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0001721741falseNasdaq4042 Park Oaks Blvd.Suite 350TampaFlorida813246-4999FALSE5/15/202500017217412025-05-152025-05-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 15, 2025
Lazydays Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-38424 82-4183498
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
4042 Park Oaks Blvd., Suite 350, Tampa, Florida
33610
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(813) 246-4999

N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
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. o On May 15, 2025, Lazydays Holdings, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1.



Item 2.02 Results of Operations and Financial Condition.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Lazydays Holdings, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
Press Release, dated May 15, 2025, announcing Lazydays’ financial results for the first quarter ended March 31, 2025
104 Cover Page Interactive Data File (formatted as inline XBRL).



SIGNATURE
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 hereunto duly authorized.
LAZYDAYS HOLDINGS, INC.
Date: May 15, 2025
/s/ Jeff Needles
Jeff Needles
Chief Financial Officer

EX-99.1 2 gorvq12025er8-kexx991.htm EX-99.1 Document

Exhibit 99.1
logo.jpg
LAZYDAYS REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS
Tampa, FL (May 15, 2025) – Lazydays Holdings, Inc. (NasdaqCM: GORV) (“Lazydays,” the “Company” or “we”) today reports financial results for the first quarter ended March 31, 2025.

Ron Fleming, Interim CEO, said, “We made meaningful progress against our stated priorities in the first quarter of 2025. Our operating results were much improved as compared to our results in the fourth quarter and first quarter of 2024, with a notable increase in gross profit and greater gross profit margins across all product lines. Additionally, we completed the strategic divestiture of five dealership locations in the quarter, enabling us to enhance our cost structure and significantly de-lever our balance sheet by repaying approximately $145 million in debt. We are committed to continuing to execute our turnaround plan and to unlocking value for our shareholders.”

Total revenue for the first quarter 2025 was $165.8 million compared to $270.1 million for the same period in 2024. Loss from operations for the first quarter 2025 was $2.3 million compared to $16.6 million for the same period in 2024. We recognized impairment charges of $2.9 million related to indefinite-lived intangible assets during the first quarter 2025. First quarter 2025 net loss was $9.5 million compared to net loss of $22.0 million for the same period in 2024. First quarter 2025 Adjusted EBITDA, a non-GAAP measure, was $(4.0) million compared to Adjusted EBITDA of $(18.2) million for the same period in 2024.* Net loss per diluted share for the first quarter 2025 was $0.09 compared to net loss per diluted share of $1.67 for the same period in 2024.

*Refer to the reconciliation of net income to Adjusted EBITDA under “Reconciliation of Non-GAAP Measures” in this press release.

Conference Call Information
We have scheduled a conference call at 8:30 AM Eastern Time on Thursday, May 15, 2025 that will also be broadcast live over the internet.
The conference call may be accessed by telephone at (877) 407-8029 / +1 (201) 689-8029. To listen live on our website or for replay, visit https://www.lazydays.com/investor-relations.
About Lazydays
Lazydays has been a prominent player in the RV industry since our inception in 1976, earning a stellar reputation for delivering exceptional RV sales, service, and ownership experiences. Our commitment to excellence has led to enduring relationships with RVers and their families who rely on us for all of their RV needs.

Our wide selection of RV brands from top manufacturers, state-of-the-art service facilities, and an extensive range of accessories and parts ensure that Lazydays is the go-to destination for RV enthusiasts seeking everything they need for their journeys on the road. Whether you’re a seasoned RVer or just starting your adventure, our dedicated team is here to provide outstanding support and guidance, making your RV lifestyle truly extraordinary.

Lazydays is a publicly listed company on the Nasdaq stock exchange under the ticker “GORV.”
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future financing transactions and business strategy, and often contain words such as “project,” “outlook,” “expect,” “anticipate,”
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“intend,” “plan,” “believe,” “estimate,” “may,” “seek,” “would,” “should,” “likely,” “goal,” “strategy,” “future,” “maintain,” “continue,” “remain,” “target” or “will” and similar references to future periods.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements in this press release. The risks and uncertainties that could cause actual results to differ materially from estimated or projected results include, without limitation, future economic and financial conditions (both nationally and locally), changes in customer demand, our relationship with, and the financial and operational stability of, vehicle manufacturers and other suppliers, risks associated with our indebtedness (including our ability to obtain further waivers or amendments to credit agreements, the actions or inactions of our lenders, available borrowing capacity, our compliance with financial covenants and our ability to refinance or repay indebtedness on terms acceptable to us), acts of God or other incidents which may adversely impact our operations and financial performance, government regulations, legislation and other risks and uncertainties set forth throughout under the headers “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and in the notes to our financial statements in our most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K and from time to time in our other filings with the U.S. Securities and Exchange Commission. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements made herein and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as may be required by law.
Contact:
investors@lazydays.com
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Results of Operations
Three Months Ended March 31,
(In thousands, except share and per share data) 2025 2024
Revenue
New vehicle retail $ 97,519  $ 152,691 
Pre-owned vehicle retail 40,673  78,644 
Vehicle wholesale 2,056  6,249 
Consignment vehicle 1,489  466 
Finance and insurance 11,502  18,329 
Service, body and parts and other 12,576  13,741 
Total revenue 165,815  270,120 
Cost applicable to revenue
New vehicle retail 86,672  147,055 
Pre-owned vehicle retail 31,994  69,733 
Vehicle wholesale 2,120  8,460 
Finance and insurance 434  693 
Service, body and parts and other 5,698  6,287 
LIFO (4,945) 126 
Total cost applicable to revenue 121,973  232,354 
Gross profit 43,842  37,766 
Depreciation and amortization 4,582  5,461 
Selling, general, and administrative expenses 38,629  48,886 
Impairment charges 2,900  — 
Loss from operations (2,269) (16,581)
Other income (expense):
Floor plan interest expense (4,590) (7,676)
Other interest expense (6,169) (4,523)
Change in fair value of warrant liabilities 4,282  — 
Loss on sale of businesses, property and equipment (459) — 
Total other expense, net (6,936) (12,199)
Loss before income taxes (9,205) (28,780)
Income tax (expense) benefit (328) 6,800 
Net loss (9,533) (21,980)
Dividends on Series A convertible preferred stock —  (1,984)
Net loss and comprehensive loss attributable to common stock and participating securities $ (9,533) $ (23,964)
Loss per share:
Basic $ (0.09) $ (1.67)
Diluted $ (0.09) $ (1.67)
Weighted average shares used for EPS calculations:
Basic 110,300,452 14,368,677
Diluted 110,300,452 14,368,677
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Other Metrics and Highlights
Three Months Ended March 31,
2025 2024
Gross profit margins
New vehicle retail 11.1  % 3.7  %
Pre-owned vehicle retail 21.3  % 11.3  %
Vehicle wholesale (3.1) % (35.4) %
Consignment vehicle 100.0  % 100.0  %
Finance and insurance 96.2  % 96.2  %
Service, body and parts and other 54.7  % 54.2  %
Total gross profit margin 26.4  % 14.0  %
Total gross profit margin (excluding LIFO) 23.5  % 14.0  %
Retail units sold
New vehicle retail 1,143  2,055 
Pre-owned vehicle retail 805  1,460 
Consignment vehicle 200 
Total retail units sold 2,148  3,521 
Average selling price per retail unit
New vehicle retail $ 85,318  $ 74,263 
Pre-owned vehicle retail 50,525  53,866 
Average gross profit per retail unit (excluding LIFO)
New vehicle retail $ 9,490  $ 2,704 
Pre-owned vehicle retail 10,781  6,103 
Finance and insurance 5,153  4,919 
Revenue mix
New vehicle retail 58.8  % 56.5  %
Pre-owned vehicle retail 24.5  % 29.1  %
Vehicle wholesale 1.2  % 2.3  %
Consignment vehicle 0.9  % 0.2  %
Finance and insurance 6.9  % 6.8  %
Service, body and parts and other 7.7  % 5.1  %
100.0  % 100.0  %
Gross profit mix
New vehicle retail 24.7  % 14.9  %
Pre-owned vehicle retail 19.8  % 23.6  %
Vehicle wholesale (0.1) % (5.9) %
Consignment vehicle 3.4  % 1.2  %
Finance and insurance 25.2  % 46.7  %
Service, body and parts and other 15.7  % 19.7  %
LIFO 11.3  % (0.2) %
100.0  % 100.0  %

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Condensed Consolidated Balance Sheets
(In thousands) March 31, 2025 December 31, 2024
ASSETS
Current assets:
Cash $ 19,727  $ 24,702 
Receivables, net of allowance for doubtful accounts 26,363  22,318 
Inventories, net 182,607  211,946 
Income tax receivable 1,695  6,116 
Prepaid expenses and other 6,066  1,823 
Current assets held for sale 16,049  86,869 
Total current assets 252,507  353,774 
Property and equipment, net 171,033  174,324 
Operating lease right-of-use assets 12,875  13,812 
Intangible assets, net 50,806  54,957 
Other assets 3,724  3,216 
Long-term assets held for sale 18,563  75,747 
Total assets $ 509,508  $ 675,830 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 23,452  $ 22,426 
Accrued expenses and other current liabilities 31,780  31,211 
Floor plan notes payable, net of debt discount(1)
210,920  306,036 
Current portion of financing liability 2,880  2,792 
Current portion of revolving credit facility 10,000  10,000 
Current portion of long-term debt 346  1,168 
Current portion of operating lease liability 3,366  3,711 
Current liabilities related to assets held for sale 220  1,530 
Total current liabilities 282,964  378,874 
Long-term liabilities:
Financing liability, net of debt discount 75,226  76,007 
Revolving credit facility 17,844  20,344 
Long-term debt, net of debt discount 12,338  27,417 
Related party debt, net of debt discount 7,189  36,217 
Operating lease liability 9,886  10,592 
Deferred income tax liability 1,820  1,348 
Warrant liabilities 1,427  5,709 
Other long-term liabilities 6,721  6,721 
Long-term liabilities related to assets held for sale 13,729  23,001 
Total liabilities 429,144  586,230 
Stockholders’ Equity
Common stock 10  10 
Additional paid-in capital 261,762  261,465 
Treasury stock, at cost (57,128) (57,128)
Retained deficit (124,280) (114,747)
Total stockholders’ equity 80,364  89,600 
Total liabilities and stockholders’ equity $ 509,508  $ 675,830 
(1) Includes floor plan notes payable associated with inventories classified as held for sale of $16.0 million as of March 31, 2025 and $86.8 million as of December 31, 2024.
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Statements of Cash Flows
Three Months Ended March 31,
(In thousands) 2025 2024
Operating Activities
Net loss $ (9,533) $ (21,980)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation 297  509 
Bad debt expense 263  58 
Depreciation of property and equipment 3,330  3,189 
Amortization of intangible assets 1,252  2,271 
Amortization of debt discount 1,701  74 
Non-cash operating lease expense (222) (30)
Loss on sale of businesses, property and equipment 459  29 
Deferred income taxes 472  (5,032)
Change in fair value of warrant liabilities (4,282) — 
Impairment charges 2,900  — 
Changes in operating assets and liabilities:
Receivables (4,308) (4,608)
Inventories 32,346  109,442 
Prepaid expenses and other (4,155) 1,193 
Income tax receivable 4,421  (1,612)
Other assets (504) (333)
Accounts payable, accrued expenses and other current liabilities 1,595  (2,930)
Net cash provided by operating activities 26,032  80,240 
Investing Activities
Net proceeds from sale of businesses, property and equipment 113,947  — 
Purchases of property and equipment (15) (8,765)
Net cash provided by (used) in investing activities 113,932  (8,765)
Financing Activities
Net repayments under M&T bank floor plan (95,136) (89,016)
Principal repayments on revolving credit facility (2,500) — 
Principal repayments on long-term debt and finance liabilities (47,303) (1,176)
Loan issuance costs —  (18)
Net cash used in financing activities (144,939) (90,210)
Net decrease in cash (4,975) (18,735)
Cash, beginning of period 24,702  58,085 
Cash, end of period $ 19,727  $ 39,350 
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Reconciliation of Non-GAAP Measures

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.

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 presents a reconciliation of net income to EBITDA and adjusted EBITDA for the periods indicated:

Three Months Ended March 31,
(In thousands) 2025 2024
Net loss $ (9,533) $ (21,980)
Interest expense, net 10,759  12,199 
Depreciation and amortization 4,582  5,461 
Income tax expense (benefit) 328  (6,800)
EBITDA 6,136  (11,120)
Floor plan interest expense (4,590) (7,676)
LIFO adjustment (4,945) 126 
Loss on sale of businesses, property and equipment 459  — 
Impairment charges 2,900  — 
Gain on change in fair value of warrant liabilities (4,282) — 
Stock-based compensation expense 297  509 
Adjusted EBITDA $ (4,025) $ (18,161)

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