Financial Performance - Total revenue for Q3 2025 was $101.434 million, a decrease of 50.8% compared to $205.961 million in Q3 2024[11] - New vehicle retail revenue was $60.150 million, down 50.7% from $122.291 million year-over-year[11] - Net loss for Q3 2025 was $82.381 million, compared to a net loss of $17.665 million in Q3 2024, representing a significant increase in losses[11] - The company reported a gross profit of $19.576 million for Q3 2025, down 56.7% from $45.313 million in Q3 2024[11] - For the nine months ended September 30, 2025, the company reported a net loss of $116.5 million, compared to a net loss of $83.9 million for the same period in 2024, representing a 39% increase in losses year-over-year[17] - Total revenue for the nine months ended September 30, 2025, was $398.5 million, a decrease of $313.1 million, or 44.0%, compared to the same period in 2024[197] Asset and Liability Management - Total current assets decreased to $203.106 million from $353.774 million as of December 31, 2024, a decline of 42.4%[10] - Total liabilities decreased to $359.473 million from $586.230 million as of December 31, 2024, a reduction of 38.7%[10] - Cash and cash equivalents decreased to $9.501 million from $24.702 million as of December 31, 2024, a decline of 61.6%[10] - Stockholders' equity showed a deficit of $26.302 million as of September 30, 2025, compared to equity of $89.600 million as of December 31, 2024[10] - The company had total debt obligations of $40.2 million related to mortgages, term loans, and revolving credit facilities, along with floor plan notes payable of $184.0 million[25] Impairment and Charges - The company incurred impairment charges of $63.915 million in Q3 2025, compared to no impairment charges in Q3 2024[11] - The company recorded a non-cash impairment charge of $22.9 million on indefinite-lived intangible assets in Q3 2025, driven by asset sales[188] - The company incurred impairment charges of $74.5 million during the nine months ended September 30, 2025[17] - The company recorded an impairment loss of $11.9 million on assets held for sale during Q3 2025, contributing to a total impairment charge of $15.3 million for the nine months ended September 30, 2025[69] Asset Sales and Liquidation - The company entered into an Asset Purchase Agreement on October 6, 2025, to sell substantially all of its assets, with proceeds expected to be used to repay outstanding obligations under the Credit Agreement[27] - The company expects to complete the Asset Sales between November 17, 2025, and November 26, 2025, with an outside date of December 1, 2025, for the agreement[27] - The company’s stockholders approved a Plan of Dissolution on October 14, 2025, which may lead to liquidation of remaining assets after the Asset Sales[29] - The company plans to liquidate its assets and dissolve after the final closing of the Asset Sales, with no remaining assets expected for distribution to stockholders[140] Operational Changes - The company had 12 dealerships as of September 30, 2025, all of which were reclassified to held for sale[19] - The company has notified employees of expected terminations effective November 16, 2025, in connection with the closing of the Asset Sales[145][146] - The company completed asset sales resulting in net proceeds of $113.9 million, which were used to repay $61.2 million of floor plan notes payable and $46.1 million of term loan and mortgage debt[57] Revenue Breakdown - New vehicle retail revenue decreased by $62.1 million, or 50.8%, primarily due to a 52.1% decrease in new vehicle retail units sold[177] - Pre-owned vehicle retail revenue decreased by $28.2 million, or 55.0%, driven by a 55.4% decrease in pre-owned retail units sold[179] - Vehicle wholesale revenue decreased by $1.3 million, or 73.5%, due to a strategic decision to right-size RV inventory[181] - Finance and insurance revenue fell by $8.0 million, or 48.7%, in Q3 2025, driven by a 50.6% decrease in total retail units sold[183] - Service, body, and parts revenue decreased by 34.2%, with gross profit down 38.3% in Q3 2025, largely due to divestitures resulting in a $5.3 million revenue drop[184] Stock and Shareholder Information - The weighted average shares used for EPS calculations in Q3 2025 were 3,745,484, compared to 481,329 in Q3 2024[11] - A reverse stock split of 1-for-30 was executed on July 11, 2025, to increase the per share market price to meet Nasdaq listing requirements[34] - The Company anticipates delisting its common stock from Nasdaq, with the delisting expected to occur on or about November 28, 2025[143] Future Projections and Concerns - The company is facing substantial doubt about its ability to continue as a going concern due to uncertainty regarding its financial condition and liquidity needs[31] - The Company is required to comply with certain financial covenants, including maintaining liquidity above $5.0 million during the waiver period[84] - The Company must complete asset sales and repay outstanding obligations under the Credit Agreement by the end of the September 2025 Waiver Period[86]

Shares of RLX Technology Inc – ADR (NYSE:RLX) rose sharply in pre-market trading after the company reported financial results for the third quarter.RLX Technology reported quarterly earnings of 3 cents per share on $158.600 million in sales.RLX Technology shares jumped 6% to $2.47 in the pre-market trading session.Here are some other stocks moving in pre-market trading.GainersCidara Therapeutics, Inc. (NASDAQ:CDTX) surged 92% to $203.50 in pre-market trading. A Schedule 13D Amendment No. 4 filed Nov. 10 sho ...

Core Viewpoint - Lazydays Holdings, Inc. plans to delist its common stock from The Nasdaq Capital Market, with the delisting expected to be effective on or about November 28, 2025, following the completion of necessary notifications to Nasdaq and the SEC [1][4]. Group 1: Delisting and Asset Sale - The company entered into an Asset Purchase Agreement with affiliates of Campers Inn Holding Corporation to sell substantially all of its assets, with stockholder approval received on October 14, 2025 [2]. - The Asset Sale is anticipated to occur between November 17, 2025, and November 26, 2025, after which the company will wind up its remaining assets and liabilities under a Plan of Liquidation and Dissolution [2][3]. - The decision to delist is based on the burdens of operating as a listed public company outweighing the benefits, particularly due to substantial operating losses and limited cash resources [3]. Group 2: Financial Condition and Future Outlook - The company has substantial secured and unsecured indebtedness and is unable to refinance this debt, leading to the expectation that it will not be able to repay all unsecured creditors after the Asset Sale [3]. - The company anticipates that the purchase price from the Asset Sale will primarily be used to repay its indebtedness and obligations [3]. - Following the completion of the Asset Sale, the company will not have ongoing operations and does not expect to provide any return to stockholders due to their junior priority relative to creditors [3]. Group 3: Compliance and Future Operations - The company expects that ongoing compliance with Nasdaq rules will not be feasible after the Asset Sale [3]. - There are no arrangements for the common stock to be listed or registered on another national securities exchange, and there is no assurance that trading will continue in any over-the-counter market [4].

NEW YORK--(BUSINESS WIRE)--Halper Sadeh LLC, an investor rights law firm, is investigating whether the sale of substantially all of Lazydays Holdings, Inc.'s (NASDAQ: GORV) assets to CIRV Group, LLC and CIRV Group Real Estate Holdings, LLC is fair to Lazydays shareholders. Halper Sadeh encourages Lazydays shareholders to click here to learn more about their legal rights and options or contact Daniel Sadeh or Zachary Halper at (212) 763-0060 or sadeh@halpersadeh.com or zhalper@halpersadeh.com. T. ...

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - Powell Max Limited (PMAX) increased by 115% to $5.59 - Solidion Technology, Inc. (STI) rose by 102% to $11.14 - ESS Tech, Inc. (GWH) saw a 44% increase to $6.11 - Aclarion, Inc. (ACON) gained 27% reaching $10.98 - Mannatech, Incorporated (MTEX) was up 20% at $10.80 - USA Rare Earth, Inc. (USAR) increased by 19% to $38.80 - Critical Metals Corp. (CRML) rose by 18% to $17.73 - United States Antimony Corporation (UAMY) gained 13% to $13.86 - Compass Diversified (CODI) increased by 12% to $9.46 - Forward Industries, Inc. (FORD) was up 11% at $22.69 [3] Premarket Losers - Yunhong Green CTI Ltd. (YHGJ) decreased by 24% to $7.00 - Kentucky First Federal Bancorp (KFFB) fell by 22% to $2.85 - One and One Green Technologies, Inc. (YDDL) dropped 20% to $5.23 - Safe & Green Holdings Corp. (SGBX) declined by 15% to $5.25 - Lazydays Holdings, Inc. (GORV) was down 14% at $2.12 - Acurx Pharmaceuticals, Inc. (ACXP) decreased by 10% to $6.69 - Top KingWin Ltd (WAI) fell by 10% to $3.82 - Super League Enterprise, Inc. (SLE) dropped 10% to $3.75 - Chanson International Holding (CHSN) decreased by 10% to $2.28 - Alaunos Therapeutics, Inc. (TCRT) was down 5% at $3.28 [4]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Xcel Brands, Inc. (XELB) increased by 48% to $2.57 [3] - Astrotech Corporation (ASTC) rose by 21% to $5.85 [3] - Rumble Inc. (RUM) saw a 13% increase to $8.36 [3] - ClearPoint Neuro, Inc. (CLPT) gained 9% reaching $27.38 [3] - USA Rare Earth, Inc. (USAR) also increased by 9% to $24.92 [3] - Q/C Technologies, Inc. (QCLS) rose by 8% to $5.51 [3] - Lazydays Holdings, Inc. (GORV) increased by 8% to $2.61 [3] - K Wave Media Ltd. (KWM) saw a 7% rise to $2.78 [3] - Galectin Therapeutics Inc. (GALT) increased by 6% to $4.53 [3] - Wrap Technologies, Inc. (WRAP) rose by 6% to $2.86 [3] Premarket Losers - Black Titan Corporation Ordinary Shares (BTTC) decreased by 29% to $16.80 [4] - Masonglory Limited (MSGY) fell by 14% to $2.54 [4] - Aspire Biopharma Holdings, Inc. (ASBP) declined by 12% to $0.37 [4] - Urban One, Inc. (UONE) saw an 11% drop to $1.15 [4] - Reitar Logtech Holdings Limited (RITR) decreased by 7% to $2.74 [4] - Iveda Solutions, Inc. (IVDA) fell by 7% to $1.88 [4] - Erayak Power Solution Group Inc. (RAYA) decreased by 6% to $4.93 [4] - Megan Holdings Limited (MGN) saw a 6% drop to $3.32 [4] - Werewolf Therapeutics, Inc. (HOWL) declined by 5% to $1.81 [4] - SOS Limited (SOS) decreased by 4% to $2.04 [4]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - 89bio, Inc. (ETNB) increased by 83% to $14.84 [3] - Aptevo Therapeutics Inc. (APVO) rose by 75% to $2.47 [3] - Psyence Biomedical Ltd. (PBM) saw a 29% increase to $4.82 [3] - Beam Global (BEEM) gained 27% reaching $3.23 [3] - MicroAlgo Inc. (MLGO) was up 14% at $13.06 [3] - Akero Therapeutics, Inc. (AKRO) increased by 12% to $47.50 [3] - Hyperion DeFi, Inc. (HYPD) rose by 11% to $13.69 [3] - Sonnet BioTherapeutics Holdings, Inc. (SONN) increased by 11% to $7.85 [3] - FuelCell Energy, Inc. (FCEL) was up 9% at $8.34 [3] - Robo.ai Inc. (AIIO) gained 6% to $2.05 [3] Premarket Losers - Presidio Property Trust, Inc. (SQFT) decreased by 14% to $7.58 [4] - Aeluma, Inc. (ALMU) fell by 10% to $15.18 [4] - FGI Industries Ltd. (FGI) dropped 10% to $7.65 [4] - Lazydays Holdings, Inc. (GORV) was down 9% at $2.26 [4] - StableX Technologies, Inc. (SBLX) decreased by 8% to $5.40 [4] - Artelo Biosciences, Inc. (ARTL) fell by 8% to $4.48 [4] - SciSparc Ltd. (SPRC) decreased by 8% to $4.10 [4] - Cracker Barrel Old Country Store, Inc. (CBRL) was down 7% at $45.75 [4] - Columbus Circle Capital Corp I (BRR) fell by 7% to $9.42 [4] - Visionary Holdings Inc. (GV) decreased by 7% to $2.58 [4]

Group 1 - Lazydays Holdings Inc. (GORV) experienced a significant stock price surge, increasing by 22.79% in after-hours trading to $3.76, following a 24.90% gain during regular trading, after announcing a letter of intent for acquisition by Campers Inn RV [1] - Campers Inn RV intends to acquire nearly all of Lazydays' assets and those of its subsidiaries, but Lazydays indicated in a Form 8-K filing that the expected sale price might be lower than its total debts, which could lead to no recovery for stockholders [2] - The acquisition is targeted for completion before Thanksgiving, with a final deadline of December 1, and may involve site-by-site transaction closings due to the complexity of the dealership network consolidation [3] Group 2 - The acquisition will allow Campers Inn RV to operate Lazydays dealerships in multiple states, expanding its presence to 48 locations across 22 states, marking its first entry into Tennessee, Colorado, and Utah markets [4] - CEO Jeff Hirsch emphasized the strategic importance of the acquisition, stating it would ensure the traditions of both Campers Inn RV and Lazydays endure and thrive for future generations [5] - Despite the recent gains, GORV remains down 93.46% year-over-year, having dropped 88.5% from a peak of $26.73 on March 13, closing at $3.06 yesterday [5]

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)