Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38424 | |
Entity Registrant Name | Lazydays Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4183498 | |
Entity Address, Address Line One | 4042 Park Oaks Blvd | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33610 | |
City Area Code | 813 | |
Local Phone Number | 246-4999 | |
Title of 12(b) Security | Common stock | |
Trading Symbol | LAZY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,028,037 | |
Entity Central Index Key | 0001721741 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 32,922 | $ 61,687 |
Receivables, net of allowance for doubtful accounts of $476 and $476 | 21,823 | 25,053 |
Inventories | 385,329 | 378,881 |
Income tax receivable | 8,533 | 7,912 |
Prepaid expenses and other | 3,888 | 3,316 |
Total current assets | 452,495 | 476,849 |
Property and equipment, net of accumulated depreciation of $43,148 and $35,275 | 247,752 | 158,991 |
Operating lease right-of-use assets | 27,813 | 26,984 |
Goodwill | 108,385 | 83,460 |
Intangible assets, net | 76,166 | 81,665 |
Other assets | 2,932 | 2,769 |
Total assets | 915,543 | 830,718 |
Current liabilities | ||
Accounts payable | 16,357 | 10,843 |
Accrued expenses and other current liabilities | 29,580 | 27,875 |
Dividends payable | 1,210 | 1,210 |
Floor plan notes payable, net of debt discount | 334,218 | 348,735 |
Income tax payable | 5 | 0 |
Financing liability, current portion | 2,379 | 2,281 |
Long-term debt, current portion | 1,106 | 3,607 |
Operating lease liability, current portion | 5,455 | 5,074 |
Total current liabilities | 390,310 | 399,625 |
Long-term liabilities | ||
Financing liability, non-current portion, net of debt discount | 92,073 | 89,770 |
Revolving line of credit | 45,000 | 0 |
Long term debt, non-current portion, net of debt discount | 28,513 | 10,131 |
Operating lease liability, non-current portion | 23,404 | 22,755 |
Deferred income tax liability | 15,420 | 15,536 |
Warrant liabilities | 0 | 906 |
Total liabilities | 594,720 | 538,723 |
Commitments and contingencies | ||
Series A convertible preferred stock; 600,000 shares, designated, issued, and outstanding and liquidation preference of $60,000 | 54,983 | 54,983 |
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; | 0 | 0 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 17,440,259 and 14,515,253 shares issued and 14,028,037 and 11,112,464 shares outstanding | 0 | 0 |
Additional paid-in capital | 162,067 | 130,828 |
Treasury stock, at cost, 3,412,222 and 3,402,789 shares | (57,128) | (57,019) |
Retained earnings | 160,901 | 163,203 |
Total stockholders’ equity | 265,840 | 237,012 |
Total liabilities and stockholders’ equity | $ 915,543 | $ 830,718 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 476 | $ 476 |
Accumulated depreciation | $ 43,148 | $ 35,275 |
Series A convertible preferred stock, shares designated (in shares) | 600,000 | 600,000 |
Series A convertible preferred stock, shares issued (in shares) | 600,000 | 600,000 |
Series A convertible preferred stock, shares outstanding (in shares) | 600,000 | 600,000 |
Series A convertible preferred stock, liquidation preference, value | $ 60,000 | $ 60,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 17,440,259 | 14,515,253 |
Common stock, shares outstanding (in shares) | 14,028,037 | 11,112,464 |
Treasury stock (in shares) | 3,412,222 | 3,402,789 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Revenue | $ 280,682 | $ 333,758 | $ 884,718 | $ 1,083,471 |
Cost applicable to revenues | ||||
Cost applicable to revenues | 226,241 | 258,194 | 698,662 | 810,474 |
Gross profit | 54,441 | 75,564 | 186,056 | 272,997 |
Depreciation and amortization | 4,602 | 4,202 | 13,464 | 12,338 |
Selling, general, and administrative expenses | 48,250 | 55,541 | 152,262 | 173,249 |
Income from operations | 1,589 | 15,821 | 20,330 | 87,410 |
Other income (expense) | ||||
Floor plan interest expense | (6,258) | (2,621) | (17,624) | (5,063) |
Other interest expense | (2,701) | (1,982) | (6,484) | (5,837) |
Change in fair value of warrant liabilities | 0 | (521) | 856 | 10,671 |
Gain (loss) on sale of property and equipment | (21) | 0 | (21) | 0 |
Total other (expense) income, net | (8,980) | (5,124) | (23,273) | (229) |
Income (loss) before income tax expense | (7,391) | 10,697 | (2,943) | 87,181 |
Income tax benefit (expense) | 1,805 | (3,032) | 642 | (19,388) |
Net income (loss) | (5,586) | 7,665 | (2,301) | 67,793 |
Dividends on Series A convertible preferred stock | (1,210) | (1,210) | (3,590) | (3,590) |
Net income (loss) and comprehensive income attributable to common stock and participating securities | (6,796) | 6,455 | (5,891) | 64,203 |
Net earnings allocated to common stock and participating securities | (6,796) | 6,455 | (5,891) | 64,203 |
Net income (loss) and comprehensive income attributable to common stock and participating securities | $ (6,796) | $ 6,455 | $ (5,891) | $ 64,203 |
EPS: | ||||
Basic (in dollars per share) | $ (0.48) | $ 0.38 | $ (0.44) | $ 3.57 |
Diluted (in dollars per share) | $ (0.48) | $ 0.35 | $ (0.49) | $ 2.39 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 14,263,367 | 11,132,317 | 13,470,219 | 11,930,649 |
Diluted (in shares) | 14,263,367 | 11,883,985 | 13,470,219 | 13,351,591 |
New vehicle retail | ||||
Revenue | ||||
Revenue | $ 172,898 | $ 203,456 | $ 532,397 | $ 640,078 |
Cost applicable to revenues | ||||
Cost applicable to revenues | 154,181 | 169,445 | 465,656 | 517,160 |
Pre-owned vehicle retail | ||||
Revenue | ||||
Revenue | 75,059 | 90,725 | 250,825 | 319,655 |
Cost applicable to revenues | ||||
Cost applicable to revenues | 59,693 | 70,469 | 199,646 | 242,379 |
Vehicle wholesale | ||||
Revenue | ||||
Revenue | 2,056 | 6,622 | 5,480 | 18,850 |
Cost applicable to revenues | ||||
Cost applicable to revenues | 2,026 | 6,813 | 5,432 | 19,226 |
Finance and insurance | ||||
Revenue | ||||
Revenue | 16,462 | 18,574 | 51,085 | 61,591 |
Cost applicable to revenues | ||||
Cost applicable to revenues | 569 | 676 | 2,072 | 2,216 |
Service, body and parts and other | ||||
Revenue | ||||
Revenue | 14,207 | 14,381 | 44,931 | 43,297 |
Cost applicable to revenues | ||||
Cost applicable to revenues | 7,109 | 6,887 | 21,807 | 21,263 |
LIFO | ||||
Cost applicable to revenues | ||||
Cost applicable to revenues | $ 2,663 | $ 3,904 | $ 4,049 | $ 8,230 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In capital | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2021 | 13,694,417 | ||||
Beginning balance, Treasury Stock (in shares) at Dec. 31, 2021 | 707,312 | ||||
Beginning balance at Dec. 31, 2021 | $ 206,126 | $ 0 | $ (12,515) | $ 121,831 | $ 96,810 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 523 | 523 | |||
Repurchase of treasury stock (in shares) | 1,086,797 | ||||
Repurchase of treasury stock | (19,175) | $ (19,175) | |||
Conversion of warrant, options and restricted stock units (in shares) | 148,765 | ||||
Conversion of warrant, options and restricted stock units | 1,867 | 1,867 | |||
Dividends on Series A preferred stock | (1,184) | (1,184) | |||
Net (loss) income | 28,284 | 28,284 | |||
Ending balance (in shares) at Mar. 31, 2022 | 13,843,182 | ||||
Ending balance, Treasury Stock (in shares) at Mar. 31, 2022 | 1,794,109 | ||||
Ending balance at Mar. 31, 2022 | 216,441 | $ 0 | $ (31,690) | 123,037 | 125,094 |
Beginning balance (in shares) at Dec. 31, 2021 | 13,694,417 | ||||
Beginning balance, Treasury Stock (in shares) at Dec. 31, 2021 | 707,312 | ||||
Beginning balance at Dec. 31, 2021 | 206,126 | $ 0 | $ (12,515) | 121,831 | 96,810 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | 67,793 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 13,924,792 | ||||
Ending balance, Treasury Stock (in shares) at Sep. 30, 2022 | 3,297,889 | ||||
Ending balance at Sep. 30, 2022 | 232,126 | $ 0 | $ (55,734) | 123,257 | 164,603 |
Beginning balance (in shares) at Mar. 31, 2022 | 13,843,182 | ||||
Beginning balance, Treasury Stock (in shares) at Mar. 31, 2022 | 1,794,109 | ||||
Beginning balance at Mar. 31, 2022 | 216,441 | $ 0 | $ (31,690) | 123,037 | 125,094 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 729 | 729 | |||
Repurchase of treasury stock (in shares) | 1,166,609 | ||||
Repurchase of treasury stock | (18,991) | $ (18,991) | |||
Conversion of warrant, options and restricted stock units (in shares) | 31,750 | ||||
Conversion of warrant, options and restricted stock units | 354 | 354 | |||
Dividends on Series A preferred stock | (1,197) | (1,197) | |||
Net (loss) income | 31,844 | 31,844 | |||
Shares issued pursuant to the Employee Stock Purchase Plan (in shares) | 39,860 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | 602 | 602 | |||
Ending balance (in shares) at Jun. 30, 2022 | 13,914,792 | ||||
Ending balance, Treasury Stock (in shares) at Jun. 30, 2022 | 2,960,718 | ||||
Ending balance at Jun. 30, 2022 | 229,782 | $ 0 | $ (50,681) | 123,525 | 156,938 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 831 | 831 | |||
Repurchase of treasury stock (in shares) | 337,171 | ||||
Repurchase of treasury stock | (5,053) | $ (5,053) | |||
Conversion of warrant, options and restricted stock units (in shares) | 10,000 | ||||
Conversion of warrant, options and restricted stock units | 111 | 111 | |||
Dividends on Series A preferred stock | (1,210) | (1,210) | |||
Net (loss) income | 7,665 | 7,665 | |||
Shares issued pursuant to the Employee Stock Purchase Plan | 0 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 13,924,792 | ||||
Ending balance, Treasury Stock (in shares) at Sep. 30, 2022 | 3,297,889 | ||||
Ending balance at Sep. 30, 2022 | $ 232,126 | $ 0 | $ (55,734) | 123,257 | 164,603 |
Beginning balance (in shares) at Dec. 31, 2022 | 11,112,464 | 14,515,253 | |||
Beginning balance, Treasury Stock (in shares) at Dec. 31, 2022 | 3,402,789 | 3,402,789 | |||
Beginning balance at Dec. 31, 2022 | $ 237,012 | $ 0 | $ (57,019) | 130,828 | 163,203 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 797 | 797 | |||
Repurchase of treasury stock (in shares) | 9,433 | ||||
Repurchase of treasury stock | (109) | $ (109) | |||
Conversion of warrant, options and restricted stock units (in shares) | 2,739,975 | ||||
Conversion of warrant, options and restricted stock units | 31,238 | 31,238 | |||
Disgorgement of short-swing profits | 622 | 622 | |||
Dividends on Series A preferred stock | (1,184) | (1,184) | |||
Net (loss) income | (276) | (276) | |||
Ending balance (in shares) at Mar. 31, 2023 | 17,255,228 | ||||
Ending balance, Treasury Stock (in shares) at Mar. 31, 2023 | 3,412,222 | ||||
Ending balance at Mar. 31, 2023 | $ 268,100 | $ 0 | $ (57,128) | 162,301 | 162,927 |
Beginning balance (in shares) at Dec. 31, 2022 | 11,112,464 | 14,515,253 | |||
Beginning balance, Treasury Stock (in shares) at Dec. 31, 2022 | 3,402,789 | 3,402,789 | |||
Beginning balance at Dec. 31, 2022 | $ 237,012 | $ 0 | $ (57,019) | 130,828 | 163,203 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | $ (2,301) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 14,028,037 | 17,440,259 | |||
Ending balance, Treasury Stock (in shares) at Sep. 30, 2023 | 3,412,222 | 3,412,222 | |||
Ending balance at Sep. 30, 2023 | $ 265,840 | $ 0 | $ (57,128) | 162,067 | 160,901 |
Beginning balance (in shares) at Mar. 31, 2023 | 17,255,228 | ||||
Beginning balance, Treasury Stock (in shares) at Mar. 31, 2023 | 3,412,222 | ||||
Beginning balance at Mar. 31, 2023 | 268,100 | $ 0 | $ (57,128) | 162,301 | 162,927 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 842 | 842 | |||
Repurchase of treasury stock | 0 | ||||
Conversion of warrant, options and restricted stock units (in shares) | 45,989 | ||||
Conversion of warrant, options and restricted stock units | 0 | ||||
Dividends on Series A preferred stock | (1,197) | (1,197) | |||
Net (loss) income | 3,560 | 3,560 | |||
Shares issued pursuant to the Employee Stock Purchase Plan (in shares) | 27,266 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | 265 | 265 | |||
Ending balance (in shares) at Jun. 30, 2023 | 17,328,483 | ||||
Ending balance, Treasury Stock (in shares) at Jun. 30, 2023 | 3,412,222 | ||||
Ending balance at Jun. 30, 2023 | 271,570 | $ 0 | $ (57,128) | 162,211 | 166,487 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 428 | 428 | |||
Repurchase of treasury stock | 0 | ||||
Conversion of warrant, options and restricted stock units (in shares) | 111,776 | ||||
Conversion of warrant, options and restricted stock units | 638 | 638 | |||
Dividends on Series A preferred stock | (1,210) | (1,210) | |||
Net (loss) income | (5,586) | (5,586) | |||
Shares issued pursuant to the Employee Stock Purchase Plan | $ 0 | ||||
Ending balance (in shares) at Sep. 30, 2023 | 14,028,037 | 17,440,259 | |||
Ending balance, Treasury Stock (in shares) at Sep. 30, 2023 | 3,412,222 | 3,412,222 | |||
Ending balance at Sep. 30, 2023 | $ 265,840 | $ 0 | $ (57,128) | $ 162,067 | $ 160,901 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ (2,301,000) | $ 67,793,000 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Stock based compensation | 2,067,000 | 2,083,000 |
Bad debt expense | 9,000 | 76,000 |
Depreciation of property and equipment | 7,992,000 | 6,893,000 |
Amortization of intangible assets | 5,501,000 | 5,445,000 |
Amortization of debt discount | 327,000 | 248,000 |
Non-cash lease expense | 201,000 | 131,000 |
Loss (gain) on sale of property and equipment | 21,000 | 0 |
Loss (gain) on sale of property and equipment | (18,000) | |
Deferred income taxes | (116,000) | 0 |
Change in fair value of warrant liabilities | (856,000) | (10,671,000) |
Impairment charges | 629,000 | 0 |
Changes in operating assets and liabilities (net of acquisitions): | ||
Receivables | 3,221,000 | 5,884,000 |
Inventories | 18,427,000 | (68,046,000) |
Prepaid expenses and other | (1,196,000) | (1,027,000) |
Income tax receivable/payable | (621,000) | (4,584,000) |
Other assets | (169,000) | (591,000) |
Accounts payable | 5,511,000 | (5,590,000) |
Accrued expenses and other current liabilities | 1,787,000 | (5,534,000) |
Total Adjustments | 42,735,000 | (75,301,000) |
Net Cash Provided By (Used In) Operating Activities | 40,434,000 | (7,508,000) |
Cash Flows From Investing Activities | ||
Cash paid for acquisitions | (72,064,000) | (14,694,000) |
Proceeds from sales of property and equipment | 0 | 19,000 |
Purchases of property and equipment | (74,432,000) | (23,508,000) |
Net Cash Used In Investing Activities | (146,496,000) | (38,183,000) |
Cash Flows From Financing Activities | ||
Net (repayments) borrowings under M&T bank floor plan | (13,967,000) | 89,835,000 |
Borrowings under revolving line of credit | 45,000,000 | 0 |
Principal payments on long-term debt and finance liabilities | (14,662,000) | (3,608,000) |
Proceeds from issuance of long-term debt and finance liabilities | 33,085,000 | 6,745,000 |
Payment of dividends on Series A preferred stock | (3,590,000) | (3,604,000) |
Repurchase of Treasury Stock | (109,000) | (43,219,000) |
Proceeds from shares issued pursuant to the Employee Stock Purchase Plan | 425,000 | 602,000 |
Proceeds from exercise of warrants | 30,543,000 | 513,000 |
Proceeds from exercise of stock options | 1,019,000 | 1,819,000 |
Disgorgement of short-swing profits | 622,000 | 0 |
Tax benefit related to stock-based awards | 0 | 67,000 |
Repayments of acquisition notes payable | 0 | (805,000) |
Loan issuance costs | (1,069,000) | 0 |
Net Cash Provided By Financing Activities | 77,297,000 | 48,345,000 |
Net (Decrease) Increase In Cash | (28,765,000) | 2,654,000 |
Cash - Beginning | 61,687,000 | 98,120,000 |
Cash - Ending | 32,922,000 | 100,774,000 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 7,402,000 | 10,481,000 |
Cash paid during the period for income taxes net of refunds received | $ 221,000 | $ 23,920,000 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Lazydays RV Center, Inc., the operating subsidiary of Lazydays Holdings, Inc., operates recreational vehicle (“RV”) dealerships in twenty-one locations, including two in the state of Florida, three in the state of Colorado, two in the state of Arizona, three in the state of Tennessee, two in the state of Minnesota, one in the state of Indiana, one in the state of Oregon, one in the state of Washington, one in the state of Wisconsin, one in the state of Oklahoma, one in the state of Nevada, one in Ohio, one in Texas and one in the state of Iowa. When used in these notes, unless otherwise indicated or the context suggests otherwise, references to “the Company”, “our Company”, “Lazydays RV Center, Inc.”, “Lazydays RV”, “we”, “us”, or “our” refer to Lazydays Holdings, Inc. and its wholly-owned 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 warranty providers. We also offer our customers ancillary services such as overnight campground and restaurant facilities. |
BASIS OF PRESENTATION AND CRITI
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES | BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES Basis of Presentation These Unaudited Condensed Consolidated Financial Statements contain unaudited information as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022. The unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America (“U.S.”) for annual financial statements are not included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the information when read in conjunction with our 2022 audited Consolidated Financial Statements and the related notes thereto. The financial information as of December 31, 2022 is derived from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The Condensed Consolidated Financial Statements include the accounts of Lazydays Holdings, Inc. and Lazydays RV Center, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Critical Accounting Policies Our critical accounting policies have not materially changed during the nine months ended September 30, 2023 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022. 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. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of ASU 2021-08 on January 1, 2023 did not have any effect on our Unaudited Condensed Consolidated Financial Statements. Not Yet Adopted 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. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS During the nine months ended September 30, 2023, we completed the following acquisitions (the “2023 Acquisitions”): • February 15, 2023 - Findlay RV ( “ Findlay ” ) in Las Vegas, Nevada (the “ Findlay Acquisition ” ) • July 24, 2023 - Buddy Gregg RVs & Motor Homes in Knoxville, Tennessee (the “ Buddy Gregg Acquisition ” ) • August 7, 2023 - Century RV in Longmont, Colorado (the “Century Acquisition ” ) Revenue and income from operations contributed by the 2023 Acquisitions subsequent to the date of acquisition were as follows: (In thousands) Three months ended September 30, 2023 Nine months ended September 30, 2023 Revenue $ 10,164 $ 17,912 Income from operations 30 330 The following tables summarize the consideration paid and the preliminary purchase price allocation for identified assets acquired and liabilities assumed as of the acquisition dates: (In thousands) Total Total Consideration 72,064 (In thousands) Total Inventories 25,065 Prepaid expenses and other 5 Property and equipment 22,341 Goodwill 24,734 Other assets 1 Total assets acquired 72,146 Accounts payable 2 Accrued expenses and other current liabilities 80 Total liabilities assumed 82 Net assets acquired $ 72,064 We accounted for the 2023 Acquisitions as a business combination, which requires us to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The preliminary fair values of the assets acquired and liabilities assumed, which are presented in the table above, and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as information compiled by management. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. Goodwill represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed. The primary items that generated the goodwill are the value of the synergies between us and the acquired businesses and the growth and operational improvements that drive profitability growth, neither of which qualify for recognition as a separately identified intangible ass et. We expect substantially all of the goodwill related to the 2023 Acquisitions completed in 2023 to be deductible for federal income tax purposes. See Note 6 - Goodwill and Intangible Assets for additional information regarding Goodwill. The following unaudited pro forma financial information presents consolidated information as though the acquisitions of Dave's Claremore RV, Inc., Findlay, Buddy Gregg, and Century had been consummated on January 1, 2022: Three months ended September 30, Nine months ended September 30, (In thousands) 2023 2022 2023 2022 Revenue $ 280,563 $ 353,578 $ 893,916 $ 1,132,833 Income before income taxes $ (7,108) $ 11,978 $ (2,542) $ 89,669 Net (loss) income $ (6,298) $ 8,677 $ (2,937) $ 69,758 These amounts have been adjusted to eliminate business combination expenses, the incremental depreciation and amortization associated with the preliminary purchase price allocation as well as the income taxes for the previously un-taxed acquired entities to determine pro forma net (loss) income. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
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 as trade-ins, the cost is the fair value of such pre-owned vehicles at the time of the trade-in. Other inventory includes parts and accessories, as well as retail travel and leisure specialty merchandise, and is recorded at the lower of cost or net realizable value with cost determined by LIFO method. Inventories consisted of the following: (In thousands) As of September 30, 2023 As of December 31, 2022 New recreational vehicles $ 314,296 $ 342,415 Pre-owned recreational vehicles 87,348 50,457 Parts, accessories and other 8,558 6,831 410,202 399,703 Less: excess of current cost over LIFO (24,873) (20,822) Total $ 385,329 $ 378,881 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill We perform an annual review for the potential impairment of the carrying value of goodwill in the third quarter as of September 30th, or more frequently if events or circumstances indicate a possible impairment. For purposes of evaluating goodwill for impairment, we have one reporting unit. In evaluating goodwill for impairment, we may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount. If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of the reporting unit is less than its carrying value, then we perform a quantitative impairment test by comparing the fair value of the reporting unit with its carrying amount. Qualitative factors that we consider include, for example, macroeconomic and industry conditions, overall financial performance, and other relevant entity-specific events. If the qualitative assessment is not conclusive, then a quantitative impairment analysis for goodwill is performed at the reporting unit level. We may also choose to perform this quantitative impairment analysis instead of the qualitative analysis. The quantitative impairment analysis compares the fair value of the reporting unit, determined using the income, to its recorded amount. If the recorded amount exceeds the fair value, then a goodwill impairment charge is recorded for the difference up to the recorded amount of goodwill. We performed a quantitative assessment as of September 30th that supported a conclusion that the fair value exceeded our carrying value. We calculate the estimated fair value of the reporting unit using a weighting of the income approach. For the income approach, we use internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. We base these assumptions on our historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and our expectations. During the third quarter of 2023, we conducted our annual goodwill impairment test and did not record any impairment charges. The estimated fair value of our reporting unit exceeded the carrying amount at the date of their most recent estimated fair value determination. We are changing our annual assessment date to October 1 beginning in 2023, and therefore, will be performing another annual assessment in the fourth quarter. The changes in the carrying amount of goodwill were as follows (in thousands): Balance as of December 31, 2021 $ 80,318 Additions through acquisitions 4,692 Measurement period adjustments related to prior acquisitions (1,550) Balance as of December 31, 2022 83,460 Additions through acquisitions 24,743 Measurement period adjustments related to prior acquisitions 182 Balance as of September 30, 2023 $ 108,385 Intangible Assets Detail of Intangible assets was as follows: September 30, 2023 December 31, 2022 (In thousands) Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 65,400 $ 25,136 $ 40,264 $ 65,400 $ 20,346 $ 45,054 Customer relationships 10,395 4,668 5,727 10,395 3,993 6,402 Non-compete agreements 230 155 75 230 121 109 76,025 29,959 46,066 76,025 24,460 51,565 Non-amortizable intangible assets: Trade names and trademarks 30,100 — 30,100 30,100 — 30,100 $ 106,125 $ 29,959 $ 76,166 $ 106,125 $ 24,460 $ 81,665 Amortization expense related to Intangible assets was as follows: Three months ended September 30, Nine months ended September 30, (In thousands) 2023 2022 2023 2022 Amortization expense $ 1,834 $ 1,830 $ 5,501 $ 5,445 Future amortization of amortizable intangible assets is as follows: (In thousands) Remainder of 2023 $ 1,833 2024 7,332 2025 7,264 2026 6,585 2027 6,274 Thereafter 16,778 Total $ 46,066 |
ASSET IMPAIRMENT
ASSET IMPAIRMENT | 9 Months Ended |
Sep. 30, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET IMPAIRMENT | ASSET IMPAIRMENTIn the first quarter of 2023, we recorded an asset impairment charge totaling $0.6 million as a component of Selling, general and administrative expenses related to capitalized software for an IT project that we decided not to utilize. $0.5 million had been recorded in Prepaid and other assets on our Condensed Consolidated Balance Sheets at December 31, 2022. The remainder was recorded in Selling, general and administrative expenses during the first quarter of 2023. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Lessee, Operating Lease, Description [Abstract] | |
LEASES | LEASES We lease property, equipment and billboards throughout the U.S. primarily under operating leases. The related right-of-use (“ROU”) assets for these operating leases are included in operating lease right-of-use assets. Leases with lease terms of 12 months or less are expensed on a straight-line basis over the lease term and are not recorded in the Unaudited Condensed Consolidated Balance Sheets. Most leases include one or more options to renew, with renewal terms that can extend the lease term up to 50 years (some leases include multiple renewal periods). The exercise of lease renewal options is at our sole discretion. In addition, some of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements neither contain any residual value guarantees nor impose any significant restrictions or covenants. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT M&T Financing Agreement On February 21, 2023, we amended our $369 million Senior Secured Credit Facility with M&T Bank. The material provisions of the amendment were to (i) increase the capacity under the Floor Plan Line of Credit to up to $525.0 million from $327.0 million and increase the capacity under the Revolving Credit Facility to up to $50.0 million from $25.0 million; (ii) remove the mortgage loan facility (“Mortgage Loan Facility”) and M&T term loan facility (the “M&T Term Loan Facility”); (iii) extend the term of the M&T floor plan line of credit (the “Floor Plan Line of Credit”) and the revolving credit facility (the “Revolving Credit Facility”) to February 21, 2027; (iv) lower interest rates on the Floor Plan Line of Credit and the Revolving Credit Facility; and (v) remove certain guarantors. In the first quarter of 2023, at the time of the amendment, we paid off the $5.4 million outstanding on the Mortgage Loan Facility and the $6.7 million outstanding on the Term Loan Facility. At September 30, 2023, there was $319.4 million outstanding on the Floor Plan Line of Credit at an interest rate of 7.48% and $45.0 million outstanding on the Revolving Credit Facility at an interest rate of 7.84%. We were in compliance with all financial and restrictive covenants at September 30, 2023. The Floor Plan Line of Credit bears interest at: (a) 30-day SOFR plus an applicable margin of 1.90% to 2.05% based on the total net leverage ratio (as defined in the new M&T Facility) or (b) the Base Rate plus a margin of 0.90% to 1.05% based on the total net leverage ratio (as defined in the new M&T Facility). Base Rate means, for any day, the fluctuating rate per annum equal to the highest of: (a) the Prime Rate for such day, (b) the Federal Funds Rate in effect on such day plus 50 Basis Points, and (c) the one-month Adjusted Term SOFR Rate, determined on a daily basis, plus 100 Basis Points. The Floor Plan Line of Credit is also subject to an annual unused commitment fee at 0.15% of the average daily unused portion of the Floor Plan. The M&T Revolving Credit facility bears interest at: (a) 30-day SOFR plus an applicable margin of 2.15% to 2.90% based on the total net leverage ratio (as defined in the new M&T Facility) or (b) the Base Rate plus a margin of 1.15% to 1.90% based on the total net leverage ratio (as defined in the new M&T Facility). Base Rate means, for any day, the fluctuating rate per annum equal to the highest of: (a) the Prime Rate for such day, (b) the Federal Funds Rate in effect on such day plus 50 Basis Points, and (c) the one-month Adjusted Term SOFR Rate, determined on a daily basis, plus 100 Basis Points. The Revolving Credit facility is also subject to a quarterly unused commitment fee at 0.15% of the average daily unused portion of the Credit facility. Long-Term Debt On July 18, 2023, we entered into a Term Loan Agreement which is secured by certain real estate assets at our Murfreesboro location (“Murfreesboro Mortgage”). The proceeds received under this loan were $16.0 million and the loan bears interest at a fixed rate of 7.10% per annum. This term of the loan ends on July 18, 2033 and monthly principal payments are required at various amounts. On July 24, 2023, we entered into a Term Loan Agreement which is secured by certain real estate assets at our Knoxville location (“Knoxville Mortgage”) purchased as part of the Buddy Gregg acquisition. The proceeds received under this loan were $13.3 million and the loan bears interest at a fixed rate of 6.85%. This term of the loan ends on July 24, 2033 and monthly principal payments are required at various amounts. |
REVENUE AND CONCENTRATIONS
REVENUE AND CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND CONCENTRATIONS | REVENUE AND CONCENTRATIONS Revenue 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 Unaudited Condensed 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 Service, body and parts and other revenue in the Unaudited Condensed Consolidated Statements of Operations. Charge-Backs 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 have an accrual for charge-backs which totaled $8.4 million and $8.2 million at September 30, 2023 and December 31, 2022, respectively, and is included in Accrued expenses and other current liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. Revenue by State Revenues by state that generated 10% or more of revenues were as follows (unaudited): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Florida 33 % 35 % 41 % 43 % Tennessee 17 % 16 % 15 % 15 % These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic and weather conditions. Vendor Concentrations Vendors representing 10% or more of our total RV and replacement parts purchases were as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Thor Industries, Inc. 38.4 % 50.5 % 38.4 % 47.9 % Winnebago Industries, Inc. 36.8 % 28.0 % 34.6 % 30.9 % Forest River, Inc. 20.3 % 19.1 % 22.9 % 17.9 % 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’s terms. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
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 stockholders but does not require the presentation of basic and diluted EPS for securities other than common stock. The two-class method is required because our Series A convertible preferred stock (“Preferred Stock”) has the right to receive dividends or dividend equivalents should we declare dividends on our common stock as if such holder of the 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 contingently issuable share-based compensation awards that would have been outstanding 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 (loss) attributable to common stockholders used in the calculation of basic and diluted income per common share: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 (Dollars in thousands - except share and per share amounts) Distributed earnings allocated to common stock $ — $ — $ — $ — Net income (loss) attributable to common stock and participating securities used to calculate basic (loss) earnings per share (5,586) 4,184 (2,301) 42,619 Net earnings allocated to Series A convertible preferred stock (1,210) 2,271 (3,590) 21,584 Net earnings allocated to common stock and participating securities $ (6,796) $ 6,455 $ (5,891) $ 64,203 Weighted average shares outstanding 13,963,010 10,831,960 13,169,862 11,630,292 Dilutive effect of pre-funded warrants 300,357 300,357 300,357 300,357 Weighted average shares outstanding - basic 14,263,367 11,132,317 13,470,219 11,930,649 Weighted average common shares outstanding 13,963,010 10,831,960 13,169,862 11,630,292 Weighted average pre-funded warrants 300,357 300,357 300,357 300,357 Weighted average warrants (equity) — 434,727 — 611,612 Weighted average warrants (liabilities) — — — 425,210 Weighted average options — 316,941 — 384,120 Weighted average shares outstanding - diluted 14,263,367 11,883,985 13,470,219 13,351,591 Basic income (loss) per common share $ (0.48) $ 0.38 $ (0.44) $ 3.57 Diluted income (loss) per common share $ (0.48) $ 0.35 $ (0.49) $ 2.39 The following common stock equivalent shares were excluded from the computation of the diluted income (loss) per share since their inclusion would have been anti-dilutive: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Warrants (liabilities) — 302,235 — — Stock options 193,651 245,032 193,651 245,032 Restricted stock units 415,489 88,605 415,489 45,361 Shares issuable under the Employee Stock Purchase Plan 27,266 25,418 27,266 25,418 Share equivalents excluded from diluted EPS 636,406 661,290 636,406 315,811 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Obligations See Note 8 - Leases for additional information regarding leases. Legal Matters We are 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 matters could have a material adverse effect on our business, results of operations, financial condition or cash flows. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK Our Preferred Stock is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the fair value of warrants issued in conjunction with the issuance of the Preferred Stock. Unpaid preferred dividends are accumulated, compounded at each quarterly dividend date and presented within the carrying value of the Preferred Stock until a dividend is declared by our Board of Directors. The Board declared a dividend payments on the Preferred Stock of approximately $1.2 million for each of the quarters in the nine-month period ended September 30, 2023. There was $1.2 million included in Dividends payable in the accompanying Unaudited Condensed Consolidated Balance Sheets at September 30, 2023 and was paid on October 2, 2023. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based compensation is included in Selling, general and administrative expense on our Unaudited Condensed Consolidated Statements of Operations and was as follows: Three months ended September 30, Nine months ended September 30, (In thousands) 2023 2022 2023 2022 Stock-based compensation $ 428 $ 831 $ 2,067 $ 2,083 Unrecognized Stock-Based Compensation At September 30, 2023 the total unrecognized stock-based compensation was $0.1 thousand which is expected to be recognized over a weighted average period of 1.7 years. 2018 Long-Term Equity Incentive Plan Our 2018 Long-Term Equity Incentive Plan, as amended (the “2018 Plan”) provides for awards of options, stock appreciation rights, restricted stock, restricted stock units, warrants or other securities which may be convertible, exercisable or exchangeable for or into our common stock. As of September 30, 2023, there were 1,607,915 shares of common stock available to be issued under the 2018 Plan. Stock Options Stock option activity was as follows: Shares Underlying Weighted Average Exercise Price Per Share Weighted Average Remaining Aggregate Intrinsic Options outstanding at December 31, 2022 1,052,093 $ 12.34 2.26 $ (427) Granted 94,326 12.38 Cancelled or terminated (507,918) 14.38 Exercised (169,061) 8.07 Options outstanding at September 30, 2023 469,440 11.38 1.84 $ (1,776) Options vested at September 30, 2023 395,086 11.05 1.39 $ (1,364) Options vested as of September 30, 2023 and expected to vest after September 30, 2023 469,440 Restricted Stock Units Restricted stock unit activity was as follows: Number of Restricted Stock Units (1) Weighted-Average Grant Date Fair Value Outstanding at December 31, 2022 207,822 $ 14.98 Granted 322,113 12.44 Vested (81,855) 16.43 Forfeited (67,694) 12.27 Outstanding at September 30, 2023 380,386 12.99 (1) Includes inducement awards approved by the Compensation Committee of the Company’s Board of Directors. PIPE Warrants PIPE warrant activity was as follows: Shares Underlying Warrants Weighted Average Warrants outstanding December 31, 2022 2,865,068 $ 11.50 Cancelled or Expired (208,912) 11.50 Exercised (2,656,156) 11.50 Warrants outstanding September 30, 2023 — — Prefunded Warrants As of September 30, 2023, there were 300,357 perpetual non-redeemable prefunded warrants outstanding with an exercise price of $0.01 per share. There was no activity during the three and nine months ended September 30, 2023. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories: • Level 1 - quoted prices in active markets for identical securities; • Level 2 - other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment spreads, credit risk; and • Level 3 - significant unobservable inputs, including our own assumptions in determining fair value. We determined the carrying value of Cash, Receivables, Accounts payable and Accrued expenses and other current liabilities approximate their fair values due to the short-term nature of their terms. The floor plan notes payable under the Floor Plan Line of Credit and Revolving Credit Facility amounts reported in the accompanying Unaudited Condensed Consolidated Balance Sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates. There were no changes to our valuation techniques during the quarter ended September 30, 2023. See Note 9 - Debt for additional information regarding the mortgages. Asset Impairment See Note 7 - Asset Impairment for discussion of an asset impairment charge recorded in the quarter ended March 31, 2023. There were no impairment charges for the quarter ended September 30, 2023. PIPE Warrants All of our remaining PIPE warrants were exercised or expired in the first quarter of 2023. Our PIPE warrants were recorded at fair value at the end of each reporting period and transaction date with changes in fair value recorded on our Unaudited Condensed Consolidated Statements of Operations. The public PIPE warrants traded in active markets with sufficient trading volume to qualify as Level 1 financial instruments as they had observable market prices which were used to estimate the fair value. The private placement PIPE warrants were not traded in active markets, or were traded with insufficient volume and therefore represented Level 3 financial instruments that are valued using a Black-Scholes option-pricing model. The fair value of the PIPE warrant liability was as follows: December 31, 2022 (In thousands) Carrying Level 1 Level 2 Level 3 PIPE Warrants $ 742 $ 742 $ — $ — Private Warrants 164 — — 164 Total $ 906 $ 742 $ — $ 164 Level 3 Disclosures Changes in the Level 3 PIPE warrant liability were as follows: (In thousands) Nine months ended September 30, 2023 Balance at December 31, 2022 $ 164 Measurement adjustment (164) Balance at September 30, 2023 $ - |
BASIS OF PRESENTATION AND CRI_2
BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These Unaudited Condensed Consolidated Financial Statements contain unaudited information as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022. The unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America (“U.S.”) for annual financial statements are not included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the information when read in conjunction with our 2022 audited Consolidated Financial Statements and the related notes thereto. The financial information as of December 31, 2022 is derived from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. |
Principles of Consolidation | The Condensed Consolidated Financial Statements include the accounts of Lazydays Holdings, Inc. and Lazydays RV Center, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
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. |
New Accounting Pronouncements Adopted and Not Yet Adopted | Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of ASU 2021-08 on January 1, 2023 did not have any effect on our Unaudited Condensed Consolidated Financial Statements. Not Yet Adopted 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. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Pro Forma Financial Information | Revenue and income from operations contributed by the 2023 Acquisitions subsequent to the date of acquisition were as follows: (In thousands) Three months ended September 30, 2023 Nine months ended September 30, 2023 Revenue $ 10,164 $ 17,912 Income from operations 30 330 The following unaudited pro forma financial information presents consolidated information as though the acquisitions of Dave's Claremore RV, Inc., Findlay, Buddy Gregg, and Century had been consummated on January 1, 2022: Three months ended September 30, Nine months ended September 30, (In thousands) 2023 2022 2023 2022 Revenue $ 280,563 $ 353,578 $ 893,916 $ 1,132,833 Income before income taxes $ (7,108) $ 11,978 $ (2,542) $ 89,669 Net (loss) income $ (6,298) $ 8,677 $ (2,937) $ 69,758 |
Schedule of Consideration Paid and Preliminary Purchase Price Allocations | The following tables summarize the consideration paid and the preliminary purchase price allocation for identified assets acquired and liabilities assumed as of the acquisition dates: (In thousands) Total Total Consideration 72,064 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | (In thousands) Total Inventories 25,065 Prepaid expenses and other 5 Property and equipment 22,341 Goodwill 24,734 Other assets 1 Total assets acquired 72,146 Accounts payable 2 Accrued expenses and other current liabilities 80 Total liabilities assumed 82 Net assets acquired $ 72,064 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: (In thousands) As of September 30, 2023 As of December 31, 2022 New recreational vehicles $ 314,296 $ 342,415 Pre-owned recreational vehicles 87,348 50,457 Parts, accessories and other 8,558 6,831 410,202 399,703 Less: excess of current cost over LIFO (24,873) (20,822) Total $ 385,329 $ 378,881 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill were as follows (in thousands): Balance as of December 31, 2021 $ 80,318 Additions through acquisitions 4,692 Measurement period adjustments related to prior acquisitions (1,550) Balance as of December 31, 2022 83,460 Additions through acquisitions 24,743 Measurement period adjustments related to prior acquisitions 182 Balance as of September 30, 2023 $ 108,385 |
Schedule of Finite-Lived Intangible Assets | Detail of Intangible assets was as follows: September 30, 2023 December 31, 2022 (In thousands) Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 65,400 $ 25,136 $ 40,264 $ 65,400 $ 20,346 $ 45,054 Customer relationships 10,395 4,668 5,727 10,395 3,993 6,402 Non-compete agreements 230 155 75 230 121 109 76,025 29,959 46,066 76,025 24,460 51,565 Non-amortizable intangible assets: Trade names and trademarks 30,100 — 30,100 30,100 — 30,100 $ 106,125 $ 29,959 $ 76,166 $ 106,125 $ 24,460 $ 81,665 |
Schedule of Indefinite-Lived Intangible Assets | Detail of Intangible assets was as follows: September 30, 2023 December 31, 2022 (In thousands) Gross Carrying Amount Accumulated Amortization Net Asset Value Gross Carrying Amount Accumulated Amortization Net Asset Value Amortizable intangible assets: Manufacturer relationships $ 65,400 $ 25,136 $ 40,264 $ 65,400 $ 20,346 $ 45,054 Customer relationships 10,395 4,668 5,727 10,395 3,993 6,402 Non-compete agreements 230 155 75 230 121 109 76,025 29,959 46,066 76,025 24,460 51,565 Non-amortizable intangible assets: Trade names and trademarks 30,100 — 30,100 30,100 — 30,100 $ 106,125 $ 29,959 $ 76,166 $ 106,125 $ 24,460 $ 81,665 |
Schedule of Amortization Expense | Amortization expense related to Intangible assets was as follows: Three months ended September 30, Nine months ended September 30, (In thousands) 2023 2022 2023 2022 Amortization expense $ 1,834 $ 1,830 $ 5,501 $ 5,445 |
Schedule of Estimated Future Amortization Expense | Future amortization of amortizable intangible assets is as follows: (In thousands) Remainder of 2023 $ 1,833 2024 7,332 2025 7,264 2026 6,585 2027 6,274 Thereafter 16,778 Total $ 46,066 |
REVENUE AND CONCENTRATIONS (Tab
REVENUE AND CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Concentration Risk Percentages | Revenues by state that generated 10% or more of revenues were as follows (unaudited): Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Florida 33 % 35 % 41 % 43 % Tennessee 17 % 16 % 15 % 15 % Vendors representing 10% or more of our total RV and replacement parts purchases were as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Thor Industries, Inc. 38.4 % 50.5 % 38.4 % 47.9 % Winnebago Industries, Inc. 36.8 % 28.0 % 34.6 % 30.9 % Forest River, Inc. 20.3 % 19.1 % 22.9 % 17.9 % |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) Attribute To Common Stockholders | The following table summarizes net income (loss) attributable to common stockholders used in the calculation of basic and diluted income per common share: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 (Dollars in thousands - except share and per share amounts) Distributed earnings allocated to common stock $ — $ — $ — $ — Net income (loss) attributable to common stock and participating securities used to calculate basic (loss) earnings per share (5,586) 4,184 (2,301) 42,619 Net earnings allocated to Series A convertible preferred stock (1,210) 2,271 (3,590) 21,584 Net earnings allocated to common stock and participating securities $ (6,796) $ 6,455 $ (5,891) $ 64,203 Weighted average shares outstanding 13,963,010 10,831,960 13,169,862 11,630,292 Dilutive effect of pre-funded warrants 300,357 300,357 300,357 300,357 Weighted average shares outstanding - basic 14,263,367 11,132,317 13,470,219 11,930,649 Weighted average common shares outstanding 13,963,010 10,831,960 13,169,862 11,630,292 Weighted average pre-funded warrants 300,357 300,357 300,357 300,357 Weighted average warrants (equity) — 434,727 — 611,612 Weighted average warrants (liabilities) — — — 425,210 Weighted average options — 316,941 — 384,120 Weighted average shares outstanding - diluted 14,263,367 11,883,985 13,470,219 13,351,591 Basic income (loss) per common share $ (0.48) $ 0.38 $ (0.44) $ 3.57 Diluted income (loss) per common share $ (0.48) $ 0.35 $ (0.49) $ 2.39 |
Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share | The following common stock equivalent shares were excluded from the computation of the diluted income (loss) per share since their inclusion would have been anti-dilutive: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Warrants (liabilities) — 302,235 — — Stock options 193,651 245,032 193,651 245,032 Restricted stock units 415,489 88,605 415,489 45,361 Shares issuable under the Employee Stock Purchase Plan 27,266 25,418 27,266 25,418 Share equivalents excluded from diluted EPS 636,406 661,290 636,406 315,811 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation | Stock-based compensation is included in Selling, general and administrative expense on our Unaudited Condensed Consolidated Statements of Operations and was as follows: Three months ended September 30, Nine months ended September 30, (In thousands) 2023 2022 2023 2022 Stock-based compensation $ 428 $ 831 $ 2,067 $ 2,083 |
Schedule of Stock Option Activity | Stock option activity was as follows: Shares Underlying Weighted Average Exercise Price Per Share Weighted Average Remaining Aggregate Intrinsic Options outstanding at December 31, 2022 1,052,093 $ 12.34 2.26 $ (427) Granted 94,326 12.38 Cancelled or terminated (507,918) 14.38 Exercised (169,061) 8.07 Options outstanding at September 30, 2023 469,440 11.38 1.84 $ (1,776) Options vested at September 30, 2023 395,086 11.05 1.39 $ (1,364) Options vested as of September 30, 2023 and expected to vest after September 30, 2023 469,440 |
Schedule of Schedule of Restricted Stock Unit Activity | Restricted stock unit activity was as follows: Number of Restricted Stock Units (1) Weighted-Average Grant Date Fair Value Outstanding at December 31, 2022 207,822 $ 14.98 Granted 322,113 12.44 Vested (81,855) 16.43 Forfeited (67,694) 12.27 Outstanding at September 30, 2023 380,386 12.99 (1) Includes inducement awards approved by the Compensation Committee of the Company’s Board of Directors. |
Schedule of Warrants Activity | PIPE warrant activity was as follows: Shares Underlying Warrants Weighted Average Warrants outstanding December 31, 2022 2,865,068 $ 11.50 Cancelled or Expired (208,912) 11.50 Exercised (2,656,156) 11.50 Warrants outstanding September 30, 2023 — — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Adjustments Warrant Liabilities | The fair value of the PIPE warrant liability was as follows: December 31, 2022 (In thousands) Carrying Level 1 Level 2 Level 3 PIPE Warrants $ 742 $ 742 $ — $ — Private Warrants 164 — — 164 Total $ 906 $ 742 $ — $ 164 |
Schedule of Liabilities Measured at Fair Value | Changes in the Level 3 PIPE warrant liability were as follows: (In thousands) Nine months ended September 30, 2023 Balance at December 31, 2022 $ 164 Measurement adjustment (164) Balance at September 30, 2023 $ - |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details ) | Sep. 30, 2023 location |
Product Information [Line Items] | |
Number of locations | 21 |
Florida | |
Product Information [Line Items] | |
Number of locations | 2 |
Colorado | |
Product Information [Line Items] | |
Number of locations | 3 |
Arizona | |
Product Information [Line Items] | |
Number of locations | 2 |
Tennessee | |
Product Information [Line Items] | |
Number of locations | 3 |
Minnesota | |
Product Information [Line Items] | |
Number of locations | 2 |
Indiana | |
Product Information [Line Items] | |
Number of locations | 1 |
Oregon | |
Product Information [Line Items] | |
Number of locations | 1 |
Washington | |
Product Information [Line Items] | |
Number of locations | 1 |
Wisconsin | |
Product Information [Line Items] | |
Number of locations | 1 |
Oklahoma | |
Product Information [Line Items] | |
Number of locations | 1 |
Nevada | |
Product Information [Line Items] | |
Number of locations | 1 |
Ohio | |
Product Information [Line Items] | |
Number of locations | 1 |
Texas | |
Product Information [Line Items] | |
Number of locations | 1 |
Iowa | |
Product Information [Line Items] | |
Number of locations | 1 |
BUSINESS COMBINATIONS- Schedule
BUSINESS COMBINATIONS- Schedule of Revenue and Loss From Operations (Details) - 2023 Acquisitions - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Business Acquisition [Line Items] | ||
Revenue | $ 10,164 | $ 17,912 |
Income from operations | $ 30 | $ 330 |
BUSINESS COMBINATIONS- Schedu_2
BUSINESS COMBINATIONS- Schedule of Consideration Paid And Preliminary Purchase Price Allocations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Total Consideration | $ 72,064 |
BUSINESS COMBINATIONS- Schedu_3
BUSINESS COMBINATIONS- Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 108,385 | $ 83,460 | $ 80,318 |
Acquisition of Dealership | |||
Business Acquisition [Line Items] | |||
Inventories | 25,065 | ||
Prepaid expenses and other | 5 | ||
Property and equipment | 22,341 | ||
Goodwill | 24,734 | ||
Other assets | 1 | ||
Total assets acquired | 72,146 | ||
Accounts payable | 2 | ||
Accrued expenses and other current liabilities | 80 | ||
Total liabilities assumed | 82 | ||
Net assets acquired | $ 72,064 |
BUSINESS COMBINATIONS- Schedu_4
BUSINESS COMBINATIONS- Schedule of Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Revenue | $ 280,563 | $ 353,578 | $ 893,916 | $ 1,132,833 |
Income before income taxes | (7,108) | 11,978 | (2,542) | 89,669 |
Net (loss) income | $ (6,298) | $ 8,677 | $ (2,937) | $ 69,758 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Inventory, gross | $ 410,202 | $ 399,703 |
Less: excess of current cost over LIFO | (24,873) | (20,822) |
Total | 385,329 | 378,881 |
New recreational vehicles | ||
Inventory [Line Items] | ||
Inventory, gross | 314,296 | 342,415 |
Pre-owned recreational vehicles | ||
Inventory [Line Items] | ||
Inventory, gross | 87,348 | 50,457 |
Parts, accessories and other | ||
Inventory [Line Items] | ||
Inventory, gross | $ 8,558 | $ 6,831 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 83,460 | $ 80,318 |
Additions through acquisitions | 24,743 | 4,692 |
Measurement period adjustments related to prior acquisitions | 182 | (1,550) |
Goodwill, ending balance | $ 108,385 | $ 83,460 |
GOODWILL AND INTANGIBLE ASSETS-
GOODWILL AND INTANGIBLE ASSETS- Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Amortizable intangible assets: | ||
Gross Carrying Amount | $ 76,025 | $ 76,025 |
Accumulated Amortization | 29,959 | 24,460 |
Net Asset Value | 46,066 | 51,565 |
Non-amortizable intangible assets: | ||
Intangible assets, gross | 106,125 | 106,125 |
Intangible assets, net | 76,166 | 81,665 |
Trade names and trademarks | ||
Non-amortizable intangible assets: | ||
Carrying amount | 30,100 | 30,100 |
Manufacturer relationships | ||
Amortizable intangible assets: | ||
Gross Carrying Amount | 65,400 | 65,400 |
Accumulated Amortization | 25,136 | 20,346 |
Net Asset Value | 40,264 | 45,054 |
Customer relationships | ||
Amortizable intangible assets: | ||
Gross Carrying Amount | 10,395 | 10,395 |
Accumulated Amortization | 4,668 | 3,993 |
Net Asset Value | 5,727 | 6,402 |
Non-compete agreements | ||
Amortizable intangible assets: | ||
Gross Carrying Amount | 230 | 230 |
Accumulated Amortization | 155 | 121 |
Net Asset Value | $ 75 | $ 109 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS- Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1,834 | $ 1,830 | $ 5,501 | $ 5,445 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS- Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 1,833 | |
2024 | 7,332 | |
2025 | 7,264 | |
2026 | 6,585 | |
2027 | 6,274 | |
Thereafter | 16,778 | |
Net Asset Value | $ 46,066 | $ 51,565 |
ASSET IMPAIRMENT (Details)
ASSET IMPAIRMENT (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Impairment charges | $ 0.6 | |
Capitalized computer software | $ 0.5 |
LEASES (Details)
LEASES (Details) | 9 Months Ended |
Sep. 30, 2023 lease_renewal_option | |
Lessee, Lease, Description [Line Items] | |
Number of lease renewal options | 1 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, renewal term (in years) | 50 years |
DEBT (Details)
DEBT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jul. 24, 2023 | Jul. 18, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Feb. 21, 2023 | Feb. 20, 2023 | |
Mortgage Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 5,400,000 | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 6,700,000 | |||||
Term Loan Agreement | Murfreesboro | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from term loan | $ 16,000,000 | |||||
Interest at a fixed rate , per annum | 7.10% | |||||
Term Loan Agreement | Knoxville | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from term loan | $ 13,300,000 | |||||
Interest at a fixed rate , per annum | 6.85% | |||||
M&T Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 369,000,000 | |||||
M&T Floor Plan Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 525,000,000 | $ 327,000,000 | ||||
Long term line of credit | $ 319,400,000 | |||||
Line of credit facility, interest rate (as a percent) | 7.48% | |||||
Line of credit facility, commitment fee (as a percent) | 0.15% | |||||
M&T Floor Plan Line of Credit | Fed Funds Effective Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.50% | |||||
M&T Floor Plan Line of Credit | Adjusted Term SOFR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 1% | |||||
M&T Floor Plan Line of Credit | Minimum | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.90% | |||||
M&T Floor Plan Line of Credit | Minimum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.90% | |||||
M&T Floor Plan Line of Credit | Maximum | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 2.05% | |||||
M&T Floor Plan Line of Credit | Maximum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.05% | |||||
M&T Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | $ 25,000,000 | ||||
Long term line of credit | $ 45,000,000 | |||||
Line of credit facility, interest rate (as a percent) | 7.84% | |||||
Line of credit facility, commitment fee (as a percent) | 0.15% | |||||
M&T Revolving Credit Facility | Fed Funds Effective Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.50% | |||||
M&T Revolving Credit Facility | Adjusted Term SOFR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 1% | |||||
M&T Revolving Credit Facility | Minimum | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 2.15% | |||||
M&T Revolving Credit Facility | Minimum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.15% | |||||
M&T Revolving Credit Facility | Maximum | SOFR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 2.90% | |||||
M&T Revolving Credit Facility | Maximum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.90% |
REVENUE AND CONCENTRATIONS- Add
REVENUE AND CONCENTRATIONS- Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accrued charge-backs | $ 8.4 | $ 8.2 |
REVENUE AND CONCENTRATIONS- Sch
REVENUE AND CONCENTRATIONS- Schedules of Concentration Risk Percentages (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue Benchmark | Geographic Concentration Risk | Florida | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk (as a percent) | 33% | 35% | 41% | 43% |
Revenue Benchmark | Geographic Concentration Risk | Tennessee | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk (as a percent) | 17% | 16% | 15% | 15% |
Cost of Goods and Service | Supplier Concentration Risk | Thor Industries, Inc. | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk (as a percent) | 38.40% | 50.50% | 38.40% | 47.90% |
Cost of Goods and Service | Supplier Concentration Risk | Winnebago Industries, Inc. | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk (as a percent) | 36.80% | 28% | 34.60% | 30.90% |
Cost of Goods and Service | Supplier Concentration Risk | Forest River, Inc. | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk (as a percent) | 20.30% | 19.10% | 22.90% | 17.90% |
EARNINGS PER SHARE- Schedule of
EARNINGS PER SHARE- Schedule of Net Income (Loss) Attribute To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Distributed earnings allocated to common stock | $ 0 | $ 0 | $ 0 | $ 0 |
Net income (loss) attributable to common stock and participating securities used to calculate basic (loss) earnings per share | (5,586) | 4,184 | (2,301) | 42,619 |
Net earnings allocated to Series A convertible preferred stock | (1,210) | 2,271 | (3,590) | 21,584 |
Net earnings allocated to common stock and participating securities | $ (6,796) | $ 6,455 | $ (5,891) | $ 64,203 |
Weighted average shares outstanding (in shares) | 13,963,010 | 10,831,960 | 13,169,862 | 11,630,292 |
Dilutive effect of pre-funded warrants (in shares) | 300,357 | 300,357 | 300,357 | 300,357 |
Weighted average shares outstanding - basic (in shares) | 14,263,367 | 11,132,317 | 13,470,219 | 11,930,649 |
Weighted average pre-funded warrants (in shares) | 300,357 | 300,357 | 300,357 | 300,357 |
Weighted average warrants (equity) (in shares) | 0 | 434,727 | 0 | 611,612 |
Weighted average warrants (liabilities) (in shares) | 0 | 0 | 0 | 425,210 |
Weighted average options (in shares) | 0 | 316,941 | 0 | 384,120 |
Weighted average shares outstanding - diluted (in shares) | 14,263,367 | 11,883,985 | 13,470,219 | 13,351,591 |
Basic income (loss) per common share (in dollars per share) | $ (0.48) | $ 0.38 | $ (0.44) | $ 3.57 |
Diluted income (loss) per common share (in dollars per share) | $ (0.48) | $ 0.35 | $ (0.49) | $ 2.39 |
EARNINGS PER SHARE- Schedule _2
EARNINGS PER SHARE- Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS (in shares) | 636,406 | 661,290 | 636,406 | 315,811 |
Warrants (liabilities) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS (in shares) | 0 | 302,235 | 0 | 0 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS (in shares) | 193,651 | 245,032 | 193,651 | 245,032 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS (in shares) | 415,489 | 88,605 | 415,489 | 45,361 |
Shares issuable under the Employee Stock Purchase Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share equivalents excluded from EPS (in shares) | 27,266 | 25,418 | 27,266 | 25,418 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Dividends on series A convertible preferred stock | $ 1,210 | $ 1,210 | |
Dividends on series A convertible preferred stock declared | 1,200 | $ 1,200 | |
Preferred Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Dividends on series A convertible preferred stock | $ 1,200 |
STOCK-BASED COMPENSATION- Sched
STOCK-BASED COMPENSATION- Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock-based compensation | $ 428 | $ 831 | $ 2,067 | $ 2,083 |
STOCK-BASED COMPENSATION- Addit
STOCK-BASED COMPENSATION- Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Unrecognized stock based compensation | $ | $ 100 |
Unrecognized weighted period (in years) | 1 year 8 months 12 days |
Non-Redeemable Pre-Funded Warrant | |
Class of Warrant or Right [Line Items] | |
Number of warrants (in shares) | 300,357 |
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.01 |
2018 Long-Term Equity Incentive Plan | |
Class of Warrant or Right [Line Items] | |
Common stock, capital shares reserved for future issuance (in shares) | 1,607,915 |
STOCK-BASED COMPENSATION- Sch_2
STOCK-BASED COMPENSATION- Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shares Underlying Options | ||
Options, outstanding at the beginning of the period (in shares) | 1,052,093 | |
Granted (in shares) | 94,326 | |
Cancelled or terminated (in shares) | (507,918) | |
Exercised (in shares) | (169,061) | |
Options, outstanding at the end of the period (in shares) | 469,440 | 1,052,093 |
Options vested (in shares) | 395,086 | |
Options vested and expected to vest (in shares) | 469,440 | |
Weighted Average Exercise Price Per Share | ||
Options, outstanding at the beginning of the period (in dollars per share) | $ 12.34 | |
Grants (in dollars per share) | 12.38 | |
Cancelled or terminated (in dollars per share) | 14.38 | |
Exercised (in dollars per share) | 8.07 | |
Options, outstanding at the end of the period (in dollars per share) | 11.38 | $ 12.34 |
Options vested (in dollars per share) | $ 11.05 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Life, Options Outstanding (in years) | 1 year 10 months 2 days | 2 years 3 months 3 days |
Weighted Average Remaining Contractual Life, Options Vested (in years) | 1 year 4 months 20 days | |
Aggregate Intrinsic Value, Options Outstanding | $ (1,776) | $ (427) |
Aggregate intrinsic value, Options vested | $ (1,364) |
STOCK-BASED COMPENSATION- Sch_3
STOCK-BASED COMPENSATION- Schedule of Restricted Stock Unit Activity (Details) - Restricted stock units | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Restricted Stock Units(1) | |
Outstanding at the beginning of the period (in shares) | shares | 207,822 |
Granted (in shares) | shares | 322,113 |
Vested (in shares) | shares | (81,855) |
Forfeited (in shares) | shares | (67,694) |
Outstanding at the end of the period (in shares) | shares | 380,386 |
Weighted-Average Grant Date Fair Value | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 14.98 |
Granted (in dollars per share) | $ / shares | 12.44 |
Vested (in dollars per share) | $ / shares | 16.43 |
Forfeited (in dollars per share) | $ / shares | 12.27 |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 12.99 |
STOCK-BASED COMPENSATION-Schedu
STOCK-BASED COMPENSATION-Schedule of Warrants Activity (Details) - PIPE Warrants | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Shares Underlying Warrants | |
Warrants, outstanding at the beginning of the period (in shares) | shares | 2,865,068 |
Cancelled or Expired (in shares) | shares | (208,912) |
Exercised (in shares) | shares | (2,656,156) |
Warrants, outstanding at the end of the period (in shares) | shares | 0 |
Weighted Average Exercise Price | |
Warrants, Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 11.50 |
Weighted Average Exercise Price Cancelled or Expired (in dollars per share) | $ / shares | 11.50 |
Weighted Average Exercise Price Exercised (in dollars per share) | $ / shares | 11.50 |
Warrants, Outstanding at the end of the period (in dollars per share) | $ / shares | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |||
Impairment charges | $ 0 | $ 629,000 | $ 0 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value Adjustments Warrant Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | $ 906 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 742 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 164 |
PIPE Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 742 |
PIPE Warrants | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 742 |
PIPE Warrants | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
PIPE Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Private Warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 164 |
Private Warrants | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Private Warrants | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Private Warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | $ 164 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Liabilities Measured at Fair Value (Details) - PIPE Warrants $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value beginning balance | $ 164 |
Measurement adjustment | (164) |
Fair value ending balance | $ 0 |