SEC Form 10-Q filed by Lazydays Holdings Inc.

8/14/25 4:08:18 PM ET

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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 June 30, 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 3,735,655 shares of common stock, par value $0.0001, issued and outstanding as of August 7, 2025. The foregoing takes into account the reverse stock split of the registrant’s common stock that became effective at 5:00 pm Eastern time on July 11, 2025. The registrant’s common stock began trading on a post-reverse split adjusted basis at the open of the market on July 14, 2025.

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Lazydays Holdings, Inc.

Form 10-Q for the Quarter Ended June 30, 2025

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			Page
PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements			3

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			24

Item 3 – Quantitative and Qualitative Disclosures about Market Risk			44

Item 4 – Controls and Procedures			44

PART II – OTHER INFORMATION



Item 1A – Risk Factors			47

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			47





Item 5 – Other Information			47

Item 6 – Exhibits			48

Signatures			50

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Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share data)


	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash	$	24,702	$	24,702
Receivables, net of allowance for doubtful accounts of $616 and $763	19,879		22,318
Inventories, net	165,634		211,946
Income tax receivable	708		6,116
Prepaid expenses and other	5,631		1,823
Current assets held for sale	6,495		86,869
Total current assets	223,049		353,774
Property and equipment, net	128,139		174,324
Operating lease right-of-use assets	8,784		13,812
Intangible assets, net	40,227		54,957
Other assets	2,977		3,216
Long-term assets held for sale	25,888		75,747
Total assets	$	429,064	$	675,830
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	19,459	$	22,426
Accrued expenses and other current liabilities	24,029		31,211
Floor plan notes payable, net of debt discount	185,460		306,036
Current portion of financing liability	2,673		2,792
Current portion of revolving credit facility	10,000		10,000
Current portion of long-term debt	352		1,168
Current portion of operating lease liability	2,300		3,711
Current liabilities related to assets held for sale	71		1,530
Total current liabilities	244,344		378,874
Long-term liabilities:
Financing liability, net of debt discount	86,011		76,007
Revolving credit facility	17,826		20,344
Long-term debt, net of debt discount	12,251		27,417
Related party debt, net of debt discount	3,111		36,217
Operating lease liability	6,813		10,592
Deferred income tax liability	1,587		1,348
Warrant liabilities	1,019		5,709
Other long-term liabilities	—		6,721
Long-term liabilities related to assets held for sale	153		23,001
Total liabilities	373,115		586,230
Commitments and contingencies - see Note 10
Stockholders’ Equity
Common stock, $0.0001 par value; 500,000,000 shares authorized; 3,849,396 and 3,774,239 shares issued; and 3,735,655 and 3,660,498 shares outstanding(1)	—		—
Additional paid-in capital(1)	261,946		261,475
Treasury stock, at cost, 113,741 and 113,741 shares	(57,128)		(57,128)
Retained deficit	(148,869)		(114,747)
Total stockholders’ equity	55,949		89,600
Total liabilities and stockholders’ equity	$	429,064	$	675,830

(1) Amounts have been adjusted to reflect the reverse stock split effective on July 11, 2025. Refer to Note 2 - Basis of Presentation and Critical Accounting Policies for further information.

See the accompanying notes to the unaudited condensed consolidated financial statements.

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LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

(In thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue
New vehicle retail	$	77,463	$	143,333	$	174,982	$	296,024
Pre-owned vehicle retail	29,461		57,254		70,134		136,282
Vehicle wholesale	870		3,268		2,926		9,517
Consignment vehicle	2,078		562		3,567		644
Finance and insurance	10,575		16,041		22,077		34,370
Service, body and parts and other	10,850		15,144		23,426		28,885
Total revenue	131,297		235,602		297,112		505,722
Cost applicable to revenue
New vehicle retail	68,960		130,138		155,632		277,193
Pre-owned vehicle retail	23,482		46,354		55,476		116,087
Vehicle wholesale	913		3,597		3,033		12,057
Finance and insurance	344		644		778		1,337
Service, body and parts and other	4,917		7,150		10,615		13,437
LIFO	(1,508)		315		(6,453)		441
Total cost applicable to revenue	97,108		188,198		219,081		420,552
Gross profit	34,189		47,404		78,031		85,170
Depreciation and amortization	3,400		4,956		7,982		10,417
Selling, general, and administrative expenses	35,826		52,010		74,455		100,896
Impairment charges	7,676		—		10,576		—
Loss from operations	(12,713)		(9,562)		(14,982)		(26,143)
Other income (expense):
Floor plan interest expense	(3,269)		(5,708)		(7,859)		(13,384)
Other interest expense	(7,398)		(5,837)		(13,567)		(10,360)
Change in fair value of warrant liabilities	407		(337)		4,689		(337)
(Loss) gain on sale of businesses, property and equipment	(1,952)		1,044		(2,411)		1,044
Total other expense, net	(12,212)		(10,838)		(19,148)		(23,037)
Loss before income taxes	(24,925)		(20,400)		(34,130)		(49,180)
Income tax benefit (expense)	336		(23,821)		8		(17,021)
Net loss	(24,589)		(44,221)		(34,122)		(66,201)
Dividends on Series A convertible preferred stock	—		(2,031)		—		(4,015)
Net loss and comprehensive loss attributable to common stock and participating securities	$	(24,589)	$	(46,252)	$	(34,122)	$	(70,216)

Loss per share(1):
Basic(1)	$	(6.67)	$	(96.53)	$	(9.27)	$	(146.57)
Diluted(1)	$	(6.67)	$	(96.53)	$	(9.27)	$	(146.57)
Weighted average shares used for EPS calculations(1):
Basic(1)	3,684,277		479,163		3,680,539		479,060
Diluted(1)	3,684,277		479,163		3,680,539		479,060

(1) Amounts have been adjusted to reflect the reverse stock split effective on July 11, 2025. Refer to Note 2 - Basis of Presentation and Critical Accounting Policies for further information.

See the accompanying notes to the unaudited condensed consolidated financial statements.

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LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands, except share data)


	Common Stock			Treasury Stock			Additional Paid-in Capital(1)		Retained Earnings (Deficit)		Total Stockholders’ Equity
	Shares(1)	Amount(1)		Shares(1)	Amount
Balance as of December 31, 2024	3,774,239	$	—	113,741	$	(57,128)	$	261,475	$	(114,747)	$	89,600
Stock-based compensation	—	—		—	—		297		—		297
Issuance of vested restricted stock units, net of shares withheld for taxes	7,712	—		—	—		—		—		—
Shares issued pursuant to the Employee Stock Purchase Plan	2,648	—		—	—		—		—		—
Net loss	—	—		—	—		—		(9,533)		(9,533)
Balance as of March 31, 2025	3,784,599	$	—	113,741	$	(57,128)	$	261,772	$	(124,280)	$	80,364
Stock-based compensation	—	—		—	—		174		—		174
Issuance of vested restricted stock units, net of shares withheld for taxes	5,614	—		—	—		—		—		—
Reverse stock split rounding adjustment	59,183	—		—	—		—		—		—
Net loss	—	—		—	—		—		(24,589)		(24,589)
Balance as of June 30, 2025	3,849,396	$	—	113,741	$	(57,128)	$	261,946	$	(148,869)	$	55,949


	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings (Deficit)		Total Stockholders’ Equity
	Shares(1)	Amount		Shares(1)	Amount
Balance as of December 31, 2023	582,567	$	—	113,741	$	(57,128)	$	165,988	$	48,137	$	156,997
Stock-based compensation	—	—		—	—		509		—		509
Issuance of vested restricted stock units, net of shares withheld for taxes	274	—		—	—		—		—		—
Dividends on Series A preferred stock	—	—		—	—		—		(1,984)		(1,984)
Net loss	—	—		—	—		—		(21,980)		(21,980)
Balance as of March 31, 2024	582,841	$	—	113,741	$	(57,128)	$	166,497	$	24,173	$	133,542
Stock-based compensation	—	—		—	—		595		—		595
Issuance of vested restricted stock units, net of shares withheld for taxes	1,858	—		—	—		—		—		—
Shares issued pursuant to the Employee Stock Purchase Plan	1,243	—		—	—		113		—		113
Dividends on Series A preferred stock	—	—		—	—		(2,031)		—		(2,031)
Net loss	—	—		—	—		—		(44,221)		(44,221)
Balance as of June 30, 2024	585,942	—		113,741	$	(57,128)	$	165,174	$	(20,048)	$	87,998

(1) Amounts have been adjusted to reflect the reverse stock split effective on July 11, 2025. Refer to Note 2 - Basis of Presentation and Critical Accounting Policies for further information.

See the accompanying notes to the unaudited condensed consolidated financial statements.

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LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


	Six Months Ended June 30,
	2025		2024
Operating Activities
Net loss	$	(34,122)	$	(66,201)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation	471		1,104
Bad debt expense	516		76
Depreciation of property and equipment	5,516		6,346
Amortization of intangible assets	2,466		4,070
Amortization of debt discount	5,730		506
Non-cash operating lease expense	(253)		(217)
Loss (gain) on sale of businesses, property and equipment	2,411		(1,044)
Deferred income taxes	239		16,375
Change in fair value of warrant liabilities	(4,689)		337
Impairment charges	10,576		—
Changes in operating assets and liabilities:
Receivables	1,923		(6,188)
Inventories	31,114		141,705
Prepaid expenses and other	(3,319)		(2,293)
Income tax receivable	5,408		744
Other assets	241		(424)
Accounts payable, accrued expenses and other liabilities	(16,870)		6,419
Net cash provided by operating activities	7,358		101,315
Investing Activities
Net proceeds from sale of businesses, property and equipment	171,977		2,950
Purchases of property and equipment	(53)		(12,917)
Net cash provided by (used) in investing activities	171,924		(9,967)
Financing Activities
Net repayments under M&T bank floor plan	(120,723)		(114,824)
Principal repayments on revolving credit facility	(2,518)		(5,000)
Principal repayments on long-term debt and financing liabilities	(56,041)		(1,317)
Proceeds from issuance of long-term debt and financing liabilities	—		16,429
Loan issuance costs	—		(2,812)
Proceeds from shares issued pursuant to the Employee Stock Purchase Plan	—		113
Net cash used in financing activities	(179,282)		(107,411)
Net decrease in cash	—		(16,063)
Cash, beginning of period	24,702		58,085
Cash, end of period	$	24,702	$	42,022

See the accompanying notes to the unaudited condensed consolidated financial statements.

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LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Lazydays Holdings, Inc. (“Lazydays,” “we,” “us,” “our,” or the “Company”), through its wholly owned operating subsidiaries, manages and operates recreational vehicle (“RV”) dealerships across the United States. Our operations primarily consist of selling and servicing new and pre-owned RVs, arranging financing and extended service contracts for RV sales through third-party financing sources and extended warranty providers, and selling related parts and accessories.

As of June 30, 2025, we had 13 dealerships in the following locations:


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

NOTE 2 – BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

Basis of Presentation

These condensed consolidated financial statements contain unaudited information as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024. The unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America for annual financial statements are not included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the information when read in conjunction with our audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024. The financial information as of December 31, 2024 is derived from our Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2025 (as amended, the “2024 Form 10-K”). The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The condensed consolidated financial statements include the accounts of Lazydays Holdings, Inc. and Lazy Days RV Center, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

The Company refers to the condensed consolidated financial statements collectively as “financial statements,” and individually as “statements of operations and comprehensive loss,” “balance sheets,” “statements of stockholders’ equity,” and “statements of cash flows” herein.

Going Concern

Accounting Standards Codification (ASC) 205-40, Presentation of Financial Statements – Going Concern, requires management to evaluate an entity’s ability to continue as a going concern for the twelve-month period following the date on which the financial statements are available for issuance. As a part of this evaluation, management may consider the potential mitigating impact of its plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period after the issuance date. Such an evaluation indicated certain negative conditions and events, described further below, that raise substantial doubt about the Company's ability to continue as a going concern.

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Substantial doubt about the Company’s ability to continue as a going concern exists. The Company incurred a net loss of $34.1 million during the six months ended June 30, 2025 and had an accumulated deficit of $148.9 million. As of June 30, 2025, the Company had cash and cash equivalents of $24.7 million, debt obligations of $43.5 million relating to mortgages, term loans and the revolving credit facility, floor plan notes payable of $185.5 million and operating and finance lease obligations of $97.8 million. Under the Limited Waiver and Third Amendment to the Second Amended and Restated Credit Agreement and Consent, entered into on November 15, 2024 (the “Third Amendment”), relating to the Second Amended and Restated Credit Agreement dated as of February 21, 2023 (as amended, the “M&T Credit Agreement”) with Manufacturers and Traders Trust Company (“M&T Bank”), as Administrative Agent, Swingline Lender and Issuing Bank, the lenders party thereto, the Company and the Company’s subsidiaries party thereto, we permanently eliminated our ability to borrow new loans or swingline loans or to request issuance of letters of credit under the revolving credit facility formerly available to us thereunder. As a result, the only credit facility currently available to us under the M&T Credit Agreement is the floor plan credit facility, and currently we do not have access to a revolving credit facility that we can use for general working capital purposes. Our ability to meet future anticipated liquidity needs over the next year will largely depend on our ability to generate positive cash inflows from operations and/or secure sources of outside capital. We have evaluated the significance of the uncertainty regarding our financial condition in relation to our ability to meet our obligations, which has raised substantial doubt about the Company’s ability to continue as a going concern. While we believe we will be able to generate sufficient positive cash inflows and/or secure outside capital, there can be no assurance our plans will be successfully implemented and many relevant factors concerning our ability to continue as a going concern are outside of our control, such as the willingness of external parties to provide financing to us. Accordingly, we may be unable to continue as a going concern over the next year. As a result, there is substantial doubt about our ability to continue as a going concern.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, disposition of assets held for sale and the satisfaction of liabilities in the normal course of business for one year following the issuance of these financial statements.

Reverse Stock Split

Effective at 5:00 pm Eastern time on July 11, 2025, the Company effected a 1-for-30 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of its common stock, par value $0.0001 per share (“common stock”). No fractional shares were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number. All share and per share amounts presented in the financial statements and accompanying notes, including, but not limited to, shares issued and outstanding, dollar amounts of common stock, treasury stock, additional paid-in capital, earnings (loss) per share, options and warrants, have been retroactively adjusted for all periods presented in order to reflect this change in capital structure, less the number of rounded whole shares issued for fractional shares. There were no changes to the total numbers of authorized shares of common stock or their respective par values per share as a result of this change. Refer to Note 15 - Subsequent Events for further information.

Revision of Prior Period Financial Statements

In accordance with FASB ASC Topic 606, Revenue from Contracts with Customers, we present consignment vehicle revenue net of costs applicable to revenue as we are deemed to be an agent in these sales. During the preparation of our December 31, 2024 financial statements, we identified that consignment vehicle revenue was presented on a gross basis for the three and six months ended June 30, 2024. A summary of the effects of the error correction on reported amounts for the applicable period is presented below. As shown in the table below, there was no impact to gross profit or net loss for the applicable periods.

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(In thousands)	As Reported (Unaudited)		Adjustment (Unaudited)		Revised (Unaudited)
Three Months Ended June 30, 2024:
Total revenues	$	238,694	$	(3,092)	$	235,602
Total cost applicable to revenues	191,290		(3,092)		188,198
Gross profit	$	47,404	$	—	$	47,404

Six Months Ended June 30, 2024:
Total revenues	$	509,280	$	(3,558)	$	505,722
Total cost applicable to revenues	424,110		(3,558)		420,552
Gross profit	$	85,170	$	—	$	85,170

Critical Accounting Policies

Our critical accounting policies have not materially changed during the six months ended June 30, 2025 from those disclosed in our 2024 Form 10-K.

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on the previously reported net loss.

Recent Accounting Pronouncements

We consider the applicability and impact of all Accounting Standard Updates (“ASUs”). ASUs not listed below were assessed and determined to be not applicable.

Recently Adopted Accounting Pronouncements

ASU 2023-07

In November 2023, the FASB issued ASU 2023-07 on Improvements to Reportable Segment Disclosures to enhance interim and annual disclosures at the segment level. Entities are required to provide disclosures of significant segmented expenses and other categories used by the Chief Operating Decision Maker (“CODM”). The update also clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The update is effective for annual periods beginning after January 1, 2024 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU for annual periods as of and for the year ended December 31, 2024 and interim periods beginning on January 1, 2025. The CODM has determined that the Company operates in a single operating and reportable segment and manages segment profit (loss) based upon consolidated net income (loss). The impact of adoption on the Company's consolidated financial statements was disclosure of the segment measure of profit (loss) and the measure of segment assets reported on the consolidated balance sheet as total consolidated assets used by the CODM to assess segment performance and allocate resources.

Recently Issued Accounting Pronouncements Not Yet Adopted

ASU 2023-09

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The update requires enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid and is effective for fiscal years beginning after December 15, 2024. The Company expects incremental disclosures in its Annual Report on Form 10-K for the 2025 fiscal year, and accordingly, we do not expect the adoption of ASU 2023-09 to have a material effect on our financial position, results of operations or cash flows.

ASU 2024-03

In November 2024, the FASB issued ASU 2024-03 related to the disaggregation of certain income statement expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgments about entity performance. The amendments in this update are effective for fiscal years beginning after December 15, 2026. We plan to adopt this pronouncement and make the necessary updates to our

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disclosures for the year ending December 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial position, results of operations or cash flows.

Tax Legislation

On July 4, 2025, federal legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”) was enacted, resulting in changes to U.S. federal income tax law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in later years. We are currently assessing its impact on our financial statements.

NOTE 3 – INVENTORIES, NET

Vehicle and parts inventories are recorded at the lower of cost or net realizable value, with cost determined by the last-in, first-out (“LIFO”) method. Cost includes purchase costs, reconditioning costs, dealer-installed accessories and freight. For vehicles accepted as trade-ins, the cost is the fair value of such pre-owned vehicles at the time of the trade-in. Other inventory includes parts and accessories, as well as retail travel and leisure specialty merchandise, and is recorded at the lower of cost or net realizable value with cost determined by LIFO method.

The current replacement costs of LIFO inventories exceeded their recorded values by $20.9 million and $28.4 million as of June 30, 2025 and December 31, 2024, respectively.

Inventories consisted of the following:


(In thousands)	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
	186,550		240,376
Less: excess of current cost over LIFO	(20,916)		(28,430)
Inventories, net	$	165,634	$	211,946

NOTE 4 – INTANGIBLE ASSETS

We evaluate our indefinite-lived intangible assets, which includes our trade names, for impairment on an annual basis or whenever events or changes occur that would more-likely-than not reduce the fair value below the carrying value of the indefinite-lived intangible assets between annual impairment assessments. As we have only one reporting unit, any impairment assessment on indefinite-lived intangible assets is performed at the consolidated level.

During the three and six months ended June 30, 2025, the market price of our common stock declined significantly, which impacts the derived discount rate within the impairment model utilized by the Company. This, along with lower revenue projections, resulted in us determining that impairment triggering events occurred on indefinite-lived intangible assets at March 31, 2025 and June 30, 2025, and quantitative impairment assessments were performed. The fair value of indefinite-lived intangible assets was estimated using the relief from royalty method, which is based on management's estimates of projected revenues and terminal growth rates, taking into consideration market and industry conditions. The discount rate used was based on the weighted-average cost of capital adjusted for the risk, size premium and business-specific characteristics related to projected revenues. The approach used by management to measure the fair value of indefinite-lived intangible assets for impairment evaluation is considered a Level 3 fair value measurement.

Based on the quantitative impairment assessment performed, we determined that the estimated fair value of our indefinite-lived intangible assets was lower than its carrying value primarily as the result of a decrease in the Company’s stock price and lower revenue projections primarily resulting from recent divestitures. Consequently, we recorded a non-cash impairment charge of $4.3 million during the three months ended June 30, 2025 and $7.2 million during the six months ended June 30, 2025.

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Intangible assets and related accumulated amortization were as follows:


	June 30, 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	$	38,051	$	24,473	$	13,578	$	45,649	$	25,204	$	20,445
Customer relationships	9,760		6,011		3,749		10,050		5,655		4,395
Non-compete agreements	—		—		—		230		213		17
	47,811		30,484		17,327		55,929		31,072		24,857
Non-amortizable intangible assets:
Trade names and trademarks	22,900		—		22,900		30,100		—		30,100
Total	$	70,711	$	30,484	$	40,227	$	86,029	$	31,072	$	54,957

Amortization expense related to intangible assets was $1.2 million and $1.8 million for the three months ended June 30, 2025 and 2024, respectively. Amortization expense related to intangible assets was $2.5 million and $4.1 million for the six months ended June 30, 2025 and 2024, respectively.

Future amortization of intangible assets is as follows:


(In thousands)
Remainder of 2025	$	2,217
2026	3,773
2027	3,462
2028	3,462
2029	3,462
Thereafter	951
Total	$	17,327

NOTE 5 – DISPOSITIONS AND ASSETS HELD FOR SALE

Dispositions

Camping World Sales

During the fourth quarter of 2024, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with certain subsidiaries (the “Camping World Buyers”) of Camping World Holdings, Inc. (together with the Camping World Buyers, collectively, “Camping World”) to sell substantially all of the assets and certain real estate at our Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; Council Bluffs, Iowa; Portland, Oregon; and Woodland, Washington dealerships (such transactions, the “Camping World Sales”). The assets and liabilities associated with these dealerships were classified as assets held for sale and liabilities held for sale in our balance sheet as of December 31, 2024. During February 2025 and March 2025, the Camping World Buyers closed on the sale of five of the dealerships (Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; and Woodland, Washington. We received net proceeds of $113.9 million from the Camping World Sales. Net proceeds from the Camping World Sales were used for repayments of $61.2 million of floor plan notes payable, repayments of $46.1 million of term loan and mortgage debt and working capital and general corporate purposes. During the three months ended June 30, 2025, we received additional proceeds from the Camping World Sales of $0.6 million. During the three and six months ended June 30, 2025, we recognized a gain of $0.6 million and $0.1 million, respectively, from the Camping World Sales, which is included in (loss) gain on sale of businesses, property and equipment in our statements of operations and comprehensive loss.

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Iowa). On March 28, 2025, we delivered written notice to Camping World to (a) exercise our remedy under Section 12.10 of the Camping World Asset Purchase Agreement for Camping World’s failure to complete such closings, namely to relieve us from any obligation to issue 9,708,737 shares of our common stock to Camping World’s subsidiary under Section 6.10 of the Camping World Asset Purchase Agreement; and (b) terminate the Camping World Asset Purchase Agreement effective on March 31, 2025, the outside date under the Camping World Asset Purchase Agreement. During the second quarter of 2025, we ceased actively marketing the Portland, Oregon and Council Bluffs, Iowa dealerships for sale, and determined that these dealerships no longer met the held for sale criteria as of June 30, 2025. As a result, assets and liabilities associated with these dealerships are presented as held for use in our balance sheet.

General RV Sales

During the second quarter of 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with General R.V. Center, Inc. and its subsidiary (collectively, “General RV”) to sell substantially all of the assets and certain real estate at our Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona dealerships (such transactions, the “General RV Sales”). During May 2025 and June 2025, the General RV Sales closed on all three dealerships (in Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona) and we received net proceeds of $47.0 million from the sale. Net proceeds from the General RV Sales were used for repayments of $22.2 million of floor plan notes payable, repayments of $7.9 million of term loan, repayments of $6.7 million of paid-in-kind interest and working capital and general corporate purposes. We recorded a loss of $1.1 million related to these sales during the three and six months ended June 30, 2025, which is included in (loss) gain on sale of businesses, property and equipment in our statements of operations and comprehensive loss.

Fun Town RV Sale

During the second quarter of 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with Fun Town RV Las Vegas, LLC and its affiliate (collectively, “Fun Town RV”) to sell substantially all of the assets and certain real estate at our Las Vegas, Nevada dealership (such transaction, the “Fun Town RV Sale”). During June 2025, the Fun Town RV Sale closed and we received net proceeds of $10.4 million. Net proceeds from the Fun Town RV Sale were used for repayments of $3.4 million of floor plan notes payable and working capital and general corporate purposes. We recorded a loss of $1.5 million related to this sale during the three and six months ended June 30, 2025, which is included in (loss) gain on sale of businesses, property and equipment in our statements of operations and comprehensive loss.

The dealerships sold in 2025 collectively generated pre-tax losses of $3.9 million and $8.3 million during the three and six months ended June 30, 2025, respectively, which includes losses resulting from the divestitures noted above. During the three and six months ended June 30, 2024, the dealerships sold in 2025 collectively generated pre-tax losses of $4.0 million and $12.8 million, respectively.

2024 Real Estate Sale

During the second quarter of 2024, we sold certain real estate near the previously closed Burns Harbor, Indiana dealership for net proceeds of $3.0 million. We recorded a gain on sale of $1.0 million related to this sale during the three and six months ended June 30, 2024, which is included in (loss) gain on sale of businesses, property and equipment in our statements of operations and comprehensive loss.

Assets Held for Sale

In June 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with Ron Hoover Companies, Inc. (“Ron Hoover RV”) to sell substantially all of the assets and certain real estate at our Claremore, Oklahoma dealership. Management determined that the Claremore, Oklahoma dealership met the criteria to be held for sale during the second quarter of 2025. The assets and liabilities associated with this dealership were reclassified as assets held for sale and liabilities held for sale in our balance sheet as of June 30, 2025. The pre-tax losses generated by our Claremore, Oklahoma dealership were not significant relative to our consolidated results for the six months ended June 30, 2025 and 2024. On August 1, 2025, we completed the sale of the Claremore, Oklahoma dealership and related real estate to Ron Hoover RV for gross proceeds of approximately $14.9 million. Approximately $3.1 million of the proceeds from such sale were deposited into a blocked account maintained with and subject to the sole dominion and control of M&T Bank, as further described below under Note 15 - Subsequent Events.

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During the three months ended June 30, 2025, management concluded the assets and liabilities of certain real estate near our previously closed Las Vegas, Nevada; Waller, Texas and Aurora, Colorado dealerships met the held for sale criteria as of June 30, 2025.

The following table presents the components of assets held for sale and liabilities related to assets held for sale as of June 30, 2025 and December 31, 2024:


(In thousands)	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Inventories	$	6,495	$	86,781
Prepaid expenses and other	—		88
Current assets held for sale	$	6,495	$	86,869
Long-term assets:
Property and equipment, net	28,155		86,420
Operating lease assets	220		10,731
Intangible assets, net	888		—
Other assets	—		8
Valuation allowance on assets held for sale	(3,375)		(21,412)
Long-term assets held for sale	$	25,888	$	75,747

LIABILITIES
Current liabilities:
Financing liability, current portion	—		104
Operating lease liability, current portion	71		1,426
Current liabilities held for sale	$	71	$	1,530
Long-term liabilities:
Financing liability, non-current portion	—		13,562
Operating lease liability, non-current portion	153		9,439
Long-term liabilities held for sale	$	153	$	23,001

Impairment Charges

We evaluated the disposal groups to ensure they were recorded at the lower of their carrying value or fair value less costs to sell. The quantitative impairment tests of each disposal group included a comparison of the estimated sales proceeds less cost to sell to the carrying value of the disposal group. As a result of this analysis, we recorded a loss on assets held for sale of $3.4 million during the three and six months ended June 30, 2025, which is included in impairment charges on our statements of operations and comprehensive loss.

NOTE 6 – LEASES

Financing Leases

We have operations at several properties that were previously sold and then leased back from the purchasers over a non-cancellable period of 20 years. The leases contain renewal options at lease termination, with three options to renew for 10 additional years each and contain a right of first offer in the event the property owner intends to sell any portion or all of the property to a third party. These rights and obligations constitute continuing involvement, which resulted in failed sale-leaseback (financing) accounting. The financing liabilities have implied interest rates ranging from 5.0% to 7.9% and have

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expiration dates between May 31, 2030 and February 1, 2047. At the conclusion of the 20-year lease period, the financing liability residual will correspond to the carrying value of the land.

During the six months ended June 30, 2025, we assigned the financing lease of our building at our Mesa, Arizona location to General RV at the closing of the related General RV Sales.

Operating Leases

We lease property, equipment and billboards throughout the United States primarily under operating leases. The related right-of-use (“ROU”) assets for these operating leases are included in operating lease right-of-use assets. Leases with lease terms of 12 months or less are expensed on a straight-line basis over the lease term and are not recorded in the balance sheets.

Most leases include one or more options to renew, with renewal terms that can extend the lease term up to 50 years (some leases include multiple renewal periods). The exercise of lease renewal options is at our sole discretion. In addition, some of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements neither contain any residual value guarantees nor impose any significant restrictions or covenants.

During the six months ended June 30, 2025, we assigned the operating leases of our buildings at our Woodland, Washington; and Sturtevant, Wisconsin locations to Camping World’s subsidiaries at the closing of the related Camping World Sales; we assigned the operating lease of our building at our Longmont, Colorado location to General RV at the closing of the related General RV Sales; and we assigned the operating lease of our building at a former Surprise, Arizona location to Fun Town RV.

NOTE 7 – DEBT

M&T Credit Facilities

As of June 30, 2025, the M&T Credit Agreement provided us with a $245.0 million floor plan credit facility (the “Floor Plan Credit Facility”) and zero remaining availability under a revolving credit facility (the “Revolving Credit Facility” and, together with the Floor Plan Credit Facility, the “M&T Credit Facilities”) which mature February 21, 2027. As of June 30, 2025, the outstanding principal balance of the Revolving Credit Facility was $27.8 million.

On April 30, 2025, we entered into a Limited Waiver and Consent with Respect to Credit Agreement (as amended by First Amendment to Limited Waiver and Consent dated May 9, 2025, the “April 2025 M&T Waiver”) in connection with the M&T Credit Agreement. The April 2025 M&T Waiver granted the Company temporary waivers of existing or potential defaults or events of default resulting from any the following: the Company not making certain vehicle curtailment payments during the month of April 2025; the Company not making certain interest payments that were otherwise payable on May 1, 2025; the Company not complying with the minimum liquidity covenant for the month ended April 30, 2025; the Company not complying with certain covenants relating to payment of liabilities due to third parties and the payment of taxes; the inaccuracy of the Company’s solvency representation, to the extent it was inaccurate or if it becomes inaccurate. The waiver under the April 2025 M&T Waiver lasted for a period beginning on April 30, 2025 and ending on the earliest to occur of (a) 11:59 P.M. (Eastern Time) on June 20, 2025 and (b) the failure of the Company or any other loan party to comply timely with any term, condition or covenant set forth in the M&T Waiver or the occurrence of any other default or event of default under the M&T Credit Agreement (the “April 2025 M&T Waiver Period”). The April M&T Waiver also waived certain actual or potential cross-defaults under other credit facilities, including the Coliseum Loan Agreement.

On June 12, 2025, we entered into a Limited Waiver and Fourth Amendment to Second Amended and Restated Credit Agreement and Consent (the “Fourth Amendment”) with M&T Bank and the lenders party thereto, pursuant to which M&T Bank and the lenders party thereto waived the actual or potential defaults or events of default described in the April 2025 M&T Waiver and consented to the proposed sale of our dealership located in Claremore, Oklahoma. The lenders party to the Fourth Amendment waived each of the $2,500,000 amortization payments that would have otherwise been due in respect of the formerly available Revolving Credit Facility on June 30, 2025, September 30, 2025 and December 31, 2025, provided that if the loan parties fail, between June 1, 2025 and December 31, 2025, to repay the outstanding principal balance of the Revolving Credit Facility by at least $7,500,000, then on December 31, 2025 the loan parties will be required to make a mandatory prepayment of the Revolving Credit Facility in an amount equal to such deficiency.

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lenders’ aggregate commitments in respect of the Floor Plan Credit Facility would not be reduced, pursuant to the Fourth Amendment, to less than $245.0 million.

The Fourth Amendment requires us to sell certain of our unimproved land located in Aurora, Colorado, Las Vegas, Nevada and Waller, Texas by a specified deadline. It also required us to provide to M&T Bank a mortgage over the Company’s and its subsidiaries’ unimproved real property located in Waller, Texas, which we provided on July 14, 2025, and it required us to amend certain of the existing mortgages in favor of M&T Bank to cause such mortgages to cross-collateralize and secure the obligations outstanding under the Floor Plan Credit Facility, which we did on or about August 12, 2025.

The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

After June 30, 2025, we entered into a limited waiver and consent with respect to the M&T Credit Agreement, as further described in Note 15 - Subsequent Events.

As of June 30, 2025, the Floor Plan Credit Facility bears interest at: (a) one-month term SOFR or daily SOFR plus an applicable margin of 2.55% or (b) the Base Rate (as defined in the M&T Credit Agreement) plus a margin of 1.55%. The Floor Plan Credit Facility is also subject to an annual unused commitment fee at 0.15% of the average daily unused portion of the Floor Plan Credit Facility.

As of June 30, 2025, the Revolving Credit Facility bears interest at: (a) one-month term SOFR or daily SOFR plus an applicable margin of 3.40% or (b) the Base Rate plus a margin of 2.40%.

As of June 30, 2025, there was $185.5 million outstanding on the Floor Plan Credit Facility at an interest rate of 6.93% and $27.8 million outstanding on the Revolving Credit Facility at an interest rate of 7.83%.

Borrowings under the M&T Credit Agreement are secured by a first priority lien on substantially all of our assets, including our real estate.

The M&T Credit Agreement contains certain reporting and compliance-related covenants and negative covenants, among other things, related to borrowing and events of default. It also includes certain non-financial covenants, including covenants limiting our ability to dispose of assets, undergo a change in control, merge with, acquire stock, or make investments in other companies, in each case subject to certain exceptions. Upon the occurrence of an event of default, in addition to the lenders being able to declare amounts outstanding under the M&T Credit Facilities due and payable or foreclose on the collateral, the lenders can elect to increase the interest rate by 2.0% per annum during the period of default. The M&T Credit Agreement contains a cross-default provision applicable to the First Horizon Mortgage (as defined below).

The Floor Plan Credit Facility consisted of the following:


(In thousands)	June 30, 2025		December 31, 2024
Floor plan notes payable, gross	$	185,814	$	306,537
Debt discount	(354)		(501)
Floor plan notes payable, net of debt discount	$	185,460	$	306,036

Other Long-Term Debt

Other outstanding long-term debt consisted of the following:


	June 30, 2025						December 31, 2024
(In thousands)	Gross Principal Amount		Debt Discount		Total Debt, Net of Debt Discount		Gross Principal Amount		Debt Discount		Total Debt, Net of Debt Discount
Term loan and mortgages	$	16,323	$	(609)	$	15,714	$	70,994	$	(6,192)	$	64,802
Less: current portion	352		—		352		1,168		—		1,168
Total	$	15,971	$	(609)	$	15,362	$	69,826	$	(6,192)	$	63,634

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Mortgages

In July 2023, we entered into two mortgages for total proceeds of $29.3 million secured by certain real estate assets at our Murfreesboro and Knoxville, Tennessee locations. The loans bear interest at 7.10% and 6.85% per annum, respectively, and mature in July 2033. On February 26, 2025, we sold our Murfreesboro, Tennessee dealership and related real property in one of the Camping World Sales and repaid the remaining outstanding principal balance of the Murfreesboro mortgage, which was approximately $15.5 million. As of June 30, 2025, there was $12.6 million outstanding related to the Knoxville, Tennessee mortgage (the “First Horizon Mortgage”), which is classified on our balance sheets as long-term debt.

Term Loan from Coliseum

On December 29, 2023, we entered into a term loan agreement (the “Coliseum Loan Agreement”) with Coliseum Holdings I, LLC, as lender (the “Lender”), under which the Lender provided us with a term loan initially in the principal amount of $35.0 million (the “Loan”). The Lender is an affiliate of Coliseum Capital Management, LLC (“Coliseum”). The Loan had a maturity date of December 29, 2026. Certain funds and accounts managed by Coliseum held 79% of our common stock (including warrants on an as-exercised basis) as of June 30, 2025, and the Lender is therefore considered a related party.

The Loan bore interest at a rate of 12% per annum, payable monthly in cash on the outstanding loan balance, except that for any quarterly period during the first year of the Loan term, we had the option at the beginning of such quarter to make paid-in-kind elections, whereby the entire outstanding balance would be charged interest at 14% per annum and interest amounts would be added to the outstanding principal rather than paid currently in cash. We exercised this option during each of the first four quarterly periods of the Loan. The Loan was secured by mortgages on all of our real estate, except our real estate at our Knoxville location, and certain related assets. Issuance costs of $2.0 million were recorded as debt discount and are being amortized over the term of the Loan to interest expense using the effective interest method. As of June 30, 2025, the Loan was carried at the outstanding principal balance, less debt issuance costs and is included in related party debt, net of debt discount in our consolidated balance sheets. The accrued paid-in-kind interest is included in other long-term liabilities in our balance sheets.

On May 15, 2024, we entered into a first amendment to the Coliseum Loan Agreement. Under the first amendment, we borrowed an additional $15.0 million advance of the Loan and, as additional security for such advance, we mortgaged to the Lender our real property located in Fort Pierce, Florida and certain related assets. In connection with the additional advance, we issued warrants to clients of Coliseum to purchase 2,000,000 shares of our common stock at an exercise price of $5.25 per share, subject to certain adjustments (which exercise price was subsequently adjusted to $3.83 per share on November 15, 2024 in connection with an issuance of common stock by us). After the Reverse Stock Split, which became effective July 11, 2025, the number of warrants was adjusted to 339,807 and the exercise price was adjusted to $114.90 per share. The warrants may be exercised at any time until May 15, 2034.

On April 30, 2025, certain of our subsidiaries (the “Coliseum Borrowers”) entered into a Temporary Waiver of Defaults, Agreement to Delay May 1, 2025 Monthly Payment Date and Consent (as amended by the First Amendment to Temporary Waiver of Defaults Agreement to Delay May 1, 2025 Monthly Payment Date and Consent, the “April 2025 Coliseum Waiver”) with the Lender in connection with the Coliseum Loan Agreement. The April 2025 Coliseum Waiver granted the Coliseum Borrowers and other loan parties temporary waivers of existing or potential defaults or events of default resulting from any of the following: the Coliseum Borrowers’ not complying with certain covenants relating to payment of taxes; us not complying with our financial covenant to maintain liquid assets of not less than $5,000,000; and certain actual or potential cross-defaults under other credit facilities, including under the M&T Credit Agreement. The foregoing waivers applied for a period beginning on April 30, 2025 and lasting until the earlier of (a) the end of the April 2025 M&T Waiver Period and (b) the occurrence of any other default or event of default under the Coliseum Loan Agreement ( the “Coliseum Waiver Period”).

In addition, under the April 2025 Coliseum Waiver: (a) the Lender agreed to change the due date for payment of monthly interest that otherwise would have occurred on May 1, 2025 to the end of the Coliseum Waiver Period, with all interest incurred from (and including) April 1, 2025, through and including April 30, 2025 being due and payable at the end of the Coliseum Waiver Period; and (b) the Lender consented to certain asset sales with respect to facilities located in Fort Pierce, Florida; Mesa, Arizona; Longmont, Colorado; Las Vegas, Nevada; and Surprise, Arizona on the terms and conditions set forth in the April 2025 Coliseum Waiver.

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2025 Coliseum Waiver. In addition, under the June 2025 Coliseum Waiver, the Lender consented to the proposed sale by the Coliseum Borrowers of their real property located in Claremore, Oklahoma.

The foregoing description of the June 2025 Coliseum Waiver is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

In June 2025, we sold our Fort Pierce, Florida dealership and related real property in one of the General RV Sales, and we repaid the principal and paid-in-kind accrued interest balance of the Loan by approximately $14.7 million. After June 30, 2025, we repaid the Loan in full, as further described in Note 15 - Subsequent Events.

Future Contractual Maturities

Future contractual maturities of total debt are as follows:


(In thousands)
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 Recognition

Revenue from the sale of vehicle contracts is recognized at a point in time on delivery, transfer of title, and completion of financing arrangements.

Revenue from the sale of parts, accessories, and related service is recognized as services and parts are delivered or as a customer approves elements of the completion of service.

We receive commissions from the sale of insurance and vehicle service contracts to customers. In addition, we arrange financing for customers through various financial institutions and receive commissions. We may be charged back (“charge-backs”) for financing fees, insurance, or vehicle service contract commissions in the event of early termination of the contracts by our customers. Revenue from financing fees and commissions are recorded at the time of the sale of the vehicle and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The estimates for future chargebacks require judgment by management, and as a result, there is an element of risk associated with these revenue streams.

We have an accrual for charge-backs which totaled $8.7 million at June 30, 2025 and December 31, 2024, and is included in accrued expenses and other current liabilities in the accompanying balance sheets.

Revenue by State

Revenue for each state that generated 10% or more of our total revenue was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Florida	43	%	32	%	46	%	36	%
Tennessee	13	%	14	%	12	%	14	%
Arizona	*		*		11	%	*
Colorado	11	%	10	%	*		*

*Less than 10%

These geographic concentrations increase the exposure to adverse developments related to competition, as well as economic, demographic, weather conditions and natural disasters.

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Supplier Concentrations

Suppliers representing 10% or more of our total RV and replacement parts purchases were as follows:


	Three Months Ended June 30,
	2025		2024
Thor Industries, Inc.	58	%	41	%
Winnebago Industries, Inc.	21	%	31	%
Forest River, Inc.	19	%	21	%

We are subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if we are in material breach of the agreement’s terms.

NOTE 9 – EARNINGS (LOSS) PER SHARE

We compute basic and diluted earnings (loss) per share (“EPS”) by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

We are required in periods in which we have net income to calculate EPS using the two-class method. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders but does not require the presentation of basic and diluted EPS for securities other than common stock. The two-class method is required because our Series A convertible preferred stock (“Series A Preferred Stock”) had the right to receive dividends or dividend equivalents should we have declared dividends on our common stock as if such holder of the Series A Preferred Stock had been converted to common stock. Under the two-class method, earnings for the period are allocated to the common and preferred stockholders taking into consideration the participation of holders of Series A Preferred Stock in dividends on an as-converted basis. The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares. Effective on December 27, 2024, we no longer had any shares of Series A Preferred Stock outstanding.

Diluted EPS is computed in the same manner as basic EPS except that the denominator is increased to include the number of contingently issuable share-based compensation awards that would have been outstanding unless those additional shares would have been anti-dilutive. Dilutive common stock equivalents include the dilutive effect of in-the-money stock equivalents, excluding any common stock equivalents if their effect would be anti-dilutive. For the diluted EPS calculation, the if-converted method is applied and compared to the two-class method and whichever method results in a more dilutive impact is utilized to calculate diluted EPS. In periods in which we have a net loss, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

In periods in which we have a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. The two-class method is not used because the Series A Preferred Stock does not participate in losses. As such, the net loss was attributed entirely to common stockholders.

The number of common shares decreased as a result of the Reverse Stock Split, and as such, the computations of earnings (loss) per share were retroactively adjusted for all periods presented to reflect the change in capital structure.

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The following table summarizes net loss attributable to common stockholders and participating securities used in the calculation of basic and diluted loss per common share:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except share and per share data)	2025		2024		2025		2024
Basic loss per share:
Net loss attributable to common stock and participating securities used to calculate basic loss per share	$	(24,589)	$	(46,252)	$	(34,122)	$	(70,216)
Weighted average common shares outstanding	3,674,265		469,151		3,670,527		469,048
Dilutive effect of pre-funded warrants	10,012		10,012		10,012		10,012
Weighted average shares outstanding for EPS	3,684,277		479,163		3,680,539		479,060
Basic loss per share	$	(6.67)	$	(96.53)	$	(9.27)	$	(146.57)

Diluted loss per share:
Net loss attributable to common stock and participating securities used to calculate diluted loss per share	$	(24,589)	$	(46,252)	$	(34,122)	$	(70,216)
Weighted average common shares outstanding	3,674,265		469,151		3,670,527		469,048
Weighted average pre-funded warrants	10,012		10,012		10,012		10,012
Weighted average shares outstanding for EPS	3,684,277		479,163		3,680,539		479,060
Diluted loss per share	$	(6.67)	$	(96.53)	$	(9.27)	$	(146.57)

The following common stock equivalent shares were excluded from the calculation of diluted loss per share since their impact would have been anti-dilutive for the periods presented:


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Shares underlying warrants	339,807	66,667	339,807	66,667
Stock options	52,455	9,835	52,455	9,835
Restricted stock units	522	12,337	522	12,337
Shares issuable under the Employee Stock Purchase Plan	9,945	1,065	9,945	1,065
Share equivalents excluded from EPS	402,729	89,904	402,729	89,904

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Lease Obligations

See Note 6 – Leases to our financial statements for lease obligations.

Legal Proceedings

We are a party to multiple legal proceedings that arise in the ordinary course of business. We have certain insurance coverage and rights of indemnification. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty and an unfavorable resolution of one or more of these or other matters could have a material adverse effect on our business, results of operations, financial condition, or cash flows.

NOTE 11 – STOCKHOLDERS’ EQUITY

Reverse Stock Split

The number of shares of common stock outstanding decreased as a result of the Reverse Stock Split, and as such, all share and per share amounts have been retroactively adjusted for all periods presented to reflect the change in capital structure. Refer to Note 2 - Basis of Presentation and Critical Accounting Policies for further information.

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Stock-Based Compensation

Stock-based compensation expense is included in selling, general and administrative expense on our statements of operations and comprehensive loss. We recognized stock-based compensation expense of $0.2 million and $0.5 million for the three and six months ended June 30, 2025, respectively.

Amended and Restated 2018 Long-Term Incentive Equity Plan

Our 2018 Long-Term Incentive Equity Plan, as amended (the “2018 Plan”) provides for awards of options, stock appreciation rights, restricted stock, restricted stock units, warrants or other securities which may be convertible, exercisable or exchangeable for or into our common stock. As of June 30, 2025, there were 34,929 shares of common stock available to be issued under the 2018 Plan.

2019 Employee Stock Purchase Plan

We reserved a total of 30,000 shares of our common stock for purchase by participants in our 2019 Employee Stock Purchase Plan (the “ESPP”). Participants in the ESPP may purchase shares of our common stock at a purchase price which will not be less than the lesser of 85% of the fair value per share of our common stock on the first day of the purchase period or the last day of the purchase period. As of June 30, 2025, 16,386 shares remained available for future issuance.

Stock Options

Stock option activity for the six months ended June 30, 2025 was as follows:


	Shares Underlying Options	Weighted Average Per Share Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (In Thousands)
Options outstanding at December 31, 2024	57,767	$	102.81	9.25 years	$	—

Cancelled or terminated	(5,312)	262.07

Options outstanding at June 30, 2025	52,455	86.68		8.88 years	—
Options outstanding and vested at June 30, 2025	2,378	638.45		8.88 years	—

Restricted Stock Units

Restricted stock unit (“RSU”) activity for the six months ended June 30, 2025 was as follows:


	Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2024	7,517	$	113.68
Granted	6,611	22.80
Vested	(12,511)	54.67
Forfeited	(1,095)	157.31
Outstanding at June 30, 2025	522	285.50

Warrants

As of June 30, 2025, there were 10,194,174 warrants outstanding with an exercise price of $3.83 per share. After giving effect to the Reverse Stock Split on July 11, 2025, there were 339,807 warrants outstanding with an exercise price of $114.90 per share. Our warrants were recorded at fair value at the end of each reporting period and transaction date. Changes in fair value were recorded in our statements of operations and comprehensive loss. Warrant liabilities are categorized within Level 3 of the fair value hierarchy, which is defined as significant unobservable inputs, including our own assumptions in determining fair value.

Prefunded Warrants

As of June 30, 2025, there were 300,357 perpetual non-redeemable prefunded warrants outstanding with an exercise price of $0.01 per share. After giving effect to the Reverse Stock Split on July 11, 2025, there were 10,012 warrants outstanding with an exercise price of $0.30 per share. There was no activity related to these warrants during the six months ended June 30, 2025.

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NOTE 12 – FAIR VALUE MEASUREMENTS

Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories:

•Level 1 - quoted prices in active markets for identical securities;

•Level 2 - other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment spreads, credit risk; and

•Level 3 - significant unobservable inputs, including our own assumptions in determining fair value.

There were no changes to our valuation techniques during the six months ended June 30, 2025.

Impairment Considerations

Approaches used by management to measure the fair value of indefinite-lived intangible assets, long-lived assets and definite-lived intangible assets for impairment evaluations are considered Level 3 fair value measurements. See Note 4 - Intangible Assets for discussion of definite-lived intangible assets impairment charges in the three and six months ended June 30, 2025. In determining impairment charges for assets held for sale, the fair value used by management was based on the estimated sales proceeds less cost to sell, which is considered a Level 2 fair value measurement. See Note 5 - Dispositions and Assets Held for Sale for discussion of assets held for sale impairment charges in the six months ended June 30, 2025.

Warrants

Our warrants were recorded at fair value at the end of each reporting period and transaction date with changes in fair value recorded in our statements of operations and comprehensive loss.

Level 3 Disclosures

Changes in the level 3 warrant liability for the six months ended June 30, 2025 were as follows:


(In thousands)
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, we had a term loan outstanding with Coliseum Holdings I, LLC, a related party, with a maturity date of December 29, 2026. As of June 30, 2025, the outstanding principal balance of the loan was $3.7 million. See Note 7 – Debt to our financial statements for additional information.

After June 30, 2025, we repaid the Loan in full, as further described in Note 15 - Subsequent Events.

NOTE 14 – SEGMENT INFORMATION

Our chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM is the highest level of management responsible for assessing our overall performance, and making operational decisions such as resource allocations related to operations, product prioritization and delegations of authority. The CODM has determined that we operate in one reportable segment, which includes all aspects of our RV dealership operations which include sales of new and pre-owned RVs, assisting customers with vehicle financing and protection plans, servicing and repairing new and pre-owned RVs, sales of RV parts and accessories and campground facilities.

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NOTE 15 – SUBSEQUENT EVENTS

Reverse Stock Split

On July 10, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to effect the Reverse Stock Split. Pursuant to the Charter Amendment, the Reverse Stock Split became effective as of 5:00 p.m. Eastern time on July 11, 2025.

The Reverse Stock Split was primarily intended to increase the per share market price of the common stock in order to meet the $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The common stock began trading on a Reverse Stock Split adjusted basis on The Nasdaq Capital Market on July 14, 2025 under the existing symbol “GORV” and the new CUSIP number 52110H209.

The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance, less the number of rounded whole shares issued for fractional shares. Therefore, prior period amounts are different than those previously reported. There were no changes to the total numbers of authorized shares of common stock or their respective par values per share as a result of this change.

Nasdaq Compliance

On July 30, 2025, the Company received written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2). The Notice stated that the Staff had determined that for the 12 consecutive business days, from July 14, 2025 to July 29, 2025, the closing bid price of our common stock was at $1.00 per share or greater.

As previously disclosed, on January 23, 2025, the Company received written notice from the Staff notifying the Company that for the previous 30 consecutive business days, the closing bid price for the common stock had been below the minimum $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Notice confirmed that this matter is now closed.

Ron Hoover RV Sale

During June 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with Ron Hoover Companies, Inc. (“Ron Hoover RV”) to sell substantially all of the assets and certain real estate at our Claremore, Oklahoma dealership. Management determined that the Claremore, Oklahoma dealership met the criteria to be held for sale during the second quarter of 2025. The assets and liabilities associated with this dealership were reclassified as assets held for sale and liabilities held for sale in our balance sheet as of June 30, 2025. On August 1, 2025, we completed the sale of the Claremore, Oklahoma dealership and related real estate to Ron Hoover RV for gross proceeds of approximately $14.9 million. Approximately $3.1 million of the net proceeds from such sale were deposited into a blocked account maintained with and subject to the sole dominion and control of M&T Bank.

July 2025 Waiver and Consent with Respect to M&T Credit Agreement

On July 31, 2025, we entered into a Limited Waiver and Consent with Respect to Credit Agreement (the “July 2025 M&T Waiver”) related to the M&T Credit Agreement. The July 2025 M&T Waiver grants us temporary waivers of potential defaults or events of default resulting from the following: (a) the failure to make certain vehicle curtailment payments due on or about August 1, 2025; (b) the failure to make certain interest payments on July 31 and August 1, 2025; (c) the failure to repay certain loans outstanding under the Credit Agreement with certain net cash proceeds received in connection with the sale of the Company’s Claremore, Oklahoma facility (the “Specified Claremore Real Estate Net Proceeds”); (d) the inaccuracy of the Company’s solvency representation; and (e) certain cross-defaults under the Company’s mortgage with First Horizon Bank relating to the foregoing. The foregoing waivers apply for a period (the “July 2025 M&T Waiver Period”) beginning July 31, 2025 and lasting until the earlier to occur of (x) 11:59 P.M. (Eastern Time) on September 12, 2025 and (y) the failure of the Company or any other loan party to comply timely with any term, condition or covenant set forth in the July 2025 M&T Waiver or the occurrence of any other default or event of default under the M&T Credit Agreement. At the end of the July 2025 M&T Waiver Period, the waivers described above will cease to be of any force or effect.

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Pursuant to the July 2025 M&T Waiver, we deposited the Specified Claremore Real Estate Net Proceeds into a blocked account maintained with and subject to the sole dominion and control of M&T Bank from which the Company has no rights of access or withdrawal (the “Cash Collateral Reserve”). M&T Bank and the lenders under the M&T Credit Agreement may agree in their sole discretion to release funds from the Cash Collateral Reserve to the Company upon its written request. At the end of the July 2025 M&T Waiver Period, funds in the Cash Collateral Reserve may be applied to obligations outstanding under the M&T Credit Agreement.

Among other covenants, the July 2025 M&T Waiver requires us to (i) by August 15, 2025, negotiate with M&T Bank to assist M&T Bank in developing and finalizing contingency procedures for our business and assets and deliver a contingency budget for the business and (ii) by August 22, 2025, either (x) deliver one or more indications of interest with respect to a transaction acceptable to M&T Bank and the lenders under the M&T Credit Agreement pursuant to which we will raise new capital through one or more asset sales and/or debt or equity capital raises or (y) deliver to M&T Bank drafts of any initial filings we intend to make in connection with any potential action under applicable debtor relief laws.

The July 2025 M&T Waiver also permanently decreased the lenders’ aggregate commitments in respect of the Floor Plan Credit Facility from $245,000,000 to $225,000,000.

The foregoing description of the July 2025 M&T Waiver is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

Coliseum Loan Agreement Payoff

On August 1, 2025, in connection with the sale by the Coliseum Borrowers of their real property located in Claremore, Oklahoma, the Coliseum Borrowers repaid the outstanding loans under the Coliseum Loan Agreement in full (the “Coliseum Payoff”). As a result of the Coliseum Payoff, the Lender released all liens, security interests, mortgages and other encumbrances granted by the Coliseum Borrowers to the Lender in connection with the Loan.

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

The following should be read together with our financial statements and related notes included in Part I, Item 1 of this Form 10-Q, as well as our 2024 Form 10-K.

Disclosure Regarding Forward Looking Statements

Certain statements in this Quarterly Report on Form 10-Q (including but not limited to this Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, reflecting our or our management team's expectations, hopes, beliefs, intentions, strategies, estimates, and assumptions concerning events and financial trends that may affect our future financial condition or results of operations. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, are “forward-looking” statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements, and we can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to:

•Our recent history of losses and our future performance, including changes in operating results, such as store performance, and selling, general and administrative expenses (“SG&A”);

•Substantial doubt existing regarding our ability to continue as a going concern;

•Changes, including reductions to unstainable levels, of our liquidity from our cash and availability under our credit facilities;

•Our ability or inability to secure additional funds through debt or equity financing transactions or other transactions on terms acceptable to us, if at all;

•Compliance with, or defaults under, financial and other covenants under our credit agreements and related loan documents and actions or inactions of our lenders;

•Consumer demand changes and our ability to procure and manage inventory levels to reflect consumer demand;

•Future market conditions and industry trends, including anticipated national new recreational vehicle (“RV”) wholesale shipments;

•Changes in U.S. or global economic and political conditions or outbreaks of war;

•Changes in our anticipated levels of capital expenditures in the future;

•Dilution related to our outstanding warrants, options and equity awards; and

•Our business strategies for customer retention, growth, market position, financial results and risk management.

Business Overview

Lazydays has been a prominent player in the RV industry since our inception in 1976. We operate recreational vehicle dealerships and offer a comprehensive portfolio of products and services for RV owners and outdoor enthusiasts. We generate revenue by providing RV owners and outdoor enthusiasts a full spectrum of products: RV sales, RV repair and services, financing and insurance products, third-party protection plans, and after-market parts and accessories.

As of June 30, 2025, we operate 13 dealerships in 10 states. Based on industry research and management’s estimates, we believe we operate the world’s largest RV dealership, measured in terms of on-site inventory, located on approximately 126 acres outside Tampa, Florida. See Note 1 – Business Organization and Nature of Operations to our financial statements for additional information.

Lazydays offers one of the largest selections of leading RV brands in the nation, featuring more than 2,800 new and pre-owned RVs. We have approximately 400 service bays, and each location has an RV parts and accessories store. We employ approximately 800 people at our 13 dealership locations. Our locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. We believe our locations are strategically located and,

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based on information collected by us from reports prepared by Statistical Surveys, account for a significant portion of new RV units sold on an annual basis in the U.S.

We attract new customers primarily through Lazydays dealership locations as well as digital and traditional marketing efforts. Once we acquire customers, those customers become part of our customer database where we use customer relationship management tools and analytics to actively engage, market and sell our products and services.

New Vehicles Retail

We offer a comprehensive selection of new RVs across a wide range of price points, classes and floor plans, from entry level travel trailers to Class A motorhomes, at our dealership locations and on our website. We have strong strategic alliances with leading RV manufacturers. The core brands that we sell, representing 98.0% of the new vehicles that we sold in the quarter ended June 30, 2025, are manufactured by Thor Industries, Inc., Winnebago Industries, Inc., and Forest River, Inc. Under our business strategy, we believe that our new RV sales create incremental profit opportunities by providing used RV inventory through trade-ins, arranging of third-party financing, RV service and insurance contracts, future resale of trade-ins and parts and service work.

Pre-Owned Vehicles Retail

Pre-owned vehicle retail sales are currently a strategic focus for growth. Our pre-owned vehicle operations provide an opportunity to generate sales to customers unable or unwilling to purchase a new vehicle, to sell models other than the store’s new vehicle models, access additional used vehicle inventory through trade-ins and increase sales from finance and insurance products. We sell a comprehensive selection of pre-owned RVs at our dealership locations.

Vehicle Wholesale

Vehicle wholesale sales is a channel that provides us with an opportunity to best manage our RV inventory. We generally acquire used RVs from customers, primarily through trade-ins, as well as through private sales, auctions, the Company’s rental inventory and other sources. Some of the acquired RVs are not of the brand, model or class that we typically sell or are not in high demand from our customers. We sell these RVs at wholesale prices through auctions.

Consignment Vehicle

We enter into consignment arrangements to hold pre-owned vehicles which we sell on behalf of the consignor to customers. These arrangements allow us to expand our RV inventory without the upfront funding or inventory risk. We restarted our consignment program in 2024, and we expect that this program will continue to gain momentum.

Finance and Insurance

We believe that arranging timely financing is an important part of providing access to the RV lifestyle and we attempt to arrange financing for every vehicle we sell. We also offer related products such as extended warranties, insurance contracts and other maintenance products.

Service, Body and Parts and Other

With approximately 400 service bays, we provide onsite general RV maintenance and repair services at all of our dealership locations. We employ over 200 highly skilled technicians, many of them certified by the Recreational Vehicle Industry Association (“RVIA”) or the National RV Dealers Association (“RVDA”) and we are equipped to offer comprehensive services and perform original equipment manufacturer (“OEM”) warranty repairs for most RV components. Earnings from service, body and parts and other have historically been more resilient during economic downturns, when owners have tended to hold and repair their existing RVs rather than buy a new one. Service, body and parts and other is a strategic area of focus and an area of opportunity to grow additional earnings.

Recent Developments

Dealership Divestitures

During the six months ended June 30, 2025, we sold the following nine dealerships (collectively defined as the “Divestitures”): Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; and Woodland, Washington; Fort Pierce, Florida, Longmont, Colorado; Mesa, Arizona; and Las Vegas, Nevada. These dealerships generated revenues of $15.5 million and $55.7 million during the three and six months ended June 30, 2025, respectively, compared to revenues of $71.7 million and $140.2 million during the three and six months ended June 30, 2024, respectively.

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Camping World Sales

During the fourth quarter of 2024, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with certain subsidiaries (the “Camping World Buyers”) of Camping World Holdings, Inc. (together with the Camping World Buyers, collectively, “Camping World”) to sell substantially all of the assets and certain real estate at our Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; Council Bluffs, Iowa; Portland, Oregon; and Woodland, Washington dealerships (such transactions, the “Camping World Sales”). During February 2025 and March 2025, the Camping World Buyers closed on the sale of five of the dealerships (Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; and Woodland, Washington). We received net proceeds of $113.9 million from the Camping World Sales. Net proceeds from the Camping World Sales were used for repayments of $61.2 million of floor plan notes payable, repayments of $46.1 million of term loan and mortgage debt and working capital and general corporate purposes. During the three months ended June 30, 2025, we received additional proceeds from the Camping World Sales of $0.6 million. During the three and six months ended June 30, 2025, we recognized a gain of $0.6 million and $0.1 million, respectively, from the Camping World Sales.

Camping World informed us that it elected not to consummate the Camping World Sales with respect to the assets of the remaining two dealerships under the Camping World Asset Purchase Agreement (Portland, Oregon and Council Bluffs, Iowa). On March 28, 2025, we delivered written notice to Camping World to (a) exercise our remedy under Section 12.10 of the Camping World Asset Purchase Agreement for Camping World’s failure to complete such closings, namely to relieve us from any obligation to issue 9,708,737 shares of our common stock to Camping World’s subsidiary under Section 6.10 of the Camping World Asset Purchase Agreement; and (b) terminate the Camping World Asset Purchase Agreement effective on March 31, 2025, the outside date under the Camping World Asset Purchase Agreement. We determined the Portland, Oregon and Council Bluffs, Iowa locations no longer met the held for sale criteria as of June 30, 2025, and as a result, assets and liabilities associated with these dealerships are presented as held for use in our balance sheet.

General RV Sales

During the second quarter of 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with General R.V. Center, Inc. and its subsidiary (collectively, “General RV”) to sell substantially all of the assets and certain real estate at our Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona dealerships (such transactions, the “General RV Sales”). During May 2025 and June 2025, the General RV Sales closed on all three facilities (in Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona) and we received net proceeds of $47.0 million from the sale. Net proceeds from the General RV Sales were used for repayments of $22.2 million of floor plan notes payable, repayments of $7.9 million of term loan debt, repayments of $6.7 million of paid-in-kind interest and working capital and general corporate purposes. We recorded a loss of $1.1 million related to these sales during the three and six months ended June 30, 2025.

Fun Town RV Sale

Purchase Agreement with Ron Hoover RV

In June 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with Ron Hoover Companies, Inc. (“Ron Hoover RV”) to sell substantially all of the assets and certain real estate at our Claremore, Oklahoma dealership. Management determined that the Claremore, Oklahoma dealership met the criteria to be held for sale during the second quarter of 2025. The assets and liabilities associated with this dealership were reclassified as assets held for sale and liabilities held for sale in our balance sheet as of June 30, 2025. On August 1, 2025, we completed the sale of the Claremore, Oklahoma dealership and related real estate to Ron Hoover RV for gross proceeds of approximately $14.9 million. Approximately $3.1 million of the proceeds from such sale were deposited into a blocked account maintained with and subject to the sole dominion and control of M&T Bank, as further described below under Limited Waivers and Consents with Respect to M&T Credit Agreement.

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Limited Waivers and Consents with Respect to M&T Credit Agreement

On April 30, 2025, we entered into a Limited Waiver and Consent with Respect to Credit Agreement (as amended by First Amendment to Limited Waiver and Consent dated May 9, 2025, the “April 2025 M&T Waiver”) in connection with the M&T Credit Agreement. The April 2025 M&T Waiver granted the Company temporary waivers of existing or potential defaults or events of default resulting from any the following: the Company not making certain vehicle curtailment payments during the month of April 2025; the Company not making certain interest payments that were otherwise payable on May 1, 2025; the Company not complying with the minimum liquidity covenant for the month ended April 30, 2025; the Company not complying with certain covenants relating to payment of liabilities due to third parties and the payment of taxes; the inaccuracy of the Company’s solvency representation, to the extent it was inaccurate or if it becomes inaccurate. The waiver under the April 2025 M&T Waiver lasted for a period beginning on April 30, 2025 ending on the earliest to occur of (a) 11:59 P.M. (Eastern Time) on June 20, 2025 and (b) the failure of the Company or any other loan party to comply timely with any term, condition or covenant set forth in the M&T Waiver or the occurrence of any other default or event of default under the M&T Credit Agreement (the “April 2025 M&T Waiver Period”). The April 2025 M&T Waiver also waived certain actual or potential cross-defaults under other credit facilities, including the Coliseum Loan Agreement.

The Fourth Amendment also decreased the lenders’ aggregate commitments in respect of the Floor Plan Credit Facility on a dollar for dollar basis in connection with certain sales of dealerships, with such reductions subject to a floor such that the lenders’ aggregate commitments in respect of the Floor Plan Credit Facility would not be reduced, pursuant to the Fourth Amendment, to less than $245.0 million.

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Agreement may agree in their sole discretion to release funds from the Cash Collateral Reserve to the Company upon its written request. At the end of the July 2025 M&T Waiver Period, funds in the Cash Collateral Reserve may be applied to obligations outstanding under the M&T Credit Agreement.

The July 2025 M&T Waiver also permanently decreased the lenders’ aggregate commitments in respect of the Floor Plan Credit Facility from $245,000,000 to $225,000,000.

Temporary Waiver of Defaults and Payoff Under Coliseum Loan Agreement

On April 30, 2025, certain of our subsidiaries (the “Coliseum Borrowers”) entered into a Temporary Waiver of Defaults, Agreement to Delay May 1, 2025 Monthly Payment Date and Consent (as amended by First Amendment to Temporary Waiver of Defaults, Agreement to Delay May 1, 2025 Monthly Payment Date and Consent, the “April 2025 Coliseum Waiver”) with the Lender in connection with the Coliseum Loan Agreement. The April 2025 Coliseum Waiver granted the Coliseum Borrowers and the other loan parties temporary waivers of existing or potential defaults or events of default resulting from any of the following: the Coliseum Borrowers’ not complying with certain covenants relating to payment of taxes; us not complying with our financial covenant to maintain liquid assets of not less than $5,000,000; and certain actual or potential cross-defaults under other credit facilities, including under the M&T Credit Agreement. The foregoing applied for a period beginning on April 30, 2025 and lasting until the earlier of (a) the end of the April 2025 M&T Waiver Period and (b) the occurrence of any other default or event of default under the Coliseum Loan Agreement (the “Coliseum Waiver Period”).

On June 12, 2025, the Coliseum Borrowers entered into a Waiver of Defaults and Consent (the “June 2025 Coliseum Waiver”) with the Lender in connection with the Coliseum Loan Agreement. The June 2025 Coliseum Waiver granted the Coliseum Borrowers and the other loan parties waivers of specified defaults or events of defaults described in the April 2025 Coliseum Waiver. In addition, under the June 2025 Coliseum Waiver, the Lender consented to the proposed sale by the Coliseum Borrowers of their real property located in Claremore, Oklahoma.

Reverse Stock Split

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Nasdaq Compliance

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Quarter-to-Date Results of Operations

The following table presents our consolidated financial results for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.


	Three Months Ended June 30,						Variance
(In thousands, except per unit data)	2025			2024
Revenue
New vehicle retail	$	77,463		$	143,333		$	(65,870)		(46.0)	%
Pre-owned vehicle retail	29,461			57,254			(27,793)			(48.5)	%
Vehicle wholesale	870			3,268			(2,398)			(73.4)	%
Consignment vehicle	2,078			562			1,516			269.8	%
Finance and insurance	10,575			16,041			(5,466)			(34.1)	%
Service, body and parts and other	10,850			15,144			(4,294)			(28.4)	%
Total revenue	$	131,297		$	235,602		$	(104,305)		(44.3)	%

Gross profit
New vehicle retail	$	8,503		$	13,195		$	(4,692)		(35.6)	%
Pre-owned vehicle retail	5,979			10,900			(4,921)			(45.1)	%
Vehicle wholesale	(43)			(329)			286			(86.9)	%
Consignment vehicle	2,078			562			1,516			269.8	%
Finance and insurance	10,231			15,397			(5,166)			(33.6)	%
Service, body and parts and other	5,933			7,994			(2,061)			(25.8)	%
LIFO	1,508			(315)			1,823			NM
Total gross profit	$	34,189		$	47,404		$	(13,215)		(27.9)	%

Gross profit margins
New vehicle retail	11.0		%	9.2		%	180		bps
Pre-owned vehicle retail	20.3		%	19.0		%	130		bps
Vehicle wholesale	(4.9)		%	(10.1)		%	520		bps
Consignment vehicle	100.0		%	100.0		%	—
Finance and insurance	96.7		%	96.0		%	70		bps
Service, body and parts and other	54.7		%	52.8		%	190		bps
Total gross profit margin	26.0		%	20.1		%	590		bps
Total gross profit margin (excluding LIFO)	24.9		%	20.3		%	460		bps

Retail units sold
New vehicle retail	1,068			2,036			(968)			(47.5)	%
Pre-owned vehicle retail	598			1,100			(502)			(45.6)	%
Consignment vehicle	185			49			136			277.6	%
Total retail units sold	1,851			3,185			(1,334)			(41.9)	%

Average selling price per retail unit
New vehicle retail	$	72,531		$	70,458		$	2,073		2.9	%
Pre-owned vehicle retail	49,266			52,049			(2,783)			(5.3)	%

Average gross profit per retail unit (excluding LIFO)
New vehicle retail	$	7,962		$	6,412		$	1,550		24.2	%
Pre-owned vehicle retail	9,998			9,909			89			0.9	%
Finance and insurance	5,527			5,084			443			8.7	%

Finance & insurance revenue per unit	$	5,713		$	4,834		$	879		18.2	%

*NM - not meaningful

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New Vehicles Retail

New vehicle revenue decreased $65.9 million, or 46.0%, in the three months ended June 30, 2025 compared to the same period in 2024, primarily due to a 47.5% decrease in new vehicle retail units sold, offset by a 2.9% increase in average selling price per retail unit. The decrease in units sold was primarily due to the Divestitures, which represented a decrease in new vehicle retail revenue of $37.3 million, and dealerships closed during the last twelve months, which represented a decrease in new vehicle retail revenue of $6.7 million. The increase in average selling price per unit was primarily due to the concerted effort to discount sales prices on older new units in the prior year period.

New vehicle gross profit decreased $4.7 million, or 35.6%, in the three months ended June 30, 2025 compared to the same period in 2024, primarily due to the 47.5% decrease in new vehicle retail units sold, partially offset by the increase in average selling price mentioned above. New vehicle gross margin increased 180 basis points primarily due to the higher average selling price of new vehicles.

Pre-Owned Vehicles Retail

Pre-owned vehicle retail revenue decreased $27.8 million, or 48.5%, in the three months ended June 30, 2025 compared to the same period in 2024 primarily due to a 45.6% decrease in pre-owned retail units sold and a 5.3% decrease in average selling price per retail unit. The decrease in units sold was primarily due to the Divestitures, which represented a decrease in pre-owned vehicle retail revenue of $12.1 million, and dealerships closed during the last twelve months, which represented a decrease in pre-owned vehicle retail revenue of $3.4 million. Additionally, we restarted our consignment program in 2024 which shifted a portion of our gross pre-owned vehicle retail revenue to consignment vehicle revenue.

Pre-owned vehicle retail gross profit decreased $4.9 million, or 45.1%, in the three months ended June 30, 2025 compared to the same period in 2024 primarily due to fewer units sold. The increase in gross profit margins was primarily due to the concerted effort to discount sales prices to move units in the prior year period.

Vehicle Wholesale

Vehicle wholesale revenue decreased $2.4 million, or 73.4% in the three months ended June 30, 2025 compared to the same period in 2024, primarily related to a strategic decision to right size our RV inventory during the prior year period.

Vehicle wholesale gross profit increased $0.3 million, in the three months ended June 30, 2025 compared to the same period in 2024, primarily related to a strategic decision to right size our RV inventory during the prior year period.

Consignment Vehicle

Consignment vehicle revenue increased $1.5 million, or 269.8%, in the three months ended June 30, 2025 compared to the same period in 2024 primarily due to the consignment vehicle program starting in the prior year. We recognize consignment vehicle revenue on a net basis as an agent and not the gross amount collected from a customer. Consignment vehicle revenue during the three months ended June 30, 2025 was composed of sales of $16.9 million less cost of consignment units of $14.8 million. Consignment vehicle revenue during the three months ended June 30, 2024 was composed of sales of $3.7 million less cost of consignment units of $3.1 million.

Finance and Insurance

Finance and insurance (“F&I”) revenue decreased $5.5 million, or 34.1%, in the three months ended June 30, 2025 compared to the same period in 2024 primarily due to a decrease of 41.9% in total retail units sold.

Service, Body and Parts and Other

Our service, body and parts and other revenue decreased 28.4% and our gross profit decreased 25.8% during the three months ended June 30, 2025 compared to the same period in 2024, primarily due to the Divestitures, which represented a decrease in service, body and parts and other revenue of $2.4 million, and dealerships closed during the last twelve months, which represented a decrease in service, body and parts and other revenue of $1.2 million.

Depreciation and Amortization


	Three Months Ended June 30,				Variance
($ in thousands)	2025		2024		$		%
Depreciation and amortization	$	3,400	$	4,956	$	(1,556)	(31.4)	%

The decrease in depreciation and amortization was primarily driven by the Divestitures mentioned above.

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Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses consist primarily of wage-related expenses, selling expenses related to commissions and advertising, lease expenses, corporate overhead expenses, stock-based compensation expense and transaction costs, and do not include depreciation and amortization expense or impairment charges.

SG&A expense was as follows:


	Three Months Ended June 30,						Variance
($ in thousands)	2025			2024			$			%
SG&A expense	$	35,826		$	52,010		$	(16,184)		(31.1)	%
SG&A as percentage of revenue	27.3		%	22.1		%	520		bps

The decrease in SG&A expense was primarily related to a decrease in employee related costs of $7.5 million, a decrease in marketing expenses of $4.9 million, and decreases in rent, information technology, and other miscellaneous expenses, all of which were impacted by the Divestitures. These decreases were partially offset by an increase in transaction costs. The increase in SG&A as a percentage of revenue was primarily driven by a decrease in revenue discussed above, an increase in transaction costs and the continuation of certain fixed costs.

Impairment Charges


	Three Months Ended June 30,				Variance
($ in thousands)	2025		2024		$		%
Impairment charges	$	7,676	$	—	$	7,676	NM

During the three months ended June 30, 2025, we recorded a non-cash impairment charge on indefinite-lived intangible assets of $4.3 million. The impairment was primarily driven by a decrease in revenue projections primarily resulting from recent divestitures. Further deterioration in the Company’s revenue projections, including a reduction in revenue resulting from the then-planned disposition of the Claremore, Oklahoma dealership (which closed on August 1, 2025), or the weighted-average cost of capital assumptions may result in an impairment charge to earnings in future quarters. The Company will continue to closely monitor actual results versus its expectations and the resulting impact to its assumptions about future estimated revenues and the weighted-average cost of capital. If the Company's expectations of the operating results, both in magnitude or timing, do not materialize, or if its weighted-average cost of capital increases, the Company may be required to record future indefinite-lived intangible asset impairment charges, which could be material.

As of June 30, 2025, management determined that the Claremore, Oklahoma dealership and certain real estate near the previously closed Las Vegas, Nevada; Waller, Texas and Aurora, Colorado dealerships met the held for sale criteria. We evaluated the disposal groups to ensure they were recorded at the lower of their carrying value or fair value less costs to sell. The quantitative impairment tests of each disposal group included a comparison of the estimated sales proceeds less cost to sell to the carrying value of the disposal group. As a result of this analysis, we recorded a loss on assets held for sale of $3.4 million during the three months ended June 30, 2025.

Floor Plan Interest Expense


	Three Months Ended June 30,				Variance
($ in thousands)	2025		2024		$		%
Floor plan interest expense	$	3,269	$	5,708	$	(2,439)	(42.7)	%

The decrease in floor plan interest expense was related to a decrease in floor plan notes payable due to the dealership divestitures. During the six months ended June 30, 2025, our floor plan notes payable decreased by $120.6 million, or 39.4%, of which $86.8 million was the result of our dealership divestitures.

Other Interest Expense


	Three Months Ended June 30,				Variance
($ in thousands)	2025		2024		$		%
Other interest expense	$	7,398	$	5,837	$	1,561	26.7	%

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The increase in other interest expense was primarily due to acceleration of unamortized debt discount of $3.2 million and debt exit cost incurred of $0.6 million during the three months ended June 30, 2025 as a result of repayments on term loan debt. These increases were partially offset by a decrease in the average term loan and mortgage debt balances.

Change in Fair Value of Warrant Liabilities


	Three Months Ended June 30,		Variance
($ in thousands)	2025	2024	$	%
(Gain) loss on change in fair value of warrant	(407)	337	(744)	(220.8)	%

Change in fair value of warrant liabilities represented the mark-to-market fair value adjustments to the outstanding warrants issued in connection with our debt modification in May 2024. The fair value of the warrants fluctuated with changes in the value of our common stock.

Loss (Gain) on Sale of Businesses, Property and Equipment


	Three Months Ended June 30,		Variance
($ in thousands)	2025	2024	$	%
Loss (gain) on sale of businesses, property and equipment	1,952	(1,044)	2,996	(287.0)	%

During the three months ended June 30, 2025, we sold dealerships in Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona in the General RV Sales and Las Vegas, Nevada in the Fun Town RV Sale. We received net proceeds of $57.4 million and recorded a net loss of $2.5 million from the sale of these dealerships during the three months ended June 30, 2025. Additionally, during the three months ended June 30, 2025, we received additional proceeds of $0.6 million from the Camping World Sales that occurred in the first quarter of 2025 and recognized a gain of $0.6 million during the three months ended June 30, 2025.

Refer to Note 5 - Dispositions and Assets Held for Sale for further information.

Income Tax Expense


	Three Months Ended June 30,						Variance
($ in thousands)	2025			2024			$		%
Income tax (benefit) expense	$	(336)		$	23,821		$	(24,157)	(101.4)%
Effective tax rate	1.3		%	(116.8)		%

Income tax benefit of $0.3 million and the effective tax rate for the three months ended June 30, 2025 primarily resulted from the effects of state income taxes and various permanent differences and changes in the valuation allowance. Currently, we are unable to recognize federal tax benefits from loss before income taxes due to our valuation allowance on our net operating loss, which was initially established in the second quarter of 2024. The change in our effective tax rate for the three months ended June 30, 2025 compared to the same period in 2024 was primarily the result of continued application of our valuation allowance.

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Year-to-Date Results of Operations

The following table presents our consolidated financial results for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.


	Six Months Ended June 30,						Variance
(In thousands, except per unit data)	2025			2024
Revenue
New vehicle retail	$	174,982		$	296,024		$	(121,042)		(40.9)	%
Pre-owned vehicle retail	70,134			136,282			(66,148)			(48.5)	%
Vehicle wholesale	2,926			9,517			(6,591)			(69.3)	%
Consignment vehicle	3,567			644			2,923			453.9	%
Finance and insurance	22,077			34,370			(12,293)			(35.8)	%
Service, body and parts and other	23,426			28,885			(5,459)			(18.9)	%
Total revenue	$	297,112		$	505,722		$	(208,610)		(41.2)	%

Gross profit
New vehicle retail	$	19,350		$	18,831		$	519		2.8	%
Pre-owned vehicle retail	14,658			20,195			(5,537)			(27.4)	%
Vehicle wholesale	(107)			(2,540)			2,433			(95.8)	%
Consignment vehicle	3,567			644			2,923			453.9	%
Finance and insurance	21,299			33,033			(11,734)			(35.5)	%
Service, body and parts and other	12,811			15,448			(2,637)			(17.1)	%
LIFO	6,453			(441)			6,894			NM
Total gross profit	$	78,031		$	85,170		$	(7,139)		(8.4)	%

Gross profit margins
New vehicle retail	11.1		%	6.4		%	470		bps
Pre-owned vehicle retail	20.9		%	14.8		%	610		bps
Vehicle wholesale	(3.7)		%	(26.7)		%	NM
Consignment vehicle	100.0		%	100.0		%	—
Finance and insurance	96.5		%	96.1		%	40		bps
Service, body and parts and other	54.7		%	53.5		%	120		bps
Total gross profit margin	26.3		%	16.8		%	950		bps
Total gross profit margin (excluding LIFO)	24.1		%	16.9		%	720		bps

Retail units sold
New vehicle retail	2,211			4,091			(1,880)			(46.0)	%
Pre-owned vehicle retail	1,403			2,561			(1,158)			(45.2)	%
Consignment vehicle	385			55			330			600.0	%
Total retail units sold	3,999			6,707			(2,708)			(40.4)	%

Average selling price per retail unit
New vehicle retail	$	79,142		$	72,389		$	6,753		9.3	%
Pre-owned vehicle retail	49,989			53,214			(3,225)			(6.1)	%

Average gross profit per retail unit (excluding LIFO)
New vehicle retail	$	8,752		$	4,569		$	4,183		91.6	%
Pre-owned vehicle retail	10,448			7,886			2,562			32.5	%
Finance and insurance	5,326			5,044			282			5.6	%

Finance & insurance revenue per unit	$	5,521		$	4,925		$	596		12.1	%

*NM - not meaningful

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New Vehicles Retail

New vehicle revenue decreased $121.0 million, or 40.9%, in the six months ended June 30, 2025 compared to the same period in 2024 primarily due to a 46.0% decrease in new vehicle retail units sold, offset by a 9.3% increase in average selling price per retail unit. The decrease in units sold was primarily due to the Divestitures, which represented a decrease in new vehicle retail revenue of $55.7 million, and dealerships closed during the last twelve months, which represented a decrease in new vehicle retail revenue of $12.5 million. The increase in average selling price per unit was due to a sales mix shift towards available higher priced units and the concerted effort to discount sales prices on older new units in the prior year period.

New vehicle gross profit increased $0.5 million, or 2.8%, in the six months ended June 30, 2025 compared to the same period in 2024 primarily due to the increase in average selling price mentioned above. New vehicle gross margin increased 470 basis points primarily due to the higher average selling price of new vehicles.

Pre-Owned Vehicles Retail

Pre-owned vehicle retail revenue decreased $66.1 million, or 48.5%, in the six months ended June 30, 2025 compared to the same period in 2024 primarily due to a 45.2% decrease in pre-owned retail units sold and a 6.1% decrease in average selling price per retail unit. The decrease in units sold was primarily due to the Divestitures, which represented a decrease in pre-owned vehicle retail revenue of $20.5 million, and dealerships closed during the last twelve months, which represented a decrease in pre-owned vehicle retail revenue of $8.0 million. Additionally, we restarted our consignment program in 2024 which shifted a portion of our gross pre-owned vehicle retail revenue to consignment vehicle revenue.

Pre-owned vehicle retail gross profit decreased $5.5 million, or 27.4%, in the six months ended June 30, 2025 compared to the same period in 2024 primarily due to a 45.2% decrease in retail units sold and a 6.1% decrease in average selling price per unit, offset by a 32.5% increase in average gross profit per unit. The increase in gross profit margins was primarily due to the concerted effort to discount sales prices to move units in the prior year period.

Vehicle Wholesale

Vehicle wholesale revenue decreased $6.6 million, or 69.3%, in the six months ended June 30, 2025 compared to the same period in 2024, primarily related to a strategic decision to right size our RV inventory during the prior year period.

Vehicle wholesale gross profit increased $2.4 million, in the six months ended June 30, 2025 compared to the same period in 2024, primarily related to a strategic decision to right size our RV inventory during the prior year period.

Consignment Vehicle

Consignment vehicle revenue remained approximately the same in the six months ended June 30, 2025 compared to the same period in 2024. We recognize consignment vehicle revenue on a net basis as an agent and not the gross amount collected from a customer. Consignment vehicle revenue in the six months ended June 30, 2025 was composed of sales of $29.2 million less cost of consignment units of $25.6 million. Consignment vehicle revenue in the six months ended June 30, 2024 was composed of sales of $4.2 million less cost of consignment units of $3.6 million.

Finance and Insurance

Finance and insurance (“F&I”) revenue decreased $12.3 million, or 35.8%, in the six months ended June 30, 2025 compared to the same period in 2024 primarily due to a decrease of 40.4% in total retail units sold.

Service, Body and Parts and Other

Our service, body and parts and other revenue decreased 18.9% and our gross profit decreased 17.1% during the six months ended June 30, 2025 compared to the same period in 2024, primarily due to the Divestitures, which represented a decrease of $2.5 million, and dealerships closed during the last twelve months, which represented a decrease in service, body and parts and other revenue of $2.3 million.

Depreciation and Amortization


	Six Months Ended June 30,				Variance
($ in thousands)	2025		2024		$		%
Depreciation and amortization	$	7,982	$	10,417	$	(2,435)	(23.4)	%

The decrease in depreciation and amortization was primarily driven by the Divestitures mentioned above.

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Selling, General and Administrative


	Six Months Ended June 30,						Variance
($ in thousands)	2025			2024			$			%
SG&A expense	$	74,455		$	100,896		$	(26,441)		(26.2)	%
SG&A as percentage of revenue	25.1		%	20.0		%	510		bps

The decrease in SG&A expense was primarily related to a decrease in employee related costs of $13.9 million, a decrease in marketing expenses of $7.1 million, and decreases in rent, information technology, and other miscellaneous expenses, all of which were impacted by the Divestitures. These decreases were partially offset by an increase in transaction costs. The increase in SG&A as a percentage of revenue was primarily driven by a decrease in revenue discussed above, an increase in transaction costs and the continuation of certain fixed costs.

Impairment Charges


	Six Months Ended June 30,		Variance
($ in thousands)	2025	2024	$	%
Impairment charges	10,576	—	10,576	NM

During the six months ended June 30, 2025, we recorded a non-cash impairment charge on indefinite-lived intangible assets of $7.2 million. The impairment was primarily driven by lower revenue projections and a decrease in the Company’s stock price. Further deterioration in the Company’s revenue projections, including a reduction in revenue resulting from the then-planned disposition of the Claremore, Oklahoma dealership (which closed on August 1, 2025), or the weighted-average cost of capital assumptions may result in an impairment charge to earnings in future quarters. The Company will continue to closely monitor actual results versus its expectations and the resulting impact to its assumptions about future estimated revenues and the weighted-average cost of capital. If the Company's expectations of the operating results, both in magnitude or timing, do not materialize, or if its weighted-average cost of capital increases, the Company may be required to record future indefinite-lived intangible asset impairment charges, which could be material.

Floor Plan Interest Expense


	Six Months Ended June 30,		Variance
($ in thousands)	2025	2024	$	%
Floor plan interest expense	7,859	13,384	(5,525)	(41.3)	%

The decrease in floor plan interest expense was related to a decrease in floor plan notes payable due to the Divestitures and, to a lesser extent, a decrease in the average floor plan borrowing rate. During the six months ended June 30, 2025, our floor plan notes payable decreased by $120.6 million, or 39.4%, of which $86.8 million was the result of our dealership divestitures.

Other Interest Expense


	Six Months Ended June 30,		Variance
($ in thousands)	2025	2024	$	%
Other interest expense	13,567	10,360	3,207	31.0	%

The increase in other interest expense was primarily due to acceleration of unamortized debt discount of $4.2 million and debt exit cost incurred of $1.2 million during the six months ended June 30, 2025 as a result of repayments on term loan and mortgage debt. These increases were partially offset by a decrease in the average term loan and mortgage debt balances.

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Change in Fair Value of Warrant Liabilities


	Six Months Ended June 30,		Variance
($ in thousands)	2025	2024	$	%
(Gain) loss on change in fair value of warrant	(4,689)	337	(5,026)	(1491.4)	%

Loss (Gain) on Sale of Businesses, Property and Equipment


	Six Months Ended June 30,		Variance
($ in thousands)	2025	2024	$	%
Loss (gain) on sale of businesses, property and equipment	2,411	(1,044)	3,455	(330.9)	%

During the six months ended June 30, 2025, we sold the following nine dealerships: Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; Woodland, Washington; Fort Pierce, Florida; Longmont, Colorado; Mesa, Arizona; and Las Vegas, Nevada. We received net proceeds of $172.0 million and recorded a net loss of $2.4 million from the sale of these dealerships during the six months ended June 30, 2025.

Refer to Note 5 - Dispositions and Assets Held for Sale for further information.

Income Tax Expense


	Six Months Ended June 30,						Variance
($ in thousands)	2025			2024			$		%
Income tax (benefit) expense	$	(8)		$	17,021		$	(17,029)	(100.0)	%
Effective tax rate	—		%	(34.6)		%

The effective tax rate for the six months ended June 30, 2025 was impacted by changes in the valuation allowance and the effects of state income taxes and various permanent differences. Currently, we are unable to recognize federal tax benefits from loss before income taxes due to our valuation allowance on our net operating loss, which was initially established in the second quarter of 2024. The change in our effective tax rate for the six months ended June 30, 2025 compared to the same period in 2024 was primarily the result of continued application of our valuation allowance.

Non-GAAP Reconciliations

EBITDA and Adjusted EBITDA

EBITDA, which is a non-GAAP financial measure, is defined as net income (loss) excluding interest expense, income tax expense (benefit) and depreciation and amortization expense. Adjusted EBITDA, which is a non-GAAP financial measure, is further adjusted to include floor plan interest expense and excludes stock-based compensation expense; LIFO adjustment; impairment charges; loss (gain) on sale of businesses, property and equipment; and change in fair value of warrant liabilities.

EBITDA and Adjusted EBITDA are not measures of financial performance under GAAP and should not be considered in isolation or as an alternative to net income (loss), cash flows from operating activities or any other measure determined in accordance with GAAP. The items excluded to calculate EBITDA and Adjusted EBITDA are significant components in understanding and assessing the Company’s results of operations. The Company’s EBITDA and Adjusted EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate EBITDA and Adjusted EBITDA in the same manner.

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The Company believes Adjusted EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the Company’s core operating results from period to period by removing (i) the impact of the Company’s capital structure (interest expense from outstanding debt); (ii) tax consequences; (iii) asset base (depreciation, amortization and LIFO adjustments); (iv) the non-cash charges from asset impairments, stock-based compensation expense and change in fair value of warrant liabilities and (v) gains or losses on the sale of businesses, property and equipment. The Company uses Adjusted EBITDA internally to monitor operating results and to evaluate the performance of its business.

The following table reconciles net loss to EBITDA and Adjusted EBITDA:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Net loss	$	(24,589)	$	(44,221)	$	(34,122)	$	(66,201)
Interest expense, net	10,667		11,545		21,426		23,744
Depreciation and amortization	3,400		4,956		7,982		10,417
Income tax expense	(336)		23,821		(8)		17,021
EBITDA	(10,858)		(3,899)		(4,722)		(15,019)
Floor plan interest expense	(3,269)		(5,708)		(7,859)		(13,384)
LIFO adjustment	(1,508)		315		(6,453)		441
Loss (gain) on sale of businesses, property and equipment	1,952		(1,044)		2,411		(1,044)
Impairment charges	7,676		—		10,576		—
(Gain) loss on change in fair value of warrant liabilities	(407)		337		(4,689)		337
Stock-based compensation expense	174		595		471		1,104
Adjusted EBITDA	$	(6,240)	$	(9,404)	$	(10,265)	$	(27,565)

Adjusted Net Cash (Used In) Provided By Operating Activities

In accordance with U.S. GAAP, we report floor plan notes payable within cash flows from financing activities in the statements of cash flows. However, management believes that presenting activities relating to floor plan notes payable within cash flows from operating activities is useful in evaluating the Company’s cash flows from operating activities. The Company finances substantially all of our new vehicle inventory and certain of our used vehicle inventory through revolving floor plan arrangements. As a result, we use the non-GAAP measure adjusted net cash (used in) provided by operating activities to further evaluate our cash flows. We believe that adjusted net cash (used in) provided by operating activities eliminates excess volatility in our operating cash flows prepared in accordance with U.S. GAAP.

Adjusted net cash (used in) provided by operating activities, a non-GAAP measure, is defined as net cash provided by (used in) operating activities plus net (repayments) borrowings on floor plan notes payable less borrowings on floor plan notes payable assumed in acquisitions.

Adjusted net cash (used in) provided by operating activities is not a measure of financial liquidity measure under U.S. GAAP and should not be considered in isolation or as an alternative to cash flows from operating activities or any other measure determined in accordance with U.S. GAAP. The items included to calculate adjusted net cash (used in) provided by operating activities are significant components in understanding and assessing the Company’s cash flows from operating and financing activities. The Company’s adjusted net cash (used in) provided by operating activities may not be comparable to a similarly titled measure of another company because other entities may not calculate adjusted cash flows from operating activities in the same manner.

See Liquidity and Capital Resources below for a reconciliation of net cash provided by operating activities to adjusted net cash (used in) provided by operating activities.

Liquidity and Capital Resources

Our principal immediate need for liquidity and capital resources is for working capital. We have historically satisfied our liquidity needs through cash flows from operations, borrowings under our credit facilities, as well as occasional sale-

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leaseback arrangements. In addition to these sources of liquidity, potential sources to fund or support our business strategy include seeking waivers or other modifications concerning our existing debt and other obligations, new loans and/or re-financing existing loans, proceeds from debt or equity offerings, proceeds from asset sales and/or proceeds from other potential transactions. We evaluate all of our options for feasibility and have been and continue to pursue transactions to seek to generate liquidity to support our operations and plans. However, no assurances can be provided that these liquidity sources will be available in sufficient amounts to sustain our operations as a going concern, and many factors concerning their availability are beyond our control, such as actions or inactions of our lenders and potential transaction counterparties.

Cash Flow Summary


	Six Months Ended June 30,
(In thousands)	2025		2024
Net cash provided by operating activities	$	7,358	$	101,315
Net cash provided by (used) in investing activities	171,924		(9,967)
Net cash used in financing activities	(179,282)		(107,411)
Net decrease in cash	—		(16,063)

Operating Activities

Inventories are the most significant component of our cash flow from operations. As of June 30, 2025, our new vehicle days’ supply was 91 days which was 114 days less than our days’ supply as of December 31, 2024. As of June 30, 2025, our days’ supply of pre-owned vehicles was 46 days, which was 103 days less than our days’ supply at December 31, 2024. We calculate days’ supply of inventory based on current inventory levels and a 90-day historical cost of sales level. We continue to focus on managing our unit mix and maintaining appropriate levels of new and pre-owned vehicle inventory.

Borrowings and repayments of our vehicle inventory floor plan loans are presented as financing activities. Additionally, the cash paid for inventory purchased as part of an acquisition is presented as an investing activity, while the subsequent flooring of the new inventory is included in our floor plan payable cash activities.

To better understand the impact of these items, a reconciliation of adjusted net cash provided by operating activities, a non-GAAP financial measure to net cash provided by operating activities, is presented below:


	Six Months Ended June 30,				Variance
(In thousands)	2025		2024		$
Net cash provided by operating activities, as reported	$	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)

The increase in adjusted net cash used in operating activities was primarily driven by repayments of $86.8 million of floor plan notes payable and paid-in-kind interest of $6.7 million with net proceeds received from the Divestitures.

Investing Activities

During the six months ended June 30, 2025, we received $172.0 million net proceeds from the Divestitures. Such proceeds from the Divestitures were used for repayments of $86.8 million of floor plan notes payable, repayments of $54.0 million of term loan and mortgage debt, paid-in-kind interest of $6.7 million and working capital and general corporate purposes. Additionally, capital expenditures decreased by $8.8 million during the six months ended June 30, 2025 compared to the same period in 2024. Forecasted capital expenditures for the fiscal year 2025 are expected to be less than $2.0 million, which is a significant decrease from capital expenditures in the fiscal year 2024.

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Financing Activities

During the six months ended June 30, 2025, significant financing activities included $120.7 million of net repayments under our Floor Plan Credit Facility (as defined below), repayments under our Revolving Credit Facility (as defined below) of $2.5 million, and repayments on long-term debt and finance liabilities of $56.0 million. Of these repayments of debt, net proceeds from the Divestitures were used to repay $86.8 million of floor plan notes payable and $54.0 million of term loan and mortgage debt. During the six months ended June 30, 2024, significant financing activities included net repayments under our Floor Plan Credit Facility of $114.8 million, borrowings under our Revolving Credit Facility of $5.0 million and proceeds from issuance of long-term debt and finance liabilities of $16.4 million.

M&T Credit Facilities

As of June 30, 2025, the M&T Credit Agreement provided us with a $245.0 million floor plan credit facility (the “Floor Plan Credit Facility”) and zero remaining availability under a revolving credit facility (the “Revolving Credit Facility” and together with the Floor Plan Credit Facility, the “M&T Credit Facilities”), which mature February 21, 2027. As of June 30, 2025, the outstanding principal balance of the Revolving Credit Facility was $27.8 million.

On April 30, 2025, we entered into the April 2025 M&T Waiver in connection with the M&T Credit Agreement. The April 2025 M&T Waiver granted the Company temporary waivers of existing or potential defaults or events of default resulting from any the following: the Company not making certain vehicle curtailment payments during the month of April 2025; the Company not making certain interest payments that were otherwise payable on May 1, 2025; the Company not complying with the minimum liquidity covenant for the month ended April 30, 2025; the Company not complying with certain covenants relating to payment of liabilities due to third parties and the payment of taxes; the inaccuracy of the Company’s solvency representation, to the extent it was inaccurate or if it becomes inaccurate. The waiver under the April 2025 M&T Waiver lasted for the April 2025 M&T Waiver Period. The April 2025 M&T Waiver also waived certain actual or potential cross-defaults under other credit facilities, including the Coliseum Loan Agreement.

On June 12, 2025, we entered into the Fourth Amendment with M&T Bank and the lenders party thereto, pursuant to which M&T and the lenders party thereto waived the actual or potential defaults or events of default described in the April 2025 M&T Waiver and consented to the proposed sale of our dealership located in Claremore, Oklahoma. The lenders party to the Fourth Amendment waived each of the $2,500,000 amortization payments that would have otherwise been due in respect of the formerly available Revolving Credit Facility on June 30, 2025, September 30, 2025 and December 31, 2025, provided that if the loan parties fail, between June 1, 2025 and December 31, 2025, to repay the outstanding principal balance of the Revolving Credit Facility by at least $7,500,000, then on December 31, 2025 the loan parties will be required to make a mandatory prepayment of the Revolving Credit Facility in an amount equal to such deficiency.

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As of June 30, 2025, the Revolving Credit Facility bears interest at: (a) one-month term SOFR or daily SOFR plus an applicable margin of 3.40% or (b) the Base Rate plus a margin of 2.40%.

On July 31, 2025, we entered into the July 2025 M&T Waiver related to the M&T Credit Agreement. The July 2025 M&T Waiver grants us temporary waivers of potential defaults or events of default resulting from the following: (a) the failure to make certain vehicle curtailment payments due on or about August 1, 2025; (b) the failure to make certain interest payments on July 31 and August 1, 2025; (c) the failure to repay certain loans outstanding under the Credit Agreement with certain net cash proceeds received in connection with the sale of the Company’s Claremore, Oklahoma facility (the “Specified Claremore Real Estate Net Proceeds”); (d) the inaccuracy of the Company’s solvency representation; and (e) certain cross-defaults under the Company’s mortgage with First Horizon Bank relating to the foregoing. The foregoing waivers apply for the July 2025 M&T Waiver Period. At the end of the July 2025 M&T Waiver Period, the waivers described above will cease to be of any force or effect.

Pursuant to the July 2025 M&T Waiver, we deposited the Specified Claremore Real Estate Net Proceeds into the Cash Collateral Reserve. M&T Bank and the lenders under the M&T Credit Agreement may agree in their sole discretion to release funds from the Cash Collateral Reserve to the Company upon its written request. At the end of the July 2025 M&T Waiver Period, funds in the Cash Collateral Reserve may be applied to obligations outstanding under the M&T Credit Agreement.

The July 2025 M&T Waiver also permanently decreased the lenders’ aggregate commitments in respect of the Floor Plan Credit Facility from $245,000,000 to $225,000,000.

Other Long-Term Debt

Mortgages

Term Loan from Coliseum

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party debt, net of debt discount in our balance sheets. The accrued paid-in-kind interest is included in other long-term liabilities in our balance sheets.

On April 30, 2025, the Coliseum Borrowers entered the April 2025 Coliseum Waiver with the Lender in connection with the Coliseum Loan Agreement. The April 2025 Coliseum Waiver granted the Coliseum Borrowers and the other loan parties temporary waivers of existing or potential defaults or events of default resulting from any of the following: the Coliseum Borrowers’ not complying with certain covenants relating to payment of taxes; us not complying with our financial covenant to maintain liquid assets of not less than $5,000,000; and certain actual or potential cross-defaults under other credit facilities, including under the M&T Credit Agreement. The foregoing waivers applied for the Coliseum Waiver Period.

On June 12, 2025, the Coliseum Borrowers entered into the June 2025 Coliseum Waiver with the Lender in connection with the Coliseum Loan Agreement. The June 2025 Coliseum Waiver granted the Coliseum Borrowers and the other loan parties waivers of specified defaults or events of defaults described in the April 2025 Coliseum Waiver. In addition, under the June 2025 Coliseum Waiver, the Lender consented to the proposed sale by the Coliseum Borrowers of their real property located in Claremore, Oklahoma.

In June 2025, we sold our Fort Pierce, Florida dealership and related real property in the General RV Sales, and we repaid the principal and paid-in-kind accrued interest balance by approximately $14.7 million. As of June 30, 2025, the outstanding principal balance of the Loan was $3.7 million.

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Future Contractual Maturities

Future contractual maturities of total debt are as follows:


(In thousands)
Remainder of 2025	$	8,852
2026	13,691
2027	9,732
2028	435
2029	465
Thereafter	10,974
Total	$	44,149

Going Concern

Substantial doubt about the Company’s ability to continue as a going concern exists. The Company incurred a net loss of $34.1 million during the six months ended June 30, 2025 and had an accumulated deficit of $148.9 million. As of June 30, 2025, the Company had cash and cash equivalents of $24.7 million, debt obligations of $43.5 million relating to mortgages, term loans and the Revolving Credit Facility, floor plan notes payable of $185.5 million and operating and finance lease obligations of $97.8 million. Under the Third Amendment, we permanently eliminated our ability to borrow new loans or swingline loans or to request issuance of letters of credit under the Revolving Credit Facility formerly available to us thereunder. As a result, the only credit facility currently available to us under the M&T Credit Agreement is the floor plan credit facility, and currently we do not have access to a Revolving Credit Facility that we can use for general working capital purposes. Our ability to meet future anticipated liquidity needs over the next year will largely depend on our ability to generate positive cash inflows from operations and/or secure sources of outside capital. We have evaluated the significance of the uncertainty regarding our financial condition in relation to our ability to meet our obligations, which has raised substantial doubt about the Company’s ability to continue as a going concern. While we believe we will be able to generate sufficient positive cash inflows and/or secure outside capital, there can be no assurance our plans will be successfully implemented, and many relevant factors concerning our ability to continue as a going concern are outside of our control, such as actions or inactions of our lenders and the willingness of external parties to provide financing to us. Accordingly, we may be unable to continue as a going concern over the next year. As a result, there is substantial doubt about our ability to continue as a going concern.

Tax Legislation

Industry Trends

We monitor industry conditions in the RV market using a number of resources including its own performance tracking and modeling. We also consider monthly wholesale shipment data as reported by the RV Industry Association (“RVIA”), which is typically issued on a one-month lag and represents manufacturers’ North American RV production and delivery to dealers. In April, the RVIA issued an updated forecast for calendar year 2025 wholesale unit shipments. The forecast projects 2025 RV wholesale shipments to range between 320,400 to 353,500 units with a median of 333,700 units. We believe that retail consumers remain interested in the RV lifestyle. While we anticipate that near-term demand will be influenced by many factors, including consumer confidence, interest rates and the level of consumer spending on discretionary products, we believe future retail demand for RVs over the longer term will exceed historical, pre-pandemic levels as consumers continue to value the benefits offered by the RV lifestyle.

Inflation

During the six months ended June 30, 2025, we experienced the impact of inflation on our operations, particularly with the increased cost of new vehicles. The price risk relating to new vehicles includes the cost from the manufacturer, as well as

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freight and logistics costs. Each of these costs have been impacted, to differing degrees, by factors such as high demand for product, supply chain disruptions, labor shortages, and increased fuel costs.

Inflationary factors, such as increases to our product and overhead costs, may adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs or if demand for our products and services declines as a result of price increases to address inflationary costs. We finance substantially all of our new vehicle inventory and certain of our used vehicle inventory through revolving floor plan arrangements. Inflationary increases in the costs of new and/or used vehicles financed through the revolving floor plan arrangement result in an increase in the outstanding principal balance of the revolving floor plan arrangement. Additionally, our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Finally, our credit agreements include interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation.

Cyclicality

Unit sales of RV vehicles historically have been cyclical, fluctuating with general economic cycles. During economic downturns the RV retailing industry tends to experience similar periods of decline and recession as the general economy. We believe that the industry is influenced by general economic conditions and particularly by consumer confidence, the level of personal discretionary spending, fuel prices, interest rates and credit availability.

Seasonality and Effects of Weather

Our operations generally experience modestly higher volumes of vehicle sales in the first half of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at our Florida and Arizona locations. In addition, the northern locations in Colorado, Tennessee, Minnesota, and Oregon generally experience modestly higher vehicle sales during the spring months.

Our largest RV dealership is located near Tampa, Florida, which is in close proximity to the Gulf of America. A severe weather event, such as a hurricane, could cause severe damage to property and inventory and decrease the traffic to our dealerships. Although we believe that we have adequate insurance coverage, if we were to experience a catastrophic loss, we may exceed our policy limits and/or may have difficulty obtaining similar insurance coverage in the future.

Critical Accounting Policies and Estimates

There have been no material changes in the critical accounting policies and use of estimates described in our 2024 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information requested by this Item 3 is not applicable as we have elected scaled disclosure requirements available to smaller reporting companies with respect to this Item 3.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) or our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of the controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error and mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud

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may occur and not be detected. Also, projections of any evaluation of effectiveness of controls and procedures to future periods are subject to the risk that the controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the controls and procedures may have deteriorated.

In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, and due to the previously identified material weaknesses in our internal control over financial reporting that is described below, which is still being remediated, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2025.

As previously disclosed in our 2024 Form 10-K, we previously identified a material weakness related to ineffective design and implementation of Information Technology General Controls ("ITGC") in the area of user access, program change management and security administration that are relevant to the preparation of the financial statements. Primarily, we did not design and maintain controls to ensure (a) access provisioned matched the access requested, (b) user access reviews were performed with complete and accurate data, (c) changes to internally developed applications were approved prior to deployment to production and (d) security administration was appropriately maintained. As a result, our related process-level IT dependent manual and automated controls that rely on the affected ITGCs, or information from IT systems with affected ITGCs, were also deemed ineffective. Additionally, management identified a material weakness in our internal control over financial reporting that existed due to (a) resource turnover resulting in insufficient resources to perform financial reviews which resulted in the restatement of our consolidated financial statements for the year ended December 31, 2024 and revisions of certain quarterly financial information, and (b) a lack of sufficient documentation to support the effective performance of our internal control over financial reporting.

Notwithstanding the previously identified material weaknesses, which remains unremediated, management, including our Chief Executive Officer and Chief Financial Officer, believes the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Ongoing Remediation Efforts to Address the Previously Identified Material Weaknesses

We have devoted and will continue to devote significant time and resources to execute our plan to remediate the aforementioned material weaknesses and enable us to conclude full remediation once these steps have been completed and operating effectively. The following components of the remediation plan, among others have been implemented:

•Hired a new Chief Financial Officer and Chief Technology Officer with requisite accounting and internal controls knowledge and experience to complement the executive leadership team;

•Assessed the specific training needs or resource gaps and have begun steps to hire key personnel, including key personnel hired in 2025;

•Designed and implemented controls over change management and security administration for all key financial systems.

While we have completed significant steps in our remediation, management will continue to implement its remediation plan, including its determination if additional updates are appropriate in the enumerated points above and through taking additional actions to remediate the material weaknesses in internal control over financial reporting, which include but are not limited to the following:

•Perform and implement a user role redesign for certain systems, which includes rationalization of user roles and permissions and considers segregation of duties;

•Engage third-party assistance to assess the specific training needs for newly hired and existing personnel and develop and deliver training programs, designed to uphold our internal control;

•Continue to expand the available resources at the Company with experience in designing and implementing both ITGC and business process control activities.

With the actions already taken and our planned remediation steps in fiscal year 2025, when fully implemented and operated consistently, we believe we will remediate the material weaknesses. The material weaknesses will not be considered remediated until the remediation actions, including those above and any other determined appropriate have been completed and have operated effectively for a sufficient period of time. We are committed to validating that changes made are operating as intended within our remediation plan.

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Changes in Internal Control over Financial Reporting

Other than with respect to the remediation efforts described above in connection with the previously identified material weaknesses, there were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1A. Risk Factors

The information in this Form 10-Q should be read in conjunction with the risk factors under “Risk Factors” in Item 1A and information disclosed in our 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

We made no unregistered sales of equity securities during the three months ended June 30, 2025.

Item 5. Other Information

During the second quarter of 2025, none of our officers or directors adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits


Exhibit Number			Description
2.1+			Asset Purchase Agreement, dated as of May 20, 2025, by and among Fun Town RV Las Vegas, LLC, as purchaser, LD of Las Vegas, LLC, as seller, and Lazydays Holdings, Inc (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 23, 2025 and incorporated herein by reference).
2.2+			Real Estate Purchase Agreement, dated as of May 20, 2025, by and between LD Real Estate, LLC, as seller, and MRV Las Vegas Property, LLC, as purchaser (filed as Exhibit 2.2 to the Current Report on Form 8-K filed on May 23, 2025 and incorporated herein by reference).
2.3+			Asset Purchase Agreement, dated as of June 18, 2025, by and among Ron Hoover Companies, Inc., as purchaser and Lazydays RV of Oklahoma, LLC, as seller (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on June 24, 2025 and incorporated herein by reference).
2.4+			Real Estate Purchase Agreement, dated as of June 18, 2025, by and between LD Real Estate, LLC, as seller, and Ron Hoover Companies, Inc., as buyer (filed as Exhibit 2.2 to the Current Report on Form 8-K filed on June 24, 2025 and incorporated herein by reference).
3.1			Certificate of Amendment of Restated Certificate of Incorporation of Lazydays Holdings, Inc., dated July 10, 2025 and effective July 11, 2025 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on July 11, 2025 and incorporated herein by reference).
10.1			Limited Waiver and Fourth Amendment to Second Amended and Restated Credit Agreement and Consent, dated June 12, 2025, by and among LDRV Holdings Corp., the other loan parties party thereto, each of the lenders and Manufacturers and Traders Trust Company (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 17, 2025 and incorporated herein by reference).
10.2			Waiver of Defaults and Consent, dated June 12, 2025, by and between Coliseum Holdings I, LLC, LD Real Estate, LLC, Lazydays RV of Ohio, LLC and Airstream of Knoxville at Lazydays RV, LLC (filed as Exhibit 10.2 to the Current Report on Form 8-K filed on June 17, 2025 and incorporated herein by reference).
10.3			Limited Waiver and Consent with Respect to Credit Agreement, dated July 31, 2025, by and among LDRV Holdings Corp., the other loan parties party thereto, each of the lenders and Manufacturers and Traders Trust Company (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 4, 2025 and incorporated herein by reference).
10.4†			Form of Indemnification Agreement (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 11, 2025 and incorporated herein by reference).
10.5†			Amendment to Employment Agreement, dated July 9, 2025, between Lazydays Holdings, Inc. and Ronald K. Fleming (filed as Exhibit 10.2 to the Current Report on Form 8-K filed on July 11, 2025 and incorporated herein by reference).
31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
32.1**			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
32.2**			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)
101*			The following financial statements from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, formatted in inline XBRL, include: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

*Filed herewith

**Furnished herewith

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+ Certain schedules and exhibits have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

† Management compensatory plan or arrangement.

Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise stated in any such filing.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			Lazydays Holdings, Inc.

Date: August 14, 2025			/s/ Jeff Needles
			Jeff Needles
			Chief Financial Officer

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