PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) Unaudited financial statements for Q3 and YTD September 2021 show significant growth in assets, revenue, and net income, including a 2020 restatement [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$562.3 million** by September 30, 2021, driven by acquisitions and inventory, with equity more than doubling Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2021 (Unaudited) | Dec 31, 2020 (Restated) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Current Assets** | $242,754 | $203,881 | +19.1% | | Inventories | $140,741 | $116,267 | +21.0% | | Goodwill | $81,473 | $45,095 | +80.7% | | **Total Assets** | **$562,319** | **$443,998** | **+26.6%** | | **Total Current Liabilities** | $170,541 | $174,177 | -2.1% | | **Total Liabilities** | **$327,647** | **$303,499** | **+8.0%** | | **Total Stockholders' Equity** | **$179,689** | **$85,516** | **+110.1%** | [Condensed Consolidated Statements of Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Q3 2021 revenue grew **47.7%** to **$318.7 million** with net income surging to **$31.0 million**, reflecting strong year-over-year growth Financial Performance Summary (in thousands, except EPS) | Metric | Q3 2021 | Q3 2020 (Restated) | YoY Change | Nine Months 2021 | Nine Months 2020 (Restated) | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $318,728 | $215,723 | +47.7% | $912,512 | $620,538 | +47.0% | | New/Pre-owned Vehicles | $285,781 | $194,552 | +46.9% | $820,875 | $553,245 | +48.4% | | Other Revenue | $32,947 | $21,171 | +55.6% | $91,637 | $67,293 | +36.2% | | **Income from Operations** | $38,139 | $17,532 | +117.5% | $97,867 | $36,936 | +164.9% | | **Net Income** | $30,969 | $3,700 | +737.0% | $65,125 | $12,409 | +424.8% | | **Diluted EPS** | $1.16 | $0.11 | +954.5% | $2.75 | $0.40 | +587.5% | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow decreased to **$86.2 million** for YTD September 2021, while investing activities significantly increased due to acquisitions Cash Flow Summary (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 (Restated) | | :--- | :--- | :--- | | **Net Cash Provided By Operating Activities** | **$86,232** | **$141,901** | | **Net Cash Used In Investing Activities** | **($79,804)** | **($7,005)** | | Cash paid for acquisitions | ($63,036) | ($2,749) | | Purchases of property and equipment | ($16,907) | ($9,219) | | **Net Cash Used In Financing Activities** | **($2,913)** | **($84,700)** | | Net repayments under floor plan | ($23,995) | ($96,199) | | Proceeds from exercise of warrants/options | $19,898 | $40 | | **Net Increase In Cash** | **$3,515** | **$50,196** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, business combinations, and financial instruments, highlighting the 2020 restatement for warrant accounting and 2021 acquisitions - The company restated its financial statements for the three and nine months ended September 30, 2020, due to adjustments in warrant accounting. This resulted in a **$10.2 million** decrease in net income for the nine-month period, from a previously reported **$22.7 million** to a restated **$12.4 million**[29](index=29&type=chunk) - In 2021, the company completed acquisitions of Chilhowee, BYRV, and Burlington. The total consideration for 2021 acquisitions was **$63.0 million**, resulting in the recognition of **$36.0 million** in goodwill and **$21.3 million** in intangible assets[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - On July 14, 2021, the company entered into an amended and restated credit agreement with M&T Bank for an aggregate facility of approximately **$369.1 million**, consisting of a **$327 million** floor plan facility, an **$11.3 million** term loan, a **$25 million** revolving credit facility, and a **$5.8 million** mortgage loan facility[97](index=97&type=chunk) Revenue Disaggregation (in thousands) | Revenue Source | Q3 2021 | Q3 2020 | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | :--- | :--- | | New vehicle revenue | $181,395 | $130,297 | $550,366 | $362,139 | | Preowned vehicle revenue | $104,386 | $64,255 | $270,509 | $191,106 | | Parts, accessories, and services | $12,233 | $9,470 | $34,571 | $29,400 | | Finance and insurance revenue | $20,130 | $11,073 | $54,476 | $35,108 | | Campground and other revenue | $584 | $628 | $2,590 | $2,785 | | **Total** | **$318,728** | **$215,723** | **$912,512** | **$620,538** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=37&type=section&id=Item%202%20%E2%80%93%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A highlights strong Q3 2021 performance driven by consumer demand, acquisitions, and improved operating leverage, supported by a new credit facility [Results of Operations](index=45&type=section&id=Results%20of%20Operations) Q3 2021 revenue grew **47.7%** to **$318.7 million** and gross profit surged **82.9%** to **$90.3 million**, driven by strong vehicle sales and acquisitions Q3 2021 vs Q3 2020 Performance (in millions) | Metric | Q3 2021 | Q3 2020 | % Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$318.7** | **$215.7** | **+47.7%** | | New Vehicle Revenue | $181.4 | $130.3 | +39.2% | | Pre-Owned Vehicle Revenue | $104.4 | $64.2 | +62.6% | | Other Revenue | $32.9 | $21.2 | +55.2% | | **Gross Profit** | **$90.3** | **$49.3** | **+82.9%** | | **Income from Operations** | **$38.1** | **$17.5** | **+117.7%** | - The increase in new vehicle revenue for Q3 2021 was driven by a rise in units sold (from **1,645** to **2,192**) and a higher average selling price (from **$76,900** to **$82,800**)[189](index=189&type=chunk) - SG&A as a percentage of gross profit, a key metric for monitoring overhead, improved to **52.7%** in Q3 2021 from **58.0%** in Q3 2020, indicating better operating leverage as gross profit growth outpaced SG&A expense growth[181](index=181&type=chunk) [Non-GAAP Financial Measures](index=49&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA for Q3 2021 increased **118%** to **$41.5 million**, with margin improving to **13.0%**, reflecting strong operational performance Adjusted EBITDA Reconciliation (in thousands) | Line Item | Q3 2021 | Q3 2020 (Restated) | Nine Months 2021 | Nine Months 2020 (Restated) | | :--- | :--- | :--- | :--- | :--- | | **Net Income** | **$30,969** | **$3,700** | **$65,125** | **$12,409** | | Interest, Taxes, D&A | $11,049 | $6,944 | $38,308 | $22,350 | | Subtotal EBITDA | $44,018 | $12,393 | $103,433 | $34,759 | | Other Adjustments* | ($2,554) | $6,627 | $7,129 | $8,657 | | **Adjusted EBITDA** | **$41,464** | **$19,020** | **$110,562** | **$43,416** | | **Adjusted EBITDA Margin** | **13.0%** | **8.8%** | **12.1%** | **7.0%** | - *Other adjustments primarily include non-floor plan interest, LIFO adjustments, transaction costs, PPP loan forgiveness, and change in fair value of warrant liabilities[218](index=218&type=chunk)[222](index=222&type=chunk) [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2021, the company maintained strong liquidity with **$67.0 million** cash and a new **$369.1 million** credit facility - The company's liquidity as of September 30, 2021, included **$67.0 million** in cash and **$72.2 million** in working capital[230](index=230&type=chunk) - Key uses of cash in the first nine months of 2021 were **$63.0 million** for acquisitions and **$16.9 million** for capital expenditures[226](index=226&type=chunk)[230](index=230&type=chunk) - The company's new M&T credit facility provides approximately **$369.1 million** in total credit, including a **$327 million** floor plan facility and a **$25 million** revolver, supporting its growth strategy[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=55&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company has opted out of providing market risk disclosures - As a smaller reporting company, Lazydays has opted out of providing quantitative and qualitative disclosures about market risk[250](index=250&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Disclosure controls were ineffective due to a material weakness in warrant accounting, leading to a restatement, but a remediation plan is in place - A material weakness was identified in internal control over financial reporting related to the accounting for warrants, rendering disclosure controls and procedures ineffective[251](index=251&type=chunk) - The weakness stemmed from the failure to correctly apply accounting guidance (ASC 815-40) for warrants, as clarified by an SEC Staff Statement on April 12, 2021[251](index=251&type=chunk) - A remediation plan has been implemented, which includes a new control to reassess the classification of warrants at each reporting date by experienced personnel[251](index=251&type=chunk)[253](index=253&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=57&type=section&id=Item%201%20%E2%80%93%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings not expected to materially impact financial condition or operations - The company is party to multiple legal proceedings arising from the ordinary course of business, which are not expected to have a material adverse effect[256](index=256&type=chunk) [Risk Factors](index=57&type=section&id=Item%201A%20%E2%80%93%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K for December 31, 2020 - The report refers to the detailed discussion of risk factors in the Annual Report on Form 10-K for the year ended December 31, 2020, indicating no material changes[257](index=257&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) A **$25.0 million** stock repurchase program was authorized in September 2021, with no shares repurchased during the quarter - A stock repurchase program was authorized on September 13, 2021, allowing the company to buy back up to **$25.0 million** of its common stock through December 31, 2022[259](index=259&type=chunk) - No stock repurchases were made under the new program in the period from its announcement through September 30, 2021[259](index=259&type=chunk) [Other Information](index=57&type=section&id=Item%205%20%E2%80%93%20Other%20Information) No other information is reported under this item for the period - The company reported no information under this item[262](index=262&type=chunk) [Exhibits](index=58&type=section&id=Item%206%20%E2%80%93%20Exhibits) The report lists various exhibits, including acquisition agreements, credit facilities, and CEO/CFO certifications - Key exhibits filed include the asset purchase agreement for the BYRV acquisition and the amended credit agreement with M&T Bank dated July 14, 2021[263](index=263&type=chunk) - Standard CEO and CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906 were also filed as exhibits[263](index=263&type=chunk)

Lazydays Holdings, Inc. (LAZY) Q3 2021 Earnings Conference Call November 4, 2021 10:00 AM ET Company Participants Debbie Harrell - Corporate Controller Bill Murnane - Chairman and Chief Executive Officer Nick Tomashot - Chief Financial Officer Conference Call Participants Fred Wightman - Wolfe Research Operator Good morning. My name is Emma and I will be your conference operator today. At this time, I would like to welcome everyone to the Lazydays Incorporated Third Quarter 2021 Financial Results Conference ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 001-38424 Lazydays Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 82-4183 ...

Lazydays Holdings, Inc. (LAZY) Q2 2021 Earnings Conference Call August 5, 2021 10:00 AM ET Company Participants Debbie Harrell - Corporate Controller Nicholas Tomashot - CFO, Treasurer & Secretary William Murnane - Chairman & CEO Conference Call Participants Adam Kozek - Raymond James & Associates Michael Swartz - Truist Securities Ryan Sigdahl - Craig-Hallum Frederick Wightman - Wolfe Research David Kanen - Kanen Wealth Management Craig Kennison - Robert W. Baird & Co. Operator Ladies and gentlemen, thank ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 001-38424 Lazydays Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) | Delaware | 82 ...

Financial Data and Key Metrics Changes - Revenues for Q1 2021 were $271 million, an increase of $80.1 million or 42% from Q1 2020 [9] - Gross profit, excluding noncash LIFO adjustments, was $66 million, up $24.3 million or 58.4% compared to 2020 [11] - Adjusted EBITDA for the quarter was $27.8 million, up $18.3 million or 192% [14] Business Line Data and Key Metrics Changes - Revenue from the sale of recreational vehicles (RVs) was $244.9 million, up $77.7 million or 46.5% [9] - Revenue from new RVs was $167.4 million, an increase of $65 million or 63.4% [9] - Revenue from pre-owned RVs was $77.5 million, up $12.8 million or 19.7% [10] - Revenue from other channels, including parts and service, was $26.1 million, up $2.4 million or 10.3% [10] Market Data and Key Metrics Changes - Total RV unit sales, excluding wholesale units, were 3,197, an increase of 781 units or 32.3% [9] - Average selling price of new RVs was $78,400, up $4,000 or 5.4% [9] - Average selling price of pre-owned RVs was $67,800, up 14.9% compared to Q1 2020 [10] Company Strategy and Development Direction - The company plans to acquire B. Young RV dealerships in Portland, Oregon, and Vancouver, Washington, aligning with its strategy to strengthen its market presence [18] - The company aims to add at least 20 fully operational dealerships by the end of 2022, with a mix of acquisitions and greenfield developments [19] - Focus on improving customer experience and service excellence through investments in people, processes, and technology [20] Management's Comments on Operating Environment and Future Outlook - Strong demand for RVs is expected to continue, with tight inventory positively impacting margins [17] - Anticipated that dealer inventories will not normalize until the second half of 2022 at the earliest, maintaining elevated margins [18] - The company is confident in its growth pipeline and backlog, indicating strong future sales potential [18] Other Important Information - The company is undergoing a restatement related to SPAC warrant accounting, which is expected to have no impact on previously reported revenue or adjusted EBITDA [7][8] - Cash on hand as of March 31, 2021, was $79.5 million, with net working capital of $54.6 million [15] Q&A Session Summary Question: How does the average customer profile look currently? - The average customer is younger, with many new entrants under 40, but older demographics are still significant buyers [23] Question: What is the breakdown of new dealerships expected? - Approximately 50% of new dealerships will be acquired, and 50% will be greenfield [24] Question: What are the early returns from the Houston service center? - The service center has seen a strong backlog, and the company is confident in its future success [26][27] Question: Can you provide context on same-store sales growth targets? - The goal is to continue growing market share, although it varies by dealership [30] Question: How does the current inventory situation compare to consumer demand? - Demand is currently stronger than shipments, leading to a decrease in inventory [32][34]

PART I This section details Lazydays Holdings, Inc.'s business operations, market position, associated risks, property holdings, and legal and safety disclosures [Item 1. Business](index=4&type=section&id=Item%201.%20Business) Lazydays Holdings, Inc. operates RV dealerships, providing comprehensive sales, service, and financing, with significant expansion and a strong market presence - Lazydays Holdings, Inc. operates RV dealerships, providing a comprehensive portfolio of products and services for RV owners and outdoor enthusiasts, including RV sales, parts, services, financing, and camping facilities[14](index=14&type=chunk) - The company completed three acquisitions in 2020: Korges Enterprises, Inc. (Phoenix, AZ) in May, Total Value Recreational Vehicles of Indiana, Inc. (Elkhart, IN) in October, and Camp-Land, Inc. (Burns Harbor, IN) in December[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - Lazydays is known nationally as **'The RV Authority'**, a registered trademark, and operates one of the world's largest RV dealerships in Tampa, Florida, with additional locations across key RV markets in the U.S[14](index=14&type=chunk)[15](index=15&type=chunk)[22](index=22&type=chunk) - The company's growth strategy includes expanding its customer base through targeted marketing, acquiring independent dealers, and establishing new greenfield dealership and service locations[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - New vehicles from Tiffin Motorhomes, Thor Industries, Inc., Winnebago Industries, Inc., and Forest River, Inc. represented **94.7% of new vehicle sales in 2020**[31](index=31&type=chunk) - The company's operations generally experience modestly higher volumes of vehicle sales in the first half of each year due to consumer buying trends and favorable warm climates in Florida and Arizona during winter months, and in northern locations during spring[93](index=93&type=chunk) [Item 1A. Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks from the COVID-19 pandemic, financing availability, supply chain dependencies, regulatory compliance, and the cyclical nature of the RV market - The COVID-19 pandemic caused significant early declines in revenue but saw a rebound in sales from May to December 2020, driven by increased consumer demand for outdoor activities, though future sales growth is uncertain and could still negatively impact liquidity and operations[99](index=99&type=chunk)[101](index=101&type=chunk)[103](index=103&type=chunk) - The company's business is highly dependent on the availability of wholesale financing for inventory and consumer credit for RV purchases, where a decrease in financing availability or an increase in costs could adversely affect sales and operations[104](index=104&type=chunk)[105](index=105&type=chunk) - Reliance on key manufacturers (Tiffin Motorhomes, Thor Industries, Winnebago Industries, Forest River, Inc.) for new RV inventory means any issues with these suppliers could disrupt product availability and impact financial performance[108](index=108&type=chunk) - Expansion through acquisitions or new locations presents risks such as integration difficulties, unfamiliarity with new markets, and challenges in securing permits, personnel, and product lines[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - The RV industry is cyclical and seasonal, influenced by economic conditions, consumer confidence, discretionary spending, fuel prices, and interest rates, leading to potential fluctuations in sales and operating results[129](index=129&type=chunk)[130](index=130&type=chunk) - The company's credit facility contains restrictive covenants and requires maintaining specified financial ratios; failure to comply could lead to an event of default and acceleration of debt[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - The company is subject to extensive federal, state, and local regulations covering RV sales, financing, marketing, environmental, health, safety, and insurance activities, with non-compliance potentially leading to fines or operational disruptions[81](index=81&type=chunk)[156](index=156&type=chunk)[158](index=158&type=chunk) [Item 1B. Unresolved Staff Comments](index=31&type=section&id=Item%201B.%20Unresolved%20Staf%20Comments) The company reported no unresolved staff comments from the SEC - No unresolved staff comments were reported[191](index=191&type=chunk) [Item 2. Properties](index=31&type=section&id=Item%202.%20Properties) The company primarily leases its 11 dealership properties under long-term 'triple net' agreements, covering taxes, insurance, and maintenance - The company leases 7 of its 11 operational real properties, with owned properties in Tucson, Arizona, Houston, Texas, and Indiana[192](index=192&type=chunk) - Lease agreements generally feature fixed monthly rentals with annual escalation clauses and renewal terms of 5 or 20 years, structured as 'triple net' leases where the company pays real estate taxes, insurance, and maintenance[192](index=192&type=chunk) Leased Dealership Locations Overview | Location | Acres | Square Feet | Term (Years) | Initial Expiration | | :------- | :---- | :---------- | :----------- | :----------------- | | FL | 126 | 384,000 | 20 | 2035 | | FL | 6 | 3,600 | 5 | 2022 | | FL | 30 | 66,650 | 5 | 2024 | | CO | 28 | 129,300 | 5 | 2025 | | CO | 11 | 14,150 | 5 | 2025 | | CO | 6 | 18,699 | 5 | 2025 | | MN | 20 | 68,101 | 20 | 2038 | | TN | 22 | 68,544 | 10 | 2028 | | AZ | 10 | 18,211 | 10 | 2030 | [Item 3. Legal Proceedings](index=31&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings that arise in the ordinary course of business but does not anticipate that their ultimate resolution will have a material adverse effect on its financial condition or operations - The company is a party to multiple legal proceedings in the ordinary course of business[195](index=195&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[195](index=195&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures to report - No mine safety disclosures were reported[196](index=196&type=chunk) PART II This section details the company's market for common equity, selected financial data, management's discussion and analysis, and internal controls [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=32&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock and warrants are publicly traded, with no cash dividends planned and a stock repurchase program expired in 2020 - Common stock is listed on the Nasdaq Capital Market (**LAZY**); warrants are quoted on the OTC Pink marketplace (**LAZYW**)[198](index=198&type=chunk) - The company has not paid cash dividends on common stock and does not plan to in the foreseeable future, with future policy dependent on operations, capital requirements, and credit facility restrictions[202](index=202&type=chunk) - In 2020, the company issued **1,038,040 shares of common stock** through cashless exercises of pre-funded warrants and **5,755 shares** through cashless exercise of a PIPE Investment warrant, exempt from registration under Section 3(a)(9) of the Securities Act[203](index=203&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk) Warrants High and Low Sales Prices (2018-2020) | Period* | High | Low | | :------------- | :----- | :----- | | **2020** | | | | Fourth Quarter | $3.50 | $1.95 | | Third Quarter | $2.70 | $0.50 | | Second Quarter | $0.50 | $0.04 | | First Quarter | $0.13 | $0.04 | | **2019** | | | | Fourth Quarter | $0.11 | $0.10 | | Third Quarter | $0.09 | $0.09 | | Second Quarter | $0.11 | $0.07 | | First Quarter | $0.45 | $0.30 | | **2018** | | | | Fourth Quarter | $1.00 | $0.40 | | Third Quarter | $1.60 | $1.15 | | Second Quarter | $1.85 | $0.80 | | First Quarter | - | - | - The stock repurchase program, authorizing up to **$4.0 million** in common stock repurchases, expired on December 31, 2020, with no shares purchased during the fourth quarter of 2020[208](index=208&type=chunk) [Item 6. Selected Financial Data](index=33&type=section&id=Item%206.%20Selected%20Financial%20Data) The company has elected scaled disclosure requirements for smaller reporting companies, thus this item is not applicable - Information requested by this Item is not applicable as the Company has elected scaled disclosure requirements available to smaller reporting companies[209](index=209&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Lazydays' financial performance, liquidity, and capital resources, highlighting 2020 revenue growth, COVID-19 impacts, and key accounting policies [Forward Looking Statements](index=34&type=section&id=Forward%20Looking%20Statements) This subsection outlines forward-looking statements and the inherent risks and uncertainties that could impact future financial performance - The report contains forward-looking statements regarding future financial position, business strategy, costs, and management objectives, which are subject to risks and uncertainties[211](index=211&type=chunk) - Key cautionary statements include the ultimate effect of COVID-19, availability of financing, fuel prices, manufacturer well-being, supply arrangement changes, economic conditions, customer attraction/retention, competition, expansion risks, brand strength, inventory management, sales fluctuations, business cyclicality/seasonality, local market conditions, debt obligations, capital availability, natural disasters, third-party relationships, regulatory compliance, IT systems, product liability, risk management, asset impairment, and capital stock related risks[212](index=212&type=chunk)[213](index=213&type=chunk)[215](index=215&type=chunk) [Business Overview](index=36&type=section&id=Business%20Overview) This subsection provides a high-level overview of the company's business model and primary revenue streams Revenue Contribution by Category (2019-2020) | Revenue Category | 2020 | 2019 | | :--------------------- | :-------- | :-------- | | New vehicle revenue | 58.7% | 54.8% | | Preowned vehicle revenue | 30.6% | 33.2% | | Other | 10.7% | 12.0% | | Total | 100.0% | 100.0% | - New and pre-owned RV sales consistently accounted for approximately **88-89% of total revenues** in 2019 and 2020[216](index=216&type=chunk) [Key Performance Indicators](index=37&type=section&id=Key%20Performance%20Indicators) This subsection analyzes key financial metrics including gross profit, SG&A efficiency, and Adjusted EBITDA, demonstrating performance improvements Gross Profit and Gross Margin (2019-2020) | Metric | 2020 | 2019 | | :----------- | :----------- | :----------- | | Gross Profit | $179.0 million | $132.2 million | | Gross Margin | 21.9% | 20.5% | - Gross profit increased by **35.4%** in 2020, and gross margin improved from **20.5% to 21.9%**, primarily due to growth in all business lines and the ability to maintain higher margins during tight inventory and supply conditions[218](index=218&type=chunk)[245](index=245&type=chunk) SG&A as a Percentage of Gross Profit (2019-2020) | Metric | 2020 | 2019 | | :------------------------------- | :---- | :---- | | SG&A as a percentage of Gross Profit | 65.8% | 78.0% | - SG&A as a percentage of gross profit decreased from **78.0% in 2019 to 65.8% in 2020**, reflecting gross profit growth exceeding SG&A cost growth, improved fixed cost operating leverage, and overhead cost reductions[221](index=221&type=chunk) Adjusted EBITDA (2019-2020) | Metric | 2020 | 2019 | | :------------- | :------------ | :------------ | | Adjusted EBITDA | $58,953 thousand | $27,915 thousand | Adjusted EBITDA Margin (2019-2020) | Metric | 2020 | 2019 | | :----------------- | :---- | :---- | | Adjusted EBITDA Margin | 7.2% | 4.3% | [COVID-19 Developments](index=38&type=section&id=COVID-19%20Developments) This subsection details the company's strategic responses to the COVID-19 pandemic, including cost-saving measures and liquidity management - In response to the COVID-19 pandemic, the company implemented cost-saving measures in April 2020, including a **25% workforce reduction**, temporary salary cuts for senior management, suspension of 2020 pay increases and 401k match, and delay of non-critical capital projects[227](index=227&type=chunk)[228](index=228&type=chunk)[234](index=234&type=chunk) - The company negotiated temporary suspensions of principal and interest payments on term and mortgage loans (April 15 - June 15, 2020) and floorplan curtailment payments (April 1 - June 15, 2020) with lenders[229](index=229&type=chunk) - Received **$8.7 million** in loans under the Paycheck Protection Program (PPP Loans), with an application for loan forgiveness submitted[229](index=229&type=chunk) - Sales of new and pre-owned vehicles significantly improved starting May 2020, attributed to increased consumer demand for outdoor, socially distanced travel and leisure activities[231](index=231&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) This subsection provides a detailed analysis of the company's financial results, including revenue, expenses, and net income for the period Summary Financial Data (in thousands) | Metric | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :------------------------------------------------ | :---------------------- | :---------------------- | | Revenues | | | | New and pre-owned vehicles | $729,872 | $567,058 | | Other | $87,238 | $77,854 | | **Total revenue** | **$817,110** | **$644,912** | | Cost of revenues (excluding depreciation and amortization expense) | | | | New and pre-owned vehicles | $616,047 | $490,676 | | Adjustments to LIFO reserve | ($93) | $2,445 | | Other | $22,174 | $19,612 | | **Total cost of revenues** | **$638,128** | **$512,733** | | **Gross profit** | **$178,982** | **$132,179** | | Transaction costs | $935 | $865 | | Depreciation and amortization expense | $11,262 | $10,813 | | Stock-based compensation expense | $1,566 | $4,864 | | Selling, general, and administrative expenses | $117,681 | $103,509 | | **Income from operations** | **$47,538** | **$12,128** | | Other income/expenses | | |\ | (Loss) gain on sale of property and equipment | ($7) | $11 | | Interest expense | ($8,047) | ($10,328) | | **Total other expense** | **($8,054)** | **($10,317)** | | **Income before income tax expense** | **$39,484** | **$1,811** | | Income tax expense | ($10,364) | ($1,097) | | **Net income** | **$29,120** | **$714** | - Total revenue increased by **$172.2 million (26.7%) to $817.1 million** in 2020, driven by favorable RV industry trends due to COVID-19's impact on consumer lifestyles[236](index=236&type=chunk) - New vehicle sales revenue increased by **$126.4 million (35.8%) to $479.6 million**, due to a rise in units sold (4,652 to 6,151) and a slight increase in average unit selling price ($75,500 to $76,400)[238](index=238&type=chunk) - Pre-owned vehicle sales revenue increased by **$36.5 million (17.1%) to $250.3 million**, with units sold increasing (2,939 to 3,869) but average unit selling price decreasing ($65,500 to $60,700) due to mix[239](index=239&type=chunk) - Other revenue, including parts, accessories, services, and finance/insurance, increased by **$9.3 million (11.9%) to $87.2 million**, primarily due to higher RV unit sales and increased penetration rates on finance and insurance products[241](index=241&type=chunk)[243](index=243&type=chunk)[247](index=247&type=chunk) - Campground and other revenue decreased by **$2.0 million (37.2%)** due to the discontinuance of RV rentals in 2019[244](index=244&type=chunk) - SG&A expenses increased by **13.7% to $117.7 million**, mainly due to overhead from new acquisitions and increased performance wages, partially offset by cost reduction actions in April 2020[248](index=248&type=chunk) - Interest expense decreased by **$2.3 million to $8.0 million**, driven by more favorable interest rates, lower floorplan balances, and the use of an interest reduction equity account[250](index=250&type=chunk) - Income tax expense rose to **$10.4 million in 2020** from **$1.1 million in 2019**, reflecting the significant increase in income before taxes[251](index=251&type=chunk) [Non-GAAP Financial Measures](index=42&type=section&id=Non-GAAP%20Financial%20Measures) This subsection defines and reconciles non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, used for performance evaluation - The company uses non-GAAP financial measures like EBITDA and Adjusted EBITDA to evaluate financial performance, understand underlying operating results, and for planning purposes, as they reflect operating drivers and capacity to fund capital expenditures[223](index=223&type=chunk)[224](index=224&type=chunk) - Adjusted EBITDA is defined as net income (loss) excluding depreciation and amortization, non-floor plan interest expense, amortization of intangible assets, income tax expense, stock-based compensation, transaction costs, LIFO adjustments, severance costs, other one-time charges, and gain (loss) on sale of property and equipment[224](index=224&type=chunk)[255](index=255&type=chunk) Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | 2020 | 2019 | | :------------------------------------------------ | :------------ | :------------ | | Net income | $29,120 | $714 | | Interest expense, net | $8,047 | $10,328 | | Depreciation and amortization of property and equipment | $6,682 | $6,848 | | Amortization of intangible assets | $4,580 | $3,965 | | Income tax expense | $10,364 | $1,097 | | **Subtotal EBITDA** | **$58,793** | **$22,952** | | Floor plan interest | ($2,255) | ($4,412) | | LIFO adjustment | ($93) | $2,445 | | Transaction costs | $935 | $865 | | Loss (gain) on sale of property and equipment | $7 | ($11) | | Impairment of retired rental units | - | $439 | | Severance costs/Other | - | $773 | | Stock-based compensation | $1,566 | $4,864 | | **Adjusted EBITDA** | **$58,953** | **$27,915** | [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) This subsection assesses the company's cash flow, working capital, and debt facilities, outlining its financial flexibility and future liquidity Cash Flow Summary (in thousands) | Cash Flow Category | 2020 | 2019 | | :-------------------------------- | :------------ | :------------ | | Net cash provided by operating activities | $111,067 | $38,922 | | Net cash used in investing activities | ($30,324) | ($19,406) | | Net cash used in financing activities | ($48,689) | ($14,661) | | Net increase in cash | $32,054 | $4,855 | - Net cash from operating activities significantly increased to **$111.1 million in 2020** from **$38.9 million in 2019**, primarily due to higher net income and a **$63.4 million decrease in inventory** (excluding acquisitions)[263](index=263&type=chunk) - Net cash used in investing activities increased to **$30.3 million in 2020**, mainly for **$16.7 million in acquisitions** and **$18.6 million in property and equipment purchases**, partially offset by a **$4.9 million sale-leaseback**[264](index=264&type=chunk) - Net cash used in financing activities was **$48.7 million in 2020**, primarily due to **$59.4 million in M&T Floor Plan Line of Credit repayments** and **$2.3 million in M&T Term Loan repayments**, partially offset by new mortgage, PPP loans, and sale-leaseback proceeds[265](index=265&type=chunk) - As of December 31, 2020, the company had **$63.5 million in cash** and **$29.7 million in working capital**, expecting adequate liquidity for the next twelve months through cash from operations and borrowing capacity[268](index=268&type=chunk) - The M&T Credit Facility, including a **$175 million floor plan line of credit**, a **$20 million term loan**, and a **$5 million revolver**, was extended to mature on June 15, 2021, with the company negotiating a replacement facility[270](index=270&type=chunk)[277](index=277&type=chunk) M&T Credit Facility Outstanding Balances (as of Dec 31, 2020) | Facility | Outstanding Balance (in millions) | | :------------------------ | :-------------------------------- | | M&T Floor Plan Line of Credit | $105.5 | | M&T Term Loan | $12.8 | | M&T Mortgage | $6.0 | [Cyclicality](index=46&type=section&id=Cyclicality) This subsection discusses the RV industry's inherent cyclicality, influenced by economic conditions and consumer behavior - RV vehicle unit sales are historically cyclical, fluctuating with general economic cycles and influenced by consumer confidence, discretionary spending, fuel prices, interest rates, and credit availability[279](index=279&type=chunk) [Seasonality and Effects of Weather](index=47&type=section&id=Seasonality%20and%20Effects%20of%20Weather) This subsection examines the seasonal sales patterns and potential operational impacts from severe weather events - Operations generally see higher vehicle sales volumes in the first half of the year due to consumer buying trends and favorable warm climates in Florida and Arizona during winter, and northern locations during spring[281](index=281&type=chunk) - Severe weather events, particularly hurricanes in Florida, could damage property and inventory, decrease dealership traffic, and disrupt operations, potentially exceeding insurance coverage[282](index=282&type=chunk) [Critical Accounting Policies and Estimates](index=47&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This subsection details the significant accounting policies and estimates that underpin the company's financial statements - The company's financial statements rely on significant estimates and assumptions, including valuation of net assets in business combinations, goodwill and intangible assets, provision for charge-backs, inventory write-downs, allowance for doubtful accounts, and stock-based compensation[283](index=283&type=chunk)[284](index=284&type=chunk) - Revenue from vehicle sales is recognized upon delivery, title transfer, and financing completion; revenue from parts, accessories, and services is recognized as delivered or approved; commissions from financing and insurance are recognized at sale, with an allowance for future charge-backs[288](index=288&type=chunk)[289](index=289&type=chunk)[290](index=290&type=chunk) - The Series A Preferred Stock is classified as temporary equity, net of issuance costs and warrant fair value, with unpaid dividends accumulated within its carrying value[291](index=291&type=chunk) - Stock-based compensation is recognized as an expense over the employee's service period based on fair value at grant date, and lease accounting was updated in 2020, requiring recognition of operating lease assets and liabilities on the balance sheet[292](index=292&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has elected scaled disclosure requirements for smaller reporting companies, thus this item is not applicable - Information requested by this Item is not applicable as the Company has elected scaled disclosure requirements available to smaller reporting companies[295](index=295&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section provides audited consolidated financial statements, including balance sheets, statements of operations, cash flows, and detailed notes, along with the independent auditor's report [Report of Independent Registered Public Accounting Firm](index=50&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) This subsection contains the independent auditor's unqualified opinion on the consolidated financial statements, affirming GAAP conformity - Marcum LLP audited the consolidated financial statements for Lazydays Holdings, Inc. and Subsidiaries for the two years ended December 31, 2020, and issued an **unqualified opinion**, stating the financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows in conformity with GAAP[299](index=299&type=chunk) - The company adopted ASU No. 2016-02, Leases (Topic 842), effective January 1, 2020, using the modified retrospective approach[300](index=300&type=chunk) - No critical audit matters were identified for the current period audit[304](index=304&type=chunk) [Consolidated Balance Sheets](index=51&type=section&id=Consolidated%20Balance%20Sheets) This subsection presents the company's financial position, detailing assets, liabilities, and equity at specific points in time Consolidated Balance Sheets (in thousands) | ASSETS | Dec 31, 2020 | Dec 31, 2019 | | :------------------------------------------------ | :----------- | :----------- | | **Current assets** | | | | Cash | $63,512 | $31,458 | | Receivables, net | $19,464 | $16,025 | | Inventories | $116,267 | $160,864 | | Income tax receivable | $1,898 | $326 | | Prepaid expenses and other | $2,740 | $2,999 | | **Total current assets** | **$203,881** | **$211,672** | | Property and equipment, net | $106,320 | $86,876 | | Operating lease assets | $15,472 | - | | Goodwill | $45,095 | $38,979 | | Intangible assets, net | $72,757 | $68,854 | | Other assets | $473 | $255 | | **Total assets** | **$443,998** | **$406,636** | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | **Current liabilities** | | | | Accounts payable, accrued expenses and other current liabilities | $38,781 | $23,855 | | Dividends payable | $1,210 | - | | Floor plan notes payable, net of debt discount | $105,399 | $143,949 | | Financing liability, current portion | $1,462 | $936 | | Long-term debt, current portion | $24,161 | $5,993 | | Operating lease liability, current portion | $3,164 | - | | **Total current liabilities** | **$174,177** | **$174,733** | | **Long term liabilities** | | | | Financing liability, non-current portion, net of debt discount | $78,634 | $63,557 | | Long term debt, non-current portion, net of debt discount | $8,445 | $15,573 | | Operating lease liability, non-current portion | $12,056 | - | | Deferred tax liability | $15,091 | $16,450 | | **Total liabilities** | **$288,403** | **$270,313** | | Series A Convertible Preferred Stock | $54,983 | $60,893 | | **Stockholders' Equity** | | | | Additional paid-in capital | $80,072 | $79,186 | | Treasury Stock | ($499) | ($314) | | Retained earnings (accumulated deficit) | $21,039 | ($3,442) | | **Total stockholders' equity** | **$100,612** | **$75,430** | | **Total liabilities and stockholders' equity** | **$443,998** | **$406,636** | [Consolidated Statements of Operations](index=53&type=section&id=Consolidated%20Statements%20of%20Operations) This subsection outlines the company's revenues, expenses, and net income over the reporting periods Consolidated Statements of Operations (in thousands) | Metric | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :------------------------------------------------ | :---------------------- | :---------------------- | | Revenues | | | | New and pre-owned vehicles | $729,872 | $567,058 | | Other | $87,238 | $77,854 | | **Total revenues** | **$817,110** | **$644,912** | | Cost applicable to revenues | | | | New and pre-owned vehicles | $615,954 | $493,121 | | Other | $22,174 | $19,612 | | **Total cost applicable to revenue** | **$638,128** | **$512,733** | | Transaction costs | $935 | $865 | | Depreciation and amortization | $11,262 | $10,813 | | Stock-based compensation | $1,566 | $4,864 | | Selling, general, and administrative expenses | $117,681 | $103,509 | | **Income from operations** | **$47,538** | **$12,128** | | Other income/expenses | | | | (Loss) gain on sale of property and equipment | ($7) | $11 |\ | Interest expense | ($8,047) | ($10,328) | | **Total other expense** | **($8,054)** | **($10,317)** | | **Income before income tax expense** | **$39,484** | **$1,811** | | Income tax expense | ($10,364) | ($1,097) | | **Net income** | **$29,120** | **$714** | | Dividends on Series A Convertible Preferred Stock | ($6,283) | ($5,910) | | **Net income (loss) attributable to common stock and participating securities** | **$22,837** | **($5,196)** | | **EPS:** | | | | Basic and diluted income (loss) per share | $1.56 | ($0.53) | | Weighted average shares outstanding - basic and diluted | 9,809,783 | 9,781,870 | [Consolidated Statements of Stockholders' Equity](index=54&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) This subsection details changes in the company's equity accounts, including common stock, retained earnings, and treasury stock Consolidated Statement of Stockholders' Equity (in thousands) | Metric | Balance at Jan 1, 2019 | Stock-based compensation | Repurchase of unit purchase options | Repurchase of treasury stock | Shares issued pursuant to ESPP | Dividends on Series A preferred stock | Net income | Balance at Dec 31, 2019 | | :------------------------------------ | :--------------------- | :----------------------- | :---------------------------------- | :--------------------------- | :----------------------------- | :------------------------------------ | :--------- | :---------------------- | | Common Stock Shares | 8,471,608 | - | - | - | 35,058 | - | - | 8,506,666 | | Common Stock Amount | $ - | - | - | - | - | - | - | $ - | | Treasury Stock Shares | - | - | - | 78,000 | - | - | - | 78,000 | | Treasury Stock Amount | - | - | - | ($314) | - | - | - | ($314) | | Additional Paid-In Capital | $80,606 | $4,864 | ($500) | - | $126 | ($5,910) | - | $79,186 | | Retained Earnings (Accumulated Deficit) | ($4,156) | - | - | - | - | - | $714 | ($3,442) | | Total Stockholders' Equity | $76,450 | $4,864 | ($500) | ($314) | $126 | ($5,910) | $714 | $75,430 | | Metric | Balance at Dec 31, 2019 | Stock-based compensation | Repurchase of Treasury Stock | Conversion of pre-funded warrants, warrants and options | Shares issued pursuant to ESPP | Dividends on Series A preferred stock | Net income | Balance at Dec 31, 2020 | | :------------------------------------ | :---------------------- | :----------------------- | :--------------------------- | :-------------------------------------- | :----------------------------- | :------------------------------------ | :--------- | :---------------------- | | Common Stock Shares | 8,506,666 | - | - | 1,107,181 | 42,194 | - | - | 9,656,041 | | Common Stock Amount | $ - | - | - | - | - | - | - | $ - | | Treasury Stock Shares | 78,000 | - | 63,299 | - | - | - | - | 141,299 | | Treasury Stock Amount | ($314) | - | ($185) | - | - | - | - | ($499) | | Additional Paid-In Capital | $79,186 | $1,566 | - | $629 | $335 | ($1,644) | - | $80,072 | | Retained Earnings (Accumulated Deficit) | ($3,442) | - | - | - | - | ($4,639) | $29,120 | $21,039 | | Total Stockholders' Equity | $75,430 | $1,566 | ($185) | $629 | $335 | ($6,283) | $29,120 | $100,612 | [Consolidated Statements of Cash Flows](index=55&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This subsection summarizes cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows (in thousands) | Cash Flow Category | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :-------------------------------------- | :---------------------- | :---------------------- | | **Cash Flows From Operating Activities** | | | | Net income | $29,120 | $714 | | Adjustments to reconcile net income to net cash provided by operating activities | $15,722 | $13,958 | | Changes in operating assets and liabilities | $66,225 | $24,250 | | **Net Cash Provided By Operating Activities** | **$111,067** | **$38,922** | | **Cash Flows From Investing Activities** | | | | Cash paid for acquisitions | ($16,653) | ($2,568) | | Proceeds from sales of property and equipment | $4,970 | $37 | | Purchases of property and equipment | ($18,641) | ($16,875) | | **Net Cash Used In Investing Activities** | **($30,324)** | **($19,406)** | | **Cash Flows From Financing Activities** | | | | Net repayments under M&T bank floor plan | ($59,442) | ($11,151) | | Borrowings under Houston mortgage with M&T bank and PPP Loans | $14,840 | - | | Repayment of long term debt with M&T bank | ($2,303) | ($2,900) | | Proceeds from financing liability | $12,772 | $3,972 | | Repayments of financing liability | ($1,101) | ($730) | | Payment of dividends on Series A preferred stock | ($10,983) | ($1,210) | | Repurchase of Unit Purchase Options | - | ($500) | | Repurchase of Treasury Stock | ($185) | ($314) | | Proceeds from shares issued pursuant to the Employee Stock Purchase Plan | $335 | $126 | | Proceeds from exercise of stock options | $629 | - | | Repayments of acquisition notes payable | ($3,102) | ($1,930) | | Loan issuance costs | ($149) | ($24) | | **Net Cash Used In Financing Activities** | **($48,689)** | **($14,661)** | | **Net Increase In Cash** | **$32,054** | **$4,855** | | Cash - Beginning | $31,458 | $26,603 | | **Cash - Ending** | **$63,512** | **$31,458** | Supplemental Disclosures of Cash Flow Information (in thousands) | Supplemental Disclosures of Cash Flow Information: | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :------------------------------------------------- | :---------------------- | :---------------------- | | Cash paid during the period for interest | $8,176 | $10,120 | | Cash paid during the period for income taxes net of refunds received | $13,296 | $1,061 | | Non-Cash Investing and Financing Activities | | | | Rental vehicles transferred to inventory, net | - | $2,792 | | Fixed assets purchased with accounts payable | $3,534 | $1,546 | | Accrued dividends on Series A Preferred Stock | $1,210 | $5,910 | | Operating lease assets - ASC 842 adoption | ($17,781) | - | | Operating lease liabilities - ASC 842 adoption | $17,845 | - | | Operating lease assets - new | ($756) | - | | Operating lease liabilities - new | $756 | - | | Notes payable incurred in acquisitions | $1,600 | $3,045 | | Net assets acquired in acquisitions | $12,137 | $5,613 | [Notes to Consolidated Financial Statements](index=58&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This subsection provides detailed explanations and disclosures supporting the consolidated financial statements [NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS](index=58&type=section&id=NOTE%201%20%E2%80%93%20BUSINESS%20ORGANIZATION%20AND%20NATURE%20OF%20OPERATIONS) This note details the company's formation, organizational structure, and the nature of its RV dealership operations - Lazydays Holdings, Inc. was formed through the merger of Andina Acquisition Corp. II and Lazy Days' R.V. Center, Inc. on March 15, 2018, becoming a holding company operating RV dealerships[320](index=320&type=chunk) - The company operates RV dealerships in ten locations across Florida, Colorado, Arizona, Tennessee, Minnesota, and Indiana, plus a dedicated service center near Houston, Texas[321](index=321&type=chunk) - Services include sales and servicing of new/pre-owned RVs, parts/accessories, extended service contracts, overnight campground/restaurant facilities, and arranging third-party financing and warranties[321](index=321&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=58&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note describes the significant accounting policies and critical estimates used in preparing the financial statements - The consolidated financial statements include Holdings, Lazydays RV, and its wholly-owned subsidiaries, with all significant inter-company accounts and transactions eliminated[322](index=322&type=chunk) - Key estimates and assumptions include business combination valuations, goodwill and intangible assets, charge-back provisions, inventory write-downs, doubtful accounts, and stock-based compensation[323](index=323&type=chunk) - Revenue recognition follows ASC 606, recognizing revenue when control of goods/services is transferred; vehicle sales are recognized at delivery, title transfer, and financing completion; parts/services revenue is recognized as delivered or approved; commissions from financing/insurance are recognized at sale, with an allowance for charge-backs[326](index=326&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk)[332](index=332&type=chunk) Disaggregation of Revenue (in thousands) | Revenue Category | 2020 | 2019 | | :------------------------------ | :-------- | :-------- | | New vehicle revenue | $479,611 | $353,228 | | Preowned vehicle revenue | $250,261 | $213,830 | | Parts, accessories, and related services | $38,630 | $35,607 | | Finance and insurance revenue | $45,123 | $36,698 | | Campground, rental, and other revenue | $3,485 | $5,549 | | **Total** | **$817,110** | **$644,912** | - Vehicle and parts inventories are recorded at the lower of cost or net realizable value using the LIFO method; property and equipment are depreciated using the straight-line method over estimated useful lives[337](index=337&type=chunk)[339](index=339&type=chunk) - Goodwill, trade names, and trademarks are not amortized but are evaluated annually for impairment; manufacturer and customer relationships are amortized over 7-12 years[341](index=341&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk) - The company adopted the new lease accounting standard (ASC 842) on January 1, 2020, using the modified-retrospective method, resulting in approximately **$17.8 million in operating lease assets and liabilities**[375](index=375&type=chunk)[376](index=376&type=chunk) - Four manufacturers (Thor Industries, Winnebago Industries, Tiffin Motorhomes, and Forest River, Inc.) accounted for **95.6% of RV purchases in 2020** (26.1%, 25.0%, 24.0%, and 19.5% respectively)[366](index=366&type=chunk) Geographic Revenue Concentrations (2019-2020) | Location | 2020 | 2019 | | :------- | :--- | :--- | | Florida | 63% | 68% | | Colorado | 14% | 14% | | Arizona | 10% | <10% | [NOTE 3 – BUSINESS COMBINATIONS](index=68&type=section&id=NOTE%203%20%E2%80%93%20BUSINESS%20COMBINATIONS) This note provides details on the company's business acquisitions, including acquired assets and goodwill - In 2020, the company acquired Korges Enterprises, Inc. (May), Total Value Recreation Vehicles of Indiana, Inc. (October), and Camp-Land, Inc. (December); in 2019, Alliance Coach Inc. was acquired[385](index=385&type=chunk)[386](index=386&type=chunk)[387](index=387&type=chunk)[389](index=389&type=chunk) - These acquisitions were accounted for as business combinations using the purchase method, with preliminary allocation of fair value to assets acquired and liabilities assumed[390](index=390&type=chunk) Net Assets Acquired in Business Combinations (in thousands) | Category | 2020 | 2019 | | :-------------------- | :-------- | :-------- | | Inventories | $18,932 | $12,171 | | Accounts receivable and prepaid expenses | $1,167 | $53 | | Property and equipment | $5,417 | $77 | | Intangible assets | $8,480 | $2,630 | | Total assets acquired | $33,996 | $14,931 | | Accounts payable, accrued expenses and other current liabilities | $1,004 | $243 | | Floor plan notes payable | $20,855 | $11,434 | | Total liabilities assumed | $21,859 | $11,677 | | **Net assets acquired** | **$12,137** | **$3,254** | Goodwill from Acquisitions (in thousands) | Metric | 2020 | 2019 | | :------------------ | :------ | :------ | | Total consideration | $18,253 | $5,506 | | Less net assets acquired | $12,137 | $3,254 | | **Goodwill** | **$6,116** | **$2,252** | - The 2020 acquisitions contributed approximately **$39.5 million in revenue** and **$2.4 million in pre-tax income**; the 2019 acquisitions contributed approximately **$91.2 million in revenue** and **$3.9 million in pre-tax income**[392](index=392&type=chunk) [NOTE 4 – RECEIVABLES, NET](index=71&type=section&id=NOTE%204%20%E2%80%93%20RECEIVABLES%2C%20NET) This note details the composition of net receivables, including contracts in transit and manufacturer receivables Receivables, Net (in thousands) | Category | Dec 31, 2020 | Dec 31, 2019 | | :-------------------------------- | :----------- | :----------- | | Contracts in transit and vehicle receivables | $15,995 | $11,544 | | Manufacturer receivables | $2,705 | $3,539 | | Finance and other receivables | $1,423 | $1,324 | | Total receivables | $20,123 | $16,407 | | Less: Allowance for doubtful accounts | ($659) | ($382) | | **Net Receivables** | **$19,464** | **$16,025** | - Contracts in transit represent receivables from financial institutions for customer-financed vehicle sales; manufacturer receivables are for incentives and rebates, treated as a reduction of cost of revenues[397](index=397&type=chunk) [NOTE 5 – INVENTORIES](index=72&type=section&id=NOTE%205%20%E2%80%93%20INVENTORIES) This note outlines the valuation method and composition of the company's new and pre-owned RV inventories Inventories (in thousands) | Category | Dec 31, 2020 | Dec 31, 2019 | | :---------------------------- | :----------- | :----------- | | New recreational vehicles | $92,434 | $124,096 | | Pre-owned recreational vehicles | $22,967 | $36,639 | | Parts, accessories and other | $4,493 | $3,848 | | Total | $119,894 | $164,583 | | Less: excess of current cost over LIFO | ($3,627) | ($3,719) | | **Net Inventories** | **$116,267** | **$160,864** | - Inventories are valued at the lower of cost or net realizable value using the LIFO method, including purchase, reconditioning, dealer-installed accessories, and freight costs[337](index=337&type=chunk) [NOTE 6 – PROPERTY AND EQUIPMENT, NET](index=72&type=section&id=NOTE%206%20%E2%80%93%20PROPERTY%20AND%20EQUIPMENT%2C%20NET) This note provides a breakdown of property and equipment, net of accumulated depreciation and amortization Property and Equipment, Net (in thousands) | Category | Dec 31, 2020 | Dec 31, 2019 | | :-------------------------------------- | :----------- | :----------- | | Land | $25,954 | $22,496 | | Building and improvements including leasehold improvements | $74,767 | $62,206 | | Furniture and equipment | $8,572 | $6,747 | | Company vehicles | $987 | $747 | | Construction in progress | $13,606 | $5,603 | | Total | $123,886 | $97,799 | | Less: Accumulated depreciation and amortization | ($17,566) | ($10,923) | | **Net Property and Equipment** | **$106,320** | **$86,876** | Depreciation and Amortization Expense (in thousands) | Expense | 2020 | 2019 | | :------------ | :------ | :------ | | Depreciation | $6,682 | $6,848 | [NOTE 7 – INTANGIBLE ASSETS](index=73&type=section&id=NOTE%207%20%E2%80%93%20INTANGIBLE%20ASSETS) This note details the company's amortizable and non-amortizable intangible assets, including their net values Intangible Assets, Net (in thousands) | Category | Gross Carrying Amount (2020) | Accumulated Amortization (2020) | Net Asset Value (2020) | Gross Carrying Amount (2019) | Accumulated Amortization (2019) | Net Asset Value (2019) | | :---------------------------- | :--------------------------- | :------------------------------ | :--------------------- | :--------------------------- | :------------------------------ | :--------------------- | | **Amortizable intangible assets:** | | | | | | | | Manufacturer relationships | $43,800 | $8,901 | $34,899 | $35,800 | $5,180 | $30,620 | | Customer relationships | $9,790 | $2,233 | $7,557 | $9,540 | $1,406 | $8,134 | | Non-Compete agreements | $230 | $29 | $201 | - | - | - | | Total Amortizable | $53,820 | $11,163 | $42,657 | $45,340 | $6,586 | $38,754 | | **Non-amortizable intangible assets:** | | | | | | | | Trade names and trademarks | $30,100 | - | $30,100 | $30,100 | - | $30,100 | | **Total Intangible Assets** | **$83,920** | **$11,163** | **$72,757** | **$75,440** | **$6,586** | **$68,854** | Amortization Expense (in thousands) | Expense | 2020 | 2019 | | :------------ | :------ | :------ | | Amortization | $4,580 | $3,965 | - As of December 31, 2020, the weighted average remaining amortization period for intangible assets was **8.6 years**[402](index=402&type=chunk) [NOTE 8 – FINANCING LIABILITY](index=74&type=section&id=NOTE%208%20%E2%80%93%20FINANCING%20LIABILITY) This note details financing liabilities arising from failed sale-leaseback arrangements and their future payment obligations - The company has financing liabilities from failed sale-leaseback arrangements for land, building, and improvements, with implied interest rates of **7.3% and 7.9%**[404](index=404&type=chunk)[405](index=405&type=chunk) Financing Liabilities, Net of Debt Discount (in thousands) | Category | Dec 31, 2020 | Dec 31, 2019 | | :-------------------------------- | :----------- | :----------- | | Financing liability | $80,254 | $64,568 | | Debt discount | ($158) | ($75) | | Financing liability, net of debt discount | $80,096 | $64,493 | | Less: current portion | $1,462 | $936 | | **Financing liability, non-current portion** | **$78,634** | **$63,557** | Future Minimum Payments for Financing Liabilities (in thousands) | Years ending December 31, | Principal | Interest | Total Payments | | :------------------------ | :-------- | :------- | :------------- | | 2021 | $1,639 | $5,233 | $6,872 | | 2022 | $1,890 | $5,329 | $7,219 | | 2023 | $2,168 | $5,196 | $7,364 | | 2024 | $2,469 | $5,042 | $7,511 | | 2025 | $2,794 | $4,868 | $7,662 | | Thereafter | $56,513 | $34,792 | $91,305 | | **Total** | **$67,473** | **$60,460** | **$127,933** | [NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=75&type=section&id=NOTE%209%20%E2%80%93%20ACCOUNTS%20PAYABLE%2C%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) This note provides a detailed breakdown of accounts payable, accrued expenses, and other current liabilities Accounts Payable, Accrued Expenses and Other Current Liabilities (in thousands) | Category | Dec 31, 2020 | Dec 31, 2019 | | :---------------------------------------------- | :----------- | :----------- | | Accounts payable | $18,077 | $11,231 | | Other accrued expenses | $4,713 | $3,392 | | Customer deposits | $6,002 | $2,267 | | Accrued compensation | $4,311 | $2,388 | | Accrued charge-backs | $5,553 | $4,221 | | Accrued interest | $125 | $356 | | **Total** | **$38,781** | **$23,855** | [NOTE 10 – LEASES](index=75&type=section&id=NOTE%2010%20%E2%80%93%20LEASES) This note outlines the company's lease accounting under ASC 842, including lease assets, liabilities, and maturities - The company adopted the new lease accounting standard (ASC 842) on January 1, 2020, recognizing operating lease assets and liabilities on the balance sheet[409](index=409&type=chunk) - As of December 31, 2020, the weighted-average remaining lease term for operating leases was **5.2 years**, and the weighted-average discount rate was **5.0%**[413](index=413&type=chunk) Maturities of Lease Liabilities (as of Dec 31, 2020, in thousands) | Maturity Date | Operating Leases | | :------------ | :--------------- | | 2021 | $3,838 | | 2022 | $3,520 | | 2023 | $3,317 | | 2024 | $2,586 | | 2025 | $1,939 | | Thereafter | $2,179 | | Total lease payments | $17,379 | | Less: Imputed Interest | $2,159 | | **Present value of lease liabilities** | **$15,220** | - In March 2020, the company sold land for **$4.9 million** and entered into a lease agreement for a new dealership in Murfreesboro, TN, with lease payments commencing upon construction completion in Q1 2021[416](index=416&type=chunk) [NOTE 11 – DEBT](index=76&type=section&id=NOTE%2011%20%E2%80%93%20DEBT) This note details the company's debt obligations, including credit facilities, mortgages, and PPP loans - The company's **$200 million Senior Secured Credit Facility** with M&T Bank (M&T Facility), including a **$175 million floor plan line of credit**, a **$20 million term loan**, and a **$5 million revolver**, was extended to mature on June 15, 2021[417](index=417&type=chunk)[425](index=425&type=chunk) - In March 2020, a **$6.136 million M&T Mortgage** was added for a Houston property, also maturing June 15, 2021[419](index=419&type=chunk) - In April 2020, principal payments on the M&T Term Loan and Mortgage, and floorplan curtailment payments, were temporarily suspended (April 15 - June 15, 2020) due to COVID-19[420](index=420&type=chunk) - The company received **$8.7 million in PPP Loans** in April/May 2020, bearing 1.0% interest, maturing in April/May 2022, and applied for loan forgiveness[426](index=426&type=chunk) Long-Term Debt (in thousands) | Category | Gross Principal Amount (2020) | Debt Discount (2020) | Total Debt, Net of Debt Discount (2020) | Gross Principal Amount (2019) | Debt Discount (2019) | Total Debt, Net of Debt Discount (2019) | | :-------------------------------- | :---------------------------- | :------------------- | :-------------------------------------- | :---------------------------- | :------------------- | :-------------------------------------- | | Term loan and Mortgage | $18,758 | ($41) | $18,717 | $14,925 | ($47) | $14,878 | | Paycheck Protection Program Loans | $8,704 | - | $8,704 | - | - | - | | Acquisition notes payable | $5,185 | - | $5,185 | $6,688 | - | $6,688 | | **Total long-term debt** | **$32,647** | **($41)** | **$32,606** | **$21,613** | **($47)** | **$21,566** | | Less: current portion | $24,161 | - | $24,161 | $5,993 | - | $5,993 | | **Long term debt, non-current** | **$8,486** | **($41)** | **$8,445** | **$15,620** | **($47)** | **$15,573** | Future Maturities of Long Term Debt (in thousands) | Years ending December 31, | Amount | | :------------------------ | :------- | | 2021 | $24,161 | | 2022 | $5,824 | | 2023 | $1,844 | | 2024 | $396 | | 2025 | $422 | | **Total** | **$32,647** | [NOTE 12 – INCOME TAXES](index=79&type=section&id=NOTE%2012%20%E2%80%93%20INCOME%20TAXES) This note details the company's income tax expense, reconciliation of statutory rates, and deferred tax assets and liabilities Income Tax Expense (in thousands) | Category | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :-------- | :---------------------- | :---------------------- | | Current: | | | | Federal | $9,187 | $2,699 | | State | $2,536 | $664 | | Total Current | $11,723 | $3,363 | | Deferred: | | | | Federal | ($1,177) | ($1,746) | | State | ($182) | ($520)

Financial Data and Key Metrics Changes - Revenues for Q4 2020 were $196.6 million, an increase of $51.7 million or 35.7% from Q4 2019 [6] - Net income for Q4 2020 was $6.5 million compared to a net loss of $0.5 million in Q4 2019, representing a $7 million improvement [11] - Adjusted EBITDA for Q4 2020 was $15.5 million, up $12.2 million or 317% from the previous year [11] Business Line Data and Key Metrics Changes - Revenue from the sale of recreational vehicles (RVs) was $176.6 million for Q4 2020, up $50.1 million or 39.6% [6] - Q4 revenue from new RVs was $117.4 million, an increase of $43.1 million or 57.9% [7] - Revenue from pre-owned RVs was $59.2 million, up $7.1 million or 13.5% [7] - Revenue from other channels, including parts and service, was $19.9 million, an increase of $1.5 million or 8.4% [8] Market Data and Key Metrics Changes - Total RV unit sales excluding wholesale units were 2,129 for Q4 2020, up 544 units or 34.3% [6] - The average selling price of new RVs increased by $2,500 or 3% to $87,000 [7] - The average selling price of pre-owned RVs increased by 4% to $71,000 [7] Company Strategy and Development Direction - The company is experiencing strong demand for RVs, with inventory levels remaining tight, which positively impacts margins [18] - The company plans to continue expanding its dealership network and has made several acquisitions in 2020, with more expected in 2021 and 2022 [20][22] - The company is focusing on improving customer experience and service excellence through investments in people, processes, and technology [24] Management's Comments on Operating Environment and Future Outlook - Management expects OEM production levels to recover throughout 2021, with a significant supply-demand imbalance likely to persist [19] - The company has a historical high in pending sales, indicating strong future unit sales and revenue potential [20] - Management is optimistic about the performance of new dealerships, particularly the Nashville location, which was profitable shortly after opening [21] Other Important Information - Cash on hand at the end of 2020 was $63.5 million, with net working capital of $29.7 million [15] - The company had $116.3 million in inventory at year-end, with a significant portion in new vehicles [16] Q&A Session Summary Question: Are there regional differences in demand? - Management noted that demand has been strong across all regions, with some northern dealerships experiencing stronger demand than usual [28] Question: What is the outlook for M&A activity in 2021? - Management anticipates a similar pace of M&A activity as in 2020, with multiples slightly higher due to improved earnings [29] Question: How is the inventory situation between new and used RVs? - Management indicated that new inventory levels are tighter than used inventory, with efforts ongoing to source more used products [49] Question: How does the company view potential changes in tax policy affecting dealer sales? - Management stated that while it is uncertain how tax policy changes might influence dealer decisions, it is not a primary factor in current negotiations [53]

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents Lazydays Holdings, Inc.'s unaudited condensed consolidated financial statements, encompassing balance sheets, income, equity, and cash flow statements, along with comprehensive accounting notes [Item 1 – Financial Statements](index=3&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) This section presents Lazydays Holdings, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, income statements, equity, cash flows, and detailed notes on accounting policies and financial items [Condensed Consolidated Balance Sheets](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) This section presents the company's financial position at specific dates, detailing assets, liabilities, and equity ASSETS (in thousands) | ASSETS (in thousands) | Sep 30, 2020 (Unaudited) | Dec 31, 2019 | | :---------------------- | :----------------------- | :----------- | | Cash | $81,654 | $31,458 | | Receivables, net | $20,697 | $16,025 | | Inventories | $71,546 | $160,864 | | Total current assets | $176,759 | $211,672 | | Property and equipment, net | $95,337 | $86,876 | | Operating lease assets | $16,283 | $- | | Goodwill | $40,742 | $38,979 | | Total assets | $397,905 | $406,636 | LIABILITIES & EQUITY (in thousands) | LIABILITIES & EQUITY (in thousands) | Sep 30, 2020 (Unaudited) | Dec 31, 2019 | | :---------------------------------- | :----------------------- | :----------- | | Accounts payable, accrued expenses | $37,373 | $23,855 | | Floor plan notes payable, net | $59,150 | $143,949 | | Long-term debt, current portion | $23,468 | $5,993 | | Total current liabilities | $137,808 | $174,733 | | Total liabilities | $248,707 | $270,313 | | Total stockholders' equity | $94,215 | $75,430 | | Total liabilities and stockholders' equity | $397,905 | $406,636 | - Cash significantly increased from **$31.46 million** at December 31, 2019, to **$81.65 million** at September 30, 2020, while inventories decreased from **$160.86 million** to **$71.55 million** over the same period. Total current liabilities decreased, primarily driven by a substantial reduction in floor plan notes payable[9](index=9&type=chunk)[12](index=12&type=chunk) [Condensed Consolidated Statements of Income](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20INCOME) This section details the company's financial performance over specific periods, including revenues, costs, and net income Income Statement (in thousands) | Income Statement (in thousands) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total revenues | $215,723 | $158,402 | $620,538 | $500,005 | | Total cost applicable to revenue| $166,381 | $127,858 | $485,770 | $397,036 | | Income from operations | $17,532 | $763 | $36,944 | $13,309 | | Income before income tax expense| $15,783 | $(1,545) | $30,674 | $5,441 | | Net income (loss) | $11,599 | $(2,486) | $22,654 | $1,216 | | Net income attributable to common stock and participating securities | $9,854 | $(4,067) | $17,581 | $(3,074) | | Basic and diluted EPS | $0.55 | $(0.41) | $1.00 | $(0.31) | - For the three months ended September 30, 2020, total revenues increased by **36.2% YoY** to **$215.7 million**, and net income significantly improved from a loss of **$2.49 million** to a profit of **$11.60 million**. Basic and diluted EPS turned positive at **$0.55**, compared to **$(0.41)** in the prior year[14](index=14&type=chunk) - For the nine months ended September 30, 2020, total revenues increased by **24.1% YoY** to **$620.5 million**, and net income rose substantially from **$1.22 million** to **$22.65 million**. Basic and diluted EPS improved to **$1.00**, up from **$(0.31)** in the prior year[14](index=14&type=chunk) [Condensed Consolidated Statement of Stockholders' Equity](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20STOCKHOLDERS%27%20EQUITY) This section outlines changes in the company's equity over time, including common stock, retained earnings, and total equity Stockholders' Equity (in thousands) | Stockholders' Equity (in thousands) | Balance at Jan 1, 2020 | Balance at Sep 30, 2020 | | :---------------------------------- | :--------------------- | :---------------------- | | Common Stock Shares | 8,506,666 | 9,593,150 |\ | Treasury Stock Amount | $(314) | $(499) |\ | Additional Paid-In Capital | $79,186 | $78,931 |\ | Retained Earnings (Accumulated Deficit) | $(3,442) | $15,783 |\ | Total Stockholders' Equity | $75,430 | $94,215 | - Total stockholders' equity increased from **$75.43 million** at January 1, 2020, to **$94.22 million** at September 30, 2020, primarily driven by net income of **$22.65 million** and stock-based compensation, partially offset by dividends on Series A preferred stock and treasury stock repurchases[15](index=15&type=chunk)[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This section summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods Cash Flows (in thousands) | Cash Flows (in thousands) | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------------ | :----------------------------- | :----------------------------- | | Net Cash Provided By Operating Activities | $141,901 | $66,756 | | Net Cash Used In Investing Activities | $(7,005) | $(10,438) | | Net Cash Used In Financing Activities | $(84,700) | $(49,390) | | Net Increase In Cash | $50,196 | $6,928 | | Cash - Ending | $81,654 | $33,531 | - Net cash provided by operating activities more than doubled to **$141.90 million** for the nine months ended September 30, 2020, from **$66.76 million** in the prior year, largely due to a significant decrease in inventories. Net cash used in financing activities increased to **$84.70 million**, primarily due to net repayments under the M&T bank floor plan[19](index=19&type=chunk)[207](index=207&type=chunk)[209](index=209&type=chunk) [NOTE 1 – Business Organization and Nature of Operations](index=12&type=section&id=NOTE%201%20%E2%80%93%20BUSINESS%20ORGANIZATION%20AND%20NATURE%20OF%20OPERATIONS) This note describes the company's formation, operational structure, and the nature of its recreational vehicle dealership business - Lazydays Holdings, Inc. was formed on October 24, 2017, and consummated a business combination (Mergers) on March 15, 2018, with Lazydays RV becoming a wholly-owned subsidiary[23](index=23&type=chunk) - Lazydays RV operates recreational vehicle dealerships in eight locations across Florida, Colorado, Arizona, Tennessee, and Minnesota, and a dedicated service center near Houston, Texas, which opened in February 2020[24](index=24&type=chunk) - The company sells and services new and pre-owned RVs, related parts and accessories, and offers ancillary services like campground and restaurant facilities, as well as arranging financing and extended service contracts through third parties[24](index=24&type=chunk) [NOTE 2 – Significant Accounting Policies](index=12&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and estimation methods used in preparing the financial statements - The financial statements are prepared in accordance with GAAP and SEC rules, using estimates for valuations of acquired assets, goodwill, intangible assets, inventory write-downs, doubtful accounts, and stock-based compensation[25](index=25&type=chunk)[28](index=28&type=chunk) - Revenue is recognized when control of goods or services is transferred to customers, with vehicle sales recognized at delivery and title transfer, and parts/services recognized upon delivery or customer approval[31](index=31&type=chunk)[32](index=32&type=chunk) Revenue Disaggregation (in thousands) | Revenue Disaggregation (in thousands) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | New vehicle revenue | $130,297 | $86,814 | $362,139 | $278,860 | | Preowned vehicle revenue | $64,255 | $52,047 | $191,106 | $161,681 | | Parts, accessories, and related services | $9,470 | $8,813 | $29,400 | $26,319 | | Finance and insurance revenue | $11,073 | $9,253 | $35,108 | $28,505 | | Campground, rental, and other revenue | $628 | $1,475 | $2,785 | $4,640 | | Total | $215,723 | $158,402 | $620,538 | $500,005 | - The company adopted the new lease standard (ASC 842) on January 1, 2020, recognizing operating lease assets and liabilities of approximately **$17.8 million** each, with no material impact on the income statement or cash flows[58](index=58&type=chunk)[59](index=59&type=chunk) - The company completed the acquisition of Total Value Recreation Vehicles of Indiana, Inc. on October 6, 2020, which included a cash payment, assumption of floorplan debt, and acquisition of an adjoining land parcel[64](index=64&type=chunk) [NOTE 3 – Business Combination](index=20&type=section&id=NOTE%203%20%E2%80%93%20BUSINESS%20COMBINATION) This note details the company's recent acquisitions, including the assets acquired and their financial contributions - The Company completed the acquisition of Korges Enterprises, Inc. (Phoenix, AZ) on May 19, 2020, for cash and assumed floorplan debt, and Alliance Coach Inc. on August 1, 2019, for cash and a note payable[66](index=66&type=chunk)[67](index=67&type=chunk) Net Assets Acquired (in thousands) | Net Assets Acquired (in thousands) | 2020 (Korges) | 2019 (Alliance) | | :--------------------------------- | :------------ | :-------------- | | Inventories | $10,742 | $12,171 | | Intangible assets | $2,760 | $2,630 | | Total assets acquired | $14,609 | $14,931 | | Total liabilities assumed | $12,041 | $11,677 | | Net assets acquired | $2,568 | $3,254 | | Goodwill | $181 | $2,252 | - Acquisitions contributed **$27.72 million** in revenue and **$1.88 million** in net income before taxes for the three months ended September 30, 2020, and **$61.41 million** in revenue and **$4.08 million** in net income before taxes for the nine months ended September 30, 2020[70](index=70&type=chunk) [NOTE 4 – Inventories](index=22&type=section&id=NOTE%204%20%E2%80%93%20INVENTORIES) This note provides a breakdown of the company's inventory composition and changes over time Inventories (in thousands) | Inventories (in thousands) | Sep 30, 2020 (Unaudited) | Dec 31, 2019 | | :------------------------- | :----------------------- | :----------- | | New recreational vehicles | $50,587 | $124,096 | | Pre-owned recreational vehicles | $19,060 | $36,639 | | Parts, accessories and other | $4,138 | $3,848 | | Total | $71,546 | $160,864 | - Total inventories decreased significantly from **$160.86 million** at December 31, 2019, to **$71.55 million** at September 30, 2020, primarily driven by a reduction in new recreational vehicle inventory[74](index=74&type=chunk) [NOTE 5 – Accounts Payable, Accrued Expenses and Other Current Liabilities](index=22&type=section&id=NOTE%205%20%E2%80%93%20ACCOUNTS%20PAYABLE%2C%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) This note details the composition of the company's current liabilities, including accounts payable and various accrued expenses Current Liabilities (in thousands) | Current Liabilities (in thousands) | Sep 30, 2020 (Unaudited) | Dec 31, 2019 | | :--------------------------------- | :----------------------- | :----------- | | Accounts payable | $15,465 | $11,231 | | Other accrued expenses | $7,419 | $3,392 | | Customer deposits | $3,693 | $2,267 | | Accrued compensation | $4,744 | $2,388 | | Accrued charge-backs | $5,989 | $4,221 | | Accrued interest | $63 | $356 | | Total | $37,373 | $23,855 | - Total accounts payable, accrued expenses, and other current liabilities increased by **$13.52 million** to **$37.37 million** at September 30, 2020, from **$23.86 million** at December 31, 2019, with notable increases in accounts payable, other accrued expenses, customer deposits, and accrued compensation[75](index=75&type=chunk) [NOTE 6 – Leases](index=22&type=section&id=NOTE%206%20%E2%80%93%20LEASES) This note describes the company's lease accounting policies and the financial impact of its operating lease arrangements - The Company adopted a new lease accounting standard on January 1, 2020, recognizing operating lease assets and liabilities on the balance sheet[76](index=76&type=chunk) - As of September 30, 2020, the weighted-average remaining lease term for operating leases was **5.4 years** with a weighted-average discount rate of **5.0%**[80](index=80&type=chunk) Lease Liabilities Maturities (in thousands) | Lease Liabilities Maturities (in thousands) | Operating Leases | | :---------------------------------------- | :--------------- | | Remaining three months ending Dec 31, 2020 | $988 | | 2021 | $3,838 | | 2022 | $3,520 | | 2023 | $3,317 | | 2024 | $2,586 | | Thereafter | $4,118 | | Total lease payments | $18,367 | | Less: Imputed Interest | $2,362 | | Present value of lease liabilities | $16,005 | [NOTE 7 – Debt](index=23&type=section&id=NOTE%207%20%E2%80%93%20DEBT) This note provides details on the company's debt instruments, including credit facilities, loans, and their maturity dates - The Company's **$200 million** Senior Secured Credit Facility with M&T Bank, comprising a Floor Plan Facility, Term Loan, and Revolving Credit Facility, matures on March 15, 2021[83](index=83&type=chunk) - As of September 30, 2020, outstanding balances included **$59.3 million** under the M&T Floor Plan Line of Credit, **$13.5 million** under the M&T Term Loan, and **$6.1 million** on the M&T Mortgage[89](index=89&type=chunk)[90](index=90&type=chunk)[221](index=221&type=chunk) - In response to COVID-19, the Company received **$8.7 million** in PPP Loans with a **1.0%** interest rate, maturing in April/May 2022, and negotiated temporary suspensions of principal payments on term and mortgage loans from April 15, 2020, through June 15, 2020[92](index=92&type=chunk)[86](index=86&type=chunk) [NOTE 8 – Income Taxes](index=26&type=section&id=NOTE%208%20%E2%80%93%20INCOME%20TAXES) This note presents the company's income tax expense and effective tax rates, explaining any significant differences from statutory rates Income Tax Expense (in thousands) | Income Tax Expense (in thousands) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Income tax expense | $4,184 | $941 | $8,020 | $4,225 | | Effective tax rate | 26% | (61%) | 26% | 77% | - The effective tax rates for the three and nine months ended September 30, 2020, were approximately **26%**, differing from the federal statutory rate of **21%** primarily due to local and state income taxes and non-deductible stock-based compensation[94](index=94&type=chunk)[95](index=95&type=chunk) [NOTE 9 - Commitments and Contingencies](index=26&type=section&id=NOTE%209%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual commitments, including executive compensation agreements and ongoing legal proceedings - The CEO's employment agreement includes an initial base salary of **$540,000** and a target annual cash bonus of **100%** of base salary, with severance provisions for termination without cause or resignation for good reason[96](index=96&type=chunk)[97](index=97&type=chunk) - The CFO's offer letter provides an initial base salary of **$325,000**, a target annual cash bonus of **75%** of base salary, and twelve months of base salary as severance if terminated without cause[98](index=98&type=chunk) - Senior management temporarily reduced their salaries by **25%** from April to late May 2020 due to the COVID-19 pandemic, resuming normal salaries as sales improved[99](index=99&type=chunk) - The Company is involved in multiple legal proceedings in the ordinary course of business but does not anticipate a material adverse effect on its financial condition[101](index=101&type=chunk) [NOTE 10 – Preferred Stock](index=27&type=section&id=NOTE%2010%20%E2%80%93%20PREFERRED%20STOCK) This note describes the terms and conditions of the company's Series A Convertible Preferred Stock, including dividends and conversion rights - The Company issued **600,000 shares** of Series A Convertible Preferred Stock for **$60 million** in a private placement on March 15, 2018, which ranks senior to common stock and carries an initial **8%** annual dividend rate, compounded quarterly[102](index=102&type=chunk)[104](index=104&type=chunk) - Holders of Series A Preferred Stock have voting rights on an as-converted basis and the right to designate two board members. The stock is convertible at the holder's election at an initial price of **$10.0625 per share**, with accrued dividends payable in cash or common stock[103](index=103&type=chunk)[107](index=107&type=chunk) - The Company declared a dividend payment of **$10.98 million** on Series A Preferred Stock for the nine months ended September 30, 2020, which was paid on October 7, 2020, returning the dividend rate to **8%** effective October 1, 2020[113](index=113&type=chunk) [NOTE 11 – Stockholders' Equity](index=28&type=section&id=NOTE%2011%20%E2%80%93%20STOCKHOLDERS%27%20EQUITY) This note details the company's capital structure, including authorized shares, equity plans, and stock option activity - The Company is authorized to issue **100 million shares** of common stock and **5 million shares** of preferred stock. Common stockholders have one vote per share, while Series A Preferred Stockholders vote on an as-converted basis[114](index=114&type=chunk) - The 2018 Long-Term Incentive Equity Plan reserves up to **18%** of fully diluted common stock for awards, with **274,557 shares** available as of September 30, 2020[115](index=115&type=chunk) - The 2019 Employee Stock Purchase Plan (ESPP) reserved **900,000 shares**, allowing participants to purchase common stock at a discount, resulting in **$14 thousand** and **$85 thousand** in stock-based compensation for the three and nine months ended September 30, 2020, respectively[117](index=117&type=chunk) Stock Options Activity | Stock Options Activity | Options outstanding at Jan 1, 2020 | Options outstanding at Sep 30, 2020 | | :--------------------- | :--------------------------------- | :---------------------------------- | | Shares Underlying Options | 3,798,818 | 4,143,759 | | Weighted Average Exercise Price | $10.63 | $10.56 | | Weighted Average Remaining Contractual Life | N/A | 2.91 years | | Aggregate Intrinsic Value | N/A | $9,066 | [Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&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 operational results, highlighting the impact of COVID-19, revenue generation, key performance indicators, liquidity, and debt structure [Forward Looking Statements](index=32&type=section&id=Forward%20Looking%20Statements) This section outlines the inherent uncertainties and risks that could affect the company's future financial performance and operational outcomes - The Company's business is significantly impacted by the availability of financing for both the company and its customers, general economic conditions, and consumer spending levels[131](index=131&type=chunk) - Key risks include dependence on manufacturer reputation (Tiffin, Thor, Winnebago, Forest River), potential disruptions in supply arrangements, and the cyclical and seasonal nature of the RV business[131](index=131&type=chunk)[132](index=132&type=chunk) - The COVID-19 pandemic initially had a significant adverse impact, but increased sales since May 2020 have offset this; however, there's no assurance this growth will continue, and long-term effects could still be negative[131](index=131&type=chunk) [Business Overview](index=36&type=section&id=Business%20Overview) This section provides an overview of Lazydays Holdings, Inc.'s business model, operational scope, and market positioning within the recreational vehicle industry - Lazydays Holdings, Inc. operates as a holding company through its subsidiaries, primarily in the recreational vehicle (RV) dealership business, offering RV sales, repair, services, financing, insurance, parts, accessories, and camping facilities[136](index=136&type=chunk)[139](index=139&type=chunk) - The Company operates dealerships in eight locations (Florida, Colorado, Arizona, Minnesota, Tennessee, Indiana) and a service center in Texas, boasting one of the largest selections of RV brands with over **3,000 new and pre-owned RVs**[140](index=140&type=chunk)[141](index=141&type=chunk) - Lazydays attracts customers through dealership locations and digital/traditional marketing, leveraging CRM tools and analytics to engage and sell products and services to its customer database[142](index=142&type=chunk)[143](index=143&type=chunk) [Recent Developments](index=38&type=section&id=Recent%20Developments) This section highlights significant recent events, including land sales and strategic acquisitions, impacting the company's operations and financial structure - On March 10, 2020, the Company agreed to sell land for approximately **$5 million** and entered into a lease agreement for the property, with lease payments commencing upon completion of planned construction[144](index=144&type=chunk) - The acquisition of Korges Enterprises, Inc. (Desert Autoplex RV) in Phoenix, Arizona, was completed on May 19, 2020, for approximately **$4 million** in cash and the assumption of **$11.6 million** in floorplan debt[145](index=145&type=chunk) - On October 6, 2020, the Company acquired Total Value Recreational Vehicles of Indiana, Inc. (Total Value RV) in Elkhart, Indiana, including related real estate and assumption of floorplan debt[146](index=146&type=chunk) [COVID-19 Developments](index=38&type=section&id=COVID-19%20Developments) This section details the company's response to the COVID-19 pandemic, including initial sales declines, cost-saving measures, and subsequent recovery trends - The COVID-19 pandemic caused significant early declines in sales across all revenue categories starting mid-to-late March 2020, leading the Company to implement cost-saving measures[147](index=147&type=chunk) - Cost-saving actions included a **25%** workforce reduction, temporary salary cuts for senior management, suspension of 2020 pay increases and 401k match, and delaying non-critical capital projects[148](index=148&type=chunk)[152](index=152&type=chunk) - Sales of new and pre-owned vehicles significantly improved starting May 2020, likely due to increased consumer demand for outdoor activities, allowing senior management salaries and 401k match to be reinstated[149](index=149&type=chunk)[150](index=150&type=chunk)[211](index=211&type=chunk) - The Company secured **$8.7 million** in PPP Loans and negotiated temporary suspensions of principal and interest payments on term and mortgage loans from April 15 to June 15, 2020, to protect liquidity[148](index=148&type=chunk) [How The Company Generates Revenue](index=40&type=section&id=How%20The%20Company%20Generates%20Revenue) This section explains the primary sources of the company's revenue, emphasizing vehicle sales and other ancillary services - The Company generates revenue primarily from sales of new and pre-owned RV units, which accounted for approximately **90%** of total revenues for the three and nine months ended September 30, 2020[154](index=154&type=chunk) - Other revenue streams include RV parts, service and repairs, commissions from third-party financing and insurance products, and campground/food facilities revenue[154](index=154&type=chunk) Revenue Contribution | Revenue Contribution | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | New vehicles | 60.4% | 54.8% | 58.4% | 55.8% | | Pre-owned vehicles | 29.8% | 32.9% | 30.8% | 32.3% | | Other | 9.8% | 12.3% | 10.8% | 11.9% | [Key Performance Indicators](index=40&type=section&id=Key%20Performance%20Indicators) This section highlights the key metrics used by management to evaluate the company's operational efficiency and financial health KPI (excluding D&A) | KPI (excluding D&A) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Gross Profit | $49.3 million | $30.5 million | $134.8 million | $103.0 million | | Gross Margin | 22.9% | 19.3% | 21.7% | 20.6% | | SG&A as % of Gross Profit | 58.0% | 83.7% | 65.3% | 74.9% | - Gross profit increased significantly, with gross margin improving from **19.3%** to **22.9%** for the three months and from **20.6%** to **21.7%** for the nine months ended September 30, 2020, partly due to positive LIFO adjustments[156](index=156&type=chunk) - SG&A as a percentage of gross profit decreased from **83.7%** to **58.0%** for the three months and from **74.9%** to **65.3%** for the nine months, reflecting improved operating leverage from business growth and overhead cost reductions[159](index=159&type=chunk) - Adjusted EBITDA is a key non-GAAP measure used by management to evaluate financial performance, reflecting operating drivers and capacity to fund capital expenditures, excluding non-recurring items[160](index=160&type=chunk)[161](index=161&type=chunk)[163](index=163&type=chunk) [Results of Operations - Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019](index=42&type=section&id=Results%20of%20Operations%20-%20Three%20Months) This section analyzes the company's financial performance for the three months ended September 30, 2020, compared to the same period in the prior year Financial Data (in thousands) | Financial Data (in thousands) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | | :---------------------------- | :------------------------------ | :------------------------------ | | Total revenue | $215,723 | $158,402 | | New and pre-owned vehicles revenue | $194,552 | $138,861 | | Other revenue | $21,171 | $19,541 | | Gross profit (excluding D&A) | $49,342 | $30,544 | | SG&A expenses | $28,598 | $25,570 | | Income from operations | $17,532 | $763 | | Net income (loss) | $11,599 | $(2,486) | - Total revenue increased by **$57.3 million (36.2%)** to **$215.7 million**, driven by a **40.1%** increase in new and pre-owned vehicle sales, with new vehicle sales up **50.1%** due to higher units sold and average selling price[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - Other revenue increased by **8.2%** to **$21.1 million**, primarily from a **19.7%** rise in finance and insurance revenue due to higher unit sales, partially offset by the discontinuance of RV rentals[170](index=170&type=chunk)[171](index=171&type=chunk)[172](index=172&type=chunk) - Gross profit increased by **$18.8 million (61.5%)** to **$49.3 million**, with new and pre-owned vehicle gross profit up **112.8%** due to increased units sold, higher new unit average selling price, and a **$2.3 million** decrease in LIFO adjustments[173](index=173&type=chunk)[174](index=174&type=chunk) - SG&A expenses increased by **$3.0 million (11.8%)** to **$28.6 million**, mainly due to overhead from new dealerships/service centers and increased performance wages, partially offset by a **$1.1 million** decrease in stock-based compensation[176](index=176&type=chunk) [Results of Operations - Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019](index=44&type=section&id=Results%20of%20Operations%20-%20Nine%20Months) This section analyzes the company's financial performance for the nine months ended September 30, 2020, compared to the same period in the prior year Financial Data (in thousands) | Financial Data (in thousands) | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :---------------------------- | :----------------------------- | :----------------------------- | | Total revenue | $620,538 | $500,005 | | New and pre-owned vehicles revenue | $553,245 | $440,541 | | Other revenue | $67,293 | $59,464 | | Gross profit (excluding D&A) | $134,768 | $102,969 | | SG&A expenses | $87,983 | $77,173 | | Income from operations | $36,944 | $13,309 | | Net income | $22,654 | $1,216 | - Total revenue increased by **$120.5 million (24.1%)** to **$620.5 million**, driven by a **25.6%** increase in new and pre-owned vehicle sales, with new vehicle sales up **29.9%** due to higher units sold[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) - Other revenue increased by **13.2%** to **$67.3 million**, primarily from a **23.2%** rise in finance and insurance revenue due to higher unit sales, partially offset by the discontinuance of RV rentals[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - Gross profit increased by **$31.8 million (30.9%)** to **$134.8 million**, with new and pre-owned vehicle gross profit up **45.8%**, partially offset by a **$3.0 million** decrease in LIFO adjustments[189](index=189&type=chunk)[190](index=190&type=chunk) - SG&A expenses increased by **$10.8 million (14.0%)** to **$88.0 million**, mainly due to overhead from new locations and increased performance wages, partially offset by a **$2.7 million** decrease in stock-based compensation[192](index=192&type=chunk) [Non-GAAP Financial Measures](index=47&type=section&id=Non-GAAP%20Financial%20Measures) This section explains the company's use of non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, and provides their reconciliation to GAAP net income - The Company uses non-GAAP financial measures like EBITDA and Adjusted EBITDA to evaluate performance, compare operating results, and for planning purposes, as they reflect core operating drivers[195](index=195&type=chunk)[163](index=163&type=chunk) - Adjusted EBITDA is defined as net income excluding depreciation and amortization, non-floor plan interest expense, amortization of intangible assets, income tax expense, stock-based compensation, transaction costs, LIFO adjustments, severance costs, and gain/loss on sale of property and equipment[198](index=198&type=chunk) Adjusted EBITDA (in thousands) | Adjusted EBITDA (in thousands) | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :----------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $11,599 | $(2,486) | $22,654 | $1,216 | | Subtotal EBITDA | $20,292 | $3,508 | $45,004 | $21,387 | | Adjusted EBITDA | $19,020 | $5,272 | $43,416 | $24,611 | | Adjusted EBITDA margin | 8.7% | 3.3% | 7.0% | 4.9% | - Adjusted EBITDA significantly increased to **$19.02 million (8.7% margin)** for the three months and **$43.42 million (7.0% margin)** for the nine months ended September 30, 2020, compared to **$5.27 million (3.3% margin)** and **$24.61 million (4.9% margin)** in the prior year periods, respectively[202](index=202&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to generate and manage cash, including sources of liquidity and capital allocation strategies Cash Flow Summary (in thousands) | Cash Flow Summary (in thousands) | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $141,901 | $66,756 | | Net cash used in investing activities | $(7,005) | $(10,438) | | Net cash (used in) provided by financing activities | $(84,700) | $(49,390) | | Net increase in cash | $50,196 | $6,928 | - Net cash from operating activities increased to **$141.9 million** for the nine months ended September 30, 2020, primarily due to a **$100.1 million** decrease in inventory[207](index=207&type=chunk) - Net cash used in investing activities decreased to **$7.0 million**, driven by **$4.9 million** from a sale-leaseback in Nashville, offset by **$9.2 million** in capital expenditures and **$2.7 million** for acquisitions[208](index=208&type=chunk) - Net cash used in financing activities increased to **$84.7 million**, mainly due to **$96.2 million** in net repayments on the M&T Floor Plan Line of Credit, partially offset by **$6.1 million** from a new M&T mortgage and **$8.7 million** in PPP loans[209](index=209&type=chunk) - As of September 30, 2020, the Company had **$81.7 million** in cash and **$39.0 million** in working capital, believing these resources, along with the M&T Facility and PPP funds, are sufficient for the next twelve months[212](index=212&type=chunk)[210](index=210&type=chunk) [Critical Accounting Policies and Estimates](index=54&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines the accounting policies and estimates that require significant judgment and can materially impact the financial statements - The Company prepares financial statements using GAAP, requiring estimates and assumptions for assets, liabilities, revenues, and expenses, including valuations of acquired assets, goodwill, intangible assets, inventory write-downs, doubtful accounts, and stock-based compensation[229](index=229&type=chunk) - There have been no material changes to critical accounting policies from the 2019 Form 10-K, other than updates to revenue recognition (ASC 606) and lease accounting (ASC 842)[230](index=230&type=chunk) [Item 3 – Quantitative and Qualitative Disclosures about Market Risk](index=44&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section states that the Company, as a smaller reporting company, has elected scaled disclosure requirements and therefore does not provide quantitative and qualitative disclosures about market risk - The Company, as a smaller reporting company, has elected scaled disclosure requirements and does not provide quantitative and qualitative disclosures about market risk[231](index=231&type=chunk) [Item 4 – Controls and Procedures](index=44&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of September 30, 2020. There were no material changes in internal control over financial reporting during the three months ended September 30, 2020 - As of September 30, 2020, the CEO and CFO concluded that the Company's disclosure controls and procedures were effective[232](index=232&type=chunk) - There were no material changes in internal control over financial reporting during the three months ended September 30, 2020[233](index=233&type=chunk) [PART II – OTHER INFORMATION](index=44&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, equity sales, and other disclosures [Item 1 – Legal Proceedings](index=54&type=section&id=Item%201%20%E2%80%93%20Legal%20Proceedings) The Company is involved in various legal proceedings arising in the ordinary course of business and does not anticipate that their ultimate resolution will have a material adverse effect on its financial condition or operations - The Company is a party to multiple legal proceedings in the ordinary course of business[234](index=234&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[234](index=234&type=chunk) [Item 1A – Risk Factors](index=54&type=section&id=Item%201A%20%E2%80%93%20Risk%20Factors) This section updates previously disclosed risk factors, focusing on the significant adverse impact of the COVID-19 pandemic and the uncertainty of continued sales growth and long-term business effects - The COVID-19 pandemic had a significant adverse impact on the Company's business, results of operations, and financial condition in the initial months[237](index=237&type=chunk) - Despite increased sales since May 2020, there is no assurance that such growth will continue, and the long-term effects of COVID-19 could still result in a net negative impact on the business[237](index=237&type=chunk)[240](index=240&type=chunk) - The Company's operations depend on the continued health and productivity of its employees, and future developments related to the pandemic, including economic downturns, could significantly impact the business[241](index=241&type=chunk) [Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no stock repurchases were made during the three months ended September 30, 2020, under the $4.0 million stock repurchase program authorized through December 31, 2020 Unregistered Sales of Equity Securities and Use of Proceeds | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | | :----- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------------------- | :----------------------------------------------------------------------------------- | | July 1, 2020 – Sep 30, 2020 | - | $ - | - | $3,502.00 | - No shares of common stock were repurchased by the Company during the three months ended September 30, 2020[243](index=243&type=chunk) - As of September 30, 2020, approximately **$3.5 million** remained available under the **$4.0 million** stock repurchase program authorized through December 31, 2020[243](index=243&type=chunk) [Item 3 – Defaults Upon Senior Securities](index=57&type=section&id=Item%203%20%E2%80%93%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - There were no defaults upon senior securities[244](index=244&type=chunk) [Item 4 – Mine Safety Disclosures](index=57&type=section&id=Item%204%20%E2%80%93%20Mine%20Safety%20Disclosures) The Company reported no mine safety disclosures - There were no mine safety disclosures[245](index=245&type=chunk) [Item 5 – Other Information](index=57&type=section&id=Item%205%20%E2%80%93%20Other%20Information) The Company reported no other information - There was no other information to report[246](index=246&type=chunk) [Item 6 – Exhibits](index=58&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists the exhibits filed or furnished with the Form 10-Q, including certifications from the CEO and CFO (Rule 13a-14, 15d-14(a), and 18 U.S.C. Section 1350) and XBRL-related documents - Exhibits include certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act, and 18 U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002[248](index=248&type=chunk) - XBRL Instance Document and Taxonomy Extension documents (Schema, Calculation, Definition, Label, Presentation Linkbase) are filed herewith[248](index=248&type=chunk)

Lazydays Holdings, Inc. (LAZY) Q3 2020 Results Conference Call November 4, 2020 10:00 AM ET Company Participants Debbie Harrell - Corporate Controller Bill Murnane - Chairman and CEO Nick Tomashot - CFO Conference Call Participants Steven Dyer - Craig-Hallum Fred Wightman - Citigroup Operator Ladies and gentlemen, thank you for standing by. And welcome to the Lazydays Holdings, Inc. Third Quarter 2020 Financial Results Conference Call. [Operator Instructions] Please be advised that today's conference is bei ...