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, 2025 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) ...

Financial Data and Key Metrics Changes - Net sales for the quarter were $166 million, a decrease of $104 million or 39% compared to the prior year period, driven by a deliberate reduction of inventory and lower store count [17][18] - Gross profit for the quarter was $44 million, an increase of $6 million compared to the prior year period [18] - SG&A expenses improved to $39 million for the quarter compared to $49 million in the prior year period, primarily due to reduced overhead personnel and marketing expenses [18][19] - The company achieved a gross margin of 24% excluding LIFO adjustments, representing a 10% increase compared to the prior year [18] - Adjusted EBITDA loss was $4 million, an improvement compared to the loss of $18 million in the prior year period [19] Business Line Data and Key Metrics Changes - New unit sales were down 36% or 912 units in the quarter, while average selling price for new units was 15% better for the quarter [16] - Pre-owned retail unit sales were down 48% or 655 units during the quarter, reflective of divestitures [16] - Gross margins for new vehicles were 11% for the quarter, a 7% increase compared to the prior year period, while used vehicle gross margins were 21%, a 10% increase [17] Market Data and Key Metrics Changes - New inventory comprised of 82% model year 2025 and 2026 units, up significantly from last quarter [13] - The company noted a shift towards single axle towables and first-time buyers, with motorized inventory sales improving 11% in the first quarter versus the fourth quarter [13] Company Strategy and Development Direction - The company outlined a two-part strategy focused on optimizing dealership footprint and maximizing operational performance [5] - The sale of five dealerships to Camping World allowed the company to significantly deleverage its balance sheet by repaying approximately $145 million in debt [6] - The company entered into a letter of intent to divest three additional stores, aiming to refine its footprint and reinforce its financial position [7] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the RV lifestyle's affordability and consumer attraction despite potential tariff impacts [9] - The company is closely monitoring customer demand and macroeconomic trends, including tariffs and supply chain shortages [13] - Management remains committed to strengthening the balance sheet to support long-term growth and stability [20] Other Important Information - The company reported a loss from operations of $2.3 million for the quarter, which included non-cash impairment charges of $2.9 million [19] - The company reduced debt by $145 million during the quarter, contributing to meaningful deleveraging [19] Q&A Session Summary - No questions were fielded following the conclusion of prepared remarks, and the call concluded without a Q&A session [4]

Total revenue for the first quarter 2025 was $165.8 million compared to $270.1 million for the same period in 2024. Loss from operations for the first quarter 2025 was $2.3 million compared to $16.6 million for the same period in 2024. We recognized impairment charges of $2.9 million related to indefinite-lived intangible assets during the first quarter 2025. First quarter 2025 net loss was $9.5 million compared to net loss of $22.0 million for the same period in 2024. First quarter 2025 Adjusted EBITDA, a ...

Company Operations - As of December 31, 2024, Lazydays Holdings operated 22 RV dealerships across the United States, employing approximately 1,100 people[17][19]. - The company has over 400 service bays and employs more than 270 skilled technicians, focusing on service, body, and parts as a strategic growth area[167]. - The company employs approximately 1,100 people across its 22 dealership locations, providing extensive RV expertise to customers[159]. - The company leases 17 of the 22 real properties where it operates, with leases generally ranging from three to twenty years[82]. Financial Performance - Total revenue for the year ended December 31, 2024, was $871.6 million, a decrease of $211.2 million or 19.5% compared to 2023[182]. - New vehicle retail revenue decreased by $118.7 million, or 18.8%, primarily due to a 4.9% decrease in units sold and a 14.6% decrease in average selling price[184]. - Pre-owned vehicle retail revenue decreased by $98.4 million, or 30.4%, due to a 15.5% decrease in retail units sold and a 17.6% decrease in average selling price[187]. - Total gross profit for 2024 was $160.9 million, down $67.9 million or 29.7% from 2023[182]. - SG&A expenses increased to $200.1 million, a rise of $1.8 million or 0.9%, with SG&A as a percentage of revenue increasing to 23.0% from 18.3%[195]. - The company incurred a net loss of $180.0 million for the year ended December 31, 2024, with an accumulated deficit of $131.0 million[58]. - Adjusted EBITDA for 2024 was -$58,661 thousand, a decline from $11,618 thousand in 2023, reflecting operational challenges[206]. - Net cash provided by operating activities was $94,354 thousand in 2024, a significant improvement from -$36,480 thousand in 2023[212]. - Adjusted net cash used in operating activities was -$46,756 thousand in 2024, compared to $33,299 thousand in 2023, reflecting changes in floor plan notes payable[215]. Market and Industry Insights - The RV industry is characterized by a strong commitment from approximately 11.2 million U.S. households that own an RV, indicating a stable market for RV-related products and services[30]. - The RV industry is cyclical, influenced by economic conditions, which may lead to fluctuations in sales and operating results[78]. - Competition in the RV market is fragmented, and the company faces challenges from both existing and new competitors[76]. - Economic uncertainties, including rising interest rates and inflation, could adversely affect consumer spending and, consequently, the company's financial performance[73]. Strategic Initiatives - Lazydays launched a rebranding effort in January 2024, including a new stock symbol "GORV" and enhancements to its digital retail experience, which is crucial as over 80% of website traffic comes from mobile devices[22]. - Lazydays aims to improve operational performance and profitability through an entrepreneurial model and performance-based action plans at each dealership location[25]. - The company has identified material weaknesses in its internal control over financial reporting, particularly in information technology general controls[61]. - The company’s success is dependent on maintaining strong brand value, which requires substantial investments in marketing and customer experience[71]. Debt and Compliance - As of December 31, 2024, the company had cash and cash equivalents of $24.7 million and total debt obligations of $495.1 million, which includes $306.0 million in floor plan notes payable[58]. - The company received a notice from Nasdaq on January 23, 2025, indicating that its common stock bid price had been below the minimum $1.00 requirement for 30 consecutive business days[49]. - The company has until July 22, 2025, to regain compliance with the Nasdaq bid price requirement, with the possibility of an additional 180-day period if necessary[50][51]. - The company must maintain a minimum liquidity of $7.5 million under the M&T Credit Agreement, which is subject to monthly compliance[127]. - The company has eliminated its ability to borrow new loans under the revolving credit facility, limiting its access to general working capital[123]. Risks and Challenges - The company faces substantial doubt about its ability to continue as a going concern due to its financial condition and reliance on generating positive cash inflows[58][60]. - The company must effectively manage inventory to align with changing consumer preferences, or it risks excess inventory and declining revenues[72]. - Disruptions in relationships with third-party service providers could negatively impact the company's ability to market and sell its products[89]. - The company may face product liability claims related to the products sold, which could negatively impact its brand image and financial condition[119]. - The company is subject to complex federal and state regulations regarding the sale of extended service contracts, which could affect revenue recognition and operational compliance[107]. Asset Management - The company entered into an Asset Purchase Agreement to sell RV sales and service businesses for approximately $1.0 million per facility, plus additional cash for RV inventory and service work in process[23]. - The company sold certain real estate for approximately $48.5 million in cash as part of the Camping World Sales[168]. - The company recorded impairment charges of $17.7 million for definite-lived intangible assets associated with dealerships held for sale during the year ended December 31, 2024[104]. - The company recognized a goodwill impairment charge of $118.0 million in 2023[197]. Cybersecurity and Compliance - The company has a comprehensive cybersecurity program with a governance structure led by the Chief Technical Officer, who provides quarterly reports to the Board of Directors[143][144]. - The company has not identified any material risks from cybersecurity threats that could affect its business strategy or financial condition[142]. - The company is currently in compliance with the Payment Card Industry Data Security Standard, but future compliance is uncertain and breaches could have serious repercussions[101]. Shareholder Information - As of December 31, 2024, the company had outstanding warrants to purchase 10,194,174 shares of common stock at an exercise price of $3.83 per share, which may dilute existing stockholders[130]. - Coliseum Holdings owns 72% of the company’s common stock, which may influence management decisions and future capital raising efforts[133].

Financial Data and Key Metrics Changes - In the fourth quarter, net sales were $160 million, a decrease of $38 million or 19% compared to the same period in 2023, aligning with planned lower volumes [25] - New unit sales declined by 7% or approximately 92 units, while the average selling price for new units grew by 3% [24] - Pre-owned retail unit sales, including consigned vehicles, were down 23% or 268 units during the quarter [25] - SG&A expenses increased to $53 million for the quarter from $46 million in the prior year, primarily due to higher transaction and legal expenses related to restructuring [26] - Adjusted EBITDA loss was $24 million compared to a loss of $11 million in the prior year period [27] Business Line Data and Key Metrics Changes - On a same-store basis, there was a decline in both new and used unit volume, partially offset by improved gross profit per unit sold [15] - Total gross margin was 19% in the fourth quarter compared to 21% in the third quarter of 2024; excluding inventory and LIFO adjustments, gross margin was 23% [16] - Finance and Insurance (F&I) revenue was over $6,000 per unit, up 3% relative to the third quarter [16] Market Data and Key Metrics Changes - The company’s new inventory is comprised of 75% model year 2025 units and 25% prior model year units, with over 77% of new inventory being towable products [17] - Motorized inventory decreased by 44% from the prior year's period due to aggressive inventory management [18] Company Strategy and Development Direction - The company is focused on rightsizing its dealership portfolio to de-lever its balance sheet and improve earnings power [9] - A letter of intent has been signed to divest three locations, which will add cash to the balance sheet and reduce indebtedness [11] - The company aims to improve operational performance across all functional areas of its dealerships, including inventory, sales, service, F&I, and marketing [21] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that 2024 was a year of significant transformation and that the company is executing a turnaround plan [7] - There is optimism that the company is near the bottom of a prolonged market down cycle, with expectations for future retail demand for RVs to return to historical levels [21] - Management expressed confidence in the company’s ability to drive improved results for stakeholders [27] Other Important Information - The company completed a comprehensive recapitalization, including a $30 million common equity investment and the exchange of convertible preferred stock for common stock [7] - The company reduced floor plan debt by $11 million and term loan debt by $6 million during the quarter [27] Q&A Session Summary - No questions were fielded following the prepared remarks, and the call concluded without a Q&A session [5][30]

Financial Performance - Total revenue for Q4 2024 was $159.9 million, a decrease of 19.1% from $198.0 million in Q4 2023[2] - Net loss for Q4 2024 was $96.1 million, an improvement from a net loss of $108.0 million in Q4 2023[3] - Adjusted EBITDA for Q4 2024 was $(24.3) million, compared to $(10.7) million in Q4 2023[3] - Total revenue for the fiscal year 2024 was $871.6 million, down 19.5% from $1,082.7 million in 2023[2] - Net loss for the fiscal year 2024 was $180.0 million, compared to a net loss of $110.3 million in 2023[4] - Net loss per diluted share for the fiscal year 2024 was $8.90, compared to $8.45 in 2023[4] - Net loss for the year ended December 31, 2024, was $(179,963) thousand, an increase from $(110,266) thousand in 2023[24] Operational Metrics - New vehicle retail gross profit margin decreased to 11.2% in Q4 2024 from 12.8% in Q4 2023, while pre-owned vehicle retail gross profit margin fell to 10.7% from 17.4%[18] - Total retail units sold decreased to 2,068 in Q4 2024 from 2,428 in Q4 2023, with new vehicle retail units sold at 1,172 compared to 1,264 in the prior year[18] - Average selling price per new vehicle retail increased to $80,801 in Q4 2024 from $78,600 in Q4 2023, while average selling price for pre-owned vehicles decreased to $50,247 from $62,228[18] Asset and Liability Management - Total assets decreased to $675.83 million in 2024 from $937.74 million in 2023, with current assets dropping to $353.77 million from $546.90 million[19] - Total liabilities decreased to $602.48 million in 2024 from $724.55 million in 2023, with current liabilities dropping to $378.87 million from $499.98 million[19] - Cash at the end of the period decreased to $24.70 million in 2024 from $58.09 million in 2023[20] Impairment and Charges - The company recognized impairment charges of $39.1 million in Q4 2024 related to assets held for sale[3] - Impairment charges for the year were $39,093 thousand, consistent with the previous year[24] Interest and Expenses - Interest expense, net, increased to $46,914 thousand for the year ended December 31, 2024, up from $34,882 thousand in 2023[24] - Depreciation and amortization expenses rose to $20,625 thousand in 2024, compared to $18,512 thousand in 2023[24] - The company reported a significant increase in floor plan interest expense, totaling $25,036 thousand for 2024, compared to $24,820 thousand in 2023[24] - Stock-based compensation expense decreased to $1,751 thousand in 2024 from $2,249 thousand in 2023[24] Cash Flow and Recovery - The company experienced a net cash provided by operating activities of $94.35 million in 2024, a significant recovery from a net cash used of $36.48 million in 2023[20] Strategic Initiatives - Lazydays signed a letter of intent to divest three store locations, which is expected to strengthen the balance sheet and reduce indebtedness[6] - The company completed sales of several facilities to Camping World, although two dealership closings were not completed[7] - The company is focused on maximizing operational performance and ensuring the right dealership footprint for long-term shareholder value[2] - The company aims to use Adjusted EBITDA to monitor operating results and evaluate business performance moving forward[23]

Strategic divestiture further streamlines Lazydays' operational footprint TAMPA, Fla., March 31, 2025 /PRNewswire/ -- Lazydays Holdings, Inc. (NASDAQCM: GORV) ("Lazydays" or the "Company") announced today that it has signed a letter of intent (the "LOI") to divest three store locations to General RV Center ("General RV"). The LOI is generally nonbinding, with the exception of a 75- day exclusivity provision relating to the three stores. The stores are located in Ft. Pierce, Florida, Longmont, Colorado, and ...

Company Overview - Lazydays Holdings, Inc. has been a significant player in the RV industry since its establishment in 1976, known for exceptional RV sales, service, and ownership experiences [3] - The company has built strong relationships with RV enthusiasts and their families, who depend on Lazydays for their RV needs [3] Product and Service Offering - Lazydays offers a wide selection of RV brands from top manufacturers, state-of-the-art service facilities, and a comprehensive range of accessories and parts [4] - The company aims to be the primary destination for RV enthusiasts, providing outstanding support and guidance for both seasoned RVers and newcomers [4] Financial Reporting - Lazydays will announce its fourth quarter and fiscal year 2024 financial results before the market opens on March 31, 2025 [1] - A conference call to discuss these results is scheduled for the same day at 8:30 a.m. Eastern Time [1]

Core Points - Lazydays Holdings, Inc. has successfully closed its rights offering, issuing a total of 35,882 shares of common stock at a subscription price of $1.03 per share [2][3] - The company raised approximately $36,958.46 in gross proceeds from the rights offering, which will be used for working capital and general corporate purposes, including repayment of indebtedness [3] - The rights that were not exercised by the deadline expired and the offering is terminated for those shares [4] Company Overview - Lazydays has been a significant player in the RV industry since 1976, known for exceptional RV sales, service, and ownership experiences [7] - The company offers a wide selection of RV brands, state-of-the-art service facilities, and a comprehensive range of accessories, making it a go-to destination for RV enthusiasts [8] - Lazydays is publicly listed on the Nasdaq stock exchange under the ticker "GORV" [9]

Core Viewpoint - Lazydays Holdings, Inc. has announced the effectiveness of its rights offering, allowing existing shareholders to purchase additional shares at a specified price, with the aim of raising approximately $23.64 million for working capital and debt repayment [1][4]. Rights Offering Details - The rights offering will distribute one non-transferable right for every share of common stock owned as of January 13, 2025, allowing holders to purchase 1.27 shares at a subscription price of $1.03 per share [2][4]. - Holders who fully exercise their basic subscription rights may also participate in an over-subscription right to purchase any unsubscribed shares, subject to pro rata allocation [3]. Financial Projections - If fully subscribed, the company expects to issue approximately 24,271,844 shares of common stock and receive net proceeds of about $23,639,500 after deducting estimated offering expenses [4]. Subscription Process - Rights certificates and a prospectus will be mailed to eligible holders starting January 14, 2025, with the subscription period ending on February 5, 2025 [5][6]. - Shares issued from the rights offering will be listed on Nasdaq under the symbol "GORV," while the rights themselves will not be transferable or listed on any exchange [7]. Company Background - Lazydays has been a significant player in the RV industry since 1976, known for its exceptional RV sales and services, and aims to maintain strong relationships with RV enthusiasts [12][13].