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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Purchase Agreements with Camping World

During February 2025 and March 2025, the Company completed the sales of the following facilities and any associated owned real estate as part of the Camping World Sale: Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; and Woodland, Washington. The gain or loss on the sale of these dealerships during the first quarter of 2025 is not expected to be significant.

In March 2025, the Asset Buyers informed the Asset Sellers of their election to not consummate the asset sales with respect to the remaining two facilities under the Asset Purchase Agreement (Council Bluffs, Iowa; and Portland, Oregon). On March 28, 2025, the Company delivered written notice to the Asset Buyers to (a) exercise its remedy under Section 12.10 of the Asset Purchase Agreement for Asset Buyers’ failure to complete such closings, namely to relieve the Company from any obligation to issue 9,708,737 shares of its common stock to the CW Investor; and (b) terminate the Asset Purchase Agreement effective on March 31, 2025, the outside date under the Asset Purchase Agreement.

Nasdaq Deficiency

On January 23, 2025, the Company received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the previous 30 consecutive business days, the closing bid price for the Company’s common stock had been below the minimum $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until July 22, 2025 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the bid price for the Company’s common stock closes at $1.00 or more for a minimum of 10 consecutive business days, we expect Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement (unless Nasdaq exercises its discretion to extend such 10 business day period under Nasdaq Listing Rule 5810(c)(3)(H)).

If the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional 180-calendar day period to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other applicable standards for initial listing on the Nasdaq Capital Market, except the Minimum Bid Price Requirement. In addition, the Company would be required to provide written notice of its intention to cure the minimum bid price deficiency during this second 180-day compliance period by effecting a reverse stock split, if necessary. If the Company is not granted an additional 180-day compliance period, then Nasdaq would provide written notification that the Company’s securities will be subject to delisting. At that time, the Company would be able to appeal the determination to delist its securities to a Nasdaq hearings panel.

The Company intends to continue actively monitoring the bid price for its common stock between now and the expiration of the 180-day compliance period and will consider all available options to resolve the deficiency and regain compliance
with the Bid Price Requirement. There can be no assurance that the Company will regain compliance with the Bid Price Requirement during the 180-day compliance period, secure a second 180-day period to regain compliance, if necessary, or otherwise maintain compliance with the Bid Price Requirement or the other listing requirements.

Rights Offering

On December 2, 2024, the Company filed a registration statement on Form S-1 with the SEC for a rights offering in which holders (excluding clients of Alta Fundamental Advisers LLC and Coliseum Capital Management, LLC, who waived their and their respective affiliates’ rights to receive the Rights to the extent any of them were holders as of the record date of the Rights Offering) (such non-excluded holders, collectively, the “Holders”) of the Company’s outstanding shares of common stock and outstanding warrants received non-transferable rights (the “Rights”) to purchase up to 24,271,844 shares of our common stock at a cash subscription price of $1.03 per share (the “Rights Offering”).

The Rights Offering allowed all Holders the opportunity, but not the obligation, to invest in our common stock at the same price of $1.03 per share as the investors in the PIPE. Pursuant to the terms of the Rights Offering, 34,334 shares of our common stock were purchased pursuant to the exercise of basic subscription rights, and 1,548 additional shares of our common were purchased pursuant to the over-subscription privilege. At the closing of the Rights Offering on February 12, 2025, the Company issued 35,882 shares of our common stock at the subscription price of $1.03 per whole share.

Grant of Second-Lien Mortgages Securing Remaining M&T Revolving Credit Facility Obligations

On February 13, 2025, we granted M&T Bank second-lien mortgages on all of our real property that is currently mortgaged to Coliseum Holdings I, LLC, except for real property to be sold in the Camping World Sales and certain real property located in Waller, Texas that we are attempting to sell. The mortgages secure our remaining obligations under the revolving credit facility under our M&T Credit Agreement. As of November 15, 2024, and in connection with the third amendment to the M&T Credit Agreement that we entered into on that date, we agreed to permanently eliminate our ability to borrow new loans or swingline loans or request issuance of letters of credit under the revolving credit facility.

Credit Agreement Waiver

On March 27, 2025, we entered into a Limited Waiver and Consent with Respect to Credit Agreement (the “Waiver”) with Manufacturers and Traders Trust Company, as Administrative Agent, and certain lenders under the Second Amended and Restated Credit Agreement dated as of February 21, 2023 (as amended, restated or otherwise modified prior to the Waiver, the “Credit Agreement”) under which such parties agreed (i) to waive the requirement under the Credit Agreement that the asset sales to Camping World with respect to the facilities located in Council Bluffs, Iowa and Portland, Oregon be consummated; (ii) to extend the deadline that the loan parties have to pay certain construction payables from March 31, 2025 to September 30, 2025; and (iii) that the loan parties will be permitted to deliver, together with their financial statements with respect to their fiscal year ended December 31, 2024, an audit opinion that has a “going concern” or like qualification or exception. Additionally, among other items, the Waiver provides that, effective from and after the date thereof, the aggregate floor plan loan commitments of all lenders under the Credit Agreement is reduced to $265.0 million, as such amounts may be decreased from time to time in accordance with the provisions of the Credit Agreement, and the loan parties agreed to negotiate mutually agreeable further reductions to the floorplan loan commitments in connection with future potential specified transactions, if any.

Letter of Intent with General RV Center

In March 2025, the Company signed a letter of intent with General RV Center to divest three store locations from the Company’s footprint: Ft. Pierce, Florida; Longmont, Colorado; and Mesa, Arizona. The letter of intent is generally nonbinding, with the exception of a 75-day exclusivity provision relating to the three stores.