gorv-20250331

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


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-38424

Lazydays Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware						82-4183498
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


4042 Park Oaks Blvd, Tampa, Florida						33610
(Address of Principal Executive Offices)						(Zip Code)

813-246-4999

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock

GORV

Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

There were 110,225,760 shares of common stock, par value $0.0001, issued and outstanding as of May 8, 2025.


			Page
PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements			3

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			21

Item 3 – Quantitative and Qualitative Disclosures about Market Risk			34

Item 4 – Controls and Procedures			34

PART II – OTHER INFORMATION



Item 1A – Risk Factors			36

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			36





Item 5 – Other Information			36

Item 6 – Exhibits			37

Signatures			39


	March 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash	$	19,727	$	24,702
Receivables, net of allowance for doubtful accounts of $566 and $763	26,363		22,318
Inventories, net	182,607		211,946
Income tax receivable	1,695		6,116
Prepaid expenses and other	6,066		1,823
Current assets held for sale	16,049		86,869
Total current assets	252,507		353,774
Property and equipment, net	171,033		174,324
Operating lease right-of-use assets	12,875		13,812
Intangible assets, net	50,806		54,957

Other assets	3,724		3,216
Long-term assets held for sale	18,563		75,747
Total assets	$	509,508	$	675,830
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	23,452	$	22,426
Accrued expenses and other current liabilities	31,780		31,211
Floor plan notes payable, net of debt discount	210,920		306,036
Current portion of financing liability	2,880		2,792
Current portion of revolving credit facility	10,000		10,000
Current portion of long-term debt	346		1,168

Current portion of operating lease liability	3,366		3,711
Current liabilities related to assets held for sale	220		1,530
Total current liabilities	282,964		378,874
Long-term liabilities:
Financing liability, net of debt discount	75,226		76,007
Revolving credit facility	17,844		20,344
Long-term debt, net of debt discount	12,338		27,417
Related party debt, net of debt discount	7,189		36,217
Operating lease liability	9,886		10,592
Deferred income tax liability	1,820		1,348
Warrant liabilities	1,427		5,709
Other long-term liabilities	6,721		6,721
Long-term liabilities related to assets held for sale	13,729		23,001
Total liabilities	429,144		586,230
Commitments and contingencies - see Note 10

Stockholders’ Equity

Common stock, $0.0001 par value; 500,000,000 shares authorized; 113,537,980 and 113,227,173 shares issued; and 110,125,758 and 109,814,951 shares outstanding	10		10
Additional paid-in capital	261,762		261,465
Treasury stock, at cost, 3,412,222 and 3,412,222 shares	(57,128)		(57,128)
Retained deficit	(124,280)		(114,747)
Total stockholders’ equity	80,364		89,600
Total liabilities and stockholders’ equity	$	509,508	$	675,830


	Three Months Ended March 31,
	2025		2024
Revenue
New vehicle retail	$	97,519	$	152,691
Pre-owned vehicle retail	40,673		78,644
Vehicle wholesale	2,056		6,249
Consignment vehicle	1,489		466
Finance and insurance	11,502		18,329
Service, body and parts and other	12,576		13,741
Total revenue	165,815		270,120
Cost applicable to revenue
New vehicle retail	86,672		147,055
Pre-owned vehicle retail	31,994		69,733
Vehicle wholesale	2,120		8,460
Finance and insurance	434		693
Service, body and parts and other	5,698		6,287
LIFO	(4,945)		126
Total cost applicable to revenue	121,973		232,354
Gross profit	43,842		37,766
Depreciation and amortization	4,582		5,461
Selling, general, and administrative expenses	38,629		48,886
Impairment charges	2,900		—
Loss from operations	(2,269)		(16,581)
Other income (expense):
Floor plan interest expense	(4,590)		(7,676)
Other interest expense	(6,169)		(4,523)
Change in fair value of warrant liabilities	4,282		—
Loss on sale of businesses, property and equipment	(459)		—
Total other expense, net	(6,936)		(12,199)
Loss before income taxes	(9,205)		(28,780)
Income tax (expense) benefit	(328)		6,800
Net loss	(9,533)		(21,980)
Dividends on Series A convertible preferred stock	—		(1,984)
Net loss and comprehensive loss attributable to common stock and participating securities	$	(9,533)	$	(23,964)

Loss per share:
Basic	$	(0.09)	$	(1.67)
Diluted	$	(0.09)	$	(1.67)
Weighted average shares used for EPS calculations:
Basic	110,300,452		14,368,677
Diluted	110,300,452		14,368,677


	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings (Deficit)		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2024	113,227,173	$	10	3,412,222	$	(57,128)	$	261,465	$	(114,747)	$	89,600
Stock-based compensation	—	—		—	—		297		—		297
Issuance of vested restricted stock units, net of shares withheld for taxes	231,368	—		—	—		—		—		—
Shares issued pursuant to the Employee Stock Purchase Plan	79,439	—		—	—		—		—		—
Net loss	—	—		—	—		—		(9,533)		(9,533)
Balance as of March 31, 2025	113,537,980	$	10	3,412,222	$	(57,128)	$	261,762	$	(124,280)	$	80,364


Location			Number of Dealerships
Arizona			2
Colorado			2
Florida			3
Tennessee			2
Minnesota			2
Iowa			1
Nevada			1
Ohio			1
Oklahoma			1
Oregon			1
Utah			1


(In thousands)	As Reported (Unaudited)		Adjustment (Unaudited)		Revised (Unaudited)
Three Months Ended March 31, 2024:
Total revenues	$	270,586	$	(466)	$	270,120
Total cost applicable to revenues	232,820		(466)		232,354
Gross profit	$	37,766	$	—	$	37,766


(In thousands)
Remainder of 2025	$	3,755
2026	4,328
2027	4,018
2028	4,018
2029	4,015
Thereafter	3,472
Total	$	23,606


(In thousands)
Remainder of 2025	$	8,846
2026	17,857
2027	9,750
2028	435
2029	465
Thereafter	14,875
Total	$	52,228


	Three Months Ended March 31, 2025
	2025		2024
Thor Industries, Inc.	56	%	40	%
Winnebago Industries, Inc.	19	%	29	%
Forest River, Inc.	22	%	24	%


	Three Months Ended March 31,
(In thousands, except share and per share data)	2025		2024
Basic loss per share:
Net loss attributable to common stock and participating securities used to calculate basic loss per share	$	(9,533)	$	(23,964)
Weighted average common shares outstanding	110,000,095		14,068,320
Dilutive effect of pre-funded warrants	300,357		300,357
Weighted average shares outstanding for EPS	110,300,452		14,368,677
Basic loss per share	$	(0.09)	$	(1.67)

Diluted loss per share:
Net loss attributable to common stock and participating securities used to calculate diluted loss per share	$	(9,533)	$	(23,964)


(In thousands)	March 31, 2025		December 31, 2024
New recreational vehicles	$	170,628	$	188,918
Pre-owned recreational vehicles	28,664		43,062
Parts, accessories and other	5,739		8,396
	205,031		240,376
Less: excess of current cost over LIFO	(22,424)		(28,430)
Inventories, net	$	182,607	$	211,946


	March 31, 2025						December 31, 2024
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Asset Value		Gross Carrying Amount		Accumulated Amortization		Net Asset Value
Amortizable intangible assets:
Manufacturer relationships	$	45,649	$	26,236	$	19,413	$	45,649	$	25,204	$	20,445
Customer relationships	10,050		5,870		4,180		10,050		5,655		4,395
Non-compete agreements	230		217		13		230		213		17
	55,929		32,323		23,606		55,929		31,072		24,857
Non-amortizable intangible assets:
Trade names and trademarks	27,200		—		27,200		30,100		—		30,100
Total	$	83,129	$	32,323	$	50,806	$	86,029	$	31,072	$	54,957

SEC Form 10-Q filed by Lazydays Holdings Inc.