[Form 10-Q General Information](index=1&type=section&id=Form%2010-Q%20General%20Information) This section provides general information about Lazydays Holdings, Inc.'s Form 10-Q filing, including its company status and common stock details - Lazydays Holdings, Inc. is a Delaware corporation, identified as a Smaller Reporting Company and an Emerging Growth Company[3](index=3&type=chunk)[4](index=4&type=chunk) - As of November 7, 2019, there were **8,471,608 shares** of common stock, par value **$0.0001**, issued and outstanding[5](index=5&type=chunk) Common Stock Listing Details | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common stock | LAZY | NASDAQ Capital Market | [PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1 – Financial Statements](index=4&type=section&id=Item%201%20%E2%80%93Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Lazydays Holdings, Inc. and its subsidiaries, including balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes on business organization, significant accounting policies, business combinations, and other financial disclosures [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific points in time - Total assets decreased by **$27.5 million** from December 31, 2018, to September 30, 2019, primarily driven by a reduction in inventories[11](index=11&type=chunk) - Total liabilities decreased by **$32.1 million**, mainly due to a significant reduction in floor plan notes payable[13](index=13&type=chunk) Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | September 30, 2019 (Unaudited) | December 31, 2018 | | :---------------------- | :----------------------------- | :---------------- | | Total assets | $374,622 | $402,096 | | Total current assets | $184,104 | $216,744 | | Total liabilities | $238,561 | $270,663 | | Total current liabilities | $138,931 | $172,400 | | Total stockholders' equity | $76,788 | $76,450 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance over specific periods, detailing revenues, expenses, and net income or loss - For the three months ended September 30, 2019, total revenues increased by **$16.0 million (11.3%)** compared to the same period in 2018, while net loss decreased slightly from **$(2.7) million** to **$(2.5) million**[16](index=16&type=chunk) - For the nine months ended September 30, 2019, total revenues reached **$500.0 million**, and the company reported a net income of **$1.2 million**, a significant improvement from a net loss of **$(0.2) million** in the Successor period of 2018[16](index=16&type=chunk) Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric (Successor) | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 (Successor) | Nine Months Ended Mar 14, 2018 (Predecessor) | | :--------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------------------- | :------------------------------------------- | | Total revenues | $158,402 | $142,383 | $500,005 | $348,402 | $133,939 | | Income from operations | $763 | $849 | $13,309 | $7,916 | $5,072 | | Net (loss) income | $(2,486) | $(2,729) | $1,216 | $(195) | $2,336 | | Basic and diluted loss per share | $(0.41) | $(0.41) | $(0.31) | $(0.64) | N/A | [Condensed Consolidated Statement of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Stockholders%27%20Equity) This section details changes in the company's equity over time, including common stock, additional paid-in capital, and accumulated deficit - Total stockholders' equity increased slightly from **$76.5 million** at January 1, 2019, to **$76.8 million** at September 30, 2019, despite a net loss in the third quarter[20](index=20&type=chunk) - The accumulated deficit improved from **$(4.2) million** to **$(2.9) million** during the nine months ended September 30, 2019, reflecting periods of net income[20](index=20&type=chunk) Condensed Consolidated Statement of Stockholders' Equity Highlights (in thousands) | Metric (Successor) | Balance at January 1, 2019 | Balance at September 30, 2019 | | :--------------------------- | :------------------------- | :---------------------------- | | Common Stock (Shares) | 8,471,608 | 8,471,608 | | Additional Paid-In Capital | $80,606 | $79,728 | | Accumulated Deficit | $(4,156) | $(2,940) | | Total Stockholders' Equity | $76,450 | $76,788 | [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, showing changes in cash balances - Net cash provided by operating activities significantly increased to **$66.8 million** for the nine months ended September 30, 2019, compared to **$7.7 million** in the prior year's Successor period, primarily due to inventory management[22](index=22&type=chunk)[200](index=200&type=chunk) - Net cash used in financing activities was **$(49.4) million** for the nine months ended September 30, 2019, mainly due to net repayments on the M&T Floor Plan Line of Credit[22](index=22&type=chunk)[202](index=202&type=chunk) Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric (Successor) | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 (Successor) | Nine Months Ended Mar 14, 2018 (Predecessor) | | :--------------------------------- | :----------------------------- | :----------------------------------------- | :------------------------------------------- | | Net Cash Provided By Operating Activities | $66,756 | $7,700 | $9,983 | | Net Cash Used In Investing Activities | $(10,438) | $(84,680) | $(694) | | Net Cash (Used In) Provided by Financing Activities | $(49,390) | $103,710 | $(13,393) | | Net Increase (Decrease) In Cash | $6,928 | $26,730 | $(4,104) | | Cash - Ending | $33,531 | $37,401 | $9,188 | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements, clarifying accounting policies and significant transactions [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, corporate structure, and the scope of its business activities, including RV dealerships and related services - Lazydays Holdings, Inc. was formed on October 24, 2017, as a subsidiary of Andina Acquisition Corp. II, and consummated mergers on March 15, 2018, with Lazydays R.V. Center, Inc. becoming a direct wholly-owned subsidiary[28](index=28&type=chunk) - The Company operates RV dealerships in seven locations across Florida, Colorado, Arizona, Tennessee, and Minnesota, selling and servicing new/pre-owned RVs, parts, accessories, and offering ancillary services like financing, extended service contracts, campgrounds, and restaurants[29](index=29&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 methods used in preparing the financial statements, including revenue recognition, inventory valuation, and the impact of business combinations - The financial statements distinguish between 'Predecessor' (prior to March 15, 2018) and 'Successor' (on and after March 15, 2018) periods due to the business combination, reflecting a new basis of accounting based on fair value of acquired net assets[34](index=34&type=chunk)[35](index=35&type=chunk) - The Company adopted the new revenue recognition standard (ASC 606) in Q1 2019 using the modified retrospective method, with no identified contracts requiring different recognition[38](index=38&type=chunk)[39](index=39&type=chunk) - Inventories are recorded at the lower of cost or net realizable value using the LIFO method, with current replacement costs exceeding recorded values by **$2.8 million** at September 30, 2019[47](index=47&type=chunk) - The Company's operations are seasonal, with modestly higher vehicle sales in the first half of each year, particularly in Florida, increasing exposure to regional economic and weather changes[58](index=58&type=chunk)[62](index=62&type=chunk) Revenue Disaggregation (in thousands) | Revenue Category | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | | :------------------------------ | :------------------------------ | :------------------------------ | | New vehicles revenue | $86,814 | $79,769 | | Preowned vehicle revenue | $52,047 | $45,579 | | Parts, accessories, and related services | $8,813 | $7,153 | | Finance and insurance revenue | $9,253 | $8,138 | | Campground, rental, and other revenue | $1,475 | $1,744 | | Total Revenues | $158,402 | $142,383 | [NOTE 3 – BUSINESS COMBINATION](index=19&type=section&id=NOTE%203%20%E2%80%93%20BUSINESS%20COMBINATION) This note details the company's acquisition activities, including the Lazydays R.V. Center merger and subsequent dealership purchases, and their impact on goodwill and revenue - On March 15, 2018, the Company consummated mergers with Lazy Days' R.V. Center, Inc., accounted for as a business combination using the purchase method, resulting in **$28.4 million** in goodwill[68](index=68&type=chunk)[71](index=71&type=chunk) - The Company acquired Shorewood RV Center (August 2018), Tennessee Sales and Service, LLC (December 2018), and Alliance Coach Inc. (August 2019), adding **$2.3 million** in goodwill from 2019 acquisitions and **$8.3 million** from 2018 acquisitions[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[79](index=79&type=chunk) - Acquisitions in 2019 contributed approximately **$66.4 million** in revenue and **$3.4 million** in net income prior to income taxes for the nine months ended September 30, 2019[82](index=82&type=chunk) Intangible Assets Acquired (March 15, 2018) | Intangible Asset | Gross Asset Amount at Acquisition Date (in thousands) | Weighted Average Amortization Period in Years | | :------------------------------- | :---------------------------------------------------- | :-------------------------------------------- | | Trade Names, Service Marks and Domain Names | $30,100 | Indefinite | | Customer Lists | $9,100 | 12 years | | Dealer Agreements | $29,000 | 12 Years | [NOTE 4 – INVENTORIES](index=24&type=section&id=NOTE%204%20%E2%80%93%20INVENTORIES) This note provides a breakdown of the company's inventory categories and the changes in their values over the reporting period - Total inventories decreased by **$41.2 million** from December 31, 2018, to September 30, 2019, primarily driven by a reduction in new recreational vehicle inventory[85](index=85&type=chunk) Inventories (in thousands) | Inventory Category | As of September 30, 2019 (Unaudited) | As of December 31, 2018 | | :-------------------------- | :----------------------------------- | :---------------------- | | New recreational vehicles | $88,668 | $129,361 | | Pre-owned recreational vehicles | $36,350 | $34,905 | | Parts, accessories and other | $3,990 | $4,387 | | Less: excess of current cost over LIFO | $(2,791) | $(1,275) | | Total Inventories | $126,217 | $167,378 | [NOTE 5 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=24&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, accrued expenses, and customer deposits - Total current liabilities increased by **$1.6 million** from December 31, 2018, to September 30, 2019, primarily due to increases in accrued compensation and accrued charge-backs[86](index=86&type=chunk) Accounts Payable, Accrued Expenses and Other Current Liabilities (in thousands) | Liability Category | As of September 30, 2019 (Unaudited) | As of December 31, 2018 | | :------------------------------ | :----------------------------------- | :---------------------- | | Accounts payable | $10,433 | $10,642 | | Other accrued expenses | $2,983 | $3,577 | | Customer deposits | $2,813 | $2,511 | | Accrued compensation | $3,428 | $2,164 | | Accrued charge-backs | $4,256 | $3,252 | | Accrued interest | $310 | $453 | | Total | $24,223 | $22,599 | [NOTE 6 – DEBT](index=25&type=section&id=NOTE%206%20%E2%80%93%20DEBT) This note describes the company's debt structure, including its Senior Secured Credit Facility with M&T Bank and details on floor plan notes payable and term loans - On March 15, 2018, the Company replaced its Bank of America credit facility with a **$200.0 million** Senior Secured Credit Facility with M&T Bank, maturing on March 15, 2021[87](index=87&type=chunk) - The M&T Facility includes a **$175.0 million** Floor Plan Line of Credit, a **$20.0 million** Term Loan, and a **$5.0 million** Revolving Credit Facility[87](index=87&type=chunk) - As of September 30, 2019, **$15.7 million** was outstanding under the M&T Term Loan, with an interest rate of approximately **4.56%**[91](index=91&type=chunk) M&T Floor Plan Line of Credit (in thousands) | Metric | As of September 30, 2019 (Unaudited) | As of December 31, 2018 | | :------------------------------ | :----------------------------------- | :---------------------- | | Floor plan notes payable, gross | $107,550 | $143,885 | | Debt discount | $(219) | $(416) | | Floor plan notes payable, net | $107,331 | $143,469 | [NOTE 7 – INCOME TAXES](index=26&type=section&id=NOTE%207%20%E2%80%93%20INCOME%20TAXES) This note outlines the company's income tax provisions and effective tax rates, explaining the factors contributing to differences from the federal statutory rate - The Company recorded income tax provisions of **$941 thousand** for the three months ended September 30, 2019, and **$4.2 million** for the nine months ended September 30, 2019[93](index=93&type=chunk) - Effective tax rates for the three and nine months ended September 30, 2019, were approximately **(61%)** and **77%**, respectively, differing from the federal statutory rate primarily due to local/state income taxes and non-deductible stock-based compensation[93](index=93&type=chunk)[94](index=94&type=chunk) [NOTE 8 – COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note discloses significant contractual commitments, including executive employment agreements, and potential liabilities from ongoing legal proceedings - The CEO's employment agreement provides for an initial base salary of **$540 thousand** and a target annual cash bonus of **100% of base salary**, with severance provisions for termination without cause or resignation for good reason[95](index=95&type=chunk)[96](index=96&type=chunk) - The CFO's offer letter includes an initial base salary of **$325 thousand**, a target annual cash bonus of **75% of base salary**, and twelve months of base salary as severance if terminated without cause[97](index=97&type=chunk) - The Company is involved in multiple legal proceedings in the ordinary course of business, but does not believe their ultimate resolution will have a material adverse effect on its financial condition[100](index=100&type=chunk) [NOTE 9 – PREFERRED STOCK](index=27&type=section&id=NOTE%209%20%E2%80%93%20PREFERRED%20STOCK) This note details the issuance and terms of the Series A Preferred Stock, including dividend rates, conversion options, and redemption conditions - Simultaneous with the Mergers, the Company issued **600,000 shares** of Series A Preferred Stock for gross proceeds of **$60.0 million** in a private placement[101](index=101&type=chunk) - Series A Preferred Stock accrues dividends at an initial rate of **8% per annum**, compounded quarterly, with the rate increasing to **11%** if senior indebtedness exceeds **2.25 times EBITDA**[103](index=103&type=chunk) - The Series A Preferred Stock is convertible at the holder's election at an initial conversion price of **$10.0625 per share** and is redeemable by the Company or the holder under certain conditions[102](index=102&type=chunk)[104](index=104&type=chunk) - As of September 30, 2019, the Company's board did not declare a dividend payment on Series A Preferred Stock, resulting in **$4.3 million** in accrued dividends added to the carrying amount, and the dividend rate is currently **10%**[112](index=112&type=chunk) [NOTE 10 – STOCKHOLDERS' EQUITY](index=28&type=section&id=NOTE%2010%20%E2%80%93%20STOCKHOLDERS%27%20EQUITY) This note outlines the authorized share capital, details of the long-term incentive equity plan, and stock option activity, including unrecorded compensation costs - The Company is authorized to issue **100,000,000 shares** of common stock and **5,000,000 shares** of preferred stock[113](index=113&type=chunk) - The 2018 Long-Term Incentive Equity Plan was amended and restated in May 2019, replenishing the share pool by an additional **600,000 shares** of common stock, with **625,748 shares** available as of September 30, 2019[115](index=115&type=chunk) - Total unrecorded compensation cost related to non-vested awards was **$3.1 million** as of September 30, 2019, expected to be amortized over approximately **1.67 years**[131](index=131&type=chunk) Stock Option Activity (Successor) | Metric | Options outstanding at January 1, 2019 | Options outstanding at September 30, 2019 | | :----------------------------------- | :------------------------------------- | :---------------------------------------- | | Shares Underlying Options | 3,658,421 | 3,798,818 | | Weighted Average Exercise Price | $11.10 | $10.63 | | Weighted Average Remaining Contractual Life | N/A | 3.7 years | | Aggregate Intrinsic Value | N/A | $7 | [Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&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, including forward-looking statements, business overview, recent developments, revenue generation, key performance indicators, detailed analysis of three and nine-month results, non-GAAP financial measures, and liquidity and capital resources [Forward Looking Statements](index=32&type=section&id=Forward%20Looking%20Statements) This section highlights the inherent uncertainties in the report's projections, outlining various risks that could impact future financial performance - The report contains forward-looking statements regarding future financial position, business strategy, costs, and objectives, which are subject to risks, uncertainties, and assumptions[132](index=132&type=chunk) - Key risk factors include availability of financing, fuel prices, dependence on manufacturers, economic conditions, competition, expansion risks, inventory management, seasonality, debt obligations, and regulatory compliance[133](index=133&type=chunk)[134](index=134&type=chunk) [Business Overview](index=35&type=section&id=Business%20Overview) This section describes Lazydays Holdings, Inc.'s core business as an RV dealership operator, detailing its offerings and geographic presence - Lazydays Holdings, Inc. operates RV dealerships, offering RV sales, repair, services, financing, insurance, parts, accessories, rentals, and camping facilities under the 'The RV Authority®' brand[139](index=139&type=chunk) - The Company operates one of the world's largest RV dealerships in Tampa, Florida, and has additional locations in Florida, Arizona, Minnesota, Tennessee, and Colorado, attracting over **500,000 visitors** annually[140](index=140&type=chunk) [Recent Developments](index=36&type=section&id=Recent%20Developments) This section highlights recent strategic actions, including acquisitions, expansion plans, and board-authorized stock repurchase programs - On August 1, 2019, the Company acquired Alliance Coach Inc., adding its inventory to the M&T Floor Plan Line of Credit[142](index=142&type=chunk) - The Company plans to open its first dedicated service center in the Houston, Texas metro area in Q1 2020[143](index=143&type=chunk) - On November 6, 2019, the Board authorized a repurchase of up to **$4.0 million** of the Company's common stock through December 31, 2020[144](index=144&type=chunk) [How The Company Generates Revenue](index=36&type=section&id=How%20The%20Company%20Generates%20Revenue) This section explains the primary sources of the company's revenue, emphasizing the significant contribution from new and pre-owned RV sales - The Company's revenues are primarily derived from sales of new and pre-owned RVs, which accounted for approximately **88%** of total revenues for the three and nine months ended September 30, 2019[145](index=145&type=chunk) Revenue Contribution by Category | Revenue Category | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | New vehicles | 54.8% | 56.0% | 55.8% | 55.5% | | Pre-owned vehicles | 32.9% | 32.0% | 32.3% | 33.3% | | Other | 12.3% | 12.0% | 11.9% | 11.2% | | Total | 100.0% | 100.0% | 100.0% | 100.0% | [Key Performance Indicators](index=36&type=section&id=Key%20Performance%20Indicators) This section presents crucial metrics like gross profit, gross margins, and SG&A as a percentage of gross profit, used to assess operational efficiency - Gross margins decreased due to reduced per vehicle margins from competitive pricing in the industry and increased wholesale sales with approximately breakeven margins[147](index=147&type=chunk)[165](index=165&type=chunk) - Adjusted EBITDA is a key non-GAAP measure used by management to evaluate financial performance, reflecting operating drivers like sales growth and operating costs, and is used for planning and evaluating operational strategies[152](index=152&type=chunk)[154](index=154&type=chunk) Gross Profit and Gross Margins (excluding depreciation and amortization) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :---------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Gross profit | $30.5 million | $30.3 million | $103.0 million | $104.8 million | | Gross margin | 19.3% | 21.3% | 20.6% | 21.7% | SG&A as a Percentage of Gross Profit (excluding transaction costs, depreciation, amortization, and stock-based compensation) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | SG&A as % of Gross Profit | 83.7% | 78.6% | 74.9% | 71.7% | [Results of Operations - Three Months](index=39&type=section&id=Results%20of%20Operations%20-%20Three%20Months) This section analyzes the company's financial performance for the three-month period, detailing revenue, gross profit, expenses, and net loss changes - New vehicle sales revenue increased by **$7.0 million (8.8%)** due to a higher number of units sold (**1,248 vs. 1,078**), offset by a decrease in average selling price (**$69,100 vs. $73,500**)[159](index=159&type=chunk) - Pre-owned vehicle sales revenue increased by **$6.4 million (14.2%)**, primarily driven by a **$4.0 million** increase in wholesale revenue[160](index=160&type=chunk) - Other revenue growth was driven by new locations and improved penetration rates for finance and insurance products[162](index=162&type=chunk)[163](index=163&type=chunk) - Stock-based compensation, a non-cash expense, decreased by **$1.6 million** due to the graded vesting of awards with market conditions issued in 2018[169](index=169&type=chunk) Three Months Ended September 30, 2019 vs. 2018 (in thousands) | Metric (Successor) | Sep 30, 2019 | Sep 30, 2018 | Change ($) | Change (%) | | :--------------------------- | :----------- | :----------- | :--------- | :--------- | | Total revenue | $158,402 | $142,383 | $16,019 | 11.3% | | New and pre-owned vehicles revenue | $138,861 | $125,348 | $13,513 | 10.8% | | Other revenue | $19,541 | $17,035 | $2,506 | 14.7% | | Gross profit | $30,544 | $30,274 | $270 | 0.9% | | SG&A expenses | $25,570 | $23,793 | $1,777 | 7.5% | | Net loss | $(2,486) | $(2,729) | $243 | -8.9% | [Results of Operations - Nine Months](index=43&type=section&id=Results%20of%20Operations%20-%20Nine%20Months) This section provides a comprehensive analysis of the company's financial performance over the nine-month period, including revenue, gross profit, and net income trends - New vehicle sales revenue increased by **$11.4 million (4.2%)** due to an increase in units sold (**3,774 vs. 3,534**), supported by new dealership acquisitions[177](index=177&type=chunk) - Gross profit decreased by **$1.8 million (1.7%)** due to increased wholesale sales as a percentage of sales mix, decreased gross profit on new units from competitive pricing, and decreased pre-owned motorized vehicle unit sales[183](index=183&type=chunk)[184](index=184&type=chunk) - Interest expense increased by **$0.5 million** due to a higher average floor plan balance from acquisitions and interest on acquisition notes payable[188](index=188&type=chunk) Nine Months Ended September 30, 2019 vs. 2018 (in thousands) | Metric (Successor & Predecessor) | Sep 30, 2019 | Sep 30, 2018 | Change ($) | Change (%) | | :------------------------------- | :----------- | :----------- | :--------- | :--------- | | Total revenue | $500,005 | $482,341 | $17,664 | 3.7% | | New and pre-owned vehicles revenue | $440,541 | $427,987 | $12,554 | 2.9% | | Other revenue | $59,464 | $54,354 | $5,110 | 9.4% | | Gross profit | $102,969 | $104,766 | $(1,797) | -1.7% | | SG&A expenses | $77,173 | $75,078 | $2,095 | 2.8% | | Net income | $1,216 | $2,141 | $(925) | -43.2% | [Non-GAAP Financial Measures](index=46&type=section&id=Non-Gaap%20Financial%20Measures) This section explains the company's use of non-GAAP measures like EBITDA and Adjusted EBITDA for performance analysis and operational strategy evaluation - The Company uses non-GAAP financial measures like EBITDA and Adjusted EBITDA to analyze performance, manage the business, and provide expanded insight into revenue and cost performance[190](index=190&type=chunk)[191](index=191&type=chunk) - Adjusted EBITDA excludes depreciation, non-floor plan interest, amortization of intangibles, income tax, stock-based compensation, transaction costs, LIFO adjustments, severance, and gain/loss on property sales[193](index=193&type=chunk) Adjusted EBITDA and Margin (in thousands) | Metric (Successor) | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 (Combined) | | :--------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :---------------------------------------- | | Adjusted EBITDA | $5,272 | $6,299 | $24,611 | $27,749 | | Adjusted EBITDA margin | 3.3% | 4.4% | 4.9% | 5.8% | [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash flow, working capital, and financing arrangements, assessing its ability to meet short-term and long-term obligations - Net cash from operating activities significantly increased to **$66.8 million** for the nine months ended September 30, 2019, primarily due to effective inventory management[200](index=200&type=chunk) - Net cash used in investing activities decreased to **$10.4 million** in 2019, compared to **$85.4 million** in 2018, as the prior year included significant cash used for the acquisition of Lazy Days' R.V. Center, Inc. and Shorewood RV Center[201](index=201&type=chunk) - As of September 30, 2019, the Company had **$33.5 million** in cash and **$45.2 million** in working capital, with capital expenditures of **$7.9 million** for the nine months ended September 30, 2019[204](index=204&type=chunk) - The M&T Credit Facility, including a **$175.0 million** floor plan line of credit and a **$20.0 million** term loan, is the primary source of financing for vehicle inventory and operations[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) - The Company has no off-balance sheet arrangements and believes inflation has not had a material impact on operations[213](index=213&type=chunk)[214](index=214&type=chunk) Cash Flow Summary (in thousands) | Metric (Successor & Predecessor) | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $66,756 | $17,683 | | Net cash used in investing activities | $(10,438) | $(85,374) | | Net cash (used in) provided by financing activities | $(49,390) | $90,317 | | Net increase in cash | $6,928 | $22,626 | [Item 3 – Quantitative and Qualitative Disclosures about Market Risk](index=52&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The Company has elected scaled disclosure requirements available to smaller reporting companies, and therefore, information requested by this Item is not applicable - The Company, as a smaller reporting company, has elected scaled disclosure requirements, making this item not applicable[220](index=220&type=chunk) [Item 4 – Controls and Procedures](index=52&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, 2019, and reported no material changes in internal control over financial reporting during the quarter - As of September 30, 2019, the CEO and CFO concluded that disclosure controls and procedures were effective[221](index=221&type=chunk) - There were no material changes in internal control over financial reporting during the quarter ended September 30, 2019[222](index=222&type=chunk) [PART II – OTHER INFORMATION](index=53&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1 – Legal Proceedings](index=53&type=section&id=Item%201%20%E2%80%93%20Legal%20Proceedings) The Company is involved in various legal proceedings 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 arising in the ordinary course of business[223](index=223&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[223](index=223&type=chunk) [Item 1A – Risk Factors](index=53&type=section&id=Item%201A%20%E2%80%93%20Risk%20Factors) This section updates the risk factors previously disclosed in the 2018 Form 10-K, highlighting a new risk related to the exclusive forum provision in the Company's amended and restated certificate of incorporation - The Company's amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain legal actions, which may limit stockholders' ability to choose a favorable judicial forum[225](index=225&type=chunk) - This exclusive forum provision does not apply to actions arising under federal securities laws[225](index=225&type=chunk) [Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company reported no unregistered sales of equity securities or use of proceeds during the period - No unregistered sales of equity securities or use of proceeds were reported[226](index=226&type=chunk) [Item 3 – Defaults Upon Senior Securities](index=53&type=section&id=Item%203%20%E2%80%93%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[227](index=227&type=chunk) [Item 4 – Mine Safety Disclosures](index=53&type=section&id=Item%204%20%E2%80%93%20Mine%20Safety%20Disclosures) The Company reported no mine safety disclosures during the period - No mine safety disclosures were reported[228](index=228&type=chunk) [Item 5 – Other Information](index=53&type=section&id=Item%205%20%E2%80%93%20Other%20Information) The Company reported no other information requiring disclosure under this item - No other information was reported[229](index=229&type=chunk) [Item 6 – Exhibits](index=54&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, XBRL instance documents, and taxonomy extensions - The exhibits include certifications from the Chief Executive Officer and Chief Financial Officer (31.1, 31.2, 32.1, 32.2) and XBRL related documents (101 INS, SCH, CAL, DEF, LAB, PRE)[232](index=232&type=chunk) [Signatures](index=55&type=section&id=Signatures) The report is duly signed on November 8, 2019, by William P. Murnane, Chief Executive Officer, and Nicholas Tomashot, Chief Financial Officer, authorizing its filing - The report was signed on November 8, 2019, by William P. Murnane, Chief Executive Officer, and Nicholas Tomashot, Chief Financial Officer[234](index=234&type=chunk)

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 June 30, 2019 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- ...

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, 2019 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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 | 82-4183498 ...