Lazydays Holdings(GORV) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1 – Financial Statements This section presents the unaudited condensed consolidated financial statements for Lazydays Holdings, Inc. and its subsidiaries, including balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, and statements of cash flows, along with detailed notes explaining the company's business, accounting policies, financial performance, and recent events Condensed Consolidated Balance Sheets (Unaudited) The balance sheet shows a decrease in total assets and liabilities from December 31, 2024, to June 30, 2025, primarily driven by reductions in inventories, assets held for sale, and floor plan notes payable, reflecting recent divestitures. Total stockholders' equity also decreased during this period Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Total Assets | $429,064 | $675,830 | | Total Liabilities | $373,115 | $586,230 | | Total Stockholders' Equity | $55,949 | $89,600 | | Inventories, net | $165,634 | $211,946 | | Current assets held for sale | $6,495 | $86,869 | | Floor plan notes payable, net | $185,460 | $306,036 | - The decrease in assets and liabilities is largely attributable to dealership divestitures during the period[43][46][47] Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) The company experienced a significant decline in total revenue and an increased net loss for both the three and six months ended June 30, 2025, compared to the same periods in 2024. This was primarily driven by decreased vehicle sales and increased impairment charges, despite some improvements in gross profit margins for certain segments Three Months Ended June 30 (in thousands, except per share data) | Metric | 2025 | 2024 | Variance | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Total Revenue | $131,297 | $235,602 | $(104,305) | (44.3)% | | Gross Profit | $34,189 | $47,404 | $(13,215) | (27.9)% | | Loss from operations | $(12,713) | $(9,562) | $(3,151) | 33.0% | | Net loss | $(24,589) | $(44,221) | $19,632 | (44.4)% | | Basic Loss per share | $(6.67) | $(96.53) | $89.86 | (93.1)% | Six Months Ended June 30 (in thousands, except per share data) | Metric | 2025 | 2024 | Variance | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Total Revenue | $297,112 | $505,722 | $(208,610) | (41.2)% | | Gross Profit | $78,031 | $85,170 | $(7,139) | (8.4)% | | Loss from operations | $(14,982) | $(26,143) | $11,161 | (42.7)% | | Net loss | $(34,122) | $(66,201) | $32,079 | (48.5)% | | Basic Loss per share | $(9.27) | $(146.57) | $137.30 | (93.7)% | Condensed Consolidated Statements of Stockholders' Equity (Unaudited) Stockholders' equity decreased from $89.6 million at December 31, 2024, to $55.9 million at June 30, 2025, primarily due to net losses incurred during the period. The statement also reflects adjustments for stock-based compensation and a reverse stock split Stockholders' Equity (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Total Stockholders' Equity | $55,949 | $89,600 | | Retained Deficit | $(148,869) | $(114,747) | | Additional Paid-in Capital | $261,946 | $261,475 | - Net loss for the six months ended June 30, 2025, was $(34,122) thousand, contributing to the decrease in equity[13] - A reverse stock split rounding adjustment was applied during the second quarter of 2025[13] Condensed Consolidated Statements of Cash Flows (Unaudited) Net cash provided by operating activities significantly decreased from $101.3 million in the first six months of 2024 to $7.4 million in the same period of 2025. Investing activities shifted from a net use of cash to a substantial net provision of cash due to proceeds from business divestitures, while financing activities continued to be a net use of cash, primarily for debt repayments Six Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | Variance | | :---------------------------------- | :--- | :--- | :------- | | Net cash provided by operating activities | $7,358 | $101,315 | $(93,957) | | Net cash provided by (used) in investing activities | $171,924 | $(9,967) | $181,891 | | Net cash used in financing activities | $(179,282) | $(107,411) | $(71,871) | | Net decrease in cash | $0 | $(16,063) | $16,063 | | Cash, end of period | $24,702 | $42,022 | $(17,320) | - Net proceeds from the sale of businesses, property, and equipment were $171,977 thousand in 2025, a significant increase from $2,950 thousand in 2024[14] - Net repayments under the M&T bank floor plan were $(120,723) thousand in 2025, compared to $(114,824) thousand in 2024[14] Notes to Condensed Consolidated Financial Statements (Unaudited) These notes provide detailed explanations of the company's business, significant accounting policies, and financial performance. Key areas covered include the company's going concern status, the impact of a reverse stock split, inventory valuation, intangible asset impairment, recent dealership divestitures, lease obligations, debt structure and waivers, revenue recognition, earnings per share, and subsequent events NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Lazydays Holdings, Inc. operates RV dealerships across the U.S., focusing on selling and servicing new and pre-owned RVs, arranging financing, and selling parts and accessories. As of June 30, 2025, the company had 13 dealerships in 10 states - Operates 13 RV dealerships across the United States as of June 30, 2025[16] - Core business includes selling and servicing new/pre-owned RVs, arranging financing/extended service contracts, and selling parts/accessories[15] NOTE 2 – BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES This note outlines the basis for the unaudited interim financial statements, confirms the application of GAAP, and highlights the company's going concern uncertainty due to net losses and debt obligations. It also details the 1-for-30 reverse stock split effective July 11, 2025, and a revision of prior period financial statements for consignment vehicle revenue presentation - Substantial doubt exists about the Company's ability to continue as a going concern due to a net loss of $34.1 million for the six months ended June 30, 2025, an accumulated deficit of $148.9 million, and limited access to a revolving credit facility[21] - A 1-for-30 reverse stock split became effective on July 11, 2025, retroactively adjusted in financial statements to increase per-share market price for Nasdaq listing compliance[23] - Consignment vehicle revenue for Q2 and H1 2024 was restated from a gross to a net basis, with no impact on gross profit or net loss[24][25] - ASU 2023-07 (Improvements to Reportable Segment Disclosures) adopted for annual periods beginning after Jan 1, 2024, and interim periods beginning Jan 1, 2025, confirming the company operates in a single reportable segment[29] NOTE 3 – INVENTORIES, NET Inventories are recorded at the lower of cost or net realizable value using the LIFO method. As of June 30, 2025, net inventories decreased to $165.6 million from $211.9 million at December 31, 2024, with the excess of current replacement costs over LIFO values also decreasing Inventories, net (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | New recreational vehicles | $154,566 | $188,918 | | Pre-owned recreational vehicles | $27,710 | $43,062 | | Parts, accessories and other | $4,274 | $8,396 | | Less: excess of current cost over LIFO | $(20,916) | $(28,430) | | Inventories, net | $165,634 | $211,946 | - Current replacement costs of LIFO inventories exceeded recorded values by $20.9 million as of June 30, 2025, a decrease from $28.4 million at December 31, 2024[35] NOTE 4 – INTANGIBLE ASSETS The company recorded non-cash impairment charges of $4.3 million for Q2 2025 and $7.2 million for H1 2025 on indefinite-lived intangible assets (trade names and trademarks). This impairment was primarily due to a significant decline in common stock market price and lower revenue projections, especially from recent divestitures - Non-cash impairment charge of $4.3 million for Q2 2025 and $7.2 million for H1 2025 on indefinite-lived intangible assets[39] - Impairment was primarily driven by a decrease in the Company's stock price and lower revenue projections resulting from recent divestitures[38][39] Intangible Assets, Net (in thousands) | Asset Type | June 30, 2025 | December 31, 2024 | | :-------------------------------------- | :------------ | :---------------- | | Amortizable intangible assets | $17,327 | $24,857 | | Non-amortizable intangible assets (Trade names and trademarks) | $22,900 | $30,100 | | Total | $40,227 | $54,957 | - Amortization expense related to intangible assets was $1.2 million (Q2 2025) and $2.5 million (H1 2025), down from $1.8 million (Q2 2024) and $4.1 million (H1 2024)[41] NOTE 5 – DISPOSITIONS AND ASSETS HELD FOR SALE The company completed several dealership divestitures in H1 2025, including five Camping World Sales, three General RV Sales, and one Fun Town RV Sale, generating total net proceeds of $171.3 million. These proceeds were used for debt repayments and working capital. The company also reclassified the Claremore, Oklahoma dealership and certain real estate as assets held for sale, recording a $3.4 million impairment charge on these assets - Completed five Camping World Sales for $113.9 million net proceeds, three General RV Sales for $47.0 million net proceeds, and one Fun Town RV Sale for $10.4 million net proceeds in H1 2025[43][46][47] - Total net proceeds of $171.3 million from divestitures were used for repayments of $86.8 million floor plan notes payable, $54.0 million term loan and mortgage debt, $6.7 million paid-in-kind interest, and working capital[43][46][47][224] - Claremore, Oklahoma dealership and certain real estate (Las Vegas, Waller, Aurora) were classified as assets held for sale as of June 30, 2025[50][51] - Recorded a $3.4 million loss on assets held for sale during Q2 and H1 2025[52] NOTE 6 – LEASES The company has financing leases for properties previously sold and leased back, with terms up to 20 years and renewal options. Operating leases cover property, equipment, and billboards. During H1 2025, several financing and operating leases were assigned to buyers as part of dealership divestitures - Financing leases result from failed sale-leaseback transactions, with implied interest rates from 5.0% to 7.9% and maturities between 2030 and 2047[53] - Operating leases cover property, equipment, and billboards, with related right-of-use (ROU) assets[55] - Assigned financing lease for Mesa, Arizona, and operating leases for Woodland, Sturtevant, Longmont, and a former Surprise, Arizona location due to divestitures in H1 2025[54][57] NOTE 7 – DEBT As of June 30, 2025, the company had a $245.0 million Floor Plan Credit Facility and $27.8 million outstanding on a Revolving Credit Facility (with zero remaining availability). The company entered into multiple waivers with M&T Bank and Coliseum to address defaults and facilitate asset sales, leading to a decrease in the Floor Plan Credit Facility commitment to $225.0 million post-June 30, 2025. The Coliseum term loan was fully repaid after June 30, 2025 - As of June 30, 2025, the Floor Plan Credit Facility had $185.5 million outstanding at 6.93% interest, and the Revolving Credit Facility had $27.8 million outstanding at 7.83% interest with zero remaining availability[58][66] - Multiple waivers and amendments (April 2025 M&T Waiver, Fourth Amendment, July 2025 M&T Waiver) were granted by M&T Bank to address defaults, consent to dealership sales, and waive amortization payments[59][60][118] - The Floor Plan Credit Facility commitment was permanently decreased from $245.0 million to $225.0 million by the July 2025 M&T Waiver[121] - The Coliseum term loan, with $3.7 million outstanding as of June 30, 2025, was fully repaid on August 1, 2025[108][122] Future Contractual Maturities of Total Debt (in thousands) | Year | Amount | | :--- | :----- | | Remainder of 2025 | $8,852 | | 2026 | $13,691 | | 2027 | $9,732 | | 2028 | $435 | | 2029 | $465 | | Thereafter | $10,974 | | Total | $44,149 | NOTE 8 – REVENUE AND CONCENTRATIONS Revenue is recognized at the point of delivery for vehicle sales and as services/parts are delivered. Commissions from financing and insurance are recognized at sale, with an allowance for charge-backs. Florida and Tennessee were significant revenue contributors, and the company has high supplier concentration with Thor Industries, Winnebago Industries, and Forest River - Revenue from vehicle sales is recognized on delivery and transfer of title, while parts and service revenue is recognized as delivered or approved[82] - Commissions from financing and insurance are recorded at the time of vehicle sale, with an allowance for future charge-backs totaling $8.7 million at June 30, 2025[83][84] Revenue by State (Three Months Ended June 30, 2025) | State | % of Total Revenue | | :-------- | :----------------- | | Florida | 43 % | | Tennessee | 13 % | | Colorado | 11 % | Supplier Concentrations (Three Months Ended June 30, 2025 RV and Replacement Parts Purchases) | Supplier | % of Total Purchases | | :------------------------ | :------------------- | | Thor Industries, Inc. | 58 % | | Winnebago Industries, Inc. | 21 % | | Forest River, Inc. | 19 % | NOTE 9 – EARNINGS (LOSS) PER SHARE The company computes basic and diluted EPS, retroactively adjusting for the July 11, 2025 reverse stock split. Due to net losses, all potentially dilutive common shares were considered anti-dilutive and excluded from diluted EPS calculations Basic and Diluted Loss Per Share | Period | Basic Loss per share | Diluted Loss per share | | :-------------------------- | :------------------- | :------------------- | | Three Months Ended June 30, 2025 | $(6.67) | $(6.67) | | Three Months Ended June 30, 2024 | $(96.53) | $(96.53) | | Six Months Ended June 30, 2025 | $(9.27) | $(9.27) | | Six Months Ended June 30, 2024 | $(146.57) | $(146.57) | - All potentially dilutive common shares were considered anti-dilutive and excluded from diluted EPS calculations due to net losses[90] - Weighted average shares used for EPS calculations were retroactively adjusted for the 1-for-30 reverse stock split effective July 11, 2025[92] NOTE 10 – COMMITMENTS AND CONTINGENCIES The company is party to various legal proceedings in the ordinary course of business, but does not believe their ultimate resolution will have a material adverse effect on its financial condition or operations. Lease obligations are detailed in Note 6 - The company is involved in multiple legal proceedings that arise in the ordinary course of business[95] - Management does not believe the ultimate resolution of these matters will have a material adverse effect on the company's business, results of operations, financial condition, or cash flows[95] NOTE 11 – STOCKHOLDERS' EQUITY This note reiterates the retroactive adjustment for the reverse stock split. It details stock-based compensation expense, shares available under incentive plans, and activity for stock options, restricted stock units, and warrants, all adjusted for the reverse stock split - All share and per share amounts have been retroactively adjusted for the 1-for-30 reverse stock split effective July 11, 2025[96] - Stock-based compensation expense recognized was $0.2 million for Q2 2025 and $0.5 million for H1 2025[97] - As of July 11, 2025 (post-split), there were 339,807 warrants outstanding with an exercise price of $114.90 per share[102] - As of July 11, 2025 (post-split), there were 10,012 perpetual non-redeemable prefunded warrants outstanding with an exercise price of $0.30 per share[103] NOTE 12 – FAIR VALUE MEASUREMENTS The company categorizes fair value measurements into three levels based on input observability. Impairment evaluations for intangible assets and assets held for sale use Level 3 and Level 2 fair value measurements, respectively. Changes in the fair value of warrant liabilities are recorded in the statements of operations - Fair value measurements are categorized into Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (unobservable inputs)[111] - Impairment evaluations for indefinite-lived intangible assets use Level 3 fair value measurements, while assets held for sale use Level 2 (estimated sales proceeds less cost to sell)[105] Changes in Level 3 Warrant Liability (in thousands) | Metric | Amount | | :-------------------------- | :----- | | Balance at December 31, 2024 | $5,709 | | Measurement adjustment | $(4,690) | | Balance at June 30, 2025 | $1,019 | NOTE 13 – RELATED PARTY TRANSACTIONS As of June 30, 2025, the company had a $3.7 million term loan outstanding with Coliseum Holdings I, LLC, a related party. This loan was fully repaid on August 1, 2025 - A term loan of $3.7 million was outstanding with Coliseum Holdings I, LLC, a related party, as of June 30, 2025[108] - The Coliseum term loan was fully repaid on August 1, 2025[109] NOTE 14 – SEGMENT INFORMATION The Chief Executive Officer, as the Chief Operating Decision Maker (CODM), has determined that Lazydays operates in a single reportable segment, encompassing all aspects of its RV dealership operations - The Company operates in a single reportable segment, which includes RV sales, repair, financing, insurance, parts, accessories, and campground facilities[110] - The CODM assesses overall performance and allocates resources based on consolidated net income (loss)[29][110] NOTE 15 – SUBSEQUENT EVENTS Post-June 30, 2025, the company completed a 1-for-30 reverse stock split on July 11, 2025, to regain Nasdaq compliance, which was confirmed on July 30, 2025. It also completed the sale of its Claremore, Oklahoma dealership for $14.9 million, with $3.1 million deposited into a blocked account with M&T Bank. Additionally, the company entered into a July 2025 M&T Waiver to address potential defaults and further reduced its Floor Plan Credit Facility commitment to $225.0 million, and fully repaid the Coliseum Loan Agreement - A 1-for-30 reverse stock split became effective on July 11, 2025, to meet Nasdaq minimum bid price requirements[112][113] - The company regained compliance with Nasdaq Listing Rule 5550(a)(2) on July 30, 2025[115] - Completed the sale of the Claremore, Oklahoma dealership on August 1, 2025, for $14.9 million gross proceeds, with $3.1 million deposited into a blocked account with M&T Bank[117] - Entered into a July 2025 M&T Waiver on July 31, 2025, granting temporary waivers for potential defaults and permanently decreasing the Floor Plan Credit Facility commitment to $225.0 million[118][121] - The outstanding loans under the Coliseum Loan Agreement were fully repaid on August 1, 2025[122] Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, highlighting significant revenue declines, net losses, and strategic dealership divestitures. It also discusses liquidity challenges, debt waivers, and industry trends, emphasizing the substantial doubt about the company's ability to continue as a going concern - Substantial doubt exists regarding the Company's ability to continue as a going concern due to recent net losses and limited liquidity[130][251] - The company completed strategic dealership divestitures in H1 2025, generating $171.3 million in net proceeds used for debt reduction and working capital[138][224] - Total revenue decreased by 44.3% for Q2 2025 and 41.2% for H1 2025, primarily due to dealership divestitures and decreased retail units sold[165][190] - Engaged in multiple waivers and amendments with M&T Bank and Coliseum to manage debt covenants and facilitate asset sales[144][145][149][154][156] Business Overview Lazydays, established in 1976, operates 13 RV dealerships across 10 states, offering a full range of RV products and services, including sales of new and pre-owned RVs, repair, financing, insurance, and parts. The company emphasizes its large inventory and strategic locations - Operates 13 dealerships in 10 states as of June 30, 2025, including what is believed to be the world's largest RV dealership near Tampa, Florida[128] - Offers a comprehensive selection of over 2,800 new and pre-owned RVs, with approximately 400 service bays and RV parts/accessories stores[129] - Primary revenue sources include RV sales (new, pre-owned, wholesale, consignment), RV repair and services, financing and insurance products, and after-market parts and accessories[127] Recent Developments The company completed the divestiture of nine dealerships in H1 2025, including sales to Camping World, General RV, and Fun Town RV, generating significant proceeds used for debt repayment. It also entered into several waivers and amendments with M&T Bank and Coliseum to manage debt obligations and facilitate asset sales, and completed a reverse stock split to regain Nasdaq compliance - Sold nine dealerships in H1 2025 (Elkhart, Surprise, Murfreesboro, Sturtevant, Woodland, Fort Pierce, Longmont, Mesa, Las Vegas), which generated $15.5 million (Q2 2025) and $55.7 million (H1 2025) in revenue, down from $71.7 million and $140.2 million in the prior year periods[138] - Completed five Camping World Sales for $113.9 million net proceeds, three General RV Sales for $47.0 million net proceeds, and one Fun Town RV Sale for $10.4 million net proceeds[139][141][142] - Entered into an agreement to sell the Claremore, Oklahoma dealership to Ron Hoover RV, which closed on August 1, 2025, for $14.9 million gross proceeds[143] - Secured multiple waivers and amendments from M&T Bank and Coliseum to address potential defaults, consent to asset sales, and manage credit facilities[144][145][149][154][156] - Effected a 1-for-30 reverse stock split on July 11, 2025, and regained Nasdaq compliance on July 30, 2025[159][161] Quarter-to-Date Results of Operations For the three months ended June 30, 2025, total revenue decreased by 44.3% to $131.3 million, and gross profit decreased by 27.9% to $34.2 million, primarily due to significant declines in new and pre-owned vehicle retail sales driven by divestitures. Despite lower sales, gross profit margins improved across most segments. The company reported a net loss of $24.6 million, an improvement from $44.2 million in the prior year, largely due to a significant decrease in income tax expense Key Financial Results (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Variance | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Total Revenue | $131,297 | $235,602 | $(104,305) | (44.3)% | | Total Gross Profit | $34,189 | $47,404 | $(13,215) | (27.9)% | | Net Loss | $(24,589) | $(44,221) | $19,632 | (44.4)% | Revenue Segment Performance (Three Months Ended June 30, in thousands) | Revenue Segment | 2025 | 2024 | Variance | % Change | | :---------------------- | :--- | :--- | :------- | :------- | | New vehicle retail | $77,463 | $143,333 | $(65,870) | (46.0)% | | Pre-owned vehicle retail | $29,461 | $57,254 | $(27,793) | (48.5)% | | Consignment vehicle | $2,078 | $562 | $1,516 | 269.8% | | Finance and insurance | $10,575 | $16,041 | $(5,466) | (34.1)% | | Service, body and parts | $10,850 | $15,144 | $(4,294) | (28.4)% | Gross Profit Margins (Three Months Ended June 30) | Segment | 2025 | 2024 | Change (bps) | | :---------------------- | :--- | :--- | :----------- | | New vehicle retail | 11.0% | 9.2% | 180 | | Pre-owned vehicle retail | 20.3% | 19.0% | 130 | | Finance and insurance | 96.7% | 96.0% | 70 | | Service, body and parts | 54.7% | 52.8% | 190 | - Impairment charges of $7.7 million were recorded in Q2 2025, including $4.3 million for indefinite-lived intangible assets and $3.4 million for assets held for sale[178][179] - Floor plan interest expense decreased by 42.7% to $3.3 million due to dealership divestitures[180] - Other interest expense increased by 26.7% to $7.4 million, primarily due to acceleration of unamortized debt discount and debt exit costs from term loan repayments[181][183] - Income tax benefit of $0.3 million in Q2 2025 compared to $23.8 million expense in Q2 2024, due to the valuation allowance on net operating loss[188] Year-to-Date Results of Operations For the six months ended June 30, 2025, total revenue decreased by 41.2% to $297.1 million, and gross profit decreased by 8.4% to $78.0 million. Net loss improved to $34.1 million from $66.2 million in the prior year, largely due to a significant decrease in income tax expense and lower loss from operations. Divestitures were a primary driver of revenue decline, while gross profit margins generally improved Key Financial Results (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Variance | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Total Revenue | $297,112 | $505,722 | $(208,610) | (41.2)% | | Total Gross Profit | $78,031 | $85,170 | $(7,139) | (8.4)% | | Net Loss | $(34,122) | $(66,201) | $32,079 | (48.5)% | Revenue Segment Performance (Six Months Ended June 30, in thousands) | Revenue Segment | 2025 | 2024 | Variance | % Change | | :---------------------- | :--- | :--- | :------- | :------- | | New vehicle retail | $174,982 | $296,024 | $(121,042) | (40.9)% | | Pre-owned vehicle retail | $70,134 | $136,282 | $(66,148) | (48.5)% | | Consignment vehicle | $3,567 | $644 | $2,923 | 453.9% | | Finance and insurance | $22,077 | $34,370 | $(12,293) | (35.8)% | | Service, body and parts | $23,426 | $28,885 | $(5,459) | (18.9)% | Gross Profit Margins (Six Months Ended June 30) | Segment | 2025 | 2024 | Change (bps) | | :---------------------- | :--- | :--- | :----------- | | New vehicle retail | 11.1% | 6.4% | 470 | | Pre-owned vehicle retail | 20.9% | 14.8% | 610 | | Finance and insurance | 96.5% | 96.1% | 40 | | Service, body and parts | 54.7% | 53.5% | 120 | - Impairment charges of $10.6 million were recorded in H1 2025, including $7.2 million for indefinite-lived intangible assets and $3.4 million for assets held for sale[201][202] - Floor plan interest expense decreased by 41.3% to $7.9 million due to dealership divestitures and lower borrowing rates[203] - Other interest expense increased by 31.0% to $13.6 million, primarily due to acceleration of unamortized debt discount and debt exit costs from term loan repayments[204] - Income tax benefit of $8 thousand in H1 2025 compared to $17.0 million expense in H1 2024, due to the valuation allowance on net operating loss[209] Non-GAAP Reconciliations The company provides non-GAAP financial measures, EBITDA and Adjusted EBITDA, and Adjusted Net Cash (Used In) Provided By Operating Activities, to offer additional insights into its core operating performance and cash flows, excluding certain non-cash or financing-related items EBITDA and Adjusted EBITDA (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------- | :------ | :------ | :------ | :------ | | Net loss | $(24,589) | $(44,221) | $(34,122) | $(66,201) | | EBITDA | $(10,858) | $(3,899) | $(4,722) | $(15,019) | | Adjusted EBITDA | $(6,240) | $(9,404) | $(10,265) | $(27,565) | - Adjusted EBITDA improved by $3.16 million for Q2 and $17.3 million for H1 year-over-year[213] Adjusted Net Cash Used in Operating Activities (in thousands) | Metric | H1 2025 | H1 2024 | Variance | | :---------------------------------- | :------ | :------ | :------- | | Net cash provided by operating activities | $7,358 | $101,315 | $(93,957) | | Net repayments on floor plan notes payable | $(120,723) | $(114,824) | $(5,899) | | Adjusted net cash used in operating activities | $(113,365) | $(13,509) | $(99,856) | - Adjusted net cash used in operating activities increased by $99.9 million in H1 2025, primarily due to floor plan notes payable repayments from divestiture proceeds[223] Liquidity and Capital Resources The company faces substantial doubt about its ability to continue as a going concern due to net losses and limited access to capital. Its liquidity needs are primarily for working capital, historically met by operations and credit facilities. Recent divestitures generated $172.0 million in net proceeds, used for significant debt repayments and working capital. The Floor Plan Credit Facility was reduced, and the Coliseum loan was repaid - Substantial doubt exists about the Company's ability to continue as a going concern due to net losses, accumulated deficit, and limited access to a revolving credit facility[251] - Cash and cash equivalents remained at $24.7 million as of June 30, 2025[10] - Net proceeds of $172.0 million from H1 2025 divestitures were used to repay $86.8 million floor plan notes payable, $54.0 million term loan and mortgage debt, and $6.7 million paid-in-kind interest[224] - The Floor Plan Credit Facility commitment was permanently decreased to $225.0 million from $245.0 million[121][237] - The Coliseum term loan was fully repaid on August 1, 2025[122][248] - Forecasted capital expenditures for fiscal year 2025 are expected to be less than $2.0 million, a significant decrease from 2024[224] Tax Legislation The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, introducing changes to U.S. federal income tax law with multiple effective dates. The company is currently assessing its impact on its financial statements - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, resulting in changes to U.S. federal income tax law[33][252] - The company is currently assessing the impact of the OBBBA on its financial statements[33][252] Industry Trends The RV industry is projected to have wholesale shipments between 320,400 and 353,500 units in 2025. While near-term demand is influenced by consumer confidence, interest rates, and discretionary spending, the company believes long-term demand for RVs will exceed pre-pandemic levels - The RV Industry Association (RVIA) forecasts 2025 wholesale unit shipments to range between 320,400 to 353,500 units, with a median of 333,700 units[253] - The company believes future retail demand for RVs over the longer term will exceed historical, pre-pandemic levels[253] Inflation Inflation has impacted the company's operations, particularly increasing new vehicle costs, freight, and logistics. This can adversely affect operating results if selling prices don't rise proportionally or demand declines. Inflation also increases floor plan interest and lease-related expenses - Experienced increased costs for new vehicles, freight, and logistics due to inflation[254][255] - Inflationary factors may adversely affect operating results if selling prices do not increase proportionately or if demand declines[256] - Inflationary increases also impact floor plan interest and lease-related expenses[256] Cyclicality RV vehicle sales are historically cyclical, mirroring general economic conditions, and are particularly influenced by consumer confidence, discretionary spending, fuel prices, interest rates, and credit availability - Unit sales of RV vehicles historically fluctuate with general economic cycles[257] - The industry is influenced by consumer confidence, discretionary spending, fuel prices, interest rates, and credit availability[257] Seasonality and Effects of Weather The company's operations typically see higher vehicle sales in the first half of the year, driven by consumer buying trends and favorable weather in southern and northern locations. Severe weather events, especially in Florida, pose risks to property, inventory, and dealership traffic - Operations generally experience modestly higher volumes of vehicle sales in the first half of each year[258] - Florida and Arizona locations benefit from warm winter climates, while northern locations see higher sales during spring[258] - Severe weather events, such as hurricanes in Florida, could cause significant damage to property and inventory and decrease dealership traffic[259] Critical Accounting Policies and Estimates There have been no material changes in the company's critical accounting policies and estimates during the six months ended June 30, 2025, from those disclosed in its 2024 Form 10-K - No material changes in critical accounting policies and estimates during the six months ended June 30, 2025[260] Item 3 – Quantitative and Qualitative Disclosures about Market Risk The company has elected scaled disclosure requirements available to smaller reporting companies, and therefore, information requested by this Item 3 is not applicable - Information requested by Item 3 is not applicable as the company has elected scaled disclosure requirements available to smaller reporting companies[261] Item 4 – Controls and Procedures As of June 30, 2025, the company's disclosure controls and procedures were not effective due to previously identified material weaknesses in internal control over financial reporting. These weaknesses relate to ineffective IT General Controls (ITGC) and insufficient resources/documentation. Management is actively implementing remediation efforts, including hiring key personnel and designing new controls - Disclosure controls and procedures were not effective as of June 30, 2025, due to previously identified material weaknesses in internal control over financial reporting[264] - Material weaknesses include ineffective design and implementation of Information Technology General Controls (ITGC) and insufficient resources/documentation for financial reviews[265] - Management believes the unaudited condensed consolidated financial statements fairly present financial position, results of operations, and cash flows in conformity with U.S. GAAP, despite the unremediated material weaknesses[266] Evaluation of Disclosure Controls and Procedures Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to previously identified material weaknesses in internal control over financial reporting, specifically regarding ITGCs and resource/documentation deficiencies - Disclosure controls and procedures were not effective as of June 30, 2025[264] - The ineffectiveness is attributed to previously identified material weaknesses in internal control over financial reporting[264] Ongoing Remediation Efforts to Address the Previously Identified Material Weaknesses The company is actively remediating material weaknesses by hiring a new CFO and CTO, assessing and hiring key personnel, and designing/implementing controls over change management and security administration for financial systems. Further steps include user role redesign and engaging third-party assistance for training - Hired a new Chief Financial Officer and Chief Technology Officer with requisite accounting and internal controls knowledge[268] - Designed and implemented controls over change management and security administration for all key financial systems[268] - Plans include performing user role redesign for certain systems and engaging third-party assistance for training programs[267][268] - Material weaknesses will not be considered remediated until actions are completed and operated effectively for a sufficient period of time[267] Changes in Internal Control over Financial Reporting Other than the ongoing remediation efforts for previously identified material weaknesses, there were no other material changes in internal controls over financial reporting during the period - No material changes in internal controls over financial reporting, apart from the ongoing remediation efforts for previously identified material weaknesses[269] PART II – OTHER INFORMATION Item 1A – Risk Factors This section refers readers to the risk factors disclosed in the company's 2024 Form 10-K, indicating no new material risk factors have been introduced in this quarterly report - Refers to the 'Risk Factors' section in the 2024 Form 10-K for relevant information[271] Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds The company made no unregistered sales of equity securities during the three months ended June 30, 2025 - No unregistered sales of equity securities occurred during the three months ended June 30, 2025[272] Item 5 – Other Information During the second quarter of 2025, none of the company's officers or directors adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by officers or directors in Q2 2025[273] Item 6 – Exhibits This section lists all exhibits filed with the Form 10-Q, including various asset purchase agreements, real estate purchase agreements, credit agreement amendments, waivers, and certifications - The section provides a comprehensive list of exhibits filed, including asset purchase agreements, real estate purchase agreements, credit agreement amendments, waivers, and certifications[274] Signatures The report is duly signed on behalf of Lazydays Holdings, Inc. by Jeff Needles, Chief Financial Officer, on August 14, 2025 - The report was signed by Jeff Needles, Chief Financial Officer, on August 14, 2025[281]