Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Feb. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2022 | |||
Document Fiscal Period Focus | FY | |||
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, Address Line Two | Suite 350 | |||
Entity Address, City or Town | Tampa | |||
Entity Address, State or Province | FL | |||
Entity Address, Postal Zip Code | 33610 | |||
City Area Code | (813) | |||
Local Phone Number | 246-4999 | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |||
Trading Symbol | LAZY | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 93.4 | |||
Entity Common Stock, Shares Outstanding | 11,112,989 | |||
Documents Incorporated by Reference [Text Block] | Certain portions of the registrant’s definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 for its 2023 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by this report, are incorporated by reference into Part III of this report. | |||
ICFR Auditor Attestation Flag | true | |||
Auditor Firm ID | 49 | |||
Auditor Name | RSM US LLP | RSM US LLP | ||
Auditor Location | Orlando, Florida | Orlando, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 61,687 | $ 98,120 |
Receivables, net of allowance for doubtful accounts of $476 and $456 at December 31, 2022 and December 31, 2021, respectively | 25,053 | 30,604 |
Inventories | 378,881 | 242,906 |
Income tax receivable | 7,912 | 1,302 |
Prepaid expenses and other | 3,316 | 2,703 |
Total current assets | 476,849 | 375,635 |
Property and equipment, net | 158,991 | 120,748 |
Operating lease assets | 26,984 | 32,004 |
Goodwill | 83,460 | 80,318 |
Intangible assets, net | 81,665 | 87,800 |
Other assets | 2,769 | 1,623 |
Total assets | 830,718 | 698,128 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 38,718 | 58,999 |
Dividends payable | 1,210 | 1,210 |
Floor plan notes payable, net of debt discount | 348,735 | 192,220 |
Financing liability, current portion | 2,281 | 1,970 |
Long-term debt, current portion | 3,607 | 5,510 |
Operating lease liability, current portion | 5,074 | 6,441 |
Total current liabilities | 399,625 | 266,350 |
Long term liabilities | ||
Financing liability, non-current portion, net of debt discount | 89,770 | 102,466 |
Long term debt, non-current portion, net of debt discount | 10,131 | 13,684 |
Operating lease liability, non-current portion | 22,755 | 25,563 |
Deferred income tax liability | 15,536 | 13,663 |
Warrant liabilities | 906 | 15,293 |
Total liabilities | 538,723 | 437,019 |
Commitments and Contingencies | ||
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of December 31, 2022 and December 31, 2021; liquidation preference of $60,000 as of December 31, 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; 14,515,253 and 13,694,417 shares issued and 11,112,464 and 12,987,105 outstanding at December 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 130,828 | 121,831 |
Treasury Stock, at cost, 3,402,789 and 707,312 shares at and December 31, 2021, respectively | (57,019) | (12,515) |
Retained earnings | 163,203 | 96,810 |
Total stockholders’ equity | 237,012 | 206,126 |
Total liabilities and stockholders’ equity | $ 830,718 | $ 698,128 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 476 | $ 456 |
Series A convertible preferred stock, shares designated | 600,000 | 600,000 |
Series A convertible preferred stock, shares issued | 600,000 | 600,000 |
Series A convertible preferred stock, shares outstanding | 600,000 | 600,000 |
Series A convertible preferred stock, liquidation preference, value | $ 60,000 | $ 60,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,515,253 | 13,694,417 |
Common stock, shares outstanding | 11,112,464 | 12,987,105 |
Treasury stock, shares | 3,402,789 | 707,312 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Total revenues | $ 1,326,961 | $ 1,235,048 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | 998,270 | 911,558 |
Depreciation and amortization | 16,758 | 14,411 |
Selling, general, and administrative expenses | 222,218 | 184,985 |
Income from operations | 89,715 | 124,094 |
Other income/expenses | ||
PPP loan forgiveness | 6,626 | |
Floorplan interest expense | (8,596) | (1,852) |
Other interest expense | (7,996) | (6,648) |
Change in fair value of warrant liabilities | 12,453 | (11,711) |
Inducement Loss on Warrant Conversion | (246) | |
Total other expense | (4,139) | (13,831) |
Income before income tax expense | 85,576 | 110,263 |
Income tax expense | (19,183) | (28,242) |
Net income | 66,393 | 82,021 |
Dividends on Series A Convertible Preferred Stock | (4,801) | (4,801) |
Net income attributable to common stock and participating securities | $ 61,592 | $ 77,220 |
EPS: | ||
Basic | $ 3.47 | $ 4.43 |
Diluted | $ 2.42 | $ 3.93 |
Weighted average shares outstanding: | ||
Basic | 11,701,302 | 11,402,655 |
Diluted | 12,797,796 | 12,852,318 |
New Vehicle Retail [Member] | ||
Revenues | ||
Total revenues | $ 777,807 | $ 725,114 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | 632,316 | 586,876 |
Preowned Vehicle Retail [Member] | ||
Revenues | ||
Total revenues | 394,582 | 372,566 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | 301,565 | 278,036 |
Vehicle Wholesale [Member] | ||
Revenues | ||
Total revenues | 21,266 | 14,241 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | 21,620 | 13,591 |
Finance and Insurance [Member] | ||
Revenues | ||
Total revenues | 75,482 | 72,647 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | 2,729 | 2,473 |
Service, Body and Parts, Other [Member] | ||
Revenues | ||
Total revenues | 57,824 | 50,480 |
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | 27,657 | 25,771 |
LIFO [Member] | ||
Cost applicable to revenues (excluding depreciation and amortization shown below) | ||
Total cost applicable to revenue | $ 12,383 | $ 4,811 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 | 750 | 750 | |||
Repurchase of treasury stock | $ (12,016) | (12,016) | |||
Repurchase of treasury stock, shares | 566,013 | ||||
Conversion of warrants and options | 54,018 | 54,018 | |||
Conversion of warrants and options, shares | 3,940,770 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | 638 | 638 | |||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 97,606 | ||||
Dividends on Series A preferred stock | (4,801) | (4,801) | |||
Net income | 82,021 | 82,021 | |||
Ending balance, value at Dec. 31, 2021 | $ (12,515) | 121,831 | 96,810 | 206,126 | |
Ending balance, shares at Dec. 31, 2021 | 13,694,417 | 707,312 | |||
Stock-based compensation | 2,813 | 2,813 | |||
Repurchase of treasury stock | $ (44,504) | (44,504) | |||
Repurchase of treasury stock, shares | 2,695,477 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | 918 | 918 | |||
Shares issued pursuant to the Employee Stock Purchase Plan, shares | 66,885 | ||||
Dividends on Series A preferred stock | (4,801) | (4,801) | |||
Net income | 66,393 | 66,393 | |||
Conversion of warrants, options and restricted stock units | 10,067 | 10,067 | |||
Conversion of warrants, options and restricted stock units, shares | 753,951 | ||||
Ending balance, value at Dec. 31, 2022 | $ (57,019) | $ 130,828 | $ 163,203 | $ 237,012 | |
Ending balance, shares at Dec. 31, 2022 | 14,515,253 | 3,402,789 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net income | $ 66,393 | $ 82,021 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Stock based compensation | 2,813 | 750 |
Bad debt expense | (526) | 128 |
Depreciation and amortization of property and equipment | 9,480 | 8,386 |
Amortization of intangible assets | 7,278 | 6,025 |
Amortization of debt discount | 431 | 261 |
Non-cash lease expense | 173 | 80 |
Gain on sale of property and equipment | (20) | (156) |
Deferred income taxes | 1,872 | (1,428) |
PPP loan forgiveness | (6,626) | |
Change in fair value of warrant liabilities | (12,453) | 11,711 |
Inducement loss on warrant conversion | 246 | |
Changes in operating assets and liabilities: | ||
Receivables | 6,512 | (8,473) |
Inventories | (127,594) | (105,511) |
Prepaid expenses and other | (613) | 37 |
Income tax receivable/payable | (6,725) | 595 |
Other assets | (1,146) | (1,130) |
Accounts payable, accrued expenses and other current liabilities | (17,835) | 15,855 |
Total Adjustments | (138,353) | (79,250) |
Net Cash (Used In) Provided By Operating Activities | (71,960) | 2,771 |
Cash Flows From Investing Activities | ||
Cash paid for acquisitions | (14,694) | (63,036) |
Proceeds from sales of property and equipment | 36 | 174 |
Purchases of property and equipment | (39,884) | (21,264) |
Net Cash Used In Investing Activities | (54,542) | (84,126) |
Cash Flows From Financing Activities | ||
Net borrowings under M&T bank floor plan | 148,180 | 73,097 |
Repayment of long term debt with M&T bank | (4,410) | (4,250) |
Proceeds from financing liability | 11,686 | 26,226 |
Repayments of financing liability | (24,163) | (1,843) |
Payment of dividends on Series A preferred stock | (4,801) | (4,801) |
Repurchase of Treasury Stock | (44,504) | (12,016) |
Proceeds from shares issued pursuant to the Employee Stock Purchase Plan | 918 | 714 |
Proceeds from exercise of warrants | 5,714 | 11,582 |
Proceeds from exercise of stock options | 2,418 | 30,675 |
Tax benefit related to stock-based awards | 115 | |
Repayments of acquisition notes payable | (1,084) | (2,501) |
Loan issuance costs | (920) | |
Net Cash Provided By Financing Activities | 90,069 | 115,963 |
Net (Decrease) Increase In Cash | (36,433) | 34,608 |
Cash - Beginning | 98,120 | 63,512 |
Cash - Ending | 61,687 | 98,120 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 15,558 | 7,301 |
Cash paid during the period for income taxes net of refunds received | 23,920 | 29,070 |
Non-Cash Investing and Financing Activities | ||
Fixed assets purchased with accounts payable | 203 | |
Accrued dividends on Series A Preferred Stock | 1,210 | 1,210 |
Operating lease assets | (886) | (20,659) |
Operating lease liabilities | 886 | 20,659 |
Net assets acquired in acquisitions | $ 18,071 | $ 44,005 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 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. (“Holdings”), a Delaware corporation, which was originally formed on October 24, 2017, as a wholly owned subsidiary of Andina Acquisition Corp. II (“Andina”), an exempted company incorporated in the Cayman Islands on July 1, 2015 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 of 2022. Through its subsidiaries, Lazydays RV sells and services new and pre-owned recreational vehicles and sells related parts and accessories. We also arrange financing and extended service contracts for vehicle sales through third-party financing sources and extended warrant providers. We also offer our customers such ancillary services as overnight campground and restaurant facilities. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements for the years ended December 31, 2022 and 2021 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 the subsidiaries as described in Exhibit 21.1 (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. Segments We operate one Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, LIFO adjustments, the allowance for doubtful accounts and fair value of warrant liabilities. Cash and Cash Equivalents We consider all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with our banks. There are no cash equivalents as of December 31, 2022 and 2021. Revenue Recognition The core principle of revenue recognition is that an entity recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We apply a five-step model for revenue measurement and recognition. Revenues are recognized when control of the promised goods or services is transferred to customers at the expected amount we are entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the consolidated statements of operations. Revenue from the sale of vehicle contracts is recognized at a point in time on delivery, transfer of title and completion of financing arrangements. Revenue from the sale of parts, accessories, and related service is recognized as services and parts are delivered or as a customer approves elements of the completion of service. Revenue from the sale of parts, accessories, and related service is recognized in other revenue in the accompanying consolidated statements of operations. We receive commissions from the sale of insurance and vehicle service contracts to customers. In addition, we arrange financing for customers through various financial institutions and receive commissions. We may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of the contracts by our customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicle and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The estimates for future chargebacks require judgment by management, and as a result, there is an element of risk associated with these revenue streams. We recognized finance and insurance revenues, less the addition to the charge-back allowance, which is included in other revenue as follows: SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES For the year ended For the year ended December 31, 2022 December 31, 2021 Gross finance and insurance revenues $ 82,226 $ 80,364 Additions to charge-back allowance (6,744 ) (7,717 ) Net Finance Revenue $ 75,482 $ 72,647 We have an accrual for charge-backs which totaled $ 8.2 Receivables We sell to customers and arrange third-party financing, as is customary in the industry. These financing arrangements result in receivables from financial institutions. Interest is not normally charged on receivables. Management establishes an allowance for doubtful accounts based on our historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such pre-owned vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $ 20.8 8.4 Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Improvements and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease. Useful lives range from 2 39 2 12 Goodwill and Intangible Assets The Company’s goodwill, trade names and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of the Company’s aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than the carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all our reporting units and perform a detailed quantitative test of impairment (Step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis, (Step 2) to measure such impairment. At September 30, 2022, the Company performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting units is less than their carrying amounts. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made that it is more likely than not that the fair value of the reporting units exceeded their carrying values and no impairments were identified at December 31, 2022. Our manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives are 8 15 Vendor Allowances As a component of our consolidated procurement program, we frequently enter into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of costs of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures is deemed to be probable and reasonably estimable. Impairment of Long-Lived Assets We evaluate the carrying value of long-lived assets whenever events or changes in circumstances indicate that intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying amount of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes there have been no changes in events or circumstances that would indicate an impairment of long-lived assets existed as of December 31, 2022 and 2021. Fair Value of Financial Instruments The carrying amounts of financial instruments approximate fair value as of December 31, 2022 and 2021 because of the relatively short maturities of these instruments. The carrying amount of our bank debt approximates fair value as of December 31, 2022 and 2021 because the debt bears interest at a rate that approximates the current market rate at which we could borrow funds with similar maturities. Cumulative Redeemable Convertible Preferred Stock Our Series A Preferred Stock (See Note 15 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock until a cash dividend payment is declared by the Board of Directors. Stock Based Compensation We account for stock-based compensation for employees and directors in accordance with ASC 718, Compensation. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from financing 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 We compute 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. We are required, in periods in which we have 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 our Series A Preferred Stock have the right to receive dividends or dividend equivalents should we declare dividends on our 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 we have a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net income attributable to common stockholders used in the calculation of basic and diluted loss per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS Year ended Year ended December 31, 2022 December 31, 2021 (Dollars in thousands - except share and per share amounts) Distributed earning allocated to common stock $ - $ - Undistributed earnings allocated to common stock 40,618 50,474 Net earnings allocated to common stock 40,618 50,474 Net earnings allocated to participating securities 20,974 26,746 Net earnings allocated to common stock and participating securities $ 61,592 $ 77,220 Weighted average shares outstanding for basic earnings per common share computation 11,400,945 11,102,298 Dilutive effect of pre-funded warrants 300,357 300,357 Weighted average shares outstanding for diluted earnings per share computation 11,701,302 11,402,655 Basic income per common share $ 3.47 $ 4.43 Diluted income per common share $ 2.42 $ 3.93 During the years ended December 31, 2022 and 2021, respectively, the denominator of the basic EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE Year ended Year ended December 31, 2022 December 31, 2021 Weighted average outstanding common shares 11,400,945 11,102,298 Weighted average prefunded warrants 300,357 300,357 Weighted shares outstanding - basic $ 11,701,302 $ 11,402,655 During the years ended December 31, 2022 and 2021, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE Year ended Year ended December 31, 2022 December 31, 2021 Weighted average outstanding common shares 11,400,945 11,102,298 Weighted average prefunded warrants 300,357 300,357 Weighted average warrants (equity) 534,137 891,465 Weighted average warrants (liabilities) 237,518 - Weighted average options 324,839 558,198 Weighted shares outstanding - diluted 12,797,796 12,852,318 For the years ended December 31, 2022 and 2021, respectively, the following common stock equivalent shares were excluded from the computation of the diluted income per share, since their inclusion would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Year ended Year ended December 31, 2022 December 31, 2021 Warrants (liabilities) - 645,458 Stock options 245,032 245,000 Restricted stock units 72,459 - Shares issuable under the Employee Stock Purchase Plan 4,517 6,625 Share equivalents excluded from EPS 322,008 897,083 Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $ 30.6 22.1 Income Taxes We account for income taxes under ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in our financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on our financial condition, results of operations or cash flows. We do not expect any significant changes in our unrecognized tax benefits within twelve months of the reporting date. Our policy is to classify assessments, if any, for tax related interest and penalties as income tax expense in the consolidated statements of operations. Vendor Concentrations We purchase our new RVs and replacement parts from various manufacturers. During the year ended December 31, 2022, Thor Industries, Inc., Winnebago Industries, Inc, and Forest River, Inc. accounted for 49.1 29.1 18.3 46.4 30.6 18.9 We are subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if we are in material breach of the agreement terms. Geographic Concentrations Revenues generated by customers of the Florida locations, the Colorado locations, the Arizona locations, and the Tennessee locations which generate greater than 10% of revenues, were as follows: SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE For the year ended For the year ended December 31, 2022 December 31, 2021 Florida 44 % 48 % Tennessee 14 % 14 % Colorado < 10 % 11 % Arizona < 10 % 11 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on the previously reported net income. Lease Recognition At inception of a contract, we determine whether an arrangement is or contains a lease. For all leases, we determine the classification as either operating or financing. Operating lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments under the lease. Lease recognition occurs at the commencement date and lease liability amounts are based on the present value of lease payments over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Because most of our leases do not provide information to determine an implicit interest rate, we use our incremental borrowing rate in determining the present value of lease payments. Operating lease assets also include any lease payments made prior to the commencement date and exclude lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with both lease and non-lease components, which are generally accounted for together as a single lease component. Leases that are determined to be finance leases are recorded as financing liabilities. See Note 8. – Financing Liabilities. 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. We are currently evaluating the impact that this new standard will have on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently evaluating the impact that this new standard will have on our consolidated financial statements. Recently Adopted Accounting Pronouncements 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. We adopted ASU 2020-04 on January 1, 2022 and the adoption did not materially impact our condensed consolidated financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3 – BUSINESS COMBINATIONS Acquisitions of Dealerships We consummated the following acquisitions during the years ended December 31, 2022 and 2021. In all four acquisitions, the purchase price consisted solely of cash paid to the seller. As part of each transaction, we acquired the inventory of the seller and added the inventory to the M&T Floor Plan Line of Credit (as defined below). ● March 23, 2021 Chilhowee Trailer Sales (“Chilhowee”) in Maryville, Tennessee ● August 3, 2021 B. Young RV (“BYRV”) in Portland, Oregon and Vancouver, Washington ● August 24, 2021 Burlington RV Superstore (“Burlington”) in Milwaukee, Wisconsin ● July 23, 2022 Dave’s Claremore RV in Tulsa, Oklahoma We 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, we determined our 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 BYRV Other Total 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 We recorded measurement period adjustments to goodwill of ($ 1.6 ) million and $ 0.35 million The following table summarizes our allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closing as of December 31, 2022 and December 31, 2021, respectively. The allocation is final for the 2021 acquisitions and preliminary for the 2022 acquisition. 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 We recorded approximately $ 0.22 million 0.02 million in net income prior to income taxes during the year ended December 31, 2022, related to the 2022 acquisition. We recorded approximately $ 82.9 million in revenue and $ 11.8 million in pre-tax income during the year ended December 31, 2021, related to the 2021 acquisitions. 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, 2022 and 2021, respectively. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION For the year ended For the year ended December 31, 2022 December 31, 2021 Revenue $ 1,346,439 $ 1,388,089 Income before income taxes $ 85,998 $ 126,889 Net income $ 66,726 $ 95,072 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. Goodwill that is deductible for tax purposes was determined to be $ 53.7 |
RECEIVABLES, NET
RECEIVABLES, NET | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
RECEIVABLES, NET | NOTE 4 – RECEIVABLES, NET Receivables consist of the following: SCHEDULE OF RECEIVABLES As of As of December 31, 2022 December 31, 2021 Contracts in transit and vehicle receivables $ 15,442 $ 24,182 Manufacturer receivables 8,760 4,105 Finance and other receivables 1,327 2,773 Receivables, gross 25,529 31,060 Less: Allowance for doubtful accounts (476 ) (456 ) Receivables, net $ 25,053 $ 30,604 Contracts in transit represent receivables from financial institutions for the portion of the vehicle and other products sales price financed by our customers through financing sources arranged by the Company. Manufacturer receivables are due from the manufacturers for incentives, rebates, and other programs. These incentives and rebates are treated as a reduction of cost of revenues. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 – INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES As of As of December 31, 2022 December 31, 2021 New recreational vehicles $ 342,415 $ 177,744 Pre-owned recreational vehicles 50,457 66,013 Parts, accessories and other 6,831 7,586 Inventories, gross 399,703 251,343 Less: excess of current cost over LIFO (20,822 ) (8,437 ) Total $ 378,881 $ 242,906 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of As of December 31, 2022 December 31, 2021 Land $ 41,286 $ 31,910 Building and improvements including leasehold improvements 113,596 94,720 Furniture and equipment 17,503 12,874 Company vehicles 1,691 1,333 Construction in progress 20,190 5,786 Property and equipment, gross 194,266 146,623 Less: Accumulated depreciation and amortization (35,275 ) (25,875 ) Property and equipment, net $ 158,991 $ 120,748 Depreciation and amortization expense is set forth in the table below: SCHEDULE OF DEPRECIATION AND AMORTIZATION As of As of December 31, 2022 December 31, 2021 Depreciation $ 9,480 $ 8,386 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS The following is a summary of changes in our goodwill for the years ended December 31, 2022 and 2021: SCHEDULE OF CHANGES IN GOODWILL Balance as of December 31, 2020 45,095 Acquisitions 34,873 Measurement period adjustments 350 Balance as of December 31, 2021 $ 80,318 Acquisitions 4,692 Measurement period adjustments (1,550 ) Balance as of December 31, 2022 $ 83,460 Intangible assets and the related accumulated amortization are summarized as follows: SCHEDULE OF INTANGIBLE ASSETS AND ACCUMULATED AMORTIZATION As of December 31, 2022 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 65,400 $ 20,346 $ 45,054 $ 64,500 $ 14,008 $ 50,492 Customer relationships 10,395 3,993 6,402 10,155 3,102 7,053 Non-Compete agreements 230 121 109 230 75 155 76,025 24,460 51,565 74,885 17,185 57,700 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 30,100 - 30,100 $ 106,125 $ 24,460 $ 81,665 $ 104,985 $ 17,185 $ 87,800 Amortization expense is set forth in the table below: SCHEDULE OF AMORTIZATION EXPENSE As of As of December 31, 2022 December 31, 2021 Amortization $ 7,278 $ 6,025 Estimated future amortization expense is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION Years ending 2023 $ 7,332 2024 7,332 2025 7,264 2026 6,585 2027 6,274 Thereafter 16,778 Finite lived intangible assets, net $ 51,565 As of December 31, 2022, the weighted average remaining amortization period was 9.84 |
FINANCING LIABILITY
FINANCING LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
FINANCING LIABILITY | NOTE 8 – FINANCING LIABILITY We have operations at several properties that were previously sold and then leased back from the purchasers over a non-cancellable period of 20 10 6.06 8.0 20 On December 29, 2022, we repurchased real estate in Nashville, Tennessee and Elkhart, Indiana that was previously leased through two finance leases for $ 24.5 The financing liabilities, net of debt discount, is summarized as follows: SCHEDULE OF FINANCING LIABILITY As of As of December 31, 2022 December 31, 2021 Financing liability $ 92,160 $ 104,638 Debt discount (109 ) (202 ) Financing liability, net of debt discount 92,051 104,436 Less: current portion 2,281 1,970 Financing liability, non-current portion $ 89,770 $ 102,466 The future minimum payments required by the arrangements are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS Total Years ending December 31, Principal Interest Payment 2023 $ 2,281 $ 5,911 $ 8,192 2024 2,735 5,970 8,705 2025 3,082 5,778 8,860 2026 3,452 5,562 9,014 2027 3,859 5,320 9,179 Thereafter 60,860 34,355 95,215 Future minimum payments due $ 76,269 $ 62,896 $ 139,165 For the year ended December 31, 2022, we made interest payments of $ 7.0 2.2 22.0 5.5 1.9 |
ACCOUNTS PAYABLE, ACCRUED EXPEN
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities consist of the following: SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of As of Accounts payable $ 10,843 $ 28,356 Other accrued expenses 4,509 5,064 Customer deposits 6,000 8,511 Accrued compensation 6,910 8,564 Accrued charge-backs 8,218 8,243 Accrued interest 2,238 261 Total $ 38,718 $ 58,999 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 10 – LEASES We lease property and equipment throughout the United States primarily under operating leases. Leases with lease terms of 12 Most leases include one or more options to renew, with renewal terms that can extend the lease term up to 20 We lease properties for our RV retail locations through nine operating leases. We also lease billboards and certain of our equipment through operating leases. The related right-of-use (“ROU”) assets for these operating leases are included in operating lease assets. As of December 31, 2022, the weighted-average remaining lease term and weighted-average discount rate of operating leases was 6.8 5.0 Operating lease costs were $ 6.6 5.3 no Maturities of lease liabilities as of December 31, 2022 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity Date Operating Leases 2023 $ 6,247 2024 5,422 2025 4,505 2026 3,268 2027 3,235 Thereafter 10,309 Total lease payments 32,986 Less: Imputed interest 5,157 Present value of lease liabilities $ 27,829 The following presents supplemental cash flow information related to leases during 2022 and 2021: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Year ended Year ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 6,556 $ 5,309 ROU assets obtained in exchange for lease liabilities: Operating leases $ 886 $ 20,659 Finance lease 24 $ 24 $ 910 $ 20,683 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 11 – DEBT M&T Financing Agreement On March 15, 2018, we replaced our existing debt agreements with Bank of America with a $ 200 175 20 5 6.136 March 15, 2021 September 15, 2021 On July 14, 2021, we 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 July 14, 2024 On May 13, 2022, we 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 December 31, 2022, the payment of dividends by the Company (other than from proceeds of revolving loans) was permitted under the M&T Facility, so long as at the time of payment of any such dividend, no event of default existed under the M&T Facility, or would result from the payment of such dividend, and so long as any such dividend was permitted under the M&T Facility. As of December 31, 2022, the maximum amount of cash dividends that we could make from legally available funds to our stockholders was limited to an aggregate of $ 9.7 Mortgage Loan Facility The mortgage loan facility (“mortgage”) has SOFR borrowings bearing interest at SOFR plus 2.25 1.25 0.03 5.4 6.64 Floor plan Line of Credit The $ 327.0 90.0 1.0 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 6.475 277.5 8.6 The M&T Floor Plan Line of Credit consists of the following as of December 31, 2022 and 2021: SCHEDULE OF FLOOR PLAN NOTES PAYABLE As of December 31, 2022 As of December 31, 2021 Floor plan notes payable, gross $ 349,117 $ 192,868 Debt discount (382 ) (648 ) Floor plan notes payable, net of debt discount $ 348,735 $ 192,220 Term Loan The $ 11,300 242 2,600 2.25 3.00 1.25 2.00 6.67 7.2 Revolver The $ 25,000 25.0 2.25 3.00 1.25 2.00 0.25 0.50 no 25.0 PPP Loans In response to economic uncertainty caused by the COVID-19 pandemic, subsidiaries of the Company took the additional step of applying for loans (“PPP Loans”) under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) with M&T Bank (the “Lender”). The PPP Loans in aggregate totaled $ 6.8 6.6 2 Long-term debt consists of the following as of December 31, 2022 and 2021: SCHEDULE OF LONG TERM DEBT As of December 31, 2022 As of December 31, 2021 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan and Mortgage $ 12,587 $ (49 ) $ 12,538 $ 15,793 $ (93 ) $ 15,700 Paycheck Protection Program Loans - - - 819 - 819 Acquisition notes payable (See Note 3) 1,200 - 1,200 2,675 - 2,675 Total long-term debt 13,787 (49 ) 13,738 19,287 (93 ) 19,194 Less: current portion 3,607 - 3,607 5,510 - 5,510 Long term debt, non-current $ 10,180 $ (49 ) $ 10,131 $ 13,777 $ (93 ) $ 13,684 Future maturities of long-term debt are as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT Years ending December 31, 2023 3,576 2024 9,762 2025 400 Total $ 13,738 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES The components of our income tax expense are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE Year ended Year ended December 31, 2022 December 31, 2021 Current: Federal $ 13,389 $ 23,867 State 3,922 5,804 Current: Income tax expense 17,311 29,671 Deferred: Federal 1,651 (1,161 ) State 221 (268 ) Deferred: Income tax expense 1,872 (1,429 ) Income tax expense $ 19,183 $ 28,242 A reconciliation of income taxes calculated using the statutory federal income tax rate (21% in 2022 and 2021) to our income tax expense is as follows: SCHEDULE OF INCOME TAXES CALCULATED USING STATUTORY FEDERAL INCOME TAX RATE Year Ended Year Ended December 31, 2022 December 31, 2021 Amount % Amount % Income taxes at statutory rate $ 17,971 21.0 % $ 23,155 21.0 % Non-deductible expense 55 0.1 % 40 0.0 % State income taxes, net of federal tax effect 3,329 3.8 % 4,352 4.0 % PPP loan forgiveness - 0.0 % (1,391 ) -1.3 % Stock-based compensation and officer compensation 450 0.6 % (430 ) -0.4 % Change in fair value of warrant liabilities (2,615 ) -3.0 % 2,511 2.3 % Other credits and changes in estimate (7 ) -0.1 % 5 0.0 % Income tax expense $ 19,183 22.4 % $ 28,242 25.6 % Due to limitations on the deductibility of compensation under Section 162(m) stock-based compensation expense attributable to certain employees has been treated as a permanent difference in the calculation of tax expense. We do not expect that these expenses will be deductible on the estimated exercise date of the awards. As such, no deferred tax asset has been established related to these amounts. Deferred tax assets and liabilities were as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES As of As of December 31, 2022 December 31, 2021 Deferred tax assets: Accounts receivable $ 167 $ 116 Accrued charge-backs 2,093 2,093 Other accrued liabilities 639 1,258 Goodwill - - Financing liability 16,448 16,871 Transaction costs - - Stock based compensation 406 596 Other, net 139 164 Deferred tax assets, Total 19,892 21,098 Deferred tax liabilities: Prepaid expenses (649 ) (303 ) Goodwill (1,908 ) (857 ) Inventories (6,873 ) (6,303 ) Property and equipment (14,747 ) (14,782 ) Intangible assets (11,251 ) (12,516 ) Deferred tax liabilities, Total (35,428 ) (34,761 ) Net deferred tax (liabilities)/assets $ (15,536 ) $ (13,663 ) No significant increases or decreases in the amounts of unrecognized tax benefits are expected in the next 12 months. We are subject to U.S. federal income tax and income tax in the states of Florida, Arizona, Colorado, Minnesota, Tennessee, Texas, Indiana, Oregon, Wisconsin and Oklahoma as well as the city of Portland, Oregon. We are no longer subject to the examination by Federal and state taxing authorities for years prior to 2019. We recognize interest and penalties related to income tax matters in income tax expense. Interest and penalties recorded in the statements of operations for the periods presented were insignificant. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | NOTE 13 – EMPLOYEE BENEFIT PLANS We have a 401(k) plan with profit sharing provisions (the “Plan”). The Plan covers substantially all employees. The Plan allows employee contributions to be made on a salary reduction basis under Section 401(k) of the Internal Revenue Code. Under the 401(k) provisions, we make discretionary matching contributions to employees’ 401(k). We made contributions to the Plan of $ 1.7 1.5 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES Employment Agreements From time to time, we enter into employment agreements with key executives. To date, none of these agreements has been material. Effective November 15, 2022, Nicholas Tomashot stepped down as CFO of the Company. On October 19, 2022, the Company and Mr. Tomashot entered into a Transition Agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Tomashot will remain as an employee at his current base salary through November 1, 2023 and is eligible for a bonus for 2022. Additionally, Mr. Tomashot’s restricted stock units and options to purchase common stock will continue to vest in accordance with their terms, so long as Mr. Tomashot remains employed by the Company. Mr. Tomashot is subject to certain restrictive covenants regarding non-competition and non-solicitation. Legal Proceedings We are a party to multiple legal proceedings that arise in the ordinary course of business. We have certain insurance coverage and rights of indemnification. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these or other matters could have a material adverse effect on our business, results of operations, financial condition, and/or cash flows. We record legal expenses as incurred in our consolidated statements of operations. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 15 – PREFERRED STOCK Simultaneous with the closing of the Mergers, we consummated a private placement with institutional investors for the sale of convertible preferred stock, common stock, and warrants for an aggregate purchase price of $ 94.8 600,000 60.0 500,000 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 our 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 our senior indebtedness less unrestricted cash during the trailing twelve-month period ending at the end of such quarter is less than 2.25 times EBITDA If, at any time following the second anniversary of the issuance of the Series A Preferred Stock, the volume weighted average price of our common stock equals or exceeds $ 25.00 In the event of any liquidation, merger, sale, dissolution or winding up of the Company, holders of the Series A Preferred Stock will have the right to (i) payment in cash of the Issue Price plus all accrued and unpaid dividends, or (ii) convert the shares of Series A Preferred Stock into common stock and participate on an as-converted basis with the holders of common stock. So long as the Series A Preferred Stock is outstanding, the holders thereof, by the vote or written consent of the holders of a majority in voting power of the outstanding Series A Preferred Stock, shall have the right to designate two members to the board of directors. In addition, five 596,273 11.50 0.01 24.00 The Series A Preferred Stock, while convertible into common stock, is also redeemable at the holder’s option and, as a result, is classified as temporary equity in the consolidated balance sheets. An analysis of its features determined that the Series A Preferred Stock was more akin to equity. While the embedded conversion option (“ECO”) was subject to an anti-dilution price adjustment, since the ECO was clearly and closely related to the equity host, it was not required to be bifurcated and it was not accounted for as a derivative liability under ASC 815, Derivatives and Hedging. After factoring in the fair value of the warrants issued in conjunction with the Series A Preferred Stock, the effective conversion price is $ 9.72 10.29 3.4 2.0 3.0 five 178,882 11.50 632,000 5 39 2.61 0 The discount associated with the Series A Preferred Stock was not accreted during the year ended December 31, 2022 because redemption was not currently deemed to be probable. In December 2022, we declared a dividend payment of $ 1.2 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 16 – STOCKHOLDERS’ EQUITY Authorized Capital The Company is authorized to issue 100,000,000 0.0001 5,000,000 0.0001 The holders of our common stock are entitled to one vote per share The holders of Series A Preferred Stock are entitled to the number of votes equal to the number of shares of common stock into which the holder’s shares are convertible 2019 Employee Stock Purchase Plan On May 20, 2019, our 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 66,885 97,606 658,257 0.28 0.35 million, respectively of stock based compensation expense related to the ESPP. Stock Repurchase Program On September 13, 2021, the Board of Directors of the Company authorized the repurchase of up to $ 25 On December 15, 2022, the Board of Directors of the Company authorized the repurchase of up to $ 50.0 13.7 During the year ended December 31, 2022, we repurchased 2,695,477 44.5 16.51 566,013 12.0 21.23 Warrants Simultaneous with the Mergers, in addition to the Series A Preferred Stock and warrants issued in the PIPE Investment, the Company sold 2,653,984 1,339,499 0.01 five 1,630,927 11.50 34.8 2.1 300,357 The five-year warrants may be exercised for cash or, at the option of the holder, on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act by surrendering the warrants for that number of shares of common stock as determined under the warrants. These warrants may be called for redemption in whole and not in part, at a price of $ 0.01 24.00 five 116,376 11.50 As of March 15, 2018, holders of Andina warrants exchanged their existing 4,310,000 4,310,000 2,155,000 11.50 five years 2,000,000 0.01 24.00 2,155,000 155,000 Additionally, warrants to purchase 2,522,458 We had the following activity related to shares 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 (554,037 ) $ 11.50 Warrants outstanding December 31, 2022 2,865,068 $ 11.50 The table above excludes perpetual non-redeemable prefunded warrants to purchase 300,357 0.01 We determined the following fair values for the outstanding warrants recorded as liabilities at December 31: SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES December 31, 2022 December 31, 2021 PIPE Warrants $ 742 $ 13,603 Private Warrants 164 1,690 Total warrant liabilities $ 906 $ 15,293 2018 Long-Term Incentive Equity Plan On March 15, 2018, we adopted the 2018 Long-Term Incentive Equity Plan (the “2018 Plan”). The 2018 Plan reserves up to 13 8.75 18 600,000 510,000 715,444 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 (68,753 ) $ 15.21 Exercised (220,457 ) $ 10.97 Options outstanding at December 31, 2022 1,052,093 $ 12.34 2.26 $ (427 ) Options vested at December 31, 2022 413,158 $ 11.64 2.24 $ 126 Awards with Market Conditions The expense recorded for awards with market conditions was ($0.13) ($0.34) 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 five year three year 2.9 During the year ended December 31, 2022, stock options to purchase 54,631 The options have an exercise price of $30.00 or $14.55 five year one year 0.45 million was determined using the Black-Scholes option pricing model. The fair values of the 2022 and 2021 options was based on the following range of assumptions: 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 $ 1.6 0.53 million for the years ended December 31, 2022 and December 31, 2021, respectively, which is included in operating expenses in the consolidated statements of operations. As of December 31, 2022, total unrecorded compensation cost related to non-vested awards was $ 2.4 2.37 4.28 The intrinsic value of stock options exercised was $ 1.6 29.4 0.12 million and $ 1.1 |
FAIR VALUE MEASURES
FAIR VALUE MEASURES | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASURES | NOTE 17 – FAIR VALUE MEASURES Warrant Liabilities: The PIPE Warrants are considered a Level 1 measurement, because they are similar to the Public Warrants which trade under the symbol LAZYW and thus have observable market prices which were used to estimate the fair value adjustments for the PIPE Warrants liabilities. The Private Warrants are considered a Level 3 measurement and were valued using a Black-Scholes Valuation Model to estimate the fair value adjustments for the Private Warrants liabilities. SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 December 31, 2022 December 31, 2021 Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 742 $ 742 $ - $ - $ 13,603 $ 13,603 $ - $ - Private Warrants 164 - - 164 1,690 - - 1,690 Total $ 906 $ 742 $ - $ 164 $ 15,293 $ 13,603 $ - $ 1,690 Level 3 Disclosures We utilize a Black Scholes option-pricing model to value the Private Warrants at each reporting period and transaction date, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in the pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. We estimate the volatility of our 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 we anticipate to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2022 December 31, 2021 Stock Price $ 11.94 $ 21.54 Strike Price $ 11.50 $ 11.50 Expected life 0.20 1.20 Volatility 36.1 % 57.4 % Risk Free rate 4.24 % 0.46 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 0.53 $ 5.45 The following table presents changes in Level 1 and Level 3 liabilities measured at fair value for the years ended December 31, 2022 and 2021: SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE December 31, 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 (2,087 ) - (7,208 ) - Measurement adjustment (10,774 ) (1,526 ) 7,095 310 Balance at December 31, 2022 $ 742 $ 164 $ 13,603 $ 1,690 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS On February 15, 2023 , we consummated the acquisition contemplated by our asset purchase agreement with Hohl-Findlay, LLC (“Findlay”). The purchase price consisted solely of cash paid to Findlay. As part of the acquisition, we acquired the inventory of Findlay and has added the inventory to the M&T Floor Plan Line of Credit (as defined below). On February 21, 2023, LDRV Holdings Corp. (“the Company”), Lazydays RV America, LLC, Lazydays RV Discount, LLC and Lazydays Mile HI RV, LLC (collectively with certain other subsidiary entities, the “Borrowers”) entered into a Second Amended and Restated Credit Agreement, (the “New Credit Agreement”), with Manufacturers and Traders Trust Company (“M&T”), as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties. The New Credit Agreement amends and restates in its entirety that certain Amended and Restated Credit Agreement dated July 14, 2021, (as amended prior to the date hereof, the “Prior Credit Agreement”), among the Borrowers, M&T, as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties thereto. The New Credit Agreement, among other things, amends the Prior Credit Agreement primarily to: (i) increase the capacity under the Floor Plan Line of Credit to up to $ 525 million 50 million |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements for the years ended December 31, 2022 and 2021 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 the subsidiaries as described in Exhibit 21.1 (collectively, the “Company”, “Lazydays” or “Successor”). All significant inter-company accounts and transactions have been eliminated in consolidation. |
Segments | Segments We operate one |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of the net assets acquired in business combinations, goodwill and other intangible assets, provision for charge-backs, LIFO adjustments, the allowance for doubtful accounts and fair value of warrant liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with our banks. There are no cash equivalents as of December 31, 2022 and 2021. |
Revenue Recognition | Revenue Recognition The core principle of revenue recognition is that an entity recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We apply a five-step model for revenue measurement and recognition. Revenues are recognized when control of the promised goods or services is transferred to customers at the expected amount we are entitled to for such goods and services. Taxes collected on revenue producing transactions are excluded from revenue in the consolidated statements of operations. Revenue from the sale of vehicle contracts is recognized at a point in time on delivery, transfer of title and completion of financing arrangements. Revenue from the sale of parts, accessories, and related service is recognized as services and parts are delivered or as a customer approves elements of the completion of service. Revenue from the sale of parts, accessories, and related service is recognized in other revenue in the accompanying consolidated statements of operations. We receive commissions from the sale of insurance and vehicle service contracts to customers. In addition, we arrange financing for customers through various financial institutions and receive commissions. We may be charged back (“charge-backs”) for financing fees, insurance or vehicle service contract commissions in the event of early termination of the contracts by our customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicle and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The estimates for future chargebacks require judgment by management, and as a result, there is an element of risk associated with these revenue streams. We recognized finance and insurance revenues, less the addition to the charge-back allowance, which is included in other revenue as follows: SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES For the year ended For the year ended December 31, 2022 December 31, 2021 Gross finance and insurance revenues $ 82,226 $ 80,364 Additions to charge-back allowance (6,744 ) (7,717 ) Net Finance Revenue $ 75,482 $ 72,647 We have an accrual for charge-backs which totaled $ 8.2 |
Receivables | Receivables We sell to customers and arrange third-party financing, as is customary in the industry. These financing arrangements result in receivables from financial institutions. Interest is not normally charged on receivables. Management establishes an allowance for doubtful accounts based on our historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. |
Inventories | Inventories Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such pre-owned vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $ 20.8 8.4 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Improvements and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease. Useful lives range from 2 39 2 12 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill, trade names and trademarks are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of the Company’s aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. When testing goodwill for impairment, the Company may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than the carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all our reporting units and perform a detailed quantitative test of impairment (Step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis, (Step 2) to measure such impairment. At September 30, 2022, the Company performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting units is less than their carrying amounts. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made that it is more likely than not that the fair value of the reporting units exceeded their carrying values and no impairments were identified at December 31, 2022. Our manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives are 8 15 |
Vendor Allowances | Vendor Allowances As a component of our consolidated procurement program, we frequently enter into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of costs of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures is deemed to be probable and reasonably estimable. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate the carrying value of long-lived assets whenever events or changes in circumstances indicate that intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying amount of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes there have been no changes in events or circumstances that would indicate an impairment of long-lived assets existed as of December 31, 2022 and 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial instruments approximate fair value as of December 31, 2022 and 2021 because of the relatively short maturities of these instruments. The carrying amount of our bank debt approximates fair value as of December 31, 2022 and 2021 because the debt bears interest at a rate that approximates the current market rate at which we could borrow funds with similar maturities. |
Cumulative Redeemable Convertible Preferred Stock | Cumulative Redeemable Convertible Preferred Stock Our Series A Preferred Stock (See Note 15 – Preferred Stock) is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the relative fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Series A Preferred Stock until a cash dividend payment is declared by the Board of Directors. |
Stock Based Compensation | Stock Based Compensation We account for stock-based compensation for employees and directors in accordance with ASC 718, Compensation. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite or derived service period. In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from financing 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 We compute 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. We are required, in periods in which we have 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 our Series A Preferred Stock have the right to receive dividends or dividend equivalents should we declare dividends on our 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 we have a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used, because the preferred stock does not participate in losses. The following table summarizes net income attributable to common stockholders used in the calculation of basic and diluted loss per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS Year ended Year ended December 31, 2022 December 31, 2021 (Dollars in thousands - except share and per share amounts) Distributed earning allocated to common stock $ - $ - Undistributed earnings allocated to common stock 40,618 50,474 Net earnings allocated to common stock 40,618 50,474 Net earnings allocated to participating securities 20,974 26,746 Net earnings allocated to common stock and participating securities $ 61,592 $ 77,220 Weighted average shares outstanding for basic earnings per common share computation 11,400,945 11,102,298 Dilutive effect of pre-funded warrants 300,357 300,357 Weighted average shares outstanding for diluted earnings per share computation 11,701,302 11,402,655 Basic income per common share $ 3.47 $ 4.43 Diluted income per common share $ 2.42 $ 3.93 During the years ended December 31, 2022 and 2021, respectively, the denominator of the basic EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE Year ended Year ended December 31, 2022 December 31, 2021 Weighted average outstanding common shares 11,400,945 11,102,298 Weighted average prefunded warrants 300,357 300,357 Weighted shares outstanding - basic $ 11,701,302 $ 11,402,655 During the years ended December 31, 2022 and 2021, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE Year ended Year ended December 31, 2022 December 31, 2021 Weighted average outstanding common shares 11,400,945 11,102,298 Weighted average prefunded warrants 300,357 300,357 Weighted average warrants (equity) 534,137 891,465 Weighted average warrants (liabilities) 237,518 - Weighted average options 324,839 558,198 Weighted shares outstanding - diluted 12,797,796 12,852,318 For the years ended December 31, 2022 and 2021, respectively, the following common stock equivalent shares were excluded from the computation of the diluted income per share, since their inclusion would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Year ended Year ended December 31, 2022 December 31, 2021 Warrants (liabilities) - 645,458 Stock options 245,032 245,000 Restricted stock units 72,459 - Shares issuable under the Employee Stock Purchase Plan 4,517 6,625 Share equivalents excluded from EPS 322,008 897,083 |
Advertising Costs | Advertising Costs Advertising and promotion costs are charged to operations in the period incurred. Advertising and promotion costs totaled $ 30.6 22.1 |
Income Taxes | Income Taxes We account for income taxes under ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in our financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on our financial condition, results of operations or cash flows. We do not expect any significant changes in our unrecognized tax benefits within twelve months of the reporting date. Our policy is to classify assessments, if any, for tax related interest and penalties as income tax expense in the consolidated statements of operations. |
Vendor Concentrations | Vendor Concentrations We purchase our new RVs and replacement parts from various manufacturers. During the year ended December 31, 2022, Thor Industries, Inc., Winnebago Industries, Inc, and Forest River, Inc. accounted for 49.1 29.1 18.3 46.4 30.6 18.9 We are subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if we are in material breach of the agreement terms. |
Geographic Concentrations | Geographic Concentrations Revenues generated by customers of the Florida locations, the Colorado locations, the Arizona locations, and the Tennessee locations which generate greater than 10% of revenues, were as follows: SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE For the year ended For the year ended December 31, 2022 December 31, 2021 Florida 44 % 48 % Tennessee 14 % 14 % Colorado < 10 % 11 % Arizona < 10 % 11 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather and other changes in these regions. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on the previously reported net income. |
Lease Recognition | Lease Recognition At inception of a contract, we determine whether an arrangement is or contains a lease. For all leases, we determine the classification as either operating or financing. Operating lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments under the lease. Lease recognition occurs at the commencement date and lease liability amounts are based on the present value of lease payments over the lease term. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Because most of our leases do not provide information to determine an implicit interest rate, we use our incremental borrowing rate in determining the present value of lease payments. Operating lease assets also include any lease payments made prior to the commencement date and exclude lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with both lease and non-lease components, which are generally accounted for together as a single lease component. Leases that are determined to be finance leases are recorded as financing liabilities. See Note 8. – Financing Liabilities. |
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. We are currently evaluating the impact that this new standard will have on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently evaluating the impact that this new standard will have on our consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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. We adopted ASU 2020-04 on January 1, 2022 and the adoption did not materially impact our condensed consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES | SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES For the year ended For the year ended December 31, 2022 December 31, 2021 Gross finance and insurance revenues $ 82,226 $ 80,364 Additions to charge-back allowance (6,744 ) (7,717 ) Net Finance Revenue $ 75,482 $ 72,647 |
SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS | The following table summarizes net income attributable to common stockholders used in the calculation of basic and diluted loss per common share: SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS Year ended Year ended December 31, 2022 December 31, 2021 (Dollars in thousands - except share and per share amounts) Distributed earning allocated to common stock $ - $ - Undistributed earnings allocated to common stock 40,618 50,474 Net earnings allocated to common stock 40,618 50,474 Net earnings allocated to participating securities 20,974 26,746 Net earnings allocated to common stock and participating securities $ 61,592 $ 77,220 Weighted average shares outstanding for basic earnings per common share computation 11,400,945 11,102,298 Dilutive effect of pre-funded warrants 300,357 300,357 Weighted average shares outstanding for diluted earnings per share computation 11,701,302 11,402,655 Basic income per common share $ 3.47 $ 4.43 Diluted income per common share $ 2.42 $ 3.93 |
SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE | During the years ended December 31, 2022 and 2021, respectively, the denominator of the basic EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE Year ended Year ended December 31, 2022 December 31, 2021 Weighted average outstanding common shares 11,400,945 11,102,298 Weighted average prefunded warrants 300,357 300,357 Weighted shares outstanding - basic $ 11,701,302 $ 11,402,655 |
SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE | During the years ended December 31, 2022 and 2021, respectively, the denominator of the dilutive EPS was calculated as follows: SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE Year ended Year ended December 31, 2022 December 31, 2021 Weighted average outstanding common shares 11,400,945 11,102,298 Weighted average prefunded warrants 300,357 300,357 Weighted average warrants (equity) 534,137 891,465 Weighted average warrants (liabilities) 237,518 - Weighted average options 324,839 558,198 Weighted shares outstanding - diluted 12,797,796 12,852,318 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | For the years ended December 31, 2022 and 2021, respectively, the following common stock equivalent shares were excluded from the computation of the diluted income per share, since their inclusion would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Year ended Year ended December 31, 2022 December 31, 2021 Warrants (liabilities) - 645,458 Stock options 245,032 245,000 Restricted stock units 72,459 - Shares issuable under the Employee Stock Purchase Plan 4,517 6,625 Share equivalents excluded from EPS 322,008 897,083 |
SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE | Revenues generated by customers of the Florida locations, the Colorado locations, the Arizona locations, and the Tennessee locations which generate greater than 10% of revenues, were as follows: SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE For the year ended For the year ended December 31, 2022 December 31, 2021 Florida 44 % 48 % Tennessee 14 % 14 % Colorado < 10 % 11 % Arizona < 10 % 11 % |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 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 BYRV Other Total 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 our allocation of the purchase price to the identifiable intangible assets acquired as of the date of the closing as of December 31, 2022 and December 31, 2021, respectively. The allocation is final for the 2021 acquisitions and preliminary for the 2022 acquisition. 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, 2022 and 2021, respectively. SCHEDULE OF PRO FORMA FINANCIAL INFORMATION For the year ended For the year ended December 31, 2022 December 31, 2021 Revenue $ 1,346,439 $ 1,388,089 Income before income taxes $ 85,998 $ 126,889 Net income $ 66,726 $ 95,072 |
RECEIVABLES, NET (Tables)
RECEIVABLES, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF RECEIVABLES | Receivables consist of the following: SCHEDULE OF RECEIVABLES As of As of December 31, 2022 December 31, 2021 Contracts in transit and vehicle receivables $ 15,442 $ 24,182 Manufacturer receivables 8,760 4,105 Finance and other receivables 1,327 2,773 Receivables, gross 25,529 31,060 Less: Allowance for doubtful accounts (476 ) (456 ) Receivables, net $ 25,053 $ 30,604 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES As of As of December 31, 2022 December 31, 2021 New recreational vehicles $ 342,415 $ 177,744 Pre-owned recreational vehicles 50,457 66,013 Parts, accessories and other 6,831 7,586 Inventories, gross 399,703 251,343 Less: excess of current cost over LIFO (20,822 ) (8,437 ) Total $ 378,881 $ 242,906 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of As of December 31, 2022 December 31, 2021 Land $ 41,286 $ 31,910 Building and improvements including leasehold improvements 113,596 94,720 Furniture and equipment 17,503 12,874 Company vehicles 1,691 1,333 Construction in progress 20,190 5,786 Property and equipment, gross 194,266 146,623 Less: Accumulated depreciation and amortization (35,275 ) (25,875 ) Property and equipment, net $ 158,991 $ 120,748 |
SCHEDULE OF DEPRECIATION AND AMORTIZATION | Depreciation and amortization expense is set forth in the table below: SCHEDULE OF DEPRECIATION AND AMORTIZATION As of As of December 31, 2022 December 31, 2021 Depreciation $ 9,480 $ 8,386 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CHANGES IN GOODWILL | The following is a summary of changes in our goodwill for the years ended December 31, 2022 and 2021: SCHEDULE OF CHANGES IN GOODWILL Balance as of December 31, 2020 45,095 Acquisitions 34,873 Measurement period adjustments 350 Balance as of December 31, 2021 $ 80,318 Acquisitions 4,692 Measurement period adjustments (1,550 ) Balance as of December 31, 2022 $ 83,460 |
SCHEDULE OF INTANGIBLE ASSETS AND ACCUMULATED AMORTIZATION | Intangible assets and the related accumulated amortization are summarized as follows: SCHEDULE OF INTANGIBLE ASSETS AND ACCUMULATED AMORTIZATION As of December 31, 2022 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 65,400 $ 20,346 $ 45,054 $ 64,500 $ 14,008 $ 50,492 Customer relationships 10,395 3,993 6,402 10,155 3,102 7,053 Non-Compete agreements 230 121 109 230 75 155 76,025 24,460 51,565 74,885 17,185 57,700 Non-amortizable intangible assets: Trade names and trademarks 30,100 - 30,100 30,100 - 30,100 $ 106,125 $ 24,460 $ 81,665 $ 104,985 $ 17,185 $ 87,800 |
SCHEDULE OF AMORTIZATION EXPENSE | Amortization expense is set forth in the table below: SCHEDULE OF AMORTIZATION EXPENSE As of As of December 31, 2022 December 31, 2021 Amortization $ 7,278 $ 6,025 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION | Estimated future amortization expense is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION Years ending 2023 $ 7,332 2024 7,332 2025 7,264 2026 6,585 2027 6,274 Thereafter 16,778 Finite lived intangible assets, net $ 51,565 |
FINANCING LIABILITY (Tables)
FINANCING LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
SCHEDULE OF FINANCING LIABILITY | The financing liabilities, net of debt discount, is summarized as follows: SCHEDULE OF FINANCING LIABILITY As of As of December 31, 2022 December 31, 2021 Financing liability $ 92,160 $ 104,638 Debt discount (109 ) (202 ) Financing liability, net of debt discount 92,051 104,436 Less: current portion 2,281 1,970 Financing liability, non-current portion $ 89,770 $ 102,466 |
SCHEDULE OF FUTURE MINIMUM PAYMENTS | The future minimum payments required by the arrangements are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS Total Years ending December 31, Principal Interest Payment 2023 $ 2,281 $ 5,911 $ 8,192 2024 2,735 5,970 8,705 2025 3,082 5,778 8,860 2026 3,452 5,562 9,014 2027 3,859 5,320 9,179 Thereafter 60,860 34,355 95,215 Future minimum payments due $ 76,269 $ 62,896 $ 139,165 |
ACCOUNTS PAYABLE, ACCRUED EXP_2
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 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 $ 10,843 $ 28,356 Other accrued expenses 4,509 5,064 Customer deposits 6,000 8,511 Accrued compensation 6,910 8,564 Accrued charge-backs 8,218 8,243 Accrued interest 2,238 261 Total $ 38,718 $ 58,999 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of lease liabilities as of December 31, 2022 were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Maturity Date Operating Leases 2023 $ 6,247 2024 5,422 2025 4,505 2026 3,268 2027 3,235 Thereafter 10,309 Total lease payments 32,986 Less: Imputed interest 5,157 Present value of lease liabilities $ 27,829 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | The following presents supplemental cash flow information related to leases during 2022 and 2021: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Year ended Year ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases $ 6,556 $ 5,309 ROU assets obtained in exchange for lease liabilities: Operating leases $ 886 $ 20,659 Finance lease 24 $ 24 $ 910 $ 20,683 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF FLOOR PLAN NOTES PAYABLE | The M&T Floor Plan Line of Credit consists of the following as of December 31, 2022 and 2021: SCHEDULE OF FLOOR PLAN NOTES PAYABLE As of December 31, 2022 As of December 31, 2021 Floor plan notes payable, gross $ 349,117 $ 192,868 Debt discount (382 ) (648 ) Floor plan notes payable, net of debt discount $ 348,735 $ 192,220 |
SCHEDULE OF LONG TERM DEBT | Long-term debt consists of the following as of December 31, 2022 and 2021: SCHEDULE OF LONG TERM DEBT As of December 31, 2022 As of December 31, 2021 Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Gross Principal Amount Debt Discount Total Debt, Net of Debt Discount Term loan and Mortgage $ 12,587 $ (49 ) $ 12,538 $ 15,793 $ (93 ) $ 15,700 Paycheck Protection Program Loans - - - 819 - 819 Acquisition notes payable (See Note 3) 1,200 - 1,200 2,675 - 2,675 Total long-term debt 13,787 (49 ) 13,738 19,287 (93 ) 19,194 Less: current portion 3,607 - 3,607 5,510 - 5,510 Long term debt, non-current $ 10,180 $ (49 ) $ 10,131 $ 13,777 $ (93 ) $ 13,684 |
SCHEDULE OF MATURITIES OF LONG-TERM DEBT | Future maturities of long-term debt are as follows: SCHEDULE OF MATURITIES OF LONG-TERM DEBT Years ending December 31, 2023 3,576 2024 9,762 2025 400 Total $ 13,738 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | The components of our income tax expense are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE Year ended Year ended December 31, 2022 December 31, 2021 Current: Federal $ 13,389 $ 23,867 State 3,922 5,804 Current: Income tax expense 17,311 29,671 Deferred: Federal 1,651 (1,161 ) State 221 (268 ) Deferred: Income tax expense 1,872 (1,429 ) Income tax expense $ 19,183 $ 28,242 |
SCHEDULE OF INCOME TAXES CALCULATED USING STATUTORY FEDERAL INCOME TAX RATE | A reconciliation of income taxes calculated using the statutory federal income tax rate (21% in 2022 and 2021) to our income tax expense is as follows: SCHEDULE OF INCOME TAXES CALCULATED USING STATUTORY FEDERAL INCOME TAX RATE Year Ended Year Ended December 31, 2022 December 31, 2021 Amount % Amount % Income taxes at statutory rate $ 17,971 21.0 % $ 23,155 21.0 % Non-deductible expense 55 0.1 % 40 0.0 % State income taxes, net of federal tax effect 3,329 3.8 % 4,352 4.0 % PPP loan forgiveness - 0.0 % (1,391 ) -1.3 % Stock-based compensation and officer compensation 450 0.6 % (430 ) -0.4 % Change in fair value of warrant liabilities (2,615 ) -3.0 % 2,511 2.3 % Other credits and changes in estimate (7 ) -0.1 % 5 0.0 % Income tax expense $ 19,183 22.4 % $ 28,242 25.6 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred tax assets and liabilities were as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES As of As of December 31, 2022 December 31, 2021 Deferred tax assets: Accounts receivable $ 167 $ 116 Accrued charge-backs 2,093 2,093 Other accrued liabilities 639 1,258 Goodwill - - Financing liability 16,448 16,871 Transaction costs - - Stock based compensation 406 596 Other, net 139 164 Deferred tax assets, Total 19,892 21,098 Deferred tax liabilities: Prepaid expenses (649 ) (303 ) Goodwill (1,908 ) (857 ) Inventories (6,873 ) (6,303 ) Property and equipment (14,747 ) (14,782 ) Intangible assets (11,251 ) (12,516 ) Deferred tax liabilities, Total (35,428 ) (34,761 ) Net deferred tax (liabilities)/assets $ (15,536 ) $ (13,663 ) |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | We had the following activity related to shares 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 (554,037 ) $ 11.50 Warrants outstanding December 31, 2022 2,865,068 $ 11.50 |
SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES | We determined the following fair values for the outstanding warrants recorded as liabilities at December 31: SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES December 31, 2022 December 31, 2021 PIPE Warrants $ 742 $ 13,603 Private Warrants 164 1,690 Total warrant liabilities $ 906 $ 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 (68,753 ) $ 15.21 Exercised (220,457 ) $ 10.97 Options outstanding at December 31, 2022 1,052,093 $ 12.34 2.26 $ (427 ) Options vested at December 31, 2022 413,158 $ 11.64 2.24 $ 126 |
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 % |
FAIR VALUE MEASURES (Tables)
FAIR VALUE MEASURES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES | SCHEDULE OF FAIR VALUE ADJUSTMENTS FOR PRIVATE WARRANTS LIABILITIES Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 December 31, 2022 December 31, 2021 Carrying Amount Level 1 Level 2 Level 3 Carrying Amount Level 1 Level 2 Level 3 PIPE Warrants $ 742 $ 742 $ - $ - $ 13,603 $ 13,603 $ - $ - Private Warrants 164 - - 164 1,690 - - 1,690 Total $ 906 $ 742 $ - $ 164 $ 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 December 31, 2022 December 31, 2021 Stock Price $ 11.94 $ 21.54 Strike Price $ 11.50 $ 11.50 Expected life 0.20 1.20 Volatility 36.1 % 57.4 % Risk Free rate 4.24 % 0.46 % Dividend yield 0.00 % 0.00 % Fair value of warrants $ 0.53 $ 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 years ended December 31, 2022 and 2021: SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE December 31, 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 (2,087 ) - (7,208 ) - Measurement adjustment (10,774 ) (1,526 ) 7,095 310 Balance at December 31, 2022 $ 742 $ 164 $ 13,603 $ 1,690 |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity date of incorporation | Jul. 01, 2015 |
SCHEDULE OF REVENUE RECOGNIZED
SCHEDULE OF REVENUE RECOGNIZED OF FINANCE AND INSURANCE REVENUES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Net Finance Revenue | $ 1,326,961 | $ 1,235,048 |
Finance and Insurance [Member] | ||
Product Information [Line Items] | ||
Gross finance and insurance revenues | 82,226 | 80,364 |
Additions to charge-back allowance | (6,744) | (7,717) |
Net Finance Revenue | $ 75,482 | $ 72,647 |
SUMMARY OF NET INCOME (LOSS) AT
SUMMARY OF NET INCOME (LOSS) ATTRIBUTE TO COMMON STOCKHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Distributed earning allocated to common stock | ||
Undistributed earnings allocated to common stock | 40,618 | 50,474 |
Net earnings allocated to common stock | 40,618 | 50,474 |
Net earnings allocated to participating securities | 20,974 | 26,746 |
Net earnings allocated to common stock and participating securities | $ 61,592 | $ 77,220 |
Weighted average shares outstanding for basic earnings per common share computation | 11,400,945 | 11,102,298 |
Dilutive effect of pre-funded warrants | 300,357 | 300,357 |
Weighted average shares outstanding for diluted earnings per share computation | 11,701,302 | 11,402,655 |
Basic income per common share | $ 3.47 | $ 4.43 |
Diluted income per common share | $ 2.42 | $ 3.93 |
SCHEDULE OF DENOMINATOR OF BASI
SCHEDULE OF DENOMINATOR OF BASIC EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Weighted average outstanding common shares | 11,400,945 | 11,102,298 |
Weighted average prefunded warrants | 300,357 | 300,357 |
Weighted shares outstanding - basic | 11,701,302 | 11,402,655 |
SCHEDULE OF DENOMINATOR OF DILU
SCHEDULE OF DENOMINATOR OF DILUTIVE EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Weighted average outstanding common shares | 11,400,945 | 11,102,298 |
Weighted average prefunded warrants | 300,357 | 300,357 |
Weighted average warrants (equity) | 534,137 | 891,465 |
Weighted average warrants (liabilities) | 237,518 | |
Weighted average options | 324,839 | 558,198 |
Weighted shares outstanding - diluted | 12,797,796 | 12,852,318 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS | 322,008 | 897,083 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS | 645,458 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS | 245,032 | 245,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS | 72,459 | |
Employee Stock Purchase Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS | 4,517 | 6,625 |
SCHEDULE OF GEOGRAPHIC CONCENTR
SCHEDULE OF GEOGRAPHIC CONCENTRATION RISK PERCENTAGE (Details) - Revenue Benchmark [Member] - Geographic Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
FLORIDA | ||
Product Information [Line Items] | ||
Geographic concentration risk, percentage | 44% | 48% |
TENNESSEE | ||
Product Information [Line Items] | ||
Geographic concentration risk, percentage | 14% | 14% |
COLORADO | ||
Product Information [Line Items] | ||
Geographic concentration risk, percentage | 10% | 11% |
ARIZONA | ||
Product Information [Line Items] | ||
Geographic concentration risk, percentage | 10% | 11% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of reportable segment | Segment | 1 | |
Cash Equivalents, at Carrying Value | $ 0 | |
Accrued charge-backs | $ 8,200 | 8,200 |
LIFO inventories | 20,800 | 8,400 |
Advertising and promotion costs | $ 30,600 | $ 22,100 |
Thor Industries Inc [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk, percentage | 49.10% | 46.40% |
Winnebago Industries Inc [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk, percentage | 29.10% | 30.60% |
Forest River Inc [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk, percentage | 18.30% | 18.90% |
Minimum [Member] | Manufacturer and Customer Relationships [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 8 years | |
Maximum [Member] | Manufacturer and Customer Relationships [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 15 years | |
Building Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 2 years | |
Building Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 39 years | |
Vehicles and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 2 years | |
Vehicles and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 12 years |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Acquisition of Dealership [Member] - USD ($) $ in Thousands | Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Total consideration | $ 22,763 | $ 77,321 | |
Goodwill | 83,460 | 80,318 | $ 45,095 |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 1,346,439 | $ 1,388,089 |
Income before income taxes | 85,998 | 126,889 |
Net income | $ 66,726 | $ 95,072 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Goodwill, Purchase Accounting Adjustments | $ 1,600 | $ 350 |
Business acquisition, goodwill, expected tax deductible amount | 53,700 | |
2022 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 220 | |
Business Combination, Separately Recognized Transactions, Net Gains and Losses | $ 20 | |
2021 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 82,900 | |
Business Combination, Separately Recognized Transactions, Net Gains and Losses | $ 11,800 |
SCHEDULE OF RECEIVABLES (Detail
SCHEDULE OF RECEIVABLES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | ||
Receivables, gross | $ 25,529 | $ 31,060 |
Less: Allowance for doubtful accounts | (476) | (456) |
Receivables, net | 25,053 | 30,604 |
Contracts in Transit andVehicle Receivables [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Receivables, gross | 15,442 | 24,182 |
Manufacturer Receivables [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Receivables, gross | 8,760 | 4,105 |
Finance and Other Receivables [Member] | ||
Financing Receivable, Past Due [Line Items] | ||
Receivables, gross | $ 1,327 | $ 2,773 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventories, gross | $ 399,703 | $ 251,343 |
Less: excess of current cost over LIFO | (20,822) | (8,437) |
Total | 378,881 | 242,906 |
New Recreational Vehicles [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 342,415 | 177,744 |
Pre-owned Recreational Vehicles [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 50,457 | 66,013 |
Parts Accessories and Other [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | $ 6,831 | $ 7,586 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 194,266 | $ 146,623 |
Less: Accumulated depreciation and amortization | (35,275) | (25,875) |
Property and equipment, net | 158,991 | 120,748 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 41,286 | 31,910 |
Building And improvements including Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 113,596 | 94,720 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,503 | 12,874 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,691 | 1,333 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 20,190 | $ 5,786 |
SCHEDULE OF DEPRECIATION AND AM
SCHEDULE OF DEPRECIATION AND AMORTIZATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 9,480 | $ 8,386 |
SCHEDULE OF CHANGES IN GOODWILL
SCHEDULE OF CHANGES IN GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 80,318 | $ 45,095 |
Acquisitions | 4,692 | 34,873 |
Measurement period adjustments | 1,600 | 350 |
Measurement period adjustments | (1,550) | |
Ending balance | $ 83,460 | $ 80,318 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND ACCUMULATED AMORTIZATION (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Net Asset Value | $ 81,665 | $ 87,800 |
Manufacturer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 65,400 | 64,500 |
Accumulated Amortization | 20,346 | 14,008 |
Net Asset Value | 45,054 | 50,492 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,395 | 10,155 |
Accumulated Amortization | 3,993 | 3,102 |
Net Asset Value | 6,402 | 7,053 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 230 | 230 |
Accumulated Amortization | 121 | 75 |
Net Asset Value | 109 | 155 |
Amortizable Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 76,025 | 74,885 |
Accumulated Amortization | 24,460 | 17,185 |
Net Asset Value | 51,565 | 57,700 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30,100 | 30,100 |
Accumulated Amortization | ||
Net Asset Value | 30,100 | 30,100 |
Non-amortizable Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 106,125 | 104,985 |
Accumulated Amortization | 24,460 | 17,185 |
Net Asset Value | $ 81,665 | $ 87,800 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 7,278 | $ 6,025 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 7,332 |
2024 | 7,332 |
2025 | 7,264 |
2026 | 6,585 |
2027 | 6,274 |
Thereafter | 16,778 |
Finite lived intangible assets, net | $ 51,565 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Weighted average remaining amortization period | 9 years 10 months 2 days |
SCHEDULE OF FINANCING LIABILITY
SCHEDULE OF FINANCING LIABILITY (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Financing liability | $ 92,160 | $ 104,638 |
Debt discount | (109) | (202) |
Financing liability, net of debt discount | 92,051 | 104,436 |
Less: current portion | 2,281 | 1,970 |
Financing liability, non-current portion | $ 89,770 | $ 102,466 |
SCHEDULE OF FUTURE MINIMUM PAYM
SCHEDULE OF FUTURE MINIMUM PAYMENTS (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |
2023 | $ 8,192 |
2024 | 8,705 |
2025 | 8,860 |
2026 | 9,014 |
2027 | 9,179 |
Thereafter | 95,215 |
Future minimum payments due | 139,165 |
Principal [Member] | |
Lessee, Lease, Description [Line Items] | |
2023 | 2,281 |
2024 | 2,735 |
2025 | 3,082 |
2026 | 3,452 |
2027 | 3,859 |
Thereafter | 60,860 |
Future minimum payments due | 76,269 |
Interest [Member] | |
Lessee, Lease, Description [Line Items] | |
2023 | 5,911 |
2024 | 5,970 |
2025 | 5,778 |
2026 | 5,562 |
2027 | 5,320 |
Thereafter | 34,355 |
Future minimum payments due | $ 62,896 |
FINANCING LIABILITY (Details Na
FINANCING LIABILITY (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Lease term | 20 years | ||
Lease renewal term | 10 years | ||
Repurchased for real estate | $ 24.5 | ||
Finance liability, interest paid | $ 7 | $ 5.5 | |
Finance liability, principal payments | 2.2 | $ 1.9 | |
Nashville and Elkhart Properties [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Finance liability, principal payments | $ 22 | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lease implied interest rate | 6.06% | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lease implied interest rate | 8% |
SCHEDULE OF ACCOUNTS PAYABLE, A
SCHEDULE OF ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 10,843 | $ 28,356 |
Other accrued expenses | 4,509 | 5,064 |
Customer deposits | 6,000 | 8,511 |
Accrued compensation | 6,910 | 8,564 |
Accrued charge-backs | 8,218 | 8,243 |
Accrued interest | 2,238 | 261 |
Total | $ 38,718 | $ 58,999 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 6,247 |
2024 | 5,422 |
2025 | 4,505 |
2026 | 3,268 |
2027 | 3,235 |
Thereafter | 10,309 |
Total lease payments | 32,986 |
Less: Imputed interest | 5,157 |
Present value of lease liabilities | $ 27,829 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Cash paid for amounts included in the measurement of lease liability: Operating cash flows for operating leases | $ 6,556 | $ 5,309 |
ROU assets obtained in exchange for lease liabilities: Operating leases | 886 | 20,659 |
ROU assets obtained in exchange for lease liabilities: Finance lease | 24 | 24 |
ROU assets obtained in exchange for lease liabilities | $ 910 | $ 20,683 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease term | 12 months | |
Operating lease term | 6 years 9 months 18 days | |
Weighted-average discount rate of operating leases | 5% | |
Operating lease cost | $ 6,556,000 | $ 5,309,000 |
Short term leases | $ 0 | |
Maximum [Member] | ||
Lease renewal terms | 20 years |
SCHEDULE OF FLOOR PLAN NOTES PA
SCHEDULE OF FLOOR PLAN NOTES PAYABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Floor plan notes payable, gross | $ 349,117 | $ 192,868 |
Debt discount | (382) | (648) |
Floor plan notes payable, net of debt discount | $ 348,735 | $ 192,220 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Gross Principal Amount, Total long-term debt | $ 13,787 | $ 19,287 |
Debt Discount, Total long-term debt | (49) | (93) |
Total Debt, Net of Debt Discount, Total long-term debt | 13,738 | 19,194 |
Gross Principal Amount, current portion | 3,607 | 5,510 |
Debt Discount, current portion | ||
Total Debt, Net of Debt Discount, current portion | 3,607 | 5,510 |
Gross Principal Amount, Long term debt, non-current | 10,180 | 13,777 |
Debt Discount, Long term debt, non-current | (49) | (93) |
Total Debt, Net of Debt Discount, Long term debt, non-current | 10,131 | 13,684 |
Term loan and Mortgage [Member] | ||
Short-Term Debt [Line Items] | ||
Gross Principal Amount, Total long-term debt | 12,587 | 15,793 |
Debt Discount, Total long-term debt | (49) | (93) |
Total Debt, Net of Debt Discount, Total long-term debt | 12,538 | 15,700 |
Paycheck Protection Program Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Gross Principal Amount, Total long-term debt | 819 | |
Debt Discount, Total long-term debt | ||
Total Debt, Net of Debt Discount, Total long-term debt | 819 | |
Acquisition Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Gross Principal Amount, Total long-term debt | 1,200 | 2,675 |
Debt Discount, Total long-term debt | ||
Total Debt, Net of Debt Discount, Total long-term debt | $ 1,200 | $ 2,675 |
SCHEDULE OF MATURITIES OF LONG-
SCHEDULE OF MATURITIES OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 3,576 | |
2024 | 9,762 | |
2025 | 400 | |
Total | $ 13,738 | $ 19,194 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 15, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 14, 2021 | |
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 13,787 | $ 19,287 | ||
Paycheck Protection Program Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument carrying amount | $ 819 | |||
Notes payable | 6,800 | |||
Loans forgiven | 6,600 | |||
Proceeds from issuance of debt | 2,000 | |||
Amended and Restated Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 369,100 | |||
Amended and Restated Credit Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | 11,300 | |||
Amended and Restated Credit Agreement [Member] | Mortgage Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | 5,800 | |||
Amended and Restated Credit Agreement [Member] | Interest Rate Floor [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | 327,000 | |||
M&T Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 200,000 | |||
Line of credit facility, expiration date | Mar. 15, 2021 | |||
Line of credit facility, extended expiration date | Sep. 15, 2021 | |||
M&T Facility [Member] | Mortgages [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 6,136 | |||
M&T Floor Plan Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | 175,000 | 327,000 | ||
Line of credits | $ 277,500 | |||
Line of credit rate description | The $327.0 million M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $90.0 million may be used to finance pre-owned vehicle inventory and $1.0 million 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% | |||
Interest expense | $ 8,600 | |||
M&T Floor Plan Line of Credit [Member] | Vehicles [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.475% | |||
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] | Permitted Company Vehicles [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 1,000 | |||
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 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 Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | 20,000 | |||
Repayments of loan monthly installments | $ 242 | |||
Debt instrument face amount | 11,300 | |||
Debt instrument, balloon payment | $ 2,600 | |||
Interest rate | 6.67% | |||
Debt instrument carrying amount | $ 7,200 | |||
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 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 Revolver [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 5,000 | $ 25,000 | ||
Line of credits | 0 | |||
Line of credit available borrowing capacity | $ 25,000 | |||
M&T Revolver [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit unused commitments percentage | 0.25% | |||
M&T Revolver [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit unused commitments percentage | 0.50% | |||
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% | |||
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% | |||
Revolving Credit Facility [Member] | Amended and Restated Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 25,000 | |||
New M & T Facility [Member] | Amended and Restated Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, extended expiration date | Jul. 14, 2024 | |||
Mortgage Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount of cash dividends | $ 9,700 | |||
Repayments of loan monthly installments | 30 | |||
Line of credits | $ 5,400 | |||
Interest rate | 6.64% | |||
Mortgage Loan Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of leverage ratio | 2.25% | |||
Mortgage Loan Facility [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of leverage ratio | 1.25% |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 13,389 | $ 23,867 |
State | 3,922 | 5,804 |
Current: Income tax expense | 17,311 | 29,671 |
Federal | 1,651 | (1,161) |
State | 221 | (268) |
Deferred: Income tax expense | 1,872 | (1,429) |
Income tax expense | $ 19,183 | $ 28,242 |
SCHEDULE OF INCOME TAXES CALCUL
SCHEDULE OF INCOME TAXES CALCULATED USING STATUTORY FEDERAL INCOME TAX RATE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income taxes at statutory rate | $ 17,971 | $ 23,155 |
Income taxes at statutory rate, Percentage | 21% | 21% |
Non-deductible expense | $ 55 | $ 40 |
Non-deductible expense, percentage | 0.10% | 0% |
State income taxes, net of federal tax effect | $ 3,329 | $ 4,352 |
State income taxes, net of federal tax effect, percentage | 3.80% | 4% |
PPP loan forgivenes | $ (1,391) | |
PPP loan forgiveness rate | 0% | (1.30%) |
Stock-based compensation and officer compensation | $ 450 | $ (430) |
Stock-based compensation and officer compensation, percentage | 0.60% | (0.40%) |
Change in fair value of warrant liabilties | $ (2,615) | $ 2,511 |
Change in fair value of warrant liabilties rate | (3.00%) | 2.30% |
Other credits and changes in estimate | $ (7) | $ 5 |
Other credits and changes in estimate, percentage | (0.10%) | 0% |
Income tax expense | $ 19,183 | $ 28,242 |
Income tax expense, percentage | 22.40% | 25.60% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Accounts receivable | $ 167 | $ 116 |
Accrued charge-backs | 2,093 | 2,093 |
Other accrued liabilities | 639 | 1,258 |
Goodwill | ||
Financing liability | 16,448 | 16,871 |
Transaction costs | ||
Stock based compensation | 406 | 596 |
Other, net | 139 | 164 |
Deferred tax assets, Total | 19,892 | 21,098 |
Prepaid expenses | (649) | (303) |
Goodwill | (1,908) | (857) |
Inventories | (6,873) | (6,303) |
Property and equipment | (14,747) | (14,782) |
Intangible assets | (11,251) | (12,516) |
Deferred tax liabilities, Total | (35,428) | (34,761) |
Net deferred tax (liabilities)/assets | $ (15,536) | $ (13,663) |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employer discretionary contribution amount | $ 1.7 | $ 1.5 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) | 12 Months Ended | |
Dec. 31, 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 | $ | $ 3,400,000 | |
Reduction in preferred stock | $ | 2,000,000 | |
Dividends payable | $ | $ 1,210,000 | $ 1,210,000 |
Measurement Input, Expected Term [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants fair value assumptions, term | 5 years | |
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] | ||
Warrants fair value assumptions, term | 5 years | |
Warrant to purchase common shares | shares | 178,882 | |
Warrant exercise price | $ 11.50 | |
Aggregate offering costs | $ | $ 3,000,000 | |
Placement Agent [Member] | Warrant [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Fair value of warrants | $ | $ 632,000 | |
Series A Preferred Stock One [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Weighted average price | $ 25 | |
Warrants fair value assumptions, 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 | $ | $ 94,800,000 | |
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 | $ | $ 60,000,000 | |
Preferred stock conversion price per share | $ 10.0625 | |
Preferred stock dividend rate percentage | 8% | |
Issue price of preferred stock | $ | $ 100,000 | |
Dividend rate description | Accrued and unpaid dividends, until paid in full in cash, will accrue at the then applicable Dividend Rate plus 2%. The Dividend Rate will be increased to 11% per annum, compounded quarterly, in the event that our 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 our senior indebtedness less unrestricted cash during the trailing twelve-month period ending at the end of such quarter is less than 2.25 times EBITDA | |
Private Placement [Member] | Series A Preferred Stock One [Member] | Board of Directors [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of preferred stock owned | shares | 500,000 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) | 12 Months Ended |
Dec. 31, 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 | (554,037) |
Weighted Average Exercise Price Exercised | $ / shares | $ 11.50 |
Shares Underlying Warrants, Outstanding, Ending balance | shares | 2,865,068 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 11.50 |
SCHEDULE OF FAIR VALUES FOR OUT
SCHEDULE OF FAIR VALUES FOR OUTSTANDING WARRANTS LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities | $ 906 | $ 15,293 |
PIPE Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities | 742 | 13,603 |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Total warrant liabilities | $ 164 | $ 1,690 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 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 | (68,753) |
Weighted Average Exercise Price, Cancelled or terminated | $ / shares | $ 15.21 |
Shares Underlying Options, Exercised | shares | (220,457) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 10.97 |
Shares Underlying Options, Outstanding, Ending balance | shares | 1,052,093 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 12.34 |
Weighted Average Remaining Contractual Life, Outstanding, Ending balance | 2 years 3 months 3 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | $ (427) |
Shares Underlying Options, Vested, Ending balance | shares | 413,158 |
Weighted Average Exercise Price, Vested, Ending balance | $ / shares | $ 11.64 |
Weighted Average Remaining Contractual Life, Vested, Ending balance | 2 years 2 months 26 days |
Aggregate Intrinsic Value, Vested, Ending balance | $ | $ 126 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF AWARDS (Details) | 12 Months Ended |
Dec. 31, 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 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Jun. 09, 2022 | May 20, 2019 | Mar. 15, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 15, 2022 | Sep. 13, 2021 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, voting rights | The holders of our common stock are entitled to one vote per share | ||||||
Preferred stock, voting rights | The holders of Series A Preferred Stock are entitled to the number of votes equal to the number of shares of common stock into which the holder’s shares are convertible | ||||||
Stock based compensation | $ 2,813 | $ 750 | |||||
Stock repurchased during the period, shares | 2,695,477 | 566,013 | |||||
Stock repurchased during the period, value | $ 44,500 | $ 12,000 | |||||
Stock repurchased during the period, per share | $ 16.51 | $ 21.23 | |||||
Stockholders equity approved | 510,000 | ||||||
Stock based compensation related to awards with market conditions | $ (130) | $ (340) | |||||
Number of shares options granted | 54,631 | ||||||
Stock based compensation related to awards with service conditions | $ 1,600 | 530 | |||||
Weighted average grant date fair value of awards issued | $ 4.28 | ||||||
Intrinsic value of stock options exercised | $ 1,600 | 29,400 | |||||
Current tax benefit related to stock-based awards | $ 120 | $ 1,100 | |||||
PIPE Investment [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants to purchase common stock | 2,522,458 | ||||||
Warrants Holders [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants to purchase common stock | 2,000,000 | ||||||
Placement Agent [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants to purchase common stock | 178,882 | ||||||
Warrant exercise price | $ 11.50 | ||||||
Warrant term | 5 years | ||||||
Employees and Board Members [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of shares options granted | 245,000 | ||||||
Stock option exercise price description | The options have an exercise price of $21.01, $22.41 or $23.11 | ||||||
Granted stock options term | 5 years | ||||||
Stock options vesting term | 4 years | ||||||
Fair value of the options issued | $ 2,900 | ||||||
Employees and Board Members [Member] | Remaining Options [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Granted stock options term | 5 years | ||||||
Stock options vesting term | 3 years | ||||||
Employees [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of shares options granted | 54,631 | ||||||
Stock option exercise price description | The options have an exercise price of $30.00 or $14.55 | ||||||
Granted stock options term | 5 years | ||||||
Stock options vesting term | 1 year | ||||||
Fair value of the options issued | $ 450 | ||||||
Non-Redeemable Pre-funded Warrants [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants to purchase common stock | 2,155,000 | ||||||
Warrant exercise price | $ 11.50 | ||||||
Warrant term | 5 years | ||||||
Warrants exchange | 4,310,000 | ||||||
Number of warrant exercisable on cashless basis | 155,000 | ||||||
Non-Redeemable Pre-funded Warrants [Member] | Placement Agent [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants to purchase common stock | 116,376 | ||||||
Warrant exercise price | $ 11.50 | ||||||
Warrant term | 5 years | ||||||
Common Stock [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of shares issued under ESPP | 66,885 | 97,606 | |||||
Warrant redemption price per share | $ 0.01 | ||||||
Common Stock [Member] | Exceeds Price Point [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock market price per share | 24 | ||||||
Common Stock [Member] | Warrants Holders [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrant redemption price per share | $ 0.01 | $ 0.01 | |||||
Common Stock [Member] | Non-Redeemable Pre-funded Warrants [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants to purchase common stock | 1,339,499 | ||||||
Warrant exercise price | $ 0.01 | ||||||
Common Stock [Member] | Non-Redeemable Pre-funded Warrants [Member] | Exceeds Price Point [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrant redemption price per share | $ 24 | ||||||
Common Stock [Member] | Warrant One [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants to purchase common stock | 1,630,927 | ||||||
Warrant exercise price | $ 11.50 | ||||||
Warrant term | 5 years | ||||||
Proceeds from issuance of warrants | $ 34,800 | ||||||
Payments for offering costs | $ 2,100 | ||||||
Warrants outstanding | 300,357 | ||||||
Common Stock [Member] | PIPE Investment [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of common stock shares sold | 2,653,984 | ||||||
Warrant [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants to purchase common stock | 300,357 | ||||||
Warrant exercise price | $ 0.01 | ||||||
Stock Options [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Compensation cost unrecognized | $ 2,400 | ||||||
Weighted average service period | 2 years 4 months 13 days | ||||||
Share Repurchase Program [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Numer of remaining shares authorized to be purchased, amount | $ 13,700 | ||||||
Share Repurchase Program [Member] | Maximum [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Numer of shares authorized to be purchased, amount | $ 50,000 | $ 25,000 | |||||
2019 Employee Stock Purchase Plan [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of common shares reserved for future issuance | 900,000 | 658,257 | |||||
Common stock purchase price, description | Participants in the plan may purchase shares of common stock at a purchase price which will not be less than the lesser of 85% of the fair value per share of the common on the first day of the purchase period or the last day of the purchase period | ||||||
Number of shares issued under ESPP | 66,885 | 97,606 | |||||
Stock based compensation | $ 280 | $ 350 | |||||
2018 Long-Term Incentive Equity Plan [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of common shares reserved for future issuance | 600,000 | 715,444 | |||||
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 906 | $ 15,293 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 742 | 13,603 |
Fair Value, Inputs, Level 2 [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 | 164 | 1,690 |
PIPE Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 742 | 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 | 742 | 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 | ||
Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 164 | 1,690 |
Private Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Private Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Private Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 164 | $ 1,690 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) | 12 Months Ended | |
Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input, term | 2 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 | $ 11.94 | $ 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 | 36.1 | 57.4 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value liabilities, measurement input | 4.24 | 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 | $ 0.53 | $ 5.45 |
SCHEDULE OF LIABILITIES MEASURE
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
PIPE Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value beginning | $ 13,603 | $ 13,716 |
Exercise or conversion | (2,087) | (7,208) |
Measurement adjustment | (10,774) | 7,095 |
Fair value ending | 742 | 13,603 |
Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fair value beginning | 1,690 | 1,380 |
Exercise or conversion | ||
Measurement adjustment | (1,526) | 310 |
Fair value ending | $ 164 | $ 1,690 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ in Millions | Feb. 28, 2023 USD ($) |
M&T Floor Plan Line of Credit [Member] | |
Subsequent Event [Line Items] | |
Line of credit | $ 525 |
Revolving Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Line of credit | $ 50 |