Financial Performance - Total revenue for Q3 2025 was $101.4 million, a decrease of 50.8% compared to $206.0 million in Q3 2024[11] - New vehicle retail revenue was $60.2 million, down 50.7% from $122.3 million year-over-year[11] - Net loss for Q3 2025 was $82.4 million, compared to a net loss of $17.7 million in Q3 2024, representing a 366.5% increase in losses[11] - The company reported a gross profit of $19.6 million for Q3 2025, down 56.7% from $45.3 million in Q3 2024[11] - For the nine months ended September 30, 2025, the company reported a net loss of $116.5 million, compared to a net loss of $83.9 million for the same period in 2024, representing a 39% increase in losses year-over-year[17] - Total revenue for the nine months ended September 30, 2025, was $398.5 million, a decrease of $313.1 million or 44.0% compared to the same period in 2024[197] - Total gross profit for the nine months ended September 30, 2025, was $97.6 million, down $32.9 million or 25.2% from the same period in 2024[197] Assets and Liabilities - Total current assets decreased to $203.1 million from $353.8 million as of December 31, 2024, a decline of 42.4%[10] - Total assets decreased to $333.2 million from $675.8 million as of December 31, 2024, a decline of 50.7%[10] - Total liabilities decreased to $359.5 million from $586.2 million as of December 31, 2024, a decline of 38.7%[10] - The company had cash and cash equivalents of $9.5 million as of September 30, 2025, down from $24.7 million at the end of 2024[10] - The company’s retained deficit increased to $231.3 million as of September 30, 2025, compared to $114.7 million at the end of 2024[10] - The company had total debt obligations of $40.2 million related to mortgages, term loans, and a revolving credit facility, along with floor plan notes payable of $184.0 million[25] Impairment and Charges - The company incurred impairment charges of $74.5 million during the nine months ended September 30, 2025[17] - The company recorded a non-cash impairment charge of $22.9 million on indefinite-lived intangible assets in Q3 2025 due to asset sales[188] - The company recorded an impairment loss of $11.9 million on assets held for sale during Q3 2025, contributing to a total of $15.3 million for the nine months ended September 30, 2025[69] Asset Sales and Dissolution - The company entered into an Asset Purchase Agreement on October 6, 2025, to sell substantially all of its assets, with proceeds expected to repay outstanding obligations under the Credit Agreement[27] - The company’s Board of Directors approved a plan of dissolution on October 14, 2025, subject to stockholder approval, following the Asset Sales[28] - The company expects no assets will remain for distribution to stockholders after paying outstanding liabilities to creditors under the Plan of Dissolution[140] - The company completed asset sales resulting in net proceeds of $113.9 million, which were used to repay $61.2 million of floor plan notes payable and $46.1 million of term loan and mortgage debt[57] Revenue Breakdown - New vehicle retail revenue decreased by $62.1 million, or 50.8%, primarily due to a 52.1% decrease in new vehicle retail units sold[177] - Pre-owned vehicle retail revenue decreased by $28.2 million, or 55.0%, driven by a 55.4% decrease in pre-owned retail units sold[179] - Vehicle wholesale revenue decreased by $1.3 million, or 73.5%, due to a strategic decision to right-size RV inventory[181] - Finance and insurance revenue fell by $8.0 million, or 48.7%, in Q3 2025, driven by a 50.6% decrease in total retail units sold[183] - Service, body, and parts revenue decreased by 34.2%, with gross profit down 38.3% in Q3 2025, largely due to divestitures resulting in a $5.3 million revenue drop[184] Stock and Employment - The company executed a 1-for-30 reverse stock split effective July 11, 2025, to meet the $1.00 per share minimum bid price for continued listing on Nasdaq[34] - The company anticipates that its common stock will be delisted from Nasdaq on or about November 28, 2025, following the filing of Form 25[143] - The company has notified employees of expected terminations effective November 16, 2025, in connection with the closing of the Asset Sales[146] - As of September 30, 2025, the company employs approximately 800 people and offers over 2,800 new and pre-owned RVs[152] Future Projections and Compliance - The company has raised substantial doubt about its ability to continue as a going concern due to uncertainty regarding its financial condition and liquidity needs[31] - The Company is required to comply with certain financial covenants, including maintaining liquidity above $5.0 million during the waiver period[84] - The Company must complete asset sales and repay outstanding obligations under the Credit Agreement by the end of the September 2025 Waiver Period[86]

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

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of substantially all assets of Lazydays Holdings, Inc. to CIRV Group, LLC and CIRV Group Real Estate Holdings, LLC for Lazydays shareholders [1] Company Investigation - The law firm is encouraging Lazydays shareholders to learn more about their legal rights and options regarding the asset sale [1] - Contact information for legal inquiries is provided, including names and phone numbers of representatives from Halper Sadeh [1]

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

Financial Performance - Total revenue for Q2 2025 was $131.3 million, a decrease of 44.3% compared to $235.6 million in Q2 2024[12]. - New vehicle retail sales amounted to $77.5 million in Q2 2025, down 45.9% from $143.3 million in Q2 2024[12]. - Gross profit for the six months ended June 30, 2025, was $78.0 million, a decline of 8.5% from $85.2 million in the same period of 2024[12]. - Net loss for Q2 2025 was $24.6 million, compared to a net loss of $44.2 million in Q2 2024, representing a 44.2% improvement[12]. - For the six months ended June 30, 2025, the company reported a net loss of $34.1 million, compared to a net loss of $66.2 million for the same period in 2024[14]. - Total revenue for the three months ended June 30, 2025, was $131.3 million, a decrease of $104.3 million or 44.3% compared to $235.6 million in the same period in 2024[164]. - Gross profit for the three months ended June 30, 2025, was $34.2 million, a decrease of $13.2 million or 27.9% compared to $47.4 million in the same period in 2024[164]. - The company reported a total revenue of $297.1 million for the six months ended June 30, 2025, a decrease of $208.6 million, or 41.2%, compared to the same period in 2024[190]. Assets and Liabilities - Total current assets increased to $353.8 million as of June 30, 2025, up from $223.0 million at December 31, 2024[10]. - Total liabilities rose to $586.2 million as of June 30, 2025, compared to $373.1 million at December 31, 2024[10]. - As of June 30, 2025, the company had an accumulated deficit of $148.9 million and cash and cash equivalents of $24.7 million[21]. - The company had total debt obligations of $43.5 million related to mortgages, term loans, and the revolving credit facility, with floor plan notes payable of $185.5 million[21]. - As of June 30, 2025, current assets held for sale amounted to $6.5 million, while long-term assets held for sale totaled $25.9 million[51]. - The outstanding principal balance of the Revolving Credit Facility was $27.8 million, with an interest rate of 7.83%[66]. - The Floor Plan Credit Facility had an outstanding balance of $185.5 million at an interest rate of 6.93% as of June 30, 2025[66]. Operational Performance - The company operated 13 dealerships across various states as of June 30, 2025[16]. - The company generated net cash provided by operating activities of $7.4 million for the six months ended June 30, 2025, compared to $101.3 million for the same period in 2024[14]. - The company experienced a significant increase in inventories, with a change of $31.1 million for the six months ended June 30, 2025[14]. - New RV sales accounted for 98.0% of the vehicles sold in the quarter ended June 30, 2025, primarily from Thor Industries, Winnebago Industries, and Forest River[132]. - Total retail units sold decreased by 1,334 units, or 41.9%, with new vehicle retail units sold down 968 units and pre-owned vehicle retail units down 502 units[164]. Expenses and Charges - The company reported stock-based compensation expenses of $471,000 for the six months ended June 30, 2025, down from $1.1 million in 2024[14]. - Selling, general and administrative (SG&A) expenses were $35.8 million, a decrease of $16.2 million or 31.1% compared to $52.0 million in the same period in 2024[177]. - SG&A as a percentage of revenue increased to 27.3%, up 520 basis points from 22.1% in the same period in 2024[177]. - The company recorded a non-cash impairment charge of $4.3 million on indefinite-lived intangible assets due to decreased revenue projections from recent divestitures[178]. - Impairment charges of $10,576,000 were recorded in 2025, including a non-cash impairment charge of $7,200,000 on indefinite-lived intangible assets due to lower revenue projections[201]. Sales and Divestitures - Net proceeds from the Camping World Sales amounted to $113.9 million, used for debt repayments and working capital[43]. - The General RV Sales generated net proceeds of $47.0 million, with a recorded loss of $1.1 million during the three and six months ended June 30, 2025[46]. - The Fun Town RV Sale closed with net proceeds of $10.4 million, resulting in a loss of $1.5 million during the same period[47]. - The company completed the sale of the Claremore, Oklahoma dealership for gross proceeds of approximately $14.9 million on August 1, 2025[50]. - The company generated revenues of $15.5 million and $55.7 million from divested dealerships during the three and six months ended June 30, 2025, respectively, compared to $71.7 million and $140.2 million in the same periods of 2024[138]. Concerns and Future Outlook - The company faces substantial doubt regarding its ability to continue as a going concern, influenced by recent losses and liquidity challenges[130]. - The company expects incremental disclosures in its Annual Report on Form 10-K for the 2025 fiscal year due to the adoption of ASU 2023-09, but does not anticipate a material effect on financial position[30]. - The company has eliminated its ability to borrow new loans under the revolving credit facility, raising concerns about its liquidity[21]. - The company entered into a Limited Waiver and Consent with M&T Bank on July 31, 2025, granting temporary waivers of potential defaults related to certain payments and loan obligations[118].

Financial Performance - Total revenue for Q2 2025 was $131.3 million, a decrease of 44.3% compared to $235.6 million in Q2 2024[2] - Net loss for Q2 2025 was $24.6 million, improved from a net loss of $44.2 million in Q2 2024[2] - Adjusted EBITDA for Q2 2025 was $(6.2) million, an improvement from $(9.4) million in Q2 2024[2] - Gross profit for Q2 2025 was $34.2 million, down from $47.4 million in Q2 2024, reflecting a gross profit margin decrease[10] - New vehicle retail revenue in Q2 2025 was $77.5 million, down 45.9% from $143.3 million in Q2 2024[10] - Pre-owned vehicle retail revenue in Q2 2025 was $29.5 million, a decrease of 48.6% compared to $57.3 million in Q2 2024[10] - Net loss per diluted share for Q2 2025 was $6.67, significantly improved from $96.53 in Q2 2024[2] - Net loss for the first half of 2025 was $34,122, an improvement from a net loss of $66,201 in the same period of 2024[14] - For the three months ended June 30, 2025, the net loss was $24,589 thousand, an improvement from a net loss of $44,221 thousand in the same period of 2024[18] Operational Efficiency - The company aims to continue its turnaround plan focusing on operational performance and market position[2] - Gross profit margin for new vehicle retail increased to 11.0% in Q2 2025 from 9.2% in Q2 2024, while pre-owned vehicle retail rose to 20.3% from 19.0%[11] - Total gross profit margin improved to 26.0% in the first half of 2025 compared to 20.1% in the same period of 2024[11] - Retail units sold for new vehicles reached 1,068 in Q2 2025, up from 2,036 in Q2 2024, while pre-owned vehicle retail units sold increased to 598 from 1,100[11] - Average selling price per new vehicle retail unit rose to $72,531 in Q2 2025 from $70,458 in Q2 2024[11] - EBITDA for the three months ended June 30, 2025, was $(10,858) thousand, compared to $(3,899) thousand in 2024, indicating a decline in operational performance[18] - Adjusted EBITDA for the six months ended June 30, 2025, was $(10,265) thousand, significantly better than $(27,565) thousand in the same period of 2024[18] Asset Management - The company reduced total liabilities by over $200 million during the first half of 2025 through the sale of non-core assets[2] - Total current assets decreased to $223,049 thousand as of June 30, 2025, down from $353,774 thousand at the end of 2024[12] - Total liabilities reduced to $373,115 thousand as of June 30, 2025, compared to $586,230 thousand at the end of 2024[12] - The company reported a significant increase in net proceeds from the sale of businesses and property, totaling $171,977 thousand in the first half of 2025[14] - The company recorded a loss on the sale of businesses, property, and equipment of $2,411 thousand for the six months ended June 30, 2025, compared to a gain of $(1,044) thousand in 2024, reflecting challenges in divestitures[18] Cost Management - Interest expense, net for the first half of 2025 was $21,426 thousand, down from $23,744 thousand in 2024, reflecting a reduction in borrowing costs[18] - Depreciation and amortization expenses decreased to $7,982 thousand for the six months ended June 30, 2025, from $10,417 thousand in 2024, indicating improved asset utilization[18] - Stock-based compensation expense for the first half of 2025 was $471 thousand, down from $1,104 thousand in 2024, indicating a reduction in equity compensation costs[18] - The LIFO adjustment for the six months ended June 30, 2025, was $(6,453) thousand, compared to a positive adjustment of $441 thousand in 2024, indicating increased inventory costs[18] - The floor plan interest expense for the first half of 2025 was $7,859 thousand, down from $13,384 thousand in 2024, suggesting improved financing terms[18] Impairment and Charges - The company recognized non-cash impairment charges of $7.7 million in Q2 2025 related to intangible assets[2] - Impairment charges for the six months ended June 30, 2025, were $10,576 thousand, with no charges reported in the same period of 2024, suggesting potential asset valuation concerns[18]

Financial Performance - Total revenue for Q1 2025 was $165.8 million, a decrease of 38.5% compared to $270.1 million in Q1 2024[12] - New vehicle retail revenue decreased to $97.5 million from $152.7 million, representing a decline of 36.1% year-over-year[12] - Gross profit for Q1 2025 was $43.8 million, an increase of 16.4% from $37.8 million in Q1 2024[12] - Net loss for Q1 2025 was $9.5 million, compared to a net loss of $22.0 million in Q1 2024, showing an improvement of 56.7%[12] - Total revenues for the three months ended March 31, 2025, were $165.8 million, a decrease of 38.6% compared to $270.1 million in the same period in 2024[149] - New vehicle retail revenue decreased by 36.1% to $97.5 million from $152.7 million year-over-year[149] - Pre-owned vehicle retail revenue fell by 48.3% to $40.7 million compared to $78.6 million in the prior year[149] - Total gross profit increased by 16.1% to $43.8 million, up from $37.8 million in the previous year[149] - Gross profit margin improved to 26.4%, an increase of 1,240 basis points from 14.0% in the same quarter last year[149] - The company reported a net loss attributable to common stockholders of $9.5 million for Q1 2025, compared to a net loss of $24.0 million in Q1 2024[77] - Basic loss per share for Q1 2025 was $(0.09), significantly improved from $(1.67) in Q1 2024[77] Cash Flow and Assets - Cash and cash equivalents decreased to $19.7 million as of March 31, 2025, down from $24.7 million at the end of 2024[10] - Total assets decreased to $509.5 million from $675.8 million at the end of 2024, a reduction of 24.6%[10] - The company reported a net cash provided by operating activities of $26.0 million for Q1 2025, down from $80.2 million in Q1 2024[17] - The company incurred impairment charges of $2.9 million in Q1 2025, reflecting ongoing adjustments in asset valuations[12] - As of March 31, 2025, the company had cash and cash equivalents of $20 million and total debt obligations of $349 million, including $210.9 million in floor plan notes payable[24] - The company recorded a non-cash impairment charge of $2.9 million for indefinite-lived intangible assets due to a decline in stock price and lower revenue projections[38] - The company closed on the sale of five facilities, receiving net proceeds of $113.9 million, which were used to repay $61.2 million of floor plan notes payable and $46.1 million of term loan and mortgage debt[43] - Inventories as of March 31, 2025, totaled $182.6 million, down from $211.9 million as of December 31, 2024[35] Debt and Liabilities - Total liabilities decreased to $429.1 million from $586.2 million, a decline of 26.8%[10] - The outstanding principal balance of the Revolving Credit Facility was $27,800,000 as of March 31, 2025[53] - The company had $210,900,000 outstanding on the Floor Plan Credit Facility at an interest rate of 6.93% as of March 31, 2025[56] - The company reported total debt contractual maturities of $52,228,000, with $8,846,000 due in the remainder of 2025[67] - Future contractual maturities of total debt amount to $52.2 million, with $8.8 million due in the remainder of 2025[194] Operational Footprint - The company had 17 dealerships across various states as of March 31, 2025, maintaining its operational footprint[19] - The company operates 17 dealerships across 11 states, with the largest RV dealership in the world located on approximately 126 acres outside Tampa, Florida[116] - The company employs approximately 920 people across its dealership locations, providing extensive RV expertise to customers[117] Strategic Initiatives - The company aims to expand its pre-owned vehicle operations to increase sales and inventory through trade-ins and direct purchases from consumers[122] - The company has strong strategic alliances with leading RV manufacturers, with 97.0% of new vehicles sold in the quarter being from Thor Industries, Winnebago Industries, and Forest River[121] - The company achieved a pre-owned to new vehicle sales ratio of 70.4% for the quarter ended March 31, 2025, with a goal to reach a 1:1 ratio[122] Concerns and Challenges - The company has substantial doubt about its ability to continue as a going concern due to negative financial conditions and reliance on generating positive cash inflows[24] - The company experienced inflationary pressures, particularly in the cost of new vehicles, which could adversely affect operating results if selling prices do not increase proportionately[197][198] - The company concluded that its disclosure controls and procedures were not effective due to previously identified material weaknesses in internal control over financial reporting[206] - A material weakness was identified related to ineffective design and implementation of Information Technology General Controls (ITGC) affecting user access, program change management, and security administration[207] - Insufficient resources due to turnover resulted in inadequate financial reviews, causing a restatement of consolidated financial statements for the year ended December 31, 2024[207] Sales and Revenue Breakdown - Revenue from Florida accounted for 48% of total revenue for the three months ended March 31, 2025, up from 44% in the same period of 2024[71] - New vehicle revenue decreased by $55.2 million, or 36.1%, primarily due to a 44.4% decrease in new vehicle retail units sold, offset by a 14.9% increase in average selling price per retail unit[151] - New vehicle gross profit increased by $5.2 million, or 92.5%, with a gross margin increase of 740 basis points, attributed to the higher average selling price of new vehicles[152] - Pre-owned vehicle retail revenue decreased by $38.0 million, or 48.3%, due to a 44.9% decrease in pre-owned retail units sold and a 6.2% decrease in average selling price per retail unit[153] - Vehicle wholesale revenue decreased by $4.2 million, or 67.1%, related to a strategic decision to right size RV inventory[155] - Consignment vehicle revenue increased by $1.0 million, or 219.5%, due to the consignment vehicle program starting in the prior year[156] - Finance and insurance revenue decreased by $6.8 million, or 37.2%, primarily due to a 39.0% decrease in total retail units sold[157] Expenses and Cost Management - SG&A expenses decreased by $10.3 million, or 21.0%, with SG&A as a percentage of revenue increasing by 520 basis points to 23.3%[161] - Floor plan interest expense decreased by $3.1 million, or 40.2%, due to a decrease in floor plan notes payable[163] - Capital expenditures decreased by $8.8 million during the three months ended March 31, 2025, compared to the same period in 2024, with forecasted capital expenditures for fiscal year 2025 expected to be less than $2.0 million[181]

Financial Performance - Total revenue for Q1 2025 was $165.8 million, a decrease of 38.5% compared to $270.1 million in Q1 2024[2] - Gross profit for Q1 2025 increased to $43.8 million, with a gross profit margin of 26.4%, up from 14.0% in Q1 2024[11][12] - Net loss for Q1 2025 was $9.5 million, significantly improved from a net loss of $22.0 million in Q1 2024[2] - Adjusted EBITDA for Q1 2025 was $(4.0) million, an improvement from $(18.2) million in Q1 2024[2] - The company reported a net loss of $9,533,000 for the three months ended March 31, 2025, compared to a net loss of $21,980,000 in the same period of 2024, indicating an improvement in performance[14] - Adjusted EBITDA for Q1 2025 was $(4,025,000), an improvement from $(18,161,000) in Q1 2024, highlighting a positive trend in core operating results[18] Revenue Breakdown - New vehicle retail revenue was $97.5 million, down from $152.7 million in Q1 2024, with retail units sold decreasing from 2,055 to 1,143[11][12] - Pre-owned vehicle retail revenue was $40.7 million, down from $78.6 million in Q1 2024, with retail units sold decreasing from 1,460 to 805[11][12] - Average selling price for new vehicles increased to $85,318 in Q1 2025 from $74,263 in Q1 2024[12] Debt and Cash Management - The company repaid approximately $145 million in debt during the quarter, significantly de-leveraging its balance sheet[2] - Net cash provided by operating activities was $26,032,000 for Q1 2025, a decrease from $80,240,000 in Q1 2024, reflecting changes in working capital[14] - The company’s net repayments under the M&T bank floor plan were $95,136,000 in Q1 2025, compared to $89,016,000 in Q1 2024, indicating increased debt repayment activity[14] - Cash at the end of the period decreased to $19,727,000 in Q1 2025 from $39,350,000 in Q1 2024, reflecting a net decrease in cash of $4,975,000[14] Asset Management - Total assets decreased to $509.5 million as of March 31, 2025, down from $675.8 million at the end of 2024[13] - The company recorded $113,947,000 in net proceeds from the sale of businesses, property, and equipment during the investing activities for Q1 2025[14] - The company experienced a significant increase in inventories, with a change of $32,346,000 in Q1 2025 compared to a decrease of $109,442,000 in Q1 2024[14] Expenses - Total depreciation and amortization expenses for Q1 2025 amounted to $4,582,000, down from $5,461,000 in Q1 2024[18] - Interest expense, net for Q1 2025 was $10,759,000, compared to $12,199,000 in Q1 2024, indicating a reduction in financing costs[18] - The company reported impairment charges of $2,900,000 in Q1 2025, with no such charges reported in Q1 2024[18] Strategic Actions - The company completed the strategic divestiture of five dealership locations, enhancing its cost structure[2]

[Part I](index=5&type=section&id=PART%20I) [Business](index=5&type=section&id=Item%201.%20Business) Lazydays operates 22 RV dealerships, selling and servicing RVs and related products, and began selling dealerships to Camping World in 2024 to streamline operations - The company operates **22 RV dealerships** across multiple states, with its largest, located near Tampa, Florida, considered the **world's largest** in terms of on-site inventory[17](index=17&type=chunk)[18](index=18&type=chunk) - Core business includes selling new and pre-owned RVs, arranging financing and insurance, and providing parts and services; the company represents **over 30 original equipment manufacturers (OEMs)**[16](index=16&type=chunk)[21](index=21&type=chunk) - In November 2024, the company agreed to sell several dealerships and associated real estate to Camping World Holdings, Inc; however, in March 2025, Camping World opted not to close on two of these locations (Portland, OR and Council Bluffs, IA)[23](index=23&type=chunk) - The company received a notice from Nasdaq on January 23, 2025, for failing to meet the **$1.00** minimum bid price requirement for continued listing, and has until July 22, 2025, to regain compliance[49](index=49&type=chunk)[50](index=50&type=chunk) [Risk Factors](index=10&type=page&id=Item%201A.%20Risk%20Factors) The company faces substantial doubt about its going concern ability due to a **$180.0 million** net loss, limited credit, internal control weaknesses, and delisting risk - The company's financial condition raises **substantial doubt about its ability to continue as a going concern**, having incurred a **$180.0 million** net loss in 2024 and having its revolving credit facility eliminated[58](index=58&type=chunk)[59](index=59&type=chunk) - Management identified material weaknesses in internal controls related to IT general controls (user access, change management) and turnover in key accounting positions[61](index=61&type=chunk) - The business is heavily dependent on a few key manufacturers, with Thor Industries, Winnebago Industries, and Forest River, Inc. supplying approximately **51%**, **26%**, and **19%** of new RV inventory, respectively, in 2024[66](index=66&type=chunk) - The company's credit facilities contain restrictive covenants; a change in control is an event of default, and the company must comply with various financial ratios and tests to avoid default[120](index=120&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - As of December 31, 2024, Coliseum and its affiliates hold **72%** of the company's common stock (on an as-exercised warrant basis), giving them significant influence over corporate actions[133](index=133&type=chunk) - The company's common stock is at risk of being delisted from the Nasdaq Capital Market for failing to maintain a minimum bid price of **$1.00** per share[136](index=136&type=chunk) [Unresolved Staff Comments](index=23&type=section&id=Item%201B.%20Unresolved%20Staf%20Comments) The company reports no unresolved staff comments from the SEC - None[138](index=138&type=chunk) [Cybersecurity](index=23&type=section&id=Item%201C.%20Cybersecurity) The company maintains a cybersecurity program led by its CTO, reporting quarterly to the Board, and has identified no material cybersecurity threats - Cybersecurity risk management is overseen by the Chief Technical Officer (CTO), who has **over 25 years of experience** in technology and information security[143](index=143&type=chunk) - The Board of Directors receives quarterly reports on cybersecurity risks and material incidents from the CTO[144](index=144&type=chunk) - The company has not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect its business strategy, results of operations, or financial condition[142](index=142&type=chunk) [Properties](index=24&type=section&id=Item%202.%20Properties) As of March 24, 2025, Lazydays owns **5 properties** and leases **12 properties**, with its largest being a **126-acre** leased facility in Tampa, Florida - As of March 24, 2025, the company owns **5 properties** and leases **12 properties**[145](index=145&type=chunk) - The largest dealership property is located in Tampa, Florida, covering **126 acres** with a **384,000 square foot facility**; the lease for this property expires in 2035[146](index=146&type=chunk) [Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings not expected to materially affect its financial condition or operations - The company is a party to multiple legal proceedings from the ordinary course of business but does not expect a material adverse effect from their resolution[147](index=147&type=chunk) [Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - None[148](index=148&type=chunk) [Part II](index=25&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=25&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 trades on Nasdaq under "GORV", has **not paid dividends**, and issued significant shares in late 2024 via a PIPE offering and preferred stock exchange - The company's common stock is listed on the Nasdaq Capital Market under the symbol "GORV"[150](index=150&type=chunk) - **No cash dividends have been paid, and none are planned for the foreseeable future**[152](index=152&type=chunk) - | Date | Common Stock Issued | | :--- | :--- | | November 15, 2024 | 45,748,450 | | December 27, 2024 | 49,866,710 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In FY2024, Lazydays faced significant financial challenges with a **$180.0 million** net loss and **19.5%** revenue decline, leading to strategic asset sales, a PIPE offering, and credit facility amendments [Recent Developments](index=27&type=section&id=Recent%20Developments) The company undertook strategic transactions in late 2024 and early 2025, including dealership sales to Camping World, a **$28.3 million** PIPE offering, and preferred stock exchange, amid a Nasdaq deficiency notice - Entered into agreements to sell seven dealerships and certain real estate to Camping World for **approximately $48.5 million** for the real estate and **$1.0 million per facility** for the assets; in March 2025, Camping World elected not to close on two of the locations[168](index=168&type=chunk)[171](index=171&type=chunk) - Raised net proceeds of **approximately $28.3 million** on November 15, 2024, by selling **29,126,212 shares** of common stock at **$1.03 per share** in a PIPE offering[174](index=174&type=chunk) - Exchanged **all 600,000 outstanding shares** of Series A Convertible Preferred Stock for **66,488,948 shares** of common stock, eliminating a liquidation preference of **approximately $68.5 million**[175](index=175&type=chunk)[176](index=176&type=chunk) - Received a Nasdaq deficiency notice on January 23, 2025, for its stock price being below the **$1.00** minimum bid requirement and has until July 22, 2025, to regain compliance[177](index=177&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) In 2024, total revenue decreased **19.5%** to **$871.6 million**, gross profit fell **29.7%**, and net loss widened to **$180.0 million** due to market contraction, discounting, and impairment charges - | Metric | 2024 | 2023 | Variance | % Change | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **$871.6M** | **$1,082.7M** | **($211.2M)** | **(19.5)%** | | New Vehicle Revenue | $513.0M | $631.7M | ($118.7M) | (18.8)% | | Pre-owned Vehicle Revenue | $224.9M | $323.3M | ($98.4M) | (30.4)% | | **Total Gross Profit** | **$160.9M** | **$228.7M** | **($67.9M)** | **(29.7)%** | | Gross Margin | 18.5% | 21.1% | (260 bps) | | - New vehicle revenue decreased due to a **4.9%** drop in units sold and a **14.6%** decrease in average selling price per unit, as the company discounted older model year inventory[184](index=184&type=chunk)[186](index=186&type=chunk) - Pre-owned vehicle revenue decreased due to a **15.5%** drop in units sold and a **17.6%** decrease in average selling price; the company also recorded **$3.0 million** in write-downs on pre-owned inventory[187](index=187&type=chunk)[188](index=188&type=chunk) - Impairment charges totaled **$39.1 million** in 2024, primarily from a **$21.4 million** loss on assets held for sale and a **$17.7 million** impairment of definite-lived intangible assets associated with those dealerships[196](index=196&type=chunk) - Net loss widened to **$179.96 million** in 2024 from **$110.27 million** in 2023[206](index=206&type=chunk) - Adjusted EBITDA was **negative $58.7 million** in 2024, a sharp decline from a **positive $11.6 million** in 2023[206](index=206&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is severely pressured, raising going concern doubts, with cash at **$24.7 million**, eliminated revolving credit, and reduced floor plan facilities, relying on operations and outside capital - The company's financial state raises **substantial doubt about its ability to continue as a going concern**; it incurred a **$180.0 million** net loss in 2024 and has no access to a revolving credit facility for general working capital[238](index=238&type=chunk)[239](index=239&type=chunk) - | Cash Flow Summary (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $94,354 | ($36,480) | | Net cash used in investing activities | ($8,128) | ($192,964) | | Net cash (used in) provided by financing activities | ($119,609) | $225,842 | | **Net decrease in cash** | **($33,383)** | **($3,602)** | - The M&T Credit Agreement was amended, permanently eliminating the ability to borrow under the Revolving Credit Facility; the Floor Plan Credit Facility commitment was reduced from **$400.0 million** to **$325.0 million**, and further to **$265.0 million** in March 2025[219](index=219&type=chunk)[222](index=222&type=chunk)[224](index=224&type=chunk) - The company has a term loan from Coliseum (a related party) with an outstanding principal of **$42.9 million** as of Dec 31, 2024; the loan is secured by most of the company's real estate[230](index=230&type=chunk)[232](index=232&type=chunk)[234](index=234&type=chunk) [Critical Accounting Policies and Estimates](index=40&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve significant judgment in intangible and long-lived asset impairment, leading to **$21.4 million** and **$17.7 million** charges in 2024, and LIFO inventory valuation - The company evaluates indefinite-lived intangible assets (trade names) for impairment annually or when trigger events occur, using a relief from royalty method; no impairment was recorded in 2024 for these assets[248](index=248&type=chunk) - Long-lived and definite-lived intangible assets are tested for impairment when circumstances indicate their carrying amount may not be recoverable; in 2024, this resulted in a **$21.4 million** loss on assets held for sale and a **$17.7 million** impairment on definite-lived intangibles associated with those dealerships[250](index=250&type=chunk) - Inventories are valued at the lower of cost or net realizable value, using the Last-In, First-Out (LIFO) method; the LIFO reserve was **$28.4 million** at the end of 2024, up from **$24.6 million** in 2023[251](index=251&type=chunk)[252](index=252&type=chunk) [Financial Statements and Supplementary Data](index=42&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2023-2024, including the auditor's unqualified opinion with a going concern emphasis, detailing financial position, operations, and cash flows [Report of Independent Registered Public Accounting Firm](index=43&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued an unqualified opinion but highlighted **substantial doubt about the company's ability to continue as a going concern** due to losses and limited capital, identifying asset impairment testing as a critical audit matter - The auditor's report explicitly raises "**substantial doubt about the Company's ability to continue as a going concern**" due to recurring losses, current liabilities exceeding current assets, and lack of borrowing capacity[259](index=259&type=chunk) - Critical Audit Matters identified were the impairment testing of long-lived assets to be held and used, and the impairment testing of indefinite-lived intangible assets, both of which involve significant management judgment and estimates[263](index=263&type=chunk)[266](index=266&type=chunk)[268](index=268&type=chunk) [Consolidated Financial Statements](index=45&type=section&id=Consolidated%20Financial%20Statements) The 2024 consolidated financial statements show cash decreased to **$24.7 million**, a **$180.0 million** net loss, and negative **$119.6 million** financing cash flow, reflecting financial deterioration - | Balance Sheet (in thousands) | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash | $24,702 | $58,085 | | Total Assets | $675,830 | $937,739 | | Floor plan notes payable | $306,036 | $446,783 | | Total Liabilities | $602,481 | $724,549 | | Total Stockholders' Equity | $73,349 | $156,997 | - | Statement of Operations (in thousands) | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Total Revenue | $871,562 | $1,082,747 | | Gross Profit | $160,855 | $228,742 | | Net Loss | ($179,963) | ($110,266) | | Loss Per Share (Basic) | ($8.90) | ($8.41) | [Notes to Consolidated Financial Statements](index=50&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the going concern uncertainty, asset impairments (**$118.0 million** goodwill, **$17.7 million** intangibles), asset sales (**$21.4 million** loss), amended credit facilities, and significant equity transactions - Note 2 reiterates that conditions exist which raise **substantial doubt about the Company's ability to continue as a going concern**[286](index=286&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk) - Note 8 discloses a full **$118.0 million** goodwill impairment charge in 2023 and a **$17.7 million** impairment of definite-lived intangible assets in 2024 related to dealerships held for sale[345](index=345&type=chunk)[348](index=348&type=chunk) - Note 9 details the assets and liabilities of dealerships held for sale, which resulted in a recorded loss of **$21.4 million** in 2024[357](index=357&type=chunk)[358](index=358&type=chunk) - Note 14 details the amended M&T Credit Agreement, which eliminated the revolving credit facility and reduced the floor plan facility to **$265.0 million** subsequent to year-end; it also details the **$35 million** term loan from related party Coliseum, which was increased by **$15 million** in May 2024[372](index=372&type=chunk)[378](index=378&type=chunk)[388](index=388&type=chunk)[390](index=390&type=chunk) - Note 19 describes the November 2024 PIPE offering that raised **approximately $28.3 million** and the exchange of **all 600,000 shares** of Series A Preferred Stock for common stock[407](index=407&type=chunk)[413](index=413&type=chunk) - Note 22 discloses subsequent events, including the closing of five dealership sales to Camping World in early 2025, Camping World's decision not to purchase two other locations, the Nasdaq deficiency notice, and a new non-binding letter of intent to sell three more stores to General RV Center[436](index=436&type=chunk)[437](index=437&type=chunk)[447](index=447&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=77&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes or disagreements with its accountants on accounting and financial disclosure - None[448](index=448&type=chunk) [Controls and Procedures](index=77&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were **not effective** as of December 31, 2024, due to material weaknesses in IT general controls and accounting personnel turnover, with remediation efforts ongoing - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2024[450](index=450&type=chunk) - A material weakness exists due to ineffective design and implementation of IT general controls (ITGCs) in user access, program change management, and security administration[455](index=455&type=chunk)[457](index=457&type=chunk) - An additional material weakness was identified due to turnover in accounting positions, resulting in insufficient resources to perform financial reviews and maintain effective controls[455](index=455&type=chunk)[458](index=458&type=chunk) - Remediation efforts include hiring a new CFO and CTO, engaging third-party experts, and redesigning controls; however, the material weaknesses are not yet considered fully remediated[459](index=459&type=chunk)[461](index=461&type=chunk) [Other Information](index=79&type=section&id=Item%209B.%20Other%20Information) No officers or directors adopted or terminated Rule 10b5-1 trading arrangements in Q4 2024 - No officers or directors adopted or terminated Rule 10b5-1 trading arrangements in Q4 2024[462](index=462&type=chunk) [Part III](index=80&type=section&id=PART%20III) Part III incorporates information on directors, executive officers, corporate governance, compensation, security ownership, and related transactions by reference from the forthcoming 2025 proxy statement [Directors, Executive Officers and Corporate Governance](index=80&type=section&id=Item%2010.%20Directors%2C%20Executive%20Of%20icers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance, including the Code of Business Conduct, is incorporated by reference from the 2025 proxy statement - The company has adopted a Code of Business Conduct applicable to all directors, officers, and employees, which is available on its website[465](index=465&type=chunk) - All other information required by this item is incorporated by reference from the proxy statement for the 2025 annual meeting of stockholders[467](index=467&type=chunk) [Executive Compensation](index=80&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation information is incorporated by reference from the company's 2025 annual meeting proxy statement - Information is incorporated by reference from the proxy statement for the 2025 annual meeting of stockholders[468](index=468&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=80&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information for beneficial owners and management is incorporated by reference from the 2025 proxy statement - Information is incorporated by reference from the proxy statement for the 2025 annual meeting of stockholders[469](index=469&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=80&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2025 proxy statement - Information is incorporated by reference from the proxy statement for the 2025 annual meeting of stockholders[470](index=470&type=chunk) [Principal Accounting Fees and Services](index=80&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Principal accounting fees and services information is incorporated by reference from the 2025 proxy statement - Information is incorporated by reference from the proxy statement for the 2025 annual meeting of stockholders[471](index=471&type=chunk) [Part IV](index=81&type=section&id=PART%20IV) [Exhibits, Financial Statement Schedules](index=81&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists financial statements, schedules, and exhibits filed with the Form 10-K, including key agreements like asset purchase, credit, and loan agreements - This section references the financial statements from Item 8 and confirms all required schedules are included within the financial statements or notes[473](index=473&type=chunk)[474](index=474&type=chunk) - A comprehensive list of exhibits is provided, including major contracts, credit agreements, and governance documents filed with the report[475](index=475&type=chunk)[476](index=476&type=chunk)[477](index=477&type=chunk) [Form 10-K Summary](index=83&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a Form 10-K summary - None[479](index=479&type=chunk)

Financial Data and Key Metrics Changes - In the fourth quarter, net sales were $160 million, a decrease of $38 million, or 19%, compared to the same period in 2023 [27] - New unit sales declined by 7% or approximately 92 units, while average selling price for new units grew by 3% [25][26] - Pre-owned retail unit sales, including consigned vehicles, were down 23% or 268 units during the quarter [26] - SG&A expenses were $53 million for the quarter, up from $46 million in the prior year, primarily due to higher transaction and legal expenses [28] - Adjusted EBITDA loss was $24 million compared to a loss of $11 million in the prior year period [28] Business Line Data and Key Metrics Changes - On a same-store basis, there was a decline in both new and used unit volume, partially offset by improved gross profit per unit sold [16] - Total gross margin was 19% in the fourth quarter compared to 21% in the third quarter, but excluding inventory and LIFO adjustments, it was 23% [17] - Finance and Insurance (F&I) revenue was over $6,000 per unit, up 3% relative to the third quarter [17] - The company launched a consignment program, with 76% of units acquired from customers during the fourth quarter being consignment [21] Market Data and Key Metrics Changes - The company’s new inventory is comprised of 75% model year 2025 units and 25% prior model year units, with over 77% being towable products [19] - Motorized inventory decreased by 44% from the prior year's period due to aggressive inventory management [20] - Economic and demand headwinds, along with hurricane season, negatively impacted fourth quarter and full year results [22] Company Strategy and Development Direction - The company is focused on executing a turnaround plan to reshape its operations and strengthen its balance sheet [8] - A comprehensive recapitalization was completed, including a $30 million common equity investment and the sale of dealership assets [9][11] - The company is rightsizing its dealership portfolio to improve operational performance and reduce debt [10][12] - A letter of intent was signed to divest three locations, which will add cash to the balance sheet and reduce geographical redundancy [13] Management's Comments on Operating Environment and Future Outlook - Management believes they are near the bottom of the market down cycle and expects future retail demand for RVs to return to historical levels [22] - There are substantial opportunities for improvement across all functional areas of the dealerships, including inventory and service [23] - Management remains optimistic about the company's prospects and is committed to driving improved results for stakeholders [29] Other Important Information - The company completed the sale of one dealership asset for $8 million and agreed to sell seven additional dealerships for $65.5 million [11] - The company reduced floor plan debt by $11 million and term loan debt by $6 million during the quarter [29] Q&A Session Summary - No questions were fielded following the prepared remarks, and participants were encouraged to refer to the earnings release and SEC filings for further information [6]