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Lazydays Holdings Inc. GORV saw a significant surge in its stock price, rising 22.79% in after-hours trading to $3.76, adding to a 24.90% gain during the regular trading session, according to Benzinga Pro data. This sharp increase followed the company's announcement that it had signed a letter of intent (LOI) for an acquisition by Campers Inn RV.Check out the current price of GORV stock here. Acquisition Details Drive Market ResponseCampers Inn RV plans to acquire nearly all of Lazydays’ assets and those of ...

PART I – FINANCIAL INFORMATION [Item 1 – Financial Statements](index=4&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Lazydays Holdings, Inc. and its subsidiaries, including balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flows, along with detailed notes explaining the company's business, accounting policies, financial performance, and recent events [Condensed Consolidated Balance Sheets (Unaudited)](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS%20(UNAUDITED)) The balance sheet shows a decrease in total assets and liabilities from December 31, 2024, to June 30, 2025, primarily driven by reductions in inventories, assets held for sale, and floor plan notes payable, reflecting recent divestitures. Total stockholders' equity also decreased during this period Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Total Assets | $429,064 | $675,830 | | Total Liabilities | $373,115 | $586,230 | | Total Stockholders' Equity | $55,949 | $89,600 | | Inventories, net | $165,634 | $211,946 | | Current assets held for sale | $6,495 | $86,869 | | Floor plan notes payable, net | $185,460 | $306,036 | - The decrease in assets and liabilities is largely attributable to dealership divestitures during the period[43](index=43&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20LOSS%20(UNAUDITED)) The company experienced a significant decline in total revenue and an increased net loss for both the three and six months ended June 30, 2025, compared to the same periods in 2024. This was primarily driven by decreased vehicle sales and increased impairment charges, despite some improvements in gross profit margins for certain segments Three Months Ended June 30 (in thousands, except per share data) | Metric | 2025 | 2024 | Variance | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Total Revenue | $131,297 | $235,602 | $(104,305) | (44.3)% | | Gross Profit | $34,189 | $47,404 | $(13,215) | (27.9)% | | Loss from operations | $(12,713) | $(9,562) | $(3,151) | 33.0% | | Net loss | $(24,589) | $(44,221) | $19,632 | (44.4)% | | Basic Loss per share | $(6.67) | $(96.53) | $89.86 | (93.1)% | Six Months Ended June 30 (in thousands, except per share data) | Metric | 2025 | 2024 | Variance | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Total Revenue | $297,112 | $505,722 | $(208,610) | (41.2)% | | Gross Profit | $78,031 | $85,170 | $(7,139) | (8.4)% | | Loss from operations | $(14,982) | $(26,143) | $11,161 | (42.7)% | | Net loss | $(34,122) | $(66,201) | $32,079 | (48.5)% | | Basic Loss per share | $(9.27) | $(146.57) | $137.30 | (93.7)% | [Condensed Consolidated Statements of Stockholders' Equity (Unaudited)](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20STOCKHOLDERS%27%20EQUITY%20(UNAUDITED)) Stockholders' equity decreased from $89.6 million at December 31, 2024, to $55.9 million at June 30, 2025, primarily due to net losses incurred during the period. The statement also reflects adjustments for stock-based compensation and a reverse stock split Stockholders' Equity (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Total Stockholders' Equity | $55,949 | $89,600 | | Retained Deficit | $(148,869) | $(114,747) | | Additional Paid-in Capital | $261,946 | $261,475 | - Net loss for the six months ended June 30, 2025, was **$(34,122) thousand**, contributing to the decrease in equity[13](index=13&type=chunk) - A reverse stock split rounding adjustment was applied during the second quarter of 2025[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=9&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS%20(UNAUDITED)) Net cash provided by operating activities significantly decreased from $101.3 million in the first six months of 2024 to $7.4 million in the same period of 2025. Investing activities shifted from a net use of cash to a substantial net provision of cash due to proceeds from business divestitures, while financing activities continued to be a net use of cash, primarily for debt repayments Six Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | Variance | | :---------------------------------- | :--- | :--- | :------- | | Net cash provided by operating activities | $7,358 | $101,315 | $(93,957) | | Net cash provided by (used) in investing activities | $171,924 | $(9,967) | $181,891 | | Net cash used in financing activities | $(179,282) | $(107,411) | $(71,871) | | Net decrease in cash | $0 | $(16,063) | $16,063 | | Cash, end of period | $24,702 | $42,022 | $(17,320) | - Net proceeds from the sale of businesses, property, and equipment were **$171,977 thousand** in 2025, a significant increase from **$2,950 thousand** in 2024[14](index=14&type=chunk) - Net repayments under the M&T bank floor plan were **$(120,723) thousand** in 2025, compared to **$(114,824) thousand** in 2024[14](index=14&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=10&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) These notes provide detailed explanations of the company's business, significant accounting policies, and financial performance. Key areas covered include the company's going concern status, the impact of a reverse stock split, inventory valuation, intangible asset impairment, recent dealership divestitures, lease obligations, debt structure and waivers, revenue recognition, earnings per share, and subsequent events [NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS](index=10&type=section&id=NOTE%201%20%E2%80%93%20BUSINESS%20ORGANIZATION%20AND%20NATURE%20OF%20OPERATIONS) Lazydays Holdings, Inc. operates RV dealerships across the U.S., focusing on selling and servicing new and pre-owned RVs, arranging financing, and selling parts and accessories. As of June 30, 2025, the company had 13 dealerships in 10 states - Operates **13 RV dealerships** across the United States as of June 30, 2025[16](index=16&type=chunk) - Core business includes selling and servicing new/pre-owned RVs, arranging financing/extended service contracts, and selling parts/accessories[15](index=15&type=chunk) [NOTE 2 – BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202%20%E2%80%93%20BASIS%20OF%20PRESENTATION%20AND%20CRITICAL%20ACCOUNTING%20POLICIES) This note outlines the basis for the unaudited interim financial statements, confirms the application of GAAP, and highlights the company's going concern uncertainty due to net losses and debt obligations. It also details the 1-for-30 reverse stock split effective July 11, 2025, and a revision of prior period financial statements for consignment vehicle revenue presentation - Substantial doubt exists about the Company's ability to continue as a going concern due to a net loss of **$34.1 million** for the six months ended June 30, 2025, an accumulated deficit of **$148.9 million**, and limited access to a revolving credit facility[21](index=21&type=chunk) - A **1-for-30 reverse stock split** became effective on **July 11, 2025**, retroactively adjusted in financial statements to increase per-share market price for Nasdaq listing compliance[23](index=23&type=chunk) - Consignment vehicle revenue for Q2 and H1 2024 was restated from a gross to a net basis, with no impact on gross profit or net loss[24](index=24&type=chunk)[25](index=25&type=chunk) - ASU 2023-07 (Improvements to Reportable Segment Disclosures) adopted for annual periods beginning after Jan 1, 2024, and interim periods beginning Jan 1, 2025, confirming the company operates in a single reportable segment[29](index=29&type=chunk) [NOTE 3 – INVENTORIES, NET](index=15&type=section&id=NOTE%203%20%E2%80%93%20INVENTORIES%2C%20NET) Inventories are recorded at the lower of cost or net realizable value using the LIFO method. As of June 30, 2025, net inventories decreased to $165.6 million from $211.9 million at December 31, 2024, with the excess of current replacement costs over LIFO values also decreasing Inventories, net (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | New recreational vehicles | $154,566 | $188,918 | | Pre-owned recreational vehicles | $27,710 | $43,062 | | Parts, accessories and other | $4,274 | $8,396 | | Less: excess of current cost over LIFO | $(20,916) | $(28,430) | | **Inventories, net** | **$165,634** | **$211,946** | - Current replacement costs of LIFO inventories exceeded recorded values by **$20.9 million** as of June 30, 2025, a decrease from **$28.4 million** at December 31, 2024[35](index=35&type=chunk) [NOTE 4 – INTANGIBLE ASSETS](index=15&type=section&id=NOTE%204%20%E2%80%93%20INTANGIBLE%20ASSETS) The company recorded non-cash impairment charges of $4.3 million for Q2 2025 and $7.2 million for H1 2025 on indefinite-lived intangible assets (trade names and trademarks). This impairment was primarily due to a significant decline in common stock market price and lower revenue projections, especially from recent divestitures - Non-cash impairment charge of **$4.3 million** for Q2 2025 and **$7.2 million** for H1 2025 on indefinite-lived intangible assets[39](index=39&type=chunk) - Impairment was primarily driven by a decrease in the Company's stock price and lower revenue projections resulting from recent divestitures[38](index=38&type=chunk)[39](index=39&type=chunk) Intangible Assets, Net (in thousands) | Asset Type | June 30, 2025 | December 31, 2024 | | :-------------------------------------- | :------------ | :---------------- | | Amortizable intangible assets | $17,327 | $24,857 | | Non-amortizable intangible assets (Trade names and trademarks) | $22,900 | $30,100 | | **Total** | **$40,227** | **$54,957** | - Amortization expense related to intangible assets was **$1.2 million** (Q2 2025) and **$2.5 million** (H1 2025), down from **$1.8 million** (Q2 2024) and **$4.1 million** (H1 2024)[41](index=41&type=chunk) [NOTE 5 – DISPOSITIONS AND ASSETS HELD FOR SALE](index=16&type=section&id=NOTE%205%20%E2%80%93%20DISPOSITIONS%20AND%20ASSETS%20HELD%20FOR%20SALE) The company completed several dealership divestitures in H1 2025, including five Camping World Sales, three General RV Sales, and one Fun Town RV Sale, generating total net proceeds of $171.3 million. These proceeds were used for debt repayments and working capital. The company also reclassified the Claremore, Oklahoma dealership and certain real estate as assets held for sale, recording a $3.4 million impairment charge on these assets - Completed **five Camping World Sales** for **$113.9 million** net proceeds, **three General RV Sales** for **$47.0 million** net proceeds, and **one Fun Town RV Sale** for **$10.4 million** net proceeds in H1 2025[43](index=43&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) - Total net proceeds of **$171.3 million** from divestitures were used for repayments of **$86.8 million** floor plan notes payable, **$54.0 million** term loan and mortgage debt, **$6.7 million** paid-in-kind interest, and working capital[43](index=43&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk)[224](index=224&type=chunk) - Claremore, Oklahoma dealership and certain real estate (Las Vegas, Waller, Aurora) were classified as assets held for sale as of June 30, 2025[50](index=50&type=chunk)[51](index=51&type=chunk) - Recorded a **$3.4 million** loss on assets held for sale during Q2 and H1 2025[52](index=52&type=chunk) [NOTE 6 – LEASES](index=19&type=section&id=NOTE%206%20%E2%80%93%20LEASES) The company has financing leases for properties previously sold and leased back, with terms up to 20 years and renewal options. Operating leases cover property, equipment, and billboards. During H1 2025, several financing and operating leases were assigned to buyers as part of dealership divestitures - Financing leases result from failed sale-leaseback transactions, with implied interest rates from **5.0% to 7.9%** and maturities between **2030 and 2047**[53](index=53&type=chunk) - Operating leases cover property, equipment, and billboards, with related right-of-use (ROU) assets[55](index=55&type=chunk) - Assigned financing lease for Mesa, Arizona, and operating leases for Woodland, Sturtevant, Longmont, and a former Surprise, Arizona location due to divestitures in H1 2025[54](index=54&type=chunk)[57](index=57&type=chunk) [NOTE 7 – DEBT](index=20&type=section&id=NOTE%207%20%E2%80%93%20DEBT) As of June 30, 2025, the company had a $245.0 million Floor Plan Credit Facility and $27.8 million outstanding on a Revolving Credit Facility (with zero remaining availability). The company entered into multiple waivers with M&T Bank and Coliseum to address defaults and facilitate asset sales, leading to a decrease in the Floor Plan Credit Facility commitment to $225.0 million post-June 30, 2025. The Coliseum term loan was fully repaid after June 30, 2025 - As of June 30, 2025, the Floor Plan Credit Facility had **$185.5 million** outstanding at **6.93% interest**, and the Revolving Credit Facility had **$27.8 million** outstanding at **7.83% interest** with **zero remaining availability**[58](index=58&type=chunk)[66](index=66&type=chunk) - Multiple waivers and amendments (April 2025 M&T Waiver, Fourth Amendment, July 2025 M&T Waiver) were granted by M&T Bank to address defaults, consent to dealership sales, and waive amortization payments[59](index=59&type=chunk)[60](index=60&type=chunk)[118](index=118&type=chunk) - The Floor Plan Credit Facility commitment was permanently decreased from **$245.0 million** to **$225.0 million** by the July 2025 M&T Waiver[121](index=121&type=chunk) - The Coliseum term loan, with **$3.7 million** outstanding as of June 30, 2025, was fully repaid on **August 1, 2025**[108](index=108&type=chunk)[122](index=122&type=chunk) Future Contractual Maturities of Total Debt (in thousands) | Year | Amount | | :--- | :----- | | Remainder of 2025 | $8,852 | | 2026 | $13,691 | | 2027 | $9,732 | | 2028 | $435 | | 2029 | $465 | | Thereafter | $10,974 | | **Total** | **$44,149** | [NOTE 8 – REVENUE AND CONCENTRATIONS](index=24&type=section&id=NOTE%208%20%E2%80%93%20REVENUE%20AND%20CONCENTRATIONS) Revenue is recognized at the point of delivery for vehicle sales and as services/parts are delivered. Commissions from financing and insurance are recognized at sale, with an allowance for charge-backs. Florida and Tennessee were significant revenue contributors, and the company has high supplier concentration with Thor Industries, Winnebago Industries, and Forest River - Revenue from vehicle sales is recognized on delivery and transfer of title, while parts and service revenue is recognized as delivered or approved[82](index=82&type=chunk) - Commissions from financing and insurance are recorded at the time of vehicle sale, with an allowance for future charge-backs totaling **$8.7 million** at June 30, 2025[83](index=83&type=chunk)[84](index=84&type=chunk) Revenue by State (Three Months Ended June 30, 2025) | State | % of Total Revenue | | :-------- | :----------------- | | Florida | 43 % | | Tennessee | 13 % | | Colorado | 11 % | Supplier Concentrations (Three Months Ended June 30, 2025 RV and Replacement Parts Purchases) | Supplier | % of Total Purchases | | :------------------------ | :------------------- | | Thor Industries, Inc. | 58 % | | Winnebago Industries, Inc. | 21 % | | Forest River, Inc. | 19 % | [NOTE 9 – EARNINGS (LOSS) PER SHARE](index=26&type=section&id=NOTE%209%20%E2%80%93%20EARNINGS%20(LOSS)%20PER%20SHARE) The company computes basic and diluted EPS, retroactively adjusting for the July 11, 2025 reverse stock split. Due to net losses, all potentially dilutive common shares were considered anti-dilutive and excluded from diluted EPS calculations Basic and Diluted Loss Per Share | Period | Basic Loss per share | Diluted Loss per share | | :-------------------------- | :------------------- | :------------------- | | Three Months Ended June 30, 2025 | $(6.67) | $(6.67) | | Three Months Ended June 30, 2024 | $(96.53) | $(96.53) | | Six Months Ended June 30, 2025 | $(9.27) | $(9.27) | | Six Months Ended June 30, 2024 | $(146.57) | $(146.57) | - All potentially dilutive common shares were considered anti-dilutive and excluded from diluted EPS calculations due to net losses[90](index=90&type=chunk) - Weighted average shares used for EPS calculations were retroactively adjusted for the **1-for-30 reverse stock split** effective **July 11, 2025**[92](index=92&type=chunk) [NOTE 10 – COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%2010%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) The company is party to various legal proceedings in the ordinary course of business, but does not believe their ultimate resolution will have a material adverse effect on its financial condition or operations. Lease obligations are detailed in Note 6 - The company is involved in multiple legal proceedings that arise in the ordinary course of business[95](index=95&type=chunk) - Management does not believe the ultimate resolution of these matters will have a material adverse effect on the company's business, results of operations, financial condition, or cash flows[95](index=95&type=chunk) [NOTE 11 – STOCKHOLDERS' EQUITY](index=27&type=section&id=NOTE%2011%20%E2%80%93%20STOCKHOLDERS%27%20EQUITY) This note reiterates the retroactive adjustment for the reverse stock split. It details stock-based compensation expense, shares available under incentive plans, and activity for stock options, restricted stock units, and warrants, all adjusted for the reverse stock split - All share and per share amounts have been retroactively adjusted for the **1-for-30 reverse stock split** effective **July 11, 2025**[96](index=96&type=chunk) - Stock-based compensation expense recognized was **$0.2 million** for Q2 2025 and **$0.5 million** for H1 2025[97](index=97&type=chunk) - As of **July 11, 2025** (post-split), there were **339,807 warrants** outstanding with an exercise price of **$114.90 per share**[102](index=102&type=chunk) - As of **July 11, 2025** (post-split), there were **10,012 perpetual non-redeemable prefunded warrants** outstanding with an exercise price of **$0.30 per share**[103](index=103&type=chunk) [NOTE 12 – FAIR VALUE MEASUREMENTS](index=30&type=section&id=NOTE%2012%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) The company categorizes fair value measurements into three levels based on input observability. Impairment evaluations for intangible assets and assets held for sale use Level 3 and Level 2 fair value measurements, respectively. Changes in the fair value of warrant liabilities are recorded in the statements of operations - Fair value measurements are categorized into Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (unobservable inputs)[111](index=111&type=chunk) - Impairment evaluations for indefinite-lived intangible assets use Level 3 fair value measurements, while assets held for sale use Level 2 (estimated sales proceeds less cost to sell)[105](index=105&type=chunk) Changes in Level 3 Warrant Liability (in thousands) | Metric | Amount | | :-------------------------- | :----- | | Balance at December 31, 2024 | $5,709 | | Measurement adjustment | $(4,690) | | Balance at June 30, 2025 | $1,019 | [NOTE 13 – RELATED PARTY TRANSACTIONS](index=30&type=section&id=NOTE%2013%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) As of June 30, 2025, the company had a $3.7 million term loan outstanding with Coliseum Holdings I, LLC, a related party. This loan was fully repaid on August 1, 2025 - A term loan of **$3.7 million** was outstanding with Coliseum Holdings I, LLC, a related party, as of June 30, 2025[108](index=108&type=chunk) - The Coliseum term loan was fully repaid on **August 1, 2025**[109](index=109&type=chunk) [NOTE 14 – SEGMENT INFORMATION](index=30&type=section&id=NOTE%2014%20%E2%80%93%20SEGMENT%20INFORMATION) The Chief Executive Officer, as the Chief Operating Decision Maker (CODM), has determined that Lazydays operates in a single reportable segment, encompassing all aspects of its RV dealership operations - The Company operates in a single reportable segment, which includes RV sales, repair, financing, insurance, parts, accessories, and campground facilities[110](index=110&type=chunk) - The CODM assesses overall performance and allocates resources based on consolidated net income (loss)[29](index=29&type=chunk)[110](index=110&type=chunk) [NOTE 15 – SUBSEQUENT EVENTS](index=31&type=section&id=NOTE%2015%20%E2%80%93%20SUBSEQUENT%20EVENTS) Post-June 30, 2025, the company completed a 1-for-30 reverse stock split on July 11, 2025, to regain Nasdaq compliance, which was confirmed on July 30, 2025. It also completed the sale of its Claremore, Oklahoma dealership for $14.9 million, with $3.1 million deposited into a blocked account with M&T Bank. Additionally, the company entered into a July 2025 M&T Waiver to address potential defaults and further reduced its Floor Plan Credit Facility commitment to $225.0 million, and fully repaid the Coliseum Loan Agreement - A **1-for-30 reverse stock split** became effective on **July 11, 2025**, to meet Nasdaq minimum bid price requirements[112](index=112&type=chunk)[113](index=113&type=chunk) - The company regained compliance with Nasdaq Listing Rule 5550(a)(2) on **July 30, 2025**[115](index=115&type=chunk) - Completed the sale of the Claremore, Oklahoma dealership on **August 1, 2025**, for **$14.9 million** gross proceeds, with **$3.1 million** deposited into a blocked account with M&T Bank[117](index=117&type=chunk) - Entered into a July 2025 M&T Waiver on **July 31, 2025**, granting temporary waivers for potential defaults and permanently decreasing the Floor Plan Credit Facility commitment to **$225.0 million**[118](index=118&type=chunk)[121](index=121&type=chunk) - The outstanding loans under the Coliseum Loan Agreement were fully repaid on **August 1, 2025**[122](index=122&type=chunk) [Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202%20%E2%80%93%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting significant revenue declines, net losses, and strategic dealership divestitures. It also discusses liquidity challenges, debt waivers, and industry trends, emphasizing the substantial doubt about the company's ability to continue as a going concern - Substantial doubt exists regarding the Company's ability to continue as a going concern due to recent net losses and limited liquidity[130](index=130&type=chunk)[251](index=251&type=chunk) - The company completed strategic dealership divestitures in H1 2025, generating **$171.3 million** in net proceeds used for debt reduction and working capital[138](index=138&type=chunk)[224](index=224&type=chunk) - Total revenue decreased by **44.3%** for Q2 2025 and **41.2%** for H1 2025, primarily due to dealership divestitures and decreased retail units sold[165](index=165&type=chunk)[190](index=190&type=chunk) - Engaged in multiple waivers and amendments with M&T Bank and Coliseum to manage debt covenants and facilitate asset sales[144](index=144&type=chunk)[145](index=145&type=chunk)[149](index=149&type=chunk)[154](index=154&type=chunk)[156](index=156&type=chunk) [Business Overview](index=33&type=section&id=Business%20Overview) Lazydays, established in 1976, operates 13 RV dealerships across 10 states, offering a full range of RV products and services, including sales of new and pre-owned RVs, repair, financing, insurance, and parts. The company emphasizes its large inventory and strategic locations - Operates **13 dealerships in 10 states** as of June 30, 2025, including what is believed to be the world's largest RV dealership near Tampa, Florida[128](index=128&type=chunk) - Offers a comprehensive selection of **over 2,800 new and pre-owned RVs**, with **approximately 400 service bays** and RV parts/accessories stores[129](index=129&type=chunk) - Primary revenue sources include RV sales (new, pre-owned, wholesale, consignment), RV repair and services, financing and insurance products, and after-market parts and accessories[127](index=127&type=chunk) [Recent Developments](index=35&type=section&id=Recent%20Developments) The company completed the divestiture of nine dealerships in H1 2025, including sales to Camping World, General RV, and Fun Town RV, generating significant proceeds used for debt repayment. It also entered into several waivers and amendments with M&T Bank and Coliseum to manage debt obligations and facilitate asset sales, and completed a reverse stock split to regain Nasdaq compliance - Sold **nine dealerships** in H1 2025 (Elkhart, Surprise, Murfreesboro, Sturtevant, Woodland, Fort Pierce, Longmont, Mesa, Las Vegas), which generated **$15.5 million (Q2 2025)** and **$55.7 million (H1 2025)** in revenue, down from **$71.7 million** and **$140.2 million** in the prior year periods[138](index=138&type=chunk) - Completed **five Camping World Sales** for **$113.9 million** net proceeds, **three General RV Sales** for **$47.0 million** net proceeds, and **one Fun Town RV Sale** for **$10.4 million** net proceeds[139](index=139&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) - Entered into an agreement to sell the Claremore, Oklahoma dealership to Ron Hoover RV, which closed on **August 1, 2025**, for **$14.9 million** gross proceeds[143](index=143&type=chunk) - Secured multiple waivers and amendments from M&T Bank and Coliseum to address potential defaults, consent to asset sales, and manage credit facilities[144](index=144&type=chunk)[145](index=145&type=chunk)[149](index=149&type=chunk)[154](index=154&type=chunk)[156](index=156&type=chunk) - Effected a **1-for-30 reverse stock split** on **July 11, 2025**, and regained Nasdaq compliance on **July 30, 2025**[159](index=159&type=chunk)[161](index=161&type=chunk) [Quarter-to-Date Results of Operations](index=41&type=section&id=Quarter-to-Date%20Results%20of%20Operations) For the three months ended June 30, 2025, total revenue decreased by 44.3% to $131.3 million, and gross profit decreased by 27.9% to $34.2 million, primarily due to significant declines in new and pre-owned vehicle retail sales driven by divestitures. Despite lower sales, gross profit margins improved across most segments. The company reported a net loss of $24.6 million, an improvement from $44.2 million in the prior year, largely due to a significant decrease in income tax expense Key Financial Results (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Variance | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Total Revenue | $131,297 | $235,602 | $(104,305) | (44.3)% | | Total Gross Profit | $34,189 | $47,404 | $(13,215) | (27.9)% | | Net Loss | $(24,589) | $(44,221) | $19,632 | (44.4)% | Revenue Segment Performance (Three Months Ended June 30, in thousands) | Revenue Segment | 2025 | 2024 | Variance | % Change | | :---------------------- | :--- | :--- | :------- | :------- | | New vehicle retail | $77,463 | $143,333 | $(65,870) | (46.0)% | | Pre-owned vehicle retail | $29,461 | $57,254 | $(27,793) | (48.5)% | | Consignment vehicle | $2,078 | $562 | $1,516 | 269.8% | | Finance and insurance | $10,575 | $16,041 | $(5,466) | (34.1)% | | Service, body and parts | $10,850 | $15,144 | $(4,294) | (28.4)% | Gross Profit Margins (Three Months Ended June 30) | Segment | 2025 | 2024 | Change (bps) | | :---------------------- | :--- | :--- | :----------- | | New vehicle retail | 11.0% | 9.2% | 180 | | Pre-owned vehicle retail | 20.3% | 19.0% | 130 | | Finance and insurance | 96.7% | 96.0% | 70 | | Service, body and parts | 54.7% | 52.8% | 190 | - Impairment charges of **$7.7 million** were recorded in Q2 2025, including **$4.3 million** for indefinite-lived intangible assets and **$3.4 million** for assets held for sale[178](index=178&type=chunk)[179](index=179&type=chunk) - Floor plan interest expense decreased by **42.7%** to **$3.3 million** due to dealership divestitures[180](index=180&type=chunk) - Other interest expense increased by **26.7%** to **$7.4 million**, primarily due to acceleration of unamortized debt discount and debt exit costs from term loan repayments[181](index=181&type=chunk)[183](index=183&type=chunk) - Income tax benefit of **$0.3 million** in Q2 2025 compared to **$23.8 million** expense in Q2 2024, due to the valuation allowance on net operating loss[188](index=188&type=chunk) [Year-to-Date Results of Operations](index=48&type=section&id=Year-to-Date%20Results%20of%20Operations) For the six months ended June 30, 2025, total revenue decreased by 41.2% to $297.1 million, and gross profit decreased by 8.4% to $78.0 million. Net loss improved to $34.1 million from $66.2 million in the prior year, largely due to a significant decrease in income tax expense and lower loss from operations. Divestitures were a primary driver of revenue decline, while gross profit margins generally improved Key Financial Results (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Variance | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Total Revenue | $297,112 | $505,722 | $(208,610) | (41.2)% | | Total Gross Profit | $78,031 | $85,170 | $(7,139) | (8.4)% | | Net Loss | $(34,122) | $(66,201) | $32,079 | (48.5)% | Revenue Segment Performance (Six Months Ended June 30, in thousands) | Revenue Segment | 2025 | 2024 | Variance | % Change | | :---------------------- | :--- | :--- | :------- | :------- | | New vehicle retail | $174,982 | $296,024 | $(121,042) | (40.9)% | | Pre-owned vehicle retail | $70,134 | $136,282 | $(66,148) | (48.5)% | | Consignment vehicle | $3,567 | $644 | $2,923 | 453.9% | | Finance and insurance | $22,077 | $34,370 | $(12,293) | (35.8)% | | Service, body and parts | $23,426 | $28,885 | $(5,459) | (18.9)% | Gross Profit Margins (Six Months Ended June 30) | Segment | 2025 | 2024 | Change (bps) | | :---------------------- | :--- | :--- | :----------- | | New vehicle retail | 11.1% | 6.4% | 470 | | Pre-owned vehicle retail | 20.9% | 14.8% | 610 | | Finance and insurance | 96.5% | 96.1% | 40 | | Service, body and parts | 54.7% | 53.5% | 120 | - Impairment charges of **$10.6 million** were recorded in H1 2025, including **$7.2 million** for indefinite-lived intangible assets and **$3.4 million** for assets held for sale[201](index=201&type=chunk)[202](index=202&type=chunk) - Floor plan interest expense decreased by **41.3%** to **$7.9 million** due to dealership divestitures and lower borrowing rates[203](index=203&type=chunk) - Other interest expense increased by **31.0%** to **$13.6 million**, primarily due to acceleration of unamortized debt discount and debt exit costs from term loan repayments[204](index=204&type=chunk) - Income tax benefit of **$8 thousand** in H1 2025 compared to **$17.0 million** expense in H1 2024, due to the valuation allowance on net operating loss[209](index=209&type=chunk) [Non-GAAP Reconciliations](index=54&type=section&id=Non-GAAP%20Reconciliations) The company provides non-GAAP financial measures, EBITDA and Adjusted EBITDA, and Adjusted Net Cash (Used In) Provided By Operating Activities, to offer additional insights into its core operating performance and cash flows, excluding certain non-cash or financing-related items EBITDA and Adjusted EBITDA (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------- | :------ | :------ | :------ | :------ | | Net loss | $(24,589) | $(44,221) | $(34,122) | $(66,201) | | EBITDA | $(10,858) | $(3,899) | $(4,722) | $(15,019) | | Adjusted EBITDA | $(6,240) | $(9,404) | $(10,265) | $(27,565) | - Adjusted EBITDA improved by **$3.16 million** for Q2 and **$17.3 million** for H1 year-over-year[213](index=213&type=chunk) Adjusted Net Cash Used in Operating Activities (in thousands) | Metric | H1 2025 | H1 2024 | Variance | | :---------------------------------- | :------ | :------ | :------- | | Net cash provided by operating activities | $7,358 | $101,315 | $(93,957) | | Net repayments on floor plan notes payable | $(120,723) | $(114,824) | $(5,899) | | Adjusted net cash used in operating activities | $(113,365) | $(13,509) | $(99,856) | - Adjusted net cash used in operating activities increased by **$99.9 million** in H1 2025, primarily due to floor plan notes payable repayments from divestiture proceeds[223](index=223&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces substantial doubt about its ability to continue as a going concern due to net losses and limited access to capital. Its liquidity needs are primarily for working capital, historically met by operations and credit facilities. Recent divestitures generated $172.0 million in net proceeds, used for significant debt repayments and working capital. The Floor Plan Credit Facility was reduced, and the Coliseum loan was repaid - Substantial doubt exists about the Company's ability to continue as a going concern due to net losses, accumulated deficit, and limited access to a revolving credit facility[251](index=251&type=chunk) - Cash and cash equivalents remained at **$24.7 million** as of June 30, 2025[10](index=10&type=chunk) - Net proceeds of **$172.0 million** from H1 2025 divestitures were used to repay **$86.8 million** floor plan notes payable, **$54.0 million** term loan and mortgage debt, and **$6.7 million** paid-in-kind interest[224](index=224&type=chunk) - The Floor Plan Credit Facility commitment was permanently decreased to **$225.0 million** from **$245.0 million**[121](index=121&type=chunk)[237](index=237&type=chunk) - The Coliseum term loan was fully repaid on **August 1, 2025**[122](index=122&type=chunk)[248](index=248&type=chunk) - Forecasted capital expenditures for fiscal year 2025 are expected to be **less than $2.0 million**, a significant decrease from 2024[224](index=224&type=chunk) [Tax Legislation](index=60&type=section&id=Tax%20Legislation) The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, introducing changes to U.S. federal income tax law with multiple effective dates. The company is currently assessing its impact on its financial statements - The One Big Beautiful Bill Act (OBBBA) was enacted on **July 4, 2025**, resulting in changes to U.S. federal income tax law[33](index=33&type=chunk)[252](index=252&type=chunk) - The company is currently assessing the impact of the OBBBA on its financial statements[33](index=33&type=chunk)[252](index=252&type=chunk) [Industry Trends](index=60&type=section&id=Industry%20Trends) The RV industry is projected to have wholesale shipments between 320,400 and 353,500 units in 2025. While near-term demand is influenced by consumer confidence, interest rates, and discretionary spending, the company believes long-term demand for RVs will exceed pre-pandemic levels - The RV Industry Association (RVIA) forecasts 2025 wholesale unit shipments to range between **320,400 to 353,500 units**, with a median of **333,700 units**[253](index=253&type=chunk) - The company believes future retail demand for RVs over the longer term will exceed historical, pre-pandemic levels[253](index=253&type=chunk) [Inflation](index=60&type=section&id=Inflation) Inflation has impacted the company's operations, particularly increasing new vehicle costs, freight, and logistics. This can adversely affect operating results if selling prices don't rise proportionally or demand declines. Inflation also increases floor plan interest and lease-related expenses - Experienced increased costs for new vehicles, freight, and logistics due to inflation[254](index=254&type=chunk)[255](index=255&type=chunk) - Inflationary factors may adversely affect operating results if selling prices do not increase proportionately or if demand declines[256](index=256&type=chunk) - Inflationary increases also impact floor plan interest and lease-related expenses[256](index=256&type=chunk) [Cyclicality](index=61&type=section&id=Cyclicality) RV vehicle sales are historically cyclical, mirroring general economic conditions, and are particularly influenced by consumer confidence, discretionary spending, fuel prices, interest rates, and credit availability - Unit sales of RV vehicles historically fluctuate with general economic cycles[257](index=257&type=chunk) - The industry is influenced by consumer confidence, discretionary spending, fuel prices, interest rates, and credit availability[257](index=257&type=chunk) [Seasonality and Effects of Weather](index=61&type=section&id=Seasonality%20and%20Effects%20of%20Weather) The company's operations typically see higher vehicle sales in the first half of the year, driven by consumer buying trends and favorable weather in southern and northern locations. Severe weather events, especially in Florida, pose risks to property, inventory, and dealership traffic - Operations generally experience modestly higher volumes of vehicle sales in the first half of each year[258](index=258&type=chunk) - Florida and Arizona locations benefit from warm winter climates, while northern locations see higher sales during spring[258](index=258&type=chunk) - Severe weather events, such as hurricanes in Florida, could cause significant damage to property and inventory and decrease dealership traffic[259](index=259&type=chunk) [Critical Accounting Policies and Estimates](index=61&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There have been no material changes in the company's critical accounting policies and estimates during the six months ended June 30, 2025, from those disclosed in its 2024 Form 10-K - No material changes in critical accounting policies and estimates during the six months ended June 30, 2025[260](index=260&type=chunk) [Item 3 – Quantitative and Qualitative Disclosures about Market Risk](index=61&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has elected scaled disclosure requirements available to smaller reporting companies, and therefore, information requested by this Item 3 is not applicable - Information requested by Item 3 is not applicable as the company has elected scaled disclosure requirements available to smaller reporting companies[261](index=261&type=chunk) [Item 4 – Controls and Procedures](index=61&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) As of June 30, 2025, the company's disclosure controls and procedures were not effective due to previously identified material weaknesses in internal control over financial reporting. These weaknesses relate to ineffective IT General Controls (ITGC) and insufficient resources/documentation. Management is actively implementing remediation efforts, including hiring key personnel and designing new controls - Disclosure controls and procedures were not effective as of June 30, 2025, due to previously identified material weaknesses in internal control over financial reporting[264](index=264&type=chunk) - Material weaknesses include ineffective design and implementation of Information Technology General Controls (ITGC) and insufficient resources/documentation for financial reviews[265](index=265&type=chunk) - Management believes the unaudited condensed consolidated financial statements fairly present financial position, results of operations, and cash flows in conformity with U.S. GAAP, despite the unremediated material weaknesses[266](index=266&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=61&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to previously identified material weaknesses in internal control over financial reporting, specifically regarding ITGCs and resource/documentation deficiencies - Disclosure controls and procedures were not effective as of June 30, 2025[264](index=264&type=chunk) - The ineffectiveness is attributed to previously identified material weaknesses in internal control over financial reporting[264](index=264&type=chunk) [Ongoing Remediation Efforts to Address the Previously Identified Material Weaknesses](index=62&type=section&id=Ongoing%20Remediation%20Efforts%20to%20Address%20the%20Previously%20Identified%20Material%20Weaknesses) The company is actively remediating material weaknesses by hiring a new CFO and CTO, assessing and hiring key personnel, and designing/implementing controls over change management and security administration for financial systems. Further steps include user role redesign and engaging third-party assistance for training - Hired a new Chief Financial Officer and Chief Technology Officer with requisite accounting and internal controls knowledge[268](index=268&type=chunk) - Designed and implemented controls over change management and security administration for all key financial systems[268](index=268&type=chunk) - Plans include performing user role redesign for certain systems and engaging third-party assistance for training programs[267](index=267&type=chunk)[268](index=268&type=chunk) - Material weaknesses will not be considered remediated until actions are completed and operated effectively for a sufficient period of time[267](index=267&type=chunk) [Changes in Internal Control over Financial Reporting](index=63&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Other than the ongoing remediation efforts for previously identified material weaknesses, there were no other material changes in internal controls over financial reporting during the period - No material changes in internal controls over financial reporting, apart from the ongoing remediation efforts for previously identified material weaknesses[269](index=269&type=chunk) PART II – OTHER INFORMATION [Item 1A – Risk Factors](index=64&type=section&id=Item%201A%20%E2%80%93%20Risk%20Factors) This section refers readers to the risk factors disclosed in the company's 2024 Form 10-K, indicating no new material risk factors have been introduced in this quarterly report - Refers to the 'Risk Factors' section in the 2024 Form 10-K for relevant information[271](index=271&type=chunk) [Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company made no unregistered sales of equity securities during the three months ended June 30, 2025 - No unregistered sales of equity securities occurred during the three months ended June 30, 2025[272](index=272&type=chunk) [Item 5 – Other Information](index=64&type=section&id=Item%205%20%E2%80%93%20Other%20Information) During the second quarter of 2025, none of the company's officers or directors adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by officers or directors in Q2 2025[273](index=273&type=chunk) [Item 6 – Exhibits](index=65&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including various asset purchase agreements, real estate purchase agreements, credit agreement amendments, waivers, and certifications - The section provides a comprehensive list of exhibits filed, including asset purchase agreements, real estate purchase agreements, credit agreement amendments, waivers, and certifications[274](index=274&type=chunk) [Signatures](index=67&type=section&id=Signatures) The report is duly signed on behalf of Lazydays Holdings, Inc. by Jeff Needles, Chief Financial Officer, on August 14, 2025 - The report was signed by Jeff Needles, Chief Financial Officer, on **August 14, 2025**[281](index=281&type=chunk)

[Executive Summary & Company Overview](index=1&type=section&id=Executive%20Summary%20%26%20Company%20Overview) Lazydays Holdings, Inc. reports Q2 2025 financial and operational highlights, detailing turnaround progress, improved margins, and debt reduction [Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Lazydays advanced its Q2 2025 turnaround plan, achieving increased gross profit margins, reducing liabilities by over $200 million through divestitures, and reporting a reduced net loss and improved Adjusted EBITDA despite lower revenue - The company advanced its turnaround plan, focusing on operational performance and streamlining its footprint through asset divestitures[2](index=2&type=chunk) - Gross profit margins increased across all products and services compared to the prior year period[2](index=2&type=chunk) - Divestitures reduced total liabilities by over **$200 million** during the first half of the year, with the cash balance remaining unchanged at June 30, 2025, compared to December 31, 2024[2](index=2&type=chunk) Q2 2025 vs Q2 2024 Key Financials | Metric | Q2 2025 ($ millions) | Q2 2024 ($ millions) | Change (YoY) | | :------------------------- | :------------------- | :------------------- | :----------- | | Total Revenue | 131.3 | 235.6 | -44.3% | | Net Loss | (24.6) | (44.2) | +44.4% | | Adjusted EBITDA | (6.2) | (9.4) | +34.0% | | Net Loss per Diluted Share | (6.67) | (96.53) | +93.1% | [About Lazydays](index=1&type=section&id=About%20Lazydays) Lazydays Holdings, Inc. is a prominent RV industry player since 1976, offering exceptional sales, service, and parts, and is publicly listed on Nasdaq under 'GORV' - Lazydays has been a prominent player in the RV industry since 1976, known for exceptional RV sales, service, and ownership experiences[4](index=4&type=chunk) - The company offers a wide selection of RV brands, state-of-the-art service facilities, and an extensive range of accessories and parts[5](index=5&type=chunk) - Lazydays is a publicly listed company on the Nasdaq stock exchange under the ticker '**GORV**'[6](index=6&type=chunk) [Consolidated Results of Operations](index=3&type=section&id=Consolidated%20Results%20of%20Operations) This section details Lazydays' Q2 and YTD 2025 financial performance, covering revenue, profitability, and net loss, with significant year-over-year changes [Revenue Analysis](index=3&type=section&id=Revenue%20Analysis) Total revenue for Q2 2025 and the six months ended June 30, 2025, significantly decreased by 44.3% and 41.3% respectively, primarily due to declines in new and pre-owned vehicle retail sales Revenue Breakdown (Three Months Ended June 30) | Revenue Category | 2025 ($ thousands) | 2024 ($ thousands) | YoY Change (%) | | :------------------------ | :----------------- | :----------------- | :------------- | | New vehicle retail | 77,463 | 143,333 | -46.0% | | Pre-owned vehicle retail | 29,461 | 57,254 | -48.5% | | Finance and insurance | 10,575 | 16,041 | -34.1% | | Service, body and parts | 10,850 | 15,144 | -28.3% | | **Total revenue** | **131,297** | **235,602** | **-44.3%** | Revenue Breakdown (Six Months Ended June 30) | Revenue Category | 2025 ($ thousands) | 2024 ($ thousands) | YoY Change (%) | | :------------------------ | :----------------- | :----------------- | :------------- | | New vehicle retail | 174,982 | 296,024 | -40.9% | | Pre-owned vehicle retail | 70,134 | 136,282 | -48.5% | | Finance and insurance | 22,077 | 34,370 | -35.8% | | Service, body and parts | 23,426 | 28,885 | -18.9% | | **Total revenue** | **297,112** | **505,722** | **-41.3%** | [Profitability and Expenses](index=3&type=section&id=Profitability%20and%20Expenses) Gross profit decreased in Q2 and YTD 2025 despite reduced costs and operating expenses, with substantial impairment charges impacting operating loss Profitability and Expenses (Three Months Ended June 30) | Metric | 2025 ($ thousands) | 2024 ($ thousands) | YoY Change (%) | | :----------------------------------- | :----------------- | :----------------- | :------------- | | Total cost applicable to revenue | 97,108 | 188,198 | -48.4% | | Gross profit | 34,189 | 47,404 | -27.9% | | Depreciation and amortization | 3,400 | 4,956 | -31.4% | | Selling, general, and administrative | 35,826 | 52,010 | -31.1% | | Impairment charges | 7,676 | — | N/A | | Loss from operations | (12,713) | (9,562) | -33.0% | | Floor plan interest expense | (3,269) | (5,708) | +42.7% | | Other interest expense | (7,398) | (5,837) | -26.8% | Profitability and Expenses (Six Months Ended June 30) | Metric | 2025 ($ thousands) | 2024 ($ thousands) | YoY Change (%) | | :----------------------------------- | :----------------- | :----------------- | :------------- | | Total cost applicable to revenue | 219,081 | 420,552 | -47.9% | | Gross profit | 78,031 | 85,170 | -8.3% | | Depreciation and amortization | 7,982 | 10,417 | -23.4% | | Selling, general, and administrative | 74,455 | 100,896 | -26.2% | | Impairment charges | 10,576 | — | N/A | | Loss from operations | (14,982) | (26,143) | +42.7% | | Floor plan interest expense | (7,859) | (13,384) | +41.3% | | Other interest expense | (13,567) | (10,360) | -31.0% | [Net Loss and Earnings Per Share](index=3&type=section&id=Net%20Loss%20and%20Earnings%20Per%20Share) Lazydays reported a reduced net loss and significantly lower net loss per diluted share for Q2 and YTD 2025, partly due to a higher weighted average number of shares Net Loss and EPS (Three Months Ended June 30) | Metric | 2025 ($ thousands) | 2024 ($ thousands) | YoY Change (%) | | :------------------------- | :----------------- | :----------------- | :------------- | | Net loss | (24,589) | (44,221) | +44.4% | | Diluted Loss per share | (6.67) | (96.53) | +93.1% | | Weighted average shares | 3,684,277 | 479,163 | +668.9% | Net Loss and EPS (Six Months Ended June 30) | Metric | 2025 ($ thousands) | 2024 ($ thousands) | YoY Change (%) | | :------------------------- | :----------------- | :----------------- | :------------- | | Net loss | (34,122) | (66,201) | +48.5% | | Diluted Loss per share | (9.27) | (146.57) | +93.7% | | Weighted average shares | 3,680,539 | 479,060 | +668.3% | [Other Key Metrics and Operational Highlights](index=4&type=section&id=Other%20Key%20Metrics%20and%20Operational%20Highlights) This section presents key operational metrics for Q2 and YTD 2025, covering gross profit margins, retail unit sales, average selling prices, and revenue/gross profit mix [Gross Profit Margins by Category](index=4&type=section&id=Gross%20Profit%20Margins%20by%20Category) Lazydays achieved improved gross profit margins across most categories for Q2 and YTD 2025, with significant expansion in new and pre-owned vehicle retail and service, body and parts Gross Profit Margins (Three Months Ended June 30) | Category | 2025 | 2024 | Change (pp) | | :------------------------ | :------ | :------ | :---------- | | New vehicle retail | 11.0 % | 9.2 % | +1.8 | | Pre-owned vehicle retail | 20.3 % | 19.0 % | +1.3 | | Finance and insurance | 96.7 % | 96.0 % | +0.7 | | Service, body and parts | 54.7 % | 52.8 % | +1.9 | | **Total gross profit margin** | **26.0 %** | **20.1 %** | **+5.9** | Gross Profit Margins (Six Months Ended June 30) | Category | 2025 | 2024 | Change (pp) | | :------------------------ | :------ | :------ | :---------- | | New vehicle retail | 11.1 % | 6.4 % | +4.7 | | Pre-owned vehicle retail | 20.9 % | 14.8 % | +6.1 | | Finance and insurance | 96.5 % | 96.1 % | +0.4 | | Service, body and parts | 54.7 % | 53.5 % | +1.2 | | **Total gross profit margin** | **26.3 %** | **16.8 %** | **+9.5** | [Retail Unit Sales and Average Selling Price](index=4&type=section&id=Retail%20Unit%20Sales%20and%20Average%20Selling%20Price) Retail unit sales for new and pre-owned vehicles significantly decreased in Q2 and YTD 2025, while new vehicle average selling price and average gross profit per retail unit generally increased across categories Retail Units Sold (Three Months Ended June 30) | Category | 2025 | 2024 | YoY Change (%) | | :------------------------ | :---- | :---- | :------------- | | New vehicle retail | 1,068 | 2,036 | -47.5% | | Pre-owned vehicle retail | 598 | 1,100 | -45.7% | | Consignment vehicle | 185 | 49 | +277.6% | | **Total retail units sold** | **1,851** | **3,185** | **-41.9%** | Average Selling Price & Gross Profit per Retail Unit (Q2 2025 vs 2024) | Metric | 2025 ($) | 2024 ($) | YoY Change (%) | | :------------------------------------ | :------- | :------- | :------------- | | New vehicle retail (ASP) | 72,531 | 70,458 | +2.9% | | Pre-owned vehicle retail (ASP) | 49,266 | 52,049 | -5.4% | | New vehicle retail (Avg GP excl. LIFO)| 7,962 | 6,412 | +24.2% | | Pre-owned vehicle retail (Avg GP excl. LIFO)| 9,998 | 9,909 | +0.9% | | Finance and insurance (Avg GP) | 5,527 | 5,084 | +8.7% | [Revenue and Gross Profit Mix](index=4&type=section&id=Revenue%20and%20Gross%20Profit%20Mix) Q2 2025 revenue mix showed new vehicle retail's share decreasing while finance and insurance, and service, body and parts increased, with gross profit mix shifts including increased contributions from consignment vehicles and LIFO adjustments Revenue Mix (Three Months Ended June 30) | Category | 2025 | 2024 | | :------------------------ | :------ | :------ | | New vehicle retail | 59.0 % | 60.8 % | | Pre-owned vehicle retail | 22.4 % | 24.3 % | | Finance and insurance | 8.1 % | 6.8 % | | Service, body and parts | 8.2 % | 6.5 % | Gross Profit Mix (Three Months Ended June 30) | Category | 2025 | 2024 | | :------------------------ | :------ | :------ | | New vehicle retail | 24.9 % | 27.8 % | | Pre-owned vehicle retail | 17.5 % | 23.0 % | | Consignment vehicle | 6.1 % | 1.2 % | | Finance and insurance | 29.9 % | 32.5 % | | Service, body and parts | 17.4 % | 16.9 % | | LIFO | 4.3 % | (0.7)% | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Lazydays reported significant decreases in total assets and liabilities, driven by reduced floor plan notes payable and related party debt Balance Sheet Highlights (June 30, 2025 vs December 31, 2024) | Metric | June 30, 2025 ($ thousands) | Dec 31, 2024 ($ thousands) | Change (%) | | :--------------------------- | :-------------------------- | :------------------------- | :--------- | | Total assets | 429,064 | 675,830 | -36.5% | | Cash | 24,702 | 24,702 | 0.0% | | Inventories, net | 165,634 | 211,946 | -21.9% | | Current assets held for sale | 6,495 | 86,869 | -92.5% | | Total liabilities | 373,115 | 586,230 | -36.4% | | Floor plan notes payable | 185,460 | 306,036 | -39.4% | | Related party debt | 3,111 | 36,217 | -91.4% | | Total stockholders' equity | 55,949 | 89,600 | -37.6% | - Floor plan notes payable associated with inventories classified as held for sale decreased from **$86.8 million** as of December 31, 2024, to **$6.5 million** as of June 30, 2025[12](index=12&type=chunk) [Statements of Cash Flows](index=8&type=section&id=Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, Lazydays generated positive operating cash flow, received substantial cash from investing activities, and had a net cash outflow from financing Cash Flow Summary (Six Months Ended June 30) | Activity | 2025 ($ thousands) | 2024 ($ thousands) | Change ($ thousands) | | :---------------------------------------- | :----------------- | :----------------- | :------------------- | | Net cash provided by operating activities | 7,358 | 101,315 | -93,957 | | Net cash provided by investing activities | 171,924 | (9,967) | +181,891 | | Net cash used in financing activities | (179,282) | (107,411) | -71,871 | | Net decrease in cash | — | (16,063) | +16,063 | | Cash, end of period | 24,702 | 42,022 | -17,320 | - Net proceeds from the sale of businesses, property, and equipment were **$171.9 million** in 2025, a substantial increase from **$2.95 million** in 2024[14](index=14&type=chunk) - Net repayments under M&T bank floor plan were **$120.7 million** in 2025, compared to **$114.8 million** in 2024[14](index=14&type=chunk) [Non-GAAP Financial Measures Reconciliation](index=9&type=section&id=Non-GAAP%20Financial%20Measures%20Reconciliation) This section defines and reconciles non-GAAP financial measures, EBITDA and Adjusted EBITDA, for insights into core operating performance [Definition and Rationale](index=9&type=section&id=Definition%20and%20Rationale) This section defines EBITDA and Adjusted EBITDA as non-GAAP measures, explaining their adjustments for non-operating and non-cash items to evaluate core operating results - EBITDA is defined as net income (loss) excluding interest expense, income tax expense (benefit), and depreciation and amortization expense[15](index=15&type=chunk) - Adjusted EBITDA is further adjusted to include floor plan interest expense and excludes stock-based compensation expense, LIFO adjustment, impairment charges, loss (gain) on sale of businesses, property and equipment, and change in fair value of warrant liabilities[15](index=15&type=chunk) - Adjusted EBITDA is considered an important measure for evaluating core operating results by removing the impact of capital structure, tax consequences, asset base, non-cash charges, and gains/losses on asset sales[17](index=17&type=chunk) [EBITDA and Adjusted EBITDA Reconciliation](index=9&type=section&id=EBITDA%20and%20Adjusted%20EBITDA%20Reconciliation) Lazydays reported improved Adjusted EBITDA for Q2 and YTD 2025, with the reconciliation detailing adjustments from net loss to reflect core operating performance EBITDA and Adjusted EBITDA Reconciliation (Three Months Ended June 30) | Metric | 2025 ($ thousands) | 2024 ($ thousands) | YoY Change ($ thousands) | | :-------------------------- | :----------------- | :----------------- | :----------------------- | | Net loss | (24,589) | (44,221) | +19,632 | | EBITDA | (10,858) | (3,899) | -6,959 | | **Adjusted EBITDA** | **(6,240)** | **(9,404)** | **+3,164** | EBITDA and Adjusted EBITDA Reconciliation (Six Months Ended June 30) | Metric | 2025 ($ thousands) | 2024 ($ thousands) | YoY Change ($ thousands) | | :-------------------------- | :----------------- | :----------------- | :----------------------- | | Net loss | (34,122) | (66,201) | +32,079 | | EBITDA | (4,722) | (15,019) | +10,297 | | **Adjusted EBITDA** | **(10,265)** | **(27,565)** | **+17,300** | [Forward-Looking Statements](index=1&type=section&id=Forward-Looking%20Statements) This cautionary statement addresses forward-looking information, highlighting inherent risks and uncertainties that may cause actual results to differ from projections [Forward-Looking Statements](index=1&type=section&id=Forward-Looking%20Statements) This cautionary statement emphasizes that forward-looking information involves inherent risks and uncertainties, and actual results may differ materially due to various factors, with no obligation for the company to update them - Forward-looking statements involve risks and uncertainties and are not guarantees of future performance[7](index=7&type=chunk) - Actual results may differ materially due to factors such as economic and financial conditions, changes in customer demand, relationships with manufacturers and suppliers, indebtedness, and government regulations[7](index=7&type=chunk)[8](index=8&type=chunk) - The company disclaims any obligation to publicly update forward-looking statements to reflect subsequent events or circumstances, except as required by law[8](index=8&type=chunk)

*Refer to the reconciliation of net income to Adjusted EBITDA under "Reconciliation of Non-GAAP Measures" in this press release. TAMPA, Fla., Aug. 14, 2025 /PRNewswire/ -- Lazydays Holdings, Inc. (NasdaqCM: GORV) ("Lazydays," the "Company" or "we") today reports financial results for the second quarter ended June 30, 2025. Ron Fleming, CEO, said, "We continued to advance our turnaround plan in the second quarter of 2025. Our focus on operational performance resulted in increases in gross profit margins acro ...

Core Viewpoint - Lazydays Holdings, Inc. has successfully completed the sale of its Tulsa, Oklahoma location to Ron Hoover RV & Marine, which is part of the company's strategy to pay off debt and strengthen its balance sheet [1][2]. Company Overview - Lazydays has been a significant player in the RV industry since 1976, known for exceptional RV sales, service, and ownership experiences, fostering long-term relationships with RV enthusiasts [2]. - The company offers a wide selection of RV brands, state-of-the-art service facilities, and a comprehensive range of accessories, positioning itself as a go-to destination for RV enthusiasts [3]. Transaction Details - The sale of the Tulsa location was executed quickly and smoothly, aligning with the company's focus on its core store footprint [2]. - Ron Hoover RV & Marine, the buyer, is a leading provider of RVs, boats, and outdoor equipment in Texas, established in 1987, and is recognized for its integrity and customer service [4].

Core Viewpoint - Lazydays Holdings, Inc. has announced a reverse stock split of its common stock at a ratio of 1-for-30 to increase its per share market price and regain compliance with Nasdaq listing requirements [1][2]. Group 1: Reverse Stock Split Details - The reverse stock split took effect on July 11, 2025, and the adjusted shares will begin trading on July 14, 2025, under the existing symbol "GORV" [1]. - Every 30 shares of common stock will be combined into one new share, with no fractional shares issued; any fractional shares will be rounded up to the nearest whole number [3]. - The company's transfer agent, Continental Stock Transfer & Trust Company, will manage the exchange process, and stockholders in book-entry form will not need to take action [4]. Group 2: Company Background - Lazydays has been a significant player in the RV industry since 1976, known for exceptional RV sales, service, and ownership experiences [5]. - The company offers a wide selection of RV brands, state-of-the-art service facilities, and a range of accessories, making it a go-to destination for RV enthusiasts [6]. - Lazydays is publicly listed on the Nasdaq stock exchange under the ticker "GORV" [7].

Core Viewpoint - Lazydays Holdings, Inc. has announced a reverse stock split of its common stock at a ratio of 1-for-30, effective July 11, 2025, to increase its per share market price and regain compliance with Nasdaq listing requirements [1][3]. Group 1: Reverse Stock Split Details - The reverse stock split will combine every 30 shares of common stock into one new share, with no fractional shares issued [3]. - The reverse stock split is intended to help the company meet the minimum bid price requirement for continued listing on The Nasdaq Capital Market [3]. - Stockholders' percentage ownership will not change significantly, except for minor adjustments due to rounding [3]. Group 2: Shareholder Approval and Implementation - The reverse stock split was approved by stockholders at the Annual Meeting held on July 3, 2025, with a proposed ratio of at least 1-for-2 and up to 1-for-30 [2]. - The company's transfer agent, Continental Stock Transfer & Trust Company, will manage the exchange process for the reverse stock split [4]. Group 3: Company Background - Lazydays has been a significant player in the RV industry since 1976, known for exceptional RV sales, service, and ownership experiences [5]. - The company offers a wide selection of RV brands, state-of-the-art service facilities, and a range of accessories, positioning itself as a go-to destination for RV enthusiasts [6].

Company Leadership - Ron Fleming has been appointed as the permanent Chief Executive Officer of Lazydays Holdings, Inc., after serving as Interim CEO since September 2024 [1][2] - Robert DeVincenzi, Chairman of the Board, praised Fleming for his leadership during the operational turnaround and his deep understanding of the business [2] - Fleming expressed his commitment to building on the progress made in the past ten months and emphasized the strength of the company's foundation and team [2] Company Background - Lazydays has been a significant player in the RV industry since its establishment in 1976, known for exceptional RV sales, service, and ownership experiences [3] - The company offers a wide selection of RV brands, state-of-the-art service facilities, and a comprehensive range of accessories, making it a go-to destination for RV enthusiasts [4] Market Position - Lazydays is publicly listed on the Nasdaq stock exchange under the ticker "GORV," indicating its presence in the financial markets [5]

Core Viewpoint - Lazydays Holdings, Inc. has entered into a definitive agreement to sell its Tulsa, Oklahoma location to Ron Hoover RV & Marine, which is expected to enhance Lazydays' operational efficiency and improve its financial position by increasing cash reserves and enabling debt repayment [1][2]. Company Overview - Lazydays has been a significant player in the RV industry since 1976, known for exceptional RV sales, service, and ownership experiences, fostering long-term relationships with customers [3]. - The company offers a wide selection of RV brands, state-of-the-art service facilities, and a comprehensive range of accessories, positioning itself as a leading destination for RV enthusiasts [4]. - Lazydays is publicly traded on the Nasdaq stock exchange under the ticker "GORV" [5]. Ron Hoover RV & Marine Overview - Ron Hoover RV & Marine has been serving customers since 1987 and is recognized as Texas's leading provider of RVs, boats, and outdoor equipment, emphasizing integrity and exceptional customer service [5]. - The company operates multiple locations across Texas and Oklahoma, offering a wide selection of top brands and expert service [5].