Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2024


¨			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 14,073,018 shares of common stock, par value $0.0001, issued and outstanding as of May 13, 2024.

Table of Contents

Lazydays Holdings, Inc.

Form 10-Q for the Quarter Ended March 31, 2024

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			20

Item 3 – Quantitative and Qualitative Disclosures about Market Risk			31

Item 4 – Controls and Procedures			31

PART II – OTHER INFORMATION



Item 1A – Risk Factors			33

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			33





Item 5 – Other Information			33

Item 6 – Exhibits			34

Signatures			35

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Table of Contents

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands except for share and per share data)


	March 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash	$	39,350	$	58,085
Receivables, net of allowance for doubtful accounts of $479 and $479	27,244		22,694
Inventories	346,645		456,087
Income tax receivable	9,031		7,416
Prepaid expenses and other	1,421		2,614
Total current assets	423,691		546,896
Property and equipment, net of accumulated depreciation of $49,282 and $46,098	271,273		265,726
Operating lease right-of-use assets	24,949		26,377

Intangible assets, net	78,276		80,546
Other assets	3,082		2,750
Deferred income tax asset	20,476		15,444
Total assets	$	821,747	$	937,739
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	15,847	$	15,144
Accrued expenses and other current liabilities	25,530		29,160


Floor plan notes payable, net of debt discount	357,832		446,783
Financing liability, current portion	2,559		2,473
Revolving line of credit, current portion	10,000		—
Long-term debt, current portion	792		741
Related party debt, current portion	409		400
Operating lease liability, current portion	5,008		5,276
Total current liabilities	417,977		499,977
Long-term liabilities:
Financing liability, non-current portion, net of debt discount	90,722		91,401
Revolving line of credit, non-current portion	39,500		49,500
Long term debt, non-current portion, net of debt discount	27,860		28,075
Related party debt, non-current portion, net of debt discount	32,917		33,354
Operating lease liability, non-current portion	21,052		22,242

Total liabilities	630,028		724,549
Commitments and contingencies - see Note 10
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding; liquidation preference of $60,000	58,177		56,193
Stockholders’ Equity
Preferred stock, $0.0001 par value; 5,000,000 shares authorized	—		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 17,485,240 and 17,477,019 shares issued and 14,073,018 and 14,064,797 shares outstanding	—		—
Additional paid-in capital	166,497		165,988
Treasury stock, at cost, 3,412,222 and 3,412,222 shares	(57,128)		(57,128)
Retained earnings	24,173		48,137
Total stockholders’ equity	133,542		156,997
Total liabilities and stockholders’ equity	$	821,747	$	937,739

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 LOSS (UNAUDITED)

(In thousands except for share and per share data)


	Three Months Ended March 31,
	2024		2023
Revenues
New vehicle retail	$	152,691	$	176,747
Pre-owned vehicle retail	79,576		84,775
Vehicle wholesale	6,249		1,708
Finance and insurance	18,329		16,881
Service, body and parts and other	13,741		15,545
Total revenues	270,586		295,656
Cost applicable to revenues
New vehicle retail	147,055		153,331
Pre-owned vehicle retail	70,199		67,528
Vehicle wholesale	8,460		1,721
Finance and insurance	693		693
Service, body and parts and other	6,287		7,181
LIFO	126		1,311
Total cost applicable to revenues	232,820		231,765
Gross profit	37,766		63,891
Depreciation and amortization	5,461		4,403
Selling, general, and administrative expenses	48,886		53,532
(Loss) income from operations	(16,581)		5,956
Other income (expense):
Floor plan interest expense	(7,676)		(5,531)
Other interest expense	(4,523)		(1,700)
Change in fair value of warrant liabilities	—		856
Total other expense, net	(12,199)		(6,375)
Loss before income taxes	(28,780)		(419)
Income tax benefit	6,800		143
Net loss	(21,980)		(276)
Dividends on Series A Convertible Preferred Stock	(1,984)		(1,184)
Net loss and comprehensive loss attributable to common stock and participating securities	$	(23,964)	$	(1,460)

Loss per share:
Basic	$	(1.67)	$	(0.12)
Diluted	$	(1.67)	$	(0.17)
Weighted average shares outstanding:
Basic	14,368,677		11,988,899
Diluted	14,368,677		11,988,899

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

Table of Contents

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands)


	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2023	17,477	$	—	3,412	$	(57,128)	$	165,988	$	48,137	$	156,997
Stock-based compensation	—	—		—	—		509		—		509
Repurchase of treasury stock	—	—		—	—		—		—		—
Issuance of vested restricted stock units, net of shares withheld for taxes	8	—		—	—		—		—		—
Dividends on Series A preferred stock	—	—		—	—		—		(1,984)		(1,984)
Net loss	—	—		—	—		—		(21,980)		(21,980)
Balance as of March 31, 2024	17,485	$	—	3,412	$	(57,128)	$	166,497	$	24,173	$	133,542


	Common Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	14,515	$	—	3,403	$	(57,019)	$	130,828	$	163,203	$	237,012
Stock-based compensation	—	—		—	—		797		—		797
Repurchase of treasury stock	—	—		9	(109)		—		—		(109)
Exercise of warrants and options	2,740	—		—	—		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 as of March 31, 2023	17,255	$	—	3,412	$	(57,128)	$	163,485	$	161,743	$	268,100

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

Table of Contents

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


	Three Months Ended March 31,
	2024		2023
Operating Activities
Net loss	$	(21,980)	$	(276)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation	509		797
Bad debt expense	58		7
Depreciation and amortization of property and equipment	3,189		2,570
Amortization of intangible assets	2,271		1,833
Amortization of debt discount	74		91
Non-cash operating lease (benefit) expense	(30)		22
Loss on sale of property and equipment	29		—

Deferred income taxes	(5,032)		—
Change in fair value of warrant liabilities	—		(856)
Impairment charges	—		538
Changes in operating assets and liabilities:
Receivables	(4,608)		(3,359)
Inventories	109,442		(33,650)
Prepaid expenses and other	1,193		(2,766)
Income tax receivable/payable	(1,612)		(146)
Other assets	(333)		(603)
Accounts payable, accrued expenses and other current liabilities	(2,930)		6,966
Total adjustments	102,220		(28,556)
Net cash provided by (used in) operating activities	80,240		(28,832)
Investing Activities
Cash paid for acquisitions, net of cash received	—		(19,730)
Proceeds from sales of property and equipment	—		22
Purchases of property and equipment	(8,765)		(13,936)
Net cash used in investing activities	(8,765)		(33,644)
Financing Activities
Net repayments under M&T bank floor plan	(89,016)		(6,495)
Borrowings under revolving line of credit	—		30,000

Principal payments on long-term debt and finance liabilities	(1,176)		(12,747)
Proceeds from issuance of long-term debt and finance liabilities	—		1,384
Loan issuance costs	(18)		(821)
Payment of dividends on Series A preferred stock	—		(1,184)
Repurchase of Treasury Stock	—		(109)

Proceeds from exercise of warrants	—		30,543
Proceeds from exercise of stock options	—		645
Disgorgement of short-swing profits	—		622

Net cash (used in) provided by financing activities	(90,210)		41,838
Net decrease in cash	(18,735)		(20,638)
Cash, beginning of period	58,085		61,687
Cash, end of period	$	39,350	$	41,049

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

Table of Contents

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (UNAUDITED)

(In thousands)


	Three Months Ended March 31,
	2024		2023
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	9,205	$	5,144
Cash paid during the period for income taxes net of refunds received	55		2

Cash paid for amounts included in the measurement of lease liability:
Operating cash outflows from operating leases	$	1,773	$	1,630

Right-of use assets obtained in exchange for lease liabilities:
Operating leases	$	—	$	142


Non-cash investing and financing activities:
Dividends accrued on Series A Preferred Stock	$	1,984	$	1,184
Decrease in PIPE warrant liability due to expiration of warrants	—		50

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

Table of Contents

LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Lazydays RV Center, Inc., the operating subsidiary of Lazydays Holdings, Inc. ("Lazydays," "we," "us," "our," or the "Company") is a recreational vehicle ("RV") company engaged in managing and operating 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 vehicle sales through third-party financing sources and extended warranty providers, and selling related parts and accessories.

As of March 31, 2024, we had 25 dealerships in the following locations:


Location			Number of Dealerships
Arizona			4
Colorado			3
Florida			3
Tennessee			3
Minnesota			2
Indiana			1
Iowa			1
Nevada			1
Ohio			1
Oklahoma			1
Oregon			1
Texas			1
Utah			1
Washington			1
Wisconsin			1

NOTE 2 – BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

Basis of Presentation

These Condensed Consolidated Financial Statements contain unaudited information as of March 31, 2024, and for the three months ended March 31, 2024 and 2023. 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 2023 audited Consolidated Financial Statements and the related notes thereto. The financial information as of December 31, 2023 is derived from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2024. 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.

Critical Accounting Policies

Our critical accounting policies have not materially changed during the three months ended March 31, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

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 income (loss).

Table of Contents

NOTE 3 – NEW ACCOUNTING PRONOUNCEMENTS

Adopted Accounting Standards

ASU 2020-06

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. We adopted ASU 2020-06 effective January 1, 2024 and it did not have a material effect on our Condensed Consolidated Financial Statements.

Accounting Standards Not Yet Adopted

ASU 2023-09

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU requires enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid and is effective for fiscal years and interim periods beginning after December 15, 2024. The guidance is to be applied prospectively, although retrospective application is permitted. The impact of adoption of ASU 2023-09 is expected to impact disclosures only and not have a material impact on our Condensed Consolidated Financial Statements.

ASU 2023-07

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the effects of this ASU to our disclosures.

NOTE 4 – INVENTORIES

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 $24.7 million and $24.6 million as of March 31, 2024 and December 31, 2023, respectively.

Inventories consist of the following:


(In thousands)	March 31, 2024		December 31, 2023
New recreational vehicles	$	313,469	$	385,001
Pre-owned recreational vehicles	49,329		86,517
Parts, accessories and other	8,547		9,144
	371,345		480,662
Less: excess of current cost over LIFO	(24,700)		(24,575)
Total	$	346,645	$	456,087

Table of Contents

NOTE 5 – INTANGIBLE ASSETS

Intangible assets and related accumulated amortization were as follows:


	March 31, 2024						December 31, 2023
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Asset Value		Gross Carrying Amount		Accumulated Amortization		Net Asset Value
Amortizable intangible assets:
Manufacturer relationships	$	71,849	$	29,003	$	42,846	$	71,849	$	26,968	$	44,881
Customer relationships	10,395		5,117		5,278		10,395		4,893		5,502
Non-compete agreements	230		178		52		230		167		63
	82,474		34,298		48,176		82,474		32,028		50,446
Non-amortizable intangible assets:
Trade names and trademarks	30,100		—		30,100		30,100		—		30,100
Total	$	112,574	$	34,298	$	78,276	$	112,574	$	32,028	$	80,546

Amortization expense on intangible assets was $2.3 million and $1.8 million for the three months ended March 31, 2024 and 2023, respectively.

Future amortization of intangible assets is as follows:


(In thousands)
Remainder of 2024	$	6,104
2025	8,070
2026	7,391
2027	7,080
2028	7,004
Thereafter	12,527
Total	$	48,176

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 original expiration dates between June 1, 2025 and September 1, 2042. At the conclusion of the 20-year lease period, the financing liability residual will correspond to the carrying value of the land.

There were no significant financing lease additions or terminations during the three months ended March 31, 2024.

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 Condensed Consolidated 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

Table of Contents

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.

There were no new significant operating lease additions or terminations during the three months ended March 31, 2024.

NOTE 7 – DEBT

M&T Financing Agreement

Our Senior Secured Credit Facility with M&T Bank provides a $525 million Floor Plan Line of Credit and a $50 million Revolving Credit Facility, both of which expire February 21, 2027.

On March 8, 2024, we entered into the First Amendment to the Second Amended and Restated Credit Agreement and Consent with M&T to waive and modify certain covenants. This included waiving the net leverage ratio from the fourth quarter of 2023 through the second quarter of 2024, the current ratio for the fourth quarter of 2023, and the fixed charge coverage ratio for the first and second quarters of 2024. Additionally, an additional tier was added to the definition of applicable margin of the M&T credit facilities, setting forth the applicable interest rates corresponding to a total net leverage ratio of 3.00 ≤ X. This new tier became applicable as of March 8, 2024.

As of March 31, 2024, we were not in compliance with all of the M&T Bank financing agreement covenants as we did not meet our minimum trailing twelve-month EBITDA requirement.

On May 14, 2024, we entered into the Second Amendment to the Second Amended and Restated Credit Agreement and Consent (the "Second Amendment") with M&T to modify certain covenants through the first quarter of 2025, including those covenants that we were out of compliance with at March 31, 2024. As part of the Second Amendment, we agreed to pay down $10 million on our Revolving Credit Facility by December 31, 2024. The Second Amendment also modifies certain covenants, including the net leverage ratio, the current ratio and the fixed charged ratio. Additionally, the definition of applicable margin was modified, to set forth the applicable interest rates from May 14, 2024 through June 30, 2025.

At March 31, 2024, there was $357.8 million outstanding on the Floor Plan Line of Credit at an interest rate of 7.9% and $49.5 million outstanding on the Revolving Credit Facility at an interest rate of 8.4%.

Following the Second Amendment, the Floor Plan Line of Credit bears interest at: (a) 30-day SOFR plus an applicable margin of 1.90% to 2.55% based on the total net leverage ratio (as defined in the new M&T Facility) or (b) the Base Rate plus a margin of 0.90% to 1.55% based on the total net leverage ratio (as defined in the new M&T Facility). Base Rate means, for any day, the fluctuating rate per annum equal to the highest of: (a) the Prime Rate for such day, (b) the Federal Funds Rate in effect on such day plus 50 Basis Points, and (c) the one-month Adjusted Term SOFR Rate, determined on a daily basis, plus 100 Basis Points. The Floor Plan Line of Credit is also subject to an annual unused commitment fee at 0.15% of the average daily unused portion of the Floor Plan.

The Revolving Credit Facility bears interest at: (a) 30-day SOFR plus an applicable margin of 2.15% to 3.40% based on the total net leverage ratio (as defined in the new M&T Facility) or (b) the Base Rate plus a margin of 1.15% to 2.40% based on the total net leverage ratio (as defined in the new M&T Facility). Base Rate means, for any day, the fluctuating rate per annum equal to the highest of: (a) the Prime Rate for such day, (b) the Federal Funds Rate in effect on such day plus 50 Basis Points, and (c) the one-month Adjusted Term SOFR Rate, determined on a daily basis, plus 100 Basis Points. The Revolving Credit Facility is also subject to a quarterly unused commitment fee at 0.15% of the average daily unused portion of the Revolving Credit Facility.

Borrowings under the M&T Financing Agreement are secured by a first priority lien on substantially all of our assets.

The Floor Plan Line of Credit consisted of the following:


(In thousands)	March 31, 2024		December 31, 2023
Floor plan notes payable, gross	$	359,491	$	447,647
Debt discount	(1,659)		(864)
Floor plan notes payable, net of debt discount	$	357,832	$	446,783

Table of Contents

Long-Term Debt

Other outstanding long-term debt consisted of the following:


	March 31, 2024						December 31, 2023
(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	$	64,273	$	(2,295)	$	61,978	$	64,870	$	(2,300)	$	62,570
Less: current portion	1,201		—		1,201		1,141		—		1,141
Long-term debt, non-current	$	63,072	$	(2,295)	$	60,777	$	63,729	$	(2,300)	$	61,429

Mortgages

In July 2023, we entered into two mortgages with First Horizon Bank for total proceeds of $29.3 million secured by certain real estate assets at our Murfreesboro and Knoxville locations. The loans bear interest between 6.85% and 7.10% per annum and mature in July 2033.

Term Loan

On December 29, 2023, we entered into a $35 million term loan (the "Loan") with Coliseum Holdings I, LLC as lender (the “Lender”). The Lender is an affiliate of Coliseum Capital Management, LLC ("Coliseum") and Christopher Shackelton, the chairman of our Board. The Loan has a maturity date of December 29, 2026. Certain funds and accounts managed by Coliseum held 59% of Lazydays common stock (calculated as if the preferred stock has been converted into common stock) as of March 31, 2024 and is therefore considered a related party. The Loan bears interest at a rate of 12% per annum, payable monthly in cash on the outstanding loan balance. For any quarterly period during the Loan term, we have the option at the beginning of each quarter to make pay-in-kind elections, whereby the entire outstanding balance would be charged interest at 14% per annum and interest amounts will be added to the outstanding principal. The Loan is secured by certain of our assets. Issuance costs of $2 million were recorded as debt discount and are being amortized over the term of the Loan to interest expense using the effective interest method. The Loan is carried at the outstanding principal balance, less debt issuance costs and is included in Related party debt, current portion and Related party debt, non-current portion, net of debt discount in our Condensed Consolidated Balance Sheets.

Under the terms of the Loan, for any repayments and prepayments that occur prior to January 1, 2025, we will owe a prepayment penalty of 1% on the outstanding principal balance being repaid and a make whole premium equal to the remaining interest owed on such balance repaid from date of repayment through January 1, 2025. For repayments and prepayments that occur after January 1, 2025 through maturity, we will owe a prepayment penalty of 2% on the outstanding principal balance being repaid.

The Loan contains certain reporting and compliance-related covenants. The Loan contains negative covenants, among other things, related to borrowing and events of default. It also includes certain non-financial covenants and 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 lender being able to declare amounts outstanding under the Loan due and payable or foreclose on the collateral, the lender can elect to increase the interest rate by 7% per annum during the period of default. In addition, the Loan contains a cross default with M&T Bank. As of March 31, 2024, we were not in compliance with all of the M&T Bank financing agreement covenants as we did not meet our minimum trailing twelve-month EBITDA requirement, however the cross default was waived for the period ended March 31, 2024.

On May 15, 2024, we increased the Loan by an additional $15 million (the "Advance"). The terms of the Advance are substantially similar to the terms on the Loan, and the Advance is secured by the inclusion of another dealership facility in the collateral.

Table of Contents

Future maturities of long-term debt are as follows:


(In thousands)
Remainder of 2024	$	978
2025	771
2026	35,826
2027	886
2028	950
Thereafter	24,862
Total	$	64,273

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. The revenues 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 $8.1 million and $8.8 million at March 31, 2024 and December 31, 2023, respectively, and is included in Accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets.

Revenues by State

Revenues by state that generated 10% or more of total revenues were as follows (unaudited):


	Three Months Ended March 31,
	2024		2023
Florida	44	%	50	%
Tennessee	10	%	11	%

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

Table of Contents

Supplier Concentrations

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


	Three Months Ended March 31,
	2024		2023
Thor Industries, Inc.	40	%	38	%
Winnebago Industries, Inc.	29	%	34	%
Forest River, Inc.	24	%	24	%

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”) has the right to receive dividends or dividend equivalents should we declare dividends on our common stock as if such holder of the 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 Series A preferred stockholders participation 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.

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 Preferred Stock does not participate in losses. As such, the net loss was attributed entirely to common stockholders.

Table of Contents

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 March 31,
(In thousands except share and per share amounts)	2024		2023
Basic loss per share:
Net loss attributable to common stock and participating securities used to calculate basic loss per share	$	(23,964)	$	(1,460)
Weighted average common shares outstanding	14,068,320		11,688,542
Dilutive effect of pre-funded warrants	300,357		300,357
Weighted average shares outstanding	14,368,677		11,988,899
Basic loss per share	$	(1.67)	$	(0.12)

Diluted loss per share:
Net loss attributable to common stock and participating securities	$	(23,964)	$	(1,460)
Change in fair value of warrant liabilities, net of tax	—		(564)
Net loss attributable to common stock and participating securities used to calculate diluted loss per share	$	(23,964)	$	(2,024)
Weighted average common shares outstanding	14,068,320		11,688,542
Weighted average pre-funded warrants	300,357		300,357



Weighted average shares outstanding	14,368,677		11,988,899
Diluted loss per share	$	(1.67)	$	(0.17)

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


	Three Months Ended March 31,
	2024	2023
Stock options	295,038	295,061
Restricted stock units	215,646	237,249
Shares issuable under the Employee Stock Purchase Plan	31,938	18,805
Share equivalents excluded from EPS	542,622	551,115

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Lease Obligations

See Note 6 - Leases to our Condensed Consolidated 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.

We record legal expenses as incurred in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Table of Contents

NOTE 11 – PREFERRED STOCK

Our Series A Preferred Stock is cumulative redeemable convertible preferred stock. Accordingly, it is classified as temporary equity and is shown net of issuance costs and the fair value of warrants issued in conjunction with the issuance of the Series A Preferred Stock.

We did not declare a dividend payment on the Series A Preferred Stock totaling $2.0 million for the quarter ended March 31, 2024. As a result, the amount was added to the carrying amount of the Series A Preferred Stock and the dividend rate is currently at 13% until such dividends are paid. Total undeclared and unpaid dividends were $3.2 million at March 31, 2024.

NOTE 12 – STOCK-BASED COMPENSATION

Stock-based compensation expense is included in Selling, general and administrative expense on our Condensed Consolidated Statements of Operations and Comprehensive Loss. We recognized stock-based compensation expense of $0.5 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively.

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 March 31, 2024, there were 1,068,905 shares of common stock available to be issued under the 2018 Plan.

Stock Options

Stock option activity 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, 2023	376,940	$	11.21	1.91 years	$	(1,566)

Cancelled or terminated	(81,902)	8.83

Options outstanding at March 31, 2024	295,038	11.87		2.99 years	(2,312)
Options outstanding and vested at March 31, 2024	248,290	11.54		1.27 years	(2,895)

Restricted Stock Units

Restricted stock unit activity was as follows:


	Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2023	238,275	$	13.35
Granted	15,267	4.38
Vested	(22,019)	10.99
Forfeited	(4,426)	12.38
Outstanding at March 31, 2024	227,097	13.03

Prefunded Warrants

As of March 31, 2024, there were 300,357 perpetual non-redeemable prefunded warrants outstanding with an exercise price of $0.01 per share. There was no activity during the three months ended March 31, 2024.

Unrecognized Stock-Based Compensation

As of March 31, 2024, unrecognized stock-based compensation costs for unvested awards was approximately $0.1 million, which is expected to be recognized over a weighted average period of 1.8 years.

Table of Contents

NOTE 13 – RELATED PARTY

We have a $50 million term loan outstanding with Coliseum, a related party, with a maturity date of December 29, 2026. See Note 7 - Debt to our Condensed Consolidated Financial Statements for additional information.

NOTE 14 – SUBSEQUENT EVENTS

On May 14, 2024, we entered into the Second Amendment with M&T to waive certain covenants. See Note 7 - Debt to our Condensed Consolidated Financial Statements for additional information.

Additionally, on May 15, 2024, we entered into a First Amendment to Loan Agreement (the "Amendment") with Coliseum. The Amendment provides for an additional $15 million mortgage loan (the "Advance"). As additional security for the Advance, we delivered to Coliseum an assignment of mortgage, leases and rents (and related security documents) for real property located in Fort Pierce, Florida.

In connection with the Advance, we issued warrants to clients of Coliseum Capital Management to purchase 2,000,000 shares of our common stock at a price of $5.25 per share, subject to certain adjustments. The warrants may be exercised at any time on or after May 15, 2024 and until May 15, 2034.

Table of Contents

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:

•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 expected operating results, such as store performance, selling, general and administrative expenses (“SG&A”) as a percentage of gross profit and all projections;

•Our ability to procure and manage inventory levels to reflect consumer demand;

•Our ability to find accretive acquisitions;

•Changes in the planned integration, success and growth of acquired dealerships and greenfield locations;

•Changes in our expected liquidity from our cash, availability under our credit facility and unfinanced real estate;

•Compliance with financial and restrictive covenants under our credit facility and other debt agreements;

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

•The repurchase of shares under our share repurchase program;

•Additional funds may not be available to us when we need or want them;

•Dilution related to our outstanding warrants, options and rights; and,

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

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q contains adjusted net cash provided by operating activities, a non-GAAP financial measure. Adjusted net cash provided by operating activities is defined as GAAP net cash provided by operating activities adjusted for net (repayments) borrowings on floor plan notes payable. Non-GAAP measures do not have definitions under GAAP and may be defined differently by and not comparable to similarly titled measures used by other companies. As a result, we review any non-GAAP financial measures in connection with a review of the most directly comparable measures calculated in accordance with GAAP. We caution you not to place undue reliance on such non-GAAP measures, but also to consider them with the most directly comparable GAAP measures. As required by Securities Exchange Commission (“SEC”) rules, we have reconciled this measure to the most directly comparable GAAP measure reported in this Quarterly Report on Form 10-Q. We believe the non-GAAP financial measure we present improves the transparency of our disclosures; provides a meaningful presentation of our results from core business operations because items are excluded that are not related to core business operations and other non-cash items; and improves the period-to-period comparability of our results from core business operations. This presentation should not be considered an alternative to a GAAP measure.

Table of Contents

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 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2024.

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.

We operate 25 dealerships in 15 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. With a strategic approach to rapid expansion, we are growing our network through acquisitions and new store openings. See Note 1 - Business Organization and Nature of Operations to our Condensed Consolidated Financial Statements for additional information.

Lazydays offers one of the largest selections of leading RV brands in the nation, featuring more than 4,400 new and pre-owned RVs. We have more than 400 service bays, and each location has an RV parts and accessories store. We employ approximately 1,300 people at our 25 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, 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. Our dealerships attract customers from all states except Hawaii.

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.

In January 2024, we launched a complete rebranding effort with new websites, logos, fonts and colors, as well as a new stock symbol ("GORV"). We believe these rebranding efforts will enhance our digital retail experience, particularly on mobile devices, which account for over 80% of our website traffic.

Table of Contents

Results of Operations


	Three Months Ended March 31,						Variance
(In thousands except per vehicle data)	2024			2023			$			%
Revenue
New vehicle retail	$	152,691		$	176,747		$	(24,056)		(13.6)	%
Pre-owned vehicle retail	$	79,576		$	84,775		$	(5,199)		(6.1)	%
Vehicle wholesale	$	6,249		$	1,708		$	4,541		NM
Finance and insurance	$	18,329		$	16,881		$	1,448		8.6	%
Service, body and parts and other	$	13,741		$	15,545		$	(1,804)		(11.6)	%
Total revenue	270,586			295,656			$	(25,070)		(8.5)	%

Gross profit
New vehicle retail	5,636			23,416			$	(17,780)		(75.9)	%
Pre-owned vehicle retail	9,377			17,247			$	(7,870)		(45.6)	%
Vehicle wholesale	(2,211)			(13)			$	(2,198)		NM
Finance and insurance	17,636			16,188			$	1,448		8.9	%
Service, body and parts and other	7,454			8,364			$	(910)		(10.9)	%
LIFO	(126)			(1,311)			$	1,185		(90.4)	%
Total gross profit	37,766			63,891			$	(26,125)		(40.9)	%

Gross profit margins
New vehicle retail	3.7		%	13.2		%	(950)		bps
Pre-owned vehicle retail	11.8		%	20.3		%	(850)		bps
Vehicle wholesale	(35.4)		%	(0.8)		%	NM		bps
Finance and insurance	96.2		%	95.9		%	30		bps
Service, body and parts and other	54.2		%	53.8		%	40		bps
Total gross profit margin	14.0		%	21.6		%	(760)		bps
Total gross profit margin (excluding LIFO)	14.0		%	22.1		%	NM		bps

Retail units sold
New vehicle retail	2,055			1,980			75			3.8	%
Pre-owned vehicle retail	1,466			1,304			162			12.4	%
Total retail units sold	3,521			3,284			237			7.2	%

Average selling price per retail unit
New vehicle retail	$	74,263		$	89,266		(15,003)			(16.8)	%
Pre-owned vehicle retail	54,281			65,012			(10,731)			(16.5)	%

Average gross profit per retail unit (excluding LIFO)
New vehicle retail	$	2,704		$	11,826		(9,122)			(77.1)	%
Pre-owned vehicle retail	6,396			13,227			(6,831)			(51.6)	%
Finance and insurance	4,919			4,929			(10)			(0.2)	%

F&I per unit	$	4,919		$	4,929		(10)			(0.2)	%
F&I penetration rate	62.9		%	61.2		%	170		bps

*NM - not meaningful

Table of Contents

Same Store Results of Operations

We believe that same store comparisons are an important indicator of our financial performance. Same store measures demonstrate our ability to grow operations in our existing locations.

Same store measures reflect results for stores that were operating in each comparison period, and only include the months when operations occurred in both periods. For example, a store acquired in February 2023 would be included in same store operating data beginning in March 2024, after its first complete comparable month of operations. The first quarter operating results for the same store comparisons would include results for that store in only the month of March for both comparable periods.

Table of Contents


	Three Months Ended March 31,						Variance
($ in thousands except per vehicle data)	2024			2023			$			%
Revenues
New vehicle retail	$	130,744		$	167,966		$	(37,222)		(22.2)	%
Pre-owned vehicle retail	66,715			81,961			(15,246)			(18.6)	%
Vehicle wholesale	5,046			1,708			3,338			NM
Finance and insurance	15,221			16,129			(908)			(5.6)	%
Service, body and parts and other	11,866			14,950			(3,084)			(20.6)	%
Total revenues	$	229,592		$	282,714		$	(53,122)		(18.8)	%

Gross profit
New vehicle retail	$	4,816		$	22,336		$	(17,520)		(78.4)	%
Pre-owned vehicle retail	7,729			16,672			(8,943)			(53.6)	%
Vehicle wholesale	(1,526)			(13)			(1,513)			NM
Finance and insurance	14,615			15,466			(851)			(5.5)	%
Service, body and parts and other	6,511			8,032			(1,521)			(18.9)	%
LIFO	(126)			(1,311)			1,185			NM
Total gross profit	$	32,019		$	61,182		$	(29,163)		(47.7)	%

Gross profit margins
New vehicle retail	3.7		%	13.3		%	(960)		bps
Pre-owned vehicle retail	11.6		%	20.3		%	(870)		bps
Vehicle wholesale	(30.2)		%	(0.8)		%	NM		bps
Finance and insurance	96.0		%	95.9		%	10		bps
Service, body and parts and other	54.9		%	53.7		%	120		bps
Total gross profit margin	13.9		%	21.6		%	(770)		bps
Total gross profit margin (excluding LIFO)	14.0		%	22.1		%	NM		bps

Retail units sold
New vehicle retail	1,636			1,841			(205)			(11.1)	%
Pre-owned vehicle retail	1,190			1,248			(58)			(4.6)	%
Total retail units sold	2,826			3,089			(263)			(8.5)	%

Average selling price per retail unit
New vehicle retail	$	79,917		$	91,236		$	(11,319)		(12.4)	%
Pre-owned vehicle retail	56,063			65,674			(9,611)			(14.6)	%

Average gross profit per retail unit (excluding LIFO)
New vehicle retail	$	2,944		$	12,132		$	(9,188)		(75.7)	%
Pre-owned vehicle retail	6,495			13,359			(6,864)			(51.4)	%
Finance and insurance	5,172			5,007			165			3.3	%

*NM - not meaningful

Table of Contents

Revenue and Gross Margin Discussion

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 93% of the new vehicles that we sold during the quarter ended March 31, 2024, 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.

New vehicle revenue decreased $24.1 million, or 13.6%, in the quarter ended March 31, 2024 compared to the same period in 2023 due primarily to a 16.8% decrease in average selling price per retail unit, offset by a 3.8% increase in new vehicle retail units sold. The decrease in average selling price per retail unit was primarily due to discounting of 2022 and 2023 model year units. The increase in units sold was primarily due to several acquisitions and new store openings since March 31, 2023.

New vehicle gross profit decreased $17.8 million, or 75.9%, in the quarter ended March 31, 2024 compared to the same period in 2023 primarily due to the above mentioned factors impacting new vehicle revenue. New vehicle gross margin decreased 950 basis points primarily due to compression from the higher cost per new unit sold and the lower average selling price of new vehicles.

On a same store basis, new vehicle retail revenue decreased $37.2 million, or 22.2%, due primarily to an 11.1% decrease in retail units sold and a 12.4% decrease in average selling prices per retail unit.

On a same store basis, new vehicle retail gross profits decreased $17.5 million, or 78.4%, in the quarter ended March 31, 2024 compared to the same period in 2023 due primarily to a decrease in units sold and a 960 basis point decrease in gross margins.

During the first quarter of 2024 we focused on selling through our 2022 and 2023 model year inventory by discounting pricing and paying higher sales commissions in an effort to properly position ourselves for the summer selling season as well as the introduction of 2025 model year inventory. As of March 31, 2024, approximately 79% of our inventory was 2024 model year, 20% was 2023 model year, and only 1% was 2022 model year. As of the end of April 2024, approximately 90% of our inventory was 2024 and 2025 model year units.

Pre-Owned Vehicles Retail

Pre-owned vehicle retail sales are 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 pre-owned 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. We have established a goal to reach a pre-owned to new ratio of 1:1. Strategies to achieve this target include procuring additional pre-owned RV inventory direct from consumers and selling deeper into the pre-owned RV spectrum. We achieved a pre-owned to new ratio of 0.7:1 in the quarter ended March 31, 2024.

Pre-owned vehicle retail revenue decreased $5.2 million, or 6.1%, in the quarter ended March 31, 2024 compared to the same period in 2023 due primarily to a 12.4% decrease in retail units sold and a 16.5% decrease in average selling price per retail unit. The decreases in retail units sold and average selling price per unit were primarily due to a contracting market and high interest rate environment which may affect financing for customers.

Pre-owned vehicle retail gross profit decreased $7.9 million, or 45.6%, in the quarter ended March 31, 2024 compared to the same period in 2023 due primarily to an 850 basis point decline in gross margins, partially offset by a 12.4% increase in units sold. The used vehicle market has experienced pricing pressures from the discounting of new vehicle units.

On a same store basis, pre-owned vehicle retail revenue decreased $15.2 million, or 18.6% due to a 14.6% decrease in average selling prices and a 4.6% decrease in retail units sold.

Table of Contents

On a same store basis, pre-owned vehicle retail gross profits decreased $8.9 million, or 53.6% in the quarter ended March 31, 2024 compared to the same period in 2023 due primarily to the decrease in units sold and an 870 basis point decrease in gross margins.

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.

Finance and insurance (“F&I”) revenues increased $1.4 million, or 8.6%, in the quarter ended March 31, 2024 compared to the same period in 2023 primarily due to an increase in total retail units sold of 7.2% and a 0.2% increase in F&I per unit. The increase in F&I per unit was primarily due to a lower volume of charge-backs during the period.

On a same store basis, finance and insurance revenue decreased $0.9 million, or 5.6%, primarily due to an 8.5% decrease in units sold, partially offset by a 3.3% increase in F&I per unit.

Certain information regarding our F&I operations was as follows:


	Three Months Ended March 31,						Variance
	2024			2023			$			%
Overall
F&I per unit	$	4,919		$	4,929		$	(10)		(0.2)	%
F&I penetration rate	62.9		%	61.2		%	170		bps

Same Store
F&I per unit	$	5,172		$	5,007		$	165		3.3	%
F&I penetration rate	60.4		%	61.3		%	(93)		bps

Our gross margin on finance and insurance revenues was 96.2% for the quarter ended March 31, 2024.

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 300 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 area of opportunity to grow additional earnings. Our service, body and parts and other revenue and gross profit decreased 11.6% and 10.9%, respectively, during the quarter ended March 31, 2024 compared to the same period in 2023 primarily due to lower demand.

Our same store service, body and parts and other revenue decreased 20.6% and our gross profit decreased 18.9% during the quarter ended March 31, 2024 compared to the same period in 2023, primarily due to lower demand.

Depreciation and Amortization

Depreciation and amortization was as follows:


	Three Months Ended March 31,				Variance
($ in thousands)	2024		2023		$		%
Depreciation and amortization	$	5,461	$	4,403	$	1,058	24.0	%

Table of Contents

The increase in Depreciation and amortization in the quarter ended March 31, 2024 compared to the same period in 2023 was primarily related to the increase in Property and equipment as a result of acquisitions, improvements in existing dealerships, and the opening of new stores since March 2023.

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, transaction costs, and stock-based compensation expense, and do not include depreciation and amortization expense.

SG&A expense was as follows:


	Three Months Ended March 31,						Variance
($ in thousands)	2024			2023			$			%
SG&A expense	$	48,886		$	53,532		$	(4,646)		(8.7)	%
SG&A as percentage of gross profit	129.4		%	83.8		%	4,560		bps

The decrease in SG&A in the quarter ended March 31, 2024 compared to the same period in 2023 was primarily related to reduced headcount and lower commissions paid due to the decrease in average selling price per retail unit as mentioned above. In addition, the 2023 period included an impairment charge of $0.6 million related to the write-off of capitalized software that we determined we would not utilize.

The increase in SG&A as a percentage of gross profit in the quarter ended March 31, 2024 compared to the same period in 2023 was primarily related to lower gross profit.

SG&A included stock-based compensation of $0.5 million and $0.8 million in the quarter ended March 31, 2024 and 2023, respectively. The decrease in stock-based compensation was primarily due to fewer awards granted and vested during the quarter.

Floor Plan Interest Expense

Floor plan interest expense was as follows:


	Three Months Ended March 31,				Variance
($ in thousands)	2024		2023		$		%
Floor plan interest expense	$	7,676	$	5,531	$	2,145	38.8	%

The increase in Floor plan interest expense in the quarter ended March 31, 2024 compared to the same period in 2023 was primarily due to an increase in the average floor plan borrowing rate.

Other Interest Expense


	Three Months Ended March 31,				Variance
($ in thousands)	2024		2023		$		%
Other interest expense	$	4,523	$	1,700	$	2,823	166.1	%

The increase in other interest expense was primarily due to a higher average principal balance from borrowings on the Company's real estate facilities. See Note 7 - Debt to our Condensed Consolidated Financial Statements for additional information.

Table of Contents

Income Tax Benefit

Income tax benefit was as follows:


	Three Months Ended March 31,						Variance
($ in thousands)	2024			2023			$		%
Income tax benefit	$	6,800		$	143		$	6,657	NM
Effective tax rate	23.6		%	34.1		%

*NM - not meaningful

The tax benefit differs from the statutory rate primarily as a result of state income taxes and the excess tax benefits on stock awards vesting in the current period.

Liquidity and Capital Resources

Our principal needs for liquidity and capital resources are for capital expenditures and working capital as well as for growth through acquisitions and greenfielding. We have historically satisfied our liquidity needs through cash flows from operations, borrowings under our credit facilities as well as sale-leaseback arrangements. In addition to these sources of liquidity, potential sources to fund our business strategy include financing of owned real estate, construction loans, and proceeds from debt or equity offerings. We evaluate all of these options and may select one or more of them depending upon overall capital needs and the availability and cost of capital, although no assurances can be provided that these capital sources will be available in sufficient amounts or with terms acceptable to us.

As of March 31, 2024, we had cash of $39.4 million and our revolver was fully drawn. As of May 15, 2024, we hold approximately $126.5 million of real estate financed under our mortgage facility that we estimate could provide approximately $45 million of additional liquidity at an estimated 75% loan to value as we refinance these properties.

Cash Flow Summary


	Three Months Ended March 31,
(In thousands)	2024		2023
Net loss	$	(21,980)	$	(276)
Non-cash adjustments	1,068		5,002
Changes in operating assets and liabilities	101,152		(33,558)
Net cash provided by (used in) operating activities	80,240		(28,832)
Net cash used in investing activities	(8,765)		(33,644)
Net cash (used in) provided by financing activities	(90,210)		41,838
Net decrease in cash	$	(18,735)	$	(20,638)

Operating Activities

Inventories are the most significant component of our cash flow from operations. As of March 31, 2024, our new vehicle days’ supply was 195 days which was 185 days less than our days’ supply as of December 31, 2023. As of March 31, 2024, our days’ supply of pre-owned vehicles was 64 days, which was 68 days less than our days’ supply at December 31, 2023. 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 from and repayments to the M&T Floor Plan Line of Credit related to our new vehicle inventory floor plan financing 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, adjusted net cash provided by operating activities, a non-GAAP financial measure, is presented below:

Table of Contents


	Three Months Ended March 31,				Variance
(In thousands)	2024		2023		$
Net cash provided by (used in) operating activities, as reported	$	80,240	$	(28,832)	$	109,072
Net repayments on floor plan notes payable	(89,016)		(6,495)		(82,521)
Minus borrowings on floor plan notes payable associated with acquired new inventory	—		(4,271)		4,271
Plus net increase to floor plan offset account	—		40,000		(40,000)
Net cash (used in) provided by operating activities, as adjusted	$	(8,776)	$	402	$	(9,178)

Investing Activities

During the quarter ended March 31, 2024, we used $8.8 million for the purchase of property and equipment, primarily related to improvements in existing dealerships and opening of our greenfield location in Surprise, Arizona.

Financing Activities

During the quarter ended March 31, 2024, significant financing activities included net repayments under our M&T Bank Floor Plan credit facility of $89.0 million and $1.2 million used for repayments on long-term debt and finance liabilities.

Short-Term Material Cash Requirements

For at least the next twelve months, our primary capital requirements relate to maintaining our current operations. We may also use our resources for the funding of potential acquisitions or development of bare land for future dealership locations. Cash used for acquisitions will be dependent upon deal flow and individual targets. Inventory associated with acquisitions and stocking new greenfield location inventories will primarily be financed using the M&T floor plan facility. Cash used for capital expenditures and acquisitions will also be dependent upon operational cash flows.

Long-Term Material Cash Requirements

Beyond the next twelve months, our principal demands for funds will be for maintenance of our core business, and continued growth through acquisitions. Additional funds may be spent on technology and efficiency investments, at our discretion.

We expect to meet our long-term liquidity requirements primarily through current cash on hand and cash generated by operations. We may obtain lease or mortgage financing for land purchased and the additional costs of building out dealership on these properties. Additionally, we have approximately $126.5 million of property encumbered by our $50 million Coliseum Loan that we estimate we can refinance at higher loan-to-value ratios and lower interest rates, similar to other properties we financed in 2023.

For short-term and long-term cash requirements, we believe that our cash flows from operations, combined with our current cash levels, will be adequate to support our ongoing operations and to fund our operating and growth requirements for the next twelve months, as well as beyond the next twelve months. We believe that we have access to additional funds, if needed, through the capital markets under the current market conditions, but we cannot guarantee that such financing will be available on favorable terms, or at all.

M&T Financing Agreement

Our Senior Secured Credit Facility with M&T Bank provides a $525 million Floor Plan Line of Credit and a $50 million Revolving Credit Facility both of which expire February 21, 2027.

As of March 31, 2024, we were not in compliance with all of the M&T Bank financing agreement covenants as we did not meet our minimum trailing twelve-month EBITDA requirement.

On May 14, 2024, we entered into the Second Amendment to the Second Amended and Restated Credit Agreement and Consent (the "Second Amendment") with M&T to waive certain covenants. As part of the Second Amendment, we agreed

Table of Contents

to pay down $10 million on our Revolving Credit Facility by December 31, 2024. The Second Amendment also modifies certain covenants, including the net leverage ratio, the current ratio and the fixed charge coverage ratio. Additionally, the definition of applicable margin was modified, to set forth the applicable interest rates from May 14, 2024 through June 30, 2025.

At March 31, 2024, there was $358 million outstanding on the Floor Plan Line of Credit at an interest rate of 7.88% and $49.5 million outstanding on the Revolving Credit Facility at an interest rate of 8.35%. We were in compliance with all financial and restrictive covenants at March 31, 2024.

Borrowings under M&T Financing Agreement are secured by a first priority lien on substantially all of our assets.

The M&T Floor Plan Line of Credit consisted of the following:


(In thousands)	March 31, 2024		December 31, 2023
Floor plan notes payable, gross	$	359,491	$	447,647
Debt discount	(1,659)		(864)
Floor plan notes payable, net of debt discount	$	357,832	$	446,783

Other Long-Term Debt

Other outstanding long-term debt consisted of the following:


	March 31, 2024						December 31, 2023
(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	$	64,273	$	(2,295)	$	61,978	$	64,870	$	(2,300)	$	62,570
Less: current portion	1,201		—		1,201		1,141		—		1,141
Long-term debt, non-current	$	63,072	$	(2,295)	$	60,777	$	63,729	$	(2,300)	$	61,429

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 locations. The loans bear interest between 6.85% and 7.10% per annum and mature in July 2033.

Term Loan

Table of Contents

stock) as of March 31, 2024 and is therefore considered a related party. The Loan bears interest at a rate of 12% per annum, payable monthly in cash on the outstanding loan balance. For any quarterly period during the Loan term, we have the option at the beginning of each quarter to make pay-in-kind elections, whereby the entire outstanding balance would be charged interest at 14% per annum and interest amounts will be added to the outstanding principal. The Loan is secured by certain of our assets. Issuance costs of $2 million were recorded as debt discount and are being amortized over the term of the Loan to interest expense using the effective interest method. The Loan is carried at the outstanding principal balance, less debt issuance costs.

Future maturities of long-term debt are as follows:


(In thousands)
Remainder of 2024	$	978
2025	771
2026	35,826
2027	886
2028	950
Thereafter	24,862
Total	$	64,273

Industry Trends

The Company monitors industry conditions in the RV market using a number of resources including its own performance tracking and modeling. The Company also considers 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. According to the RV Industry Association’s survey of manufacturers, total wholesale shipments of new RVs for the three months ended March 31, 2024 were 85,941 units, compared to 78,600 units for the same period in 2023, an increase of 9%.

In February 2024, RVIA issued a revised forecast for calendar year 2024 wholesale unit shipments. Under the RVIA’s most likely scenario, towable and motorized unit shipments are projected to be approximately 301,800 units and 48,300 units, respectively, for an annual total of approximately 350,100 units, up 11.8% from the 2023 calendar year wholesale shipments. The RVIA’s most likely forecast for calendar year 2024 of 350,100 total units could range from a lower estimate of approximately 334,700 total units to an upper estimate of approximately 365,500 total units.

We believe that retail consumer interest remains high due to an ongoing interest in the RV lifestyle. While we anticipate that near-term demand will be influenced by many factors, including consumer confidence and the level of consumer

Table of Contents

spending on discretionary products, we believe future retail demand over the longer term will exceed historical, pre-pandemic levels as consumers continue to value the perceived benefits offered by the RV lifestyle.

Inflation

During the three months ended March 31, 2024, 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 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. Further, the cost of remodeling acquired RV dealership locations and constructing new RV dealership locations is subject to inflationary increases in the costs of labor and material, which results in higher rent expense on new RV dealership locations. 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, Indiana, Oregon, Washington and Wisconsin 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 Mexico. 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 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2024.

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

Table of Contents

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 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 weakness 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 March 31, 2024.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 12, 2024, 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 turnover of certain accounting positions during the fourth quarter of 2023 which resulted in the lack of sufficient documentation to support the effective performance of our internal control over financial reporting. These material weaknesses did not result in any identified misstatements to our financial statements, and there were no changes to previously released financial results.

Notwithstanding the previously identified material weaknesses, which continues to be remediated, 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

Management has enhanced, and will continue to enhance, the risk assessment process and design and implementation of internal control over financial reporting. The remediation measures to correct the previously identified material weaknesses include enhancing the design and implementation of existing controls and creating new controls as needed to address identified risks and providing additional training to personnel including the appropriate level of documentation to be maintained to support internal controls over financial reporting. The previously identified material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

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.

Table of Contents

PART II – OTHER INFORMATION

Item 1A. Risk Factors

The information in this Form 10-Q should be read in conjunction with the risk factors and information disclosed in our 2023 Annual Report on Form 10-K, which was filed with the SEC on March 12, 2024. There have been no material changes to the primary risks related to our business and securities as described in our 2023 Annual Report on Form 10-K, under “Risk Factors” in Item 1A.

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

Issuer Purchases of Equity Securities

We repurchased the following shares of our common stock during the quarter ended March 31, 2024:


Period	Total Number of Shares Purchased(2)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
January 1 - January 31, 2024	—	$	—	—	$	63,370,543
February 1 - February 29, 2024	3,462	4.14		—	63,370,543
March 1 - March 31, 2024	—	—		—	63,370,543
	3,462	4.14		—

(1)On September 13, 2021, our Board of Directors authorized the repurchase of up to $25 million of our common stock through December 31, 2024. On December 15, 2022, our Board of Directors authorized the repurchase of up to an additional $50 million of our common stock through December 31, 2024. These shares may be purchased from time-to-time in the open market at prevailing prices, in privately negotiated transactions or through block trades.

(2)All of the shares repurchased in the quarter ended March 31, 2024 were related to tax withholding upon the vesting of RSUs and none related to our repurchase authorization.

Item 5. Other Information

During the first quarter of 2024, none of the Company's 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.

Table of Contents

Item 6. Exhibits


3.1			Amended and Restated Certificate of Incorporation of Lazydays Holdings, Inc., including the Certificate of Designations of Series A Convertible Preferred Stock (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on June 3, 2022 and incor porated herein by reference).
3.2			Amended and Restated Bylaws of Lazydays Holdings, Inc., effective January 25, 2023 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on January 27, 2023 and incorporated herein by reference).
10.1*			Second Amendment, dated May 14, 2024, to Second Amended and Restated Credit Agreement and Consent between LDRV Holdings Corp. and Manufacturers and Traders Trust Company.
10.2*			First Amendment, dated May 15, 2024 , to Loan Agreement between LD Real Estate, LLC, Lazydays RV of Ohio, LLC, Airstream of Knoxville at La zydays RV , LLC, Lone Star Acquisition, LLC and Lazydays Land of Phoenix, LLC as Bor rower and Coliseum Holdings I , LLC as Lender.
10.3*			Registration Rights Agreement, dated May 15, 2024, between Lazydays Holdings, Inc. and the investors named therein
10.4*			Common Stock Purchase Warrant (Coliseum Capital Partners, L.P.)
10.5*			Common Stock Purchase Warrant (Blackwell Partners, LLC - Series A)
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 March 31, 2024, formatted in inline XBRL, include: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (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

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.

Table of Contents

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: May 15, 2024			/s/ Kelly A. Porter
			Kelly A. Porter
			Chief Financial Officer
			Principal Financial and Accounting Officer

Exhibit 10.1

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND CONSENT

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT, dated as of May 14, 2024 (this “Amendment”), is made and entered into by and among LDRV HOLDINGS CORP., a Delaware corporation (the “Borrower Representative”), each of the other Loan Parties party hereto, each of the Lenders and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Administrative Agent.

RECITALS:

WHEREAS, reference is made to the Second Amended and Restated Credit Agreement dated as of February 21, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement,” and as amended by this Amendment, the “Credit Agreement”), by and among the Borrower Representative, the Loan Parties party thereto, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent;

WHEREAS, the Borrower Representative has requested that the Administrative Agent and the Lenders agree to certain amendments to the Existing Credit Agreement and consent to certain accommodations as further set forth herein; and

WHEREAS, the Lenders party hereto, comprising the Required Lenders under the Existing Credit Agreement, have agreed to the amendments to the Existing Credit Agreement and the requested consents as set forth herein subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Amendment is a “Credit Document”, as defined in the Credit Agreement.

SECTION 2. Amendments to Existing Credit Agreement. Subject to the terms and conditions set forth herein, effective upon the occurrence of the Second Amendment Effective Date, the parties hereto agree as follows:

(a) the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Annex A attached hereto, except that any Schedule or Exhibits to the Credit Agreement not amended pursuant to the terms of this Amendment shall remain in effect without any amendment or other modification thereto; and

(b) the Existing Credit Agreement is hereby amended by replacing Exhibit G thereto with Exhibit G attached hereto as Annex B.

LDRV – Second Amendment and Incremental Agreement

The parties hereto acknowledge and agree that this Amendment is not a novation of the Existing Credit Agreement, any other Credit Document or of any credit facility or guaranty provided thereunder or in respect thereof. As used in the Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, from and after the Second Amendment Effective Date, mean or refer to the Credit Agreement, as further amended, supplemented or modified from time to time in accordance with its terms. As used in any other Credit Document, from and after the Second Amendment Effective Date, all references to the “Credit Agreement” in such Credit Documents shall, unless the context otherwise requires, mean or refer to the Credit Agreement, as further amended, supplemented or modified from time to time in accordance with its terms.

SECTION 3. Consent and Agreement.

(a) Subject to the terms and conditions set forth herein, effective upon the occurrence of the Second Amendment Effective Date, the parties hereto agree that, notwithstanding anything else in the Credit Agreement to the contrary, (i) the Loan Parties shall not have to comply with the (a) Minimum Consolidated EBITDA test set forth in Section 6.18 of the Credit Agreement (as in effect prior to this Amendment) for the Measurement Period ending March 31, 2024, (b) Minimum Liquidity test set forth in Section 6.19 of the Credit Agreement (as in effect prior to this Amendment) for the months ending March 31, 2024 and April 30, 2024 and (ii) the financial statements to be delivered for the month ending March 31, 2024 pursuant to Section 5.09.2, together with the Compliance Certificate to be delivered in connection therewith pursuant to Section 5.09.5, shall not be due until the Second Amendment Effective Date. Each Loan Party acknowledges and agrees that the consent contained in the foregoing shall not waive or amend (or be deemed to be or constitute an amendment to or waiver of) any other covenant, term or provision in the Credit Agreement or hinder, restrict or otherwise modify the rights and remedies of the Lenders and the Administrative Agent following the occurrence of any other present or future Default or Event of Default under the Credit Agreement or any other Credit Document.

(b) On or before May 24, 2024 (or such later date as the Administrative Agent may agree in its sole discretion), the Loan Parties shall engage (the scope of which engagement shall be reasonably satisfactory to the Administrative Agent), at the sole cost and expense of the Loan Parties, an independent consulting firm acceptable to the Administrative Agent in the exercise of its sole and absolute discretion (the “Consultant”), who shall be directed by, and report solely to, the Administrative Agent, to evaluate and confidentially advise the Administrative Agent with respect to the operations and financial affairs of the Loan Parties and their Subsidiaries during the Ratio Adjustment Period. Borrower and each other Loan Party shall, and shall cause their Subsidiaries to, during the Ratio Adjustment Period, cooperate with the Consultant, promptly furnishing or granting it access to the Loan Parties and Subsidiaries books, records, documents and financial information during reasonable business hours and promptly respond to the Consultant’s questions or requests for information.

(c) On or before June 10, 2024, the Administrative Agent shall have received satisfactory evidence that a capital infusion equal to $15,000,000 has been made by Coliseum (or another capital provider) to LDRV, all on terms acceptable to the Administrative Agent.

(d) On or before June 10, 2024, the Administrative Agent shall have received a $5,000,000 repayment of the principal amount of the Revolving Credit Loans, together with delivery of a notice pursuant to Section 2.03.6, permanently reducing the Revolving Credit Dollar Cap and Revolving Credit Commitments, effective as of the date of such notice, by such $5,000,000 amount (such notice may be provided simultaneously with the making of such payment notwithstanding the requirements set forth in Section 2.03.6).

SECTION 4. Conditions Precedent. This Amendment shall become effective as of the date on which the following conditions precedent are satisfied (such date, the “Second Amendment Effective Date”):

(a) The Administrative Agent (or its counsel) shall have received from each Borrower, each other Loan Party and the Required Lenders a counterpart of this Amendment duly executed and delivered on behalf of such party;

(b) The Administrative Agent shall have received a written notice from the Borrower Representative pursuant to Section 2.01.16 voluntarily reducing the aggregate Floor Plan Commitments and Floor Plan Line of Credit Dollar Cap by $45,000,000 on and as of the Second Amendment Effective Date;

(c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party pursuant to the terms of the Credit Agreement;

(d) The Administrative Agent shall have received all documentation and other information required by any Lenders or the Issuing Bank to evidence or facilitate both the Borrowers’ and each Lender’s compliance with all applicable Laws and regulations, including, all “know your customer” rules in effect from time to time pursuant to the Bank Secrecy Act, the USA Patriot Act and other applicable Laws on or prior to the date which is five (5) Business Days prior to the Second Amendment Effective Date; and

(e) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower Representative either (i) certifying that all shareholder and corporate consents and approvals, material governmental and third party consents and approvals required in connection with the execution and delivery of this Amendment (all of which shall be final with no waiting period to expire or ongoing governmental inquiry or investigation) shall have been duly given or recorded, and that any such consents, licenses, approvals and agreements shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required upon giving effect to this Amendment.

The Administrative Agent shall notify the Borrowers and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 5. Representations and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment, each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent on and as of the Second Amendment Effective Date that:

(a) Authorization; No Contravention. The execution and delivery by each Loan Party of this Amendment and performance by each Loan Party of this Amendment and the Credit Agreement have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Loan Party’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (except pursuant to the Security Documents) under, or require any payment to be made under (i) any Material Contract to which such Person is a party or affecting such Person or the properties of such Person or any Loan Party, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except, in the case of clause (b) or (c), to the extent such contravention, conflict or violation would not reasonably be expected to have Material Adverse Change. No Default or Event of Default has occurred and is continuing.

(b) Binding Effect. This Amendment has been duly executed and delivered by each Loan Party which is a party hereto, and each of this Amendment and the Existing Credit Agreement as amended by this Amendment constitute the legal, valid and binding obligation of each Loan Party party thereto, enforceable in accordance with its respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting creditors’ rights generally and general principles of equity.

(c) Representations and Warranties. The representations and warranties of the Loan Parties contained in this Amendment and each other Credit Document are true and correct in all material respects (and, in the case of any representation or warranty that is qualified by materiality or Material Adverse Change, are true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and, in the case of any representation or warranty that is qualified by materiality or Material Adverse Change, are true and correct in all respects) as of such earlier date.

SECTION 6. Reaffirmation of Guaranty Agreements and Security Interests. Each Loan Party hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. Except as provided in this Amendment, including as it relates to the scope of Obligations secured by the Collateral on and after the Second Amendment Effective Date, each Loan Party hereby (a) affirms and confirms its guarantees, pledges, grants and other undertakings under the Existing Credit Agreement, the Guaranty Agreements and the other Credit Documents to which it is a party, and (b) agrees that (i) each Credit Document to which it is a party shall continue to be in full force and effect and (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. In furtherance of the foregoing, each Loan Party party hereto affirms and confirms its guarantee of the Obligations as a “Guarantor” party to the Guaranty Agreements.

SECTION 7. Miscellaneous.

(a) No Waiver. Nothing contained herein shall be deemed to constitute a waiver of compliance with, or consent to any deviation from, any term or condition contained in the Credit Agreement or any of the other Credit Documents except as expressly stated herein, or constitute a course of conduct or dealing among the parties. The Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Credit Documents. Any default by any Loan

Party of any of its obligations under this Amendment shall constitute an immediate Event of Default under the Credit Agreement, without further action or notice by or any behalf of the Administrative Agent, the Lenders or any other Person.

(b) Fees and Expenses. The Borrowers shall reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (including all outstanding reasonable and documented attorneys’ fees of counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith in addition to any other outstanding fees and expenses owing, in each case, in accordance with the terms of the Credit Agreement and incurred prior to the date hereof.

(c) Governing Law. This Amendment and any claims, disputes or causes of action (whether in contract or tort) arising out of or related to this Amendment and the transaction contemplated hereby shall be governed by, and construed in accordance with, the laws of the Governing State.

(d) JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING, OR ANY OTHER ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AMENDMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(e) VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT IN ANY

COURT REFERRED TO IN SECTION 10.21 OF THE CREDIT AGREEMENT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(f) SERVICE OF PROCESS. EACH LOAN PARTY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.10 OF THE CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(g) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(h) Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

(i) Release. In consideration of the agreements of Administrative Agent and each Lender contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Loan Parties (collectively, the “Releasors”), on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent and each Lender, each of their successors and assigns, each of their respective affiliates, and their respective affiliates’ present and former shareholders, members, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees,” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, both at law and in equity, which Releasors, or any of them, or any of their successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date hereof, including, without limitation, for or on the account of, or in relation to, or in any way in connection with the Credit Agreement, or any of the other Credit Documents or transactions thereunder or related thereto.

(j) Counterparts and Integration. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Credit Documents constitute the entire contract among the parties party hereto relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be just as effective as the delivery of a manually executed counterpart of this Amendment.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER REPRESENTATIVE AND BORROWERS:

LDRV HOLDINGS CORP.

By: /s/ Carla Hegler

Name: Carla Hegler

Title: Vice President, Human Resources

LAZYDAYS RV AMERICA, LLC

LAZYDAYS RV DISCOUNT, LLC

LAZYDAYS MILE HI RV, LLC

LAZYDAYS OF MINNEAPOLIS LLC

LDRV OF TENNESSEE LLC

LDRV OF NASHVILLE, LLC

LAZYDAYS RV OF CHICAGOLAND, LLC

LAZYDAYS OF CENTRAL FLORIDA, LLC

LONE STAR DIVERSIFIED, LLC

LAZYDAYS RV OF PHOENIX, LLC

LAZYDAYS RV OF ELKHART, LLC

LAZYDAYS RV OF OREGON, LLC

LAZYDAYS RV OF WISCONSIN, LLC

LAZYDAYS RV OF IOWA, LLC

LAZYDAYS RV OF OKLAHOMA, LLC

LD OF LAS VEGAS, LLC

LAZYDAYS RV OF KNOXVILLE, LLC

LAZYDAYS RV OF WILMINGTON, LLC

LAZYDAYS RV OF LONGMONT, LLC

LDL OF FORT PIERCE, LLC

LAZYDAYS RV OF ST. GEORGE, LLC

LAZYDAYS RV OF SURPRISE, LLC

By: LDRV Holdings Corp.,

its Manager

By: /s/ Carla Hegler

Name: Carla Hegler

Title: Vice President, Human Resources

LDRV – Second Amendment to Second A&R Credit Agreement

GUARANTORS:

LAZYDAYS HOLDINGS, INC.

LAZY DAYS’ R.V. CENTER, INC.

By: /s/ Carla Hegler

Name: Carla Hegler

Title: Vice President, Human Resources

LAZYDAYS RV OF MARYVILLE, LLC

LAZYDAYS RV OF RENO, LLC

LAZYDAYS SUPPORT SERVICES, LLC

By: /s/ Carla Hegler

Name: Carla Hegler

Title: Vice President, Human Resources

LDRV – Second Amendment to Second A&R Credit Agreement

ADMINISTRATIVE AGENT:

MANUFACTURERS AND TRADERS TRUST COMPANY

By: /s/Michael A. Gollnitz____________

Name: Michael A. Gollnitz

Title: Senior Vice President

LDRV – Second Amendment to Second A&R Credit Agreement

LENDER:

MANUFACTURERS AND TRADERS TRUST COMPANY

By: /s/Michael A. Gollnitz____________

Name: Michael A. Gollnitz

Title: Senior Vice President

LDRV – Second Amendment to Second A&R Credit Agreement

LENDER:

FLAGSTAR SPECIALTY FINANCE COMPANY, LLC (as successor-in-interest to NYCB SPECIALTY FINANCE COMPANY, LLC)

By: _/s/ Mark C. Mazmanian_________________________

Name: Mark C. Mazmanian

Title: First Senior Vice President

LDRV – Second Amendment to Second A&R Credit Agreement

LENDER:

HUNTINGTON NATIONAL BANK

By: /s/ David Paoni________________________________

Name: David Paoni

Title: AVP

LDRV – Second Amendment to Second A&R Credit Agreement

LENDER:

ROCKLAND TRUST COMPANY

By: /s/ Steven J. Ingalls____________________________

Name: Steven J. Ingalls

Title: Vice President

LDRV – Second Amendment to Second A&R Credit Agreement

Annex A

Credit Agreement

See attached.

LDRV – Second Amendment and Incremental Agreement

Annex B

Exhibit G to Credit Agreement

[attached]

LDRV – Second Amendment and Incremental Agreement

Exhibit G to Credit Agreement

Form of Compliance Certificate

LIQUIDITY CERTIFICATE

To: Manufacturers and Traders Trust Company, Administrative Agent

One Fountain Plaza, 12th Floor

Buffalo, New York 14203

Attn: Michael Gollnitz, Senior Vice President

This Liquidity Certificate (the “Certificate”) is being provided in accordance with Section 5.09.1 of the Second Amended and Restated Credit Agreement, dated as of February 21, 2023 (as amended, the “Agreement”) by and among LDRV HOLDINGS CORP., a Delaware corporation, LAZYDAYS RV AMERICA, LLC, LAZYDAYS RV DISCOUNT, LLC and LAZYDAYS MILE RV, LLC, each a Delaware limited liability company (collectively, the “Borrowers”) and MANUFACTURERS AND TRADERS TRUST COMPANY, as the Administrative Agent, and the “Lenders” which are parties thereto for the month ending [_____________] (the “Test Date”). Hereafter, all terms defined in the Agreement shall have the same meanings in this Certificate. The undersigned is executing and delivering this Certificate as the Borrower Representative for all of the Borrowers.

The undersigned hereby certifies the following:

1. The Borrowers and their Subsidiaries are [in compliance] [not in compliance] with the financial covenant set forth in Section 6.18 (Minimum Consolidated EBITDA) of the Agreement as of the Test Date, and the computations required to demonstrate such compliance are set forth in Schedule A attached hereto.

2. The Borrowers and their Subsidiaries are [in compliance] [not in compliance] with the financial covenant set forth in Section 6.19 (Minimum Liquidity) of the Agreement as of the Test Date, and the computations required to demonstrate such compliance are set forth in Schedule A attached hereto.

3. Schedule B attached hereto sets forth the amounts and descriptions of the Capital Expenditures made in the calendar month ending on the Test Date.

LDRV HOLDINGS CORP., as a Borrower and as the Borrower Representative

By:

Name:

Title:

Schedule A

Financial Covenant Calculation

[Insert calculations for Section 6.18 (Minimum Consolidated EBITDA) and Section 6.19 (Minimum Liquidity)]

Schedule B

Summary of Capital Expenditures

[Insert amounts and descriptions]

Exhibit 10.2

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of May 15, 2024 (the “First Amendment Date”), is made by and among COLISEUM HOLDINGS I, LLC, a Delaware limited liability company, having an address at 105 Rowayton Avenue, Rowayton, Connecticut 06853 (together with its successors and assigns, “Lender”), and LD REAL ESTATE, LLC, LAZYDAYS RV OF OHIO, LLC, AIRSTREAM OF KNOXVILLE AT LAZYDAYS RV, LLC, LONE STAR ACQUISITION LLC, and LAZYDAYS LAND OF PHOENIX, LLC, each a Delaware limited liability company and each having an address at 4042 Park Oaks Blvd, Suite 350, Tampa, Florida 33610 (together with their respective successors and permitted assigns, each, an “Individual Borrower” and, individually and collectively as the context may require, “Borrower”), LDRV HOLDINGS CORP., a Delaware corporation (“Opco Guarantor”), LAZY DAYS’ R.V. CENTER, INC., a Delaware corporation (“Holdco Guarantor”), and LAZYDAYS HOLDINGS, INC., a Delaware corporation (“Pubco Guarantor” and together with Opco Guarantor and Holdco Guarantor, individually or collectively, as the context may require, jointly and severally, “Guarantor”).

RECITALS

WHEREAS, Lender made a loan (the “Original Loan”) to Borrower in the original principal amount of Thirty-Five Million and No/100 Dollars ($35,000,000) pursuant to the terms and conditions of that certain Loan Agreement, dated as of December 29, 2023 (the “Original Closing Date”), between Borrower and Lender, (the “Original Loan Agreement”, and as amended by this Amendment, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Loan Agreement;

WHEREAS, Lender is willing to increase the maximum principal amount of the Original Loan by making the First Amendment Advance (as herein defined) to Fifty Million and No/100 Dollars ($50,000,000) (the Original Loan, as so increased and otherwise modified by this Amendment, the “Loan”) and to otherwise amend and modify certain provisions of the Original Loan Agreement as set forth herein subject to the terms and conditions set forth herein;

WHEREAS, as a condition to Lender making the First Amendment Advance, simultaneously herewith, LD Real Estate, LLC has delivered to Lender, as additional security for the Loan, (a) that certain first priority Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the First Amendment Date (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Fort Pierce Mortgage”) and (b) that certain Assignment of Leases and Rents, dated as of the First Amendment Date (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Fort Pierce Assignment of Leases”), each encumbering that certain property known as 2398 Peters Road, Fort Pierce, Florida 34945 (the “Fort Pierce Individual Property”);

WHEREAS, simultaneously herewith, Borrower and Lender are entering into that certain Amended and Restated Promissory Note, dated as of the First Amendment Date (as the same may hereafter be amended, supplemented, restated, increased, extended, split, severed or consolidated from time to time, the “Amended and Restated Note”), in an amount of Fifty Million and No/100 Dollars ($50,000,000) and evidencing the Loan;

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor has directly benefited from, and will continue to benefit from, Lender making the Loan to Borrower;

WHEREAS, as a condition to Lender’s modifying the Loan Agreement pursuant to the terms of this Amendment, Lender is requiring that Guarantor reaffirm its obligations under the Guaranty, the Guaranty of Completion, the Guaranty of Interest and Carry Costs and the Environmental Indemnity (as each is amended by this Amendment);

WHEREAS, Lender, Borrower and Guarantor desire to amend the Loan Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Recitals. The recitals and introductory paragraph hereof are a part hereof, form a basis for this Amendment and shall be considered prima facie evidence of the facts and documents referred to therein.

2.First Amendment Advance.

(a)Lender agrees, on the terms and conditions set forth in this Amendment, to make an advance of the Loan in the amount of Fifteen Million and No/100 Dollars ($15,000,000) to Borrower on the First Amendment Date (such advance, the “First Amendment Advance”). The First Amendment Advance, together with the advance of the Loan made on the Closing Date shall each constitute a part of the Debt and shall be secured by the Mortgage (as such term is amended by this Amendment) and the other Loan Documents.

(b)Borrower shall use proceeds of the First Amendment Advance to make a distribution to Opco Guarantor to be used to make a Five Million and No/100 Dollars ($5,000,000) payment under the M&T Facility and to otherwise be held by Opco Guarantor in accordance with the terms of the M&T Facility.

(c)Borrower acknowledges that on the First Amendment Date, Borrower shall pay to Lender a non-refundable fee (the “First Amendment Fee”) of two and one half percent (2.5%) of the First Amendment Advance. The First Amendment Fee shall be fully earned by Lender on the First Amendment Date.

3.PIK Election. Lender and Borrower hereby agree that the PIK Election Notice that Borrower delivered with respect to the calendar quarter beginning on April 1, 2024 and ending on June 30, 2024 shall remain in effect and be effective with respect to the full Loan Amount (as such term is amended by this Amendment) for such period.

4.Amendments to Loan Agreement. In reliance on the representations and warranties set forth herein, effective as of the First Amendment Date, the Loan Agreement is hereby amended as follows:

(a)The following definitions are hereby added to Section 1.1 of the Original Loan Agreement in alphabetical order:

“Blackwell” shall mean Blackwell Partners LLC - Series A, a Delaware limited liability company.

“CCP” shall mean Coliseum Capital Partners, L.P., a Delaware limited partnership.

“First Amendment” shall mean that certain First Amendment to Loan Agreement, dated as of the First Amendment Date, by and among Borrower, Guarantor and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“First Amendment Date” shall mean May 15, 2024.

“Lender Related Party” shall mean (a) CCP, (b) Blackwell, (c) Lender’s, CCP’s and/or Blackwell’s Affiliates and (d) the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of Lender, CCP and/or Blackwell and their Affiliates.

“Registration Rights Agreement” shall have the meaning set forth in the First Amendment.

“Warrants” shall have the meaning set forth in the First Amendment.

(b)The definition of “Assignment of Leases” in the Original Loan Agreement is hereby modified to include the Fort Pierce Assignment of Leases.

(c)The definition of “Loan Amount” in the Original Loan Agreement is hereby deleted in its entirety and replaced with the following:

“Loan Amount” shall mean an amount equal to Fifty Million and No/100 Dollars ($50,000,000).

(d)The definition of “Loan Documents” in the Original Loan Agreement is hereby deleted in its entirety and replaced with the following:

“Loan Documents” shall mean, collectively, this Agreement, the First Amendment, the Note, each Mortgage, each Assignment of Leases, the Environmental Indemnity, the Guaranty, the Guaranty of Completion, the Guaranty of Interest and Carry Costs, the Post-Closing Agreement and all other documents now or hereafter executed and/or delivered in connection with the Loan (but excluding the Registration Rights Agreement and the Warrant and any other documents now or hereafter executed solely in connection therewith), as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

(e)The definition of “M&T Credit Agreement” in the Original Loan Agreement is hereby modified to include any amendment, restatement or other modification thereof from time to time that is not prohibited under clause (i) of Section 4.1.42 of the Loan Agreement.

(f)The definition of “Mortgage” in the Original Loan Agreement is hereby modified to include the Fort Pierce Mortgage.

(g)The definition of “Note” in the Original Loan Agreement is hereby deleted in its entirety and replaced with the following:

“Note” shall mean that certain Amended and Restated Promissory Note, dated as of the First Amendment Date, in the stated principal amount of the Loan Amount, executed by Borrower and payable to the order of Lender, as the same may hereafter be amended, supplemented, restated, increased, extended, split, severed or consolidated from time to time.

(h)The definition of “Origination Fee” in the Original Loan Agreement is hereby modified to include the First Amendment Fee.

(i)Section 2.4.3 [Prepayments After Default] of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following:

2.4.3 Prepayments After Default. Other than with respect to any application of Net Proceeds, if concurrently with or during the occurrence of an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such tender shall be deemed an attempt to circumvent the restrictions against prepayment set forth in Section 2.4.1 and Borrower, such purchaser at foreclosure or other Person shall pay, in addition to the principal of the Loan so tendered, accrued and unpaid interest, and other amounts payable under the Loan Documents: (a) the Exit Fee and (b) on any date prior to the Yield Maintenance Date, the Yield Maintenance Premium.

(j)The first sentence of Section 3.1.50 [M&T Facility] of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following:

The M&T Facility is in full force and effect and Borrower has delivered to Lender true, complete and correct copies of all documents set forth on Schedule IX, which such Schedule sets forth, as of the First Amendment Date, a true, complete and correct list of all agreements comprising the full loan file of the M&T Facility (collectively, and as the same may be amended, restated or otherwise modified from time to time after the First Amendment Date not in violation of clause (i) of Section 4.1.42, the “M&T Credit Documents”).

(k)Sections 4.2.4 [Change in Business; Acquisition or Leasing of Additional Property], and Section 4.2.14 [Affiliate Transactions] of the Original Loan Agreement are hereby modified to permit LD Real Estate, LLC’s acquisition of the Fort Pierce Individual Property from LDL of Fort Pierce, LLC on the First Amendment Date.

(l)Section 11.13 [Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity] of the Original Loan Agreement is hereby deleted in its entirety and replaced with the following:

Section 11.13 Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity; Title Related Indemnities.

(a)Borrower shall pay or, if Borrower fails to pay, reimburse Lender and each Lender Related Party upon receipt of notice from Lender, for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the ongoing performance of and compliance with agreements and covenants of Borrower and Guarantor contained in this Agreement, the other Loan Documents, the Warrants and the Registration Rights Agreement, including, without limitation, confirming compliance with environmental and insurance requirements (but excluding monthly servicing fees due to the Servicer under the Servicing Agreement); (ii) Lender’s and Servicer’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement, the other Loan Documents, the Warrants and the Registration Rights Agreement, on its part to be performed or complied with after the Closing Date (other than monthly servicing fees due to the Servicer under the Servicing Agreement); (iii) the negotiation, preparation, execution, delivery and administration of this Agreement, and the other Loan Documents on the Closing Date and any consents, amendments, waivers or other modifications to this Agreement, the other Loan Documents, the Warrants, the Registration Rights Agreement, and any other documents or matters requested by Borrower thereafter; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third-party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, any other security given for the Loan, the Warrants or the Registration Rights Agreement; (vi) enforcing any obligations of or collecting any payments due from Borrower and Guarantor under this Agreement, the other Loan Documents, with respect to the Property, the Warrants or the Registration Rights Agreement; (vii) following the transfer of the Loan to “special servicing” after an Event of Default or written notice from Borrower or its Affiliate that an Event of Default is imminently likely to occur, any “special servicing” fees; (viii) any cost or expense relating to a restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or of any insolvency or bankruptcy proceedings (including, without limitation, loan servicing or special servicing fees, loan advances, and “work-out” and/or liquidation fees) and (ix) any other cost or expenses relating to the Warrants or the Registration Rights Agreement; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender.

(b)Borrower shall indemnify, defend and hold harmless Lender, each Lender Related Party, Servicer and their respective officers, directors, agents, employees (and the successors and

assigns of the foregoing) (each, a “Lender Indemnitee”) from and against any and all Losses (including, without limitation, the reasonable fees and disbursements of counsel for the Lender Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Lender Indemnitees shall be designated a party thereto), other than consequential damages (except to the extent the same is paid or payable by any Lender Indemnitee to an unaffiliated third-party), that may be imposed on, incurred by, or asserted against the Lender Indemnitees in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, (ii) the use or intended use of the proceeds of the Loan, (iii) the making of the Loan and entering into this Agreement or any of the other Loan Documents or (iv) the issuance of the Warrants and the Warrant Shares (as such term is defined in the Registration Rights Agreement) (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of the Lender Indemnitees. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable Legal Requirements to the payment and satisfaction of all Indemnified Liabilities incurred by the Lender Indemnitees.

(c)Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee from and against any and all Losses imposed upon or incurred by or asserted against any Lender Indemnitee and directly or indirectly arising out of or in any way relating to (i) any Tax on the making and/or recording of the Mortgage, the Note or any of the other Loan Documents, or (ii) any transfer Taxes incurred in connection with a foreclosure of the Mortgage by Lender or its designee and any subsequent transfer of the Property by Lender or its designee.

(d)Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 3.1.8 and/or 4.2.11 of this Agreement.

(e)Borrower and Guarantor shall indemnify, defend and hold harmless the Lender Indemnitees from and against all Losses that the Lender Indemnitees would not have suffered had, in connection with the making of the First Amendment Advance, entering into this Amendment, and the consummation of the transaction contemplated hereby, Lone Star Acquisition LLC and LD Real Estate, LLC (y) executed and delivered modifications to the Mortgages and Assignments of Leases with respect to the 20103 Stokes Rd Individual Property and the Hwy 290 Individual Property, respectively, increasing the amounts secured thereby by the amount of the First Amendment Advance and (z) delivered to Lender new Title Insurance Policies, dated as of the First Amendment Date, from the Title Company, in the same amounts, with the same endorsements, and with no additional exceptions to coverage, as the Title Insurance Policies for such Individual Properties dated as of the Original Closing Date.

(f)Borrower and Guarantor shall indemnify, defend and hold harmless the Lender Indemnitees from and against all Losses arising from or related to (x) facts which would be disclosed by an accurate and comprehensive Survey of the Fort Pierce Individual Property, (y) any assessments, liens or violations that would be disclosed by a municipal lien search of the Fort Pierce Individual Property and (z) the filing of any mechanic’s, materialmen’s and other similar liens and encumbrances against the Fort Pierce Individual Property; provided, that the provisions of this Section 11.13(f) shall survive only until Borrower delivers to Lender a Title Insurance Policy, dated as of the First Amendment Date, from the Title Company, that insures Lender with respect to each of the foregoing items set forth in this Section 11.13(f).

(g)Subject to the last sentences of Section 11.13(f) above, the indemnification obligations of Borrower under this Section 11.13 shall survive the repayment of the Loan for the greater of two (2) years or the applicable statute of limitations.

(h)Schedule III [Minimum Release Amounts] of the Original Loan Agreement is hereby amended to add the following row to the end thereof:


	Individual Property	Minimum Release Amount
13.	Fort Pierce Individual Property	$14,137,500

(i) Schedule V [Leases] of the Original Loan Agreement is hereby amended to add the following row to the end thereof:

Individual Property

Street Address

Landlord

Tenant

Date of Lease

Fort Pierce Individual Property

2398 Peters Road, Fort Pierce, Florida 34945

LD Real Estate, LLC

LDL of Fort Pierce, LLC

First Amendment Date

(j)Schedule IX [M&T Credit Documents] of the Original Loan Agreement is hereby amended to add the following items to the end thereof:

37. First Amendment to Second Amended and Restated Credit Agreement, dated as of March 8, 2024, between the M&T Borrowers, the M&T Credit Agreement Administrative Agent and the other financial institutions party thereto.

38. Second Amendment to Second Amended and Restated Credit Agreement, dated as of the First Amendment Date (the “Second M&T Credit Agreement Amendment”), between the M&T Borrowers, the M&T Credit Agreement Administrative Agent and the other financial institutions party thereto.

(k)Exhibit B of the Original Loan Agreement is hereby amended to add the following row at the end thereof:


	Individual Property	Street Address	Owner
13.	Fort Pierce Individual Property	2398 Peters Road, Fort Pierce, Florida 34945	LD Real Estate, LLC

5.Amendment to Other Loan Documents. All references in the Loan Documents to the “Loan Agreement” shall hereinafter be deemed to be a reference to the Original Loan Agreement as amended by this Amendment, as the same may be further amended, restated, supplemented or otherwise modified from time to time. All references in the Loan Documents to the “Note” shall hereinafter be deemed to be a reference to the “Amended and Restated Note” as defined in this Amendment. All references in the Loan Documents to the “Loan” shall hereinafter be deemed to a reference to the “Loan” as defined in this Amendment. All references in the Loan Documents to the “Property” or any “Individual Property” shall hereinafter be deemed to include the Fort Pierce Individual Property as added to Exhibit B of the Original Loan Agreement pursuant to this Amendment.

6.Ratification; No Novation. Borrower hereby (a) unconditionally ratifies and confirms, renews and reaffirms all of Borrower’s obligations under the Loan Documents (as modified by this Amendment), (b) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against Borrower in accordance with the terms, covenants and conditions of the Loan Documents, without modification or

impairment (other than as modified by this Amendment), and Borrower remains unconditionally liable to Lender in accordance with the terms, covenants and conditions of the Loan Documents (as modified by this Amendment) and (c) ratifies and confirms, renews and reaffirms in all respects and without condition, all of the terms, covenants and conditions set forth in the Loan Documents (as modified by this Amendment). The execution and delivery of this Amendment shall not constitute a novation or accord and satisfaction, or a modification of the lien, encumbrance or security title of the Loan Agreement or the other Loan Documents. In the event of any conflict or ambiguity between the terms, covenants and provisions of this Amendment and those of the Loan Agreement or the other Loan Documents, the terms, covenants and provisions of this Amendment shall control. This Amendment shall not be construed as a consent, waiver or amendment of any other provision of the Loan Agreement or the other Loan Documents or for any purpose except as expressly set forth herein or as a consent to any further or future action on the part of Borrower or Guarantor that would require the consent or waiver of Lender.

7.Guaranty and Environmental Indemnity. Guarantor hereby (a) unconditionally ratifies and confirms, renews and reaffirms all of Guarantor’s obligations under the Guaranty, the Guaranty of Completion, the Guaranty of Interest and Carry and the Environmental Indemnity (as modified by this Amendment), (b) acknowledges and agrees that as modified by this Amendment, such obligations remain in full force and effect, binding on and enforceable against Guarantor in accordance with the terms, covenants and conditions of the Guaranty, the Guaranty of Completion and the Environmental Indemnity, without modification or impairment, and Guarantor remains unconditionally liable to Lender in accordance with the terms, covenants and conditions of the Guaranty, the Guaranty of Completion, the Guaranty of Interest and Carry and the Environmental Indemnity (other than as modified by this Amendment), and (c) ratifies and confirms, renews and reaffirms in all respects and without condition, all of the terms, covenants and conditions set forth in the Guaranty, the Guaranty of Completion, the Guaranty of Interest and Carry and the Environmental Indemnity (as modified by this Amendment).

8.Representations and Warranties. Each of Borrower and Guarantor, as applicable, hereby represents and warrants to Lender that, on and as of the First Amendment Date:

(a)Borrower and Guarantor each has full power and authority to execute, deliver and perform its respective obligations under this Amendment;

(b)all representations made by Borrower with respect to the Property and each Individual Property in the Loan Documents are true and correct in all material respects with respect to the Fort Pierce Individual Property as of the First Amendment Date; all of the work for the construction of the Improvements at the Fort Pierce Individual Property has been completed in all material respects and no material additional capital expenditures are required or contemplated for the same to fully operate for their intended use;

(c)all representations made by each of Borrower and Guarantor, respectively, in the Loan Documents are true and correct in all material respects as of the First Amendment Date;

(d)the M&T Facility is in full force and effect and Borrower has delivered to Lender true, complete and correct copies of all documents set forth on Schedule IX of the Loan Agreement, which such Schedule sets forth a true, complete and correct list of all agreements comprising the full loan file of the M&T Facility. All sums currently due and payable under the M&T Facility have been paid in full, and no Borrower Related Party has received any notice for the purpose of exercising any remedies with respect to the M&T Facility and/or M&T Credit Documents. The making of the First Amendment Advance and the entering into this Amendment and the other Loan Documents by Borrower and Guarantor do not constitute a default or event of default under the M&T Facility or any of the M&T Credit Documents. The funding of the First Amendment Advance and the consummation of the other transactions occurring simultaneously with the effectiveness of this Amendment constitutes a capital infusion equal to $15,000,000, in satisfaction of the requirements set forth in Section 3(c) of the Second M&T Credit Agreement Amendment;

(e)each Loan Document is in full force and effect;

(f)to Borrower’s knowledge, no Default or Event of Default has occurred and is continuing under any of the Loan Documents, or will be triggered by the execution, delivery or performance of this Amendment or the consummation of the transactions contemplated hereby;

(g)as of the First Amendment Date, Borrower has no defenses, claims, rights of set-off or counterclaims against Lender under, arising out of, or in connection with, the Loan Documents, or against any of the obligations evidenced or secured thereby; and

(h)as of the First Amendment Date, Guarantor has no defenses, claims, rights of set-off or counterclaims against Lender under, arising out of, or in connection with, the Guaranty, the Guaranty of Completion, the Guaranty of Interest and Carry and the Environmental Indemnity, or against any of the obligations evidenced or secured thereby.

9.Estoppel Statements. Borrower hereby acknowledges and certifies that it has no offsets or defenses to the payment of the Debt.

10.No Impairment. This Amendment shall become a part of the Loan Documents, and nothing herein contained shall impair the security now held for Borrower’s obligations under the Loan Documents, nor waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Loan Agreement or the other Loan Documents, nor affect or impair any rights, powers or remedies under the Loan. Furthermore, Lender reserves all rights and remedies it may have as provided in the Loan Documents.

11.Expenses. Borrower shall pay to Lender all reasonable out-of-pocket costs and expenses incurred by Lender in connection with this Amendment, the Warrants and the Registration Rights Agreement (including, without limitation, reasonable attorneys’ fees).

12.Further Assurances. Borrower and Guarantor, at their sole cost and expense, shall execute and deliver all such instruments and take all such action as Lender, from time to time, may reasonably require for the better and more effective carrying out of the intents and purposes of this Amendment.

13.Notices. All notices, demands, consents, or requests which are either required or desired to be given or furnished hereunder shall be sent and shall be effective in the manner set forth in the Original Loan Agreement.

14.Warrants. On the First Amendment Date, as a condition precedent to the effectiveness of this Amendment and Lender’s commitment to make the First Amendment Advance, Pubco Guarantor shall (a) issue to CCP and Blackwell certain warrants to purchase in the aggregate two million (2,000,000) shares of common stock, at an exercise price of Five and 25/100 Dollars ($5.25) per share (each as subject to any adjustments provided for under the applicable warrant), with an expiration date of the tenth anniversary of the First Amendment Date and otherwise in form acceptable to Lender (collectively, the “Warrants”) and (b) execute and deliver to CCP and Blackwell a registration rights agreement in form and substance acceptable to Lender (the “Registration Rights Agreement”).

15.Post-Closing Obligations. Notwithstanding any provision in the Loan Agreement regarding the timing of such obligations to the contrary, Borrower shall complete each of the obligations described on Schedule I attached hereto in the time periods specified therein (or such later dates as may be approved by Lender in writing from time to time) at the sole cost and expense of Borrower.

16.Miscellaneous.

(a)The provisions of this Amendment shall be binding upon Borrower, Guarantor and Lender, and their respective permitted successors and assigns, and shall inure to the benefit of and be enforceable by Lender, Borrower and Guarantor, and their permitted respective successors and assigns. If Borrower or Guarantor

consists of more than one Person, then the obligations and liabilities of each such Person hereunder shall be joint and several.

(b)This Amendment may be amended only by an instrument in writing executed by Borrower, Guarantor and Lender.

(c)If any of the provisions of this Amendment, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Amendment, or the application of such provision or provisions to persons or circumstances other than those to whom or which it is held invalid or unenforceable, shall not be affected thereby and every provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law.

(d)This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles.

(e)This Amendment embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings among the parties hereto relating to the subject matter hereof (other than the Loan Documents as modified by this Amendment). Accordingly, this Amendment may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto. There are no unwritten or oral agreements between the parties hereto.

(f)This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute one and the same instrument. Any signature delivered by a party by facsimile, email or other electronic transmission shall be deemed to be an original signature to this Amendment. An electronically-signed counterpart of this Amendment shall be deemed an original and shall have the same legal effect as a manually signed original counterpart.

(g)Notwithstanding anything to the contrary contained herein or in any of the Loan Documents, in consideration of the execution and delivery of this Amendment, Borrower and Guarantor, on their own behalf and on behalf of their successors and assigns (each, a “Borrower Party Releasor”), hereby fully, forever and irrevocably releases, discharges and acquits the Released Parties (as defined below) of and from any and all rights, claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses and expenses of every type, kind, nature, description or character, and irrespective of how, why by reason of what facts, whether heretofore or now existing or that could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, claimed or unclaimed, whether based on contract, tort, breach of any duty, or other legal or equitable theory of recovery, each as though fully set forth herein at length (collectively, a “claim” or the “claims”) with respect to or which are otherwise connected with, or related to, the Loan, or the administration thereof, the Loan Documents, or the collateral for the Loan, as well as any action or inaction of the Released Parties or any of them with respect to the Loan or the administration thereof; provided, however, that (a) the foregoing release shall not apply to any claim that first arises after the date hereof and (b) nothing herein shall be construed to obligate any Borrower Party Releasor to release any claim against any of the Released Parties to the extent any such claim arose out of or in connection with the fraud, willful misconduct illegal acts or gross negligence of any of the Released Parties. As used herein, the term “Released Parties” means Lender and its past and present affiliates and participants, and its past and present constituent members, partners, participants, officers, directors and employees of each and all of the foregoing entities, and their respective successors, heirs and assigns. Borrower and Guarantor each acknowledges and agrees that factual matters now existing but unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Borrower and Guarantor further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Borrower and Guarantor nevertheless hereby intend to release, discharge and acquit the Released Parties from any unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses to the

extent first arising prior to the date hereof. Borrower and Guarantor each hereby represents and warrants that neither Borrower nor Guarantor not previously assigned any claim that it is hereby purporting to release.

[NO FURTHER TEXT ON THIS PAGE; SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.

LENDER:

COLISEUM HOLDINGS I, LLC, a Delaware limited liability company

By:

/s/ Adam Gray

Name:

Adam Gray

Title:

Authorized Signatory

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

BORROWER:

LD REAL ESTATE, LLC, a Delaware limited liability company

By: LDRV Holdings Corp., its Manager