lazy-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2023


¨			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

LAZY

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 13,843,006 shares of common stock, par value $0.0001, issued and outstanding as of April 28, 2023.

Table of Contents

Lazydays Holdings, Inc.

Form 10-Q for the Quarter Ended March 31, 2023

Table of Contents


			Page

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements			3

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			22

Item 3 – Quantitative and Qualitative Disclosures about Market Risk			30

Item 4 – Controls and Procedures			30

PART II – OTHER INFORMATION



Item 1A – Risk Factors			32

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			32







Item 6 – Exhibits			33

Signatures			34

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except for share and per share data)

(Unaudited)


	As of March 31, 2023		As of December 31, 2022
ASSETS
Current assets
Cash	$	41,049	$	61,687
Receivables, net of allowance for doubtful accounts of $476 and $476	28,405		25,053
Inventories	419,136		378,881
Income tax receivable	8,058		7,912
Prepaid expenses and other	5,971		3,316
Total current assets	502,619		476,849

Property and equipment, net of accumulated depreciation of $37,788 and $35,275	177,818		158,991
Operating lease right-of-use assets	25,797		26,984
Goodwill	89,128		83,460
Intangible assets, net	79,832		81,665
Other assets	2,947		2,769
Total assets	$	878,141	$	830,718

See the accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED

(In thousands except for share and per share data)

(Unaudited)


	As of March 31, 2023		As of December 31, 2022
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	13,485	$	10,843
Accrued expenses and other current liabilities	32,190		27,875
Dividends payable	1,184		1,210
Floor plan notes payable, net of debt discount	342,280		348,735
Financing liability, current portion	2,224		2,281
Long-term debt, current portion	400		3,607
Operating lease liability, current portion	5,139		5,074
Total current liabilities	396,902		399,625

Long-term liabilities
Financing liability, non-current portion, net of debt discount	90,694		89,770
Revolving line of credit	30,000		—
Long term debt, non-current portion, net of debt discount	306		10,131
Operating lease liability, non-current portion	21,620		22,755
Deferred income tax liability	15,536		15,536
Warrant liabilities	—		906
Total liabilities	555,058		538,723

Commitments and Contingencies

Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding; liquidation preference of $60,000	54,983		54,983

Stockholders’ Equity

Preferred Stock, $0.0001 par value; 5,000,000 shares authorized;	—		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 17,255,228 and 14,515,253 shares issued and 13,843,006 and 11,112,464 outstanding	—		—
Additional paid-in capital	162,301		130,828
Treasury Stock, at cost, 3,412,222 and 3,402,789 shares	(57,128)		(57,019)
Retained earnings	162,927		163,203
Total stockholders’ equity	268,100		237,012
Total liabilities and stockholders’ equity	$	878,141	$	830,718

See the accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands except for share and per share data)

(Unaudited)


	Three months ended March 31,
	2023		2022
Revenue
New vehicle retail	$	176,747	$	217,436
Pre-owned vehicle retail	84,775		116,500
Vehicle wholesale	1,708		6,524
Finance and insurance	16,881		21,635
Service, body and parts and other	15,545		14,066
Total revenue	295,656		376,161

Cost applicable to revenues
New vehicle retail	153,331		172,605
Pre-owned vehicle retail	67,528		88,283
Vehicle wholesale	1,721		6,579
Finance and insurance	693		697
Service, body and parts and other	7,181		6,720
LIFO	1,311		2,460
Total cost applicable to revenue	231,765		277,344
Gross profit	63,891		98,817

Depreciation and amortization	4,403		4,084
Selling, general, and administrative expenses	53,532		56,104
Income from operations	5,956		38,629
Other income (expense)

Floor plan interest expense	(5,531)		(976)
Other interest expense	(1,700)		(1,936)
Change in fair value of warrant liabilities	856		1,540

Total other expense, net	(6,375)		(1,372)
(Loss) income before income tax expense	(419)		37,257
Income tax benefit (expense)	143		(8,973)
Net (loss) income	(276)		28,284
Dividends on Series A Convertible Preferred Stock	(1,184)		(1,184)
Net (loss) income and comprehensive (loss) income attributable to common stock and participating securities	$	(1,460)	$	27,100

EPS:
Basic	$	(0.12)	$	1.44
Diluted	$	(0.17)	$	1.17
Weighted average shares outstanding:
Basic	11,988,899		12,798,100
Diluted	11,988,899		20,561,136

See the accompanying notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands except for share data)

(Unaudited)


	Common Stock			Treasury Stock			Additional Paid-In capital		Retained Earnings		Total Stock-holders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2022	14,515,253	$	—	3,402,789	$	(57,019)	$	130,828	$	163,203	$	237,012
Stock-based compensation	—	—		—	—		797		—		797
Repurchase of treasury stock	—	—		9,433	(109)		—		—		(109)
Exercise of warrants and options	2,739,975	—		—	—		31,238		—		31,238
Disgorgement of short-swing profits	—	—		—	—		622		—		622
Dividends on Series A preferred stock	—	—		—	—		(1,184)		—		(1,184)
Net loss	—	—		—	—		—		(276)		(276)
Balance at March 31, 2023	17,255,228	$	—	3,412,222	$	(57,128)	$	162,301	$	162,927	$	268,100

SEC Form 10-Q filed by Lazydays Holdings Inc.