Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Securities registered pursuant to Section 12(b) of the Act: (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, 2023 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, I ...

Table of Contents 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, 2023 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) ...

PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Lazydays Holdings, Inc. operates RV dealerships across the U.S., offering a full range of products and services including new and pre-owned RV sales, parts, service, financing, and insurance. The company's strategy focuses on operational excellence, growth through acquisitions and greenfield locations, and leveraging its scale. As of December 31, 2022, it operated 18 locations across 11 states - Lazydays Holdings, Inc. operates Recreational Vehicle ("RV") dealerships across the U.S. and offers a comprehensive portfolio of products and services for RV owners and outdoor enthusiasts, including new and pre-owned RV sales, RV-parts and service, financing and insurance products, third-party protection plans, after-market parts and accessories, and RV camping facilities[18](index=18&type=chunk) - As of December 31, 2022, the company operated **18 locations**, representing more than 30 original equipment manufacturers ("OEM's") across **11 states**[19](index=19&type=chunk) - The company's long-term strategy includes driving **operational excellence** across existing stores, **growth through acquisitions and greenfields** (with four future greenfield sites planned), and leveraging **scale and cost structure** to create operational efficiencies[21](index=21&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - The RV industry saw total wholesale shipments end 2022 at **493,268 units**, a **17.8% decrease** compared to 600,240 units in 2021. Towable RVs were down **20.1%**, while motorhome shipments were up **3.9%**[29](index=29&type=chunk) [Company History](index=5&type=section&id=Company%20History) A brief overview of the company's historical development and key milestones [Overview](index=5&type=section&id=Overview) A general description of the company's operations and market position [Business Strategy](index=5&type=section&id=Business%20Strategy) The company's strategic approach to achieving its business objectives, including growth and operational efficiency [Community Involvement](index=6&type=section&id=Community%20Involvement) Details on the company's engagement and contributions to the communities it serves [Customers and Markets](index=7&type=section&id=Customers%20and%20Markets) An analysis of the company's target customer base and the markets in which it operates [Competition](index=7&type=section&id=Competition) An overview of the competitive landscape and the company's position within it [Marketing and Advertising](index=7&type=section&id=Marketing%20and%20Advertising) The strategies and activities employed by the company to promote its products and services [Trademarks and Other Intellectual Property](index=8&type=section&id=Trademarks%20and%20Other%20Intellectual%20Property) Information regarding the company's proprietary assets and their protection [Government Regulation](index=8&type=section&id=Government%20Regulation) An overview of the regulatory environment impacting the company's operations [Environmental, Health and Safety Laws and Regulations](index=9&type=section&id=Environmental,%20Health%20and%20Safety%20Laws%20and%20Regulations) Details on compliance with environmental, health, and safety regulations [Insurance](index=9&type=section&id=Insurance) Information regarding the company's insurance coverage and risk management [Employees](index=9&type=section&id=Employees) An overview of the company's workforce and employment practices [Seasonality and Effects of Weather](index=9&type=section&id=Seasonality%20and%20Effects%20of%20Weather) An analysis of how seasonal patterns and weather conditions impact business operations [Principal Executive Offices](index=9&type=section&id=Principal%20Executive%20Offices) The location of the company's main executive offices [Available Information](index=10&type=section&id=Available%20Information) Details on where public information about the company can be accessed [Item 1A. Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks including financial reporting control weaknesses, manufacturer dependence, industry cyclicality, debt, and potential stock dilution - A **material weakness** in internal controls related to ineffective information technology general controls (ITGCs) was identified as of December 31, 2022, which could affect the accuracy of financial reporting[53](index=53&type=chunk) - The company's financial results may fluctuate due to recurring fair value measurement of warrants, which are accounted for as liabilities and are primarily driven by changes in **stock price**[52](index=52&type=chunk) - The company is highly dependent on **three manufacturers** (Thor Industries, Inc., Winnebago Industries, Inc., and Forest River, Inc.), which supplied approximately **96.6% of new RV inventory purchases** in 2022, making it vulnerable to their well-being and supply chain disruptions[58](index=58&type=chunk)[153](index=153&type=chunk) - The RV industry is **cyclical and seasonal**, influenced by economic factors, consumer confidence, and weather, leading to fluctuations in sales and revenues, with higher volumes typically in the **first half of the year**[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - The conversion of Series A Preferred Stock, exercise of warrants, options, and restricted stock units could lead to **substantial dilution** for existing common stockholders[113](index=113&type=chunk)[114](index=114&type=chunk) [Risks Related to Lazydays Business](index=10&type=section&id=Risks%20Related%20to%20Lazydays%20Business) Specific risks inherent to the company's operational model and industry [Risks Associated with Our Debt Obligations](index=16&type=section&id=Risks%20Associated%20with%20Our%20Debt%20Obligations) Potential financial risks arising from the company's debt structure and covenants [Risks Related to Our Capital Stock](index=19&type=section&id=Risks%20Related%20to%20Our%20Capital%20Stock) Risks concerning the company's equity securities, including dilution and shareholder influence [General Risk Factors](index=21&type=section&id=General%20Risk%20Factors) Broad risks that could impact the company's overall business and financial performance [Item 1B. Unresolved Staff Comments](index=23&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[133](index=133&type=chunk) [Item 2. Properties](index=23&type=section&id=Item%202.%20Properties) The company primarily leases its retail properties, owning only five of its locations. The largest leased dealership is in Tampa, Florida, a 384,000 square foot facility on 126 acres with a lease term expiring in 2035 - The company owns property at **five of its locations** but typically leases all other real estate properties where it operates[134](index=134&type=chunk) - The largest leased dealership property is located in Tampa, Florida, spanning **384,000 square feet** on **126 acres**, with a lease term expiring in **2035**[135](index=135&type=chunk) [Item 3. Legal Proceedings](index=23&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in multiple legal proceedings arising 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 that arise in the ordinary course of business[136](index=136&type=chunk) - Management does not believe that 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[136](index=136&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[138](index=138&type=chunk) PART II [Item 5. 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's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is listed on the Nasdaq Capital Market under 'LAZY', and its warrants are traded on the OTC Pink marketplace under 'LAZYW'. As of February 24, 2023, there were 40 holders of common stock. The company has not paid cash dividends on common stock and does not plan to in the foreseeable future. A stock repurchase program was extended and expanded, authorizing up to $50.0 million in additional repurchases through December 31, 2024 - Common stock is listed on the Nasdaq Capital Market under **'LAZY'**, and warrants are quoted on the OTC Pink marketplace under **'LAZYW'**[140](index=140&type=chunk) - As of February 24, 2023, there were **40 holders** of record of common stock, **4 holders** of Series A Preferred Stock, and **12 holders** of warrants[140](index=140&type=chunk) - The company has not paid and does not plan to pay cash dividends on its common stock in the **foreseeable future**[141](index=141&type=chunk) Equity Repurchase Program Activity (2022) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) | | :--------------------------------- | :------------------------------- | :--------------------------- | :-------------------------------------------------------------------------------------------------------- | | October 1, 2022 - October 31, 2022 | 90,200 | $12.31 | $13,655 | | November 1, 2022 - November 30, 2022 | - | $- | $13,655 | | December 1, 2022 - December 31, 2022 | 14,700 | $11.91 | $63,479 | - On December 15, 2022, the Board of Directors approved an extension of the existing stock repurchase program (remaining balance of **$13.7 million**) and authorized an additional **$50.0 million** in repurchases, both through **December 31, 2024**[144](index=144&type=chunk) [Recent Sales of Unregistered Securities](index=25&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities) Information regarding the company's recent issuances of securities not registered under the Securities Act [Purchases of Equity Securities by the Issuer](index=25&type=section&id=Purchases%20of%20Equity%20Securities%20by%20the%20Issuer) Details on the company's programs and activities for repurchasing its own equity securities [Item 6. [Reserved]](index=25&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net income decreased to $66.4 million in 2022, with revenue up 7.4% to $1.327 billion, driven by acquisitions and higher SG&A, while liquidity improved with expanded credit facilities Key Financial Highlights (2022 vs. 2021) | Metric | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :------------------ | :------------------ | :-------------------- | :------- | | Net Income | $66,393 | $82,021 | ($15,628) | (19.1)% | | Total Revenue | $1,326,961 | $1,235,048 | $91,913 | 7.4% | | Total Gross Profit | $328,691 | $323,490 | $5,201 | 1.6% | | Selling, General and Administrative Expenses | $222,218 | $184,985 | $37,233 | 20.1% | | Adjusted EBITDA | $113,921 | $144,909 | ($30,988) | (21.4)% | Same Store Operating Data (2022 vs. 2021) | Metric | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :------------------ | :------------------ | :-------------------- | :------- | | Total Revenue | $1,181,750 | $1,235,048 | ($53,298) | (4.3)% | | New Vehicle Retail Units Sold | 7,361 | 8,930 | (1,569) | (17.6)% | | Used Vehicle Retail Units Sold | 4,847 | 5,283 | (436) | (8.3)% | | Average Selling Price per New Vehicle Retail Unit | $92,661 | $81,200 | $11,461 | 14.1% | | Average Selling Price per Used Vehicle Retail Unit | $74,308 | $70,522 | $3,786 | 5.4% | | F&I per Retail Unit | $5,349 | $4,937 | $411 | 8.3% | - Net cash used in operating activities was (**$72.0 million**) in 2022, a significant decrease from $2.8 million provided in 2021, primarily due to a **$127.6 million increase in inventory**[182](index=182&type=chunk)[184](index=184&type=chunk) - A new credit agreement was entered into on February 21, 2023, increasing floorplan capacity to **$525.0 million** and revolving credit facility capacity to **$50.0 million**, and extending the term to **February 21, 2027**[180](index=180&type=chunk)[384](index=384&type=chunk) [Business Overview](index=26&type=section&id=Business%20Overview) A summary of the company's business model and operational context for financial analysis [Results of Operations](index=26&type=section&id=Results%20of%20Operations) An analysis of the company's financial performance over the reporting period [Same Store Operating Data](index=27&type=section&id=Same%20Store%20Operating%20Data) Performance metrics for stores that have been operational for comparable periods, excluding new acquisitions [New Vehicles](index=28&type=section&id=New%20Vehicles) Analysis of sales, revenue, and profitability related to new vehicle transactions [Pre-owned vehicles](index=28&type=section&id=Pre-owned%20vehicles) Analysis of sales, revenue, and profitability related to pre-owned vehicle transactions [Finance and Insurance](index=28&type=section&id=Finance%20and%20Insurance) Performance and revenue generated from financing and insurance product sales [Service, Body and Parts](index=28&type=section&id=Service,%20Body%20and%20Parts) Revenue and profitability from vehicle service, body repair, and parts sales [Other Revenue](index=29&type=section&id=Other%20Revenue) Additional revenue streams not categorized under primary business segments [Selling, General and Administrative Expenses](index=29&type=section&id=Selling,%20General%20and%20Administrative%20Expenses) Detailed breakdown and analysis of the company's operational overhead costs [Interest Expense](index=29&type=section&id=Interest%20Expense) The cost of borrowing incurred by the company on its outstanding debt [Change in Fair Value of Warrant Liabilities](index=29&type=section&id=Change%20in%20Fair%20Value%20of%20Warrant%20Liabilities) Impact of fair value adjustments on warrant liabilities on the company's financial results [Income Taxes](index=29&type=section&id=Income%20Taxes) Analysis of the company's tax expenses and effective tax rates [Non-GAAP Reconciliations](index=30&type=section&id=Non-GAAP%20Reconciliations) Reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) Assessment of the company's ability to meet short-term obligations and fund operations and growth [Cash Flow Summary](index=32&type=section&id=Cash%20Flow%20Summary) A concise overview of cash inflows and outflows from operating, investing, and financing activities [Net Cash from Investing Activities](index=33&type=section&id=Net%20Cash%20from%20Investing%20Activities) Cash flows related to the acquisition and disposal of long-term assets and investments [Net Cash from Financing Activities](index=33&type=section&id=Net%20Cash%20from%20Financing%20Activities) Cash flows related to debt, equity, and dividend transactions [M&T Credit Facility](index=33&type=section&id=M%26T%20Credit%20Facility) Details of the company's credit arrangements with M&T Bank [Inflation](index=34&type=section&id=Inflation) Discussion of the impact of inflationary pressures on the company's financial performance [Cyclicality](index=34&type=section&id=Cyclicality) Analysis of how economic cycles affect the company's business and financial results [Seasonality and Effects of Weather](index=35&type=section&id=Seasonality%20and%20Effects%20of%20Weather) Impact of seasonal variations and weather conditions on the company's sales and operations [Critical Accounting Policies and Estimates](index=35&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Key accounting policies and significant management judgments that affect financial reporting [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company has elected scaled disclosure requirements available to smaller reporting companies - Information requested by this Item is not applicable as the company has elected scaled disclosure requirements available to smaller reporting companies[211](index=211&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=37&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited consolidated financial statements for 2022 and 2021 are presented, with an unqualified auditor opinion despite a noted material weakness in IT internal controls - The independent auditor issued an **unqualified opinion** on the consolidated financial statements for the years ended December 31, 2022 and 2021[218](index=218&type=chunk) - A **material weakness** in internal control over financial reporting related to ineffective information technology general controls (ITGCs) was identified as of December 31, 2022[219](index=219&type=chunk)[233](index=233&type=chunk)[236](index=236&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Metric | December 31, 2022 | December 31, 2021 | | :-------------------------------- | :------------------ | :------------------ | | Total Assets | $830,718 | $698,128 | | Cash | $61,687 | $98,120 | | Inventories | $378,881 | $242,906 | | Total Liabilities | $538,723 | $437,019 | | Total Stockholders' Equity | $237,012 | $206,126 | Consolidated Statements of Operations Highlights (in thousands, except per share) | Metric | Year ended Dec 31, 2022 | Year ended Dec 31, 2021 | | :-------------------------------- | :---------------------- | :---------------------- | | Total Revenues | $1,326,961 | $1,235,048 | | Income from Operations | $89,715 | $124,094 | | Net Income | $66,393 | $82,021 | | Diluted EPS | $2.42 | $3.93 | Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Year ended Dec 31, 2022 | Year ended Dec 31, 2021 | | :-------------------------------- | :---------------------- | :---------------------- | | Net Cash (Used In) Provided By Operating Activities | ($71,960) | $2,771 | | Net Cash Used In Investing Activities | ($54,542) | ($84,126) | | Net Cash Provided By Financing Activities | $90,069 | $115,963 | | Net (Decrease) Increase In Cash | ($36,433) | $34,608 | [Report of Independent Registered Public Accounting Firm](index=38&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's opinion on the fairness of the financial statements [Opinion on the Internal Control Over Financial Reporting](index=40&type=section&id=Opinion%20on%20the%20Internal%20Control%20Over%20Financial%20Reporting) The auditor's assessment of the effectiveness of the company's internal control over financial reporting [Consolidated Balance Sheets](index=42&type=section&id=Consolidated%20Balance%20Sheets) A snapshot of the company's assets, liabilities, and equity at specific points in time [Consolidated Statements of Operations](index=44&type=section&id=Consolidated%20Statements%20of%20Operations) A summary of the company's revenues, expenses, and net income over a period [Consolidated Statements of Stockholders' Equity](index=45&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) Changes in the equity section of the balance sheet over a period [Consolidated Statements of Cash Flows](index=46&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) A summary of cash inflows and outflows from operating, investing, and financing activities [Notes to Consolidated Financial Statements](index=48&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed explanations and additional information supporting the financial statements [NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS](index=48&type=section&id=NOTE%201%20%E2%80%93%20BUSINESS%20ORGANIZATION%20AND%20NATURE%20OF%20OPERATIONS) Description of the company's structure and primary business activities [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=48&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Explanation of the key accounting principles and methods used in financial reporting [NOTE 3 – BUSINESS COMBINATIONS](index=55&type=section&id=NOTE%203%20%E2%80%93%20BUSINESS%20COMBINATIONS) Details on acquisitions and their financial impact [NOTE 4 – RECEIVABLES, NET](index=58&type=section&id=NOTE%204%20%E2%80%93%20RECEIVABLES,%20NET) Information on the company's outstanding receivables, net of allowances [NOTE 5 – INVENTORIES](index=59&type=section&id=NOTE%205%20%E2%80%93%20INVENTORIES) Details on the valuation and composition of the company's inventory [NOTE 6 – PROPERTY AND EQUIPMENT, NET](index=59&type=section&id=NOTE%206%20%E2%80%93%20PROPERTY%20AND%20EQUIPMENT,%20NET) Information on the company's tangible long-term assets [NOTE 7 – GOODWILL AND INTANGIBLE ASSETS](index=59&type=section&id=NOTE%207%20%E2%80%93%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Details on the company's intangible assets, including goodwill [NOTE 8 – FINANCING LIABILITY](index=60&type=section&id=NOTE%208%20%E2%80%93%20FINANCING%20LIABILITY) Information regarding the company's financing obligations [NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=61&type=section&id=NOTE%209%20%E2%80%93%20ACCOUNTS%20PAYABLE,%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) Details on the company's short-term financial obligations [NOTE 10 – LEASES](index=61&type=section&id=NOTE%2010%20%E2%80%93%20LEASES) Information on the company's leasing arrangements and related accounting [NOTE 11 – DEBT](index=62&type=section&id=NOTE%2011%20%E2%80%93%20DEBT) Details on the company's various debt instruments and obligations [NOTE 12 – INCOME TAXES](index=65&type=section&id=NOTE%2012%20%E2%80%93%20INCOME%20TAXES) Information on the company's income tax provisions and related balances [NOTE 13 – EMPLOYEE BENEFIT PLANS](index=66&type=section&id=NOTE%2013%20%E2%80%93%20EMPLOYEE%20BENEFIT%20PLANS) Details on the company's employee retirement and other benefit plans [NOTE 14 - COMMITMENTS AND CONTINGENCIES](index=66&type=section&id=NOTE%2014%20-%20COMMITMENTS%20AND%20CONTINGENCIES) Information on the company's contractual obligations and potential liabilities [NOTE 15 – PREFERRED STOCK](index=67&type=section&id=NOTE%2015%20%E2%80%93%20PREFERRED%20STOCK) Details on the company's preferred stock issuances and characteristics [NOTE 16 – STOCKHOLDERS' EQUITY](index=68&type=section&id=NOTE%2016%20%E2%80%93%20STOCKHOLDERS'%20EQUITY) Detailed breakdown of the components of the company's equity [NOTE 17 – FAIR VALUE MEASURES](index=71&type=section&id=NOTE%2017%20%E2%80%93%20FAIR%20VALUE%20MEASURES) Information on assets and liabilities measured at fair value [NOTE 18 – SUBSEQUENT EVENTS](index=72&type=section&id=NOTE%2018%20%E2%80%93%20SUBSEQUENT%20EVENTS) Significant events occurring after the balance sheet date [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=73&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with its accountants on accounting and financial disclosure matters - There are no changes in and disagreements with accountants on accounting and financial disclosure[385](index=385&type=chunk) [Item 9A. Controls and Procedures](index=73&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of December 31, 2022, due to a material weakness in IT general controls, with remediation expected by fiscal 2023 end - As of December 31, 2022, the disclosure controls and procedures were **not effective** due to a **material weakness** in internal control over financial reporting[386](index=386&type=chunk) - The **material weakness** is related to ineffective information technology general controls (ITGCs) in logical access, change management, and security administration over IT systems supporting financial reporting processes[389](index=389&type=chunk) - The material weakness did not result in any identified misstatements to the financial statements, and there were **no changes** to previously released financial results[390](index=390&type=chunk) - Remediation actions include improving processes and documentation for access provisioning and reviews, and modifying controls for application change approvals, with expected completion by the **end of fiscal 2023**[392](index=392&type=chunk)[393](index=393&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=73&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Assessment of the effectiveness of the company's controls for financial disclosure [Management's Annual Report on Internal Control Over Financial Reporting](index=73&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) Management's assessment of the effectiveness of the company's internal control over financial reporting [Changes in Internal Control Over Financial Reporting](index=74&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Reporting on any material changes in the company's internal control over financial reporting [Item 9B. Other Information](index=74&type=section&id=Item%209B.%20Other%20Information) The company reported no other information required by this item - No other information is reported under this item[397](index=397&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=74&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - This item is not applicable[397](index=397&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=75&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance, including the Code of Business Conduct, is incorporated by reference from the company's definitive proxy statement for its 2023 annual meeting of stockholders - Information on directors, executive officers, and corporate governance is incorporated by reference from the definitive proxy statement for the **2023 annual meeting of stockholders**[401](index=401&type=chunk) - The company has adopted a **Code of Business Conduct** applicable to all directors, officers, and employees, available on its corporate website[400](index=400&type=chunk) [Item 11. Executive Compensation](index=75&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive compensation is incorporated by reference from the company's definitive proxy statement for its 2023 annual meeting of stockholders - Information on executive compensation is incorporated by reference from the definitive proxy statement for the **2023 annual meeting of stockholders**[402](index=402&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=75&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Details regarding security ownership of certain beneficial owners and management, as well as related stockholder matters, are incorporated by reference from the company's definitive proxy statement for its 2023 annual meeting of stockholders - Information on security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from the definitive proxy statement for the **2023 annual meeting of stockholders**[403](index=403&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=75&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information on certain relationships and related transactions, and director independence, is incorporated by reference from the company's definitive proxy statement for its 2023 annual meeting of stockholders - Information on certain relationships and related transactions, and director independence, is incorporated by reference from the definitive proxy statement for the **2023 annual meeting of stockholders**[404](index=404&type=chunk) [Item 14. Principal Accounting Fees and Services](index=75&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the company's definitive proxy statement for its 2023 annual meeting of stockholders - Information on principal accounting fees and services is incorporated by reference from the definitive proxy statement for the **2023 annual meeting of stockholders**[405](index=405&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=76&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section lists all exhibits and financial statement schedules filed as part of the Form 10-K report, including agreements, certificates, and various certifications. Financial statements are incorporated by reference from Part II, Item 8 - Financial statements are incorporated by reference from **Part II, Item 8** of this Report[408](index=408&type=chunk) - The report includes a comprehensive list of exhibits, such as merger agreements, certificates of incorporation, bylaws, warrant agreements, employment agreements, credit agreements, and various certifications[408](index=408&type=chunk)[409](index=409&type=chunk)[410](index=410&type=chunk) [Item 16. Form 10-K Summary](index=79&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K summary is provided - No Form 10-K Summary is provided[412](index=412&type=chunk) [Signatures](index=80&type=section&id=Signatures) This section contains the required signatures of the registrant's Chief Executive Officer, Chief Financial Officer, and Directors, certifying the filing of the Form 10-K report - The report is signed by the Chief Executive Officer, Chief Financial Officer, and Directors, certifying compliance with the Securities Exchange Act of 1934[414](index=414&type=chunk)[415](index=415&type=chunk)[416](index=416&type=chunk)

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 September 30, 2022 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 | 8 ...

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, 2022 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) Indicate by check m ...

PART I – FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2022 [Item 1 – Financial Statements](index=7&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) Presents Lazydays Holdings, Inc.'s unaudited condensed consolidated financial statements and notes for Q1 2022 [Condensed Consolidated Balance Sheets](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Presents the company's financial position, including assets, liabilities, and equity, at quarter-end Condensed Consolidated Balance Sheet Highlights (Amounts in thousands) | Metric | March 31, 2022 | December 31, 2021 | | :-------------------------- | :------------- | :---------------- | | Total Assets | $752,826 | $698,128 | | Total Liabilities | $481,402 | $437,019 | | Total Stockholders' Equity | $216,441 | $206,126 | | Inventories | $283,997 | $242,906 | | Floor plan notes payable | $230,347 | $192,220 | [Condensed Consolidated Statements of Income](index=9&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20INCOME) Details the company's revenues, costs, and net income for the reporting period Condensed Consolidated Statements of Income Highlights (Amounts in thousands) | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Total Revenues | $376,161 | $270,993 | | Cost applicable to revenues | $276,973 | $206,875 | | Income from operations | $38,629 | $22,423 | | Net income | $28,284 | $8,844 | | Basic EPS | $1.44 | $0.45 | | Diluted EPS | $1.17 | $0.35 | - Total revenues increased by approximately **$105.2 million**, or **38.8%**, for the three months ended March 31, 2022, compared to the same period in 2021[181](index=181&type=chunk) - Net income **more than tripled**, increasing by **$19.4 million**, for the three months ended March 31, 2022, compared to the prior year period[18](index=18&type=chunk)[203](index=203&type=chunk) [Condensed Consolidated Statement of Stockholders' Equity](index=10&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20STOCKHOLDERS%27%20EQUITY) Outlines changes in stockholders' equity, including net income and stock repurchases Stockholders' Equity Changes (Amounts in thousands) | Metric | Balance at December 31, 2021 | Balance at March 31, 2022 | | :-------------------------- | :--------------------------- | :------------------------ | | Total Stockholders' Equity | $206,126 | $216,441 | | Net income | - | $28,284 | | Repurchase of treasury stock | - | $(19,175) | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Summarizes cash inflows and outflows from operating, investing, and financing activities Cash Flow Summary (Amounts in thousands) | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | | Net Cash (Used In) Provided By Operating Activities | $(17,433) | $24,823 | | Net Cash Used In Investing Activities | $(7,896) | $(6,167) | | Net Cash Provided By (Used In) Financing Activities | $16,767 | $(2,699) | | Net (Decrease) Increase In Cash | $(8,562) | $15,957 | | Cash - Ending | $89,558 | $79,469 | - Cash used in operating activities for Q1 2022 was primarily due to increases in receivables (**$20.8 million**) and inventories (**$41.4 million**)[203](index=203&type=chunk) - Cash provided by financing activities in Q1 2022 was mainly from net borrowings on the M&T Floor Plan Line of Credit (**$38.1 million**) and proceeds from stock option exercises (**$1.4 million**), partially offset by treasury stock repurchases (**$19.2 million**)[205](index=205&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Provides detailed explanations and disclosures supporting the financial statements [NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS](index=14&type=section&id=NOTE%201%20%E2%80%93%20BUSINESS%20ORGANIZATION%20AND%20NATURE%20OF%20OPERATIONS) Describes the company's business, operations, and geographic presence - Lazydays Holdings, Inc. operates recreational vehicle (RV) dealerships in **sixteen** locations across nine states (Florida, Colorado, Arizona, Tennessee, Minnesota, Indiana, Oregon, Washington, Wisconsin) and a dedicated service center in Texas[29](index=29&type=chunk) - The company sells and services new and pre-owned RVs, related parts and accessories, and arranges financing and extended service contracts through third-party providers[29](index=29&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Details the accounting principles and methods used in preparing financial statements Revenue Disaggregation (Amounts in thousands) | Revenue Type | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :----------------------------- | :-------------------------------- | :-------------------------------- | | New vehicle revenue | $217,436 | $167,411 | | Pre-owned vehicle revenue | $123,024 | $77,470 | | Parts, accessories, and related services | $12,666 | $10,261 | | Finance and insurance revenue | $21,635 | $14,608 | | Campground and other revenue | $1,400 | $1,243 | | **Total** | **$376,161** | **$270,993** | Net Finance Revenue (Amounts in thousands) | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :----------------------------- | :-------------------------------- | :-------------------------------- | | Gross finance and insurance revenues | $23,748 | $16,054 | | Additions to charge-back allowance | $(2,113) | $(1,446) | | **Net Finance Revenue** | **$21,635** | **$14,608** | - Vehicle and parts inventories are recorded at the lower of cost or net realizable value using the LIFO method[38](index=38&type=chunk) Earnings Per Share (EPS) (Amounts in thousands, except per share data) | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Basic income per common share | $1.44 | $0.45 | | Diluted income per common share | $1.17 | $0.35 | - Advertising and promotion costs totaled approximately **$7,677 thousand** for the three months ended March 31, 2022, up from **$4,412 thousand** in the prior year[48](index=48&type=chunk) - The company's operations are seasonal, with modestly higher vehicle sales volumes in the first half of each year, particularly in Florida and Arizona during winter months and northern locations during spring[51](index=51&type=chunk) - Three major manufacturers accounted for **49.8%**, **29.1%**, and **17.2%** of RV purchases during the three months ended March 31, 2022[52](index=52&type=chunk) Geographic Revenue Concentrations | Location | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--------- | :-------------------------------- | :-------------------------------- | | Florida | **52%** | **61%** | | Tennessee | **13%** | **12%** | | Arizona | **<10%** | **12%** | | Colorado | **<10%** | **11%** | - The COVID-19 pandemic initially caused significant sales declines in March 2020, leading to workforce reductions and temporary salary cuts[56](index=56&type=chunk)[61](index=61&type=chunk)[58](index=58&type=chunk) - Sales improved from May 2020 due to increased consumer demand for outdoor activities[56](index=56&type=chunk)[61](index=61&type=chunk)[58](index=58&type=chunk) - As of March 31, 2022, **$6,626 thousand** of PPP Loans had been forgiven[57](index=57&type=chunk) [NOTE 3 – BUSINESS COMBINATION](index=22&type=section&id=NOTE%203%20%E2%80%93%20BUSINESS%20COMBINATION) Reports on recent acquisitions and their financial impact on the company - The company completed the acquisitions of Chilhowee Trailer Sales, Inc. (March 2021), BYRV, Inc. (August 2021), and Burlington RV Superstore, Inc. (August 2021)[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) - Total assets acquired from BYRV and 'Other' (Chilhowee and Burlington) amounted to **$46,772 thousand**, generating **$34,970 thousand** in goodwill[71](index=71&type=chunk)[72](index=72&type=chunk) - These acquisitions contributed approximately **$51,855 thousand** in revenue and **$5,851 thousand** in income before income taxes for the three months ended March 31, 2022[74](index=74&type=chunk) Pro Forma Financial Information (Amounts in thousands) | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :---------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $376,161 | $323,530 | | Income before income taxes | $37,257 | $20,636 | | Net income | $28,284 | $13,833 | [NOTE 4 – INVENTORIES](index=24&type=section&id=NOTE%204%20%E2%80%93%20INVENTORIES) Provides a breakdown of inventory components and valuation methods Inventories (Amounts in thousands) | Inventory Type | March 31, 2022 | December 31, 2021 | | :----------------------------- | :------------- | :---------------- | | New recreational vehicles | $217,263 | $177,744 | | Pre-owned recreational vehicles | $69,206 | $66,013 | | Parts, accessories and other | $8,425 | $7,586 | | Less: excess of current cost over LIFO | $(10,897) | $(8,437) | | **Total** | **$283,997** | **$242,906** | [NOTE 5 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=25&type=section&id=NOTE%205%20%E2%80%93%20ACCOUNTS%20PAYABLE%2C%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) Details current liabilities, including accounts payable and accrued expenses Accounts Payable, Accrued Expenses and Other Current Liabilities (Amounts in thousands) | Category | March 31, 2022 | December 31, 2021 | | :------------------------------------------ | :------------- | :---------------- | | Accounts payable | $31,639 | $28,356 | | Other accrued expenses | $4,900 | $5,064 | | Customer deposits | $12,404 | $8,511 | | Accrued compensation | $5,130 | $8,564 | | Accrued charge-backs | $8,706 | $8,243 | | Accrued interest | $358 | $261 | | **Total** | **$63,137** | **$58,999** | [NOTE 6 – LEASES](index=25&type=section&id=NOTE%206%20%E2%80%93%20LEASES) Outlines the company's lease arrangements, liabilities, and related costs - As of March 31, 2022, the weighted-average remaining lease term for operating leases was **7.4 years**, with a weighted-average discount rate of **5.0%**[82](index=82&type=chunk) - Operating lease costs for the three months ended March 31, 2022, were **$1,586 thousand**[83](index=83&type=chunk) Maturities of Lease Liabilities as of March 31, 2022 (Amounts in thousands) | Maturity Date | Operating Leases | | :-------------- | :--------------- | | 2022 | $4,797 | | 2023 | $6,257 | | 2024 | $5,238 | | 2025 | $4,310 | | 2026 | $3,108 | | Thereafter | $13,296 | | **Total lease payments** | **$37,006** | | Less: Imputed interest | $6,252 | | **Present value of lease liabilities** | **$30,754** | - The company has finance leases resulting from failed sale-leaseback agreements for properties in Murfreesboro, TN, and with CARS-DB13, LLC[85](index=85&type=chunk)[86](index=86&type=chunk) [NOTE 7 – DEBT](index=26&type=section&id=NOTE%207%20%E2%80%93%20DEBT) Details the company's debt instruments, credit facilities, and repayment schedules - The company's M&T Facility was amended and restated on July 14, 2021, to an approximately **$369.1 million** aggregate credit facility, maturing on July 14, 2024[91](index=91&type=chunk) M&T Floor Plan Line of Credit (Amounts in thousands) | Metric | March 31, 2022 | December 31, 2021 | | :-------------------------- | :------------- | :---------------- | | Floor plan notes payable, gross | $230,911 | $192,868 | | Debt discount | $(564) | $(648) | | **Floor plan notes payable, net** | **$230,347** | **$192,220** | - As of March 31, 2022, the M&T Term Loan had **$9,367 thousand** outstanding, and the M&T Mortgage balance was **$5,625 thousand**[97](index=97&type=chunk)[93](index=93&type=chunk) - The company received **$8,704 thousand** in PPP Loans, with **$6,626 thousand** forgiven as of March 31, 2022[99](index=99&type=chunk) Future Maturities of Long Term Debt (Amounts in thousands) | Years ending December 31, | Amount | | :------------------------ | :----- | | 2022 | $3,421 | | 2023 | $3,575 | | 2024 | $9,762 | | 2025 | $400 | | 2026 | $- | | **Total** | **$17,158** | [NOTE 8 – INCOME TAXES](index=29&type=section&id=NOTE%208%20%E2%80%93%20INCOME%20TAXES) Explains income tax expense, effective tax rates, and deferred tax assets/liabilities - Income tax expense for the three months ended March 31, 2022, was **$8,973 thousand** (**24.1%** effective tax rate), compared to **$5,477 thousand** (**38.2%** effective tax rate) in the prior year[101](index=101&type=chunk) - The effective tax rate differs from the federal statutory rate primarily due to state/local income taxes, non-deductible stock-based compensation, and changes in the fair value of warrant liabilities[102](index=102&type=chunk) [NOTE 9 – COMMITMENTS AND CONTINGENCIES](index=29&type=section&id=NOTE%209%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) Discloses significant commitments, legal proceedings, and executive compensation - Robert T DeVincenzi was appointed interim CEO effective January 1, 2022, with a monthly base salary of **$37.5 thousand**, a one-time transition payment of **$25 thousand**, and stock awards[106](index=106&type=chunk) - The CFO's offer letter provides for an initial base salary of **$325 thousand** per year and a target bonus of **75%** of base salary[107](index=107&type=chunk) - Non-employee directors receive annual cash compensation of **$50 thousand**, plus additional fees for committee service[108](index=108&type=chunk) - The company is a party to multiple legal proceedings but does not believe their ultimate resolution will have a material adverse effect on its business or financial condition[109](index=109&type=chunk) [NOTE 10 – PREFERRED STOCK](index=30&type=section&id=NOTE%2010%20%E2%80%93%20PREFERRED%20STOCK) Details the terms, rights, and dividends of the company's preferred stock - The company issued **600,000** shares of Series A Preferred Stock for gross proceeds of **$60,000 thousand** as part of a private placement[110](index=110&type=chunk) - Series A Preferred Stock ranks senior, has voting rights on an as-converted basis, and is convertible at an initial price of **$10.0625** per share[112](index=112&type=chunk) - Dividends accrue at an initial rate of **8%** per annum, compounded quarterly, on each $100 Issue Price[113](index=113&type=chunk) - Five-year warrants to purchase **596,273** shares of common stock at an exercise price of **$11.50** per share were issued in conjunction with the Series A Preferred Stock[117](index=117&type=chunk) - A dividend payment of **$1,184 thousand** on Series A Preferred Stock was declared for the three months ended March 31, 2022[121](index=121&type=chunk) [NOTE 11 – STOCKHOLDERS' EQUITY](index=32&type=section&id=NOTE%2011%20%E2%80%93%20STOCKHOLDERS%27%20EQUITY) Reports on common stock, preferred stock, stock options, and repurchase programs - The company is authorized to issue **100,000,000** shares of common stock and **5,000,000** shares of preferred stock[122](index=122&type=chunk) - The Board authorized a stock repurchase program of up to **$25 million** through December 31, 2022 (September 2021), and an additional **$45 million** in February 2022 (**$20 million** through July 31, 2022, and **$25 million** through December 31, 2022)[124](index=124&type=chunk) - During Q1 2022, the company repurchased **1,086,797** shares of common stock for **$19,175 thousand**[125](index=125&type=chunk) Warrants Outstanding Activity | Metric | Shares Underlying Warrants | Weighted Average Exercise Price | | :----------------------------- | :------------------------- | :------------------------------ | | Warrants outstanding January 1, 2022 | 3,419,105 | $11.50 | | Exercised | (57,143) | $11.50 | | **Warrants outstanding March 31, 2022** | **3,361,962** | **$11.50** | Stock Option Activity | Metric | Shares Underlying Options | Weighted Average Exercise Price | | :----------------------------- | :------------------------ | :------------------------------ | | Options outstanding at January 1, 2022 | 1,286,672 | $11.87 | | Granted | 25,032 | $30.00 | | Exercised | (124,489) | $10.85 | | **Options outstanding at March 31, 2022** | **1,187,215** | **$12.36** | - Total unrecorded compensation cost related to all non-vested awards was **$3,778 thousand** as of March 31, 2022, expected to be amortized over approximately **2.8 years**[135](index=135&type=chunk) [NOTE 12 – FAIR VALUE MEASURES](index=35&type=section&id=NOTE%2012%20%E2%80%93%20FAIR%20VALUE%20MEASURES) Describes the valuation methods and fair value of financial instruments, including warrants Warrant Liabilities (Amounts in thousands) | Category | March 31, 2022 | December 31, 2021 | | :------------------ | :------------- | :---------------- | | PIPE Warrants | $11,748 | $13,603 | | Private Warrants | $1,491 | $1,690 | | **Total warrant liabilities** | **$13,239** | **$15,293** | - PIPE Warrants are classified as Level 1 financial instruments due to observable market prices, while Private Warrants are Level 3 and valued using a Black-Scholes option-pricing model with unobservable inputs[139](index=139&type=chunk)[140](index=140&type=chunk) [Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202%20%E2%80%93%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis of financial condition and operations for Q1 2022, covering performance, liquidity, and risks [Business Overview](index=37&type=section&id=Business%20Overview) Describes the company's business, operations, and geographic presence - Lazydays Holdings, Inc. operates as a holding company for RV dealerships, offering RV sales, repair, services, financing, insurance, parts, accessories, and camping facilities[149](index=149&type=chunk) - The company operates **16** dealerships and a dedicated service center, featuring over **4,000** new and pre-owned RVs and nearly **500** service bays[150](index=150&type=chunk)[151](index=151&type=chunk) - Lazydays employs approximately **1,500** people and attracts customers from all states except Hawaii[151](index=151&type=chunk) [Highlights](index=39&type=section&id=Highlights) Overview of key business developments and achievements during the period - Commenced sales and service operations at new dealerships in Murfreesboro, Tennessee (January 2021) and Monticello, Minnesota (March 2022)[153](index=153&type=chunk)[160](index=160&type=chunk) - Completed acquisitions of Chilhowee Trailer Sales, Inc. (March 2021), BYRV, Inc. (August 2021), and Burlington RV Superstore, Inc. (August 2021)[153](index=153&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - Entered into an amended and restated credit agreement with M&T Bank for an approximately **$369.1 million** aggregate credit facility (July 2021)[154](index=154&type=chunk) - Authorized stock repurchase programs of up to **$25 million** (September 2021) and an additional **$45 million** (February 2022)[157](index=157&type=chunk)[159](index=159&type=chunk) [COVID-19 Developments](index=39&type=section&id=COVID-19%20Developments) Discusses the impact of the COVID-19 pandemic on the company's operations and financial performance - The COVID-19 pandemic led to significant early declines in sales in March 2020, prompting cost-saving measures[161](index=161&type=chunk) - Cost-saving actions included a **25%** workforce reduction, temporary senior management salary cuts, and suspension of 2020 annual pay increases and 401k match[162](index=162&type=chunk)[166](index=166&type=chunk) - Sales improved from May 2020, likely due to increased consumer demand for outdoor travel and leisure activities that permit social distancing[163](index=163&type=chunk) - As of March 31, 2022, **$6,626 thousand** of PPP Loans had been forgiven[162](index=162&type=chunk) [How the Company Generates Revenue](index=40&type=section&id=How%20the%20Company%20Generates%20Revenue) Explains the primary sources and categories of the company's revenue Revenue Contribution by Category | Category | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :------------------ | :-------------------------------- | :-------------------------------- | | New vehicles | 57.8% | 61.8% | | Pre-owned vehicles | 32.7% | 28.6% | | Other | 9.5% | 9.6% | | **Total** | **100.0%** | **100.0%** | - New and pre-owned RV sales accounted for approximately **91%** of total revenues for the three months ended March 31, 2022, and **90%** for the same period in 2021[167](index=167&type=chunk) [Key Performance Indicators](index=41&type=section&id=Key%20Performance%20Indicators) Identifies and analyzes the key metrics used to evaluate the company's financial and operational performance - Gross profit (excluding depreciation and amortization) increased to **$99.2 million** (**26.4%** gross margin) for Q1 2022, from **$64.1 million** (**23.7%** gross margin) for Q1 2021[169](index=169&type=chunk) - New and pre-owned vehicle margins (excluding LIFO impacts) increased from **18.6%** in Q1 2021 to **21.4%** in Q1 2022, driven by scarcity of dealer inventory[170](index=170&type=chunk) - SG&A expenses as a percentage of gross profit improved to **56.4%** in Q1 2022 from **58.8%** in Q1 2021, reflecting improved operating leverage and business growth[172](index=172&type=chunk) - Adjusted EBITDA is a key non-GAAP measure used by management to evaluate financial performance, compare results, and for planning purposes[173](index=173&type=chunk)[174](index=174&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Provides a detailed analysis of the company's financial performance for the reporting period Summary Financial Data (Amounts in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Total revenue | $376,161 | $270,993 | | Gross profit (excluding depreciation and amortization) | $99,188 | $64,118 | | Income from operations | $38,629 | $22,423 | | Net income | $28,284 | $8,844 | - Total revenue increased by **38.8%** to **$376.2 million** in Q1 2022[181](index=181&type=chunk) - New and pre-owned vehicle sales revenue increased by **39.0%** to **$340.5 million**, driven by an increase in new vehicle units sold (**2,125** to **2,270**) and average selling price (**$78,400** to **$95,600**)[182](index=182&type=chunk)[183](index=183&type=chunk) - Pre-owned vehicle sales units (excluding wholesale) increased from **1,072** to **1,478**, with average revenue per unit rising from **$67,800** to **$78,800**[184](index=184&type=chunk) - Other revenue increased by **36.7%** to **$35.7 million**, with finance and insurance revenue up **48.1%** to **$21.6 million**[185](index=185&type=chunk)[186](index=186&type=chunk) - Selling, general and administrative (SG&A) expenses increased by **48.2%** to **$55.9 million**, primarily due to overhead from new dealerships and increased performance wages[190](index=190&type=chunk) - Interest expense increased by **$1.0 million** to **$2.9 million**, mainly due to higher floorplan balances[191](index=191&type=chunk) [Non-GAAP Financial Measures](index=45&type=section&id=Non-GAAP%20Financial%20Measures) Reconciles non-GAAP financial measures, such as Adjusted EBITDA, to their most directly comparable GAAP measures EBITDA and Adjusted EBITDA Reconciliation (Amounts in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income | $28,284 | $8,844 | | Subtotal EBITDA | $44,253 | $19,412 | | **Adjusted EBITDA** | **$44,760** | **$27,822** | EBITDA and Adjusted EBITDA Margin | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Net income margin | 7.5% | 3.3% | | Subtotal EBITDA margin | 11.8% | 7.2% | | **Adjusted EBITDA Margin** | **11.9%** | **10.3%** | - Adjusted EBITDA excludes depreciation, amortization, interest expense, income tax expense, stock-based compensation, transaction costs, LIFO adjustments, PPP loan forgiveness, and changes in fair value of warrant liabilities[197](index=197&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) Analyzes the company's ability to generate and manage cash flow, and its sources of funding [Cash Flow Summary](index=47&type=section&id=Cash%20Flow%20Summary) Summarizes the company's cash flows from operating, investing, and financing activities Cash Flow Summary (Amounts in thousands) | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash (used in) provided by operating activities | $(17,433) | $24,823 | | Net cash used in investing activities | $(7,896) | $(6,167) | | Net cash provided by (used) in financing activities | $16,767 | $(2,699) | | Net (decrease) increase in cash | $(8,562) | $15,957 | [Net Cash from Operating Activities](index=47&type=section&id=Net%20Cash%20from%20Operating%20Activities) Analyzes cash generated or used by core business operations - The company used **$17.4 million** in operating activities for Q1 2022, a shift from **$24.8 million** provided in Q1 2021[203](index=203&type=chunk) - This change was primarily due to increases in receivables (**$20.8 million**) and inventory (**$41.4 million**)[203](index=203&type=chunk) [Net Cash from Investing Activities](index=48&type=section&id=Net%20Cash%20from%20Investing%20Activities) Details cash flows related to asset acquisitions and disposals - Cash used in investing activities was **$7.9 million** for Q1 2022, mainly for purchases of property and equipment[204](index=204&type=chunk) [Net Cash from Financing Activities](index=48&type=section&id=Net%20Cash%20from%20Financing%20Activities) Explains cash flows from debt, equity, and dividend transactions - Cash provided by financing activities was **$16.8 million** for Q1 2022, primarily from net borrowings on the M&T Floor Plan Line of Credit (**$38.1 million**) and proceeds from stock option exercises (**$1.4 million**)[205](index=205&type=chunk) - These inflows were partially offset by treasury stock repurchases (**$19.2 million**), long-term debt repayments (**$1.8 million**), and dividend payments (**$1.2 million**)[205](index=205&type=chunk) [Funding Needs and Sources](index=48&type=section&id=Funding%20Needs%20and%20Sources) Assesses the company's liquidity, capital resources, and future funding plans - As of March 31, 2022, the company had **$89.6 million** in cash and **$112.4 million** in working capital[207](index=207&type=chunk) - The company expects to meet liquidity needs for the next twelve months through cash on hand, cash from operations, and borrowing capacity[206](index=206&type=chunk) - Capital expenditures for Q1 2022 were **$7.9 million**, including **$5.6 million** for land purchases for future greenfield development[207](index=207&type=chunk) [Short-Term Material Cash Requirements](index=48&type=section&id=Short-Term%20Material%20Cash%20Requirements) Outlines anticipated cash needs for the next twelve months, including capital spending and debt - Anticipated discretionary capital spending for maintaining current operations is approximately **$7 million** in 2022[209](index=209&type=chunk) - Planned spending includes **$3.6 million** to complete the Elkhart dealership facility and an additional **$5.6 million** for future greenfield land purchases, expected to be financed through leasing partners[209](index=209&type=chunk) - Financing commitments require **$3.4 million** in 2022 for long-term debt and **$1.5 million** for financing leases[211](index=211&type=chunk) - Additional funds are available through the **$25 million** M&T revolving credit line[212](index=212&type=chunk) [Long-Term Material Cash Requirements](index=49&type=section&id=Long-Term%20Material%20Cash%20Requirements) Details financial obligations and capital needs extending beyond one year - Known obligations beyond twelve months include approximately **$8 million** in annual maintenance capital and **$12.6 million** in long-term debt repayment[215](index=215&type=chunk) - Average greenfield dealership development costs **$16-20 million** (land and development, financed via leases) plus **$1.5 million** in self-funded start-up operational capital[215](index=215&type=chunk) - Average acquisition costs **$4-13 million**, plus RV inventory financed through the floorplan facility[215](index=215&type=chunk) [M&T Credit Facility](index=49&type=section&id=M%26T%20Credit%20Facility) Describes the terms and outstanding balances of the company's primary credit facility - The M&T Facility was amended and restated on July 14, 2021, to an approximately **$369.1 million** aggregate credit facility, including a **$327 million** floor plan, **$11.3 million** term loan, **$25 million** revolving credit, and **$5.8 million** mortgage loan facility[220](index=220&type=chunk) - As of March 31, 2022, **$230.9 million** was outstanding under the M&T Floor Plan Line of Credit, **$9.4 million** under the M&T Term Loan, and **$5.6 million** on the M&T Mortgage[225](index=225&type=chunk) - The M&T Floor Plan Line of Credit can finance new vehicle inventory, up to **$90 million** for pre-owned, and **$1.0 million** for company vehicles, with principal due upon sale[222](index=222&type=chunk) [Contractual and Commercial Commitments](index=51&type=section&id=Contractual%20and%20Commercial%20Commitments) Reports on significant contractual obligations and agreements - No material changes in contractual and commercial commitments occurred during Q1 2022 outside the ordinary course of business[227](index=227&type=chunk) [Cyclicality](index=51&type=section&id=Cyclicality) Discusses how economic conditions and market factors influence RV sales - RV vehicle unit sales are historically cyclical, fluctuating with general economic conditions, consumer confidence, discretionary spending, fuel prices, interest rates, and credit availability[228](index=228&type=chunk) [Seasonality and Effects of Weather](index=51&type=section&id=Seasonality%20and%20Effects%20of%20Weather) Explains the impact of seasonal trends and weather on vehicle sales - The company experiences modestly higher vehicle sales volumes in the first half of each year, influenced by warm climates in Florida and Arizona during winter, and spring months in northern locations[229](index=229&type=chunk) - Severe weather events, such as hurricanes in Florida, could damage property and inventory, and decrease dealership traffic[230](index=230&type=chunk) [Critical Accounting Policies and Estimates](index=51&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Highlights key accounting policies requiring significant management judgment - The company prepares financial statements in accordance with GAAP, requiring estimates, assumptions, and judgments affecting reported amounts[231](index=231&type=chunk) - No other material changes in critical accounting policies from those reported in the Annual Report on Form 10-K, other than updates to revenue recognition policies due to ASC 606 and ASC 842[232](index=232&type=chunk) [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) As a smaller reporting company, market risk disclosures are omitted due to scaled disclosure requirements - The company has elected scaled disclosure requirements available to smaller reporting companies for market risk disclosures[234](index=234&type=chunk) [Item 4 – Controls and Procedures](index=52&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Identified material weaknesses in IT general controls are being remediated, with financial statements fairly presented - A material weakness was identified in IT general controls concerning program change-management over certain IT systems supporting financial reporting processes[234](index=234&type=chunk) - Another material weakness was found in the review of user permissions and separation of duties due to the complexity of the current technology platform[234](index=234&type=chunk) - Remediation actions include developing enhanced risk assessment procedures, maintaining ITGC documentation, implementing an IT management review and testing plan, and designing role-based access and permissions[234](index=234&type=chunk) - Remediation of the material weakness is expected to be completed prior to the end of fiscal 2022[234](index=234&type=chunk) - Despite the material weakness, management concluded that the financial statements in this Form 10-Q fairly present the company's financial position, results of operations, and cash flows[235](index=235&type=chunk) PART II – OTHER INFORMATION This section covers legal proceedings, risk factors, equity security sales, and other disclosures for the reporting period [Item 1 – Legal Proceedings](index=53&type=section&id=Item%201%20%E2%80%93%20Legal%20Proceedings) Ongoing legal proceedings are not expected to materially impact the company's financial condition or operations - The company is a party to multiple legal proceedings that arise in the ordinary course of business[238](index=238&type=chunk) - Management does not believe that the ultimate resolution of these matters will have a material adverse effect on the company's financial condition or operations[238](index=238&type=chunk) [Item 1A – Risk Factors](index=4&type=section&id=Item%201A%20%E2%80%93%20Risk%20Factors) The company faces diverse risks including warrant fluctuations, internal controls, COVID-19, financing, and market competition - The fair value of warrant liabilities may fluctuate[8](index=8&type=chunk) - The company must maintain an effective system of internal controls and accurately report financial results, remediating material weaknesses[8](index=8&type=chunk) - The COVID-19 pandemic could result in a net negative impact on the business in the long term, despite increased sales since initial adverse impacts[8](index=8&type=chunk) - The company's business is affected by the availability of financing to it and its customers[8](index=8&type=chunk) - Success depends significantly on the wellbeing, popularity, and reputation for quality of key manufacturers, particularly Thor Industries, Inc., Winnebago Industries, Inc., and Forest River, Inc[8](index=8&type=chunk) - Expansion into new, unfamiliar markets and acquisitions presents increased risks that may prevent profitability[8](index=8&type=chunk)[9](index=9&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) Details Q1 2022 stock repurchases and unregistered equity sales, including a cashless warrant exercise Issuer Purchases of Equity Securities (Q1 2022) | 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 | | :----------------------------------- | :----------------------------- | :--------------------------- | :----------------------------------------------------------------- | :----------------------------------------------------------------------------------- | | January 1, 2022 - January 31, 2022 | 314,484 | $16.97 | 1,021,796 | $7,647 | | February 1, 2022 - February 28, 2022 | 459,076 | $17.24 | 1,480,872 | $44,733 | | March 1, 2022 - March 31, 2022 | 313,237 | $18.91 | 1,794,109 | $38,808 | - William Murnane exercised a warrant for **24,276** shares of common stock via cashless exercise on January 5, 2022, which was exempt from registration under Section 3(a)(9) of the Securities Act[243](index=243&type=chunk)[244](index=244&type=chunk) [Item 3 – Defaults Upon Senior Securities](index=53&type=section&id=Item%203%20%E2%80%93%20Defaults%20Upon%20Senior%20Securities) No defaults on senior securities were reported during the period - No defaults upon senior securities were reported[245](index=245&type=chunk) [Item 4 – Mine Safety Disclosures](index=53&type=section&id=Item%204%20%E2%80%93%20Mine%20Safety%20Disclosures) No mine safety disclosures were provided in this report - No mine safety disclosures were reported[246](index=246&type=chunk) [Item 5 – Other Information](index=53&type=section&id=Item%205%20%E2%80%93%20Other%20Information) No other information was reported in this section - No other information was reported[247](index=247&type=chunk) [Item 6 – Exhibits](index=55&type=section&id=Item%206%20%E2%80%93%20Exhibits) Lists exhibits filed with Form 10-Q, including employment agreements, certifications, and XBRL financials - Exhibits include the Employment Agreement for Robert DeVincenzi, dated January 3, 2022[251](index=251&type=chunk) - Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) and 18 U.S.C. Section 1350 are furnished[251](index=251&type=chunk) - The financial statements are formatted in inline XBRL[251](index=251&type=chunk)

[PART I](index=8&type=section&id=PART%20I) [Item 1. Business](index=8&type=section&id=Item%201.%20Business) Lazydays Holdings, Inc. operates RV dealerships, providing comprehensive sales, service, and financing, expanding through strategic acquisitions - Lazydays Holdings, Inc. operates Recreational Vehicle ("RV") dealerships, offering a comprehensive portfolio of products and services including new and pre-owned RV sales, RV-parts and service, financing and insurance products, third-party protection plans, after-market parts and accessories, and RV camping facilities[21](index=21&type=chunk) - The Company operates sixteen dealership and service locations across ten states, with its largest dealership in Tampa, Florida, and a dedicated Service Center near Houston, Texas. These locations are strategically placed in key RV markets[22](index=22&type=chunk)[65](index=65&type=chunk) - Key strengths include its iconic brand ('The RV Authority'), comprehensive product and service offerings (over **4,000 RVs**, nearly **500 service bays**), focus on customer experience ('Customers for Life'), employee commitment and training, leading market position and scale, consistent operating processes ('Lazydays Way'), variable cost structure, and an experienced management team[34](index=34&type=chunk)[35](index=35&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - The growth strategy involves expanding the customer base through targeted marketing, acquiring independent dealers (e.g., Chilhowee, BYRV, Burlington in 2021), establishing new greenfield dealerships and service centers (e.g., Murfreesboro, Waller, TX, planned for Monticello, NE, Fort Pierce, FL), and growing service, collision, and parts/accessories revenue[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) - The RV industry is characterized by strong customer loyalty and investment in the RV lifestyle, with approximately **11 million U.S. households** owning an RV. RV wholesale shipments increased by **39.5% in 2021** compared to 2020, reaching a record **600,240 units**[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Item 1A. Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from financial market volatility, internal control weaknesses, COVID-19 impacts, supply chain disruptions, competition, and capital structure - The fair value of warrant liabilities may fluctuate, impacting financial results, and the company must maintain effective internal controls, having identified a material weakness in IT general controls as of December 31, 2021[110](index=110&type=chunk)[139](index=139&type=chunk)[140](index=140&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 be negative, especially if consumer preferences shift away from RV travel[111](index=111&type=chunk)[141](index=141&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) - Business success is highly dependent on key manufacturers (Thor Industries, Winnebago Industries, Forest River, Inc.), supply arrangements, and the availability of financing for both the company and its customers[112](index=112&type=chunk)[113](index=113&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - Expansion into new markets through acquisitions or greenfield developments presents risks such as unforeseen expenses, integration difficulties, and challenges in attracting customers and securing product lines[115](index=115&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) - The company's business is seasonal, with higher sales volumes in the first half of the year, and is susceptible to local market conditions and natural disasters like hurricanes, particularly in Florida[120](index=120&type=chunk)[174](index=174&type=chunk)[177](index=177&type=chunk) - Outstanding convertible preferred stock, warrants, and options may have an adverse effect on the market price of common stock and could lead to substantial dilution for existing holders. Holders of Series A Preferred Stock have significant voting power and certain rights that can influence company actions[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk)[215](index=215&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk) [Item 1B. Unresolved Staff Comments](index=38&type=section&id=Item%201B.%20Unresolved%20Staf%20Comments) There are no unresolved staff comments from the SEC - The company has no unresolved staff comments[233](index=233&type=chunk) [Item 2. Properties](index=38&type=section&id=Item%202.%20Properties) The company primarily leases its retail locations, with 14 of 16 properties leased, and owns properties in Houston, Texas, and Burns Harbor, Indiana - The Company primarily leases its retail locations, with **14 of 16 properties** being leased. Leases generally provide for fixed monthly rentals with escalation clauses and renewal terms of 3 to 20 years, requiring the company to pay real estate taxes, insurance, and maintenance costs[234](index=234&type=chunk)[236](index=236&type=chunk) - The Company owns properties in Houston, Texas, and Burns Harbor, Indiana, with an outstanding mortgage balance of **$5.7 million** on the Houston property as of December 31, 2021[234](index=234&type=chunk) [Item 3. Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, not expecting a material adverse effect on its financial condition or operations - The Company is a party to multiple legal proceedings that arise in the ordinary course of its business. Management does not believe that the ultimate resolution of these matters will have a material adverse effect on its business, results of operations, financial condition or cash flows[237](index=237&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures to report - The company has no mine safety disclosures[238](index=238&type=chunk) [PART II](index=41&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=41&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Common stock trades on Nasdaq ('LAZY'), warrants on OTC Pink ('LAZYW'), with no cash dividends planned and a $25 million stock repurchase program authorized - Common stock is listed on Nasdaq Capital Market (LAZY), warrants on OTC Pink (LAZYW). As of March 9, 2022, there were **41 holders of record** for common stock[240](index=240&type=chunk) - The company has not paid cash dividends on common stock and does not plan to in the foreseeable future, with future policy determined by the board based on various factors and credit facility restrictions[241](index=241&type=chunk) - The Board of Directors authorized a stock repurchase program of up to **$25 million** through December 31, 2022. In 2021, the company repurchased **566,013 shares** for **$12.0 million**[31](index=31&type=chunk)[537](index=537&type=chunk)[538](index=538&type=chunk) Purchases of Equity Securities by the Issuer (Q4 2021) | 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 (1) | |:---|:---|:---|:---|:---| | October 1, 2021 - October 31, 2021 | 239,264 | $21.95 | 380,563 | $19,746 | | November 1, 2021 - November 30, 2021 | 320,349 | $20.79 | 700,912 | $13,110 | | December 1, 2021 - December 31, 2021 | 6,400 | $19.72 | 707,312 | $12,983 | [Item 6. [Reserved]](index=40&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial condition and results, detailing revenue growth, margin improvements, increased expenses, and liquidity, alongside critical accounting policies [Business Overview](index=42&type=section&id=Business%20Overview) - The Company generates revenue primarily from sales of new and pre-owned RVs, which accounted for approximately **90% of total revenues in 2021** and **89% in 2020**. Other revenue streams include RV parts, service and repairs, commissions from financing and insurance products, and campground facilities[255](index=255&type=chunk) Revenue Contribution by Category | Category | 2021 | 2020 | |:---|:---|:---| | New vehicles | 58.7% | 58.7% | | Pre-owned vehicles | 31.3% | 30.6% | | Other | 10.0% | 10.7% | | **Total** | **100.0%** | **100.0%** | [Key Performance Indicators](index=43&type=section&id=Key%20Performance%20Indicators) Key Financial Performance Indicators | Indicator | 2021 (in millions) | 2020 (in millions) | Change (YoY) | |:---|:---|:---|:---| | Gross Profit | $324.8 | $179.0 | +81.5% | | Gross Margin | 26.3% | 21.9% | +4.4 pp | | SG&A as % of Gross Profit | 56.6% | 65.8% | -9.2 pp | | Adjusted EBITDA | $144.9 | $59.0 | +145.6% | | Adjusted EBITDA Margin | 11.7% | 7.2% | +4.5 pp | - The decrease in SG&A as a percentage of gross profit reflects business growth, improved gross margins, and better fixed cost operating leverage, along with cost reductions implemented in April 2020[260](index=260&type=chunk) - Adjusted EBITDA is a key non-GAAP measure used by management to evaluate operating performance, compare results, and assess capacity for capital expenditures and business expansion[262](index=262&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk) [COVID-19 Developments](index=44&type=section&id=COVID-19%20Developments) - The COVID-19 pandemic initially caused significant declines in sales in early 2020, leading the company to implement cost-saving measures including a **25% workforce reduction**, temporary salary cuts for senior management, and suspension of 401k match and annual pay increases[266](index=266&type=chunk)[267](index=267&type=chunk)[142](index=142&type=chunk) - Sales improved significantly from May 2020 to December 2021, driven by increased consumer demand for outdoor travel and leisure activities that permit social distancing. However, the company cannot assure this growth rate will continue, and future shifts in consumer preferences (e.g., towards cruise lines, air travel) could negatively impact sales and liquidity[268](index=268&type=chunk)[269](index=269&type=chunk)[143](index=143&type=chunk) - The company received **$8.7 million in PPP Loans**, with **$6.6 million forgiven** as of December 31, 2021. It also negotiated temporary suspensions of principal and interest payments on term and mortgage loans and floorplan curtailment payments in Q2 2020[267](index=267&type=chunk)[443](index=443&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Summary Financial Data (in thousands) | Metric | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | |:---|:---|:---| | Total Revenue | $1,235,048 | $817,110 | | Total Cost of Revenues (excl. D&A) | $910,268 | $638,128 | | Gross Profit (excl. D&A) | $324,780 | $178,982 | | Selling, General, and Administrative Expenses | $183,781 | $117,688 | | Income from Operations | $124,094 | $47,531 | | Total Other Expense | $(13,831) | $(22,541) | | Income before Income Tax Expense | $110,263 | $24,990 | | Income Tax Expense | $(28,242) | $(10,364) | | Net Income | $82,021 | $14,626 | - Total revenue increased by **$417.9 million (51.1%)** to **$1.2 billion** in 2021, primarily driven by a **52.3% increase** in new and pre-owned vehicle sales due to higher unit sales and average selling prices, and acquisitions of three dealerships in 2021[272](index=272&type=chunk)[273](index=273&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk) - Gross profit increased by **$145.8 million (81.5%)** to **$324.8 million**, with gross margin improving from **21.9% to 26.3%**, favorably impacted by consumer demand and constrained supply during the pandemic[279](index=279&type=chunk) - SG&A expenses rose by **56.2%** to **$183.8 million**, mainly due to overhead from recent dealership acquisitions (Phoenix, Elkhart, Burns Harbor, Louisville, Portland, Vancouver, Milwaukee) and increased performance wages[283](index=283&type=chunk) - Net income significantly increased to **$82.0 million in 2021** from **$14.6 million in 2020**, reflecting strong operational performance[271](index=271&type=chunk) [Non-GAAP Financial Measures](index=48&type=section&id=Non-GAAP%20Financial%20Measures) - The company uses non-GAAP financial measures like EBITDA and Adjusted EBITDA to evaluate financial performance, compare operating results, and assess capacity for capital expenditures and business expansion[288](index=288&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk) Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | 2021 | 2020 (Restated) | |:---|:---|:---| | Net income | $82,021 | $14,626 | | Interest expense, net | 8,500 | 8,047 | | Depreciation and amortization of property and equipment | 8,386 | 6,682 | | Amortization of intangible assets | 6,025 | 4,580 | | Income tax expense | 28,242 | 10,364 | | **Subtotal EBITDA** | **$133,174** | **$44,299** | | Floor plan interest | (1,852) | (2,255) | | LIFO adjustment | 4,811 | (93) | | Transaction costs | 1,744 | 935 | | PPP loan forgiveness | (6,626) | - | | (Gain) loss on sale of property and equipment | (156) | 7 | | Change in fair value of warrant liabilities | 11,711 | 14,494 | | Inducement loss on warrant conversion | 246 | - | | Acquisition inventory valuation adjustments | 1,107 | - | | Stock-based compensation | 750 | 1,566 | | **Adjusted EBITDA** | **$144,909** | **$58,953** | EBITDA and Adjusted EBITDA Margins | Metric | 2021 | 2020 (Restated) | |:---|:---|:---| | Net income margin | 6.6% | 1.8% | | Subtotal EBITDA margin | 10.8% | 5.4% | | **Adjusted EBITDA Margin** | **11.7%** | **7.2%** | [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) Cash Flow Summary (in thousands) | Metric | 2021 | 2020 (Restated) | |:---|:---|:---| | Net cash provided by operating activities | $2,771 | $111,067 | | Net cash used in investing activities | $(84,126) | $(30,324) | | Net cash provided by (used in) financing activities | $115,963 | $(48,689) | | Net increase in cash | $34,608 | $32,054 | - Net cash from operating activities decreased significantly in 2021 to **$2.8 million** from **$111.1 million** in 2020, primarily due to a **$105.5 million increase in inventory**, excluding acquisition impacts[296](index=296&type=chunk) - Net cash used in investing activities increased to **$84.1 million** in 2021, mainly for **$63.0 million in acquisitions** and **$21.3 million in property and equipment purchases**[297](index=297&type=chunk) - Net cash from financing activities was **$116.0 million** in 2021, driven by a **$73.1 million increase** in the M&T Floor Plan Line of Credit, **$26.2 million** from financing liabilities, and **$42.3 million** from warrant and stock option exercises, partially offset by **$12.0 million in stock repurchases** and **$4.8 million in preferred stock dividends**[298](index=298&type=chunk) - As of December 31, 2021, the company had **$98.1 million in liquidity (cash)** and **$109.3 million in working capital**, expecting to meet short-term needs through cash on hand, operations, and available borrowing capacity[300](index=300&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk) - The company's M&T Credit Facility was amended and restated on July 14, 2021, providing an aggregate **$369.1 million facility**, including a **$327 million floor plan**, **$11.3 million term loan**, **$25 million revolving credit**, and **$5.8 million mortgage loan**, maturing on July 14, 2024[28](index=28&type=chunk)[313](index=313&type=chunk)[495](index=495&type=chunk) M&T Credit Facility Balances (in millions) | Facility | Balance as of Dec 31, 2021 | |:---|:---| | M&T Floor Plan Line of Credit | $192.2 | | M&T Term Loan | $10.1 | | M&T Mortgage | $5.7 | | M&T Revolver (available) | $25.0 | [Critical Accounting Policies and Estimates](index=54&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Key accounting policies involve significant estimates and judgments, including valuation of net assets in business combinations, goodwill and intangible assets, provision for charge-backs, inventory write-downs, allowance for doubtful accounts, stock-based compensation, and fair value of warrant liabilities[324](index=324&type=chunk)[325](index=325&type=chunk)[401](index=401&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 recorded at sale, with an allowance for future charge-backs based on historical data[327](index=327&type=chunk)[329](index=329&type=chunk)[331](index=331&type=chunk)[405](index=405&type=chunk)[407](index=407&type=chunk) - Warrants are classified as derivative liabilities or equity instruments based on specific terms. Private Warrants and PIPE Warrants are classified as liabilities and remeasured at fair value each period, with changes recognized in the statement of operations[334](index=334&type=chunk)[335](index=335&type=chunk)[336](index=336&type=chunk)[393](index=393&type=chunk)[394](index=394&type=chunk) - The Series A Preferred Stock is classified as temporary equity due to its cumulative redeemable convertible nature and is shown net of issuance costs and the fair value of associated warrants[332](index=332&type=chunk)[423](index=423&type=chunk)[528](index=528&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable as the company has elected scaled disclosure requirements for smaller reporting companies - The Company has elected scaled disclosure requirements available to smaller reporting companies, making this item not applicable[340](index=340&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements, including balance sheets, statements of operations, equity, and cash flows, with auditor reports and notes on accounting policies and restatements [Index to Financial Statements](index=57&type=section&id=Index%20to%20Financial%20Statements) [Report of Independent Registered Public Accounting Firm (PCAOB ID No. 49)](index=58&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm%20%28PCAOB%20ID%20No.%2049%29) - RSM US LLP issued an unqualified opinion on the consolidated financial statements as of December 31, 2021, but expressed an adverse opinion on internal control over financial reporting due to a material weakness[347](index=347&type=chunk)[348](index=348&type=chunk)[352](index=352&type=chunk) [Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688)](index=59&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm%20%28PCAOB%20ID%20No.%20688%29) - Marcum LLP issued an unqualified opinion on the consolidated financial statements for 2020, noting the restatement of prior periods due to warrant accounting errors[354](index=354&type=chunk)[355](index=355&type=chunk)[361](index=361&type=chunk) [Report of Independent Registered Public Accounting Firm (Internal Control)](index=60&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm%20%28Internal%20Control%29) - RSM US LLP issued an adverse opinion on the effectiveness of Lazydays Holdings, Inc.'s internal control over financial reporting as of December 31, 2021, due to a material weakness in information technology general controls (ITGCs) related to user access and change management[365](index=365&type=chunk)[368](index=368&type=chunk) - Operations of dealerships acquired in 2021 (Chilhowee, BYRV, Burlington), representing approximately **7% of total revenues**, were excluded from the assessment of internal control over financial reporting[367](index=367&type=chunk) [Consolidated Balance Sheets](index=62&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (in thousands) | Metric | Dec 31, 2021 | Dec 31, 2020 (Restated) | |:---|:---|:---| | Total Assets | $698,128 | $443,998 | | Total Current Assets | $375,635 | $203,881 | | Inventories | $242,906 | $116,267 | | Goodwill | $80,318 | $45,095 | | Total Liabilities | $437,019 | $303,499 | | Floor plan notes payable, net | $192,220 | $105,399 | | Warrant liabilities | $15,293 | $15,096 | | Total Stockholders' Equity | $206,126 | $85,516 | - Total assets increased significantly from **$444.0 million in 2020** to **$698.1 million in 2021**, driven by increases in inventories, property and equipment, and goodwill from acquisitions[374](index=374&type=chunk) - Total liabilities increased from **$303.5 million in 2020** to **$437.0 million in 2021**, primarily due to higher floor plan notes payable and financing liabilities[376](index=376&type=chunk) - Total stockholders' equity increased from **$85.5 million in 2020** to **$206.1 million in 2021**, largely due to net income and proceeds from stock option exercises[376](index=376&type=chunk) [Consolidated Statements of Operations](index=64&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated Statements of Operations (in thousands) | Metric | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 (Restated) | |:---|:---|:---| | Total Revenues | $1,235,048 | $817,110 | | Gross Profit | $324,780 | $178,982 | | Income from Operations | $124,094 | $47,531 | | Net Income | $82,021 | $14,626 | | Net income attributable to common stock and participating securities | $77,220 | $8,343 | | Basic EPS | $4.43 | $0.50 | | Diluted EPS | $3.74 | $0.41 | - Total revenues increased by **51.1%** year-over-year, and net income grew significantly from **$14.6 million in 2020** to **$82.0 million in 2021**[378](index=378&type=chunk) - Basic EPS increased from **$0.50 in 2020** to **$4.43 in 2021**, and diluted EPS increased from **$0.41 to $3.74**[378](index=378&type=chunk) [Consolidated Statements of Stockholders' Equity](index=65&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) Consolidated Statements of Stockholders' Equity (in thousands) | Metric | Dec 31, 2021 | Dec 31, 2020 (Restated) | |:---|:---|:---| | Total Stockholders' Equity | $206,126 | $85,516 | | Additional Paid-In Capital | $121,831 | $71,226 | | Retained Earnings | $96,810 | $14,789 | | Treasury Stock (at cost) | $(12,515) | $(499) | - Stockholders' equity increased significantly, driven by net income of **$82.0 million in 2021** and **$54.0 million** from conversion of warrants and options, partially offset by **$12.0 million in treasury stock repurchases**[380](index=380&type=chunk) [Consolidated Statements of Cash Flows](index=66&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flows (in thousands) | Metric | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 (Restated) | |:---|:---|:---| | Net Cash Provided By Operating Activities | $2,771 | $111,067 | | Net Cash Used In Investing Activities | $(84,126) | $(30,324) | | Net Cash Provided By (Used In) Financing Activities | $115,963 | $(48,689) | | Net Increase In Cash | $34,608 | $32,054 | | Cash - Beginning | $63,512 | $31,458 | | Cash - Ending | $98,120 | $63,512 | - Operating cash flow decreased substantially in 2021 due to a large increase in inventory. Investing activities saw increased cash usage for acquisitions and capital expenditures. Financing activities provided significant cash, primarily from increased floor plan borrowings and equity exercises[296](index=296&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk) [Notes to Consolidated Financial Statements](index=69&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS](index=69&type=section&id=NOTE%201%20%E2%80%93%20BUSINESS%20ORGANIZATION%20AND%20NATURE%20OF%20OPERATIONS) - Lazydays Holdings, Inc. was formed through a business combination (Redomestication Merger and Transaction Merger) on March 15, 2018, with Lazy Days' R.V. Center, Inc. becoming a wholly-owned subsidiary[387](index=387&type=chunk) - The company operates RV dealerships in fifteen locations across nine states, plus a dedicated service center in Texas, selling and servicing new/pre-owned RVs, parts, accessories, and arranging financing/service contracts[388](index=388&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=69&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The consolidated financial statements include Holdings and its subsidiaries, operating as one reportable segment focused on RV dealership operations[389](index=389&type=chunk)[390](index=390&type=chunk) - The company restated its financial statements for periods ended December 31, 2020, 2019, and 2018 to reclassify Private Warrants and PIPE Warrants as liabilities, following SEC staff guidance on SPAC warrants[391](index=391&type=chunk)[392](index=392&type=chunk)[393](index=393&type=chunk)[394](index=394&type=chunk) Impact of Restatement on 2020 Financials (in thousands) | Metric | As Previously Reported | Restatement Adjustments | As Restated | |:---|:---|:---|:---| | Total Liabilities | $288,403 | $15,096 | $303,499 | | Additional Paid-In Capital | $80,072 | $(8,846) | $71,226 | | Retained Earnings | $21,039 | $(6,250) | $14,789 | | Net Income | $29,120 | $(14,494) | $14,626 | | Basic and Diluted EPS | $1.56 | $(0.99) | $0.57 | Disaggregation of Revenue (in thousands) | Revenue Type | 2021 | 2020 | |:---|:---|:---| | New vehicle revenue | $725,114 | $479,611 | | Pre-owned vehicle revenue | $386,807 | $250,261 | | Parts, accessories, and related services | $47,261 | $38,630 | | Finance and insurance revenue | $72,647 | $45,123 | | Campground and other revenue | $3,219 | $3,485 | | **Total** | **$1,235,048** | **$817,110** | - Inventory is recorded at the lower of cost or net realizable value using the LIFO method. The excess of current cost over LIFO was **$8.4 million in 2021** and **$3.6 million in 2020**[412](index=412&type=chunk) - Goodwill, trade names, and trademarks are not amortized but are evaluated annually for impairment. Manufacturer and customer relationships are amortized over **7 to 12 years**[415](index=415&type=chunk)[417](index=417&type=chunk) - The company adopted ASU 2016-13 (Credit Losses) on January 1, 2021, with no material impact on financial statements. It is evaluating ASU 2020-04 (Reference Rate Reform) and ASU 2021-08 (Business Combinations: Contract Assets/Liabilities)[451](index=451&type=chunk)[452](index=452&type=chunk)[453](index=453&type=chunk) [NOTE 3 – BUSINESS COMBINATIONS](index=82&type=section&id=NOTE%203%20%E2%80%93%20BUSINESS%20COMBINATIONS) - In 2021, the company acquired Chilhowee Trailer Sales, Inc., BYRV, Inc. (Portland, OR and Vancouver, WA), and Burlington RV Superstore, Inc. (Milwaukee, WI). In 2020, it acquired Korges Enterprises, Inc., Total Value Recreation Vehicles of Indiana, Inc., and Camp-Land, Inc.[454](index=454&type=chunk)[455](index=455&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk)[458](index=458&type=chunk)[459](index=459&type=chunk) - These acquisitions were accounted for as business combinations, with preliminary allocation of fair value for 2021 acquisitions still ongoing for parts inventory[460](index=460&type=chunk) Net Assets Acquired in Business Combinations (in thousands) | Metric | 2021 Total | 2020 Total | |:---|:---|:---| | Inventories | $21,410 | $18,932 | | Property and equipment | $1,568 | $5,417 | | Intangible assets | $21,065 | $8,480 | | Total assets acquired | $46,876 | $33,996 | | Total liabilities assumed | $4,428 | $1,004 | | **Net assets acquired** | **$42,448** | **$32,992** | | Purchase Price | $63,036 | $16,653 | | Goodwill | $34,873 | $6,116 | - Goodwill represents the excess of purchase price over fair value of net assets, driven by synergies and growth potential. Identifiable intangible assets acquired include manufacturer and customer relationships (amortized over **9.8 years**) and noncompete agreements (amortized over **5 years**)[462](index=462&type=chunk)[463](index=463&type=chunk)[464](index=464&type=chunk) Pro Forma Financial Information (in thousands) | Metric | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 (Restated) | |:---|:---|:---| | Revenue | $1,353,239 | $1,094,584 | | Income before income taxes | $125,410 | $51,608 | | Net income | $93,987 | $35,654 | [NOTE 4 – RECEIVABLES, NET](index=85&type=section&id=NOTE%204%20%E2%80%93%20RECEIVABLES%2C%20NET) Receivables, Net (in thousands) | Category | Dec 31, 2021 | Dec 31, 2020 | |:---|:---|:---| | Contracts in transit and vehicle receivables | $24,182 | $15,995 | | Manufacturer receivables | $4,105 | $2,705 | | Finance and other receivables | $2,773 | $1,423 | | Less: Allowance for doubtful accounts | $(456) | $(659) | | **Total Receivables, Net** | **$30,604** | **$19,464** | - 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[469](index=469&type=chunk) [NOTE 5 – INVENTORIES](index=86&type=section&id=NOTE%205%20%E2%80%93%20INVENTORIES) Inventories (in thousands) | Category | Dec 31, 2021 | Dec 31, 2020 | |:---|:---|:---| | New recreational vehicles | $177,744 | $92,434 | | Pre-owned recreational vehicles | $66,013 | $22,967 | | Parts, accessories and other | $7,586 | $4,493 | | Less: excess of current cost over LIFO | $(8,437) | $(3,627) | | **Total** | **$242,906** | **$116,267** | - Total inventories increased significantly from **$116.3 million in 2020** to **$242.9 million in 2021**, reflecting increased stock of both new and pre-owned RVs[471](index=471&type=chunk) [NOTE 6 – PROPERTY AND EQUIPMENT, NET](index=86&type=section&id=NOTE%206%20%E2%80%93%20PROPERTY%20AND%20EQUIPMENT%2C%20NET) Property and Equipment, Net (in thousands) | Category | Dec 31, 2021 | Dec 31, 2020 | |:---|:---|:---| | Land | $31,910 | $25,954 | | Building and improvements | $94,720 | $74,767 | | Furniture and equipment | $12,874 | $8,572 | | Company vehicles | $1,333 | $987 | | Construction in progress | $5,786 | $13,606 | | Less: Accumulated depreciation and amortization | $(25,875) | $(17,566) | | **Total** | **$120,748** | **$106,320** | - Property and equipment, net, increased from **$106.3 million in 2020** to **$120.7 million in 2021**, with significant increases in land, buildings, and furniture/equipment[472](index=472&type=chunk) Depreciation and Amortization Expense (in thousands) | Year Ended | Depreciation | |:---|:---| | Dec 31, 2021 | $8,386 | | Dec 31, 2020 | $6,682 | [NOTE 7 – GOODWILL AND INTANGIBLE ASSETS](index=87&type=section&id=NOTE%207%20%E2%80%93%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Goodwill (in thousands) | Metric | Amount | |:---|:---| | Balance as of January 1, 2020 | $38,979 | | Acquisitions | $6,116 | | Balance as of December 31, 2020 | $45,095 | | Acquisitions | $34,873 | | Measurement period adjustments | $350 | | **Balance as of December 31, 2021** | **$80,318** | Intangible Assets, Net (in thousands) | Category | Dec 31, 2021 Net Asset Value | Dec 31, 2020 Net Asset Value | |:---|:---|:---| | Manufacturer relationships | $50,492 | $34,899 | | Customer relationships | $7,053 | $7,557 | | Non-Compete agreements | $155 | $201 | | Trade names and trademarks | $30,100 | $30,100 | | **Total Intangible Assets, Net** | **$87,800** | **$72,757** | Amortization Expense (in thousands) | Year Ended | Amortization | |:---|:---| | Dec 31, 2021 | $6,025 | | Dec 31, 2020 | $4,580 | - Goodwill increased significantly in 2021 due to acquisitions. The weighted average remaining amortization period for amortizable intangible assets was **9.79 years** as of December 31, 2021[473](index=473&type=chunk)[474](index=474&type=chunk) [NOTE 8 – FINANCING LIABILITY](index=89&type=section&id=NOTE%208%20%E2%80%93%20FINANCING%20LIABILITY) - The company has several financing liabilities resulting from failed sale-leaseback transactions for land, buildings, and improvements, with implied interest rates ranging from **6.06% to 7.9%**[476](index=476&type=chunk)[477](index=477&type=chunk)[478](index=478&type=chunk)[479](index=479&type=chunk)[480](index=480&type=chunk) Financing Liabilities, Net of Debt Discount (in thousands) | Metric | Dec 31, 2021 | Dec 31, 2020 | |:---|:---|:---| | Financing liability, gross | $104,638 | $80,254 | | Debt discount | $(202) | $(158) | | **Financing liability, net** | **$104,436** | **$80,096** | | Less: current portion | $1,970 | $1,462 | | **Non-current portion** | **$102,466** | **$78,634** | Future Minimum Payments for Financing Liabilities (in thousands) | Years ending Dec 31, | Principal | Interest | Total Payment | |:---|:---|:---|:---| | 2022 | $1,970 | $8,090 | $10,060 | | 2023 | $2,289 | $8,407 | $10,966 | | 2024 | $2,635 | $8,740 | $11,375 | | 2025 | $3,005 | $9,089 | $12,094 | | 2026 | $3,405 | $9,455 | $12,860 | | Thereafter | $70,522 | $144,620 | $215,142 | | **Total** | **$83,826** | **$188,401** | **$272,272** | [NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=90&type=section&id=NOTE%209%20%E2%80%93%20ACCOUNTS%20PAYABLE%2C%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) Accounts Payable, Accrued Expenses and Other Current Liabilities (in thousands) | Category | Dec 31, 2021 | Dec 31, 2020 | |:---|:---|:---| | Accounts payable | $28,356 | $18,077 | | Other accrued expenses | $5,064 | $4,713 | | Customer deposits | $8,511 | $6,002 | | Accrued compensation | $8,564 | $4,311 | | Accrued charge-backs | $8,243 | $5,553 | | Accrued interest | $261 | $125 | | **Total** | **$58,999** | **$38,781** | - Total current liabilities increased from **$38.8 million in 2020** to **$59.0 million in 2021**, primarily due to increases in accounts payable, customer deposits, and accrued compensation[484](index=484&type=chunk) [NOTE 10 – LEASES](index=91&type=section&id=NOTE%2010%20%E2%80%93%20LEASES) - The company leases property and equipment, primarily RV retail locations, through operating leases. Lease terms can extend up to **20 years** with renewal options. Operating lease costs were **$5.3 million in 2021** and **$3.8 million in 2020**[486](index=486&type=chunk)[487](index=487&type=chunk)[488](index=488&type=chunk)[491](index=491&type=chunk) Maturities of Lease Liabilities (in thousands) | Maturity Date | Operating Leases | |:---|:---| | 2022 | $6,441 | | 2023 | $6,257 | | 2024 | $5,238 | | 2025 | $4,310 | | 2026 | $3,108 | | Thereafter | $13,296 | | **Total lease payments** | **$38,650** | | Less: Imputed interest | $6,646 | | **Present value of lease liabilities** | **$32,004** | - As of December 31, 2021, the weighted-average remaining lease term for operating leases was **7.5 years**, and the weighted-average discount rate was **5.0%**[489](index=489&type=chunk) [NOTE 11 – DEBT](index=91&type=section&id=NOTE%2011%20%E2%80%93%20DEBT) - The company's M&T Credit Facility was amended and restated on July 14, 2021, providing a **$369.1 million aggregate credit facility**, including a **$327 million floor plan**, **$11.3 million term loan**, **$25 million revolving credit**, and **$5.8 million mortgage loan**, maturing on July 14, 2024[495](index=495&type=chunk) M&T Credit Facility Balances (in thousands) | Facility | Dec 31, 2021 | Dec 31, 2020 | |:---|:---|:---| | Floor plan notes payable, net | $192,220 | $105,399 | | Term loan and Mortgage, net | $15,700 | $18,717 | | Paycheck Protection Program Loans | $819 | $8,704 | | **Total long-term debt, net** | **$19,194** | **$32,606** | | Less: current portion | $5,510 | $24,161 | | **Long term debt, non-current** | **$13,684** | **$8,445** | - The M&T Floor Plan Line of Credit finances new and pre-owned vehicle inventory, with interest rates based on LIBOR or Base Rate plus a margin. The average outstanding balance was **$100.0 million in 2021**, with **$1.9 million in related interest expense**[498](index=498&type=chunk) - The company received **$8.7 million in PPP Loans in 2020**, with **$6.6 million forgiven** as of December 31, 2021. The remaining balance is **$0.8 million**[502](index=502&type=chunk)[503](index=503&type=chunk) Future Maturities of Long Term Debt (in thousands) | Years ending Dec 31, | Amount | |:---|:---| | 2022 | $5,501 | | 2023 | $3,607 | | 2024 | $9,779 | | 2025 | $400 | | 2026 | $0 | | **Total** | **$19,287** | [NOTE 12 – INCOME TAXES](index=95&type=section&id=NOTE%2012%20%E2%80%93%20INCOME%20TAXES) Components of Income Tax Expense (in thousands) | Category | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | |:---|:---|:---| | Current Federal | $23,867 | $9,187 | | Current State | $5,804 | $2,536 | | Deferred Federal | $(1,161) | $(1,177) | | Deferred State | $(268) | $(182) | | **Total Income Tax Expense** | **$28,242** | **$10,364** | Reconciliation of Income Taxes at Statutory Rate | Item | 2021 Amount (in thousands) | 2021 % | 2020 Amount (in thousands) | 2020 % | |:---|:---|:---|:---|:---| | Income taxes at statutory rate (21%) | $23,155 | 21.0% | $5,248 | 21.0% | | State income taxes, net of federal tax effect | $4,352 | 4.0% | $1,856 | 7.4% | | PPP loan forgiveness | $(1,391) | -1.3% | - | 0.0% | | Change in fair value of warrant liabilities | $2,511 | 2.3% | $3,043 | 12.2% | | **Income tax expense** | **$28,242** | **25.6%** | **$10,364** | **41.5%** | Net Deferred Tax Liabilities (in thousands) | Category | Dec 31, 2021 | Dec 31, 2020 | |:---|:---|:---| | Total Deferred tax assets | $21,098 | $19,738 | | Total Deferred tax liabilities | $(34,761) | $(34,829) | | **Net deferred tax (liabilities)** | **$(13,663)** | **$(15,091)** | - Income tax expense increased significantly in 2021 due to higher income. The effective tax rate was **25.6% in 2021** and **41.5% in 2020**[506](index=506&type=chunk)[507](index=507&type=chunk) [NOTE 13 – RELATED PARTY TRANSACTIONS](index=97&type=section&id=NOTE%2013%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) - There were no related party transactions during the years ended December 31, 2021 and 2020[511](index=511&type=chunk) [NOTE 14 – EMPLOYEE BENEFIT PLANS](index=97&type=section&id=NOTE%2014%20%E2%80%93%20EMPLOYEE%20BENEFIT%20PLANS) - The company has a 401(k) plan with profit sharing provisions covering substantially all employees. Discretionary matching contributions were **$1.45 million in 2021** and **$0.85 million in 2020**[512](index=512&type=chunk) [NOTE 15 - COMMITMENTS AND CONTINGENCIES](index=97&type=section&id=NOTE%2015%20-%20COMMITMENTS%20AND%20CONTINGENCIES) - Employment agreements for the CEO and CFO include base salaries, annual cash bonuses, and stock options. CEO William P. Murnane resigned effective January 1, 2022, and Robert T DeVincenzi was appointed interim CEO[513](index=513&type=chunk)[515](index=515&type=chunk)[516](index=516&type=chunk)[517](index=517&type=chunk) - Non-employee directors receive annual cash compensation and committee fees. The company is involved in ordinary course legal proceedings, not expected to have a material adverse effect[518](index=518&type=chunk)[519](index=519&type=chunk) [NOTE 16 – PREFERRED STOCK](index=98&type=section&id=NOTE%2016%20%E2%80%93%20PREFERRED%20STOCK) - The company issued **600,000 shares of Series A Preferred Stock** for **$60.0 million** in a private placement (PIPE Investment) on March 15, 2018. These shares rank senior to common stock and are convertible at an initial price of **$10.0625 per share**[521](index=521&type=chunk)[522](index=522&type=chunk) - Dividends accrue at an initial rate of **8% per annum**, compounded quarterly, and increase to **11%** if senior indebtedness exceeds **2.25 times EBITDA**. The company can force conversion if common stock price exceeds **$25.00** for 30 consecutive trading days after the second anniversary[523](index=523&type=chunk)[524](index=524&type=chunk) - Holders of Series A Preferred Stock have the right to designate two board members and must consent to certain company actions, such as increasing board size or incurring certain indebtedness[526](index=526&type=chunk)[218](index=218&type=chunk) - Five-year warrants to purchase **596,273 shares of common stock** were issued with the Series A Preferred Stock. The Series A Preferred Stock is classified as temporary equity[527](index=527&type=chunk)[528](index=528&type=chunk) [NOTE 17 – STOCKHOLDERS' EQUITY](index=99&type=section&id=NOTE%2017%20%E2%80%93%20STOCKHOLDERS%27%20EQUITY) - The company is authorized to issue **100 million shares of common stock** and **5 million shares of preferred stock**. Common stockholders are entitled to one vote per share[532](index=532&type=chunk) - The 2018 Long-Term Incentive Equity Plan reserves shares for awards like options and restricted stock. The 2019 Employee Stock Purchase Plan (ESPP) allows participants to purchase common stock at a discount[534](index=534&type=chunk)[535](index=535&type=chunk) - The Board authorized a stock repurchase program of up to **$25 million** through December 31, 2022. In 2021, **566,013 shares** were repurchased for **$12.0 million**[537](index=537&type=chunk)[538](index=538&type=chunk) Warrants Activity | Metric | Shares Underlying Warrants | Weighted Average Exercise Price | |:---|:---|:---| | Warrants outstanding January 1, 2021 | 4,632,087 | $11.50 | | Exercised | (1,212,982) | - | | **Warrants outstanding December 31, 2021** | **3,419,105** | **$11.50** | Stock Option Activity | Metric | Shares Underlying Options | Weighted Average Exercise Price | |:---|:---|:---| | Options outstanding at January 1, 2021 | 4,063,362 | $10.60 | | Granted | 245,000 | $21.32 | | Cancelled or terminated | (195,841) | - | | Exercised | (2,825,849) | $10.83 | | **Options outstanding at December 31, 2021** | **1,286,672** | **$11.87** | - Total unrecorded compensation cost for non-vested awards was **$3.9 million** as of December 31, 2021, to be amortized over approximately **3.13 years**[553](index=553&type=chunk) [NOTE 18 – FAIR VALUE MEASURES](index=103&type=section&id=NOTE%2018%20%E2%80%93%20FAIR%20VALUE%20MEASURES) - PIPE Warrants are classified as Level 1 financial instruments due to observable market prices. Private Warrants are classified as Level 3 and valued using a Black-Scholes Valuation Model[555](index=555&type=chunk) Warrant Liabilities Fair Value (in thousands) | Category | Dec 31, 2021 Carrying Amount | Dec 31, 2020 Carrying Amount (Restated) | |:---|:---|:---| | PIPE Warrants | $13,603 | $13,716 | | Private Warrants | $1,690 | $1,380 | | **Total warrant liabilities** | **$15,293** | **$15,096** | Level 3 Fair Value Measurement Inputs for Private Warrants | Input | Dec 31, 2021 | Dec 31, 2020 (Restated) | |:---|:---|:---| | Stock Price | $21.54 | $16.25 | | Strike Price | $11.50 | $11.50 | | Expected life (years) | 1.20 | 2.20 | | Volatility | 57.4% | 81.2% | | Risk Free rate | 0.46% | 0.14% | | Dividend yield | 0.00% | 0.00% | | Fair value of warrants | $5.45 | $4.45 | [NOTE 19 – QUARTERLY FINANCIAL DATA (Unaudited and Restated)](index=104&type=section&id=NOTE%2019%20%E2%80%93%20QUARTERLY%20FINANCIAL%20DATA%20%28Unaudited%20and%20Restated%29) 2020 Quarterly Financial Data (Unaudited and Restated, in thousands) | Metric | Q1 2020 | Q2 2020 | Q3 2020 | |:---|:---|:---|:---| | Income from Operations | $6,784 | $12,628 | $17,532 | | Net income | $3,399 | $5,310 | $3,700 | | Basic and diluted income per share | $0.12 | $0.25 | $0.13 | - The quarterly data for 2020 has been restated due to the impact of warrant accounting adjustments, affecting net income and EPS[560](index=560&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=55&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in or disagreements with accountants on accounting and financial disclosure[562](index=562&type=chunk) [Item 9A. Controls and Procedures](index=55&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to a material weakness in IT general controls, with a remediation plan expected by fiscal 2022 end - As of December 31, 2021, the company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting[563](index=563&type=chunk) - The material weakness relates to ineffective information technology general controls (ITGCs) in two areas: (a) program change-management over financial reporting systems, and (b) review of user access permissions and separation of duties[567](index=567&type=chunk) - Management has developed and is implementing a remediation plan, including enhanced risk assessment, improved controls and monitoring of IT system changes, documentation, IT management review, and designing role-based access. Remediation is expected to be completed by the end of fiscal 2022[570](index=570&type=chunk)[571](index=571&type=chunk) - The material weakness did not result in any identified misstatements to the financial statements, and previously released financial results remain unchanged[568](index=568&type=chunk) - Operations of dealerships acquired in 2021 (Chilhowee, BYRV, Burlington), representing approximately **7% of total revenues**, were excluded from the assessment of internal control over financial reporting[572](index=572&type=chunk) [Item 9B. Other Information](index=56&type=section&id=Item%209B.%20Other%20Information) This item contains no other information - This item contains no other information[575](index=575&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=56&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - This item is not applicable[575](index=575&type=chunk) [PART III](index=109&type=section&id=PART%20III) [Item 10. Directors, Executive Officers and Corporate Governance](index=109&type=section&id=Item%2010.%20Directors%2C%20Executive%20Of%20icers%20and%20Corporate%20Governance) The company has a Code of Business Conduct for all personnel, with further governance details incorporated by reference from the 2022 proxy statement - The company has adopted a Code of Business Conduct for all directors, officers, and employees, available on its investor relations website[578](index=578&type=chunk) - Additional information for this item will be incorporated by reference from the proxy statement for the 2022 annual meeting of stockholders[579](index=579&type=chunk) [Item 11. Executive Compensation](index=109&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation will be incorporated by reference from the 2022 annual meeting proxy statement - Information for this item will be incorporated by reference from the proxy statement for the 2022 annual meeting of stockholders[580](index=580&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=109&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership details for beneficial owners and management will be incorporated by reference from the 2022 annual meeting proxy statement - Information for this item will be incorporated by reference from the proxy statement for the 2022 annual meeting of stockholders[581](index=581&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=109&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Details on certain relationships, related transactions, and director independence will be incorporated by reference from the 2022 annual meeting proxy statement - Information for this item will be incorporated by reference from the proxy statement for the 2022 annual meeting of stockholders[582](index=582&type=chunk) [Item 14. Principal Accounting Fees and Services](index=109&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services will be incorporated by reference from the 2022 annual meeting proxy statement - Information for this item will be incorporated by reference from the proxy statement for the 2022 annual meeting of stockholders[583](index=583&type=chunk) [PART IV](index=110&type=section&id=PART%20IV) [Item 15. Exhibits and Financial Statement Schedules](index=110&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, consolidated financial statement schedules, and exhibits filed as part of this report - This section includes financial statements, consolidated financial statement schedules, and a comprehensive list of exhibits filed as part of the report[585](index=585&type=chunk)[586](index=586&type=chunk) [Item 16. Form 10-K Summary](index=113&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[590](index=590&type=chunk) [Signatures](index=114&type=section&id=Signatures) This section contains the required signatures of the registrant's interim CEO, CFO, and Directors, certifying the report's submission - The report is signed by Robert DeVincenzi (Interim Chief Executive Officer), Nicholas J. Tomashot (Chief Financial Officer), and other Directors, certifying its submission[594](index=594&type=chunk)[595](index=595&type=chunk)

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 September 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 ...

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 ...

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 ...