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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): |
May
15, 2024 |
LAZYDAYS
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38424 |
|
82-4183498 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4042
Park Oaks Blvd., Suite 350, Tampa, Florida |
|
33610 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code |
|
(813)
246-4999 |
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock |
|
LAZY |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition
On
May 15, 2024, Lazydays Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter
ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1.
The
information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under
that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
LAZYDAYS
HOLDINGS, INC. |
|
|
|
May
15, 2024 |
By |
/s/
Kelly Porter |
Date |
|
Kelly
Porter |
|
|
Chief
Financial Officer |
Exhibit
99.1
LAZYDAYS
REPORTS FIRST QUARTER 2024 RESULTS
Tampa,
FL (May 15, 2024) – Lazydays (NasdaqCM: GORV) today reports results for the first quarter ended March 31, 2024.
John
North, Chief Executive Officer, commented, “As we discussed in March, we expected our results for the first quarter to reflect
a focus on both reducing the quantity and improving the health of vehicle inventory on hand. To that end, we made significant progress
in these areas and finished the first quarter with approximately 85% of our new inventory model year 2024. However, our expectation to
see increasing unit volumes in March and April as we entered the summer selling season did not materialize as we had hoped. We have continued
to focus on maintaining our healthy inventory position as model year 2025 units arrive while increasing our efforts to procure more used
units to augment our trade-ins and drive additional revenue opportunities. As of today, our new inventory is comprised of more than 90%
2024 and 2025 model year units, and we believe it is among the healthiest in the industry.”
Commenting
on 2024, John stated, “Given the current market conditions and the larger than expected losses in the first quarter, for the full
year we anticipate a pre-tax loss but both positive EBITDA and adjusted operational cash flow. I want to personally thank our operational
team in the field for remaining upbeat and focused on pursuing every opportunity we can identify in the market today. While we are navigating
the current economic environment alongside our OEM partners and competing dealers, we strongly believe in the earnings power of our store
base and look forward to unlocking its full earnings potential as the industry recovers.”
Total
revenue for the first quarter was $270.6 million compared to $295.7 million for the same period in 2023.
Net
loss for the first quarter was $22.0 million compared to a net loss of $0.3 million for the same period in 2023. Adjusted net loss, a
non-GAAP measure, was $21.4 million compared to adjusted net income of $1.2 million for the same period in 2023. Net loss per diluted
share was $1.67 compared to net loss per diluted share of $0.17 for the same period in 2023. Adjusted net loss per diluted share was
$1.63 compared to net income per diluted share of $0.00 for the same period in 2023.
Adjusted
results for the first quarter of 2024 exclude a net non-core charge of $0.04 per diluted share related to our LIFO adjustment, transaction
costs, and severance and transition costs. Adjusted results for the first quarter of 2023 exclude a net non-core charge of $0.17 per
diluted share related to the effects of changes in fair value of warrant liabilities, our LIFO adjustment, an impairment charge, acquisition
expenses and severance and transition costs.
Balance
Sheet Update
Earlier
this week, we executed an amendment to our syndicated credit facility providing us with additional covenant flexibility through the first
quarter of 2025.
To
facilitate the amendment, we agreed to raise an additional $15 million. Following the process outlined below, we negotiated a $15
million increase in the mortgage loan facility we established in December, funded by clients of Coliseum Capital Management. The
terms of the incremental advance are substantially similar to the terms of the existing mortgage loan facility and is secured by the
inclusion of another dealership facility into the collateral pool. We intend to use $5 million of the proceeds from the advance to
pay down a portion of the revolver under our syndicated credit facility, with the remaining $10 million available for general
corporate purposes. In connection with the incremental advance, Lazydays issued warrants to clients of Coliseum Capital Management
to purchase 2,000,000 shares of common stock at a price of $5.25 per share, subject to certain adjustments.
Our
board of directors established a special committee of independent directors and delegated to the special committee authority to evaluate and negotiate financing options as part of the amendment process. The special
committee was advised by Richards Layton & Finger, P.A. and Holland & Knight LLP, and also obtained certain external financial
market advice. Upon reviewing available alternatives, the special committee unanimously approved the increase to the size of the mortgage
loan facility and related warrant issuance.
Kelly
Porter, Chief Financial Officer, stated, “We appreciate the continued flexibility from our syndicated lenders, as well as the
increased support we received from Coliseum. With cash on hand of $39 million as of today, inclusive of the additional funding
provided by Coliseum, and the capacity to generate an estimated $45 million of additional mortgage loan proceeds as we refinance
locations at a 75% loan-to-value, we believe we have a strong foundation on which to navigate the current macroeconomic
environment.”
Conference
Call Information
We
have scheduled a conference call at 8:30 AM Eastern Time on Thursday, May 16, 2024 that will also be broadcast live over the internet.
The
conference call may be accessed by telephone at (877) 407-8029 / +1 (201) 689-8029. To listen live on our website or for replay, visit
https://www.lazydays.com/investor-relations.
About
Lazydays
Lazydays
has been a prominent player in the RV industry since our inception in 1976, earning a stellar reputation for delivering exceptional RV
sales, service, and ownership experiences. Our commitment to excellence has led to enduring relationships with RVers and their families
who rely on us for all of their RV needs.
With
a strategic approach to rapid expansion, we are growing our network through both acquisitions and new builds. Our wide selection of RV
brands from top manufacturers, state-of-the-art service facilities, and an extensive range of accessories and parts ensure that Lazydays
is the go-to destination for RV enthusiasts seeking everything they need for their journeys on the road. Whether you’re a seasoned
RVer or just starting your adventure, our dedicated team is here to provide outstanding support and guidance, making your RV lifestyle
truly extraordinary.
Lazydays
is a publicly listed company on the Nasdaq stock exchange under the ticker “GORV.”
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the “Safe-Harbor” provisions of the
Private Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding our goals, plans, projections
and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and
business strategy, and often contain words such as “project,” “outlook,” “expect,” “anticipate,”
“intend,” “plan,” “believe,” “estimate,” “may,” “seek,” “would,”
“should,” “likely,” “goal,” “strategy,” “future,” “maintain,”
“continue,” “remain,” “target” or “will” and similar references to future periods. Examples
of forward-looking statements in this press release include, among others, statements regarding:
|
● |
Our efforts to procure
more used units; |
|
● |
First quarter and full
year 2024 results; |
|
● |
The earnings power of
our store base, and our unlocking of its full earnings potential; |
|
● |
Our use of funds from
the transaction with Coliseum Capital Management; |
|
● |
Our ability to generate
additional mortgage loan proceeds; and |
|
● |
Our foundation to navigate
the current macroeconomic environment. |
By
their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that
may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and our actual results of operations,
financial condition and liquidity and development of the industry in which we operate may differ materially from those made in or suggested
by the forward-looking statements in this press release. The risks and uncertainties that could cause actual results to differ materially
from estimated or projected results include, without limitation, future economic and financial conditions (both nationally and locally),
changes in customer demand, our relationship with, and the financial and operational stability of, vehicle manufacturers and other suppliers,
risks associated with our indebtedness (including available borrowing capacity, compliance with financial covenants and ability to refinance
or repay indebtedness on favorable terms), acts of God or other incidents which may adversely impact our operations and financial performance,
government regulations, legislation and others set forth throughout “Part II, Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and in “Part I, Item 1A. Risk Factors” of our most recent Annual
Report on Form 10-K, and from time to time in our other filings with the SEC. We urge you to carefully consider this information and
not place undue reliance on forward-looking statements. We undertake no duty to update our forward-looking statements, including our
earnings outlook, which are made as of the date of this release.
Non-GAAP
Financial Measures
This
press release contains non-GAAP financial measures such as EBITDA, adjusted cash flow from operations, adjusted costs applicable to revenue,
adjusted net income (loss), adjusted net income (loss) per diluted share, adjusted income (loss) before income taxes, adjusted SG&A,
and adjusted income (loss) from operations. Non-GAAP measures do not have definitions under GAAP and may be defined differently by and
not comparable to similarly titled measures used by other companies. As a result, we review any non-GAAP financial measures in connection
with a review of the most directly comparable measures calculated in accordance with GAAP. We caution you not to place undue reliance
on such non-GAAP measures, and also to consider them with the most directly comparable GAAP measures. We present cash flows from operations
in the following tables, adjusted to include the change in non-trade floor plan debt to improve the visibility of cash flows related
to vehicle financing. As required by SEC rules, we have reconciled these measures to the most directly comparable GAAP measures in the
attachments to this release. We believe the non-GAAP financial measures we present improve the transparency of our disclosures; provide
a meaningful presentation of our results from core business operations, because they exclude items not related to core business operations
and other non-cash items; and improve the period-to-period comparability of our results from core business operations. These presentations
should not be considered an alternative to GAAP measures.
In
addition, we have not reconciled our fiscal year 2024 EBITDA or adjusted operational cash flow expectations. These are provided on a
non-GAAP basis and cannot be reconciled to the closest GAAP measures without unreasonable effort because of the unpredictability of the
amounts and timing of events affecting the items we exclude from non-GAAP measures.
Contact:
investors@lazydays.com
Results
of Operations
| |
Three Months Ended March 31, | | |
Variance | |
(In thousands except share and per share amounts) | |
2024 | | |
2023 | | |
% | |
Revenues | |
| | | |
| | | |
| | |
New vehicle retail | |
$ | 152,691 | | |
$ | 176,747 | | |
| (13.6 | )% |
Pre-owned vehicle retail | |
| 79,576 | | |
| 84,775 | | |
| (6.1 | )% |
Vehicle wholesale | |
| 6,249 | | |
| 1,708 | | |
| NM | |
Finance and insurance | |
| 18,329 | | |
| 16,881 | | |
| 8.6 | % |
Service, body and parts and other | |
| 13,741 | | |
| 15,545 | | |
| (11.6 | )% |
Total revenues | |
| 270,586 | | |
| 295,656 | | |
| (8.5 | )% |
Cost applicable to revenues | |
| | | |
| | | |
| | |
New vehicle retail | |
| 147,055 | | |
| 153,331 | | |
| (4.1 | )% |
Pre-owned vehicle retail | |
| 70,199 | | |
| 67,528 | | |
| 4.0 | % |
Vehicle wholesale | |
| 8,460 | | |
| 1,721 | | |
| NM | |
Finance and insurance | |
| 693 | | |
| 693 | | |
| — | % |
Service, body and parts and other | |
| 6,287 | | |
| 7,181 | | |
| (12.4 | )% |
LIFO | |
| 126 | | |
| 1,311 | | |
| NM | |
Total cost applicable to revenues | |
| 232,820 | | |
| 231,765 | | |
| 0.5 | % |
Gross profit | |
| 37,766 | | |
| 63,891 | | |
| (40.9 | )% |
Depreciation and amortization | |
| 5,461 | | |
| 4,403 | | |
| 24.0 | % |
Selling, general, and administrative expenses | |
| 48,886 | | |
| 53,532 | | |
| (8.7 | )% |
(Loss) income from operations | |
| (16,581 | ) | |
| 5,956 | | |
| (378.4 | )% |
Other income (expense): | |
| | | |
| | | |
| | |
Floor plan interest expense | |
| (7,676 | ) | |
| (5,531 | ) | |
| 38.8 | % |
Other interest expense | |
| (4,523 | ) | |
| (1,700 | ) | |
| 166.1 | % |
Change in fair value of warrant liabilities | |
| — | | |
| 856 | | |
| (100.0 | )% |
Total other expense, net | |
| (12,199 | ) | |
| (6,375 | ) | |
| 91.4 | % |
Loss before income taxes | |
| (28,780 | ) | |
| (419 | ) | |
| NM | |
Income tax benefit | |
| 6,800 | | |
| 143 | | |
| NM | |
Net loss | |
| (21,980 | ) | |
| (276 | ) | |
| NM | |
Dividends on Series A Convertible Preferred Stock | |
| (1,984 | ) | |
| (1,184 | ) | |
| 67.6 | % |
Net loss and comprehensive loss attributable to common stock and participating securities | |
$ | (23,964 | ) | |
$ | (1,460 | ) | |
| NM | |
| |
| | | |
| | | |
| | |
Loss per share: | |
| | | |
| | | |
| | |
Basic | |
$ | (1.67 | ) | |
$ | (0.12 | ) | |
| 1,291.7 | % |
Diluted | |
$ | (1.67 | ) | |
$ | (0.17 | ) | |
| 882.4 | % |
Weighted average shares outstanding: | |
| | | |
| | | |
| | |
Basic | |
| 14,368,677 | | |
| 11,988,899 | | |
| | |
Diluted | |
| 14,368,677 | | |
| 11,988,899 | | |
| | |
*NM
- not meaningful
Total
Results Summary
| |
Three Months Ended March 31, | | |
Variance | |
| |
2024 | | |
2023 | | |
% | |
Gross profit margins | |
| | | |
| | | |
| | |
New vehicle retail | |
| 3.7 | % | |
| 13.2 | % | |
| (950 | )bps |
Pre-owned vehicle retail | |
| 11.8 | % | |
| 20.3 | % | |
| (850 | )bps |
Vehicle wholesale | |
| (35.4 | )% | |
| (0.8 | )% | |
| NM | bps |
Finance and insurance | |
| 96.2 | % | |
| 95.9 | % | |
| 30 | bps |
Service, body and parts and other | |
| 54.2 | % | |
| 53.8 | % | |
| 40 | bps |
Total gross profit margin | |
| 14.0 | % | |
| 21.6 | % | |
| (760 | )bps |
Total gross profit margin (excluding LIFO) | |
| 14.0 | % | |
| 22.1 | % | |
| NM | bps |
| |
| | | |
| | | |
| | |
Retail units sold | |
| | | |
| | | |
| | |
New vehicle retail | |
| 2,055 | | |
| 1,980 | | |
| 3.8 | % |
Pre-owned vehicle retail | |
| 1,466 | | |
| 1,304 | | |
| 12.4 | % |
Total retail units sold | |
| 3,521 | | |
| 3,284 | | |
| 7.2 | % |
| |
| | | |
| | | |
| | |
Average selling price per retail unit | |
| | | |
| | | |
| | |
New vehicle retail | |
$ | 74,263 | | |
$ | 89,266 | | |
| (16.8 | )% |
Pre-owned vehicle retail | |
| 54,281 | | |
| 65,012 | | |
| (16.5 | )% |
| |
| | | |
| | | |
| | |
Average gross profit per retail unit (excluding LIFO) | |
| | | |
| | | |
| | |
New vehicle retail | |
$ | 2,704 | | |
$ | 11,826 | | |
| (77.1 | )% |
Pre-owned vehicle retail | |
| 6,396 | | |
| 13,227 | | |
| (51.6 | )% |
Finance and insurance | |
| 4,919 | | |
| 4,929 | | |
| (0.2 | )% |
| |
| | | |
| | | |
| | |
Revenue mix | |
| | | |
| | | |
| | |
New vehicle retail | |
| 56.4 | % | |
| 59.8 | % | |
| | |
Pre-owned vehicle retail | |
| 29.4 | % | |
| 28.7 | % | |
| | |
Vehicle wholesale | |
| 2.3 | % | |
| 0.6 | % | |
| | |
Finance and insurance | |
| 6.8 | % | |
| 5.7 | % | |
| | |
Service, body and parts and other | |
| 5.1 | % | |
| 5.3 | % | |
| | |
| |
| 100.0 | % | |
| 100.0 | % | |
| | |
| |
| | | |
| | | |
| | |
Gross profit mix | |
| | | |
| | | |
| | |
New vehicle retail | |
| 14.9 | % | |
| 36.6 | % | |
| | |
Pre-owned vehicle retail | |
| 24.8 | % | |
| 27.0 | % | |
| | |
Vehicle wholesale | |
| (5.9 | )% | |
| — | % | |
| | |
Finance and insurance | |
| 46.7 | % | |
| 25.3 | % | |
| | |
Service, body and parts and other | |
| 19.7 | % | |
| 13.1 | % | |
| | |
LIFO | |
| (0.3 | )% | |
| (2.1 | )% | |
| | |
| |
| 100.0 | % | |
| 100.0 | % | |
| | |
Other
Metrics
| |
Adjusted | | |
As Reported | |
| |
Three Months Ended March 31, | | |
Three Months Ended March 31, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
SG&A as a % of revenue | |
| 17.8 | % | |
| 17.6 | % | |
| 18.1 | % | |
| 18.1 | % |
SG&A as % of gross profit, excluding LIFO | |
| 127.6 | % | |
| 79.7 | % | |
| 129.3 | % | |
| 82.1 | % |
(Loss) income from operations as a % of revenue | |
| (5.8 | )% | |
| 3.0 | % | |
| (6.1 | )% | |
| 2.0 | % |
(Loss) income from operations as a % of gross profit, excluding LIFO | |
| (41.8 | )% | |
| 13.5 | % | |
| (43.9 | )% | |
| 9.1 | % |
(Loss) income before income taxes as % of revenue | |
| (10.3 | )% | |
| 0.5 | % | |
| (10.6 | )% | |
| NM | |
Net (loss) income as a % of revenue | |
| (7.9 | )% | |
| 0.4 | % | |
| (10.6 | )% | |
| NM | |
*NM
- not meaningful
Other
Highlights
| |
March 31, 2024 | | |
December 31, 2023 | |
Store Count | |
| | | |
| | |
Dealerships | |
| 25 | | |
| 24 | |
| |
| | | |
| | |
Days Supply* | |
| | | |
| | |
New vehicle inventory | |
| 195 | | |
| 380 | |
Pre-owned vehicle inventory | |
| 64 | | |
| 132 | |
*Days
supply calculated based on current inventory levels and a 90-day historical average cost of sales level.
Financial
Covenants
| |
Requirement | | |
March 31, 2024 | |
Current ratio (excluding LIFO reserve as of March 31, 2024) | |
| 1.05 | | |
| 1.07 | |
Minimum liquidity | |
| 30,000,000 | | |
| 39,350,000 | |
Same-Store
Results Summary
| |
Three Months Ended March 31, | | |
Variance | |
($ in thousands except per vehicle data) | |
2024 | | |
2023 | | |
% | |
Revenues | |
| | | |
| | | |
| | |
New vehicle retail | |
$ | 130,744 | | |
$ | 167,966 | | |
| (22.2 | )% |
Pre-owned vehicle retail | |
| 66,715 | | |
| 81,961 | | |
| (18.6 | )% |
Vehicle wholesale | |
| 5,046 | | |
| 1,708 | | |
| NM | |
Finance and insurance | |
| 15,221 | | |
| 16,129 | | |
| (5.6 | )% |
Service, body and parts and other | |
| 11,866 | | |
| 14,950 | | |
| (20.6 | )% |
Total revenues | |
| 229,592 | | |
| 282,714 | | |
| (18.8 | )% |
| |
| | | |
| | | |
| | |
Gross profit | |
| | | |
| | | |
| | |
New vehicle retail | |
| 4,816 | | |
| 22,336 | | |
| (78.4 | )% |
Pre-owned vehicle retail | |
| 7,729 | | |
| 16,672 | | |
| (53.6 | )% |
Vehicle wholesale | |
| (1,526 | ) | |
| (13 | ) | |
| NM | |
Finance and insurance | |
| 14,615 | | |
| 15,466 | | |
| (5.5 | )% |
Service, body and parts and other | |
| 6,511 | | |
| 8,032 | | |
| (18.9 | )% |
LIFO | |
| (126 | ) | |
| (1,311 | ) | |
| NM | |
Total gross profit | |
| 32,019 | | |
| 61,182 | | |
| (47.7 | )% |
| |
| | | |
| | | |
| | |
Gross profit margins | |
| | | |
| | | |
| | |
New vehicle retail | |
| 3.7 | % | |
| 13.3 | % | |
| (960 | )bps |
Pre-owned vehicle retail | |
| 11.6 | % | |
| 20.3 | % | |
| (870 | )bps |
Vehicle wholesale | |
| (30.2 | )% | |
| (0.8 | )% | |
| NM | bps |
Finance and insurance | |
| 96.0 | % | |
| 95.9 | % | |
| 10 | bps |
Service, body and parts and other | |
| 54.9 | % | |
| 53.7 | % | |
| 120 | bps |
Total gross profit margin | |
| 13.9 | % | |
| 21.6 | % | |
| (770 | )bps |
Total gross profit margin (excluding LIFO) | |
| 14.0 | % | |
| 22.1 | % | |
| NM | bps |
| |
| | | |
| | | |
| | |
Retail units sold | |
| | | |
| | | |
| | |
New vehicle retail | |
| 1,636 | | |
| 1,841 | | |
| (11.1 | )% |
Pre-owned vehicle retail | |
| 1,190 | | |
| 1,248 | | |
| (4.6 | )% |
Total retail units sold | |
| 2,826 | | |
| 3,089 | | |
| (8.5 | )% |
| |
| | | |
| | | |
| | |
Average selling price per retail unit | |
| | | |
| | | |
| | |
New vehicle retail | |
$ | 79,917 | | |
$ | 91,236 | | |
| (12.4 | )% |
Pre-owned vehicle retail | |
| 56,063 | | |
| 65,674 | | |
| (14.6 | )% |
| |
| | | |
| | | |
| | |
Average gross profit per retail unit (excluding LIFO) | |
| | | |
| | | |
| | |
New vehicle retail | |
$ | 2,944 | | |
$ | 12,132 | | |
| (75.7 | )% |
Pre-owned vehicle retail | |
| 6,495 | | |
| 13,359 | | |
| (51.4 | )% |
Finance and insurance | |
| 5,172 | | |
| 5,007 | | |
| 3.3 | % |
Condensed
Consolidated Balance Sheets
(In thousands) | |
March 31, 2024 | | |
December 31, 2023 | |
Current assets | |
| | | |
| | |
Cash | |
| 39,350 | | |
| 58,085 | |
Receivables, net of allowance for doubtful accounts | |
| 27,244 | | |
| 22,694 | |
Inventories | |
| 346,645 | | |
| 456,087 | |
Income tax receivable | |
| 9,031 | | |
| 7,416 | |
Prepaid expenses and other | |
| 1,421 | | |
| 2,614 | |
Total current assets | |
| 423,691 | | |
| 546,896 | |
| |
| | | |
| | |
Long-term assets | |
| | | |
| | |
Property and equipment, net | |
| 271,273 | | |
| 265,726 | |
Operating lease assets | |
| 24,949 | | |
| 26,377 | |
Intangible assets, net | |
| 78,276 | | |
| 80,546 | |
Other assets | |
| 3,082 | | |
| 2,750 | |
Deferred income tax asset | |
| 20,476 | | |
| 15,444 | |
Total assets | |
$ | 821,747 | | |
$ | 937,739 | |
| |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Floor plan notes payable | |
| 357,832 | | |
| 446,783 | |
Revolving line of credit, current portion | |
| 10,000 | | |
| — | |
Other current liabilities | |
| 50,145 | | |
| 53,194 | |
Total current liabilities | |
| 417,977 | | |
| 499,977 | |
| |
| | | |
| | |
Long-term liabilities | |
| | | |
| | |
Financing liability, non-current portion, net | |
| 90,722 | | |
| 91,401 | |
Revolving line of credit, non-current portion | |
| 39,500 | | |
| 49,500 | |
Long-term debt, non-current portion, net | |
| 27,860 | | |
| 28,075 | |
Related party debt, non-current portion, net | |
| 32,917 | | |
| 33,354 | |
Other long-term liabilities | |
| 21,052 | | |
| 22,242 | |
Total liabilities | |
| 630,028 | | |
| 724,549 | |
| |
| | | |
| | |
Series A Convertible Preferred Stock | |
| 58,177 | | |
| 56,193 | |
Stockholders’ Equity | |
| 133,542 | | |
| 156,997 | |
Total liabilities and stockholders’ equity | |
$ | 821,747 | | |
$ | 937,739 | |
Condensed
Consolidated Statements of Cash Flows
| |
Three Months Ended March 31, | |
(In thousands) | |
2024 | | |
2023 | |
Operating Activities | |
| | | |
| | |
Net loss | |
$ | (21,980 | ) | |
$ | (276 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |
| | | |
| | |
Stock-based compensation | |
| 509 | | |
| 797 | |
Bad debt expense | |
| 58 | | |
| 7 | |
Depreciation and amortization of property and equipment | |
| 3,189 | | |
| 2,570 | |
Amortization of intangible assets | |
| 2,271 | | |
| 1,833 | |
Amortization of debt discount | |
| 74 | | |
| 91 | |
Non-cash operating lease (benefit) expense | |
| (30 | ) | |
| 22 | |
Loss on sale of property and equipment | |
| 29 | | |
| — | |
Deferred income taxes | |
| (5,032 | ) | |
| — | |
Change in fair value of warrant liabilities | |
| — | | |
| (856 | ) |
Impairment charges | |
| — | | |
| 538 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Receivables | |
| (4,608 | ) | |
| (3,359 | ) |
Inventories | |
| 109,442 | | |
| (33,650 | ) |
Prepaid expenses and other | |
| 1,193 | | |
| (2,766 | ) |
Income tax receivable/payable | |
| (1,612 | ) | |
| (146 | ) |
Other assets | |
| (333 | ) | |
| (603 | ) |
Accounts payable, accrued expenses and other current liabilities | |
| (2,930 | ) | |
| 6,966 | |
Total adjustments | |
| 102,220 | | |
| (28,556 | ) |
Net cash provided by (used in) operating activities | |
$ | 80,240 | | |
$ | (28,832 | ) |
| |
Three Months Ended March 31, | |
(In thousands) | |
2024 | | |
2023 | |
Net cash provided by (used in) operating activities, as reported | |
$ | 80,240 | | |
$ | (28,832 | ) |
Net repayments on floor plan notes payable | |
| (89,016 | ) | |
| (6,495 | ) |
Minus borrowings on floor plan notes payable associated with acquired new inventory | |
| — | | |
| (4,271 | ) |
Plus net increase to floor plan offset account | |
$ | — | | |
| 40,000 | |
Net cash (used in) provided by operating activities, as adjusted | |
$ | (8,776 | ) | |
$ | 402 | |
Reconciliation
of Non-GAAP Measures
| |
Three Months Ended March 31, 2024 | |
($ in thousands, except per share amounts) | |
As reported | | |
LIFO | | |
Transaction costs | | |
Severance and transition costs | | |
Adjusted | |
Costs applicable to revenue | |
$ | 232,820 | | |
$ | (126 | ) | |
$ | — | | |
$ | — | | |
$ | 232,694 | |
Selling, general and administrative expenses | |
| 48,886 | | |
| — | | |
| (557 | ) | |
| (92 | ) | |
| 48,237 | |
(Loss) income from operations | |
| (16,581 | ) | |
| 126 | | |
| 557 | | |
| 92 | | |
| (15,806 | ) |
(Loss) income before income taxes | |
$ | (28,780 | ) | |
$ | 126 | | |
$ | 557 | | |
$ | 92 | | |
$ | (28,005 | ) |
Income tax benefit (expense) | |
| 6,800 | | |
| (31 | ) | |
| (138 | ) | |
| (23 | ) | |
| 6,608 | |
Net (loss) income | |
$ | (21,980 | ) | |
$ | 95 | | |
$ | 419 | | |
$ | 69 | | |
$ | (21,397 | ) |
Dividends on Series A Convertible Preferred Stock | |
| (1,984 | ) | |
| — | | |
| — | | |
| — | | |
| (1,984 | ) |
Net loss and comprehensive loss attributable to common stock and participating securities | |
$ | (23,964 | ) | |
$ | 95 | | |
$ | 419 | | |
$ | 69 | | |
$ | (23,381 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Diluted loss per share | |
$ | (1.67 | ) | |
| | | |
| | | |
| | | |
$ | (1.63 | ) |
Shares used for diluted calculation | |
| 14,368,677 | | |
| | | |
| | | |
| | | |
| 14,368,677 | |
| |
Three Months Ended March 31, 2023 | |
($ in thousands, except per share amounts) | |
As reported | | |
Gain on change in fair value of warrant liabilities | | |
LIFO | | |
Acquisition expense | | |
Severance and transition costs | | |
Impairment charge | | |
Adjusted | |
Costs applicable to revenue | |
$ | 231,765 | | |
$ | — | | |
$ | (1,311 | ) | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 230,454 | |
Selling, general and administrative expenses | |
| 53,532 | | |
| — | | |
| — | | |
| (262 | ) | |
| (653 | ) | |
| (629 | ) | |
| 51,988 | |
Income from operations | |
| 5,956 | | |
| — | | |
| 1,311 | | |
| 262 | | |
| 653 | | |
| 629 | | |
| 8,811 | |
Gain on change in fair value of warrant liabilities | |
| 856 | | |
| (856 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
(Loss) income before income taxes | |
$ | (419 | ) | |
$ | (856 | ) | |
$ | 1,311 | | |
$ | 262 | | |
$ | 653 | | |
$ | 629 | | |
$ | 1,580 | |
Income tax benefit (expense) | |
| 143 | | |
| — | | |
| (248 | ) | |
| (50 | ) | |
| (124 | ) | |
| (119 | ) | |
| (398 | ) |
Net (loss) income | |
$ | (276 | ) | |
$ | (856 | ) | |
$ | 1,063 | | |
$ | 212 | | |
$ | 529 | | |
$ | 510 | | |
$ | 1,182 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Diluted (loss) per share | |
$ | (0.17 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | — | |
Shares used for diluted calculation | |
| 11,988,899 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 11,988,899 | |
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