Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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, 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 | GORV | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 33.2 | ||
Entity Common Stock, Shares Outstanding | 14,064,797 | ||
Documents Incorporated by Reference | Certain portions of the registrant’s definitive proxy statement pursuant to Regulation 14A of the Securities Exchange Act of 1934 for its 2024 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. | ||
Entity Central Index Key | 0001721741 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 49 |
Auditor Name | RSM US LLP |
Auditor Location | Tampa, Florida |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 58,085 | $ 61,687 |
Receivables, net of allowance for doubtful accounts of $479 and $476 | 22,694 | 25,053 |
Inventories | 456,087 | 378,881 |
Income tax receivable | 7,419 | 7,912 |
Prepaid expenses and other | 2,614 | 3,316 |
Total current assets | 546,899 | 476,849 |
Property and equipment, net of accumulated depreciation of $46,098 and $35,275 | 265,726 | 158,991 |
Operating lease right-of-use assets | 26,377 | 26,984 |
Goodwill | 0 | 83,460 |
Intangible assets, net | 80,546 | 81,665 |
Other assets | 2,750 | 2,769 |
Deferred income tax asset | 15,444 | 0 |
Total assets | 937,742 | 830,718 |
Current liabilities | ||
Accounts payable | 15,144 | 10,843 |
Accrued expenses and other current liabilities | 29,160 | 27,875 |
Dividends payable | 0 | 1,210 |
Income tax payable | 3 | 0 |
Floor plan notes payable, net of debt discount | 446,783 | 348,735 |
Financing liability, current portion | 2,473 | 2,281 |
Long-term debt, current portion | 1,141 | 3,607 |
Operating lease liability, current portion | 5,276 | 5,074 |
Total current liabilities | 499,980 | 399,625 |
Long-term liabilities | ||
Financing liability, non-current portion, net of debt discount | 91,401 | 89,770 |
Revolving line of credit | 49,500 | 0 |
Long term debt, non-current portion, net of debt discount | 61,429 | 10,131 |
Operating lease liability, non-current portion | 22,242 | 22,755 |
Deferred income tax liability | 0 | 15,536 |
Warrant liabilities | 0 | 906 |
Total liabilities | 724,552 | 538,723 |
Commitments and contingencies | ||
Series A convertible preferred stock; 600,000 shares, designated, issued, and outstanding and liquidation preference of $60,000 as of December 31, 2023 and December 31, 2022. | 56,193 | 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; 17,477,019 and 14,515,253 shares issued and 14,064,797 and 11,112,464 shares outstanding as of December 31, 2023 and December 31, 2022, respectively. | 0 | 0 |
Additional paid-in capital | 165,988 | 130,828 |
Treasury stock, at cost, 3,412,222 and 3,402,789 shares as of December 31, 2023 and December 31, 2022, respectively. | (57,128) | (57,019) |
Retained earnings | 48,137 | 163,203 |
Total stockholders’ equity | 156,997 | 237,012 |
Total liabilities and stockholders’ equity | $ 937,742 | $ 830,718 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 479 | $ 476 |
Accumulated depreciation | $ 46,098 | $ 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) | 17,477,019 | 14,515,253 |
Common stock, shares outstanding (in shares) | 14,064,797 | 11,112,464 |
Treasury stock (in shares) | 3,412,222 | 3,402,789 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Revenue | $ 1,082,747 | $ 1,326,961 |
Cost applicable to revenue | ||
Cost applicable to revenue | 854,005 | 998,270 |
Gross Profit | 228,742 | 328,691 |
Depreciation and amortization | 18,512 | 16,758 |
Selling, general, and administrative expenses | 198,962 | 222,218 |
Goodwill impairment | 117,970 | 0 |
(Loss) income from operations | (106,702) | 89,715 |
Other income (expense) | ||
Floor plan interest expense | (24,820) | (8,596) |
Other interest expense | (10,062) | (7,996) |
Change in fair value of warrant liabilities | 856 | 12,453 |
Total other expense, net | (34,026) | (4,139) |
(Loss) income before income tax expense | (140,728) | 85,576 |
Income tax benefit (expense) | 30,462 | (19,183) |
Net (loss) income | (110,266) | 66,393 |
Dividends on Series A convertible preferred stock | (4,800) | (4,801) |
Net income (loss) attributable to common stock and participating securities, basic | (115,066) | 61,592 |
Net income (loss) attributable to common stock and participating securities, diluted | (115,066) | 61,592 |
Comprehensive income (loss) attributable to common stock and participating securities | $ (115,066) | $ 61,592 |
EPS: | ||
Basic (in dollars per share) | $ (8.41) | $ 3.47 |
Diluted (in dollars per share) | $ (8.45) | $ 2.42 |
Weighted average shares outstanding: | ||
Basic (in shares) | 13,689,001 | 11,701,302 |
Diluted (in shares) | 13,689,001 | 12,797,796 |
New vehicle retail | ||
Revenue | ||
Revenue | $ 631,748 | $ 777,807 |
Cost applicable to revenue | ||
Cost applicable to revenue | 552,311 | 632,316 |
Pre-owned vehicle retail | ||
Revenue | ||
Revenue | 323,258 | 394,582 |
Cost applicable to revenue | ||
Cost applicable to revenue | 259,494 | 301,565 |
Vehicle wholesale | ||
Revenue | ||
Revenue | 8,006 | 21,266 |
Cost applicable to revenue | ||
Cost applicable to revenue | 8,178 | 21,620 |
Finance and insurance | ||
Revenue | ||
Revenue | 62,139 | 75,482 |
Cost applicable to revenue | ||
Cost applicable to revenue | 2,547 | 2,729 |
Service, body and parts and other | ||
Revenue | ||
Revenue | 57,596 | 57,824 |
Cost applicable to revenue | ||
Cost applicable to revenue | 27,723 | 27,657 |
LIFO | ||
Cost applicable to revenue | ||
Cost applicable to revenue | $ 3,752 | $ 12,383 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS 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 | $ 2,813 | 2,813 | |||
Repurchase of treasury stock (in shares) | 2,695,477 | 2,695,477 | |||
Repurchase of treasury stock | $ (44,504) | $ (44,504) | |||
Conversion of warrants and options (in shares) | 753,951 | ||||
Conversion of warrants and options | 10,067 | 10,067 | |||
Shares issued pursuant to the Employee Stock Purchase Plan (in shares) | 66,885 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | 918 | 918 | |||
Dividends on Series A preferred stock | (4,801) | (4,801) | |||
Net income (loss) | $ 66,393 | 66,393 | |||
Ending balance (in shares) at Dec. 31, 2022 | 11,112,464 | 14,515,253 | |||
Ending balance, Treasury Stock (in shares) at Dec. 31, 2022 | 3,402,789 | 3,402,789 | |||
Ending balance at Dec. 31, 2022 | $ 237,012 | $ 0 | $ (57,019) | 130,828 | 163,203 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | $ 2,249 | 2,249 | |||
Repurchase of treasury stock (in shares) | 9,433 | 9,433 | |||
Repurchase of treasury stock | $ (109) | $ (109) | |||
Shares issued pursuant to the Employee Stock Purchase Plan (in shares) | 49,963 | ||||
Shares issued pursuant to the Employee Stock Purchase Plan | 413 | 413 | |||
Disgorgement of short-swing profits | 622 | ||||
Dividends on Series A preferred stock | (4,800) | (4,800) | |||
Net income (loss) | (110,266) | (110,266) | |||
Conversion of warrant, options and restricted stock units (in shares) | 2,911,803 | ||||
Conversion of warrants, options and restricted stock units | $ 31,876 | 31,876 | |||
Ending balance (in shares) at Dec. 31, 2023 | 14,064,797 | 17,477,019 | |||
Ending balance, Treasury Stock (in shares) at Dec. 31, 2023 | 3,412,222 | 3,412,222 | |||
Ending balance at Dec. 31, 2023 | $ 156,997 | $ 0 | $ (57,128) | $ 165,988 | $ 48,137 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows From Operating Activities | ||
Net income | $ (110,266) | $ 66,393 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Stock-based compensation | 2,249 | 2,813 |
Bad debt expense | 12 | (526) |
Depreciation and amortization of property and equipment | 10,954 | 9,480 |
Amortization of intangible assets | 7,558 | 7,278 |
Amortization of debt discount | 312 | 431 |
Non-cash lease expense | 296 | 173 |
Loss (gain) on sale of property and equipment | 28 | (20) |
Goodwill impairment | 117,970 | 0 |
Deferred income taxes | (30,980) | 1,872 |
Change in fair value of warrant liabilities | (856) | (12,453) |
Impairment charges | 629 | 0 |
Changes in operating assets and liabilities: | ||
Receivables | 2,347 | 6,512 |
Inventories | (42,901) | (127,594) |
Prepaid expenses and other | 450 | (613) |
Income tax receivable/payable | 492 | (6,725) |
Other assets | (199) | (1,146) |
Accounts payable and Accrued expenses and other current liabilities | 5,425 | (17,835) |
Total Adjustments | 73,786 | (138,353) |
Net Cash Used In Operating Activities | (36,480) | (71,960) |
Cash Flows From Investing Activities | ||
Cash paid for acquisitions, net of cash received | (97,727) | (14,694) |
Proceeds from sales of property and equipment | 0 | 36 |
Purchases of property and equipment | (95,237) | (39,884) |
Net Cash Used In Investing Activities | (192,964) | (54,542) |
Cash Flows From Financing Activities | ||
Net borrowings under M&T bank floor plan | 98,530 | 148,180 |
Borrowings under revolving line of credit | 49,500 | 0 |
Principal payments on long-term debt and finance liabilities | (11,130) | (29,657) |
Proceeds from issuance of long-term debt and finance liabilities | 64,005 | 11,686 |
Debt issuance costs | (3,015) | 0 |
Payment of dividends on Series A preferred stock | (4,800) | (4,801) |
Repurchase of Treasury Stock | (109) | (44,504) |
Proceeds from shares issued pursuant to the Employee Stock Purchase Plan | 413 | 918 |
Proceeds from exercise of warrants | 30,543 | 5,714 |
Proceeds from exercise of stock options | 1,283 | 2,418 |
Disgorgement of short-swing profits | 622 | 0 |
Tax benefit related to stock-based awards | 0 | 115 |
Net Cash Provided By Financing Activities | 225,842 | 90,069 |
Net Decrease In Cash | (3,602) | (36,433) |
Cash - Beginning | 61,687 | 98,120 |
Cash - Ending | 58,085 | 61,687 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 11,040 | 15,558 |
Cash paid during the period for income taxes net of refunds received | 620 | 23,920 |
ROU Assets Obtained in Exchange for Lease Liabilities: | ||
Operating leases | 4,826 | 886 |
Finance lease | 0 | 24 |
ROU assets obtained in exchange for lease liabilities | 4,826 | 910 |
Non-Cash Investing and Financing Activities: | ||
Accrued dividends on Series A Preferred Stock | $ 0 | $ 1,210 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Paid for Amounts Included in the Measurement of Lease Liability: | ||
Operating cash flows for operating leases | $ 6,810 | $ 6,556 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 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 24 locations as follows: Location Number of Dealerships Arizona 3 Colorado 3 Florida 3 Tennessee 3 Minnesota 2 Indiana 1 Iowa 1 Nevada 1 Ohio 1 Oklahoma 1 Oregon 1 Texas 1 Utah 1 Washington 1 Wisconsin 1 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Consolidated Financial Statements for the years ended December 31, 2023 and 2022 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. Segments We operate one reportable segment, which includes all aspects of our RV dealership operations which include sales of new and pre-owned RVs, assisting customers with vehicle financing and protection plans, servicing and repairing new and pre-owned RVs, sales of RV parts and accessories and campground facilities. We identified our reporting segment by considering the level at which the operating results are regularly reviewed by our chief operating decision maker to allocate resources and assess performance. 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 and the allowance for doubtful accounts. Cash Cash consists of business checking accounts with our banks. 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. 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 as follows: Year Ended December 31, 2023 2022 Gross finance and insurance revenues $ 69,811 $ 82,226 Less charge-back allowance (7,672) (6,744) Net finance and insurance revenues $ 62,139 $ 75,482 We have an accrual for charge-backs which totaled $8.8 million and $8.2 million at December 31, 2023 and 2022, respectively, and is included in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets. 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 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. The current replacement costs of LIFO inventories exceeded their recorded values by $24.6 million and $20.8 million as of December 31, 2023 and 2022, respectively. 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 15 to 39 years for buildings and improvements and from 5 to 7 years for vehicles and equipment. Goodwill and Indefinite-lived Intangible Assets We perform an annual review for the potential impairment of the carrying value of goodwill as of September 30, or more frequently if events or circumstances indicate a possible impairment. In the third quarter of 2023, we changed the date of our annual review to October 1, 2023. This change in accounting principle was not considered to be material. 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. Similarly, for the impairment evaluation for indefinite-lived intangible assets, which includes our trade names, we determine whether it is more likely than not that the fair value is less than the carrying amount. If we conclude that it is more likely than not that the fair value is less than the carrying value, then we perform a quantitative assessment by calculating the estimated fair value and comparing to the carrying value. Fair value is estimated primarily using the relief from royalty method, in conjunction with qualitative factors and future operating plans. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or other factors that may limit the period over which the asset is expected to contribute directly or indirectly to our future cash flows. We also annually evaluate intangible assets that are not being amortized to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is determined to have a finite useful life, the asset will be amortized prospectively over the estimated remaining useful life and accounted for in the same manner as intangible assets subject to amortization. Our manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives are 8 to 15 years for both the manufacturer and customer relationships. 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 as a reduction in the carrying value of Inventory when earned or as progress is made towards earning the rebates and as a component of Costs applicable to revenue as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon us 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 and Definite-Lived Intangible Assets We evaluate the carrying value of long-lived and definite lived intangible assets whenever events or changes in circumstances indicate that the 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. When such circumstances occur, 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. In 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 Consolidated Balance Sheets at December 31, 2022. We have evaluated the impacts of the triggering event as well as other factors as discussed in Note 7- Goodwill and Intangible Assets, and completed a qualitative assessment of long-lived and intangible asset impairments. As a result of this assessment, we have concluded that long-lived and intangible assets were not impaired during the years ended December 31, 2023 or 2022. Fair Value of Financial Instruments 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 carrying amount of Floor plan notes payable and amounts outstanding under our Revolving Credit Facility approximate fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates. The carrying amount of other bank debt approximates fair value because the debt bears interest at a rate that approximates prevailing market rate at which we could borrow funds with similar maturities. Cumulative Redeemable Convertible Preferred Stock Our Series A Preferred Stock (See Note 15 ) 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. Stock-Based Compensation We account for stock-based compensation for employees and directors in accordance with Accounting Standards Codification (“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. Forfeitures are recognized as they occur. 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 and Comprehensive Income (Loss) 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 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 if-converted 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. As such, the net loss was attributed entirely to common stockholders. Advertising Costs Advertising and promotion costs are charged to operations in the period incurred as a component of Selling, general and administrative expense. Advertising and promotion costs totaled $22.0 million and $30.6 million for the years ended December 31, 2023 and 2022, respectively. 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 a component of Income tax benefit (expense). Vendor Concentrations We purchase our new RVs and replacement parts from various manufacturers. Significant manufacturers were as follows: Year Ended December 31, 2023 2022 Thor Industries 41.0 % 49.1 % Winnebago Industries 32.0 % 29.1 % Forest River 23.0 % 18.3 % 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 by state that generated 10% or more of revenues were as follows: Year Ended December 31, 2023 2022 Florida 41 % 44 % Tennessee 14 % 14 % 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 Operating lease liability represents our obligation to make lease payments under the lease. Lease recognition occurs at the commencement date and Operating 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 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 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. Assets under leases that are determined to be finance leases are recorded as Property and equipment with the corresponding liability recorded as Financing liability on on Consolidated Balance Sheets. See Note 9 and Note 10 for additional information. Recently Issued Accounting Standards Adopted ASU 2021-08 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 Consolidated Financial Statements. Not Yet Adopted ASU 2020-06 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. ASU 2023-07 In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of this guidance on our Consolidated Financial Statements. ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU requires enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid and is effective for fiscal years beginning after December 15, 2024. This ASU requires additional disclosures and, accordingly, we do not expect the adoption of ASU 2023-09 to have a material effect on our financial position, results of operations or cash flows. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS During the years ended December 31, 2023 (the “2023 Acquisitions”) and 2022 (the “2022 Acquisitions”) we acquired all of the outstanding equity interest in the following entities: 2023 Acquisitions • February 15, 2023 Findlay RV 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”) • November 6, 2023 RVZZ LLC in St. George, Utah (the "RVzz Acquisition") • November 20, 2023 Orangewood RV in Surprise, Arizona (the "Orangewood Acquisition") 2022 Acquisition • July 23, 2022 Dave’s Claremore RV in Tulsa, Oklahoma We incurred $2.3 million of acquisition related expenses recorded as a component of Selling, general and administrative in the year ended December 31, 2023. Revenue and Income from operations contributed by the 2023 Acquisitions subsequent to the date of acquisition were as follows: (In thousands) Year ended December 31, 2023 Revenue $ 46,505 Loss from operations (651) 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: Year Ended December 31, (In thousands) 2023 2022 Consideration paid in cash $ 97,727 $ 14,694 Floor plan notes payable — 8,069 Total Consideration $ 97,727 $ 22,763 Year Ended December 31, (In thousands) 2023 2022 Cash $ 2 $ 5 Inventories 34,305 9,504 Accounts receivable and prepaid expenses — 98 Prepaid expenses and other 372 — Property and equipment 22,480 7,353 Goodwill 34,285 4,692 Intangible assets 6,449 1,140 Total assets acquired 97,893 22,792 Accounts payable 118 — Accrued expenses and other current liabilities 49 29 Total liabilities assumed 167 29 Net assets acquired $ 97,726 $ 22,763 We accounted for the 2023 Acquisitions and the 2022 Acquisitions as business combinations, which requires us to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The fair values of the assets acquired and liabilities assumed, which are presented in the table above, and the related 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 to be deductible for federal income tax purposes. See Note 2 - Significant Accounting Policies and Note 7 - Goodwill and Intangible Assets for additional information regarding Goodwill. The following table summarizes our allocation of the purchase price to the identifiable intangible assets acquired. The allocations are final for the 2023 Acquisitions and the 2022 Acquisitions. Gross Asset Amount at Weighted Average Amortization (Dollars in thousands) 2023 2022 2023 2022 Customer Lists $ — $ 240 — 15 years Dealer Agreements 6,449 900 8 years 10 years The following unaudited pro forma financial information presents consolidated information as though the 2023 Acquisitions and the 2022 Acquisitions had been consummated on January 1, 2023 and January 1, 2022, respectively. Year Ended December 31, (In thousands) 2023 2022 Revenue $ 112,056 $ 1,427,197 (Loss) income before income taxes 2,880 89,165 Net (loss) income 2,811 69,893 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. |
RECEIVABLES, NET
RECEIVABLES, NET | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
RECEIVABLES, NET | RECEIVABLES, NET Receivables consisted of the following: As of December 31, (In thousands) 2023 2022 Contracts in transit and vehicle receivables $ 14,347 $ 15,442 Manufacturer receivables 8,750 8,760 Finance and other receivables 76 1,327 23,173 25,529 Less: Allowance for doubtful accounts (479) (476) $ 22,694 $ 25,053 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 us. 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 revenue. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 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: As of December 31, (In thousands) 2023 2022 New recreational vehicles $ 385,001 $ 342,415 Pre-owned recreational vehicles 86,517 50,457 Parts, accessories and other 9,144 6,831 480,662 399,703 Less: excess of current cost over LIFO (24,575) (20,822) Total $ 456,087 $ 378,881 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: As of December 31, (In thousands) 2023 2022 Land $ 76,291 $ 41,286 Building and improvements, including leasehold improvements 157,463 113,596 Furniture and equipment 20,364 17,503 Vehicles 2,322 1,691 Construction in progress 55,384 20,190 311,824 194,266 Less: Accumulated depreciation and amortization (46,098) (35,275) Net PP&E $ 265,726 $ 158,991 Depreciation expense was as follows: Year Ended December 31, (In thousands) 2023 2022 Depreciation $ 10,954 $ 9,480 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Commencing with the announcement of the Rights Offering, there was a prolonged decline in our share price which did not reverse in the fourth quarter upon cancellation of the Rights Offering. This resulted in a triggering event in December. As a result of this triggering event, we performed a quantitative assessment as of December 31, 2023. We calculated the estimated fair value of the reporting unit using an equity market capitalization approach, leveraging our outstanding share price adjusted for preferred stock equity and applying a 30% control premium. We found this method to be preferable to the income approach used in the September 30, 2023 quantitative assessment, given that we operate in a single reporting unit, and the emphasis placed on our market capitalization as a result of the depressed share price. As a result of this test, we determined that the carrying value of the reporting unit exceeded its fair value, resulting in an impairment charge of $118.0 million, which represents the entirety of the goodwill balance previously recorded. The non-cash impairment charge is recognized in the Goodwill impairment expense line for 2023 in the accompanying Consolidated Statements of Operations. The changes in the carrying amounts of goodwill were as follows (in thousands): Balance as of December 31, 2021 $ 80,318 Acquisitions 4,692 Measurement period adjustments related to prior acquisitions (1,550) Balance as of December 31, 2022 83,460 Acquisitions 40,735 Goodwill impairment (117,970) Measurement period adjustments related to current year acquisitions (6,225) Balance as of December 31, 2023 $ — Accumulated goodwill impairment losses were $118.0 million and $0 as of December 31, 2023 and December 31, 2022, respectively. Detail of Intangible assets was as follows: As of December 31, 2023 As of December 31, 2022 (In thousands) Gross Accumulated Net Gross Accumulated Net Amortizable intangible assets: Manufacturer relationships $ 71,849 $ 26,968 $ 44,881 $ 65,400 $ 20,346 $ 45,054 Customer relationships 10,395 4,893 5,502 10,395 3,993 6,402 Non-compete agreements 230 167 63 230 121 109 82,474 32,028 50,446 76,025 24,460 51,565 Non-amortizable intangible assets: Trade names and trademarks 30,100 — 30,100 30,100 — 30,100 $ 112,574 $ 32,028 $ 80,546 $ 106,125 $ 24,460 $ 81,665 Amortization expense related to Intangible assets was as follows: Year Ended December 31, (In thousands) 2023 2022 Amortization $ 7,558 $ 7,278 Future amortization of Intangible assets is as follows: (In thousands) 2024 $ 8,138 2025 8,070 2026 7,391 2027 7,080 2028 7,004 Thereafter 12,763 $ 50,446 As of December 31, 2023, the weighted average remaining amortization period was 10.5. |
EARNING PER SHARE
EARNING PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNING PER SHARE | EARNING PER SHARE The following table summarizes net (loss) income attributable to common stockholders used in the calculation of basic and diluted (loss) income per common share: Year Ended December 31, 2023 2022 (In thousands except share and per share amounts) Distributed (loss) income allocated to common stock $ — $ — Net (loss) income attributable to common stock and participating securities used to calculate basic (loss) earnings per share (110,266) 40,618 Net (loss) income allocated to Series A convertible preferred stock (4,800) 20,974 Net (loss) income allocated to common stock and participating securities $ (115,066) $ 61,592 Weighted average common shares outstanding 13,388,644 11,400,945 Dilutive effect of pre-funded warrants 300,357 300,357 Weighted average shares outstanding - basic 13,689,001 11,701,302 Weighted average common shares outstanding 13,388,644 11,400,945 Weighted average prefunded warrants 300,357 300,357 Weighted average warrants (equity) — 534,137 Weighted average warrants (liabilities) — 237,518 Weighted average options — 324,839 Weighted shares outstanding - diluted 13,689,001 12,797,796 Basic (loss) income per common share $ (8.41) $ 3.47 Diluted (loss) income per common share $ (8.45) $ 2.42 The following common stock equivalent shares were excluded from the computation of the diluted (loss) income per share, since their inclusion would have been anti-dilutive: Year Ended December 31, 2023 2022 Stock options 139,650 245,032 Restricted stock units 238,275 72,459 Shares issuable under the Employee Stock Purchase Plan 27,266 4,517 Share equivalents excluded from EPS 405,191 322,008 |
FINANCING LIABILITY
FINANCING LIABILITY | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
FINANCING LIABILITY | 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 years. The leases contain renewal options at lease termination, with three options to renew for 10 additional years each and contain a right of first offer in the event the property owner intends to sell any portion or all of the property to a third party. These rights and obligations constitute continuing involvement, which resulted in failed sale-leaseback (financing) accounting. The financing liabilities have implied interest rates ranging from 5.0% to 7.9% and have original expiration dates between September 1, 2024 and June 1, 2025. At the conclusion of the 20-year lease period, the financing liability residual will correspond to the carrying value of the land. The Financing liability, net of debt discount, was follows: As of December 31, (In thousands) 2023 2022 Financing liability $ 93,978 $ 92,160 Debt discount (104) (109) Financing liability, net of debt discount 93,874 92,051 Less: current portion 2,473 2,281 Financing liability, non-current portion $ 91,401 $ 89,770 Principal and interest payments made were as follows: Year Ended December 31, (In thousands) 2023 2022 Principal $ 2,177 $ 2,212 Interest 6,021 7,029 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 million. Upon the repurchase, the finance leases were terminated. There were no repurchases of leased properties during the year ended December 31, 2023. Future minimum payments required by the arrangements are as follows (in thousands): (In thousands) Principal Interest Total 2024 $ 2,473 $ 6,410 $ 8,883 2025 2,826 6,231 9,057 2026 3,201 6,027 9,228 2027 3,616 5,797 9,413 2028 4,064 5,536 9,600 Thereafter 77,798 35,333 113,131 $ 93,978 $ 65,334 $ 159,312 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES We lease property, equipment and billboards throughout the U.S. primarily under thirty-five 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 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. As of December 31, 2023, the weighted-average remaining lease term and weighted-average discount rate of operating leases was 6.2 years and 5.3%, respectively. Operating lease costs were $6.8 million and $6.6 million for the years ended December 31, 2023 and 2022, respectively, including variable lease costs. Future maturities of our Operating lease liability as of December 31, 2023 are as follows: (In thousands) Operating Leases 2024 $ 6,629 2025 5,618 2026 4,374 2027 4,335 2028 4,191 Thereafter 7,257 Total lease payments 32,404 Less: Imputed interest 4,886 Present value of lease liabilities $ 27,518 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 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 million from $327 million and increase the capacity under the Revolving Credit Facility to up to $50 million from $25 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 December 31, 2023, there was $446.8 million outstanding on the Floor Plan Line of Credit at an interest rate of 7.5% and $49.5 million outstanding on the Revolving Credit Facility at an interest rate of 8.35%. We were not in compliance with our financial and restrictive covenants at December 31, 2023 as we exceed our maximum total leverage ratio of 3.00, but received a waiver from M&T bank through the second quarter of 2024, and received modified covenants through the fourth quarter of 2024. 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. The M&T Floor Plan Line of Credit consisted of the following: As of December 31, (In thousands) 2023 2022 Floor plan notes payable, gross $ 447,647 $ 349,117 Debt discount (864) (382) Floor plan notes payable, net of debt discount $ 446,783 $ 348,735 Borrowings under M&T Financing Agreement are secured by a first priority lien on substantially all of our assets. On March 8, 2024, we entered into the First Amendment to the Second Amended and Restated Credit Agreement and Consent with M&T to waive and modify certain covenants. This included waiving the net leverage ratio from the fourth quarter of 2023 through the second quarter of 2024, the current ratio for the fourth quarter of 2023, and the fixed charge coverage ratio for the first and second quarters of 2024. Additionally, an additional tier was added to the definition of applicable margin of the M&T credit facilities, setting forth the applicable interest rates corresponding to a total net leverage ratio of 3.00 ≤ X. This new tier is applicable as of March 8, 2024. Long-Term Debt Mortgages In July 2023, we entered into two mortgages for total proceeds of $29.3 million secured by certain real estate assets at our Murfreesboro and Knoxville locations. The loans bear interest between 6.85% and 7.10% per annum and mature in July 2033. Coliseum Term Loan On December 29, 2023, we entered into a $35 million term loan (the "Loan") with the Lender, with a maturity date of December 29, 2026. Certain funds and accounts managed by Coliseum currently hold 57% of LazyDays common stock (calculated as if the preferred stock has been converted into common stock) as of December 31, 2023 and is therefore considered a related party. The Loan bears interest at a rate of 12% per annum, payable monthly in cash on the outstanding loan balance. For any quarterly period during the Loan term, we have the option at the beginning of each quarter to make pay-in-kind elections, whereby the entire outstanding balance would be charged interest at 14% per annum and interest amounts will be added to the outstanding principal. The Loan is secured by certain of our assets. Issuance costs of $2.0 million were recorded as debt discount and are being amortized over the term of the Loan to interest expense using the effective interest method. The Loan is carried at the outstanding principal balance, less debt issuance costs. Under the terms of the Loan, for any repayments and prepayments that occur prior to January 1, 2025, we will owe a prepayment penalty of 1% on the outstanding principal balance being repaid and a make whole premium equal to the remaining interest owed on such balance repaid from date of repayment through January 1, 2025. For repayments and prepayments that occur after January 1, 2025 through maturity, we will owe a prepayment penalty of 2% on the outstanding principal balance being repaid. The Loan contains certain reporting and compliance-related covenants. The Loan contains negative covenants, among other things, related to borrowing and events of default. It also includes certain non-financial covenants and covenants limiting our ability to dispose of assets, undergo a change in control, merge with, acquire stock, or make investments in other companies, in each case subject to certain exceptions. Upon the occurrence of an event of default, in addition to the lender being able to declare amounts outstanding under the Loan due and payable or foreclose on the collateral, the lender can elect to increase the interest rate by 7% per annum during the period of default. In addition, the Loan contains a cross default with M&T Bank. As of December 31, 2023, we were not in compliance with all of the covenants with M&T Bank as we exceed our max leverage covenant, however the cross default was waived for the period ended December 31, 2023. Summary Long-term debt was as follows: As of December 31, 2023 As of December 31, 2022 (In thousands) Gross Debt Discount Total Debt, Gross Debt Total Debt, Total long-term debt $ 64,870 $ (2,300) $ 62,570 $ 13,787 $ (49) $ 13,738 Less: current portion 1,141 — 1,141 3,607 — 3,607 Long-term debt, non-current $ 63,729 $ (2,300) $ 61,429 $ 10,180 $ (49) $ 10,131 Future maturities of long-term debt are as follows: (In thousands) 2024 $ 1,141 2025 1,205 2026 35,826 2027 886 2028 950 Thereafter 24,862 Total $ 64,870 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of our income tax (benefit) expense were as follows: Year Ended December 31, (In thousands) 2023 2022 Current: Federal $ 539 $ 13,389 State (21) 3,922 518 17,311 Deferred: Federal (24,307) 1,651 State (6,673) 221 (30,980) 1,872 Income tax (benefit) expense $ (30,462) $ 19,183 A reconciliation of income taxes calculated using the statutory federal income tax rate (21% in 2023 and 2022) to our income tax expense is as follows: Year ended Year ended Amount % Amount % Income taxes at statutory rate $ (29,543) 21.0 % $ 17,971 21.0 % Non-deductible expense 66 — % 55 0.1 % State income taxes, net of federal tax effect (4,826) 3.4 % 3,329 3.8 % Stock-based compensation and officer compensation 49 — % 450 0.6 % Change in fair value of warrant liabilities (180) 0.1 % (2,615) -3.0 % Impairment of Goodwill 4,502 -3.2 % — — % Other credits and changes in estimate (530) 0.4 % (7) -0.1 % Income tax (benefit) expense $ (30,462) 21.7 % $ 19,183 22.4 % Deferred tax assets and liabilities were as follows: As of December 31, (In thousands) 2023 2022 Deferred tax assets: Accounts receivable $ 120 $ 167 Accrued charge-backs 2,199 2,093 Other accrued liabilities 372 639 Goodwill 22,677 — Financing liability 15,682 16,448 Operating lease liability 6,912 8,039 Stock-based compensation 468 523 Net operating losses 2,432 — Interest expense limitation 2,528 — Other, net 219 139 53,609 28,048 Deferred tax liabilities: Prepaid expenses (507) (649) Goodwill — (1,908) Inventories (6,035) (6,873) Property and equipment (13,817) (14,747) Right of use asset (6,626) (8,039) Intangible assets (11,180) (11,368) (38,165) (43,584) Net deferred tax asset (liability) $ 15,444 $ (15,536) 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, Oklahoma and Iowa. We are no longer subject to the examination by Federal and state taxing authorities for years prior to 2020. We recognize interest and penalties related to income tax matters in Income tax expense. Interest and penalties were insignificant in the years ended December 31, 2023 and 2022. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS We have a 401(k) plan with profit sharing provisions (the “Plan”) that 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 $1.2 million and $1.7 million for the years ended December 31, 2023 and 2022, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Obligations See Note 9 and Note 10 for information regarding leases 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, or cash flows. We record legal expenses as incurred in our Consolidated Statements of Operations and Comprehensive Income (Loss). |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | PREFERRED STOCK In March 2018, 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 million (the “PIPE Investment”). At the closing, we issued an aggregate of 600,000 shares of Series A preferred stock for gross proceeds of $60.0 million. The investors in the PIPE Investment were granted certain registration rights as set forth in the securities purchase agreements. The holders of the Series A Preferred Stock include 500,000 shares owned by funds managed by a member of our Board of Directors. The Series A preferred stock ranks senior to all of our other outstanding stock. Holders of the Series A preferred stock are entitled to vote on an as-converted basis together with the holders of our 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 per share, subject to adjustment (as applicable, the “Conversion Price”). Upon any conversion of the Series A preferred stock, we will be required to pay each holder converting shares all accrued and unpaid dividends, in either cash or shares of our common stock, at our option. The Conversion Price will be subject to adjustment for stock dividends, forward and reverse splits, combinations and similar events, as well as for certain dilutive issuances. Dividends on the Series A preferred stock accrue at an initial rate of 8% per annum (the “Dividend Rate”), compounded quarterly, on each $100 of Series A preferred stock (the “Issue Price”) and are payable quarterly in arrears. If there are accrued and unpaid dividends, future dividends will accrue at the then applicable Dividend Rate plus 2% until all accrued dividends are paid in full in cash. 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 quarterly period 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 per share (as adjusted for stock dividends, splits, combinations and similar events) for a period of thirty consecutive trading days, we may elect to force the conversion of any or all of the outstanding Series A preferred stock at the Conversion Price then in effect. From and after the eighth anniversary of the issuance of the Series A Preferred Stock, we may elect to redeem all, but not less than all, of the outstanding Series A preferred stock in cash at the Issue Price plus all accrued and unpaid dividends. From and after the ninth anniversary of the issuance of the Series A preferred stock, each holder of Series A preferred stock has the right to require us to redeem all of the holder’s outstanding shares of Series A preferred stock in cash at the Issue Price plus all accrued and unpaid dividends. In the event of any liquidation, merger, sale, dissolution or winding up of our business, 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 our Board of Directors. In conjunction with the issuance of the Series A preferred stock, we issued five-year warrants to purchase 596,273 shares of our common stock at an exercise price of $11.50 per share. The 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. The warrants may be called for redemption in whole and not in part, at a price of $0.01 per share of common stock, if the last reported sales price of our common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, if there is a current registration statement in effect with respect to the shares underlying the warrants. 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, and 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 per share, compared to the market price of $10.29 per share on the date of issuance. As a result, a $3.4 million beneficial conversion feature was recorded as a deemed dividend in the Consolidated Statement of Operations at the time of issuance because the Series A preferred stock is immediately convertible, with a credit to Additional paid-in capital. The fair value of the warrants issued with the Series A Preferred Stock of $2.0 million was recorded as a reduction to the carrying amount of the Series A preferred stock in the Consolidated Balance Sheets. In addition, aggregate offering costs of $3.0 million cash and the value of five-year warrants to purchase 178,882 shares of our common stock at an exercise price of $11.50 per share issued to the placement agent were recorded as a reduction to the carrying amount of the preferred stock. The $632,000 value of the warrants was determined utilizing the Black-Scholes option pricing model using a term of 5 years, a volatility of 39%, a risk-free interest rate of 2.61%, and a 0% rate of dividends. The discount associated with the Series A preferred stock was not accreted during the year ended December 31, 2023 because redemption was not currently deemed to be probable. We did not declare a dividend payment on the Series A preferred stock totaling $1.2 million for the quarter ended December 31, 2023. As a result, the amount was added to the carrying amount of the Series A Preferred Stock and the dividend rate is currently at 10% until such dividends are paid. All other dividends to date have been declared and paid. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Authorized Capital We are authorized to issue 100,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of preferred stock, $0.0001 par value. 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. Holders of Series A preferred stock also participate in dividends if they are declared by our Board of Directors. See Note 15 for additional information associated with the Series A preferred stock. Stock Repurchase Program On September 13, 2021, our Board of Directors authorized the repurchase of up to $25 million of our common stock through December 31, 2022, which was subsequently extended to December 31, 2024. On December 15, 2022, our Board of Directors authorized the repurchase of up to an additional $50.0 million of our common stock through December 31, 2024. Information about purchases was as follows: Year Ended December 31, 2023 2022 Number of shares purchased 9,433 2,695,477 Weighted average per share purchase price $ 11.56 $ 16.51 Total purchase price (in thousands) $ 109 $ 44,504 All repurchased shares are included in treasury stock in the consolidated balance sheets. At December 31, 2023, $63.4 million remained available for repurchases. These shares may be purchased from time-to-time in the open market at prevailing prices, in privately negotiated transactions or through block trades. 2019 Employee Stock Purchase Plan We reserved a total of 900,000 shares of our common stock for purchase by participants in our 2019 Employee Stock Purchase Plan (the “ESPP”). Participants in the ESPP may purchase shares of our common stock at a purchase price which will not be less than the lesser of 85% of the fair value per share of our common stock on the first day of the purchase period or the last day of the purchase period. As of December 31, 2023, 608,294 shares remained available for future issuance. ESPP activity was as follows: Year ended December 31, 2023 Shares purchased pursuant to the ESPP 49,963 Weighted average per share price of shares purchased $9.72 Weighted average per share discount from market value for shares purchased $1.46 Stock-based compensation related to ESPP $179,671 PIPE Warrants PIPE warrant activity was as follows: Shares Underlying Warrants Weighted Outstanding at December 31, 2022 2,865,068 $ 11.50 Cancelled or Expired (208,912) 11.50 Exercised (2,656,156) 11.50 Outstanding at December 31, 2023 — — Prefunded Warrants As of December 31, 2023, there were 300,357 perpetual non-redeemable prefunded warrants outstanding with an exercise price of $0.01 per share. There was no activity related to these warrants during the year ended December 31, 2023. 2018 Long-Term Incentive Equity Plan Our 2018 Long-Term Incentive Equity Plan, as amended (the “2018 Plan”) reserves up to 18% of the shares of our common stock outstanding on a fully diluted basis. 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. On May 20, 2019, our stockholders approved the adoption of the Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan (the “Incentive Plan”). The Incentive Plan amends and restates the previously adopted 2018 Plan in order to replenish the pool of shares of common stock available under the Incentive Plan by adding an additional 600,000 shares of common stock and making certain changes in light of the Tax Cuts and Jobs Act and its impact on Section 162(m) of the Internal Revenue Code of 1986, as amended. Stock options are canceled upon termination of employment. On June 9, 2022, our stockholders approved the addition of 510,000 shares of our common stock to the 2018 Plan. Following this addition, a total of 4,934,566 shares had been authorized for issuance pursuant to the 2018 Plan. Stock options are canceled upon termination of employment. As of December 31, 2023, there were 1,091,427 shares of our common stock available to be issued under the 2018 Plan. Stock Options Stock option activity is summarized below: Shares Underlying Options Weighted Weighted Average Aggregate Outstanding at December 31, 2022 1,052,093 $ 12.34 2.26 $ (427) Granted 94,326 12.38 Cancelled or terminated (600,418) 14.06 Exercised (169,061) 8.07 Outstanding at December 31, 2023 376,940 11.21 1.91 (2) Vested at December 31, 2023 302,585 10.73 0.94 (2) Vested and expected to vest at December 31, 2023 376,940 Restricted Stock Units Restricted stock unit ("RSU") activity was as follows: Number of Restricted Stock Units Weighted Outstanding at December 31, 2022 207,822 $ 14.98 Granted 323,679 12.44 Vested (110,661) 15.35 Forfeited (182,565) 12.32 Outstanding at December 31, 2023 238,275 $ 13.35 Stock-Based Compensation Stock-based compensation was as follows: Year Ended December 31, (In thousands) 2023 2022 ESPP $ 180 $ 280 2018 Plan 2,069 1,697 $ 2,249 $ 1,977 The fair value of options was based on the following assumptions: Year Ended December 31, 2023 ESPP 2018 Plan Risk free interest rate 4.65%-4.65% 4 % Expected term (years) 0.50-1.0 6 Expected volatility 50%-52% 70 % Expected dividends 0.00 % 0.00 % The expected life was determined using the simplified method as the awards were determined to be plain-vanilla options. Expected volatility was based on the historical volatility of our stock price over a period equal to the expected lives of the awards. As of December 31, 2023, total unrecognized stock-based compensation was $0.1 million which is expected to be recognized over a weighted average service period of 2.13 years. Certain other information regarding stock-based compensation was as follows: Year Ended December 31, 2023 2022 Per share weighted average grant date fair value of awards issued $ 12.14 $ 4.28 Intrinsic value of stock options exercised (in millions) 0.6 1.6 Current tax benefit related to stock-based awards (in millions) 0.3 0.1 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 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. There were no changes to our valuation techniques during the year ended December 31, 2023. See Note 2 and Note 11 for additional information. Goodwill and Asset Impairment See Note 2 for discussion of an asset impairment charge recorded in the quarter ended March 31, 2023 and goodwill impairment recorded in the fourth quarter of 2023. There were no other impairment charges during the years ended December 31, 2023 or 2022. 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 in our Consolidated Statements of Operations and Comprehensive Income (Loss). 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 were 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 Public PIPE warrants $ 742 $ 742 $ — $ — Private PIPE warrants 164 — — 164 Total $ 906 $ 742 $ — $ 164 Level 3 Disclosures Changes in the Level 3 private PIPE warrant liability were as follows: (In thousands) Balance at December 31, 2021 $ 1,690 Measurement adjustment (1,526) Balance at December 31, 2022 164 Measurement adjustment (164) Balance at December 31, 2023 $ — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS On December 29, 2023, we entered into a $35 million term loan with Coliseum, a significant shareholder, with a maturity date of December 29, 2026 that is included in the long-term debt, non-current portion, net of debt discount financial line item on the consolidated balance sheet. See Note 11 for additional information. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On March 8, 2024, we entered into the First Amendment to the Second Amended and Restated Credit Agreement and Consent with M&T to waive and modify certain covenants. See Note 11 for additional information. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net income | $ (110,266) | $ 66,393 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 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. |
Segments | Segments We operate one reportable segment, which includes all aspects of our RV dealership operations which include sales of new and pre-owned RVs, assisting customers with vehicle financing and protection plans, servicing and repairing new and pre-owned RVs, sales of RV parts and accessories and campground facilities. We identified our reporting segment by considering the level at which the operating results are regularly reviewed by our chief operating decision maker to allocate resources and assess performance. |
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 and the allowance for doubtful accounts. |
Cash | Cash Cash consists of business checking accounts with our banks. |
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. |
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 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 |
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 15 to 39 years for buildings and improvements and from 5 to 7 years for vehicles and equipment. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-lived Intangible Assets We perform an annual review for the potential impairment of the carrying value of goodwill as of September 30, or more frequently if events or circumstances indicate a possible impairment. In the third quarter of 2023, we changed the date of our annual review to October 1, 2023. This change in accounting principle was not considered to be material. 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. Similarly, for the impairment evaluation for indefinite-lived intangible assets, which includes our trade names, we determine whether it is more likely than not that the fair value is less than the carrying amount. If we conclude that it is more likely than not that the fair value is less than the carrying value, then we perform a quantitative assessment by calculating the estimated fair value and comparing to the carrying value. Fair value is estimated primarily using the relief from royalty method, in conjunction with qualitative factors and future operating plans. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or other factors that may limit the period over which the asset is expected to contribute directly or indirectly to our future cash flows. We also annually evaluate intangible assets that are not being amortized to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is determined to have a finite useful life, the asset will be amortized prospectively over the estimated remaining useful life and accounted for in the same manner as intangible assets subject to amortization. Our manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives are 8 to 15 years for both the manufacturer and customer relationships. |
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 as a reduction in the carrying value of Inventory when earned or as progress is made towards earning the rebates and as a component of Costs applicable to revenue as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon us 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 and Definite-Lived Intangible Assets | Impairment of Long-Lived and Definite-Lived Intangible Assets We evaluate the carrying value of long-lived and definite lived intangible assets whenever events or changes in circumstances indicate that the 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. When such circumstances occur, 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. In 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 Consolidated Balance Sheets at December 31, 2022. We have evaluated the impacts of the triggering event as well as other factors as discussed in Note 7- Goodwill and Intangible Assets, and completed a qualitative assessment of long-lived and intangible asset impairments. As a result of this assessment, we have concluded that long-lived and intangible assets were not impaired during the years ended December 31, 2023 or 2022. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 carrying amount of Floor plan notes payable and amounts outstanding under our Revolving Credit Facility approximate fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates. The carrying amount of other bank debt approximates fair value because the debt bears interest at a rate that approximates prevailing 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 |
Stock Based Compensation | Stock-Based Compensation We account for stock-based compensation for employees and directors in accordance with Accounting Standards Codification (“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. Forfeitures are recognized as they occur. 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 and Comprehensive Income (Loss) 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 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 if-converted 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. |
Advertising Costs | Advertising Costs |
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 a component of Income tax benefit (expense). |
Vendor Concentrations | Vendor Concentrations We purchase our new RVs and replacement parts from various manufacturers. 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 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 Operating lease liability represents our obligation to make lease payments under the lease. Lease recognition occurs at the commencement date and Operating 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 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 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. Assets under leases that are determined to be finance leases are recorded as Property and equipment with the corresponding liability recorded as Financing liability on on Consolidated Balance Sheets. |
Recently Issued Accounting Standards Adopted and Not Yet Adopted | Recently Issued Accounting Standards Adopted ASU 2021-08 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 Consolidated Financial Statements. Not Yet Adopted ASU 2020-06 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. ASU 2023-07 In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of this guidance on our Consolidated Financial Statements. ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU requires enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid and is effective for fiscal years beginning after December 15, 2024. This ASU requires additional disclosures and, accordingly, we do not expect the adoption of ASU 2023-09 to have a material effect on our financial position, results of operations or cash flows. |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Dealership Locations | Lazydays RV Center, Inc., the operating subsidiary of Lazydays Holdings, Inc., operates recreational vehicle (“RV”) dealerships in 24 locations as follows: Location Number of Dealerships Arizona 3 Colorado 3 Florida 3 Tennessee 3 Minnesota 2 Indiana 1 Iowa 1 Nevada 1 Ohio 1 Oklahoma 1 Oregon 1 Texas 1 Utah 1 Washington 1 Wisconsin 1 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Recognized of Finance and Insurance Revenues | We recognized finance and insurance revenues, less the addition to the charge-back allowance as follows: Year Ended December 31, 2023 2022 Gross finance and insurance revenues $ 69,811 $ 82,226 Less charge-back allowance (7,672) (6,744) Net finance and insurance revenues $ 62,139 $ 75,482 |
Schedule of Vendor and Geographic Concentration Risk Percentage | Significant manufacturers were as follows: Year Ended December 31, 2023 2022 Thor Industries 41.0 % 49.1 % Winnebago Industries 32.0 % 29.1 % Forest River 23.0 % 18.3 % Revenues by state that generated 10% or more of revenues were as follows: Year Ended December 31, 2023 2022 Florida 41 % 44 % Tennessee 14 % 14 % |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 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) Year ended December 31, 2023 Revenue $ 46,505 Loss from operations (651) The following unaudited pro forma financial information presents consolidated information as though the 2023 Acquisitions and the 2022 Acquisitions had been consummated on January 1, 2023 and January 1, 2022, respectively. Year Ended December 31, (In thousands) 2023 2022 Revenue $ 112,056 $ 1,427,197 (Loss) income before income taxes 2,880 89,165 Net (loss) income 2,811 69,893 |
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: Year Ended December 31, (In thousands) 2023 2022 Consideration paid in cash $ 97,727 $ 14,694 Floor plan notes payable — 8,069 Total Consideration $ 97,727 $ 22,763 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | Year Ended December 31, (In thousands) 2023 2022 Cash $ 2 $ 5 Inventories 34,305 9,504 Accounts receivable and prepaid expenses — 98 Prepaid expenses and other 372 — Property and equipment 22,480 7,353 Goodwill 34,285 4,692 Intangible assets 6,449 1,140 Total assets acquired 97,893 22,792 Accounts payable 118 — Accrued expenses and other current liabilities 49 29 Total liabilities assumed 167 29 Net assets acquired $ 97,726 $ 22,763 |
Schedule of Identifiable Intangible Assets Acquired | The following table summarizes our allocation of the purchase price to the identifiable intangible assets acquired. The allocations are final for the 2023 Acquisitions and the 2022 Acquisitions. Gross Asset Amount at Weighted Average Amortization (Dollars in thousands) 2023 2022 2023 2022 Customer Lists $ — $ 240 — 15 years Dealer Agreements 6,449 900 8 years 10 years |
RECEIVABLES, NET (Tables)
RECEIVABLES, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Receivables | Receivables consisted of the following: As of December 31, (In thousands) 2023 2022 Contracts in transit and vehicle receivables $ 14,347 $ 15,442 Manufacturer receivables 8,750 8,760 Finance and other receivables 76 1,327 23,173 25,529 Less: Allowance for doubtful accounts (479) (476) $ 22,694 $ 25,053 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: As of December 31, (In thousands) 2023 2022 New recreational vehicles $ 385,001 $ 342,415 Pre-owned recreational vehicles 86,517 50,457 Parts, accessories and other 9,144 6,831 480,662 399,703 Less: excess of current cost over LIFO (24,575) (20,822) Total $ 456,087 $ 378,881 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: As of December 31, (In thousands) 2023 2022 Land $ 76,291 $ 41,286 Building and improvements, including leasehold improvements 157,463 113,596 Furniture and equipment 20,364 17,503 Vehicles 2,322 1,691 Construction in progress 55,384 20,190 311,824 194,266 Less: Accumulated depreciation and amortization (46,098) (35,275) Net PP&E $ 265,726 $ 158,991 |
Schedule of Depreciation and Amortization | Depreciation expense was as follows: Year Ended December 31, (In thousands) 2023 2022 Depreciation $ 10,954 $ 9,480 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amounts of goodwill were as follows (in thousands): Balance as of December 31, 2021 $ 80,318 Acquisitions 4,692 Measurement period adjustments related to prior acquisitions (1,550) Balance as of December 31, 2022 83,460 Acquisitions 40,735 Goodwill impairment (117,970) Measurement period adjustments related to current year acquisitions (6,225) Balance as of December 31, 2023 $ — |
Schedule of Finite-Lived Intangible Assets | Detail of Intangible assets was as follows: As of December 31, 2023 As of December 31, 2022 (In thousands) Gross Accumulated Net Gross Accumulated Net Amortizable intangible assets: Manufacturer relationships $ 71,849 $ 26,968 $ 44,881 $ 65,400 $ 20,346 $ 45,054 Customer relationships 10,395 4,893 5,502 10,395 3,993 6,402 Non-compete agreements 230 167 63 230 121 109 82,474 32,028 50,446 76,025 24,460 51,565 Non-amortizable intangible assets: Trade names and trademarks 30,100 — 30,100 30,100 — 30,100 $ 112,574 $ 32,028 $ 80,546 $ 106,125 $ 24,460 $ 81,665 |
Schedule of Indefinite-Lived Intangible Assets | Detail of Intangible assets was as follows: As of December 31, 2023 As of December 31, 2022 (In thousands) Gross Accumulated Net Gross Accumulated Net Amortizable intangible assets: Manufacturer relationships $ 71,849 $ 26,968 $ 44,881 $ 65,400 $ 20,346 $ 45,054 Customer relationships 10,395 4,893 5,502 10,395 3,993 6,402 Non-compete agreements 230 167 63 230 121 109 82,474 32,028 50,446 76,025 24,460 51,565 Non-amortizable intangible assets: Trade names and trademarks 30,100 — 30,100 30,100 — 30,100 $ 112,574 $ 32,028 $ 80,546 $ 106,125 $ 24,460 $ 81,665 |
Schedule of Amortization Expense | Amortization expense related to Intangible assets was as follows: Year Ended December 31, (In thousands) 2023 2022 Amortization $ 7,558 $ 7,278 |
Schedule of Estimated Future Amortization Expense | Future amortization of Intangible assets is as follows: (In thousands) 2024 $ 8,138 2025 8,070 2026 7,391 2027 7,080 2028 7,004 Thereafter 12,763 $ 50,446 |
EARNING PER SHARE (Tables)
EARNING PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) Attributable to Common Stockholders | The following table summarizes net (loss) income attributable to common stockholders used in the calculation of basic and diluted (loss) income per common share: Year Ended December 31, 2023 2022 (In thousands except share and per share amounts) Distributed (loss) income allocated to common stock $ — $ — Net (loss) income attributable to common stock and participating securities used to calculate basic (loss) earnings per share (110,266) 40,618 Net (loss) income allocated to Series A convertible preferred stock (4,800) 20,974 Net (loss) income allocated to common stock and participating securities $ (115,066) $ 61,592 Weighted average common shares outstanding 13,388,644 11,400,945 Dilutive effect of pre-funded warrants 300,357 300,357 Weighted average shares outstanding - basic 13,689,001 11,701,302 Weighted average common shares outstanding 13,388,644 11,400,945 Weighted average prefunded warrants 300,357 300,357 Weighted average warrants (equity) — 534,137 Weighted average warrants (liabilities) — 237,518 Weighted average options — 324,839 Weighted shares outstanding - diluted 13,689,001 12,797,796 Basic (loss) income per common share $ (8.41) $ 3.47 Diluted (loss) income per common share $ (8.45) $ 2.42 |
Schedule Of Anti Dilutive Securities Excluded From Computation Of Earnings Per Share | The following common stock equivalent shares were excluded from the computation of the diluted (loss) income per share, since their inclusion would have been anti-dilutive: Year Ended December 31, 2023 2022 Stock options 139,650 245,032 Restricted stock units 238,275 72,459 Shares issuable under the Employee Stock Purchase Plan 27,266 4,517 Share equivalents excluded from EPS 405,191 322,008 |
FINANCING LIABILITY (Tables)
FINANCING LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Financing Liability | The Financing liability, net of debt discount, was follows: As of December 31, (In thousands) 2023 2022 Financing liability $ 93,978 $ 92,160 Debt discount (104) (109) Financing liability, net of debt discount 93,874 92,051 Less: current portion 2,473 2,281 Financing liability, non-current portion $ 91,401 $ 89,770 Principal and interest payments made were as follows: Year Ended December 31, (In thousands) 2023 2022 Principal $ 2,177 $ 2,212 Interest 6,021 7,029 |
Schedule of Future Minimum Payments | Future minimum payments required by the arrangements are as follows (in thousands): (In thousands) Principal Interest Total 2024 $ 2,473 $ 6,410 $ 8,883 2025 2,826 6,231 9,057 2026 3,201 6,027 9,228 2027 3,616 5,797 9,413 2028 4,064 5,536 9,600 Thereafter 77,798 35,333 113,131 $ 93,978 $ 65,334 $ 159,312 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Maturities of Lease liabilities | Future maturities of our Operating lease liability as of December 31, 2023 are as follows: (In thousands) Operating Leases 2024 $ 6,629 2025 5,618 2026 4,374 2027 4,335 2028 4,191 Thereafter 7,257 Total lease payments 32,404 Less: Imputed interest 4,886 Present value of lease liabilities $ 27,518 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Floor Plan Notes payable | The M&T Floor Plan Line of Credit consisted of the following: As of December 31, (In thousands) 2023 2022 Floor plan notes payable, gross $ 447,647 $ 349,117 Debt discount (864) (382) Floor plan notes payable, net of debt discount $ 446,783 $ 348,735 |
Schedule of Long Term Debt | Long-term debt was as follows: As of December 31, 2023 As of December 31, 2022 (In thousands) Gross Debt Discount Total Debt, Gross Debt Total Debt, Total long-term debt $ 64,870 $ (2,300) $ 62,570 $ 13,787 $ (49) $ 13,738 Less: current portion 1,141 — 1,141 3,607 — 3,607 Long-term debt, non-current $ 63,729 $ (2,300) $ 61,429 $ 10,180 $ (49) $ 10,131 |
Schedule of Maturities of Long-Term Debt | Future maturities of long-term debt are as follows: (In thousands) 2024 $ 1,141 2025 1,205 2026 35,826 2027 886 2028 950 Thereafter 24,862 Total $ 64,870 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of our income tax (benefit) expense were as follows: Year Ended December 31, (In thousands) 2023 2022 Current: Federal $ 539 $ 13,389 State (21) 3,922 518 17,311 Deferred: Federal (24,307) 1,651 State (6,673) 221 (30,980) 1,872 Income tax (benefit) expense $ (30,462) $ 19,183 |
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 2023 and 2022) to our income tax expense is as follows: Year ended Year ended Amount % Amount % Income taxes at statutory rate $ (29,543) 21.0 % $ 17,971 21.0 % Non-deductible expense 66 — % 55 0.1 % State income taxes, net of federal tax effect (4,826) 3.4 % 3,329 3.8 % Stock-based compensation and officer compensation 49 — % 450 0.6 % Change in fair value of warrant liabilities (180) 0.1 % (2,615) -3.0 % Impairment of Goodwill 4,502 -3.2 % — — % Other credits and changes in estimate (530) 0.4 % (7) -0.1 % Income tax (benefit) expense $ (30,462) 21.7 % $ 19,183 22.4 % |
Schedule of Deferred tax Assets and Liabilities | Deferred tax assets and liabilities were as follows: As of December 31, (In thousands) 2023 2022 Deferred tax assets: Accounts receivable $ 120 $ 167 Accrued charge-backs 2,199 2,093 Other accrued liabilities 372 639 Goodwill 22,677 — Financing liability 15,682 16,448 Operating lease liability 6,912 8,039 Stock-based compensation 468 523 Net operating losses 2,432 — Interest expense limitation 2,528 — Other, net 219 139 53,609 28,048 Deferred tax liabilities: Prepaid expenses (507) (649) Goodwill — (1,908) Inventories (6,035) (6,873) Property and equipment (13,817) (14,747) Right of use asset (6,626) (8,039) Intangible assets (11,180) (11,368) (38,165) (43,584) Net deferred tax asset (liability) $ 15,444 $ (15,536) |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock Repurchase Program | Information about purchases was as follows: Year Ended December 31, 2023 2022 Number of shares purchased 9,433 2,695,477 Weighted average per share purchase price $ 11.56 $ 16.51 Total purchase price (in thousands) $ 109 $ 44,504 |
Schedule of ESPP Activity | ESPP activity was as follows: Year ended December 31, 2023 Shares purchased pursuant to the ESPP 49,963 Weighted average per share price of shares purchased $9.72 Weighted average per share discount from market value for shares purchased $1.46 Stock-based compensation related to ESPP $179,671 |
Schedule of Warrants Activity | PIPE warrant activity was as follows: Shares Underlying Warrants Weighted Outstanding at December 31, 2022 2,865,068 $ 11.50 Cancelled or Expired (208,912) 11.50 Exercised (2,656,156) 11.50 Outstanding at December 31, 2023 — — |
Schedule of Stock Option Activity | Stock option activity is summarized below: Shares Underlying Options Weighted Weighted Average Aggregate Outstanding at December 31, 2022 1,052,093 $ 12.34 2.26 $ (427) Granted 94,326 12.38 Cancelled or terminated (600,418) 14.06 Exercised (169,061) 8.07 Outstanding at December 31, 2023 376,940 11.21 1.91 (2) Vested at December 31, 2023 302,585 10.73 0.94 (2) Vested and expected to vest at December 31, 2023 376,940 |
Schedule of Restricted Stock Unit Activity | Restricted stock unit ("RSU") activity was as follows: Number of Restricted Stock Units Weighted Outstanding at December 31, 2022 207,822 $ 14.98 Granted 323,679 12.44 Vested (110,661) 15.35 Forfeited (182,565) 12.32 Outstanding at December 31, 2023 238,275 $ 13.35 |
Schedule of Stock-based Compensation | Stock-based compensation was as follows: Year Ended December 31, (In thousands) 2023 2022 ESPP $ 180 $ 280 2018 Plan 2,069 1,697 $ 2,249 $ 1,977 Certain other information regarding stock-based compensation was as follows: Year Ended December 31, 2023 2022 Per share weighted average grant date fair value of awards issued $ 12.14 $ 4.28 Intrinsic value of stock options exercised (in millions) 0.6 1.6 Current tax benefit related to stock-based awards (in millions) 0.3 0.1 |
Schedule of Fair Value of Options Valuation Assumptions | The fair value of options was based on the following assumptions: Year Ended December 31, 2023 ESPP 2018 Plan Risk free interest rate 4.65%-4.65% 4 % Expected term (years) 0.50-1.0 6 Expected volatility 50%-52% 70 % Expected dividends 0.00 % 0.00 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 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 Public PIPE warrants $ 742 $ 742 $ — $ — Private PIPE warrants 164 — — 164 Total $ 906 $ 742 $ — $ 164 |
Schedule of Liabilities Measured at Fair Value | Changes in the Level 3 private PIPE warrant liability were as follows: (In thousands) Balance at December 31, 2021 $ 1,690 Measurement adjustment (1,526) Balance at December 31, 2022 164 Measurement adjustment (164) Balance at December 31, 2023 $ — |
BUSINESS ORGANIZATION AND NAT_3
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details) | Dec. 31, 2023 location |
Product Information [Line Items] | |
Number of locations | 24 |
Arizona | |
Product Information [Line Items] | |
Number of locations | 3 |
Colorado | |
Product Information [Line Items] | |
Number of locations | 3 |
Florida | |
Product Information [Line Items] | |
Number of locations | 3 |
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 |
Iowa | |
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 |
Oklahoma | |
Product Information [Line Items] | |
Number of locations | 1 |
Oregon | |
Product Information [Line Items] | |
Number of locations | 1 |
Texas | |
Product Information [Line Items] | |
Number of locations | 1 |
Utah | |
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 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) reportingUnit lease_renewal_option Segment | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Number of reportable segments | Segment | 1 | ||
Accrued charge-backs | $ 8.8 | $ 8.2 | |
LIFO inventories | $ (24.6) | (20.8) | |
Number of reporting units | reportingUnit | 1 | ||
Impairment charges | $ 0.6 | ||
Capitalized computer software | 0.5 | ||
Advertising and promotion costs | $ 22 | $ 30.6 | |
Lease term | 12 months | ||
Number of lease renewal options | lease_renewal_option | 1 | ||
Minimum | Manufacturer and Customer Relationships | |||
Property, Plant and Equipment [Line Items] | |||
Intangible asset estimated useful life | 8 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Lessee, operating lease, renewal term (in years) | 50 years | ||
Maximum | Manufacturer and Customer Relationships | |||
Property, Plant and Equipment [Line Items] | |||
Intangible asset estimated useful life | 15 years | ||
Building Improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 15 years | ||
Building Improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 39 years | ||
Vehicles and Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Vehicles and Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 7 years |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Revenue Recognized of Finance and Insurance Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Net finance and insurance revenues | $ 1,082,747 | $ 1,326,961 |
Finance and insurance | ||
Product Information [Line Items] | ||
Gross finance and insurance revenues | 69,811 | 82,226 |
Additions To Charge-Back Allowance | (7,672) | (6,744) |
Net finance and insurance revenues | $ 62,139 | $ 75,482 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Vendor and Geographic Concentration Risk Percentage (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Florida | Revenue Benchmark | Geographic Concentration Risk | ||
Product Information [Line Items] | ||
Concentration risk percentage | 41% | 44% |
Tennessee | Revenue Benchmark | Geographic Concentration Risk | ||
Product Information [Line Items] | ||
Concentration risk percentage | 14% | 14% |
Thor Industries | Cost of Goods and Service, Product and Service Benchmark | Supplier Concentration Risk | ||
Product Information [Line Items] | ||
Concentration risk percentage | 41% | 49.10% |
Winnebago Industries | Cost of Goods and Service, Product and Service Benchmark | Supplier Concentration Risk | ||
Product Information [Line Items] | ||
Concentration risk percentage | 32% | 29.10% |
Forest River | Cost of Goods and Service, Product and Service Benchmark | Supplier Concentration Risk | ||
Product Information [Line Items] | ||
Concentration risk percentage | 23% | 18.30% |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition related expenses | $ 2.3 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Revenue and Loss From Operations (Details) - 2023 Acquisitions $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 46,505 |
Loss from operations | $ (651) |
BUSINESS COMBINATIONS- Schedule
BUSINESS COMBINATIONS- Schedule of Consideration Paid And Preliminary Purchase Price Allocations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Consideration paid in cash | $ 97,727 | $ 14,694 |
Floor plan notes payable | 0 | 8,069 |
Total Consideration | $ 97,727 | $ 22,763 |
BUSINESS COMBINATIONS- Schedu_2
BUSINESS COMBINATIONS- Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | $ 83,460 | $ 80,318 |
Annual Acquisitions | |||
Business Acquisition [Line Items] | |||
Cash | 2 | 5 | |
Inventories | 34,305 | 9,504 | |
Accounts receivable and prepaid expenses | 0 | 98 | |
Prepaid expenses and other | 372 | 0 | |
Property and equipment | 22,480 | 7,353 | |
Goodwill | 34,285 | 4,692 | |
Intangible assets | 6,449 | 1,140 | |
Total assets acquired | 97,893 | 22,792 | |
Accounts payable | 118 | 0 | |
Accrued expenses and other current liabilities | 49 | 29 | |
Total liabilities assumed | 167 | 29 | |
Net assets acquired | $ 97,726 | $ 22,763 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Identifiable Intangible Assets Acquired (Details) - Annual Acquisitions - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer Lists | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset Amount at Acquisition Date | $ 0 | $ 240 |
Weighted Average Amortization Period | 15 years | |
Dealer Agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Asset Amount at Acquisition Date | $ 6,449 | $ 900 |
Weighted Average Amortization Period | 8 years | 10 years |
BUSINESS COMBINATIONS- Schedu_3
BUSINESS COMBINATIONS- Schedule of Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 112,056 | $ 1,427,197 |
(Loss) income before income taxes | 2,880 | 89,165 |
Net (loss) income | $ 2,811 | $ 69,893 |
RECEIVABLES, NET - Schedule of
RECEIVABLES, NET - Schedule of Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | $ 23,173 | $ 25,529 |
Less: Allowance for doubtful accounts | (479) | (476) |
Receivables, net | 22,694 | 25,053 |
Contracts in transit and vehicle receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 14,347 | 15,442 |
Manufacturer receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | 8,750 | 8,760 |
Finance and other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, gross | $ 76 | $ 1,327 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Inventory, gross | $ 480,662 | $ 399,703 |
Less: excess of current cost over LIFO | (24,575) | (20,822) |
Total | 456,087 | 378,881 |
New recreational vehicles | ||
Inventory [Line Items] | ||
Inventory, gross | 385,001 | 342,415 |
Pre-owned recreational vehicles | ||
Inventory [Line Items] | ||
Inventory, gross | 86,517 | 50,457 |
Parts, accessories and other | ||
Inventory [Line Items] | ||
Inventory, gross | $ 9,144 | $ 6,831 |
PROPERTY AND EQUIPMENT, NET - S
PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 311,824 | $ 194,266 |
Less: Accumulated depreciation and amortization | (46,098) | (35,275) |
Property and equipment, net | 265,726 | 158,991 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 76,291 | 41,286 |
Building and improvements, including leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 157,463 | 113,596 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,364 | 17,503 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,322 | 1,691 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 55,384 | $ 20,190 |
PROPERTY AND EQUIPMENT, NET -_2
PROPERTY AND EQUIPMENT, NET - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 10,954 | $ 9,480 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Reporting unit, control premium percentage | 30% | |
Goodwill impairment | $ 117,970 | $ 0 |
Accumulated goodwill impairment loss | $ 118,000 | $ 0 |
Weighted average remaining amortization period | 10 years 6 months |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 83,460 | $ 80,318 |
Acquisitions | 40,735 | 4,692 |
Measurement period adjustments related to prior/ current year acquisitions | (6,225) | (1,550) |
Goodwill impairment | (117,970) | 0 |
Ending balance | $ 0 | $ 83,460 |
GOODWILL AND INTANGIBLE ASSETS-
GOODWILL AND INTANGIBLE ASSETS- Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 82,474 | $ 76,025 |
Accumulated Amortization | 32,028 | 24,460 |
Net Asset Value | 50,446 | 51,565 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 112,574 | 106,125 |
Intangible assets, net | 80,546 | 81,665 |
Trade names and trademarks | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30,100 | 30,100 |
Net Asset Value | 30,100 | 30,100 |
Manufacturer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 71,849 | 65,400 |
Accumulated Amortization | 26,968 | 20,346 |
Net Asset Value | 44,881 | 45,054 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,395 | 10,395 |
Accumulated Amortization | 4,893 | 3,993 |
Net Asset Value | 5,502 | 6,402 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 230 | 230 |
Accumulated Amortization | 167 | 121 |
Net Asset Value | $ 63 | $ 109 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS- Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 7,558 | $ 7,278 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS- Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 8,138 | |
2025 | 8,070 | |
2026 | 7,391 | |
2027 | 7,080 | |
2028 | 7,004 | |
Thereafter | 12,763 | |
Net Asset Value | $ 50,446 | $ 51,565 |
EARNING PER SHARE - Schedule of
EARNING PER SHARE - Schedule of Net Income (Loss) Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Distributed (loss) income allocated to common stock | $ 0 | $ 0 |
Net (loss) income attributable to common stock and participating securities used to calculate basic (loss) earnings per share | (110,266) | 40,618 |
Net (loss) income allocated to Series A convertible preferred stock | (4,800) | 20,974 |
Net (loss) income allocated to common stock and participating securities | $ (115,066) | $ 61,592 |
Weighted average shares outstanding (in shares) | 13,388,644 | 11,400,945 |
Dilutive effect of pre-funded warrants (in shares) | 300,357 | 300,357 |
Weighted average shares outstanding - basic (in shares) | 13,689,001 | 11,701,302 |
Weighted average warrants (equity) (in shares) | 0 | 534,137 |
Weighted average warrants (liabilities) (in shares) | 0 | 237,518 |
Weighted average options (in shares) | 0 | 324,839 |
Weighted average shares outstanding - diluted (in shares) | 13,689,001 | 12,797,796 |
Basic (in dollars per share) | $ (8.41) | $ 3.47 |
Diluted (in dollars per share) | $ (8.45) | $ 2.42 |
EARNING PER SHARE - Schedule _2
EARNING PER SHARE - Schedule Of Anti Dilutive Securities Excluded From Computation Of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS (in shares) | 405,191 | 322,008 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS (in shares) | 139,650 | 245,032 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share equivalents excluded from EPS (in shares) | 238,275 | 72,459 |
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 | 4,517 |
FINANCING LIABILITY - Narrative
FINANCING LIABILITY - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 29, 2022 USD ($) | Dec. 31, 2023 USD ($) lease_renewal_option financeLease | |
Lessee, Lease, Description [Line Items] | ||
Lease term | 20 years | |
Number of finance lease renewal options | lease_renewal_option | 3 | |
Lease renewal term | 10 years | |
Number of finance leases | financeLease | 2 | |
Repurchased for real estate | $ | $ 24.5 | $ 0 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease implied interest rate | 5% | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease implied interest rate | 7.90% |
FINANCING LIABILITY- Schedule o
FINANCING LIABILITY- Schedule of Financing Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Financing liability | $ 93,978 | $ 92,160 |
Debt discount | (104) | (109) |
Financing liability, net of debt discount | 93,874 | 92,051 |
Less: current portion | 2,473 | 2,281 |
Financing liability, non-current portion | $ 91,401 | $ 89,770 |
FINANCING LIABILITY - Schedule
FINANCING LIABILITY - Schedule of Principal and Interest Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Principal | $ 2,177 | $ 2,212 |
Interest | $ 6,021 | $ 7,029 |
FINANCING LIABILITY - Schedul_2
FINANCING LIABILITY - Schedule of Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Principal | |
2024 | $ 2,473 |
2025 | 2,826 |
2026 | 3,201 |
2027 | 3,616 |
2028 | 4,064 |
Thereafter | 77,798 |
Future minimum principal payments due | 93,978 |
Interest | |
2024 | 6,410 |
2025 | 6,231 |
2026 | 6,027 |
2027 | 5,797 |
2028 | 5,536 |
Thereafter | 35,333 |
Future minimum payments due, undiscounted excess amount | 65,334 |
Total Payment | |
2024 | 8,883 |
2025 | 9,057 |
2026 | 9,228 |
2027 | 9,413 |
2028 | 9,600 |
Thereafter | 113,131 |
Future minimum payments due | $ 159,312 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) operatingLease lease_renewal_option | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of operating leases | operatingLease | 35 | |
Lessee, operating lease, number of renewal options | lease_renewal_option | 1 | |
Operating lease, weighted average remaining lease term | 6 years 2 months 12 days | |
Operating lease, weighted average discount rate | 5.30% | |
Operating lease costs | $ | $ 6.8 | $ 6.6 |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, renewal term (in years) | 50 years |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 6,629 |
2025 | 5,618 |
2026 | 4,374 |
2027 | 4,335 |
2028 | 4,191 |
Thereafter | 7,257 |
Total lease payments | 32,404 |
Less: Imputed interest | 4,886 |
Present value of lease liabilities | $ 27,518 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 29, 2023 USD ($) | Jul. 24, 2023 USD ($) mortgage | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 08, 2024 | Jul. 18, 2023 | Feb. 21, 2023 USD ($) | Feb. 20, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Maximum leverage ratio | 3 | ||||||||
Long-term debt outstanding | $ 62,570,000 | $ 13,738,000 | |||||||
Coliseum | |||||||||
Debt Instrument [Line Items] | |||||||||
Related party, ownership percentage | 57 | ||||||||
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 | ||||||||
Interest at a fixed rate , per annum | 12% | ||||||||
Debt instrument principal amount | $ 35,000,000 | ||||||||
Debt instrument, paid-in-kind interest rate | 14% | ||||||||
Debt issuance costs | $ 2,000,000 | ||||||||
Debt instrument, prepayment penalty percentage one | 1% | ||||||||
Debt instrument, prepayment penalty percentage two | 2% | ||||||||
Debt instrument, event of default, increase in interest rate | 7% | ||||||||
Term Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of mortgages | mortgage | 2 | ||||||||
Proceeds from term loan | $ 29,300,000 | ||||||||
Term Loan Agreement | Knoxville | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest at a fixed rate , per annum | 6.85% | ||||||||
Term Loan Agreement | Murfreesboro | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest at a fixed rate , per annum | 7.10% | ||||||||
M&T Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 369,000,000 | ||||||||
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 | $ 49,500,000 | ||||||||
Line of credit facility, interest rate (as a percent) | 8.35% | ||||||||
Line of credit facility, commitment fee (as a percent) | 0.15% | ||||||||
M&T Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap 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 | Secured Overnight Financing Rate (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 | Secured Overnight Financing Rate (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% | ||||||||
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 | $ 446,800,000 | ||||||||
Line of credit facility, interest rate (as a percent) | 7.50% | ||||||||
Line of credit facility, commitment fee (as a percent) | 0.15% | ||||||||
M&T Floor Plan Line of Credit | Fed Funds Effective Rate Overnight Index Swap 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 | Secured Overnight Financing Rate (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 | Secured Overnight Financing Rate (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 First Amendment to the Second Amended and Restated Credit Agreement and Consent | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Total net leverage ratio | 3 |
Debt - Schedule of Floor Plan N
Debt - Schedule of Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Floor plan notes payable, gross | $ 64,870 | $ 13,787 |
Debt Discount | (2,300) | (49) |
Total | 62,570 | 13,738 |
M&T Floor Plan Line of Credit | Notes Payable to Banks | ||
Debt Instrument [Line Items] | ||
Floor plan notes payable, gross | 447,647 | 349,117 |
Debt Discount | (864) | (382) |
Total | $ 446,783 | $ 348,735 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Gross Principal Amount | $ 64,870 | $ 13,787 |
Debt Discount | (2,300) | (49) |
Total | 62,570 | 13,738 |
Gross Principal Amount, current portion | 1,141 | 3,607 |
Debt Discount, current portion | 0 | 0 |
Total Debt, Net of Debt Discount, current portion | 1,141 | 3,607 |
Gross Principal Amount, Long term debt, non-current | 63,729 | 10,180 |
Debt Discount, Long term debt, non-current | (2,300) | (49) |
Total Debt, Net of Debt Discount, Long term debt, non-current | $ 61,429 | $ 10,131 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 1,141 | |
2025 | 1,205 | |
2026 | 35,826 | |
2027 | 886 | |
2028 | 950 | |
Thereafter | 24,862 | |
Gross Principal Amount | $ 64,870 | $ 13,787 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 539 | $ 13,389 |
State | (21) | 3,922 |
Current: Income tax expense | 518 | 17,311 |
Deferred: | ||
Federal | (24,307) | 1,651 |
State | (6,673) | 221 |
Deferred: Income tax expense | (30,980) | 1,872 |
Income tax expense | $ (30,462) | $ 19,183 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Taxes Calculated Using Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Income taxes at statutory rate | $ (29,543) | $ 17,971 |
Non-deductible expense | 66 | 55 |
State income taxes, net of federal tax effect | (4,826) | 3,329 |
Stock-based compensation and officer compensation | 49 | 450 |
Change in fair value of warrant liabilities | (180) | (2,615) |
Impairment of Goodwill | 4,502 | 0 |
Other credits and changes in estimate | (530) | (7) |
Income tax expense | $ (30,462) | $ 19,183 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Income taxes at statutory rate | 21% | 21% |
Non-deductible expense | 0% | 0.10% |
State income taxes, net of federal tax effect | 3.40% | 3.80% |
Stock-based compensation and officer compensation | 0% | 0.60% |
Change in fair value of warrant liabilities | 0.10% | (3.00%) |
Impairment of Goodwill | (3.20%) | 0% |
Other credits and changes in estimate | 0.40% | (0.10%) |
Income tax (benefit) expense | 21.70% | 22.40% |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accounts receivable | $ 120 | $ 167 |
Accrued charge-backs | 2,199 | 2,093 |
Other accrued liabilities | 372 | 639 |
Goodwill | 22,677 | 0 |
Financing liability | 15,682 | 16,448 |
Operating lease liability | 6,912 | 8,039 |
Stock-based compensation | 468 | 523 |
Net operating losses | 2,432 | 0 |
Interest expense limitation | 2,528 | 0 |
Other, net | 219 | 139 |
Deferred tax assets | 53,609 | 28,048 |
Deferred tax liabilities: | ||
Prepaid expenses | (507) | (649) |
Goodwill | 0 | (1,908) |
Inventories | (6,035) | (6,873) |
Property and equipment | (13,817) | (14,747) |
Right of use asset | (6,626) | (8,039) |
Intangible assets | (11,180) | (11,368) |
Deferred tax liabilities | (38,165) | (43,584) |
Net deferred tax asset (liability) | $ (15,536) | |
Net deferred tax asset (liability) | $ 15,444 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, amount | $ 1.2 | $ 1.7 |
PREFERRED STOCK - Narrative (De
PREFERRED STOCK - Narrative (Details) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2018 USD ($) d $ / shares shares | Dec. 31, 2023 USD ($) d boardMember shares | |
Subsidiary, Sale of Stock [Line Items] | ||
Preferred stock conversion price (in dollars per share) | $ / shares | $ 9.72 | |
Preferred stock dividend payment variable rate | 2% | |
Preferred stock dividend rate percentage, cash flow to debt ratio is greater than EBITDA | 11% | |
Unrestricted cash flow to debt ratio | 2.25 | |
Preferred stock dividend rate percentage, cash flow to debt ratio is less than EBITDA | 8% | |
Share price (in dollars per share) | $ / shares | $ 10.29 | |
Beneficial conversion | $ | $ 3,400,000 | |
Reduction in preferred stock | $ | $ 2,000,000 | |
Dividends added To carrying amount of preferred stock | $ | $ 1,200,000 | |
Measurement Input, Expected Term | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant term | 5 years | |
Measurement Input, Price Volatility | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants fair value assumptions, measurement input | 0.39 | |
Measurement Input, Risk Free Interest Rate | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants fair value assumptions, measurement input | 0.0261 | |
Measurement Input, Expected Dividend Rate | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants fair value assumptions, measurement input | 0 | |
Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant redemption price (in dollars per share) | $ / shares | $ 0.01 | |
Common Stock | Exceeds Price Point | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock market price (in dollars per share) | $ / shares | $ 24 | |
Number of trading days above threshold common stock price within trading day period to allow call for redemption of warrants | d | 20 | |
Number of days in the trading period | d | 30 | |
Placement Agent | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrant term | 5 years | |
Warrant to purchase common shares (in shares) | shares | 178,882 | |
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | |
Aggregate offering costs | $ | $ 3,000,000 | |
Placement Agent | Warrants (liabilities) | ||
Subsidiary, Sale of Stock [Line Items] | ||
Fair value of warrants | $ | $ 632,000 | |
Series A Preferred Stock One | ||
Subsidiary, Sale of Stock [Line Items] | ||
Preferred stock dividend rate percentage | 10% | |
Weighted average price (in dollars per share) | $ / shares | $ 25 | |
Number of consecutive trading days with common stock price above $25 to force conversion of Series A preferred stock | d | 30 | |
Number of board members designated by Series A preferred stock | boardMember | 2 | |
Warrant term | 5 years | |
Warrant to purchase common shares (in shares) | shares | 596,273 | |
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock consideration | $ | $ 94,800,000 | |
Private Placement | Series A Preferred Stock One | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued (in shares) | shares | 600,000 | |
Number of shares issued, value | $ | $ 60,000,000 | |
Preferred stock conversion price (in dollars per share) | $ / shares | $ 10.0625 | |
Preferred stock dividend rate percentage | 8% | |
Issue price of preferred stock | $ | $ 100,000 | |
Private Placement | Series A Preferred Stock One | Board of Directors | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of preferred stock owned (in shares) | shares | 500,000 |
STOCKHOLDERS_ EQUITY - Narrativ
STOCKHOLDERS’ EQUITY - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Jun. 09, 2022 shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 15, 2022 USD ($) | Sep. 13, 2021 USD ($) | May 20, 2019 shares | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock voting right per share | vote | 1 | |||||
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 | |||||
Number of shares authorized to be purchased, amount (in shares) | $ | $ 50 | $ 25 | ||||
Treasury share, remaining capital shares reserved for issuance, amount | $ | $ 63.4 | |||||
Purchase price per share under the Plan as a percentage of fair value (percent) | 85% | |||||
Unrecognized stock based compensation | $ | $ 0.1 | |||||
Unrecognized weighted period (in years) | 2 years 1 month 17 days | |||||
Non-Redeemable Pre-Funded Warrant | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of warrants (in shares) | 300,357 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | |||||
ESPP | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of common shares reserved for future issuance (in shares) | 900,000 | |||||
Remaining capital shares reserved for issuance | 608,294 | |||||
Shares issued pursuant to the Employee Stock Purchase Plan (in shares) | 49,963 | |||||
2018 Plan | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of common shares reserved for future issuance (in shares) | 4,934,566 | 1,091,427 | 600,000 | |||
Maximum percentage on options may be issued | 18% | |||||
Additional shares approved (in shares) | 510,000 |
STOCKHOLDERS_ EQUITY - Schedule
STOCKHOLDERS’ EQUITY - Schedule of Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Repurchase of treasury stock (in shares) | 9,433 | 2,695,477 |
Weighted average per share purchase price (in dollars per share) | $ 11.56 | $ 16.51 |
Total purchase price (in thousands) | $ 109 | $ 44,504 |
STOCKHOLDERS_ EQUITY - Schedu_2
STOCKHOLDERS’ EQUITY - Schedule of ESPP Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation | $ 2,249 | $ 2,813 |
ESPP | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares purchased pursuant to the ESPP (in shares) | 49,963 | |
Weighted average per share price of shares purchased (in dollars per share) | $ 9.72 | |
Weighted average per share discount from market value for shares purchased (in dollars per share) | $ 1.46 | |
Stock-based compensation | $ 179,671 |
STOCKHOLDERS_ EQUITY - Schedu_3
STOCKHOLDERS’ EQUITY - Schedule of Warrants Activity (Details) - PIPE Warrants | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Class of Warrant or Right Outstanding [Roll Forward] | |
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 |
Cancelled or Expired (in dollars per share) | $ / shares | 11.50 |
Exercised (in dollars per share) | $ / shares | 11.50 |
Warrants, Outstanding at the end of the period (in dollars per share) | $ / shares | $ 0 |
STOCKHOLDERS_ EQUITY - Schedu_4
STOCKHOLDERS’ EQUITY - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 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) | (600,418) | |
Exercised (in shares) | (169,061) | |
Options, outstanding at the end of the period (in shares) | 376,940 | 1,052,093 |
Options vested (in shares) | 302,585 | |
Options vested and expected to vest (in shares) | 376,940 | |
Weighted Average Exercise Price | ||
Options, outstanding at the beginning of the period (in dollars per share) | $ 12.34 | |
Granted (in dollars per share) | 12.38 | |
Cancelled or terminated (in dollars per share) | 14.06 | |
Exercised (in dollars per share) | 8.07 | |
Options, outstanding at the end of the period (in dollars per share) | 11.21 | $ 12.34 |
Options vested (in dollars per share) | $ 10.73 | |
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 28 days | 2 years 3 months 3 days |
Weighted Average Remaining Contractual Life, Options Vested (in years) | 11 months 8 days | |
Aggregate Intrinsic Value, options outstanding | $ (2) | $ (427) |
Aggregate Intrinsic Value, options vested | $ (2) |
STOCKHOLDERS_ EQUITY - Schedu_5
STOCKHOLDERS’ EQUITY - Schedule of Restricted Stock Unit Activity (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Restricted Stock Units | |
Outstanding at the beginning of the period (in shares) | shares | 207,822 |
Granted (in shares) | shares | 323,679 |
Vested (in shares) | shares | (110,661) |
Forfeited (in shares) | shares | (182,565) |
Outstanding at the end of the period (in shares) | shares | 238,275 |
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 | 15.35 |
Forfeited (in dollars per share) | $ / shares | 12.32 |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 13.35 |
STOCKHOLDERS_ EQUITY - Schedu_6
STOCKHOLDERS’ EQUITY - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 2,249 | $ 1,977 |
ESPP | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock based compensation expense | 180 | 280 |
2018 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 2,069 | $ 1,697 |
STOCKHOLDERS_ EQUITY - Schedu_7
STOCKHOLDERS’ EQUITY - Schedule of Fair Value of Options Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2023 | |
ESPP | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk free interest rate, minimum | 4.65% |
Risk free interest rate, maximum | 4.65% |
Expected volatility, minimum | 50% |
Expected volatility, maximum | 52% |
Expected dividends | 0% |
2018 Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 4% |
Expected term (years) | 6 years |
Expected volatility | 70% |
Expected dividends | 0% |
Minimum | ESPP | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 6 months |
Maximum | ESPP | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 1 year |
STOCKHOLDERS_ EQUITY - Schedu_8
STOCKHOLDERS’ EQUITY - Schedule of Other Information Related to Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Per share weighted average grant date fair value of awards issued (in dollars per share) | $ 12.14 | $ 4.28 |
Intrinsic value of stock options exercised (in millions) | $ 0.6 | $ 1.6 |
Current tax benefit related to stock-based awards (in millions) | $ 0.3 | $ 0.1 |
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 |
Public PIPE warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 742 |
Public PIPE warrants | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 742 |
Public PIPE warrants | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Public PIPE warrants | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Private PIPE warrants | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 164 |
Private PIPE warrants | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Private PIPE warrants | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 0 |
Private PIPE 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 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value beginning | $ 164 | $ 1,690 |
Measurement adjustment | (164) | (1,526) |
Fair value ending | $ 0 | $ 164 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Term Loan | Dec. 29, 2023 USD ($) |
Related Party Transaction [Line Items] | |
Debt instrument principal amount | $ 35,000,000 |
Majority Shareholder | |
Related Party Transaction [Line Items] | |
Debt instrument principal amount | $ 35,000,000 |