 | ||||||||||
Line of credit facility, extended expiration date | Sep. 15, 2021 | Jun. 15, 2021 | |||||||||
Repayments of loan monthly installments | $ 30 | ||||||||||
M&T Facility [Member] | Third Amendment [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.25% | ||||||||||
M&T Facility [Member] | Third Amendment [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 1.25% | ||||||||||
Revolving Credit Facility [Member] | Amended and Restated Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 25,000 | ||||||||||
Mortgage Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of loan monthly installments | 30 | ||||||||||
Maximum amount of cash dividends | 20,179 | ||||||||||
Mortgage balance | $ 5,471 | ||||||||||
Interest rate | 5.01% | ||||||||||
Mortgage Loan Facility [Member] | Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 1.25% | ||||||||||
Mortgage Loan Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.25% | ||||||||||
M&T Floor Plan Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit maximum borrowing capacity | $ 327,000 | ||||||||||
Interest rate | 5.16% | ||||||||||
Line of credit rate description | 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 facility, interest 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 SOFR plus 1.00%. | ||||||||||
Line of credit commitments percentage | 0.15% | ||||||||||
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] | Base Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 1% | ||||||||||
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 Floor Plan Line of Credit [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2% | ||||||||||
M&T Floor Plan Line of Credit [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.30% | ||||||||||
M&T Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of loan monthly installments | $ 242 | ||||||||||
Interest rate | 5.20% | ||||||||||
Gross principal amount, total long-term debt | $ 11,300 | ||||||||||
Debt instrument, balloon payment | 2,600 | ||||||||||
Term loan | $ 7,917 | ||||||||||
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% | ||||||||||
M&T Term Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.25% | ||||||||||
M&T Term Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 3% | ||||||||||
M&T Revolver [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
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 maximum borrowing capacity | $ 25,000 | ||||||||||
Line of credit commitments percentage | 0.50% | ||||||||||
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% | ||||||||||
M&T Revolver [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 2.25% | ||||||||||
M&T Revolver [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of leverage ratio | 3% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for federal and state income taxes | $ 3,032 | $ 7,326 | $ 19,388 | $ 22,299 |
Effective tax rates, percentage | 28.30% | 19.10% | 22.20% | 25.50% |
Federal statutory rate, percentage | 21% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jul. 14, 2022 | Jun. 10, 2022 | Dec. 23, 2021 | May 31, 2018 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | |||||
Option to purchase granted shares | 54,631 | ||||
Employment Agreement [Member] | De Vincenzi [Member] | |||||
Loss Contingencies [Line Items] | |||||
Initial base salary | $ 37,500 | ||||
Payments to employees | $ 25,000 | ||||
Option to purchase granted shares | 29,599 | 25,032 | |||
Share issued price per share | $ 30 | ||||
Restricted stock award | 15,464 | 10,613 | |||
Sale of stock, price per share | $ 14.55 | ||||
Chief Executive Officer [Member] | Employment Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Initial base salary | $ 540,000 | ||||
Percentage of target bonus on base salary | 100% | ||||
Chief Executive Officer [Member] | Employment Agreement [Member] | MR North [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Loss Contingencies [Line Items] | |||||
Restricted stock award | 105,308 | ||||
John North [Member] | Employment Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Initial base salary | $ 600,000 | ||||
Bonus received | $ 300,000 | ||||
Chief Financial Officer [Member] | Employee Relocation [Member] | |||||
Loss Contingencies [Line Items] | |||||
[custom:RelocationAllowance-0] | $ 100,000 | ||||
Chief Financial Officer [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Percentage of target bonus on base salary | 150% | ||||
Chief Financial Officer [Member] | Employment Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Initial base salary | $ 325,000 | ||||
Percentage of target bonus on base salary | 75% | ||||
Non-Employee 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 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
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 | |
Dividends payable | $ | $ 1,210 | $ 1,210 |
Measurement Input, Price Volatility [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants fair value assumptions, measurement input | 39 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants fair value assumptions, measurement input | 2.61 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants fair value assumptions, measurement input | 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% | |
Issue price of preferred stock | $ | $ 100 | |
Dividend rate description | Accrued and unpaid dividends, until paid in full in cash, will accrue at the then applicable Dividend Rate plus 2%. The Dividend Rate will be increased to 11% per annum, compounded quarterly, in the event that the Company’s senior indebtedness less unrestricted cash during any trailing twelve-month period ending at the end of any fiscal quarter is greater than 2.25 times earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Dividend Rate will be reset to 8% at the end of the first fiscal quarter when the Company’s senior indebtedness less unrestricted cash during the trailing twelve-month period ending at the end of such quarter is less than 2.25 times EBITDA. | |
Private Placement [Member] | Series A Preferred Stock 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) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Shares Underlying Warrants, Outstanding, Beginning balance | shares | 3,419,105 |
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 | (57,143) |
Weighted Average Exercise Price Exercised | $ / shares | $ 11.50 |
Shares Underlying Warrants, Outstanding, Ending balance | shares | 3,361,962 |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities | $ 4,109 | $ 15,293 |
PIPE Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities | 3,647 | 13,603 |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities | $ 462 | $ 1,690 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Equity [Abstract] | |
Shares Underlying Options, Outstanding, Beginning balance | shares | 1,286,672 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 11.87 |
Shares Underlying Options, Granted | shares | 54,631 |
Weighted Average Exercise Price, Granted | $ / shares | $ 21.63 |
Shares Underlying Options, Cancelled or terminated | shares | (25,000) |
Weighted Average Exercise Price, Cancelled or terminated | $ / shares | $ 22.41 |
Shares Underlying Options, Exercised | shares | (166,239) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 10.92 |
Shares Underlying Options, Outstanding, Ending balance | shares | 1,150,064 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 12.24 |
Weighted Average Remaining Contractual Life, Outstanding, Ending balance | 2 years 4 months 2 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | $ 1,449 |
Shares Underlying Options, Vested, Ending balance | shares | 392,656 |
Weighted Average Exercise Price, Vested, Ending balance | $ / shares | $ 9.20 |
Weighted Average Remaining Contractual Life, Vested, Ending balance | 2 years 1 month 6 days |
Aggregate Intrinsic Value, Vested, Ending balance | $ | $ 1,690 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Risk free interest rate, minimum | 0.77% |
Risk free interest rate, maximum | 3.21% |
Expected volatility, minimum | 73% |
Expected volatility, maximum | 81% |
Expected dividends | 0% |
Minimum [Member] | |
Expected term (years) | 3 years |
Maximum [Member] | |
Expected term (years) | 3 years 9 months |
SCHEDULE OF RESTRICTED STOCK UN
SCHEDULE OF RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2022 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted stock units, Beginning balance | |
Restricted stock unit, Granted | 165,297 |
Restricted stock unit, Vested | |
Restricted stock unit, Forfeited | |
Restricted stock unit, Ending balance | 165,297 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 09, 2022 | Feb. 24, 2022 | Mar. 17, 2021 | May 20, 2019 | Mar. 15, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 13, 2021 | |
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Stock based compensation | $ 831,000 | $ 132,000 | $ 2,083,000 | $ 815,000 | |||||||
Stock repurchased during the period, value | $ 5,053,000 | $ 43,218,000 | $ 12,016,000 | ||||||||
Stock repurchased during the period, shares | 337,171 | 2,590,577 | 566,013 | ||||||||
Warrant exercises | $ 246,000 | $ 513,000 | 11,582,000 | ||||||||
Stockholders equity approved | 510,000 | ||||||||||
Stock based compensation related to awards with market conditions | $ 0 | 0 | $ 0 | 96,000 | |||||||
Number of shares options granted | 54,631 | ||||||||||
Stock based compensation related to awards with service conditions | 452,000 | 92,000 | $ 1,185,000 | 473,000 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Weighted average grant date fair value | $ 16.77 | ||||||||||
Intrinsic value of RSU | $ 2,232 | $ 2,232 | |||||||||
Unrecognized compensation cost | $ 2,226 | ||||||||||
Rsu term | 2 years 4 months 9 days | ||||||||||
Employees [Member] | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Number of shares options granted | 54,631 | 245,000 | |||||||||
Stock option exercise price description | The options have an exercise price of $30.00 or $14.55 | The options have an exercise price of $21.01, $22.41 or $23.11 | |||||||||
Granted stock options term | 5 years | 5 years | |||||||||
Stock options vesting term | 1 year | 4 years | |||||||||
Fair value of the options issued | $ 450,000 | $ 2,920,000 | |||||||||
Warrant [Member] | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Warrants to purchase common stock | 300,357 | 300,357 | |||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | |||||||||
Warrant [Member] | Two Institutional Investors [Member] | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Number of securities into which the class of warrant converted | 1,005,308 | ||||||||||
Number of shares issued | 1,005,308 | ||||||||||
Warrant exercises | $ 11,315,000 | ||||||||||
Stock Options [Member] | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Compensation cost unrecognized | $ 2,869,000 | $ 2,869,000 | |||||||||
Weighted average service period | 2 years 2 months 15 days | ||||||||||
Share Repurchase Program [Member] | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Numer of shares authorized to be purchased, amount | $ 45,000,000 | $ 25,000,000 | |||||||||
Stock repurchased during the period, value | 20,000,000 | ||||||||||
Numer of shares remaining authorized to be purchased, amount | $ 25,000,000 | ||||||||||
2019 Employee Stock Purchase Plan [Member] | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Number of common shares reserved for future issuance | 900,000 | ||||||||||
Common stock purchase price, description | Participants in the plan may purchase shares of common stock at a purchase price which will not be less than the lesser of 85% of the fair value per share of the common on the first day of the purchase period or the last day of the purchase period. | ||||||||||
Stock based compensation | $ 65,000 | $ 41,000 | $ 351,000 | $ 246,000 | |||||||
2018 Long-Term Incentive Equity Plan [Member] | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Number of common shares reserved for future issuance | 600,000 | 565,471 | 565,471 | ||||||||
Maximum percentage on options may be issued | 13% | ||||||||||
Options issuable under stock price trigger | $ 8.75 | ||||||||||
2018 Long-Term Incentive Equity Plan [Member] | Increased Plan By Formula [Member] | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Maximum percentage on options may be issued | 18% |
SCHEDULE OF FAIR VALUE ADJUSTME
SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 4,109 | $ 15,293 |
Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 462 | 1,690 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 3,647 | 13,603 |
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 462 | 1,690 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 462 | 1,690 |
PIPE Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 3,647 | 13,603 |
PIPE Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 3,647 | 13,603 |
PIPE Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
PIPE Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, term | 5 months 12 days | 1 year 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 | $ 13.50 | $ 21.54 |
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 | 50 | 57.4 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input | 3.73 | 0.46 |
Expected Dividend Yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input | 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 | $ 1.49 | $ 5.45 |
SCHEDULE OF LIABILITIES MEASURE
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
PIPE Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value beginning | $ 13,603 | $ 13,716 |
Exercise or conversion | (607) | (7,208) |
Measurement adjustment | (9,349) | 7,095 |
Fair value ending | 3,647 | 13,603 |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value beginning | 1,690 | 1,380 |
Exercise or conversion | ||
Measurement adjustment | (1,228) | 310 |
Fair value ending | $ 462 | $ 1,690 |