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As filed with the U.S. Securities and Exchange Commission on March 30, 2018

October 20, 2023

Registration No. 333-_________

333-274489

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

Form

AMENDMENT NO. 3
TO
FORM S-1


REGISTRATION STATEMENT


UNDER


THE SECURITIES ACT OF 1933

Lazydays Holdings, Inc.


(Exact Namename of registrant as specified in its charter)

Delaware
5500
5500
82-4183498

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

6130 Lazy Days Blvd.


Seffner, Florida 33584


Telephone: (813) 246-4999


(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William P. Murnane

Chairman and

John North
Chief Executive Officer


Lazydays Holdings, Inc.

6130 Lazy Days Boulevard

Seffner,

4042 Park Oaks Blvd., Suite 350
Tampa, Florida 33584

33610

Telephone: (813) 246-4999


(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Please send a copy of all communications to:

Esther

Copies to:
Michael L. Moreno

Larry W. Ross II

AkermanZuppone

Gil Savir
Paul Hastings LLP

Three Brickell City Centre

98 Southeast Seventh Street

Suite 1100

Miami, Florida 33131

Telephone: (305) 374-5400


200 Park Avenue
New York, New York 10166
(212) 318-6000

Approximate date of commencement of proposed sale to the public:From time to timepublic: As soon as practicable after the effective date of this registration statement becomes effective.Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  [X]

If this Formform is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

If this Formform is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

If this Formform is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

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”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]
 ☐
Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)
 ☐
Smaller reporting company [X]
Emerging growth company [X]
 ☐

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 7(a)(2)(B) of the Securities Act [  ]

________________

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered Amount to be registered(1)  Proposed maximum offering price per share(2)  Proposed maximum aggregate offering price(2)  Amount of registration fee 
             
Shares of Common Stock, par value $0.0001 per share(3)  2,653,984  $9.76  $25,902,883.84  $3,225.00 
Shares of Series A Convertible Preferred Stock, par value $0.0001 per share  600,000  $100.00  $60,000,000.00  $7,470.00 
Warrants, each to purchase one share of Common Stock  2,503,937  $11.50  $28,795,275.50  $3,586.00 
Warrants, each to purchase one share of Common Stock  1,339,499   $0.01  $13,394.99  $2.00 
Shares of Common Stock, par value $0.0001 per share, underlying outstanding Series A Convertible Preferred Stock  5,962,733  $9.76  $58,196,274.08  $7,246.00 
Shares of Common Stock, par value $0.0001 per share, underlying outstanding warrants(3)  3,843,436  $9.76  $37,511,935.36  $4,671.00 
Total         $210,419,763.77  $26,200 

(1)In the event of a stock split, reverse stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be adjusted to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, based upon the average of the high and low sales prices of the Registrant’s common stock as reported on the NASDAQ Capital Market on March 29, 2018, the original issue price of the Series A convertible preferred stock and the exercise price of the warrants.

Act.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.


TABLE OF CONTENTS

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated October 20, 2023
Preliminary Prospectus

Rights to Purchase Up to $100,000,000 in Shares of Common Stock,
representing Up to 15,627,441 Shares of Common Stock

Lazydays Holdings, Inc. (the “Company,” “we,” “us” or “our”) is distributing to the holders (collectively, the “Holders”) of our common stock, par value $0.0001 per share (the “Common Stock”), our pre-funded warrants (the “Warrants”) and our series A convertible preferred stock (the “Series A Preferred Stock”) non-transferable rights (the “Rights”) to purchase up to an aggregate of $100,000,000 in shares of our Common Stock at a cash subscription price of $6.399 per share (the “Rights Offering”). Assuming the Rights Offering is fully subscribed, we currently expect to receive aggregate gross proceeds of $100,000,000. You will not be entitled to receive any Rights unless you are a Holder of record as of 5:00 p.m., New York City time, on October 23, 2023 (the “Record Date”). Holders, as of the Record Date, will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned.
The Rights will expire if they are not exercised by 5:00 p.m., New York City time, on November 14, 2023, the expected expiration date of this Rights Offering. We, in our sole discretion, may extend the period for exercising the Rights. Rights which are not exercised by the expiration date of the Rights Offering will expire and will have no value. You should carefully consider whether or not to exercise your Rights before the expiration date. Once you have exercised your Rights, your exercise may not be revoked.

The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED MARCH 30, 2018.

PROSPECTUS

2,653,984

Rights may only be exercised in whole numbers of shares of Common Stock,

600,000 and we will not issue fractional shares. Each Right will entitle you to purchase 0.770 of a share at a subscription price per whole share of Common Stock equal to $6.399. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of Series A Preferredour Common Stock

3,843,436 Warrants

5,962,733 that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share for purposes of determining the number of shares of our Common Stock for which you may subscribe, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock Issuable upon Conversionin the Rights Offering. Each Right consists of a basic subscription right (the “Basic Subscription Right”) and an over-subscription right (the “Over-Subscription Right”). The Rights under the Basic Subscription Right will be distributed in proportion to Holders’ holdings on the Record Date. If you exercise your Basic Subscription Right in full, and other Holders do not, you will be entitled to an Over-Subscription Right to purchase a portion of the Series A Preferred Stock

3,843,436unsubscribed shares at the subscription price, subject to the availability and pro rata allocation of Common Stock Issuable upon Exerciseamong persons exercising this Over-Subscription Right. See “Questions & Answers — What are the limitations of the Warrants

Lazydays Holdings, Inc.

ThisOver-Subscription Right?”

Exercising the Rights and investing in our Common Stock involve significant risks. We urge you to read carefully the section titled “Risk Factors” beginning on page 17 of this prospectus, relates to 2,653,984 shares of common stock, 600,000 shares of Series A preferred stock, 3,843,436 warrants to purchase shares of common stock, 5,962,733 shares of common stock issuable upon conversion of the Series A preferred stock,section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and 3,843,436 shares of common stock issuable upon exercise ofin our Quarterly Reports on Form 10-Q for the warrants to purchase shares of common stock of Lazydays Holdings, Inc., a Delaware corporation, that may be sold from time to timequarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by the Selling Securityholders set forthreference in this prospectus under the heading “Selling Securityholders” beginning on page 21. The 2,653,984 shares of common stock, 600,000 shares of Series A preferred stock and 3,843,436 warrantsin its entirety before you decide whether to purchase shares of common stock were issued to the Selling Securityholders in a private placement that was consummated simultaneously with our business combination that closed on March 15, 2018.

We will not receive any proceeds from the sale of the securities under this prospectus, although we could receive up to $28,808,670 upon the exercise of all of the warrants. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes.

Information regarding the Selling Securityholders, the amounts of shares of common stock, Series A preferred stock and warrants that may be sold by them and the times and manner in which they may offer and sell the shares of common stock, Series A preferred stock and warrants under this prospectus is provided under the sections titled “Selling Securityholders” and “Plan of Distribution,” respectively, in this prospectus. We have not been informed by any of the Selling Securityholders that they intend to sell their securities covered by this prospectus and do not know when or in what amount the Selling Securityholders may offer the securities for sale. The Selling Securityholders may sell any, all, or none of the securities offered by this prospectus.

The Selling Securityholders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. We have agreed to indemnify the Selling Securityholders against certain liabilities, including liabilities under the Securities Act.

your Rights.

Our common stockCommon Stock is listed on the NASDAQNasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LAZY”.“LAZY.” On March 29, 2018,October 19, 2023, the last reported sale price of our commonCommon Stock was $8.22. The Rights are non-transferrable, except that Rights will be transferable by operation of law (e.g., by death) or by such Holders that are closed-end funds to funds affiliated with such Holders. The Rights will not be listed for trading on Nasdaq or any other stock was $10.05 per share.exchange or market. You are urged to obtain a current price quote for our Common Stock before exercising your Rights.
Neither the Company, the Special Committee (as defined below), nor our board of directors (the “Board”) makes any recommendation to Holders regarding whether they should exercise or let lapse their Rights. You should carefully consider whether to exercise your Rights before the expiration of the Rights Offering period. All exercises of Rights are irrevocable.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC (“Coliseum”), clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
The terms of the Rights Offering were determined by a special independent committee of our Board (the “Special Committee”), composed solely of independent directors from our Board, that has authority to approve any additional amendments (including pricing terms), modifications or termination of the Rights Offering. Our Series A preferred stock and warrantsSpecial Committee reserves the right to terminate the Rights Offering for any reason any time before the completion of the Rights Offering. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable, without interest or penalty.
This Rights Offering is being made directly by us. We are not currently listedusing an underwriter or traded on any exchangeselling agent. Broadridge Corporate Issuer Solutions, LLC will serve as the subscription agent (“Subscription Agent”) and the information agent (“Information Agent”) for the Rights Offering. The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or marketplace.

Investingterminate the Rights Offering. If you want to participate in ourthis Rights Offering and you are the record holder of your securities, involveswe recommend that you submit your subscription documents to the Subscription Agent well before the deadline. If you want to participate in this Rights Offering and you hold securities through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank, or other nominee. For a high degree of risk. See the section titled “Risk Factors,” which beginsmore detailed discussion, see “The Rights Offering — The Rights” beginning on page 3.

28.

 
Per Share
Total(1)
Subscription Price
$6.399
$100,000,000
Proceeds to us, before expenses
$6.399
$100,000,000
(1)
Assumes the Rights Offering is fully subscribed.
If you have any questions or need further information about this Rights Offering, please contact the Information Agent toll-free at 888-789-8409 or via email at shareholder@broadridge.com. It is anticipated that delivery of the shares of Common Stock purchased in this Rights Offering will be made on or about November 21, 2023 (the fifth business day following the expiration date), unless the expiration date is extended.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated    , 2023

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i

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ABOUT THIS PROSPECTUS
Unless otherwise stated or the context otherwise requires, the terms “Lazydays,” the “Company,” “we,” “us” and “our” refer to Lazydays Holdings, Inc. and its subsidiaries.
You should rely only onread this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement or free writing prospectus that we may authorize for use in connection with this offering in their entirety before making an investment decision. You may read the other reports we file with the Securities and Exchange Commission (the “SEC”) at the SEC’s website or at the SEC’s offices described below under the heading “Incorporation of Information by Reference.” These documents contain important information contained in this prospectus. you should consider when making your investment decision.
We have not authorized any dealer, salesperson or other personanyone to provide you with any information concerning us, exceptother than that contained in or incorporated by reference into this prospectus, or in any free writing prospectuses we have authorized for use in connection with this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
You should assume that the information contained in this prospectus. The information contained in this prospectus is complete and accurate only as of the date on the front cover page of this prospectus, and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, in each case, regardless of the time of delivery of this prospectus or any exercise of the saleRights. Our business, financial condition, results of any securities. operations and prospects may have changed since that date.
Market data and other statistical information incorporated by reference into this prospectus are based on independent industry publications, government publications, reports by market research firms and other published independent sources. Some data is also based on our good faith estimates, which we derive from our review of internal surveys and independent sources. Although we believe these sources are reliable, we have not independently verified the information. We neither guarantee its accuracy nor undertake a duty to provide or update such data in the future.
This prospectus isand the documents incorporated by reference into this prospectus may include trademarks, service marks and tradenames owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference in this prospectus and the documents incorporated by reference into this prospectus are the property of their respective owners.
We are not making an offer to sell these securities and we are not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

The date No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus is[●], 2018

TABLE OF CONTENTS

PROSPECTUS SUMMARY1
THE OFFERING2
RISK FACTORS3
USE OF PROCEEDS20
SELLING SECURITYHOLDERS21
DESCRIPTION OF BUSINESS23
DESCRIPTION OF PROPERTY33
LEGAL PROCEEDINGS33
MARKET PRICE AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS34
FORWARD-LOOKING STATEMENTS47
DIRECTORS AND EXECUTIVE OFFICERS49
EXECUTIVE COMPENSATION53
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT60
PLAN OF DISTRIBUTION63
DESCRIPTION OF SECURITIES TO BE REGISTERED65
INTERESTS OF NAMED EXPERTS AND COUNSEL68
LEGAL MATTERS68
EXPERTS68
HOW TO GET MORE INFORMATION69
INDEX TO FINANCIAL STATEMENTSF-1
INDEX TO PRO FORMA FINANCIAL STATEMENTPF-1

PROSPECTUS SUMMARY

This summary does not contain allin that jurisdiction. Persons who come into possession of the information that is important to you. You should read the entire prospectus, including the Risk Factors and our consolidated financial statements and related notes appearing elsewhere in this prospectus before making an investment decision.

Overview

We were originally formed for the purpose of effecting a business combination with one or more businesses or entities. On March 15, 2018, we consummated our initial business combination. As a result of the merger, the business of Lazy Days’ R.V. Center, Inc. and its subsidiaries became our business. Accordingly, we are now a holding company operating through our direct and indirect subsidiaries.

Company History

We were formed under the name “Andina Acquisition Corp. II” as an exempted company incorporated in the Cayman Islands on July 1, 2015 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses.

From the consummation of our initial public offering until October 27, 2017, we were searching for a suitable target business to acquire. On October 27, 2017, a Merger Agreement was entered into by and among Andina Acquisition Corp. II (“Andina”), Andina II Holdco Corp. a Delaware corporation and wholly owned subsidiary of Andina (“Holdco”), Andina II Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), Lazy Days’ R.V. Center, Inc. and solely for certain purposes set forth in the Merger Agreement, A. Lorne Weil (the “Merger Agreement”). The Merger Agreement provided for a business combination transaction by means of (i) the merger of Andina with and into Holdco, with Holdco surviving and becoming a new public company (the “Redomestication Merger”) and (ii) the merger of the Company with and into Merger Sub with the Company surviving and becoming a direct wholly owned subsidiary of Holdco (the “Transaction Merger” and together with the Redomestication Merger, the “Merger”). On March 15, 2018, we held an extraordinary general meeting of our shareholders, at which our shareholders approved the merger and other related proposals. On the same date, we closed the merger. In connection with the merger, our business became the business of Lazy Days’ R.V. Center, Inc. and its subsidiaries. As a result of the Mergers, the Company’s stockholders and the shareholders of Andina became stockholders of Holdco and we changed the name of Holdco to “Lazydays Holdings, Inc.”

Our Business

The Company operates Recreation Vehicle (“RV”) dealerships and offers a comprehensive portfolio of products and services for RV owners and outdoor enthusiasts. The Company generates 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, after-market parts and accessories, RV rentals and RV camping. The Company provides these offerings through its Lazydays branded dealerships. Lazydays is known nationally as The RV AuthorityTM , a registered trademark that has been consistently used by the Company in its marketing and branding communications since 2013. In this Registration Statement on Form S-1, we refer to Lazydays Holdings, Inc. as “Lazydays,” the “Company,” “Holdco,” “we,” “us,” “our,” and similar words.

The Company believes, based on industry research and management’s estimates, it operates one of the world’s largest RV dealerships, measured in terms of on-site inventory, located on 126 acresjurisdictions outside Tampa, FL. The Company also operates RV dealerships in Tucson, AZ and three cities in Colorado, Loveland, Denver and Longmont. Lazydays offers the largest selection of RV brands in the nation featuring more than 2,500 new and pre-owned RVs. The Company has over 300 service bays across all locations and has RV parts and accessories stores at all locations. Lazydays also has RV rental fleets in all three markets and availability to two on-site campgrounds with over 700 RV campsites. The Company welcomes over 500,000 visitors to its dealership locations annually, and employs over 700 people at the five facilities. The Company’s dealership locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. The Company believes its dealership locations are strategically located in key RV markets. Based on information collected by the Company from reports prepared by Statistical Surveys, these key RV markets (Florida, Colorado and Arizona) account for a significant portion of new RV units sold on an annual basis in the U.S. The Company’s dealerships in these key markets attract customers from all states, except Hawaii.

The Company attracts new customers primarily through Lazydays dealership locations as well as digital and traditional marketing efforts. Once the Company acquires customers through a transaction, those customers become part of the Company’s customer database where the Company leverages customized CRM tools and analytics to actively engage, market and sell its products and services.

Our principal executive offices are located at 6130 Lazy Days Boulevard, Seffner, Florida 33584 and our telephone number is (813) 246-4999. Our Internet website iswww.lazydays.com. Our reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, under the Investor Relations – Finance Information tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website located atwww.sec.govthat contains the information we file or furnish electronically with the SEC.

THE OFFERING

Shares of Common Stock Offered:12,460,153(1)
Outstanding Shares of Common Stock:8,471,885(2)
Shares of Series A Preferred Stock Offered:600,000
Outstanding Shares of Series A Preferred Stock:600,000
Warrants Offered:3,843,436
Outstanding Warrants:4,658,937(3)
Use of Proceeds:We are not selling any securities under this prospectus and we will not receive any proceeds from any sale of securities by the selling securityholders although we could receive up to $28,808,670 upon the exercise of all of the warrants. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes. See the section titled “Use of Proceeds” for further information on our use of proceeds from this offering.
NASDAQ Capital Market Symbol for Common Stock:LAZY
Market for Series A Preferred Stock and warrants:The Series A Preferred Stock and warrants are not currently listed or traded on any exchange or marketplace.

(1)Includes an aggregate of 5,962,733 shares of common stock issuable upon conversion of the Series A Preferred Stock and 3,843,436 shares of common stock issuable upon the exercise of warrants, which shares, when issued, may be sold by the selling securityholders pursuant to this prospectus.
(2)Does not include 5,962,733 shares of common stock issuable upon the conversion of the Series A Preferred Stock, 3,843,436 shares of common stock issuable upon the exercise of warrants, and 457,142 shares of common stock underlying unit purchase options.
(3)Does not include warrants to purchase 200,000 shares of common stock underlying unit purchase options.

2

RISK FACTORS

Investing in our securities involves a high degree of risk. Investors should carefully consider the risks described below and all of the other information set forth in this Registration Statement on Form S-1, including our financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our common stock. If any of the events or developments described below occur, our business, financial condition, or results of operations could be materially or adversely affected. As a result, the market price of our common stock could decline, and investors could lose all or part of their investment.

Risks Related to Lazydays’ Business

The Company’s business is affected by the availability of financing to it and its customers.

The Company’s business is affected by the availability of financing to it and its customers. Generally, RV dealers, including the Company, finance their purchases of inventory with financing provided by lending institutions. As of December 31, 2017, the Company had up to $140.0 million in committed financing under a floor plan financing facility (the “Floor Plan Facility”). As of December 31, 2017, the Company had $105.2 million floor plan notes payable outstanding with $34.8 million of additional borrowing capacity under the Floor Plan Facility. As of December 31, 2017, substantially all of the invoice cost of new RV inventory and 15% of book value of used RV inventory was financed under the Floor Plan Facility. On March 15, 2018, the Company entered into a new floor plan facility with a new bank which increased the committed financing to $175.0 million. A decrease in the availability of this type of wholesale financing or an increase in the cost of such wholesale financing could prevent the Company from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced sales and revenues.

Furthermore, many of the Company’s customers finance their RV purchases. Although consumer credit markets have improved, consumer credit market conditions continue to influence demand, especially for RVs, and may continue to do so. There continue to be fewer lenders, more stringent underwriting and loan approval criteria, and greater down payment requirements than in the past. If credit conditions or the credit worthiness of the Company’s customers worsen, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in the sales of the Company’s products and have a material adverse effect on the Company’s business, financial condition and results of operations.

Fuel shortages, or high prices for fuel, could have a negative effect on the Company’s business.

Gasoline or diesel fuel is required for the operation of RVs. There can be no assurance that the supply of these petroleum products will continue uninterrupted, that rationing will not be imposed or that the price of or tax on these petroleum products will not significantly increase in the future. Shortages of gasoline and diesel fuel have had a material adverse effect on the RV industry as a whole in the past and any such shortages or substantial increases in the price of fuel could have a material adverse effect on the Company’s business, financial condition or results of operations.

The Company’s success will depend to a significant extent on the well-being, as well as the continued popularity and reputation for quality, of the Company’s manufacturers, particularly Thor Industries, Inc., Tiffin Motorhomes, Winnebago Industries, Inc., and Forest River, Inc.

Thor Industries, Inc., Tiffin Motorhomes, Winnebago Industries, Inc., and Forest River, Inc. supplied approximately 29%, 27%, 21%, and 15%, respectively, of the Company’s new RV inventory as of December 31, 2017. The Company depends on its manufacturers to provide it with products that compare favorably with competing products in terms of quality, performance, safety and advanced features. Any adverse change in the production efficiency, product development efforts, technological advancement, marketplace acceptance, reputation, marketing capabilities or financial condition of the Company’s manufacturers could have a substantial adverse impact on the Company’s business. Any difficulties encountered by any of the Company’s manufacturers resulting from economic, financial, or other factors could adversely affect the quality and amount of products that they are able to supply to the Company and the services and support they provide to the Company.

The interruption or discontinuance of the operations of the Company’s manufacturers could cause the Company to experience shortfalls, disruptions, or delays with respect to needed inventory. Although the Company believes that adequate alternate sources would be available that could replace any manufacturer as a product source, those alternate sources may not be available at the time of any interruption, and alternative products may not be available at comparable quality and prices.

Any change, non-renewal, unfavorable renegotiation or termination of the Company’s supply arrangements for any reason could have a material adverse effect on product availability and cost and the Company’s financial performance.

The Company’s supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry. The Company’s dealer agreements with manufacturers are generally made on a location-by-location basis, and each retail location typically enters into multiple dealer agreements with multiple manufacturers. The terms of the Company’s dealer agreements are typically subject to:

the Company meeting all of the requirements and conditions of the manufacturer’s applicable programs;
the Company meeting certain retail sales objectives;
the Company performing services and repairs for all owners of the manufacturer’s RVs (regardless from whom the RV was purchased) that are still under warranty and the Company carrying the manufacturer’s parts and accessories needed to service and repair the manufacturer’s RVs in stock at all times;
the Company actively advertising and promoting the manufacturer’s RVs; and
the Company indemnifying the manufacturer under certain circumstances.

The Company’s dealer agreements designate a specific geographical territory for the Company, exclusive to the Company, provided that the Company is able to meet the material obligations of the applicable dealer agreement.

In addition, many of the Company’s dealer agreements contain contractual provisions concerning minimum advertised product pricing for current model year units. Wholesale pricing is generally established on a model year basis and is subject to change in the manufacturer’s sole discretion. In certain cases, the manufacturer may also establish a suggested retail price, below which the Company cannot advertise that manufacturer’s RVs. Any change, non-renewal, unfavorable renegotiation or termination of these dealer agreements for any reason could have a material adverse effect on product availability and cost and the Company’s financial performance.

The Company’s business is impacted by general economic conditions in its markets, and ongoing economic and financial uncertainties may cause a decline in consumer spending that may adversely affect its business, financial condition and results of operations.

The Company depends on consumer discretionary spending and, accordingly, the Company may be adversely affected if its customers reduce, delay or forego their purchases of the Company’s services, protection plans and products as a result of:

job losses;
bankruptcies;
higher consumer debt and interest rates;
reduced access to credit;
higher energy and fuel costs;
relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail;
falling home prices;
lower consumer confidence;
uncertainty or changes in tax policies and tax rates; or
uncertainty due to national or international security concerns.

Decreases in the number of customers, average spend per customer or retention and renewal rates for the Company’s consumer services and plans would negatively affect the Company’s financial performance. A prolonged period of depressed consumer spending could have a material adverse effect on the Company’s business. In addition, adverse economic conditions may result in an increase in the Company’s operating expenses due to, among other things, higher costs of labor, energy, equipment and facilities. Due to recent fluctuations in the U.S. economy, the Company’s sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, the Company is subject to economic fluctuations in local markets that may not reflect the general economic conditions of the broader U.S. economy. Any of the foregoing factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company depends on its ability to attract and retain customers.

The Company’s future success depends in large part upon the Company’s ability to attract and retain customers for its services, protection plans, products and resources. The extent to which the Company achieves growth in its customer base materially influences the Company’s profitability. Any number of factors could affect the Company’s ability to grow its customer base. These factors include consumer preferences and general economic conditions, the Company’s ability to maintain its retail locations, weather conditions, the availability of alternative products, significant increases in gasoline prices, the disposable income of consumers available for discretionary expenditures and the external perception of the Company’s brands. Any significant decline in the Company’s customer base, the rate of growth of its customer base or customer demand could have a material adverse effect on its business, financial condition and results of operations.

Competition in the market for services, protection plans and products targeting the RV lifestyle or RV enthusiast could reduce the Company’s revenues and profitability.

The market for services, protection plans and products targeting the RV lifestyle or RV enthusiast is highly fragmented and competitive. Competition in the RV market is driven by price, product and service features, technology, performance, reliability, quality, availability, variety, delivery and customer service. In addition to competing with other dealers of new and used RVs, the Company competes directly or indirectly with major national insurance and warranty companies, providers of roadside assistance and providers of extended service contracts.

Additional competitors may enter the businesses in which the Company currently operates. If any of the Company’s competitors successfully provides a broader, more efficient or attractive combination of services, protection plans and products to the Company’s target customers, the Company’s business results could be materially adversely affected. The Company’s inability to compete effectively with existing or potential competitors could have a material adverse effect on the Company’s business, financial condition and results of operations.

Some of the Company’s existing competitors have, and some of the Company’s future competitors may have, greater financial, personnel, and other resources, more well-established brands or reputations and broader customer bases than the Company and, as a result, these competitors may be in a stronger position to respond quickly to potential acquisitions and other market opportunities and changes in customer preferences. Some of these competitors may have customer bases that are more geographically balanced than the Company’s and, therefore, may be less affected by an economic downturn in a particular region or market. Competitors with greater resources also may be able to offer lower prices, additional products or services or other incentives that the Company cannot match or does not offer. Industry consolidations may also create competitors with broader and more geographic coverage.

The Company’s expansion into new, unfamiliar markets presents increased risks that may prevent it from being profitable in these new markets. Delays in opening or acquiring new retail locations could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company intends to expand in part by building or acquiring new retail locations in new markets. As a result, the Company may have less familiarity with local consumer preferences and could encounter difficulties in attracting customers due to a reduced level of consumer familiarity with the Company’s brands. Other factors that may impact the Company’s ability to open or acquire new retail locations in new markets and operate them profitably, many of which are beyond the Company’s control, include:

the Company’s ability to identify suitable acquisition opportunities or new locations, including the Company’s ability to gather and assess demographic and marketing data to determine consumer demand for the Company’s products in the locations the Company selects;
the Company’s ability to negotiate favorable lease agreements;
the Company’s ability to secure product lines;
the availability of construction materials and labor for new retail locations and the occurrence of significant construction delays or cost overruns;
the Company’s ability to accurately assess the profitability of potential acquisitions or new locations;
the Company’s ability to secure required governmental permits and approvals;
the Company’s ability to hire and train skilled operating personnel, especially management personnel;
the Company’s ability to provide a satisfactory product mix that is responsive to the needs of its customers living in the geographic areas where new retail locations are built or acquired;
the Company’s ability to supply new retail locations with inventory in a timely manner;
the Company’s competitors building or leasing retail locations near the Company’s retail locations or in locations the Company has identified as targets;
regional economic and other factors in the geographic areas in which the Company expands; and
general economic and business conditions affecting consumer confidence and spending and the overall strength of the Company’s business.

Once the Company decides on a new market and identifies a suitable location or acquisition opportunity, any delays in opening or acquiring or developing new retail locations could impact the Company’s financial results. It is possible that events, such as delays in the entitlements process or construction delays caused by permitting or licensing issues, material shortages, labor issues, weather delays or other acts of god, discovery of contaminants, accidents, deaths or injuries could delay planned openings or force the Company to abandon planned openings altogether.

As the Company grows, the Company will face the risk that its existing resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support its growth. There can be no assurance that the Company will be able to retain the personnel or make the changes in its systems that may be required to support its growth. Failure to secure these resources and implement these systems on a timely basis could have a material adverse effect on the Company’s results of operations. In addition, hiring additional personnel and implementing changes and enhancements to the Company’s systems will require capital expenditures and other increased costs that could also have a material adverse impact on the Company’s results of operations.

The Company’s expansion into new markets may also create new challenges including an increase in information to be processed by the Company’s information management systems and diversion of management attention from existing operations. To the extent that the Company is not able to meet these additional challenges, the Company’s sales could decrease and the Company’s operating expenses could increase, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Finally, the size, timing, and integration of any future new retail location openings or acquisitions may cause substantial fluctuations in the Company’s results of operations from quarter to quarter. Consequently, the Company’s results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could have a material adverse effect on the Company’s business, financial condition and results of operations.

As a result of the above factors, there can be no assurance that the Company will be able to operate retail locations in new markets on a profitable basis. The failure to operate retail locations in new markets on a profitable basis could have a material adverse effect on the Company’s business, financial condition and results of operations.

Unforeseen expenses, difficulties, and delays encountered in connection with expansion through acquisitions could inhibit the Company’s growth and negatively impact its profitability.

The Company’s success will depend, in part, on the ability of the Company to make successful acquisitions and to integrate the operations of acquired retail locations, including centralizing certain functions to achieve cost savings and pursuing programs and processes that promote cooperation and the sharing of opportunities and resources among the Company’s retail locations and consumer services and plans. Unforeseen expenses, difficulties and delays encountered in connection with rapid expansion through acquisitions could inhibit the Company’s growth, which could have a negative impact on the Company’s profitability.

Additionally, the Company may be unable to identify suitable acquisition candidates or consummate acquisitions. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase purchase prices for acquisitions to levels beyond the Company’s financial capability or to levels that would be unlikely to provide the returns required by the Company’s acquisition criteria. Acquisitions also may become more difficult or less attractive in the future as the Company continues to acquire the most attractive dealers. In addition, the Company may encounter difficulties in integrating the operations of acquired dealers with its own operations or managing acquired dealers and stores profitably without substantial costs, delays, or other operational or financial problems.

The Company’s ability to continue to grow through the acquisition of additional retail locations will depend upon various factors, including the following:

the availability of suitable acquisition candidates at attractive purchase prices;
the ability to compete effectively for available acquisition opportunities;
the availability of cash on hand, borrowed funds or shares of common stock with a sufficient market price to finance acquisitions;
the ability to obtain any requisite third party or governmental approvals; and
the absence of one or more third parties attempting to impose unsatisfactory restrictions on the Company in connection with their approval of acquisitions.

As a part of the Company’s acquisition strategy, the Company has engaged and will continue to engage in acquisition discussions with various dealerships. In connection with these acquisition discussions, the Company and each potential acquisition candidate exchange confidential operational and financial information, conduct due diligence inquiries, and consider the structure, terms, and conditions of the potential acquisition. Potential acquisition discussions may take place over a long period of time and involve difficult business integration and other issues, including in some cases, management succession, employee transitions and related matters. As a result of these and other factors, potential acquisitions that may from time to time appear likely to occur may not be consummated. In addition, the Company may have disagreements with potential acquisition targets, which could lead to litigation. Any of these factors or outcomes could result in a material adverse effect on the Company’s business, financial condition and results of operations.

Failure to maintain the strength and value of the Company’s brands could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s success depends on the value and strength of the Lazydays brands. The Lazydays name and Lazydays brands are integral to the Company’s business as well as to the implementation of the Company’s strategies for expanding its business. Maintaining, enhancing, promoting and positioning the Company’s brands, particularly in new markets where the Company has limited brand recognition, will depend largely on the success of the Company’s marketing efforts and its ability to provide high quality services, protection plans, products and resources and a consistent, high quality customer experience. The Company’s brands could be adversely affected if the Company fails to achieve these objectives, if the Company fails to comply with local laws and regulations, if the Company is subject to publicized litigation or if the Company’s public image or reputation were to be tarnished by negative publicity. Some of these risks are not within the Company’s control, such as the effects of negative publicity regarding the Company’s manufacturers, suppliers or third party providers of services or negative publicity related to members of management. Any of these events could result in decreases in revenues. Further, maintaining, enhancing, promoting and positioning the Company’s brand image may require the Company to make substantial investments in areas such as marketing, store operations, community relations, store graphics and employee training, which could adversely affect the Company’s cash flow. Furthermore, efforts to maintain, enhance or promote the Company’s brand image may ultimately be unsuccessful. These factors could have a material adverse effect on the Company’s business, financial condition and results of operations.

7

The Company’s failure to successfully order and manage its inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s success depends upon the Company’s ability to successfully manage the Company’s inventory and to anticipate and respond to product trends and consumer demands in a timely manner. The Company’s products appeal to consumers who are, or could become, RV owners. The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions, general economic conditions and other factors outside of the Company’s control. The Company typically orders products well in advance of the following selling season. The extended lead times for many of the Company’s purchases may make it difficult for the Company to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices. If the Company misjudges either the market for the Company’s products or its consumers’ purchasing habits in the future, the Company’s revenues may decline significantly and the Company may not have sufficient inventory to satisfy consumer demand or sales orders or the Company may be required to discount excess inventory, either of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s same store sales may fluctuate and may not be a meaningful indicator of future performance.

The Company’s same store sales may vary from quarter to quarter. A number of factors affect and will continue to affect the Company’s same store sales results, including:

changes or anticipated changes to regulations related to the products the Company offers;
consumer preferences and buying trends;
overall economic trends;
the Company’s ability to identify and respond effectively to local and regional trends and customer preferences;
the Company’s ability to provide quality customer service that will increase its conversion of shoppers into paying customers;
competition in the regional market of a store;
atypical weather patterns;
changes in the Company’s product mix;
changes to local or regional regulations affecting the Company’s stores;
changes in sales of consumer services and plans and retention and renewal rates for the Company’s annually renewing consumer services and plans; and
changes in pricing and average unit sales.

An unanticipated decline in revenues or same store sales could have a material adverse effect on the Company’s business, financial condition and results of operations.

8

The cyclical nature of the Company’s business has caused its sales and results of operations to fluctuate. These fluctuations may continue in the future, which could result in operating losses during downturns.

The RV industry is cyclical and is influenced by many national and regional economic and demographic factors, including:

terms and availability of financing for retailers and consumers;
overall consumer confidence and the level of discretionary consumer spending;
population and employment trends;
income levels; and
general economic conditions, including inflation, deflation and recessions.

As a result of the foregoing factors, the Company’s sales and results of operations have fluctuated, and the Company expects that they will continue to fluctuate in the future.

The Company’s business is seasonal and this leads to fluctuations in sales and revenues.

The Company has experienced, and expects to continue to experience, variability in revenue, net income and cash flows as a result of annual seasonality in its business. Because the Company’s largest dealership is located in the southern United States, demand for services, protection plans, products and resources generally increases during the winter season when people move south for the winter or vacation in warmer climates, while sales and profits are generally lower during the summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

For the years ended December 31, 2017 and 2016, the Company generated 54% and 56% of its annual revenue in the first and second fiscal quarters, respectively, which include the winter months. The Company incurs additional expenses in the first and second fiscal quarters due to higher purchase volumes, increased staffing in the Company’s retail locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the first and second fiscal quarters, the Company’s sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Due to the Company’s seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company’s peak sales seasons.

The Company’s business may be adversely affected by unfavorable conditions in its local markets, even if those conditions are not prominent nationally.

The Company’s performance is subject to local economic, competitive, weather and other conditions prevailing in geographic areas where it operates. Since a large portion of the Company’s sales are generated in Florida, the Company’s results of operations depend substantially on general economic conditions and consumer spending habits in the Southeastern United States. In the event that this geographic area experiences a downturn in economic conditions, it could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company may not be able to expand geographically and any geographic expansion may not adequately insulate the Company from the adverse effects of local or regional economic conditions.

The Company may not be able to satisfy its debt obligations upon the occurrence of a change in control under its Credit Facility.

A Change in Control, is an event of default under the Credit Facility. Upon the occurrence of a Change in Control, M&T will have the right to declare all outstanding obligations under the Credit Facility, immediately due and payable and to terminate the availability of future advances to the Company. There can be no assurance that the Company’s lenders will agree to an amendment of the Credit Facility or a waiver of any such event of default. There can be no assurance that the Company will have sufficient resources available to satisfy all of its obligations under the Credit Facility if no waiver or amendment is obtained. In the event the Company was unable to satisfy these obligations, it could have a material adverse impact on the Company’s business, financial condition and results of operations.

9

The Company’s ability to operate and expand its business and to respond to changing business and economic conditions will depend on the availability of adequate capital.

As of December 31, 2017, the Company had an existing credit agreement that included a $13.0 million term loan (the “Term Loan Facility”) and $7.0 million of commitments for revolving loans (the “Revolving Credit Facility” and, together with the Term Loan Facility, as amended, the “Senior Secured Credit Facilities”). Additionally, the Company also had up to $140.0 million in committed financing under the Floor Plan Facility. As of December 31, 2017, the Company had $9.1 million of term loans outstanding under the Senior Secured Credit Facilities, net of $0.1 million of unamortized original issue discount, $0.0 million of revolving borrowings outstanding under the Senior Secured Credit Facilities and $105.0 million in floor plan notes payable outstanding under the Floor Plan Facility, net of $0.2 million of unamortized original issue discount, with $7.0 million of additional borrowing capacity under the Revolving Credit Facility and $34.8 million of additional borrowing capacity under the Floor Plan Facility. On March 15, 2018, the Company entered into a $200.0 million facility with M&T Bank, which includes a $175.0 million floor plan facility, a $20.0 million term loan and a $5.0 million line of credit.

The operation of the Company’s business, the rate of the Company’s expansion and the Company’s ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn depends on cash flow generated by the Company’s business and, if necessary, the availability of equity or debt capital. The Company also requires sufficient cash flow to meet its obligations under its existing debt agreements. The Term Loan Facility required the Company to make monthly principal payments of the outstanding principal amount thereof and $1.9 million and $1.9 million for the years ended December 31, 2017 and 2016, respectively. Additionally, the Company paid total cash interest on its Senior Secured Credit Facilities of $0.6 million and $0.6 million for the years ended December 31, 2017 and 2016, respectively, and the Company paid total floor plan interest expense on its Floor Plan Facility of $3.7 million and $2.3 million for the years ended December 31, 2017 and 2016, respectively. See “Lazydays’ Management’s Discussion and Analysis and Results of Operations — Liquidity and Capital Resources” below.

The Company is dependent to a significant extent on its ability to finance its new and certain of its used RV inventory under the Credit Facility. Floor plan financing arrangements allow the Company to borrow money to purchase new RVs from the manufacturer or used RVs on trade-in or at auction and pay off the loan when the Company sells the financed RV. The Company may need to increase the capacity of its existing Credit Facility in connection with its acquisition of dealerships and overall growth. In the event that the Company is unable to obtain such incremental financing, the Company’s ability to complete acquisitions could be limited.

The Company cannot assure you that its cash flow from operations or cash available under its Credit Facility will be sufficient to meet its needs. If the Company is unable to generate sufficient cash flows from operations in the future, and if availability under its Credit Facility is not sufficient, the Company may have to obtain additional financing. If the Company obtains additional capital through the issuance of equity, the interests of existing stockholders of the Company will be diluted. If the Company incurs additional indebtedness, such indebtedness may contain significant financial covenants and other negative covenants that may significantly restrict the Company’s ability to operate. The Company cannot assure you that it could obtain additional financing on favorable terms or at all.

The documentation governing the Company’s Credit Facility contain restrictive covenants that may impair the Company’s ability to access sufficient capital and operate its business.

The documentation governing the Company’s Credit Facility contain various provisions that limit the Company’s ability to, among other things:

incur additional indebtedness;
incur certain liens;
consolidate or merge;
alter the business conducted by the Company and its subsidiaries;
make investments, loans, advances, guarantees and acquisitions;
sell assets, including capital stock of its subsidiaries;
enter into certain sale and leaseback transactions;
pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness;
engage in transactions with affiliates; and
enter into agreements restricting its subsidiaries’ ability to pay dividends.

In addition, the restrictive covenants contained in the documentation governing the Credit Facility require the Company to maintain specified financial ratios. See “Lazydays’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” below. The Company’s ability to comply with those financial ratios may be affected by events beyond its control, and its failure to comply with these ratios could result in an event of default.

The restrictive covenants contained in the documentation governing the Credit Facility may affect the Company’s ability to operate and finance its business as it deems appropriate. The Company’s inability to meet obligations as they become due or to comply with various financial covenants contained in the instruments governing its current or future indebtedness could constitute an event of default under the instruments governing the Company’s indebtedness.

If there were an event of default under the instruments governing the Company’s indebtedness, the holders of the affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of the Company’s other indebtedness. The Company may not have sufficient funds available, or the Company may not have access to sufficient capital from other sources, to repay any accelerated debt. Even if the Company could obtain additional financing, the terms of such financing may not be favorable to the Company. In addition, substantially all of the Company’s assets are subject to liens securing the obligations under the Credit Facility. If amounts outstanding under the Credit Facility were accelerated, the Company’s lenders could foreclose on these liens and the Company could lose substantially all of its assets. Any event of default under the instruments governing the Company’s indebtedness could have a material adverse effect on the Company’s business, financial condition and results of operations.

Natural disasters, whether or not caused by climate change, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt business and result in lower sales and otherwise adversely affect the Company’s financial performance.

The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus or measles, terrorist attacks or disruptive political events in certain regions where the Company’s stores are located could adversely affect the Company’s business and result in lower sales. Severe weather, such as heavy snowfall or extreme temperatures, may discourage or restrict customers in a particular region from traveling to the Company’s stores or utilizing the Company’s products, thereby reducing the Company’s sales and profitability. Natural disasters including tornadoes, hurricanes, floods, hail storms and earthquakes may damage the Company’s stores or other operations, which may materially adversely affect the Company’s financial results. Any of these events could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company depends on its relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations could have an adverse effect on the Company’s business and results of operations.

The Company’s business depends in part on developing and maintaining productive relationships with third party providers of services, protection plans, products and resources that the Company markets to its customers. Additionally, the Company relies on certain third party providers to support its services, protection plans, products and resources, including insurance carriers for the Company’s property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing. The Company cannot accurately predict when, or the extent to which, it will experience any disruption in the supply of products from its vendors or services from its third party providers. Any such disruption could negatively impact the Company’s ability to market and sell its services, protection plans, products and resources, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

With respect to the insurance programs that the Company offers, the Company is dependent on the insurance carriers that underwrite the insurance to obtain appropriate regulatory approvals and maintain compliance with insurance regulations. If such carriers do not obtain appropriate state regulatory approvals or comply with such changing regulations, the Company may be required to use an alternative carrier or change its insurance products or cease marketing certain insurance related products in certain states, which could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is required to use an alternative insurance carrier or change its insurance related products, it may materially increase the time required to bring an insurance related product to market. Any disruption in the Company’s service offerings could harm the Company’s reputation and result in customer dissatisfaction.

Additionally, the Company provides financing to qualified customers through a number of third party financing providers. If one or more of these third party providers ceases to provide financing to the Company’s customers, provides financing to fewer customers or no longer provides financing on competitive terms, or if the Company is unable to replace the current third party providers upon the occurrence of one or more of the foregoing events, it could have a material adverse effect on the Company’s business, financial condition and results of operations.

A portion of the Company’s revenue is from financing, insurance and extended service contracts, which depend on third party lenders and insurance companies. The Company cannot assure you that third party lending institutions will continue to provide financing for RV purchases.

A portion of the Company’s revenue comes from the fees the Company receives from lending institutions and insurance companies for arranging financing and insurance coverage for the Company’s customers. The lending institution pays the Company a fee for each loan that it arranges. If these lenders were to lend to the Company’s customers directly rather than through the Company, the Company would not receive a fee. In addition, if customers prepay financing the Company arranged within a specified period (generally within six months of making the loan), the Company is required to rebate (or “chargeback”) all or a portion of the commissions paid to the Company by the lending institution. The Company’s revenues from financing fees and vehicle service contract fees are recorded net of a reserve for estimated future chargebacks based on historical operating results. Lending institutions may change the criteria or terms they use to make loan decisions, which could reduce the number of customers for whom the Company can arrange financing, or may elect to not continue to provide these products with respect to RVs. The Company’s customers may also use the internet or other electronic methods to find financing alternatives. If any of these events occur, the Company could lose a significant portion of its income and profit.

Furthermore, new and used vehicles may be sold and financed through retail installment sales contracts entered into between the Company and third-party purchasers. Prior to entering into a retail installment sales contract with a third-party purchaser, the Company typically has a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically assigned by the Company to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged assignment agreements have been determined, and to whom the retail installment sales contract have been assigned. The Company recognizes revenue when the applicable new or used vehicle is delivered and the Company has assigned the retail installment sales contract to a third-party lender and collectability is reasonably assured. Funding from the third-party lender is provided upon receipt, final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Contracts in transit are included in current assets in the Company’s consolidated financial statements included elsewhere in this prospectus and totaled $15.5 million as of December 31, 2017 and $9.4 million as of December 31, 2016. Any defaults on these retail installment sales contracts could have a material adverse effect on the Company’s business, financial condition and results of operations.

12

If the Company is unable to retain senior executives and attract and retain other qualified employees, the Company’s business might be adversely affected.

The Company’s success depends in part on its ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. Competition for these types of personnel is high. The Company may be unsuccessful in attracting and retaining the personnel it requires to conduct its operations successfully and, in such an event, the Company’s business could be materially and adversely affected. The Company’s success also depends to a significant extent on the continued service and performance of the Company’s senior management team, including its Chairman and Chief Executive Officer William Murnane. The loss of any member of the Company’s senior management team could impair its ability to execute its business plan and could therefore have a material adverse effect on the Company’s business, results of operations and financial condition. The Company does not currently maintain key man life insurance policies on any member of its senior management team or other key employees. The Company entered into employment agreements with William Murnane, the Company’s Chief Executive Officer and Chairman, and Maura Berney, the Company’s Chief Financial Officer, which became effective upon the consummation of the Mergers. The Company has not entered into any other employment agreements with other persons.

The Company’s business depends on its ability to meet its labor needs.

The Company’s success depends in part upon its ability to attract, motivate and retain a sufficient number of qualified employees, including market managers, general managers, sales managers, department managers and sales associates. Qualified individuals of the requisite caliber may be scarce in some areas. If the Company is unable to hire and retain sales associates capable of consistently providing a high level of customer service, as demonstrated by, among other qualities, their enthusiasm for the Company’s culture and knowledge of the Company’s products, the Company’s business could be materially adversely affected. Although none of the Company’s employees is currently covered by collective bargaining agreements, the Company’s employees may elect to be represented by labor unions in the future. If Company employees were to so elect, the Company’s labor costs could increase. Additionally, competition for qualified employees could require the Company to pay higher wages to attract the required number of employees. An inability to recruit and retain a sufficient number of qualified employees in the future may delay the planned openings of new stores. Any such delays, any material increases in employee turnover rates at existing stores or any increases in labor costs could have a material adverse effect on the Company’s business, financial condition or results of operations.

The Company primarily leases its retail locations. If the Company is unable to maintain those leases or locate alternative sites for retail locations in its target markets and on terms that are acceptable to it, the Company’s revenues and profitability could be adversely affected.

The Company leases most of the real properties where it has operations, including, as of December 31, 2017, four of the five Lazydays retail locations in three states. The Company’s leases generally provide for fixed monthly rentals with escalation clauses and range from five to twenty years. There can be no assurance that the Company will be able to maintain its existing retail locations as leases expire, extend the leases or be able to locate alternative sites in its target markets and on favorable terms. Any failure to maintain its existing retail locations, extend the leases or locate alternative sites on favorable or acceptable terms could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s business is subject to numerous federal, state and local regulations.

The Company’s operations are subject to varying degrees of federal, state and local regulation, including regulations with respect to the Company’s RV sales, RV financing, marketing, direct mail, roadside assistance programs and insurance activities. New regulatory efforts may be proposed from time to time that may affect the way the Company operates its businesses. For example, in the past a principal source of leads for the Company’s direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states. Currently, all states restrict access to motor vehicle registration information.

The Company is also subject to federal and state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles. Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect the Company’s business and operations.

Further, certain federal and state laws and regulations affect the Company’s activities. Areas of the Company’s business affected by such laws and regulations include, but are not limited to, labor, advertising, consumer protection, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti- competition, environmental, health and safety. Compliance with these laws and others may be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was signed into law on July 21, 2010, established the Consumer Financial Protection Bureau (the “CFPB”), an independent federal agency funded by the United States Federal Reserve with broad regulatory powers and limited oversight from the United States Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act could lead to additional, indirect regulation of automotive dealers, in particular, their sale and marketing of finance and insurance products, through its regulation of automotive finance companies and other financial institutions. In March 2013, the CFPB issued supervisory guidance highlighting its concern that the practice of automotive dealers being compensated for arranging customer financing through discretionary markup of wholesale rates offered by financial institutions (“dealer markup”) results in a significant risk of pricing disparity in violation of The Equal Credit Opportunity Act (the “ECOA”). The CFPB recommended that financial institutions under its jurisdiction take steps to address compliance with the ECOA, which may include imposing controls on dealer markup, monitoring and addressing the effects of dealer markup policies, and eliminating dealer discretion to markup buy rates and fairly compensating dealers using a different mechanism.

In addition, the Patient Protection and Affordable Care Act (the “Affordable Care Act”), which was signed into law on March 23, 2010, may increase the Company’s annual employee health care costs that it funds and has increased the Company’s cost of compliance and compliance risk related to offering health care benefits. Efforts to modify, repeal or otherwise invalidate all, or certain provisions of, the Affordable Care Act and/or adopt a replacement healthcare reform law may impact the Company’s employee healthcare costs. At this time, there is uncertainty concerning whether the Affordable Care Act will be repealed or what requirements will be included in a new law, if enacted. If health care costs rise, the Company may experience increased operating costs, which may adversely affect the Company’s business, financial condition and results of operations.

Furthermore, the Company’s property and casualty insurance programs that it offers through third party insurance carriers are subject to state laws and regulations governing the business of insurance, including, without limitation, laws and regulations governing the administration, underwriting, marketing, solicitation or sale of insurance products. The Company’s third party insurance carriers are required to apply for, renew,inform themselves about and maintain licenses issued by state, federal or foreign regulatory authorities. Such regulatory authorities have relatively broad discretion to grant, renew and revoke such licenses. Accordingly,observe any failure by such partiesrestrictions as to comply with the then current licensing requirements, which may include any determination of financial instability by such regulatory authorities, could result in such regulatory authorities denying third party insurance carriers’ initial or renewal applications for such licenses, modifying the terms of licenses or revoking licenses that they currently possess, which could severely inhibit the Company’s ability to market these insurance products. Additionally, certain state laws and regulations govern the form and content of certain disclosures that must be made in connection with the sale, advertising or offer of any insurance program to a consumer. The Company reviews all marketing materials it disseminates to the public for compliance with applicable insurance regulations. The Company is required to maintain certain licenses and approvals in order to market insurance products.

The Company has instituted various comprehensive policies and procedures to address compliance. However, there can be no assurance that employees, contractors, vendors or the Company’s agents will not violate such laws and regulations or the Company’s policies and procedures.

Regulations applicable to the sale of extended service contracts could materially impact the Company’s business and results of operations.

The Company offers extended service contracts that may be purchased as a supplement to the original purchaser’s warranty. These products are subject to complex federal and state laws and regulations. There can be no assurance that regulatory authorities in the jurisdictions in which these products are offered will not seek to regulate or restrict these products. Failure to comply with applicable laws and regulations could result in fines or other penalties including orders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a result could materially and adversely affect the Company’s business, results of operations and financial condition.

The Company currently transfers the majority of the administration and liability obligations associated with these extended service contracts to a third party upon purchase by the customer. State laws and regulations, however, may limit or condition the Company’s ability to transfer these administration and liability obligations to third parties, which could in turn impact the way revenue is recognized from these products. Failure to comply with these laws could result in fines or other penalties, including orders by state regulators to discontinue sales of these product offerings as currently structured. Such a result could materially and adversely affect the Company’s business, financial condition and results of operations.

14

If state dealer laws are repealed or weakened, the Company’s dealerships will be more susceptible to termination, non-renewal or renegotiation of dealer agreements.

State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal. Some state dealer laws allow dealers to file protests or petitions or attempt to comply with the manufacturer’s criteria within a specified notice period to avoid the termination or non-renewal. Manufacturers have been lobbying and continue to lobby for the repeal or revision of state dealer laws. Although the lobbying efforts have been unsuccessful to date, if dealer laws are repealed in the states in which the Company operates, manufacturers may be able to terminate the Company’s dealer agreements without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer laws, it may also be more difficult for the Company to renew its dealer agreements upon expiration.

The ability of a manufacturer to grant additional dealer agreements is based on a number of factors which the Company cannot control. If manufacturers grant new dealer agreements in areas near the Company’s existing markets, such new dealer agreements could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s failure to comply with certain environmental regulations could adversely affect the Company’s business, financial condition and results of operations.

The Company’s operations involve the use, handling, storage and contracting for recycling and/or disposal of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and propane. Consequently, the Company’s business is subject to federal, state and local requirements that regulate the environment and public health and safety. The Company may incur significant costs to comply with such requirements. The Company’s failure to comply with these regulations and requirements could cause the Company to become subject to fines and penalties or otherwise have an adverse impact on the Company’s business. In addition, the Company has indemnified certain of its landlords for any hazardous waste which may be found on or about property the Company leases. If any such hazardous waste were to be found on property that the Company occupies, a significant claim giving rise to the Company’s indemnity obligation could have a negative effect on the Company’s business, financial condition and results of operations.

Climate change legislation or regulations restricting emission of “greenhouse gases” could result in increased operating costs and reduced demand for the RVs the Company sells.

The United States Environmental Protection Agency has adopted rules under existing provisions of the federal Clean Air Act that require a reduction in emissions of greenhouse gases from motor vehicles. The adoption of any laws or regulations requiring significant increases in fuel economy requirements or new federal or state restrictions on vehicles and automotive fuels in the United States could adversely affect demand for those vehicles and could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be unable to enforce its intellectual property rightsthis offering and the Company may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company owns a variety of registered trademarks and service marks. The Company believes that its trademarks have significant value and are important to its marketing efforts. If the Company is unable to continue to protect the trademarks and service marks for its proprietary brands, if such marks become generic or if third parties adopt marks similar to the Company’s marks, the Company’s ability to differentiate its products and services may be diminished. In the event that the Company’s trademarks or service marks are successfully challenged by third parties, the Company could lose brand recognition and be forced to devote additional resources to advertising and marketing new brands for its products.

From time to time, the Company may be compelled to protect its intellectual property, which may involve litigation. Such litigation may be time-consuming, expensive and distract the Company’s management from running the day-to-day operations of its business, and could result in the impairment or loss of the involved intellectual property. There is no guarantee that the steps the Company takes to protect its intellectual property, including litigation when necessary, will be successful. The loss or reduction of any of the Company’s significant intellectual property rights could diminish the Company’s ability to distinguish its products from competitors’ products and retain its market share for its proprietary products. The Company’s inability to effectively protect the Company’s proprietary intellectual property rights could have a material adverse effect on the Company’s business, results of operations and financial condition.

Other parties also may claim that the Company infringes on their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against the Company or the payment of damages. These claims could have a material adverse effect on the Company’s business, financial condition and results of operations.

If the Company is unable to maintain or upgrade its information technology systems or if the Company is unable to convert to alternate systems in an efficient and timely manner, the Company’s operations may be disrupted or become less efficient.

The Company depends on a variety of information technology systems for the efficient operation of its business. The Company relies on hardware, telecommunications and software vendors to maintain and periodically upgrade many of these information technology systems so that the Company can continue to operate its business. Various components of the Company’s information technology systems, including hardware, networks, and software, are licensed to the Company by third party vendors. The Company relies extensively on its information technology systems to process transactions, summarize results and efficiently manage its business. Additionally, because the Company accepts debit and credit cards for payment, the Company is subject to the Payment Card Industry Data Security Standard (the “PCI Standard”), issued by the Payment Card Industry Security Standards Council. The PCI Standard contains various compliance guidelines with respect to the Company’s security surrounding the physical and electronic storage, processing and transmission of cardholder data. The Company is currently in compliance with the PCI Standard, however, complying with the PCI Standard and implementing related procedures, technology and information security measures requires significant resources and ongoing attention to compliance. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology such as those necessary to maintain compliance with the PCI Standard or with respect to maintenance or support of existing systems could also disrupt or reduce the efficiency of the Company’s operations. Any material interruptions or failures in the Company’s payment-related systems could have a material adverse effect on the Company’s business, financial condition and results of operations.

Any disruptions to the Company’s information technology systems or breaches of the Company’s network security could interrupt its operations, compromise its reputation, expose it to litigation, government enforcement actions and costly response measures and could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure across the Company’s operations. The Company uses information technology systems to, among other things, support its consumer services and plans, manage procurement, manage its supply chain, track inventory information at its retail locations, communicate customer information and aggregate daily sales, margin and promotional information. The Company also uses information systems to report and audit its operational results.

In connection with sales, the Company transmits encrypted confidential credit and debit card information. Although the Company is currently in compliance with the PCI Standard, there can be no assurance that in the future the Company will be able to remain compliant with the PCI Standard or other industry recommended or contractually required practices. Even if the Company continues to be compliant with such standards, it still may not be able to prevent security breaches.

The Company also has access to, collects or maintains private or confidential information regarding its customers, associates and suppliers, as well as the Company’s business. The protection of the Company’s customer, associate, supplier and company data is critical to the Company. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements across the Company’s business and operations. In addition, the Company’s customers have a high expectation that the Company will adequately protect their personal information from cyber-attacks and other security breaches. The Company has procedures in place to safeguard its customer’s data and information. However, a significant breach of customer, employee, supplier, or company data could attract a substantial amount of negative media attention, damage the Company’s relationships with its customers and suppliers, harm the Company’s reputation and result in lost sales, fines and/or lawsuits.

An increasingly significant portion of the Company’s sales depends on the continuing operation of its information technology and communications systems, including but not limited to its point-of-sale system and its credit card processing systems. The Company’s information technology, communication systems and electronic data may be vulnerable to damage or interruption from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures, computer viruses, loss of data, unauthorized data breaches, usage errors by the Company’s associates or the Company’s contractors or other attempts to harm the Company’s systems, including cyber-security attacks, hacking by third parties, computer viruses or other breaches of cardholder data. Some of the Company’s information technology and communication systems are not fully redundant and the Company’s disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, intentional sabotage or other unanticipated problems could result in lengthy interruptions in the Company’s information technology and communications systems. Any errors or vulnerabilities in the Company’s information technology and communications systems, or damage to or failure of its information technology and communications systems, could result in interruptions in the Company’s services and non-compliance with certain regulations or expose the Company to risk of litigation and liability, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Increases in the minimum wage could adversely affect the Company’s financial results.

From time to time, legislative proposals are made to increase the federal minimum wage in the United States, as well as the minimum wage in a number of individual states. As federal or state minimum wage rates increase, the Company may be required to increase not only the wage rates of the Company’s minimum wage employees, but also the wages paid to the Company’s other hourly employees as well. Any increase in the cost of the Company’s labor could have an adverse effect on the Company’s operating costs, financial condition and results of operations.

The Company may be subject to product liability claims if people or property are harmed by the products the Company sells.

Some of the products the Company sells may expose the Company to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions. Although the Company maintains liability insurance, the Company cannot be certain that its insurance coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to the Company on economically reasonable terms, or at all. In addition, some of the Company’s agreements with its vendors and sellers do not indemnify the Company from losses attributable to product liability. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that the products sold by the Company caused property damage or personal injury could damage the Company’s brand image and its reputation with existing and potential consumers and have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may be named in litigation, which may result in substantial costs and reputational harm and divert management’s attention and resources.

The Company faces legal risks in its business, including claims from disputes with its employees and its former employees and claims associated with general commercial disputes, product liability and other matters. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time. While the Company maintains director and officer insurance, as well as general and product liability insurance, the amount of insurance coverage may not be sufficient to cover a claim and the continued availability of this insurance cannot be assured. Regardless of their subject matter or merits, class action lawsuits may result in significant cost to the Company, which costs may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on the Company’s business, brand image, financial condition and results of operations. Negative publicity from litigation, whether or not resulting in a substantial cost to the Company, could materially damage the Company’s reputation. The Company may in the future be the target of litigation and any such litigation may result in substantial costs and reputational harm and divert management’s attention and resources. Costs, harm to the Company’s reputation and diversion of management’s attention and resources could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s risk management policies and procedures may not be fully effective in achieving their purposes.

The Company’s policies, procedures, controls and oversight to monitor and manage its enterprise risks may not be fully effective in achieving their purpose and may leave the Company exposed to identified or unidentified risks. Past or future misconduct by the Company’s employees or vendors could result in violations of law by the Company, regulatory sanctions and/or serious reputational or financial harm to the Company. The Company monitors its policies, procedures and controls; however, there can be no assurance that its policies, procedures and controls will be sufficient to prevent all forms of misconduct. The Company reviews its compensation policies and practices as part of the Company’s overall enterprise risk management program, but it is possible that its compensation policies could incentivize inappropriate risk taking or misconduct. If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on the Company’s business, financial condition and results of operations.

17

The Company could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.

The Company has a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, the Company reviews goodwill, trademarks and tradenames for impairment. Long-lived assets, identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. The Company’s determination of future cash flows, future recoverability and fair value of the Company’s long-lived assets includes significant estimates and assumptions. Changes in those estimates and/or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material. Any such charge could adversely affect the Company.

Risks Related to the Business Combination and Our Stock

Future resales of the shares of common stock of the Company issued to the stockholders and the investors in the PIPE Investment may cause the market price of the Company’s securities to drop significantly, even if the Company’s business is doing well.

Under the merger agreement, the stockholders, the optionholders, and the bonus payment recipients received, among other things, an aggregate of: (i) 2,857,143 shares of Company common stock; and (ii) $86.741 million. Pursuant to the merger agreement, certain of the stockholders will be restricted from selling any of the Company common stock that they receive as a result of the Transaction Merger during the nine month period after the closing date of the Mergers, subject to certain exceptions.

Subject to these restrictions, the Company has entered into a registration rights agreement pursuant to which such stockholders have been granted certain demand and “piggy-back” registration rights with respect to their securities. Additionally, the investors in the PIPE Investment have entered into a registration rights agreement granting them certain registration rights.

Furthermore, the stockholders and investors in the PIPE Investment may sell Company common stock pursuant to Rule 144 under the Securities Act, if available, rather than under a registration statement. In these cases, the resales must meet the criteria and conform to the requirements of that rule, including, because Andina was a shell company, waiting until one year after the Company’s filing with the SEC of its Current Report on Form 8-K filed on March 21, 2018.

Upon expiration of the applicable lock-up periods (with respect to stockholders who have executed lock-up agreements), and upon effectiveness of any registration statement the Company files pursuant to the above-referenced registration rights or upon satisfaction of the requirements of Rule 144 under the Securities Act, the stockholders and investors in the PIPE Investment may sell large amounts of Company common stock in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the Company’s stock price or putting significant downward pressure on the price of the Company’s common stock.

Nasdaq may delist the Company’s common stock on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.

The Company’s common stock is listed on the Nasdaq Stock Market. There is no assurance that the Company will be able to maintain the listing of its common stock in the future.

If the Company’s common stock is delisted from trading on Nasdaq, the Company could face significant material adverse consequences, including:

a limited availability of market quotations for its securities;
a limited amount of news and analyst coverage for the Company; and
a decreased ability to issue additional securities or obtain additional financing in the future.

18

The Company’s ability to request indemnification from the stockholders for damages arising out of the business combination are limited in certain instances to those claims where damages exceed $1.0 million and is limited to the cash and shares placed in escrow.

At the closing of the business combination, (i) an aggregate of $4.25 million of cash to be paid as part of the merger consideration and (ii) 142,857 of the Company common stock to be issued as part of the merger consideration (“Indemnity Escrow Fund”) was deposited in escrow to provide a fund for payment to the Company with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations, warranties and covenants by Lazy Days’ R.V. Center, Inc. Claims for indemnification may only be asserted (subject to certain exceptions) by the Company once the damages incurred by the Company exceed a $1.0 million deductible, in which event the amount payable from the Indemnity Escrow Fund shall be the amount in excess of the deductible. Accordingly, it is possible that the Company will not be entitled to indemnification even if Lazy Days’ R.V. Center, Inc. is found to have breached certain of its representations, warranties and covenants contained in the merger agreement if such breaches would only result in damages to the Company of less than $1.0 million. Also, subject to certain limited exceptions, the Company’s right to seek indemnification is limited to the Indemnity Escrow Fund and such right expires one year from the closing date of the merger. At such time, the Indemnity Escrow Fund will be released from the escrow to the stockholders, the optionholders and the bonus payment recipients, less amounts previously applied in satisfaction of or reserved with respect to indemnification claims, if any, that are made prior to that date.

The Company’s outstanding convertible preferred stock, warrants and options may have an adverse effect on the market price of our common stock.

After the close of the Merger, we had outstanding (i) stock options issued to the board of directors and employees to purchase 3,673,544 shares of common stock at an exercise price of $11.10 and $10.40, (ii) pre-funded warrants to purchase up to 1,339,499 shares of common stock that were issued in the PIPE Investment, (iii) warrants to purchase 2,503,937 shares of our common stock at $11.50 per share issued in the PIPE Investment, (iv) warrants to purchase 2,155,000 shares of our common stock at $11.50 per share held by Andina public shareholders, (v) 5,962,733 shares of common stock issuable upon the conversion of the 600,000 Series A Preferred Stock of Holdco, and (vi) 657,142 shares underlying unit purchase options. Furthermore, we may issue additional equity awards under our 2018 Long-Term Incentive Equity Plan (the “2018 Plan”). The sale, or even the possibility of sale, of the shares underlying the Warrants and options and the shares issuable under our incentive plan could have an adverse effect on the market price of the common stock or on our ability to obtain future financing. If and to the extent these Warrants and options are exercised, you may experience dilution to your holdings.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act, and we will take advantage of certain exemptions from various reporting requirements that are applicable to other public companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors may find our common stock less attractive because we rely, or may rely, on these exemptions. If some investors find our common stock less attractive as a result, the price of our common stock may be reduced, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

In addition, under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

We could remain an “emerging growth company” until the last day of 2020, although a variety of circumstances could cause us to lose that status earlier. For as long as we take advantage of the reduced reporting obligations, the information that we provide stockholders may be different from information provided by other public companies.

19

The conversion of the Series A Preferred Stock into Company common stock may dilute the value for the other holders of Company common stock.

The Series A Preferred Stock is convertible into Company common stock. As a result of the conversion of any issued and outstanding Series A Preferred Stock, the existing holders of Company common stock will own a smaller percentage of the outstanding Company common stock. Further, additional Company common stock may be issuable pursuant to certain other features of the Series A Preferred Stock, with such issuances being further dilutive to existing holders of Company common stock.

If Series A Preferred Stock is converted into Company common stock, holders of such converted Company common stock will be entitled to the same dividend and distribution rights as other holders of Company common stock. As such, another dilutive effect resulting from the conversion of any shares of Series A Preferred Stock will be a dilution to dividends and distributions receivable on account of Company common stock.

The holders of Series A Preferred Stock own a large portion of the voting power of the Company common stock and have the right to nominate two members to the Company’s board of directors. As a result, these holders may influence the composition of the board of directors of the Company and future actions taken by the board of directors of the Company.

The purchasers of the Series A Preferred Stock in the PIPE Investment are entitled to vote upon all matters upon which holders of the Company common stock have the right to vote and are entitled to the number of votes equal to the number of full shares of Company common stock into which such shares of Series A Preferred Stock could be converted at the then applicable conversion rate. Accordingly, the holders of the Series A Preferred Stock will hold approximately 41.3% of the voting power of the Company on an as-converted basis (assuming that no holders of the Series A Preferred Shares exercise their conversion rights). As a result, the holders of the Series A Preferred Stock may have the ability to influence future actions by the Company requiring stockholder approval.

Further, the Certificate of Designations of the Series A Preferred Stock provides that the holders of the Series A Preferred Stock have the right to nominate for election two individuals to the Company’s board of directors. As a result, the holders of Series A Preferred Stock will be able influence the composition of the board and, in turn, potentially influence and impact future actions taken by the board of directors of the Company.

The holders of the Series A Preferred Stock have certain rights that may not allow the Company to take certain actions.

Pursuant to the certificate of designations governing the Series A Preferred Stock, the holders of the Series A Preferred Stock must consent to the Company taking certain actions, including among others, the increase in the number of directors constituting the Company’s board above eight members, the incurrence of certain indebtedness and the sale of certain assets. The holders of the Series A Preferred Stock are not obligated to consent to any specific action and there can be no assurance that the holders will consent to any action the Company’s board determines is in the best interests of its stockholders as a whole.

Additionally, the purchasers of the Series A Preferred Stock have been granted a right of first refusal on certain debt financings. Pursuant to this right, the purchasers will have 15 business days to determine whether they want to undertake a covered debt financing. This may delay the Company’s ability to undertake a debt financing and may cause certain third parties to be less willing to engage in any debt financing with the Company.

USE OF PROCEEDS

We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of securities by the selling securityholders although we could receive up to $28,808,670 upon the exercise of all of the warrants. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes. The holders of the warrants are not obligated to exercise the warrants and we cannot assure you that the holders of the warrants will choose to exercise all or any of the warrants.

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SELLING SECURITYHOLDERS

The Selling Securityholders may from time to time offer and sell any or all of our securities set forth below pursuant to this prospectus. When we refer to “Selling Securityholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the Selling Securityholders’ interests in our securities other than through a public sale.

The following table sets forth, as of the date of this prospectus:

the name of the Selling Securityholders for whom we are registering shares and warrants for resale to the public,
the number of shares (including preferred and common stock) and warrants that the Selling Securityholders beneficially owned prior to the offering for resale of the securities under this prospectus,
the number of shares (including preferred and common stock) and warrants that may be offered for resale for the account of the Selling Securityholders pursuant to this prospectus, and
the number and percentage of shares to be beneficially owned by the Selling Securityholders after the offering of the resale securities (assuming all of the offered shares and warrants are sold by the Selling Securityholders).

This table is prepared solely based on information supplied to us by the listed Selling Stockholders, any Schedules 13D or 13G and other public documents filed with the SEC and assumes the sale of all of the ordinary shares and warrants offered hereby.

  Stock Owned Prior to the Offering                 Stock Owned After Offering 
  Common Stock  Preferred Stock                 Common Stock  Preferred Stock 
Selling Stockholder1 Shares Owned  Percentage of Shares Owned2  Shares Owned  Percentage of Shares Owned2  Common Stock Being Offered  Preferred Stock Being Offered  Common Stock Underlying Preferred Stock Being Offered  Warrants Being Offered3  Common Stock Underlying Warrants Being Offered  Shares Owned  Percentage of Shares Owned2  Shares Owned  Percentage of Shares Owned 
Charles McIntyre Webster, Jr. Revocable Trust Dtd 12/10/034  171,429   *   -   -   171,429   -   -   85,714   85,714   0   0%  0   0%
Cobb Nevada Partners Limited Partnership
Its General Partner CP Operations Inc.5
  11,429   *   -   -   11,429   -   -   5,714   5,714   0   0%  0   0%
Dane Capital Management LLC6  32,581   *   -   -   28,571   -   -   14,286   14,286   0   0%  0   0%
KBB Asset Management7  22,857   *   -   -   22,857   -   -   11,429   11,429   0   0%  0   0%
John Carter Lipman8  12,000   *   -   -   12,000   -   -   6,000   6,000   0   0%  0   0%
MAZ Partners LP9  15,000   *   -   -   15,000   -   -   7,500   7,500   0   0%  0   0%
Nokomis Capital Master Fund, L.P.10  418,000   2.3%  -   -   418,000   -   -   1,767,713   1,767,713   0   0%  0   0%
Patriot Strategy Partners LLC11  57,142   *   -   -   57,142   -   -   28,571   28,571   0   0%  0   0%
Pinnacle Family Office Investments, L.P.12  172,000   *   -   -   172,000   -   -   86,000   86,000   0   0%  0   0%
Park West Investors Master Fund, Limited13  750,000   4.1%  88,954   14.8%  750,000   88,954   884,014   863,319   863,319   0   0%  0   0%
Park West Partners International, Limited14
  92,500   *   11,046   1.8%  92,500   11,046   109,773   107,845   107,845   0   0%  0   0%
Saker Partners LP15  57,143   *   -   -   57,143   -   -   28,571   28,571   0   0%  0   0%
Blackwell Partners LLC - Series A, by Coliseum Capital Management, LLC, Attorney-in-Fact16  -   -   134,489   22.4%      134,489   1,336,537   133,653   133,653   0   0%  0   0%
Coliseum Capital Partners, L.P., by Coliseum Capital, LLC, its general partner17  -   -   365,511   60.9%      365,511   3,632,407   363,241   363,241   0   0%  0   0%
Common Pension Fund D18  731,627   4.0%  -   -   731,627   -   -   -   -   0   0%  0   0%
William P. Murnane19  114,286   *   -   -   114,286   -   -   57,143   57,143   0   0%  0   0%
Craig-Hallum[ Capital Group LLC20  -   -   -   -   -   -   -   276,737   276,737   0   0%  0   0%

* Less than 1%.

1Unless otherwise indicated, the business address of each of the individuals and entities is c/o Lazydays Holdings, Inc., 6130 Lazy Days Blvd., Seffner, Florida 33584.

2For purposes of calculating the percent of shares beneficially owned by each holder, the number of shares of common stock issuable upon the exercise of warrants and conversion of the preferred stock for such holder was included in the number of shares outstanding. The prefunded warrants, warrants and Series A preferred stock held by certain of the Selling Securityholders is subject to exercise and conversion limitations prohibiting the exercise or conversion of such securities to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then outstanding shares of common stock.

3Represents all warrants currently held by each Selling Stockholder. Includes pre-funded warrants in the following amounts for each of the following Selling Securityholders: Nokomis Capital Master Fund, L.P.: 1,039,142 pre-funded warrants, Park West Investors Master Fund, Limited: 266,612 pre-funded warrants, and Park West Partners International, Limited: 33,745 pre-funded warrants.

4The business address of this Selling Stockholder is P.O. BOX 578, Wayzata, MN 55391.

5The business address of this Selling Stockholder is 4000 Ponce De Leon Blvd., Suite 470, Coral Gables, FL 33146.

6The business address of this Selling Stockholder is 747 3rd Ave., Suite 4C, New York, NY 10017.

7The business address of this Selling Stockholder is 12 Harrison Avenue, Enfield, CT 06082.

8The business address of this Selling Stockholder is c/o Craig-Hallum Capital Group, 222 S. 9th St., Ste. 350, Minneapolis, MN 55402.

9The business address of this Selling Stockholder is 1130 Route 46, Ste. 12, Parsippany, NJ 07054.

10The business address of this Selling Stockholder is Nokomis Capital, 2305 Cedar Springs Rd., #42, Dallas, TX 75201.

11The business address of this Selling Stockholder is 2 Greenwich Office Park, Suite 300, Greenwich, CT 06831.

12The business address of this Selling Stockholder is 5910 N. Central Expy., Ste. 1475, Dallas, TX 75206.

13The business address of this Selling Stockholder is c/o Park West Asset Management LLC, 900 Larkspur Landing Circle, Suite 165, Larkspur, CA 94939. As of the date of this prospectus this Selling Stockholder held the following securities, resales of which are registered hereunder: (i) 750,000 shares of common stock and (ii) subject in each caseapplicable to the limitations described in Note 2 above, (a) prefunded warrants exercisable for an aggregate of 266,612 shares of common stock, (b) warrants exercisable for an aggregate of 596,707 shares of common stock and (c) 88,954 shares of the preferred stock convertible into an aggregate of 884,014 shares of common stock.

14The business address of this Selling Stockholderthose jurisdictions.

This Rights Offering is c/o Park West Asset Managementbeing made directly by us. We have retained Broadridge Corporate Issuer Solutions, LLC 900 Larkspur Landing Circle, Suite 165, Larkspur, CA 94939.As of the date of this prospectus, this Selling Stockholder held the following securities, resales of which are registered hereunder: (i) 92,500 shares of common stock and (ii) subject in each case to the limitations described in Note 2 above, (a) prefunded warrants exercisable for an aggregate of 33,745 shares of common stock, (b) warrants exercisable for an aggregate of 74,100 shares of common stock and (c) 11,046 shares of the preferred stock convertible into an aggregate of 109,773 shares of common stock.

15The business address of this Selling Stockholder is c/o Saker Management LP, 444 N. Wells St., Ste. 504, Chicago, IL 60654.

16The business address of this Selling Stockholder is Blackwell Partners LLC - Series A c/o Coliseum Capital Management, LLC, 105 Rowayton Avenue, Rowayton, CT 06853.

17The business address of this Selling Stockholder is Coliseum Capital Partners, L.P. c/o Coliseum Capital Management, LLC, 105 Rowayton Avenue, Rowayton, CT 06853.

18The business address of this Selling Stockholder is 50 West State St., 9th Fl., Trenton, NJ 08608.

19Mr. Murnane servesserve as our Chief Executive Officer and Chairman.

20The business address of this Selling Stockholder is 222 S. 9th St., Ste. 350, Minneapolis, MN 55402.

Each of the Selling Securityholders that is a broker-dealer or an affiliate of a broker-dealer has represented to us that it purchased the securities offered by this prospectus in the ordinary course of business and, at the time of purchase of those securities, did not have any agreements, understandings or other plans, directly or indirectly, with any person to distribute those shares.

Acquisition of Resale Securities

The securities offered for resale by the Selling Stockholders were acquired in a $94.8 PIPE investment, which was consummated simultaneously with the closing of the merger. In the PIPE Investment, we issued an aggregate of 600,000 shares of Series A Preferred Stock (with a stated value of $60.0 million), 2,653,984 shares of Common Stock and five-year warrants to purchase an additional 3,843,436 shares of common stock.

DESCRIPTION OF BUSINESS

Overview

The Company operates Recreation Vehicle (“RV”) dealerships and offers a comprehensive portfolio of products and services for RV owners and outdoor enthusiasts. The Company generates 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, after-market parts and accessories, RV rentals and RV camping. The Company provides these offerings through its Lazydays branded dealerships. Lazydays is known nationally as The RV AuthorityTM , a registered trademark that has been consistently used by the Company in its marketing and branding communications since 2013.

The Company believes, based on industry research and management’s estimates, it operates one of the world’s largest RV dealerships, measured in terms of on-site inventory, located on 126 acres outside Tampa, FL. The Company also operates RV dealerships in Tucson, AZ and three cities in Colorado, Loveland, Denver and Longmont. Lazydays offers the largest selection of RV brands in the nation featuring more than 2,500 new and pre-owned RVs. The Company has over 300 service bays across all locations and has RV parts and accessories stores at all locations. Lazydays also has RV rental fleets in all three markets and availability to two on-site campgrounds with over 700 RV campsites. The Company welcomes over 500,000 visitors to its dealership locations annually, and employs over 700 people at the five facilities. The Company’s dealership locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. The Company believes its dealership locations are strategically located in key RV markets. Based on information collected by the Company from reports prepared by Statistical Surveys, these key RV markets (Florida, Colorado and Arizona) account for a significant portion of new RV units sold on an annual basis in the U.S. The Company’s dealerships in these key markets attract customers from all states, except Hawaii.

The Company attracts new customers primarily through Lazydays dealership locations as well as digital and traditional marketing efforts. Once the Company acquires customers through a transaction, those customers become part of the Company’s customer database where the Company leverages customized CRM tools and analytics to actively engage, market and sell its products and services.

Company Strengths

The Iconic Brand. With over forty years of history dating back to 1976, Lazydays is an iconic, industry leading brand that is synonymous with the RV lifestyle and is known nationally as the RV Authority TM , a registered trademark that has been consistently used by the Company in its marketing and branding communications since 2013. Based on a research report prepared by Russell Research in November / December 2017, Lazydays is the second most well-known R.V. dealership brand among a national audience of non-Lazydays customers surveyed. According to the report, over 85% of Lazydays customers and over 80% of prospective customers surveyed believe that Lazydays is among the category leaders in the industry. The Company’s consistent quality, breadth and depth of offerings, as well as its comprehensive range of RV lifestyle resources, have resulted in the Company’s customers having adoring loyalty to and lasting trust in the Company’s brands.

Comprehensive Portfolio of Products, Services and Protection Plans. The Company is a provider of a comprehensive portfolio of products, services, third-party protection plans and resources for RV enthusiasts. The Company offers more than 40,000 products and services through Lazydays dealership locations. The Company’s offerings are based on 41 years of experience and feedback from RV enthusiasts.

Customer Experience. Lazydays believes it has built its reputation on providing an outstanding customer experience with exceptional service and product expertise. One of the Company’s primary goals is to create “Customers for Life” by offering a unique purchasing experience that combines a large selection of RV inventory, the Company’s unique scenic facilities with multiple amenities and its customer focused, process-oriented approach to servicing the customer. Building a welcoming atmosphere that caters to the RV enthusiast community is an intangible element critical to the Company’s success, and the Company’s philosophy is thoroughly ingrained in and continually reinforced throughout its corporate culture at every level. As per a research report prepared by Russell Research in November / December 2017, over 70% of Lazydays customers and over 60% of prospective customers surveyed strongly agree that Lazydays provides a high quality customer experience. The Company believes that its customer-focused business model has resulted in a loyal, stable and growing customer base (as evidenced by the Company’s increase in RV unit deliveries 6,977 in 2016 to 7,391 in 2017) as well as a strong reputation within the RV community. Lazydays’ target customers are RV enthusiasts who are seeking a lifestyle centered around the RV.

Employee Service and Commitment. Lazydays has been recognized as a “Top 50 RV Dealer” by RVBusinessSubscription Agent and as one of Tampa Bay’s “Top Work Places.” Lazydays believes its position as a top-rated dealer and workplace has been cultivated over decades, is very difficult to replicate and is a significant competitive advantage.

In 2005, Lazydays’ employees started the Lazydays Employee Foundation (the “Foundation”), a non-profit organization focused on making a positive impact in the lives of at-risk children. The Foundation is run exclusively by employees as volunteers and members of the Foundation’s board of directors, and their mission is to measurably change the lives of children by instilling hope, inspiring dreams and empowering them with education. The Foundation has donated more than $1.2 million to help disadvantaged children in Florida, Arizona and Colorado. The Company employees form “Dream Teams” of volunteers to lend hands on building projects, perform repair workour Information Agent for group homes or homeless shelters, cook and feed the needy, and engage in life enriching activities with at risk youth. The Foundation received the WEDU Be More…Brilliant Innovation Award, Be More…Relevant Best Use of Video Award, and the Be More…Encouraged Judge’s Choice Award , the 2016 Olin Mott Golden Heart award and was recognized with A Kid’s Place Guardian Angel Award. In 2017, the Foundation was awarded the distinguished Arthur J. Decio Humanitarian Award by Ally Financial Inc. for outstanding civil and community charity outreach.

Leading Market Position and Scale. Lazydays believes it is one of the largest RV retailers in the United States. As per a research report prepared by Russell Research in November / December 2017, Lazydays is the second most well-known RV brand among the national audience. The Company’s scale and its long-term stability make it attractive to the Company’s original equipment manufacturers (“OEMs”), suppliers, financiers and business partners. The strong relationship with OEMs and suppliers enables the Company to negotiate attractive product pricing and availability. The Company also aligns with its OEMs on product development in which the Company leverages its customer base to provide feedback on new products. The Company’s scale and strong relationship with its financing and insurance partners enables it to offer extensive financing products and insurance plans that fit almost every customer’s needs.

Consistent Processes and Procedures. Lazydays utilizes a system of process documentation and implementation called the “Lazydays Way.” Lazydays believes that the Lazydays Way allows it to implement and maintain very efficient and consistent operating procedures across all of its dealerships.

Variable Cost Structure and Capital Efficient Model. Lazydays’ decentralized and flat management structure coupled with incentive programs focused on profitability have allowed Lazydays to achieve a highly variable cost structure. The Company’s digital marketing and analytics capabilities provides it with significant flexibility and meaningfully improves its marketing productivity and efficiency via targeted marketing programs. The Company believes its operating model leads to strong and stable margins through economic cycles, resulting in what it believes to be high cash flow generation, low capital expenditure requirements and strong returns on invested capital.

Experienced Team. Lazydays’ management team has extensive dealership and industry experience. The Company offers highly competitive compensation tightly tied to performance, which has allowed the Company to attract and retain its highly capable team.

Lazydays Offerings

New and Used Vehicles

New Vehicles: Lazydays offers a comprehensive selection of new RVs across almost the entire range of price points, classes and floor plans, from entry level travel trailers to Class A diesel pushers, at its dealership locations and on its website. Lazydays has formed strategic alliances with all leading RV manufacturers. The core brands that the Company sells, representing 89% of the new vehicles that were sold by the Company in 2017, are manufactured by Thor Industries, Winnebago Industries, Forest River, Inc., and Tiffin Motorhomes.

Used Vehicles: Lazydays sells a comprehensive selection of used RVs at its dealership locations. The primary source of used RVs is through trade-ins associated with the sale of new and used RVs. Lazydays is also very active in the used RV market and its extensive RV knowledge and experience allows Lazydays to buy used RVs at attractive prices. Used RVs are generally reconditioned in the Company’s service departments prior to sale. Used RVs that do not meet the Company’s standards for retail sale are wholesaled.

Dealership Finance and Insurance

Vehicle financing: Lazydays arranges for financing for vehicle purchases through third-party finance sources in exchange for a commission payable to it. Lazydays does not directly finance its customers’ purchases, and its exposure to loss in connection with these financing arrangements generally is limited to the commissions that it receives. For the year ended December 31, 2017, the Company arranged financing transactions for a majority of the total number of new and used units sold by it.

Protection Plans: Lazydays offers a variety of third-party protection plans and services to the purchasers of its RVs as part of the delivery process, including extended vehicle service contracts, tire and wheel protection, guaranteed auto protection (known as “GAP”, this protection covers the shortfall between a customer’s loan balance and insurance payoff in the event of a casualty) and property insurance. These products are primarily underwritten and administered by independent third parties. Lazydays is primarily compensated on a straight commission basis.

Parts and Services and Other

Repair and Maintenance : In addition to preparing RVs for delivery to customers, Lazydays’ service and repair operations, with over 300 service bays, provide onsite general RV maintenance and repair services at all the Company’s dealership locations. Lazydays employs over 170 highly skilled technicians, with many of them being certified with the Recreational Vehicle Industry Association (“RVIA”) or the National RV Dealers Association (“RVDA”). The Company is equipped to offer comprehensive services and perform OEM warranty repairs for most RV components. The Company also maintains a body shop, cabinet shop, chassis shop and windshield and glass repair shop with specialized equipment and facilities.

Installation of parts and accessories: Lazydays’ full-service repair facilities enable Lazydays to install all parts and accessories sold at its dealership locations, including, among other items, towing and hitching products, satellite systems, braking systems, leveling systems and appliances. While other RV dealerships may be able to install RV parts and accessories and other retailers may be able to sell certain parts and accessories, Lazydays’ ability to both sell and install necessary parts and accessories affords the Company a competitive advantage over online retailers and big box retailers that do not have service centers designed to accommodate RVs and other RV dealerships that do not offer a comprehensive inventory of parts and accessories.

Collision repair: Lazydays offers collision repair services in all markets and the Company’s Tampa, Florida, Tucson, Arizona and Loveland, Colorado locations are equipped with full body paint booths. Lazydays’ facilities are equipped to offer a wide selection of collision repair services, including fiberglass front and rear cap replacement, windshield replacement, interior remodel solutions and paint work. The Company can perform collision repair services for a wide array of insurance carriers.

Parts and Accessories Store: With sizable parts and accessories inventory, in addition to a fully stocked onsite retail and accessory stores and access through the Lazydays’ networks for hard to find parts, Lazydays provides new and pre-owned RV buyers the option of dealer installed accessories, such as tow hitches, satellite dishes and specialized suspension systems that can be included in each buyer’s financing or aftermarket through the Lazydays retail store footprint. The Company believes that its Tampa, Florida Accessories & More store is among the largest aftermarket parts and accessories stores in the state of Florida.

RV Rentals: Lazydays offer consumers interested in the RV lifestyle a fleet of vehicles available for rent. Lazydays’ rentals offer comprehensive amenities allowing for a more premier camping experience and an introduction to the RV lifestyle. Lazydays offers unlimited mileage and trip planning services and add-ons such as outdoor living, kitchen and linen packages.

RV Campground: Lazydays also operates the Lazydays RV Resort at its Tampa, Florida location. Also known as the Lazydays RV Campground, the Lazydays RV Resort includes amenities designed to allow guests to relax and unwind, or enjoy fun activities as a family. The resort offers 300 RV sites with full 50-amp hookups, a full-time activities coordinator, sports courts, trolley service to and from the Lazydays dealership, and a screened and heated pool. The resort also offers rental units that can comfortably accommodate up to 6 people with one and a half bathrooms, full indoor and outdoor kitchens and other amenities. The resort also operates on site restaurants.

Growth Strategy

Grow the Company’s Customer Base. Lazydays believes its strong brands, market position, ongoing investment in its service platform, broad product portfolio and full array of RV offerings will continue to provide it with competitive advantages in targeting and capturing a larger share of consumers in addition to the growing number of new RV enthusiasts that will enter the market. The Company continuously works to attract new customers to its existing dealership locations through targeted integrated digital and traditional marketing efforts, attractive offerings and access to its wide array of resources for RV enthusiasts. The Company has focused specifically on marketing to the fast-growing demographics of retiring baby boomers and younger millennial and Generation X market entrants. The Company also markets to these segments through partnership marketing efforts and its sponsorships of college and professional athletic events, music festivals, motorsports events, RV campsites across the country, and other RV lifestyle efforts.

Greenfield Dealership Locations. Lazydays may establish dealership locations in new and existing markets to expand its customer base. Target markets and locations are identified by employing proprietary data and analytical tools. The Company believes there is ample white space for additional development opportunities. The Company intends to open greenfield sites that will grow its customer base and present attractive risk-adjusted returns and significant value-creation opportunities.

Dealership Location Acquisitions. The RV dealership industry is highly fragmented with many independent RV dealers. The Company has used, and plans to continue to use acquisitions of independent dealers as a fast and capital efficient alternative to new dealership location openings to expand its business and grow the Company’s customer base. Lazydays believes its experience and scale allow it to operate acquired locations efficiently. Lazydays intends to continue to pursue acquisitions that will grow its customer base and present attractive risk-adjusted returns and significant value-creation opportunities.

Service and Collision. Lazydays believes that its service and repair capabilities represent a significant opportunity for incremental revenue growth, especially as the Company grows geographically. Lazydays frequently welcomes customers who travel from across the country to have their vehicles serviced by Lazydays’ team of service and repair professionals. As a result, the service and repair department serves as a means of attracting potential customers to the Lazydays facilities and offers greater additional sales opportunities for Lazydays.

Parts and Accessories Store “Accessories & More”. Aftermarket RV parts and accessories are typically under-represented at RV dealerships. The Company believes that parts and accessories are an important part of the RV lifestyle and serve to engage customers with the Lazydays brand outside of the typical RV buying and servicing cycle. The Company understands that RV owners need a reliable resource for RV necessities and products that make their camping experience more enjoyable. Lazydays stores have expansive offerings and provide access to RV product experts to assist RV owners in their RV lifestyle needs. Lazydays believes that the “Accessories & More” strategy encompasses all of the needs of the RV consumer.

RV Rentals. Renting RVs continues to grow in popularity as a cost-effective vacation alternative. Lazydays has a fleet of vehicles available for rental at four dealership locations. The Company’s rental vehicles have a robust amenity offering and the Company’s value proposition includes unlimited mileage, add-ons and trip planning for consumers resulting in a superior rental experience. Lazydays believes that RV rentals drive interest in the RV lifestyle and provides an opportunity to introduce new customers to the Lazydays brand. Lazydays is well positioned to take advantage of this growing opportunity.

Leverage the Company’s scale and cost structure to improve operating efficiency. As Lazydays grows, it is positioned to leverage its scale to achieve competitive operating margins. The Company manages its new and used RV inventories so that its dealerships’ supply and mix of vehicles are in line with seasonal sales trends and minimize the Company’s carrying costs. In addition, the Company leverages its scale to reduce costs related to purchasing certain equipment, supplies, and services through national vendor relationships.

Customers and Markets

The RV industry is characterized by RV enthusiasts’ investment in, and steadfast commitment to, the RV lifestyle. The estimated number of U.S. households that own an RV is approximately 9 million.

Owners invest in insurance, extended service contracts, parts and accessories, roadside assistance and regular maintenance to protect and maintain their RVs. They typically invest in new accessories and the necessary installation costs as they upgrade their RVs. They also spend on services and resources as they plan, engage in, and return from their road trips. Furthermore, based on industry research and management’s estimates, the Company believes that RV owners typically trade-in to buy another RV every four to five years.

Per the RVIA 2016 Industry Profile, the RV industry had another strong year in 2016 as wholesale shipments were reported at 430,691 units, up 15.1% over 2015 and the highest total in 10 years. The strong performance in the RV industry continued the longest period of sustained growth for the RV industry, which is now at seven years. The retail value of all 2016 wholesale shipments exceeded $17.7 billion, a gain of more than 7% over the $16.5 billion total recorded in 2015 to provide further evidence of the robust health of the RV market. There are two main categories of RVs: motorhomes (motorized units) and towables (units that are towed behind a car, SUV or pickup). Motorized units include Class C Motorhomes, with prices for new units typically ranging from $60,000 to $120,000, Class A Gas Motorhomes, with prices for new units typically ranging from $75,000 to $160,000, Class A Diesel Motorhomes, with prices for new units typically ranging from $150,000 to $500,000, and Class B Motorhomes, with prices for new units typically ranging from $75,000 to $145,000. Towable units include travel trailers with prices for new units typically ranging from $8,000 to $60,000 and fifth wheel trailers, with prices for new units typically ranging from $24,000 to $90,000. RV manufacturers are now producing more innovative models, such as lightweight towables and smaller, fuel efficient motorhomes. In addition, green technologies, such as solar panels and energy efficient components are appearing on an increasing number of RVs.

Generally, used RVs are sold at a lower price level than comparable new RVs and the sale of used RVs has historically been more stable through business cycles than the sale of new vehicles.

Lazydays believes RV trips remain the least expensive type of vacation and allow RV owners to travel more while spending less. RV trips offer savings on a variety of vacation costs, including, among others, airfare, lodging and dining. While fuel costs are a component of the overall vacation cost, the Company believes fluctuations in fuel prices are not a significant factor affecting a family’s decision to take RV trips. Per the RVIA, Lazydays believes the average annual mileage use of an RV is between 3,000 miles and 5,000 miles.

RV ownership is multi-generational with the strongest sales among the baby boomer and Generation X (age 35-74) segments. The Company has also experienced strong year over year growth among the younger millennial and Generation X age groups. Based on RVIA industry data, robust growth was built on both an expansion of the traditional market as well as on an extension to new entrants that are younger and more ethnically diverse. The RV lifestyle has become more inclusive, providing more leisure options to every generation at an affordable price. Historically sales were built on strong economic gains. Recent volume increases have been influenced by the appeal of the changes in the size, options and features in the units created by RV manufacturers and suppliers. RV sales will continue to benefit from the aging baby-boomers as well as millennials. The number of consumers between the ages of 55 and 74 will total 79 million by 2025, 15% higher than in 2015, and the number between age 30 and 45 will total 72 million by 2025, 13% higher than in 2015.

Competition

The Company believes that the principal competitive factors in the RV industry are breadth and depth of product selection, value pricing, convenient dealership locations, technical services and customer service and experience. The Company competes directly and/or indirectly with RV dealers, RV service providers, RV rental operators, and RV parts and accessories retailers. One of the Company’s direct competitors, Camping World Holdings, Inc., is a publicly listed company that is listed on the New York Stock Exchange. Additional competitors may enter the businesses in which the Company currently operates.

Lazydays RV Dealerships

As of December 31, 2017, the Company operated five Lazydays dealership locations across three states. The Company’s dealership locations are strategically located in key RV markets. Based on information collected by the Company from reports prepared by Statistical Surveys, these key RV markets (Florida, Colorado and Arizona) account for a significant portion of new RV units sold on an annual basis in the U.S. The Company’s dealerships in these key markets attract customers from all states, except Hawaii. Generally, the Company’s dealership locations provide RV repair and installation services, collision repair, parts, and accessories for RVs and RV enthusiasts, RV rentals and all the Company’s locations sell new and used RVs. The Company believes its dealership strategy of offering a comprehensive range of RV parts, services, accessories, products, rentals and new and used RVs, generates powerful cross-selling opportunities.

Dealership Design and Layout

The Company’s dealership locations range in size from approximately 14,000 to 384,000 square feet and are situated on 6 to 126 acres. The Company’s dealership locations feature service centers staffed with expert, in-house trained product specialists and are equipped with merchandise demonstrations to assist in educating customers about RV performance products. The Company’s dealership locations also provide opportunities to promote a more interactive and consultative selling environment. The Lazydays staff is trained to cross-sell and explain the benefits of the Company’s breadth of services, protection plans and products to which the Company’s customers have become accustomed, such as extended service contracts, emergency roadside assistance products, club memberships, discount camping and travel assistance.

The Company regularly refreshes its dealership locations to enhance the customers’ shopping experience and maximize product and service offerings. New products and services are introduced to capitalize on the advances of the RV industry and to satisfy needs of the Company’s customers. Store dress, promotional signage and directional signage are also periodically refreshed to further enhance the Lazydays customer shopping experience at Lazydays dealership locations.

Expansion Opportunities and Site Selection

The Company’s disciplined expansion and acquisition strategy focuses on growing its geographic footprint and customer base. The Company believes it has developed a rigorous and flexible process that employs exclusive data and analytical tools to identify target markets for new store openings and acquisitions. The Company selects sites for new locations or evaluates acquisition opportunities based on criteria such as local demographics, traffic patterns, proximity to RV parks and campgrounds, proximity to major interstates, analytics from the Company’s customer database, RV sales and registrations, product availability and availability of attractive acquisition and/or lease terms. Members of the Lazydays development team spend considerable time evaluating markets and prospective sites.

Dealership Management and Training

The Company’s Vice President, National General Manager oversees all dealership operations. The Company’s Vice President, National General Manager has over 37 years of experience in the RV industry and has been employed by Lazydays for over 4 years.

Each dealership location employs a General Manager or a General Sales Manager (in either case, the “GM”) that has responsibility for the daily operations of the dealership location. Areas of responsibility include inventory management, hiring, associate training and development, maintenance of the facilities, customer service and customer satisfaction. A GM’s management team includes a sales manager, a parts and accessories manager, a service manager, and a finance and insurance manager to help oversee the operations of each dealership location department. A typical Lazydays dealership location employs approximately 20 to 80 full-time equivalent employees.

The Company employs a Vice President, Operations and Supply Chain and a centralized inventory management team to oversee the Company’s RV inventory and provide consistency and controls in the forecasting, ordering, purchasing and distribution of RV inventory.

The Company employs a Vice President, General Manager-RV Accessories and Rentals and a centralized RV accessories and rentals management team to oversee the Company’s RV accessories retail store operations, the Company’s rental operations and all incoming customer inquiries to provide consistency in how the Company sets up and operates its RV accessory and rental operations at each dealership. This allows the Company to provide a consistent customer service experience at all Lazydays dealerships.

The Company is constantly seeking to add top talent by partnering with local school districts, trade schools, military bases and community organizations. The interview process identifies current and future candidates, hiring talented people that are customer focused. The Company identifies hard to fill positions and has taken a proactive approach to creating viable candidates with its Tech U and Sales U programs. Through its Tech U and Sales U programs, the Company enrolls students with technical aptitude and provides them training to successfully complete industry certification courses and prepare them for a career as an RV technician or a successful sales partner.

Once hired, the Company continues to provide extensive training programs and opportunities for its employees, including, among others, new-hire training and orientations, institutionalized monthly e-learning and training modules, and certification programs for the Company’s RV technicians.

Product Sourcing and Distribution

Sourcing

New and Used RVs

The Company generally acquires new RVs for retail sale directly from the applicable manufacturer. Lazydays has strategic contractual arrangements with many of the leading RV manufacturers. Lazydays maintains a central inventory management and purchasing group to manage and maintain adequate inventory levels and mix. RVs are transported directly from a manufacturer’s facility to Lazydays dealership locations via a third-party transportation company.

Lazydays’ strategy is to partner with financially sound manufacturers that make quality products, have adequate manufacturing capacity and distribution, and maintain an appropriate product mix.

Lazydays’ supply arrangements with OEMs are typically governed by dealer agreements, which are customary in the RV industry. The Company’s dealer agreements with OEMs are generally made on a location-by-location basis. The terms of these dealer agreements are typically subject to Lazydays, among other things, meeting all the requirements and conditions of the dealer agreement, maintaining certain sales objectives, performing services and repairs for owners of the manufacturer’s RVs that are still under manufacturer warranty, carrying the manufacturer’s parts and accessories needed to service and repair the manufacturer’s RVs in stock at all times, actively advertising and promoting the manufacturer’s RVs and indemnifying the manufacturer under certain circumstances. Lazydays’ dealer agreements generally designate a specific geographic territory, exclusive to Lazydays, provided that Lazydays meets the material obligations of the dealer agreement. Wholesale pricing is generally established on a model year basis and is subject to change in the manufacturer’s sole discretion. In certain cases, the manufacturer may also establish a suggested retail price, below which the Company cannot advertise that manufacturer’s RVs.

Lazydays generally acquires used RVs from customers, primarily through trade-ins, as well as through private sales, auctions, the Company’s rental inventory and other sources, and the Company generally reconditions used RVs acquired for retail sale in its parts and service departments. Used RVs that Lazydays does not sell at Lazydays dealership locations generally are sold at wholesale prices through auctions.

Lazydays finances the purchase of substantially all the Company’s new RV inventory from OEMs through the Floor Plan Facility. Used vehicles may also be financed from time to time through the Floor Plan Facility. For more information on the Floor Plan Facility, see “Description of Certain Indebtedness — Floor Plan Facility” below.

Parts and Accessories

The purchasing activities for the Company’s parts and accessories departments are focused on RV maintenance products, outdoor lifestyle products, RV parts and accessories, such as, among others, generators and electrical, satellite receivers and GPS systems, towing and hitching products and RV appliances, essential supplies and other products and services necessary or desirable for the RV lifestyle. The Company maintains central purchasing functions to manage inventory, product-planning, allocate merchandise to the Company’s dealership locations and oversee the replenishment of basic merchandise. The Company has no long-term purchase commitments. The Company leverages its scale to reduce costs related to purchasing certain equipment, supplies, and services through long-standing, continuous relationships with its largest vendors.

Marketing and Advertising

The Company markets its product offerings through integrated marketing campaigns across all digital and traditional marketing disciplines, with an emphasis on digital. The Company’s marketing efforts include its website, paid and organic search efforts, email, social media, online blog and video content, TV, radio, billboards, direct mail, telemarketing, retail point of sale, promotional events, RV shows and rallies, advertisements in national and regional industry publications, vendor co-op advertising programs and personal solicitations and referrals. Lazydays also has numerous exclusive sponsorship and partnership relationships with various RV lifestyle properties and events, including college sports teams, National Football League teams, music festivals, RV campsites across the country, motorsports events, and others. The Company currently has a segmented marketing database of over 1.2 million RV owners and prospects. Lazydays’ principal marketing strategy is to capitalize on its broad name recognition, unique brand positioning, extensive product selection, differentiated value proposition and exclusive benefits, and high quality customer experience among RV owners. As per a research report prepared by Russell Research in November / December 2017, over 70% of Lazydays customers and over 60% of prospective customers surveyed strongly agree that Lazydays provides a high quality customer experience.

The Company uses data-driven marketing methods and review results by marketing discipline and campaign, by geographic market and by business on an ongoing basis to enhance and update the Company’s efforts to optimize its marketing effectiveness and productivity.

The Company currently operates an extensive responsive RV lifestyle-related website that provides an exceptional user experience on all types of digital devices. The Company’s total website traffic the last 12 months through February 28, 2018 was approximately 9.3 million with approximately 5.1 million unique visitors. The Lazydays website features over 2500 new and preowned RVs, as well as information regarding Lazydays’ RV service capabilities, RV rentals, parts and accessories, Lazydays’ RV resort, and RV seminars and classes schedule. The Lazydays website also includes The RV Authority TM blog, video content, RV trip planning and other RV lifestyle associated content. The Lazydays website and many other digital marketing efforts provide RV owners and enthusiasts with the most expansive access to RV related content in the industry.

Customer Service

Lazydays strives to exceed expectations by providing the best overall customer experience throughout every interaction with the Company. The Company believes customer service and access to a live person is a critical component of Lazydays’ digital marketing, sales, service and rental operations, and to achieving a best-in-class customer experience. The Company’s sales and customer service centers are multi-channel, full-service contact centers. RV enthusiasts can visit Lazydays locations, call, email, internet chat, text and use social media to contact Lazydays regarding products, services, protection plans, rentals, concerns and anything else related to the RV lifestyle. RV enthusiasts can also speak with Lazydays customer service specialists for help with aftermarket accessory orders, install scheduling and to receive answers to questions and to make purchases for any product and install services offered through the Lazydays website.

Lazydays’ contact center specialists are extensively trained to assist customers with complex orders and provide a level of service that leads to long-term customer relationships. In addition, Lazydays’ quality assurance team monitors contacts daily and provides the leadership team with tools to maintain sales and service standards. With low turnover, the Company retains employees longer than the industry average, which the Company believes allows its callers to be assisted by experienced contact center agents who are familiar with the RV lifestyle and Lazydays’ services, protection plans and products.

Management Information Systems

The Company utilizes multiple computer systems to support its operations, including a third-party dealer management system, point-of-sale registers (“POS”), enterprise resource planning system, supply chain management tools, CRM, robust rental reservation system, marketing database and other business intelligence tools. In addition, the Company utilizes proprietary systems and data warehouses to provide analytical views of its data.

To support the applications, the Company has multiple data centers and cloud services with advanced servers, storage and networking capabilities, giving the Company the ability to scale quickly to meet demand. The Company has a secure wide area network that facilitates communication within and between its offices and provides both voice and data services. The Company’s business critical systems are replicated in real time and all systems are protected with on and off-site backups.

A database containing all customer activity across the Company’s various businesses and programs has been integrated into its website and contact centers. Comprehensive information on each customer, including a profile of the purchasing activities, is made available to drive future sales. The Company utilizes information technology and analytics to actively market and sell multiple products and services to its customers, including list segmentation and merge and purge programs, to select prospects for email and direct mail solicitations and other direct marketing efforts.

The Company’s management information systems and electronic data processing systems consist of an extensive range of retail, financial and merchandising systems, including purchasing, inventory distribution and logistics, sales reporting, accounts payable and merchandise management. The Company’s POS and dealer management systems report comprehensive data in near real time to the Company’s data warehouses, including detailed sales volume, inventory information by product, merchandise transfers and receipts, special orders, supply orders and returns of product purchases to vendors. The Company can capture associated sales and reference to specific promotional campaigns. Lazydays management monitors the performance of each dealership location to evaluate inventory levels, determine markdowns and analyze gross profit margins by product.

Trademarks and Other Intellectual Property

The Company owns a variety of registered trademarks and service marks related to its brands and its services, protection plans, products and resources, including Lazydays, Lazydays The RV Authority TM , Lazydays RV Accessories & More, Crown Club, and Exit 10, among others. The Company also owns numerous domain names, including Lazdays.com, LazydaysRVSale.com, LazydaysEvents.com, LazydaysService.com, RVPlace.com, and RVListings.com, among many others. The Company believes that its trademarks and other intellectual property have significant value and are important to its marketing efforts. The Company is not aware of any material pending claims of infringement or other challenges to the Company’s right to use its intellectual property in the United States or elsewhere.

Government Regulation

The Company’s operations are subject to varying degrees of federal, state and local regulation, including the Company’s RV sales, vehicle financing, outbound telemarketing, email, direct mail, roadside assistance programs, extended vehicle service contracts and insurance activities. These laws and regulations include consumer protection laws, so-called “lemon laws,” privacy laws, escheatment laws, anti-money laundering laws and other extensive laws and regulations applicable to new and used vehicle dealers, as well as a variety of other laws and regulations. These laws also include federal and state wage and hour, anti-discrimination and other employment practices laws. Furthermore, new laws and regulations, particularly at the federal level, may be enacted that could also affect the Company’s business.

Motor Vehicle Laws and Regulations

The Company’s operations are subject to the National Traffic and Motor Vehicle Safety Act, Federal Motor Vehicle Safety Standards promulgated by the United States Department of Transportation and the rules and regulations of various state motor vehicle regulatory agencies. The Company is also subject to federal and state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles. Federal, state and local laws and regulations also impose upon vehicle operators’ various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal.

The Company’s financing activities with customers are subject to federal truth-in-lending, consumer leasing and equal credit opportunity laws and regulations as well as state and local motor vehicle finance laws, leasing laws, installment finance laws, usury laws and other installment sales and leasing laws and regulations, some of which regulate finance and other fees and charges that may be imposed or received in connection with motor vehicle retail installment sales. Claims arising out of actual or alleged violations of law may be asserted against the Company or its dealership locations by individuals, a class of individuals, or governmental entities and may expose the Company to significant damages or other penalties, including revocation or suspension of the Company’s licenses to conduct dealership operations and fines.

The Dodd-Frank Act, which was signed into law on July 21, 2010, established the Consumer Financial Protection Bureau (“CFPB”), an independent federal agency funded by the United States Federal Reserve with broad regulatory powers and limited oversight from the United States Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act could lead to additional, indirect regulation of automotive dealers, in particular, their sale and marketing of finance and insurance products, through its regulation of automotive finance companies and other financial institutions. In March 2013, the CFPB issued supervisory guidance highlighting its concern that the practice of automotive dealers being compensated for arranging customer financing through discretionary markup of wholesale rates offered by financial institutions (“dealer markup”) results in a significant risk of pricing disparity in violation of the Equal Credit Opportunity Act (“ECOA”). The CFPB recommended that financial institutions under its jurisdiction take steps to address compliance with the ECOA, which may include imposing controls on dealer markup, monitoring and addressing the effects of dealer markup policies, and eliminating dealer discretion to markup buy rates.

Insurance Laws and Regulations

As a marketer of insurance programs, the Company is subject to state rules and regulations governing the business of insurance including, without limitation, laws governing the administration, underwriting, marketing, solicitation and/or sale of insurance programs. The insurance carriers that underwrite the programs that the Company sells are required to file their rates for approval by state regulators. Additionally, certain state laws and regulations govern the form and content of certain disclosures that must be made in connection with the sale, advertising or offering of any insurance program to a consumer. The Company is required to maintain certain licenses to market insurance programs.

Marketing Laws and Regulations

The Federal Trade Commission (the “FTC”) and each of the states have enacted consumer protection statutes designed to ensure that consumers are protected from unfair and deceptive marketing practices. Lazydays reviews all of its marketing materials for compliance with applicable FTC regulations and state marketing laws.

Environmental, Health and Safety Laws and Regulations

The Company’s operations involve the use, handling, storage and contracting for recycling and/or disposal of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and propane. Consequently, the Company’s business is subject to a variety of federal, state and local requirements that regulate the environment and public health and safety.

Most of the Lazydays dealership locations utilize aboveground storage tanks, and to a lesser extent underground storage tanks, primarily for petroleum-based products. Storage tanks are subject to periodic testing, containment, upgrading and removal requirements under the Resource Conservation and Recovery Act and its state law counterparts. Clean-up or other remedial action may be necessary in the event of leaks or other discharges from storage tanks or other sources. In addition, water quality protection programs under the federal Water Pollution Control Act (commonly known as the Clean Water Act), the Safe Drinking Water Act and comparable state and local programs govern certain discharges from some of the Company’s operations. Similarly, air emissions from the Company’s operations, such as RV painting, are subject to the federal Clean Air Act and related state and local laws. Certain health and safety standards promulgated by the Occupational Safety and Health Administration of the United States Department of Labor and related state agencies also apply to certain of the Company’s operations.

Although the Company incurs costs to comply with applicable environmental, health and safety laws and regulations in the ordinary course of its business, the Company does not presently anticipate that these costs will have a material adverse effect on its business, financial condition or results of operations. The Company does not have any material known environmental commitments or contingencies.

Insurance

The Company utilizes insurance to provide for the potential liabilities for workers’ compensation, product liability, general liability, business interruption, property liability, director and officers’ liability, cyber, environmental issues, vehicle liability and employee health-care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering historical claims experience, demographic factors, severity factors and other assumptions. The Company’s results could be adversely affected by claims and other expenses related to such plans and policies if future occurrences and claims differ from these assumptions and historical trends.

Employees

As of December 31, 2017, Lazydays had approximately 775 full-time employees. None of the Lazydays employees are represented by a labor union or are party to a collective bargaining agreement, and Lazydays has not had any labor-related work stoppages. The Company believes that its employee relations are in good standing.

Available Information

We file annual, quarterly and other reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC’s website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities.

Rights Offering.

ii

DESCRIPTION

TABLE OF PROPERTY

Although the Company owns the property in its Arizona location, the Company typically leases all the real estate properties where it has operations. The Company’s real property leases generally provide for fixed monthly rents with annual escalation clauses and multiple renewal terms of 5 or 20 years each. The leases are typically “triple net” requiring the Company to pay real estate taxes, insurance and maintenance costs.

The table below sets forth certain information concerning the Company’s leased dealership locations.

Location Acres  Square Feet  Term
(years)
  Initial Expiration 
FL  126   384,000   20   2035 
CO  28   129,300   5   2020 
CO  11   14,150   5   2020 
CO  6   18,699   5   2020 

CONTENTSLEGAL PROCEEDINGS

The Company is engaged in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to employment related matters, breach of contracts, products liability and consumer protection. The Company does not believe that the ultimate resolution of these pending claims will have a material adverse effect on the Company’s business, financial condition or results of operations. However, litigation is subject to many uncertainties, and the outcome of certain individual litigated matters may not be reasonably predictable and any related damages may not be estimable. Some litigation matters could result in an adverse outcome to the Company, and any such adverse outcome could potentially have a material adverse effect on the Company’s business, financial condition and results of operations.

MARKET PRICE AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Currently, our shares of common stock are listed on the NASDAQ Capital Market under the symbol “LAZY.”

The following table sets forth the high and law sales prices for our common stock since March 16, 2018, the day after we consummated the merger.

Period* Common Stock 
  High  Low 
2018      
First Quarter** $11.66  $9.46

*Prior to consummation of the merger, our fiscal year end was November 30. We changed our fiscal year end to December 31st in connection with the merger and the period covered in this table is stated on a December 31st year end.
**Through March 29, 2018

Until March 15, 2018, Andina’s units, ordinary shares, rights and warrants were traded on The Nasdaq Capital Market under the symbols “ANDAU,” “ANDA,” “ANDAR” and “ANDAW,” respectively. The following table sets forth the high and low sales prices for Andina’s units, ordinary shares, rights and warrants for the periods indicated since the units began public trading on November 25, 2015 and Andina’s ordinary shares, rights and warrants began public trading on December 7, 2015 through March 15, 2018, the date the merger was consummated.

Period* Units  Ordinary Shares  Rights  Warrants 
  High  Low  High  Low  High  Low  High  Low 
2017-2018:                        
Second Quarter** $16.04  $16.04  $10.33  $9.80  $1.42  $1.10  $2.26  $1.77 
First Quarter  16.04   12.00   10.46   9.76   1.45   1.14   2.00   1.15 
                                 
2016-2017:                                
Fourth Quarter  12.00   10.20   10.40   9.51   1.29   0.4499   1.24   0.249 
Third Quarter  11.13   10.60   10.16   9.64   0.54   0.36   0.32   0.15 
Second Quarter  11.00   10.50   10.17   10.00   0.67   0.42   0.39   0.20 
First Quarter  11.10   10.49   10.35   9.93   0.65   0.33   0.39   0.20 
                                 
2015-2016:                                
Fourth Quarter  10.50   10.27   9.95   9.81   0.80   0.23   0.25   0.12 
Third Quarter  10.70   10.06   10.05   9.67   0.43   0.1601   0.18   0.08 
Second Quarter  11.00   9.84   9.78   9.53   0.26   0.16   0.15   0.1001 
First Quarter  10.66   9.7999   9.65   9.40   0.30   0.22   0.16   0.10 
                                 
2014-2015:                                
Fourth Quarter  9.97   9.90   N/A   N/A   N/A   N/A   N/A   N/A 

*Prior to consummation of the merger, our fiscal year end was November 30. We changed our fiscal year end to December 31st in connection with the merger but all periods in this table are stated on a November 30 year end.
**Through March 15, 2018.

On March 29, 2018, the last reported sales price of our common stock was $10.05 per share.

33

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

This Registration Statement on Form S-1 contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. The words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The risk factors discussed elsewhere in this Form S-1 and our other filings with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law.

Business Overview

For purposes of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” only, Lazy Days’ R.V. Center, Inc. shall be referred to as the “Company”, the “group”, “we”, “our”, and “us.” The Company operates Recreational Vehicle (“RV”) dealerships featuring a broad selection of over 2,500 new and pre-owned RVs. We believe, based on industry research and management’s estimates, that we operate one of the world’s largest RV dealerships, measured in terms of on-site inventory, located on 126 acres outside Tampa, FL. We also operate additional RV dealerships in Tucson, AZ and three cities in Colorado, Loveland, Denver and Longmont. We offer our customers a variety of services, such as third-party protection plans, financing and insurance. In addition, we have over 300 service bays across all locations, and have RV parts and accessories stores at all locations. We also have RV rental fleets in all three markets and availability to two on-site campgrounds with over 700 RV campsites. We welcome over 500,000 visitors to our dealership locations annually and employ over 700 people at the five facilities. Our dealership locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. Our dealership locations are strategically located in key RV markets. Based on information collected by the Company from reports prepared by Statistical Surveys, these key RV markets (Florida, Colorado and Arizona) account for a significant portion of new RV units sold on an annual basis in the U.S. The Company’s dealerships in these key markets attract customers from all states, except Hawaii.

With over forty years of history dating back to 1976, Lazydays is an iconic, industry leading brand that is synonymous with the RV lifestyle and is known nationally as the RV Authority TM, a registered trademark that has been consistently used by the Company in its marketing and branding communications since 2013. Based on a research report prepared by Russell Research in November / December 2017, Lazydays is the second most well-known R.V. dealership brand among a national audience of non-Lazydays customers surveyed. According to the report, over 85% of Lazydays customers and over 80% of prospective customers surveyed believe that Lazydays is among the category leaders in the industry. Our consistent quality, breadth and depth of offerings, as well as our comprehensive range of RV lifestyle resources, have resulted in our customers having adoring loyalty to, and lasting trust in our brands.

Recent Developments

On October 27, 2017, we entered into the merger agreement with Andina Acquisition Corp. II (“Andina”), Andina II Holdco Corp., a wholly owned subsidiary of Andina (“Holdco”), Andina II Merger Sub Inc., a wholly owned subsidiary of Holdco (“Merger Sub”) and A. Lorne Weil, an individual, to approve (a) the Redomestication Merger and (b) the Transaction Merger.

The merger agreement provides for a business combination transaction by means of (i) the Redomestication Merger of Andina with and into Holdco, with Holdco surviving and becoming a new public company and (ii) the Transaction Merger of the Company with and into Merger Sub with the Company surviving and becoming a direct wholly owned subsidiary of Holdco. As a result of the Mergers, our stockholders and the shareholders of Andina will become stockholders of Holdco.

Under the merger agreement, upon consummation of the Redomestication Merger, (i) each ordinary share of Andina will be exchanged for one Holdco Share, except that holders of public shares shall be entitled to elect instead to receive a pro rata portion of Andina’s trust account, as provided in Andina’s charter documents, (ii) each Andina right will entitle the holder to receive one-seventh of a Holdco Share and (iii) each Andina warrant will entitle the holder to purchase one-half of one Holdco Share at a price of $11.50 per whole share. Upon consummation of the Transaction Merger, our stockholders will receive their pro rata portion of: (i) 2,857,143 Holdco Shares; and (ii) $85,000 in cash, subject to adjustments based on our working capital and debt as of closing and also subject to any such Holdco Shares and cash that are issued and paid to our option holders and participants under the Transaction Incentive Plan.

The Mergers were consummated on March 15, 2018. Holdco is the new public entity and has changed its name to “Lazydays Holdings, Inc.” Upon consummation of the Mergers, the amount paid to the former owners of Lazydays was $86,741, subject to the final closing of the debt and working capital statement.

New Tax Law

On December 22, 2017, the tax reform bill was signed into law, including a permanent reduction in the corporate income tax rate from 35% to 21%, effective January 1, 2018. As a result of the enacted law, we were required to revalue deferred tax assets and liabilities at the enacted rate. This revaluation resulted in a benefit of $12 to income tax expense.

M&T Credit Facility

On March 15, 2018, the Company replaced its existing debt agreements with Bank of America with a $200,000 Senior Secured Credit Facility with M&T Bank (the “M&T Facility”). The M&T Facility includes a $175,000 Floor Plan Facility (the “M&T Floor Plan Line of Credit”), a $20,000 Term Loan (the “M&T Term Loan”), and a $5,000 Revolving Credit Facility (the “M&T Revolver”). The M&T Facility will mature on March 15, 2021. The M&T facility requires the Company to meet certain financial covenants and is secured by substantially all assets of the Company.

The M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $45,000 may be used to finance pre-owned vehicle inventory and only $4,500 may be used to finance rental units. Principal becomes due upon the sale of the respective vehicle. The M&T Floor Plan Line of Credit shall accrue interest at either (a) the fluctuating 30-day LIBOR rate plus an applicable margin which ranges from 2.00% to 2.30% based upon the Company’s total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus an applicable margin ranging from 1.00% to 1.30% based upon the Company’s total leverage ratio (as defined in the M&T facility). The Base Rate is defined in the agreement as the highest of M&T’s prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. In addition, the Company will be charged for unused commitments at a rate of 0.15%.

The M&T Term Loan will be repaid in equal monthly principal instalments of $242 plus accrued interest through the maturity date. At the maturity date, the Company will pay a principal balloon payment of $11,300 plus any accrued interest. The M&T Term Loan shall bear interest at (a) LIBOR plus an applicable margin of 2.25% to 3.0% based on the total leverage ratio (as defined in the agreement) or (b) the Base Rate plus a margin of 1.25%-2.00% based on the total leverage ratio (as defined in the agreement).

The M&T Revolver allows the Company to draw up to $5,000. The M&T Revolver shall bear interest at (a) 30-day LIBOR plus an applicable margin of 2.25% to 3.0% based on the total leverage ratio (as defined in the agreement) or (b) the Base Rate plus a margin of 1.25%-2.00% based on the total leverage ratio (as defined in the agreement). The M&T Revolver is also subject to the unused commitment fees at rates varying from 0.25% to 0.50% based on the total leverage ratio (as defined).

2018 Long-Term Incentive Equity Plan

On March 15, 2018, Holdco adopted the 2018 Long-Term Incentive Equity Plan (the “2018 Plan”). The 2018 Plan reserves up to 13% of the Holdco Shares outstanding on a fully diluted basis. If the fair market value per share of Holdco Share immediately following the closing of the Merger is greater than $8.75 per Holdco Share the number of Holdco Shares authorized for awards under the 2018 Plan shall be increased by a formula (as defined in the 2018 Plan) not to exceed 18% of Holdco Shares then outstanding on a fully diluted basis.

On March 16, 2018, Holdco granted 3,573,113 stock options to employees under the 2018 Plan, including 1,458,414 to the CEO and 583,366 to the CFO. The options have an exercise price of $11.10 and a contractual life of five years. The options shall vest as follows and shall be exercisable only to the extent that it has vested: 30% of the option shall vest once the volume weighted average price (“VWAP”), as defined in the options agreement, is equal to or greater than $13.125 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; an additional 30% of the options shall vest once the VWAP is equal to or greater than $17.50 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; an additional 30% of the Option shall vest once the VWAP is equal to or greater than $21.875 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; and an additional 10% of the Option shall vest once the VWAP is equal to or greater than $35 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; provided that the option-holder remains continuously employed by the Company (and/or any of its subsidiaries) from the grant date through (and including) the relevant date of vesting.

On March 16, 2018, Holdco granted options for the purchase of an aggregate of 99,526 Holdco Shares to the non-employee directors of the Company. The options issued to the non-employee directors of the Company have an exercise price of $11.10, vest over 3 years, and have a 5-year contractual life.

How We Generate Revenue

We derive our revenues from sales of new units, sales of pre-owned units, RV parts, service and repairs, commissions earned on sales of third-party financing and insurance products, visitor fees at our Tampa campground and food facilities, and other revenues. During the years ended December 31, 2017 and 2016, we derived our revenues from these categories in the following percentages:

  Percentages of Revenues 
  For the Years Ended December 31, 
  2017  2016 
New vehicles  54.5%  54.7%
Pre-owned vehicles  34.3%  34.0%
Parts, service and other  11.1%  11.3%
Total  100.0%  100.0%

We believe that we are the nation’s largest single point of distribution for RVs and a primary retail outlet for most of the leading manufacturers in the industry. New and pre-owned RV sales accounted for approximately 89% of total revenues in each of the years ended December 31, 2017 and 2016. These revenue contributions have remained relatively consistent year over year.

Key Performance Indicators

Gross Profit and Gross Margins. Gross profit is our total revenue less our total costs applicable to revenue. The vast majority of our cost applicable to revenues is related to the cost of vehicles. New and pre-owned vehicles have accounted for 97% of the cost of revenues in each of the years ended December 31, 2017 and 2016. Gross margin is gross profit as a percentage of revenue.

Our gross profit is variable in nature and generally follows changes in our revenue. For the years ended December 31, 2017 and 2016, gross profit was $127,137 and $117,182, respectively, and gross margin was 20.7% in each of the years. Our vehicle gross margins are expected to be negatively impacted for two quarters following the Merger as a result of our LIFO-based inventory being written up to fair market value pursuant to the requirements of purchase accounting.

Our gross margins on pre-owned vehicles are typically higher than gross margins on new vehicles, on a percentage basis. During the years ended December 31, 2017 and 2016, the gross margins were also favorably impacted by parts service, and other revenue whose combined revenues were 11.2% and 11.3%, respectively, of total revenues. Our margins on these lines of business typically carry higher gross margin percentages than our new and pre-owned vehicle sales.

SG&A as a percentage of Gross Profit. Selling, general and administrative (“SG&A”) expenses as a percentage of gross profit allows us to monitor our expense control over a period of time. SG&A consists primarily of wage-related expenses, selling expenses related to commissions and advertising, lease expenses and corporate overhead expenses. Salaries, commissions and benefits represent the largest component of our total selling, general and administrative expense and averages approximately 53% of total selling, general and administrative expense.

We calculate SG&A expenses as a percentage of gross profit by dividing SG&A expenses for the period by total gross profit. For the years ended December 31, 2017 and 2016, SG&A as a percentage of gross profit was 82.7% and 83.2%, respectively. We expect SG&A expenses to increase as we open new retail locations through organic growth and acquisitions, which we also expect will drive increases in revenue and gross profit. Additionally, we expect that our SG&A expenses will increase marginally in future periods in part due to additional legal, accounting, insurance and other expenses that we expect to incur as a result of being a public company, including compliance with the Sarbanes-Oxley Act and the related rules and regulations.

Adjusted EBITDA. Adjusted EBITDA is a not a U.S. Generally Accepted Accounting Principal (“GAAP”) financial measure, but it is one of the primary metrics management uses to evaluate the financial performance of our business. Adjusted EBITDA is also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance as follows:

as a measurement of operating performance to assist us in comparing the operating performance of our business on a consistent basis, and remove the impact of items not directly resulting from our core operations;
for planning purposes, including the preparation of our internal annual operating budget and financial projections;
to evaluate the performance and effectiveness of our operational strategies; and
to evaluate our capacity to fund capital expenditures and expand our business.

We define Adjusted EBITDA as net income excluding depreciation and amortization, non-floor plan interest expense, interest income and income tax expense , and other supplemental adjustments . We believe Adjusted EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of the business, such as sales growth, operating costs, selling and administrative expense and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future. While Adjusted EBITDA is not a recognized measure under GAAP, management uses this financial measure to evaluate and forecast business performance. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations, or a measure comparable to net income as it does not take into account certain requirements such as non-recurring gains and losses which are not deemed to be a normal part of the underlying business activities.

Our use of Adjusted EBITDA may not be comparable to other companies within the industry. We compensate for these limitations by using Adjusted EBITDA as only one of several measures for evaluating its business performance. In addition, capital expenditures, which impact depreciation and amortization, interest expense, and income tax expense, are reviewed separately by management. Our measure of Adjusted EBITDA is not necessarily comparable to similarly titled captions of other companies due to different methods of calculation. For a reconciliation of Adjusted EBITDA to net income, a reconciliation of Adjusted EBITDA Margin to net income margin, and a further discussion of how we utilize this non-GAAP financial measure, see “Non-GAAP Financial Measures” below.

Results of Operations

The following table sets forth information comparing the components of net income for the years ended December 31, 2017 and 2016.

Summary Financial Data

(in thousands)

  For the Years Ended, 
  December 31, 
  2017  2016 
Revenues      
New and pre-owned vehicles $546,385  $500,772 
Parts, service and other  68,453   64,577 
Total revenue  614,838   565,349 
         
Cost of revenues        
New and pre-owned vehicles  472,318   435,122 
Parts, service and other  15,383   13,045 
Total cost of revenues  487,701   448,167 
         
Gross profit  127,137   117,182 
         
Selling, general, and administrative expenses  105,096   97,614 
Income from operations  22,041   19,568 
Other income/expenses        
Gain on sale of property and equipment  98   - 
Interest expense  (8,752)  (7,274)
Income before income tax expense  13,387   12,294 
Income tax expense  (5,085)  (4,511)
Net income $8,302  $7,783 

Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016

Revenue

Revenue increased by approximately $49.5 million, or 8.8%, to $614.8 million from $565.3 million for the years ended December 31, 2017 and 2016, respectively. This growth primarily resulted from a 5.9% increase in the number of total vehicles sold as a result of strong customer demand.

New Vehicles and Pre-Owned Vehicles Revenue

Revenue from our new and pre-owned vehicles sales increased by approximately $45.6 million, or 9.1%, to $546.4 million from $500.8 million from the years ended December 31, 2017 and 2016, respectively.

Revenue from new vehicle sales increased by approximately $26.7 million, or 8.6%, to $335.3 million from $308.6 million for the years ended December 31, 2017 and 2016, respectively. This was primarily attributable to an increase in the number of new vehicles sold from 3,940 to 4,224 due to strong customer demand. The average revenue per unit sold was approximately $0.08 million per unit and increased by 1.3% for the year ended December 31, 2017 as compared to the year ended December 31, 2016.

Revenue from pre-owned vehicle sales increased by approximately $18.9 million, or 9.9%, to $211.1 million from $192.1 million for the years ended December 31, 2017 and 2016, respectively. This was primarily attributable to an increase in the number of pre-owned vehicles sold from 3,037 to 3,167 due to strong customer demand. The average revenue per unit sold was approximately $0.07 and $0.06 million per unit during the years ended December 31, 2017 and 2016, respectively, and increased by 5.3% for the year ended December 31, 2017 as compared to the year ended December 31, 2016.

Parts, Service and Other Revenue

Parts, service, and other revenue consists of sales of parts, accessories, and related services. It also consists finance and insurance revenues as well as campground and other revenues. Parts, service and other revenue increased by approximately $3.9 million year over year, or 6.0%, to $68.5 million from $64.6 million for the years ended December 31, 2017 and 2016, respectively.

Sales of parts, accessories and related services increased by approximately $4.0 million, or 14.2%, to $31.8 from $27.9 million primarily driven by the associated growth that accompanies new and used sales volumes and new initiatives in parts and accessories sales, including testing e-commerce market for parts sales through September 2017.

Finance and insurance revenue increased by approximately $0.8 million, or 2.8%, to $29.8 million from $29.0 million for the years ended December 31, 2017 and 2016, respectively, primarily due to higher sales volume, partially offset by an increase in chargebacks due to cancellations and early payoffs for the years ended December 31, 2017 and 2016, respectively.

Campground and other revenue, which includes RV rental revenue, decreased by approximately $0.9 million year over year, or 11.7%, to $6.8 million from $7.7 million for the years ended December 31, 2017 and 2016, respectively.

Gross Profit

Gross profit consists of gross revenues less our cost of sales and services. Gross profit increased by approximately $10.0 million, or 8.5%, to $127.1 million from $117.2 million for the years ended December 31, 2017 and 2016, respectively. This increase was primarily attributable to the increase in revenue discussed above.

New and Pre-Owned Vehicles Gross Profit

New and pre-owned vehicle gross profit increased 12.8% to $74.1 million from $65.7 million for the years ended December 31, 2017 and 2016, respectively.

The increase in new and pre-owned vehicle gross profit is attributable to a 7.2% increase in sales volume on new vehicles, a 4.3% increase in sales volume on pre-owned vehicles, and an increase in OEM rebates. We experienced increases in profit per retail unit sold related to a favorable shift in sales mix in our new product lines. We also had an increase in gross profit per retail unit on our pre-owned product lines due to increased demand for pre-owned vehicles during the period and an approximate 5.3% increase in the average sales price per unit sold.

Parts, Service and Other Gross Profit

Parts, services and other gross profit increased 3.0% to $53.1 million from $51.5 million for the years ended December 31, 2017 and 2016, respectively, as a result of the increases in sales of parts, accessories and related services described as well as improved labor rate realization in 2017. In addition, there was an increase in sales of finance and insurance revenues for the reasons described above. Finance and insurance revenues typically carry higher margins than sales of parts, accessories, and related services.

Selling, General and Administrative Expenses

Selling, general, and administrative (“SG&A”) expenses, including depreciation and amortization, increased 7.7% to $105.1 million during the year ended December 31, 2017, from $97.6 million during the year ended December 31, 2016. This increase is largely due to increases in salary, commissions and benefits expenses, as well as increases in advertising and promotion costs, outsourced delivery fees and customer satisfaction costs, which increase as a result of increases in revenue. Historically, salary, commissions, payroll taxes and benefits have comprised the majority of our total SG&A expenses and were equal to 51.6% of SG&A expenses during the year ended December 31, 2017 as compared to 53.5% during the year ended December 31, 2016. Additionally, for the years ended December 31, 2017 and 2016, we incurred $2.3 million and $0.5 million, respectively, in connection with transaction costs relating to the merger agreement and $0.5 million and less than $0.1 million, respectively, in stock-based compensation to employees.

Interest Expense

Interest expense increased by approximately $1.5 million, or 20.3%, to $8.8 million from $7.3 million for the years ended December 31, 2017 and 2016, primarily due to an increase in interest expense on our floor plan credit facility from $2.3 million in 2016 to $3.7 million in 2017, as a result of higher principal outstanding during the period, partially offset by a decrease in the Adjusted LIBOR rates charged on the floor plan credit facility. The higher outstanding principal balance on our floor plan credit facility was driven by a draw down to finance our $15.0 million distribution during 2017. Interest charged on the floor plan facility for the year ended December 31, 2016 and through July 1, 2017 was equal to the LIBOR Rate (“LIBOR”) plus 3.25%; on August 1, 2017, the rate decreased to LIBOR plus 2.75% and on November 1, 2017, the rate decreased further to LIBOR plus 2.25%.

Income Taxes

Income tax expense increased to $5.1 million in 2017 from $4.5 million in 2016, due to the increase in pre-tax income.

Non-Gaap Financial Metrics

We use certain non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, to enable us to analyze our performance and financial condition, as described in “Key Performance Indicators”, above. We utilize these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of performance. We believe that these measures are commonly used in the industry to measure performance. We believe these non-GAAP measures provide expanded insight to measure revenue and cost performance, in addition to the standard GAAP-based financial measures.

The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. You should read this discussion and analysis of the Company’s financial condition and results of operations together with the consolidated financial statements of the Company and the related notes thereto also included herein.

EBITDAis defined as net income excluding depreciation and amortization, interest expense, interest income and income tax expense.

Adjusted EBITDA is defined as net income excluding depreciation and amortization, non-floor plan interest expense, interest income and income tax expense , and other supplemental adjustments.

Reconciliations from Net Income per the Consolidated Statements of Income to Adjusted EBITDA for the years ended December 31, 2017 and 2016 are shown in the table below.

  For the Years Ended 
($ in thousands) December 31, 
  2017  2016 
EBITDA      
Net income $8,302  $7,783 
Interest expense, net  8,752   7,274 
Depreciation and amortization of property and equipment  5,286   4,510 
Amortization of intangible assets  744   746 
Income tax expense  5,085   4,511 
Subtotal EBITDA  28,169   24,824 
Floor plan interest expense  (3,739)  (2,270)
LIFO adjustment  3,772   1,932 
Non-compete/severance costs  325   313 
Transaction costs  2,313   510 
Gain on sale of property and equipment  (98)  - 
Stock-based compensation  497   13 
Adjusted EBITDA $31,239  $25,322 

  For the Years Ended 
(as percentage of total revenue) December 31, 
  2017  2016 
EBITDA margin        
Net income  1.4%  1.4%
Interest expense, net  1.4%  1.3%
Depreciation and amortization of property and equipment  0.9%  0.8%
Amortization of intangible assets  0.1%  0.1%
Income tax expense  0.8%  0.8%
Subtotal EBITDA margin  4.6%  4.4%
Floor plan interest expense  (0.6%) (0.4%)
LIFO adjustment  0.6%  0.3%
Non-compete/severance costs  0.1%  0.1%
Transaction costs  0.4%) 0.1%
Cost of revenues Gain on sale of property and equipment  (0.0%  0.0%
Stock-based compensation  0.1%  0.0%
Adjusted EBITDA margin  5.1%  4.5%

Note: Figures in the table may not recalculate exactly due to rounding.

Liquidity and Capital Resources

Cash Flow Summary

  For the years ended December 31,    
  2017  2016  Variance 
Net income $8,302  $7,783  $519 
Non-cash adjustments  6,192   4,330   1,862 
Changes in operating assets and liabilities  9,562   (19,722)  29,284 
Net cash provided by (used in) operating activities  24,056   (7,609)  31,665 
             
Net cash used in investing activities  (2,335)  (6,476)  4,141 
Net cash used in financing activities  (12,587)  (49,949)  37,362 
Net increase (decrease) in cash $9,134  $(64,034) $73,168 

Net Cash from Operating Activities

The Company generated cash from operating activities of approximately $24.1 million during the year ended December 31, 2017, compared to cash used in operating activities of approximately $7.6 million for the year ended December 31, 2016. Net income increased by approximately $0.5 million for the year ended December 31, 2017 compared to the year ended December 31, 2016. Adjustments for non-cash expenses were $6.2 million for the year ended December 31, 2017, as compared to $4.3 million for the year ended December 31, 2016. During the year ended December 31, 2017, there was approximately $9.6 million of cash provided by changes in operating assets and liabilities as compared to $19.7 million of cash used by changes in operating assets and liabilities during the year ended December 31, 2016. The fluctuation in cash used / provided by operating assets and liabilities was primarily due to changes in the balance of income taxes receivable / payable and changes in inventory and receivables balances during the period.

Net Cash from Investing Activities

The Company used cash in investing activities of approximately $2.3 million during the year ended December 31, 2017, compared to approximately $6.5 million for the year ended December 31, 2016. The Company used cash of approximately $2.6 million for purchases of property and equipment during the year ended December 31, 2017, partially offset by approximately $0.2 million of proceeds received in the sale of purchase of property and equipment. The Company used cash of $6.5 million for the purchase of property and equipment during the year ended December 31, 2016.

Net Cash from Financing Activities

The Company used cash in financing activities of approximately $12.6 million during the year ended December 31, 2017, compared to net cash used in financing activities of approximately $50.0 million for the year ended December 31, 2016. During the year ended December 31, 2017, the Company issued a cash dividend of approximately $15.0 million and used approximately $3.0 million of cash to pay down the revolving line of credit, $1.9 million to repay long term debt, and $1.3 million to repay the contingent liability related to the RV America Acquisition, partially offset by $9.2 million of net borrowings under the floor plan. During the year ended December 31, 2016, the Company paid a cash dividend of approximately $44.5 million and used approximately $3.5 million of cash to pay down the revolving line of credit and $1.9 million to repay long term debt.

Funding Needs and Sources

The Company has historically satisfied its liquidity needs through cash from operations and various borrowing arrangements. Cash requirements consist principally of scheduled payments of principal and interest on outstanding indebtedness (including indebtedness under its existing floor plan credit facility), the acquisition of inventory, capital expenditures, salary and sales commissions and lease expenses.

As of December 31, 2017, the Company had liquidity of approximately $13.3 million in cash and had working capital of approximately $14.6 million.

Capital expenditures include expenditures to extend the useful life of current facilities and expand operations. For the years ended December 31, 2017 and 2016, the Company invested approximately $2.6 and $6.5 million in capital expenditures, respectively. Capital expenditures during 2017 were primarily for building improvements and the expansion of our rental fleet . Capital expenditures during 2016 were primarily for the expansion of our rental fleet.

The Company maintains sizable inventory in order to meet the expectations of its customers and believes that it will continue to require working capital consistent with past experience. Historically, the Company has funded its operations with internally generated cash flow and borrowings. Changes in working capital are driven primarily by profit levels. The Company maintains a floor plan credit facility to finance its vehicle inventory. At times, the Company has made repayments on its existing floor plan credit facility using excess cash flow from operations.

As a result of the Mergers on March 15, 2018, approximately $105.5 million of incremental cash was made available from various sources, of which $86.7 million was paid out to the Stockholders, leaving a minimum (after payment of transaction expenses) of approximately an incremental $9.0 million of cash available for future opportunities, including potential acquisitions. The incremental cash resulted from the PIPE Investment of approximately $94.8 million and $10.7 million of existing cash on the books of Andina.

Floor Plan Notes Payable

The Company maintains a floor plan financing agreement with Bank of America (as amended on February 27, 2017) with asset-based borrowing availability of up to $140 million through November 18, 2018. The entire facility may be used to finance new vehicle inventory but only up to $40.0 million may be used to finance pre-owned vehicle inventory, of which a maximum of $5.0 million may be used to finance rental units. The principal balance outstanding under this facility was approximately $105.2 and $96.0 million at December 31, 2017 and 2016, respectively. For the year ended December 31, 2016 and through July 1, 2017, interest was equal to LIBOR plus 3.25%; on August 1, 2017, the rate decreased to LIBOR plus 2.75% and on November 1, 2017, the rate decreased further to LIBOR plus 2.25%.

Revolving Line of Credit and Long-Term Debt

On November 18, 2015, the Company entered into a credit agreement with Bank of America for an aggregate commitment amount of $20,000, which includes two facilities (the “BOA Credit Agreement”). One of the two facilities under the BOA Credit Agreement is a $7,000 revolving line of credit (“Revolver”) which matures on November 18, 2020. The Revolver bears interest at LIBOR plus 3.5% per annum and has no minimum payment requirements. The principal balance on the Revolver was $0 and $3,000 and the availability on the Revolver was $7,000 and $4,000 at December 31, 2017 and 2016, respectively.

The second of two facilities under the BOA Credit Agreement is a $13,000 term note payable (“Term Loan”) which matures on November 18, 2020 with a balloon payment due of $3,867. The Term Loan bears interest at LIBOR plus 3.50% (4.88% and 4.73% at December 31, 2017 and 2016, respectively) per annum and requires monthly payments equal to $155 of principal, plus interest. The principal balance on the Term Loan was $9,130 and $10,988 at December 31, 2017 and 2016, respectively. Interest expense on the BOA Term Loan was $491 and $474 for the years ended December 31, 2017 and 2016, respectively.

Other Debt Terms

The Revolver, the Term Loan and the Floor Plan Notes Payable, collectively known as (the “BOA Debt”) are collateralized by substantially all of the Company’s assets, pursuant to the terms of the Amended and Restated Security Agreement between the Company and the lender.

Lazy Days’ R.V. Center, Inc. is subject to covenant testing at quarterly intervals, which includes tests on Fixed Charge Coverage Ratio and Consolidated Total Leverage Ratio. Additionally, Lazy Days’ R.V. Center, Inc. is subject to Current Ratio covenant testing at monthly intervals. The financial results of the Lazy Days’ R.V. Center, Inc. need to pass the covenant levels set at each period end to avoid being in a covenant breach. The Company was in compliance with its debt covenants during the years ended December 31, 2017 and December 31, 2016.

As of December 31, 2017, the payment of dividends by the Company (other than from proceeds of revolving loans) was permitted pursuant to the terms of the BOA Debt, so long as at the time of the payment of any such dividend, no event of default existed under the BOA Debt or would result from the payment of such dividend, and so long as any such dividend was permitted under the BOA Debt (including any event of default that would result from failure to comply with the current ratio test under the BOA Debt). As of December 31, 2017, the maximum amount of cash dividends that the Company could make, from legally available funds, to its stockholders was limited to $6,620 (pursuant to a calculation as defined in the BOA Credit Agreement and the floor plan facility).

M&T Credit Facility

On March 15, 2018, the Company replaced its existing debt agreements with Bank of America with a $200,000 Senior Secured Credit Facility with the M&T Facility. The M&T Facility includes a $175,000 M&T Floor Plan Line of Credit, a $20,000 M&T Term Loan, and a $5,000 M&T Revolver. The M&T Facility will mature on March 15, 2021. The M&T facility requires the Company to meet certain financial covenants and is secured by substantially all assets of the Company.

The M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $45,000 may be used to finance pre-owned vehicle inventory and only $4,500 may be used to finance rental units. Principal becomes due upon the sale of the respective vehicle. The M&T Floor Plan Line of Credit shall accrue interest at either (a) the fluctuating 30-day LIBOR rate plus an applicable margin which ranges from 2.00% to 2.30% based upon the Company’s total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus an applicable margin ranging from 1.00% to 1.30% based upon the Company’s total leverage ratio (as defined in the M&T facility). The Base Rate is defined in the agreement as the highest of M&T’s prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. In addition, the Company will be charged for unused commitments at a rate of 0.15%.

The M&T Term Loan will be repaid in equal monthly principal instalments of $242 plus accrued interest through the maturity date. At the maturity date, the Company will pay a principal balloon payment of $11,300 plus any accrued interest. The M&T Term Loan shall bear interest at (a) LIBOR plus an applicable margin of 2.25% to 3.00% based on the total leverage ratio (as defined in the agreement) or (b) the Base Rate plus a margin of 1.25% to 2.00% based on the total leverage ratio (as defined in the agreement).

The M&T Revolver allows the Company to draw up to $5,000. The M&T Revolver shall bear interest at (a) 30-day LIBOR plus an applicable margin of 2.25% to 3.0% based on the total leverage ratio (as defined in the agreement) or (b) the Base Rate plus a margin of 1.25% to 2.00% based on the total leverage ratio (as defined in the agreement). The M&T Revolver is also subject to the unused commitment fees at rates varying from 0.25% to 0.50% based on the total leverage ratio (as defined).

Contractual and Commercial Commitments

The following table sets forth our contractual and commercial commitments as of December 31, 2017:

Contractual Obligations Total  Year 1  2-3 years  4-5 years  More than
5 years
 
Operating Activities                    
Operating lease obligations $7,962  $2,509  $3,956  $1,497  $- 
Interest on financing liability $52,958  $4,065  $7,973  $7,685  $33,235 
                     
Financing activities                    
Contingent liability $667  $667  $-  $-  $- 
Long term debt $9,142  $1,870  $7,272  $-  $- 
Financing liability $46,845  $595  $1,629  $2,306  $42,315 
Floor plan credit facility $105,207  $105,207  $-  $-  $- 
Revolving line of credit $-  $-  $-  $-  $- 

Off-Balance Sheet Arrangements

As of December 31, 2017, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Legal Proceedings

We are party to numerous legal proceedings that arise in the ordinary course of our business. 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 matters could have a material adverse effect on our business, results of operations, financial condition and/or cash flows.

Inflation

Although we cannot accurately anticipate the effect of inflation on our operations, we believe that inflation has not had, and is not likely in the foreseeable future to have, a material impact on our results of operations.

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 quarter of each year due in part to consumer buying trends and the hospitable warm climate during the winter months at our largest location (Tampa).

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 our property and inventory. Although we believe we have adequate insurance coverage, if we were to experience a catastrophic loss, we may exceed our policy limits, and/or we may have difficulty obtaining similar insurance coverage in the future.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in conformity with GAAP. The consolidated financial statements include the accounts of Lazy Days’ R.V. Center, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Critical accounting policies are those that management believes are both most important to the portrayal of our financial condition and operating results, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We base our estimates on historical experience, outside advice from parties believed to be experts in such matters, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. A complete description of all of our significant accounting policies can be found in Note 2 - Significant Accounting Policies to our consolidated financial statements included elsewhere in this Form 8-K. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements.

Revenue Recognition

We recognize revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) fees are fixed or determinable, and (4) the collection of related accounts receivable is probable.

Revenue from the sale of vehicles is recognized on delivery, transfer of title and completion of financing arrangements. Revenue from parts sales and service is recognized on delivery of the service or product.

Revenue from rental of vehicles is recognized pro rata over the period of the rental agreement. The rental agreements are generally short-term in nature. Revenue from rentals is included in part, service, and other revenue on the accompanying statements of income.

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 receives 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 the customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicles and a provision for future charge-backs is established based on historical operating results and the termination provisions of the applicable contracts.

Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction.

Receivables

We arrange third-party financing for our customers, as is customary in our industry. Interest is not normally charged on receivables. We establish an allowance for doubtful accounts based on our historic loss experience and current economic conditions. Losses are charged to the allowance when we believe that further collection efforts will not produce additional recoveries.

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 in trades, the cost is the fair value of such used vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise.

Vendor Allowances

As a component of our consolidated procurement program, we frequently enter into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon us meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable.

Goodwill and Intangibles

Our goodwill, trademarks and tradenames are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of our aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment.

When testing goodwill for impairment, we may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, we may bypass this qualitative assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (step 1). If we perform the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, we would perform an analysis (step 2) to measure such impairment.

Other intangible assets include manufacturer relationships and customer database, which are amortized using the straight-line method of their respective useful lives. The customer database is fully amortized.

Impairment of Long-Lived Assets

We evaluated the carrying value of long-lived assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. We measure the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Betterments and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease.

Income Taxes

We account for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Tax benefits claimed or expected to be claimed on a tax return are recorded in our financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on our financial condition, results of operations or cash flows. We do not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. Our policy is to classify assessments, if any, for tax related interest and penalties as income tax (benefit) expense in the consolidated statements of income.

Recently Issued Accounting Guidance

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” (“ASU 2015-11”). ASU 2015-11 amends the existing guidance to require that inventory should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out or the retail inventory method. ASU 2015-11 was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The FASB issued ASU 2015-17 as part of its ongoing Simplification Initiative, with the objective of reducing complexity in accounting standards. The amendments in ASU 2015-17 require entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a noncurrent amount. This guidance does not change the offsetting requirements for deferred tax liabilities and assets, which results in the presentation of one amount on the balance sheet. Additionally, the amendments in ASU 2015-17 align the deferred income tax presentation with the requirements in International Accounting Standards (IAS) 1, Presentation of Financial Statements. The amendments in ASU 2015-17 were effective for our financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. This standard will be effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating ASU 2016-02 and its impact on our consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations”, in April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing” and in May 9, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2016-12”). This update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue from Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. This standard will be effective for fiscal years beginning after December 15, 2018. We are currently evaluating the impact that adoption of this guidance will have on our consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendment addresses several aspects of the accounting for share-based payment award transactions, including: allowing the accounting policy election to record forfeitures as they occur for employee share-based payments; income tax consequences; classification of awards as either equity or liabilities; and classification on the statement of cash flows. This standard was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of this ASU to materially impact our consolidated financial statements or results of operations.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. This standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We do not expect the adoption of this ASU to materially impact our consolidated financial statements or results of operations.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with ASC Topic No. 606. The ASU is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted, and we adopted ASU 2017-01 as of January 1, 2017. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This standard will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and disclosures.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods for our fiscal year ending December 31, 2019 for share-based payment awards modified on or after the adoption date. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.

In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). This ASU adds Securities and Exchange Commission (“SEC”) paragraphs pursuant to the SEC Staff Announcement at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The July announcement addresses Transition Related to ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), and No. 2016-02, Leases (Topic 842). This Update also supersedes SEC paragraphs pursuant to the rescission of SEC Staff Announcement, “Accounting for Management Fees Based on a Formula,” effective upon the initial adoption of Topic 606, Revenue from Contracts with Customers, and SEC Staff Announcement, “Lessor Consideration of Third-Party Value Guarantees,” effective upon the initial adoption of Topic 842, Leases. The amendments in this Update also rescind three SEC Observer Comments effective upon the initial adoption of Topic 842. One SEC Staff Observer comment is being moved to Topic 842. This standard is required to be implemented effective January 1, 2019. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and disclosures.

In November 2017, the FASB issued ASU 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the new revenue recognition standard. This standard will be effective for fiscal years beginning after December 15, 2018. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and disclosures.

As a result of the Mergers described above, on March 15, 2018, we became a wholly owned subsidiary of Lazydays Holdings Inc., a public entity. Lazydays Holdings, Inc. qualifies as an emerging growth company pursuant to the provision of the Jumpstart Our Business Startups (“JOBS”) Act. Section 107 of the JOBS Act provides that an emerging growth company can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. Lazydays Holdings, Inc. has elected to take advantage of the extended transition period provided by the JOBS Act for complying with new or revised accounting standards. The effective dates detailed above reflect the effective dates available to emerging growth companies under the JOBS act.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Registration Statement on Form S-1 constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Registration Statement on Form S-1 and the prospectus, including, without limitation, statements regarding ourthe Company’s future financial position, revenue and EBITDA contribution of acquired businesses, business strategy, budgets, projected costs and plans and objectives of management for future operations, 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 wethe Company 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 conditions;
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;
the underperformance of acquired businesses and the inability to achieve expected synergies and steady state contributions;
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;
our business strategies for customer retention, growth, market position, financial results and risk management; and
other factors beyond our control, including those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 or in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, each as incorporated herein by reference, and in other filings we may make from time to time with the SEC.
Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this prospectus and the incorporated documents are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from such forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods.
Any forward-looking statement that we make in this prospectus or the documents incorporated by reference speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.
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QUESTIONS & ANSWERS
The following are examples of what we anticipate will be common questions about the Rights Offering. The answers are based on selected information from this prospectus and the documents incorporated by reference in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. This prospectus and the documents incorporated by reference in this prospectus contain more detailed descriptions of the terms and conditions of the Rights Offering and provide additional information about us and our business, including potential risks related to the Rights Offering and the shares of our Common Stock.
Exercising the Rights and investing in our Common Stock involves significant risks. We urge you to carefully read the section titled “Risk Factors” beginning on page 17 of this prospectus and the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.
Q:
The Company’s businessWhat is affected by the availability of financing to it and its customers;
Rights Offering?
A: The Rights Offering is a distribution of Rights on a pro rata basis to Holders of our Common Stock, Warrants and Series A Preferred Stock (in the case of the Warrants and the Series A Preferred Stock, on an as-converted basis) who hold such securities as of 5:00 p.m., New York City time, on October 23, 2023, the Record Date. “Pro rata” means, in proportion to the number of total shares of our Common Stock that our Holders hold on the Record Date on an as-converted basis. You will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned as of the Record Date. We will not issue fractional shares of Common Stock in the Rights Offering. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering.
Q:
Fuel shortages, or high prices for fuel, could have a negative effect onWhy are we conducting the Company’s business;
Rights Offering?
A: In alignment with our growth strategy, we anticipate the need for additional funding. Such additional funding is expected to place us in a stronger position to pinpoint and action potential partnerships and strategic acquisitions that align with our business interests. We believe the Rights Offering empowers our security holders to acquire more Common Stock, mitigating the dilution they might experience if we opted for conventional capital market fundraising methods. Our expectation is to use the net proceeds from the Rights Offering for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities. See “Use of Proceeds” and “The Rights Offering—Reasons for the Rights Offering.”
Q:
What is a Right?
A: Each Right entitles its Holder to purchase 0.770 of a share of our Common Stock at a subscription price of $6.399 per whole share of Common Stock. Each Right carries with it a Basic Subscription Right and an Over-Subscription Right, subject to certain limitations described below.
Q:
The Company’s success will depend to a significant extent onHow was the well being, as wellsubscription price of $6.399 per share of Common Stock determined?
A: In determining the subscription price, a special Board committee of independent directors (the “Special Committee”) considered a number of factors, including: the likely cost of capital from other sources and general conditions of the securities markets, the price at which our Holders might be willing to participate in the Rights Offering, our expected business need for liquidity and capital, historical and current trading prices of our Common Stock, and the desire to provide an opportunity to our Holders to participate in the Rights Offering on a pro rata basis. The Special Committee determined that it was in the best interests of the Company’s Holders to publicly announce the subscription price so that all Holders had the opportunity to determine whether to buy or sell the Common Stock prior to the Record Date. In accordance with best practices, the Special Committee is composed solely of independent directors. As such, Mr. Shackelton neither served as a member of the Special
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Committee nor participated in the Board’s decision to establish it. The Special Committee had sole authority to determine the type of offering and any other terms related to the Rights Offering. In selecting the subscription price, our Special Committee and management wanted to encourage participation in the Rights Offering and strike what they believe to be a fair balance between our capital needs and the market value of the shares of Common Stock sold to the Eligible Stockholders in this Rights Offering. The Company believes this disclosure has provided its Holders and the public with sufficient information about the Company’s expectation to sell a significant number of shares in the Rights Offering, as described herein. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of the Common Stock to be offered in the Rights Offering. You should not consider the subscription price as an indication of value of us or our Common Stock. The market price of our Common Stock may decline during or after the Rights Offering, including below the subscription price for the Common Stock. You should obtain a current quote for our Common Stock before exercising your Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of the Rights Offering.
Q:
What is the continued popularity and reputation for quality,Basic Subscription Right?
A: The Basic Subscription Right of each Right entitles you to purchase 0.770 of a share of Common Stock at a subscription price of $6.399 per whole share.
Q:
What is the Over-Subscription Right?
A: Subject to certain limitations described below, the Over-Subscription Right of each Right entitles you, if you fully exercise your Basic Subscription Right, to subscribe for additional shares of our Common Stock at the same $6.399 subscription price per share up to that number of shares of Common Stock that are offered in the Rights Offering but are not purchased by the other record holders under their Basic Subscription Rights.
Our Special Committee has decided that it is in the best interest of the Company that the Over-Subscription Right be subject to certain limitations as discussed below.
Q:
What are the limitations of the Company’s manufacturers, particularly, Thor Industries, Inc., Tiffin Motorhomes, Winnebago Industries, Inc., and Forest River, Inc.
Over-Subscription Right?
A: We will be able to satisfy your exercise of the Over-Subscription Right only if other Rights holders do not fully exercise their Basic Subscription Rights. If sufficient shares of our Common Stock are available, we will honor the over-subscription requests in full, subject to the limitations below.
If over-subscription requests exceed the number of shares which are available, we will allocate the available shares pro rata among those Rights holders who oversubscribed based on the number of shares each Rights holder subscribed for under the Basic Subscription Right. Only Record Date Holders who exercise in full all Rights issued to them are entitled to exercise the Over-Subscription Right.
Q:
Any change, non-renewal, unfavorable renegotiation or terminationWill fractional shares be issued upon exercise of the Company’s supply arrangements for any reason could haveRights?
A: No. We will not issue fractional shares of Common Stock in the Rights Offering. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering. Any excess subscription payments received by the Subscription Agent in respect of fractional shares will be returned promptly after the expiration of the Rights Offering without interest or deduction.
Q:
Has our Board, the Special Committee or the Company made a material adverse effect on product availability and cost and the Company’s financial performance.

The Company’s business is impacted by general economic conditions in its markets, and ongoing economic and financial uncertainties may cause a decline in consumer spending that may adversely affect its business, financial condition and results of operations.
The Company depends on its abilityrecommendation to attract and retain customers.
Competitionour stockholders whether to exercise or let lapse their Rights in the market for services, protection plansRights Offering?
A: No. Neither the Company, the Special Committee nor our Board has, or will, make any recommendation to Holders whether to exercise or let lapse their Rights in the Rights Offering. You should make an independent investment decision about whether to exercise or let lapse your Rights based on your own assessment of our business and the Rights Offering. Holders who exercise Rights risk the loss of their investment.
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Q:
Will the directors and products targeting the RV lifestyle or RV enthusiast could reduce the Company’s revenues and profitability.
executive officers participate in this Rights Offering?
A: To the extent they hold Common Stock as of the Record Date or Common Stock issuable upon exercise or conversion of Warrants or Series A Preferred Stock, our directors and executive officers are entitled to participate in this Rights Offering on the same terms and conditions applicable to all Rights holders. We expect that each of our directors and executive officers will participate in this offering, although they have not committed to do so.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
Q:
The Company’s expansion into new, unfamiliar markets presents increased risks that may prevent it from being profitable in these new markets. Delays in opening or acquiring new retail locations could have a material adverse effect on the Company’s business, financial condition and results of operations.
How do I exercise my Rights?
A: If you wish to participate in the Rights Offering, you must take the following steps, unless your shares are held by a broker, dealer or other nominee:
deliver payment to the Subscription Agent using the method outlined in this prospectus; and
deliver a properly completed rights certificate (the “Rights Certificate”) to the Subscription Agent before 5:00 p.m., New York City time, on November 14, 2023, unless the expiration date is extended.
Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of the Depository Trust Company (“DTC”), DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”
If you cannot deliver your Rights Certificate to the Subscription Agent before the expiration of the Rights Offering, you may use the procedures for guaranteed delivery as described in this prospectus under “The Rights Offering – Guaranteed Delivery Procedures” beginning on page 33 of this prospectus.
If you send a payment that is insufficient to purchase the number of shares of common stock you requested, or if the number of shares of Common Stock you requested is not specified in the forms, the Subscription Agent will have the right to reject and return your subscription for correction. If the payment exceeds the subscription price for the full exercise of your Rights (to the extent specified by you), the excess will be refunded to you.
Q:
Unforeseen expenses, difficulties, and delays encountered in connection with expansion through acquisitions could inhibit the Company’s growth and negatively impact its profitability.
FailureWhat should I do if I want to maintain the strength and value of the Company’s brands could have a material adverse effect on the Company’s business, financial condition and results of operations.
The Company’s failure to successfully order and manage its inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends could have a material adverse effect on the Company’s business, financial condition and results of operations.
The Company’s same store sales may fluctuate and may not be a meaningful indicator of future performance.
The cyclical nature of the Company’s business has caused its sales and results of operations to fluctuate. These fluctuations may continueparticipate in the future, which could resultRights Offering, but my shares are held in operating losses during downturns.
the name of my broker, dealer, or other nominee?
A: If you hold your shares of our Common Stock in “street name” through a broker, dealer or other nominee, then your broker, dealer or other nominee is the record holder of the shares you own. The record holder must exercise the Rights on your behalf for the shares of Common Stock you wish to purchase.
If you wish to participate in the Rights Offering and purchase shares of Common Stock, please promptly contact the record holder of your shares. We will ask your broker, dealer, or other nominee to notify you of the Rights Offering. Holders in certain jurisdictions who hold through a nominee may be required to provide additional information to their nominees in order to exercise their Rights. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”
Q:
The Company’s business is seasonal and this leads to fluctuations inWill I be charged a sales and revenues.
commission or a fee if I exercise my Rights?
A: No. We will not charge a brokerage commission or a fee to Rights holders for exercising their Rights. However, if you exercise your Rights through a broker or nominee, you will be responsible for any fees charged by your broker or nominee.
Q:
The Company’s business may be adversely affected by unfavorableAre there any conditions in its local markets, even if those conditions are not prominent nationally.
to my right to exercise my Rights?
A: Yes. Your right to exercise your Rights is subject to the conditions described under “The Rights Offering — Conditions to the Rights Offering.”
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Q:
May I participate in this Rights Offering if I sell my Common Stock after the Record Date?
A: The Record Date for this Rights Offering is October 23, 2023. If you own Common Stock as of the Record Date, you will receive Rights and may participate in the Rights Offering even if you subsequently sell your Common Stock.
Q:
The CompanyHow soon must I act to exercise my Rights?
A: The Rights may be exercised beginning on October 23, 2023 through 5:00 p.m., New York City time, on November 14, 2023, the expiration date of the Rights Offering, unless extended by us. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering – Procedures for DTC Participants.” If you elect to exercise any Rights, the Subscription Agent must actually receive all required documents and payments from you or your broker or nominee at or before the expiration date. We have the option of extending the expiration date of the subscription period in our sole discretion.
Q:
When will I receive my Rights Certificate?
A: As promptly as reasonably practicable after the date of this prospectus, the Subscription Agent will send a Rights Certificate to each registered Holder as of 5:00 p.m., New York City time, on the Record Date, based on our securities registry maintained at the transfer agent for our Common Stock and by our treasury department for the Warrants and Series A Preferred Stock. If you hold your shares of Common Stock through a brokerage account, bank or other nominee, you will not receive an actual Rights Certificate. Instead, as described in this prospectus, you must instruct your broker, bank or nominee whether or not to exercise Rights on your behalf. If you wish to obtain a separate Rights Certificate, you should promptly contact your broker, bank or other nominee and request a separate Rights Certificate.
Q:
May I sell, transfer or assign my Rights?
A: No. You may not transfer, sell or assign any of your Rights, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such Holder. For purposes of any such transfer by a closed-end fund, “affiliated” means each other funds that owns or controls directly or indirectly the holder and any fund that controls or is controlled by or is under common control with the holder. The Rights are non-transferable and will not be listed on any securities exchange or included in any automated quotation system. Therefore, there will be no market for the Rights.
Q:
Will I be able to satisfy its debt obligations upon the occurrence of a change in control under its Credit Facility.
The Company’s ability to operate and expand its business and to respond to changing business and economic conditions will dependtrade my Rights on the availabilityNasdaq?
A: No.
Q:
Am I required to subscribe in the Rights Offering?
A: No.
Q:
Am I required to exercise any or all of adequate capital.
the Rights I receive in the Rights Offering?
A: No. You may exercise any number of your Rights, or you may choose not to exercise any Rights. If you do not exercise any Rights, the number of shares of our Common Stock that you own will not change.
Q:
The documentation governingIs the Company’s Credit Facility contain restrictive covenants that may impairCompany requiring a minimum subscription to complete the Company’s ability to access sufficient capital and operate its business.
Rights Offering?
A: No. We may choose to consummate, amend, extend or terminate the Rights Offering regardless of the number of shares of common stock actually subscribed for by stockholders.
Q:
Can the Special Committee cancel, terminate, amend or extend the Rights Offering?
A: Yes. Our Special Committee may decide to cancel or terminate the Rights Offering at any time before the expiration of the Rights Offering and for any reason. If our Special Committee cancels or terminates the Rights Offering, we will issue a press release notifying Holders of the cancellation or termination, and any money received from subscribing Holders will be promptly returned, without interest or deduction.
We may amend the terms of the Rights Offering or extend the subscription period of the Rights Offering.
Q:
Natural disasters, whetherWill my percentage ownership interest in the Company be diluted by the Rights Offering?
A: Your ownership interest will be diluted to the extent that you do not exercise your Rights.
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As a result of the Rights Offering, to the extent you do not exercise your Rights, you will lose any value represented by your unexercised Rights and the percentage that your original shares of Common Stock represent of our increased equity will be diluted.
See “Risk Factors — Risks Related to the Rights Offering — If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution, including as a result of certain anti-dilution rights held by Warrant holders. Even if you decide to participate in this Rights Offering, you will experience certain dilution as a result of the anti-dilution provision of our Warrants.”
Q:
If I exercise Rights in the Rights Offering, may I cancel or not caused by climate change unusual weather condition, epidemic outbreaks, terrorist acts and political events could disrupt businessmy decision?
A: No. Unless our Special Committee cancels or terminates the Rights Offering, all exercises of Rights are irrevocable. You should not exercise your Rights unless you are certain that you wish to purchase shares of Common Stock at a price of $6.399 per share. See “Risk Factors — Risks Related to the Rights Offering — There may be material developments regarding us during the subscription period”. In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable.”
Q:
How much money will the Company receive from the Rights Offering?
A: Assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $99.6 million, after deducting estimated offering expenses incurred by us relating to the Rights Offering. We expect to use such proceeds for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities.
For more information regarding the net proceeds to the Company in the Rights Offering, please refer to the section titled “Use of Proceeds.”
Q:
Are there risks in exercising my Rights?
A: Yes. The exercise of your Rights involves risks. Exercising your Rights means buying shares of our Common Stock, and should be considered as carefully as you would consider any other equity investment. We urge you to carefully read the section titled “Risk Factors” beginning on page 17 of this prospectus and the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.
In addition, Holders of the Warrants and holders of the Series A Preferred Stock are entitled to participate in the Rights Offering. See “Risk Factors—Risks Related to the Rights Offering—Holders of the Warrants and holders of the Series A Preferred Stock are entitled to participate in the Rights Offering and, although such holders have waived certain anti-dilution adjustments in connection with the Rights Offering, there can be no assurance that they will do so in the future and such anti-dilution adjustments could cause dilution to our stockholders.”
Q:
How many shares of Common Stock will be outstanding immediately after the Rights Offering?
A: As of October 23, 2023, we had 17,431,605 shares of Common Stock issued and 14,019,383 shares of Common Stock outstanding.
The number of shares of our Common Stock that will be outstanding after the Rights Offering will depend on the number of shares of Common Stock that are purchased in the Rights Offering. Assuming no additional shares of Common Stock are issued by us prior to consummation of the Rights Offering and assuming all offered shares of Common Stock are sold in the Rights Offering at the subscription price, we will issue 15,627,441 shares of Common Stock. In that case, we will have approximately 30,114,585 shares of Common Stock outstanding after the Rights Offering, taking into account also the expected conversion of 467,761 Warrants into 467,761 shares of Common Stock. This would represent an increase of approximately 114.8% in the number of outstanding shares of Common Stock. See “Prospectus Summary—Recent Developments-Anti-Dilution Waivers” for further information regarding an applicable anti-dilution provision.
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The issuance of shares of our Common Stock in the Rights Offering will dilute, and thereby reduce, your proportionate ownership in our shares of Common Stock, unless you fully exercise your Basic Subscription Rights. See “Risk Factors — Risks Related to the Rights Offering — If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution, including as a result of certain anti-dilution rights held by Warrant holders. Even if you decide to participate in this Rights Offering, you will experience certain dilution as a result of the anti-dilution provision of our Warrants.” In addition, the issuance of our Common Stock at a subscription price that is less than the market price as of the Record Date for the Rights Offering will likely reduce the price per share of our Common Stock held by you prior to the Rights Offering.
Q.
Is the Rights Offering similar to a forward stock split?
A. No. These are completely different corporate actions. Among other differences between these actions, the numbers of shares owned by a stockholder is increased in a forward stock split by giving each stockholder an additional number of shares of Common Stock per each share owned. For example, a 5-for-1 forward stock split would give an additional four shares of Common Stock to each holder of record, such that each share held by the holder before the split would be five shares after the split. In contrast, no increase in shares owned by any Holder will occur as a result of the Rights Offering; rather, each Holder of record as of the Record Date will be entitled to purchase 0.770 shares of Common Stock for each Right received. If every Holder of record subscribes for the full number of shares underlying their Rights, then the outstanding shares of the Company following the Rights Offering will look as if we completed a 1.770-for-1 forward stock split.
Q.
Is the Rights Offering similar to a reverse stock split?
A. No. These are completely different corporate actions. Among other differences between these actions, the numbers of shares owned by a stockholder is reduced in a reverse stock split. No reduction in shares owned by any Holder will occur as a result of the Rights Offering. However, depending on the number of shares subscribed for in the Rights Offering, our existing Holder may incur substantial dilution.
Q:
Will this Rights Offering result in lower sales and otherwise adversely affect the Company’s financial performance.
The Company depends on its relationships with third party providers“going private” for purposes of services, protection plans, products and resources and a disruption of these relationships or of these providers’ operations could have an adverse effect on the Company’s business and results of operations.
A portionRule 13e-3 of the Company’s revenue is from financing, insurance and extended service contracts, which depend on third party lenders and insurance companies. The Company cannot assure you that third party lending institutions will continue to provide financing for RV purchases.
Exchange Act?
A: No. The Rights Offering is not a transaction or series of transactions which has either a reasonable likelihood or a purpose or producing a “going private effect” as specified in Rule 13e-3 of the Exchange Act. Given the structure of the Rights Offering, as described in this prospectus, the Company will continue to be registered pursuant to Section 12 of the Exchange Act and intends to remain listed on the Nasdaq Capital Market following completion of the Rights Offering.
Q:
If the CompanyRights Offering is unablenot completed, will my subscription payment be refunded to retain senior executivesme?
A: Yes. The Subscription Agent will hold all funds it receives in a segregated bank account until completion of the Rights Offering. If the Rights Offering is not completed, we will promptly instruct the Subscription Agent to return your payment in full. If you own shares in “street name,” it may take longer for you to receive payment because the Subscription Agent will send the refund payment through DTC, which will allocate the funds to your bank or broker. Any funds returned will be returned without interest or deduction.
Q:
What should I do if I want to participate in the Rights Offering, but I am a stockholder with a foreign address?
A: If you are a Rights holder whose address is outside the United States, the Subscription Agent will not mail Rights Certificates to you, and your Rights Certificates will be held by the Subscription Agent for your account until any instructions are received to exercise your Rights. To exercise your Rights, you must notify the Subscription Agent on or prior to 11:00 a.m., New York City time, on November 6, 2023, which is five business days prior to the expiration date for the Rights Offering, unless extended by us, and, if we so request, must establish to our satisfaction that you are permitted to exercise your Rights under applicable law. Any questions related to exercising Rights should be directed to the Subscription Agent. If you do not follow these procedures prior to the expiration of the Rights Offering, your Rights will expire. We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights and any such determinations by us will be final and binding.
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This Rights Offering is not being made in any state or other jurisdiction in which it would be unlawful to do so, nor are we selling to you, or accepting any offers from you to purchase, shares of Common Stock if you are a resident of any such state or other jurisdiction. If necessary, we may delay commencement of the Rights Offering in certain states or other jurisdictions in order to comply with the securities law requirements of those states or other jurisdictions. In addition, in certain circumstances, in order to comply with applicable state securities laws, we may not be able to honor all Rights even if we have shares of Common Stock available. We do not anticipate that there will be any changes in the Rights Offering, and we may, in our sole discretion, decline to make modifications to the terms of the Rights Offering requested by regulators in states or other jurisdictions, in which case Holders who live in those states or other jurisdictions will not be eligible to participate in the Rights Offering.
Q:
What are the U.S. federal income tax considerations applicable to holders of receiving or exercising Rights?
A: Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right), we believe and intend to take the position that a holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock (including all shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the Record Date) and should not be taxable with respect to such holder’s Series A Preferred Stock and Warrants for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the Rights Offering is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. For a more detailed discussion, see “Material U.S. Federal Income Tax Consequences.” You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.
Q:
To whom should I send my forms and attract and retain other qualified employees, the Company’s business might be adversely affected.payment?

A: If your shares are held in the name of a custodian bank, broker, dealer or other nominee, the nominee will notify you of the Rights Offering and provide you with the Rights Offering materials. You should send any required documents and payment, as provided therein to the nominee, at the deadline that your nominee sets which may be earlier than the expiration of the Rights Offering. You should contact your custodian bank, broker, dealer or other nominee if you believe you are entitled to participate in the Rights Offering but you have not received your materials.
If your shares are held in your name such that you are the record holder, then you should send your subscription documents, Rights Certificate and subscription payment, as provided herein, by first class mail or courier service to the Subscription Agent. The address for delivery to the Subscription Agent is as follows:
By Mail:
The Company’s business depends on its ability to meet its labor needs.
By Overnight Delivery:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0718
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS IWS
51 Mercedes Way
Edgewood, NY 11717
Your delivery to a different address or other than by the methods set forth above will not constitute valid delivery. You, or, if applicable, your nominee, are solely responsible for ensuring the Subscription Agent receives your subscription documents, Rights Certificate, and subscription payment. You should allow sufficient time for delivery of your subscription materials to the Subscription Agent and clearance of payment before the expiration of the Rights Offering period.
Q:
The Company primarily leases its retail locations. If the Company is unable to maintain those leases or locate alternative sites for retail locations in its target markets and on terms that are acceptable to it, the Company’s revenues and profitability could be adversely affected.
What should I do if I have other questions?
The Company’s business is subject to numerous federal, state and local regulations.
Regulations applicable to the sale of extended service contracts could materially impact the Company’s business and results of operations.
If state dealer laws are repealed or weakened, the Company’s dealerships will be more susceptible to termination, non-renewal or renegotiation of dealer agreements.
The Company’s failure to comply with certain environmental regulations could adversely affect the Company’s business, financial condition and results of operations.
Climate change legislation or regulations restricting emission of “greenhouse gases” could result in increased operating costs and reduced demand for the RVs the Company sells.
The Company may be unable to enforce its intellectual property rights and the Company may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on the Company’s business, financial condition and results of operations.
If the Company is unable to maintain or upgrade its information technology systems or if the Company is unable to convert to alternate systems in an efficient and timely manner, the Company’s operations may be disrupted or become less efficient.
Any disruptions to the Company’s information technology systems or breaches of the Company’s network security could interrupt its operations, compromise its reputation, expose it to litigation, government enforcement actions and costly response measures and could have a material adverse effect on the Company’s business, financial condition and results of operations.
Increases in the minimum wage could adversely affect the Company’s financial results.
The Company may be subject to product liability claims if people or property are harmed by the products the Company sells.
The Company may be named in litigation, which may result in substantial costs and reputational harm and divert management’s attention and resources.
The Company’s risk management policies and procedures may not be fully effective in achieving their purposes.
The Company could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.
Future resales of the shares of common stock of the Company issued to the stockholders and the investors in the PIPE Investment may cause the market price of the Company’s securities to drop significantly, even if the Company’s business is doing well.
Nasdaq may delist the Company’s securities on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.
The Company’s ability to request indemnification from the stockholders for damages arising out of the business combination are limited in certain instances to those claims where damages exceed $1.0 million and is limited to the cash and shares placed in escrow.
The Company’s outstanding convertible preferred stock, warrants and options may have an adverse effect on the market price of our common stock.
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
The conversion of the Series
A Preferred Stock into Company common stock may dilute the value for the other holders of Company common stock.
The holders of Series A Preferred Stock own a large portion of the voting power of the Company common stock and have the right to nominate two members to the Company’s board of directors. As a result, these holders may influence the composition of the board of directors of the Company and future actions taken by the board of directors of the Company.
The holders of the Series A Preferred Stock have certain rights that may not allow the Company to take certain actions.

: If you have questions or need assistance, please contact the Information Agent toll-free at 888-789-8409, by e-mail at shareholder@broadridge.com, or by mail at:

Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0718
For a more complete description of the Rights Offering, see “The Rights Offering” included elsewhere in this prospectus.
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Below are the names of and

PROSPECTUS SUMMARY
This summary highlights certain information regarding our current executive officersabout us, this Rights Offering and directors:

NameAgePosition
William P. Murnane55Chief Executive Officer and Chairman (Class C)
Maura Berney55Chief Financial Officer
Ronald Fleming59Vice President and National General Manager
Jerry Comstock64Director (Class B)
James F. Fredlake53Director (Class C)
Jordan Gnat45Director (Class A)
Bryan T. Rich, Jr.36Director (Class B)
Erika Serow44Director (Class A)
Christopher S. Shackelton37Director (Class C)
B. Luke Weil37Director (Class B)

William P. Murnanehas served as Chairmanselected information contained in this prospectus. This summary is not complete and does not contain all of the boardinformation that you should consider before deciding whether to invest in our Common Stock. For a more complete understanding of Lazydays since 2009. He joined the company as Chief Executive Officer in December 2016. From 2008 through 2016 Mr. Murnane, was a former principal and operating partner at Wayzata Investment Partners LLC, where he specialized in operational turn-arounds. From 2000 to 2007, Mr. Murnane was Chairman and Chief Executive Officer of Innovex, Inc., an international manufacturer of components used in high technology electronics. Before joining Innovex in 1995, Mr. Murnane was Chief Operating Officer at Boutwell Owens & Co. and Uniform Printing and Supply, two privately held printing companies based in Massachusetts. Mr. Murnane started his career with United Parcel Service where he held various engineering and management positions. Mr. Murnane received a BS in Engineering from New Jersey Institute of Technology, an MS in Operations Research from the University of Maryland, and an MBA from the Harvard Business School.

Maura Berneybrings over thirty years of experience in automotive retail financial management, accounting, acquisition integration, capital allocation, internal controls and reporting to Lazydays. Prior to joining Lazydays in June 2017, Ms. Berney was Vice President of Finance at AutoNation from 2003 through June 2017 where she oversaw the finance functions for a portfolio of dealerships with annual revenue of over $7 billion. In addition, Ms. Berney led AutoNation’s shared service center and finance training team. Prior to 2003, Ms. Berney held senior positions at Ford Retail Network and Perfection Equipment Company and worked at Price Waterhouse. Ms. Berney receivedthis Rights Offering, we encourage you to read and consider the more detailed information included or incorporated by reference in this prospectus, including risk factors, see “Risk Factors” beginning on page 17, and our most recent consolidated financial statements and related notes.

Overview
We were originally formed for the purpose of effecting a BA in accounting frombusiness combination with one or more businesses or entities. On March 15, 2018, the University of Oklahoma.

Ron Fleming, our Vice President, National General Manager, oversees all dealership operations. Mr. Fleming’s career includes over thirty-five years ininitial business combination was consummated. As a result, the RV industry. Mr. Fleming joined Lazydays in 2013 as the Vice President, General Manager of the Tampa dealership and was promoted to the Vice President, National General Manager in 2017. Prior to joining Lazydays, Mr. Fleming was the Director of Sales for Alliance Coach RV where he supervised all sales, F&I, and internet activity. Mr. Fleming owned and operated Travel Country RV Center from 1996 to 2011. Mr. Fleming started his career with Giant Recreation World in 1980 where he held various positions, including Executive Vice President, when he left in 1996. Mr. Fleming attended Valencia College in Orlando, FL.

Jerry Comstockwas elected a director in March 2018. Mr. Comstock brings over 35 years of experience as a professional executive in the restaurant, automotive, and retail industries. Mr. Comstock most recently served as Chief Operating Officer of Fridays Restaurants from January 2017 through September 2017. From 2005 until selling the company in December 2016, Mr. Comstock was the Managing Owner and Chief Executive Officer of Strategic Restaurant Acquisition Group, a 330 unit multi branded restaurant company. From 2002 until 2005, Mr. Comstock was Chief Executive Officer of Wherehouse Entertainment. From 1998 until 2002 Mr. Comstock was President and COO of Bennigan’s Restaurants. From 1996 until 1998, Mr. Comstock was a Senior Executive of AutoNation USA, one of the original six executives of that company. Mr. Comstock was a Senior Executive at Blockbuster Entertainment from 1991 until 1996. He started his career in 1977 with National Convenience Stores, becoming a Senior Executive in 1985. Mr. Comstock currently sits on the Board of Directors of Actio Analytics. Previously he has served on the Boards of AMF/Bowlmor and Eddie Bauer, and as Chairman of the Board of Wherehouse Entertainment. Mr. Comstock received a B.B.A. degree from the University of Texas.

James J. Fredlakewas elected as a director in March 2018 and had served on the board of directorsbusiness of Lazy Days’ R.V. Center, Inc. since 2010. Mr. Fredlake retired as Chief Executive Officer of Anchor Glass Container Corp in early 2017 after more than eight years as Chief Executive Officer(“Lazydays RV”) and three years as Chief Financial Officer. Mr. Fredlake’s background includes ten years with Alcoa after starting his professional career in public accounting. Mr. Fredlake also serves asits subsidiaries became the Company’s business. Accordingly, we are now a board member for the Academy Prep Center of Tampa. Mr. Fredlake received a BS in accounting from Arizona State University.

Jordan Gnatholding company operating through our direct and indirect subsidiaries.

Company History
Andina Acquisition Corp. II (“Andina”) was elected as a director in March 2018. Mr. Gnat serves as Senior Vice President Strategic Business Development for Scientific Games. Prior to joining Scientific Games in 2011, Mr. Gnat was Founder, President and Chief Executive Officer of Boardwalk Gaming and Entertainment from 2004 to 2011 which grew to become the largest charitable gaming operator in Canada. Mr. Gnat also served as Executive Vice-President of Kilmer Van Nostrand Company Limited from 2002 to 2011, and President and Chief Executive Officer of Midnorthern Group from 1994 to 2002 which grew to be the largest integrated major appliance wholesaler/retailer in Canada. Mr. Gnat is involved in several volunteer and philanthropic organizations. He is currently a member of the Board of Directors of the Hospital for Sick Children Foundation in Toronto, a member of the Board of Trustees for the Jewish Foundation of Toronto and a member of the Board of Governors of Mt Sinai Hospital in Toronto. Mr. Gnat received a bachelor’s degree in Political Science from the University of Western Ontario.

Bryan T. Rich, Jr.was elected as a director in March 2018 and had been a member of Lazydays R.V. Center Inc.’s board of directors since 2016 and servedformed as an observer on such board since 2011. Mr. Rich is currently a Principal at Wayzata Investment Partners LLC. Prior to joining Wayzata in 2009, Mr. Rich was an Equity Analyst for Skystone Capital Management. Prior thereto, Mr. Rich was a Private Equity Analyst at H.I.G. Capital and an Investment Banking Analystexempted company incorporated in the Leveraged Finance group at Wachovia Securities. Mr. Rich currently servesCayman Islands on the boards of Elyria Foundry Holdings LLC and Super Service Holdings, LLC. Mr. Rich received a B.A. in Economics from Vanderbilt University.

Erika Serowwas appointed to the Board in March 2018 subsequent to the Merger Transaction. Ms. Serow brings over 20 years of retail experience as an executive in the consulting and retail industries. Ms. Serow most recently served as Global President and U.S. CEO of Sweaty Betty, a UK-based women’s activewear company. Previously, Ms. Serow was Partner and Director at Bain and Company, Inc. and Head of Bain’s Americas Retail Practice. Ms. Serow held various executive positions during her 20 years at Bain and Company. Ms. Serow received an M.B.A. from Stanford University Graduate School of Business and a B.A. from Duke University.

Christopher S. Shackeltonwas elected to the Board in March 2018. Mr. Schackelton is co-founder and managing partner of Coliseum Capital Management, a private investment company founded in 2005 that invests with a long-term orientation in undervalued companies. Coliseum focuses its capital and effort behind strong management teams and boards, with a willingness to work alongside companies to facilitate further value creation. Affiliates of Coliseum are investors in the PIPE Investment. Mr. Shackelton has significant public company investment and directorship experience. Mr. Shackelton has served as Chairman of Providence Service Corp., a Nasdaq-listed healthcare company, since 2012. In addition to working closely with a number of private companies, he is presently also a director on the public boards of BioScrip (since 2015) and Universal Technical Institute (since 2016). Previously, he served as Chairman of Rural/Metro Corp, an emergency ambulance company, from 2010 to 2011, as well as on the board of directors of LHC Group (2012 to 2017), Advanced Emissions Solutions (2014 to 2016) and Interstate Hotels (2009 to 2010). Prior to Coliseum, he worked at Watershed Asset Management and Morgan Stanley & Co. He is actively involved in multiple charitable organizations, including as Chairman of The Connecticut Open. Mr. Shackelton received a bachelor’s degree in Economics from Yale College.

B. Luke Weilwas elected to the Board in March 2018. Mr. Weil served as Andina’s Chief Executive Officer from its inception until AugustJuly 1, 2015 has served as a member of its Board of Directors since its inception and has served as Non-Executive Chairman of the Board since February 2016. In October 2014, he founded the Long Island Marine Purification Initiative, a non-profit foundation established to improve the water quality on Long Island, New York, and has served as its Chairman since such time. In November 2012, he also co-founded Rios Nete, a clinic in the upper amazon region of Peru. From 2008 to 2013, Mr. Weil was Vice President, International Business Development — Latin America for Scientific Games Corporation, a supplier of technology-based products, systems and services to gaming markets worldwide. From January 2013 until its merger in December 2013, Mr. Weil served as Chief Executive Officer of Andina 1 and previously served as a member of its board from September 2011 until March 2012. From January 2004 to January 2006, Mr. Weil served as an associate of Business Strategies & Insight, a public affairs and business consulting firm. In January 2007, Mr. Weil pleaded guilty to two counts of misdemeanor assault in connection with physical altercations that took place in 2004 and 2006. From June 2002 to December 2004, Mr. Weil served as an analyst at Bear Stearns. Mr. Weil received a B.A. from Brown University and an M.B.A. from Columbia Business School.

Code of Ethics

In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, the Board has adopted a Code of Business Conduct (“Code of Conduct”), which is applicable to all directors, officers and employees. A copy of the Code of Conduct is available on our corporate website at www.lazydays.com. You also may obtain a printed copy of the Code of Conduct by sending a written request to: Investor Relations, Lazydays Holdings, Inc., 6130 Lazy Days Boulevard, Seffner, Florida 33584.

Board of Directors

The business and affairs of the Company are managed by or under the direction of the Board. The Board is currently composed of eight directors divided into three classes, Class A, Class B and Class C. Class A directors serve until the 2019 annual meeting of stockholders or until such time as their successors have been duly elected, Class B directors serve until the 2020 annual meeting of stockholders or until such time as their successors have been duly elected and Class C directors serve until the 2021 annual meeting of stockholders or until such time as their successors have been duly elected. Pursuant to our bylaws, the Board may establish one or more committees of the Board, however designated, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

The Board intends to have regularly scheduled meetings and at such meetings our independent directors will meet in executive session.

We encourage all of our directors to attend our annual meeting of stockholders.

Board Committees

Pursuant to our bylaws, the Board may establish one or more committees of the Board, however designated, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

Our Board has established three separately designated standing committees to assist the Board in discharging its responsibilities: the Audit Committee, the Compensation Committee, and the Nominating Committee. The charters for our Board committees set forth the scope of the responsibilities of that committee. The Board will assess the effectiveness and contribution of each committee on an annual basis. The charters for our Board committees were adopted by the Board in March 2018. These charters are available atwww.lazydays.com, and you may obtain a printed copy of any of these charters by sending a written request to: Investor Relations, Lazydays Holdings, Inc., 6130 Lazy Days Boulevard, Seffner, Florida 33584.

Audit Committee. The members of this committee are Messrs. Fredlake (Chair), Comstock and Rich. The Board has determined that Mr. Fredlake is an “audit committee financial expert”, as defined in Item 407 of Regulation S-K, and is the Chairman of the Audit Committee.

The primary function of the Audit Committee is to assist the Board in fulfilling its responsibilities by overseeing our accounting and financial processes and the audits of our financial statements. The independent auditor is ultimately accountable to the Audit Committee, as representatives of the stockholders. The Audit Committee has the ultimate authority and direct responsibility for the selection, appointment, compensation, retention and oversight of the work of the Company’s independent auditor that is engaged for the purpose of preparingentering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or issuingother similar business combination with one or more target businesses.

From the consummation of the initial public offering of Andina until October 27, 2017, Andina was searching for a suitable target business to acquire. On October 27, 2017, a merger agreement was entered into by and among Andina, Andina II Holdco Corp., a Delaware corporation and wholly owned subsidiary of Andina (“Holdco”), Andina II Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), Lazydays RV and solely for certain purposes set forth in the merger agreement, A. Lorne Weil (the “Merger Agreement”). The Merger Agreement provided for a business combination transaction by means of: (i) the merger of Andina with and into Holdco, with Holdco surviving and becoming a new public company (the “Redomestication Merger”); and (ii) the merger of Lazydays RV with and into Merger Sub with Lazydays RV surviving and becoming a direct wholly owned subsidiary of Holdco (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”). On March 15, 2018, we held an audit report or performingextraordinary general meeting of the shareholders, at which the Andina shareholders approved the Mergers and other audit, review or attestrelated proposals. On the same date, the Mergers were closed. In connection with the Mergers, the business of Lazydays RV and its subsidiaries became the business of Holdco. As a result of the Mergers, the Company’s stockholders and the shareholders of Andina became stockholders of Holdco and the Company changed the name of Holdco to “Lazydays Holdings, Inc.”
Our Business
We operate RV 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. During the Company (includingsecond quarter of 2023, we closed the resolutioncampground facilities at our Tampa, Florida location.
Based on industry research and management’s estimates, we believe we operate the world’s largest RV dealership, measured in terms of disagreements betweenon-site inventory, located on approximately 126 acres outside Tampa, Florida. We also have dealerships located at The Villages, Florida; Tucson and Phoenix, Arizona; two near Minneapolis, Minnesota; Knoxville, Nashville and Maryville, Tennessee; Loveland and Denver, Colorado; Elkhart and Burns Harbor, Indiana; Portland, Oregon; Vancouver, Washington; Milwaukee, Wisconsin; Tulsa, Oklahoma, Houston, Texas and Las Vegas, Nevada.
Lazydays offers one of the largest selections of leading RV brands in the nation, featuring more than 4,000 new and pre-owned RVs. We have more than 575 service bays, and each location has an RV parts and accessories store. We employ approximately 1,500 people at our twenty 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 in key RV markets. Based on information collected by us from
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reports prepared by Statistical Surveys, these RV markets (Florida, Colorado, Arizona, Minnesota, Tennessee, Indiana, Oregon, Washington, Wisconsin, Oklahoma, Texas and Nevada) account for a significant portion of new RV units sold on an annual basis in the U.S. Our dealerships in these key markets 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 leverage customer relationship management tools and analytics to actively engage, market and sell our products and services.
Our principal executive offices are located at 4042 Park Oaks Boulevard, Suite 350, Tampa, Florida 33610 and our telephone number is (813) 246-4999. Our Internet website is www.lazydays.com. Our reports filed or furnished pursuant to Sections 13(a) and 15(d) of the independent auditors regarding financial reporting)Securities Exchange Act of 1934, as amended (the “Exchange Act”), andare available, free of charge, under the independent auditor must report directlyInvestor Relations – Finance Information tab of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Audit Committee.SEC. The Audit CommitteeSEC also maintains an Internet website located at www.sec.gov that contains the information we file or furnish electronically with the SEC. The information on our website is responsible for the review of proposed transactions between the Companynot incorporated by reference in this prospectus, and related parties. For a complete description of the Audit Committee’s responsibilities, you should refernot consider it a part of this prospectus.
Growth Through Acquisitions and Greenfields
The RV dealership industry is highly fragmented with primarily independent owners. We target increasing our physical number of stores through acquisitions to the Audit Committee Charter.

Compensation Committee. The members of the Compensation Committee are Messrs. Shackelton (Chair)strategically grow our presence and Gnat and Ms. Serow. The Compensation Committee was establishedcreate density in our network to among other things, administer and approve all elements of compensation and awardsprovide convenience for our executive officers. The Compensation Committee hascustomers across the responsibilitycountry. Our value-based acquisition strategy targets relatively higher revenue stores with strong brands in desirable markets. As we integrate these stores into our network, we focus on increasing profitability through gaining market share, elevating the customer experience and leveraging our cost structure.

We target acquisitions that are accretive to reviewour adjusted EBITDA at inception and approve the business goalsthat are expected to achieve an average annual 20% after-tax return on equity. To date in 2023, we have acquired businesses with approximately $95 million of estimated annualized revenue and objectives relevantapproximately $6 million in estimated annualized adjusted EBTIDA, based upon 2022 fiscal year financial results, reflecting an estimated 4.0x valuation multiple before synergies. At steady state, we anticipate these acquisitions to each executive officer’s compensation, evaluate individual performancegenerate approximately $130 million of each executive in lightestimated annualized revenue and approximately $9 million of those goalsestimated annualized EBITDA.
Currently, we are party to signed purchase agreements or non-binding letters of intent to acquire locations with approximately $600 million of estimated annualized revenues and objectives, and determine and approve each executive’s compensation based on this evaluation. For a complete descriptionapproximately $35 million of the Compensation Committee’s responsibilities, you should referestimated annualized adjusted EBITDA at steady state.
In addition to the Compensation Committee Charter.

Nominating Committee. The members of the Nominating Committee are Messrs. Comstock (Chair) and Rich and Shackelton. The Nominating Committee is responsible for identifying individuals qualified to become members of the Board or any committee thereof; recommending nominees for election as directors at each annual stockholder meeting; recommending candidates to fill any vacancies on the Board or any committee thereof; and overseeing the evaluation of the Board. For a complete description of the Nominating Committee’s responsibilities, you should refer to the Nominating Committee Charter.

The Nominating Committeeacquisitions, we will, consider all qualified director candidates identified by various sources, including members of the Board, management and stockholders. Candidates for directors recommended by stockholders will be given the same consideration as those identified from other sources. The Nominating Committee is responsible for reviewing each candidate’s biographical information, meeting with each candidate and assessing each candidate’s independence, skills and expertise based on a number of factors. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural background and professional expertise, among other factors.

Board Leadership

The Board has no policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer and instead the Board remains free to make this determination from time to time, open greenfield sites de novo in new or existing markets. We opened our Council Bluffs, Iowa and Wilmington, Ohio locations earlier this year and we remain on track to open Fort Pierce, Florida in October and Surprise, Arizona later in the fourth quarter of this year.

Leveraging Our Scale and Cost Structure to Create Operational Efficiencies
As we grow, we are positioned to leverage our scale to improve operating margins. We have centralized many administrative functions to drive efficiencies and streamline store-level operations. The reduction of administrative functions at our stores allows our local teams to focus on customer-facing opportunities to increase revenues and gross profit. Our stores also receive supply chain management support, ensuring optimal levels of new and used RV inventory; and finance and insurance product and training support to provide a mannerfull array of offerings to our customers.
Recent Developments
Business Expansion Developments
As previously announced, as part of our strategic expansion we recently announced that seems most appropriatewe completed the acquisition of Century RV in Longmont, Colorado. This acquisition is expected to strengthen our presence in Denver, making us the premier choice for RVers in Colorado. In addition, in July 2023 we completed the Company.acquisition of Buddy Gregg RVs & Motor Homes in Knoxville, Tennessee. Earlier this year, we acquired a dealership Findlay RV in Las Vegas, Nevada. The positions of Chairmandealership is strategically located bordering 4 of the Boardtop 15 RV market states, and Chief Executive Officer are currentlycomplements our existing operations in Arizona.
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In July, we completed mortgages on our Murfreesboro, Tennessee store and on our Knoxville property purchased with the Buddy Gregg acquisition. These mortgages generated net proceeds of $30.6 million.
In September, we entered into asset purchase agreements with two different dealerships. Primary assets to be acquired include new and used vehicle inventories, parts inventory, furniture, fixtures and equipment, and real estate.
Acquisitions during the year fiscal year 2023 did not individually meet the significance test thresholds under Rule 3-05 of Regulation S-X that would have required the inclusion of historical financial statements. However, on a combined basis such acquisitions aggregated more than 50% significance on a combined basis, which would have required pro forma presentation, as described in Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” See “Unaudited pro forma condensed combined financial information.”
Anti-Dilution Waivers
The Series A Preferred Stock and the Warrants may be subject to anti-dilution adjustments in connection with certain events, including the Rights Offering. The holders of the Series A Preferred Stock have fully waived these anti-dilution adjustments in connection with the Rights Offering. The holders of the Warrants have partially waived these anti-dilution adjustments agreeing to accept an adjustment that increases number of shares issuable upon exercise equal to one-half of the number of shares of our Common Stock that would result from the adjustment in the absence of the waiver. These holders have also agreed to exercise all of the Warrants (giving effect to the foregoing one-half adjustment) held by William P. Murnane. The Board believesthem upon consummation of the Chief Executive OfficerRights Offering. Holders of the Warrants represent 100% of all Warrant holders. Consequently, once the Rights Offering is completed, there will be no outstanding Warrants. For illustrative purposes, if the Rights in this Rights Offering are fully exercised, we anticipate an adjustment to the exercise price of the Warrants resulting in the best position to direct the independent directors’ attention on the issuesissuance of greatest importance to the Company and its stockholders. As a result, the Company does not have a lead independent director. Our overall corporate governance policies and practices combined with the strength467,761 additional shares of our independent directors and our internal controls minimize any potential conflicts that may result from combining the roles of Chairman and Chief Executive Officer.

Board Oversight of Enterprise Risk

The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through the committees of the Board identified above but the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related to liquidity, credit, operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Director Independence

We are subject to NASDAQ’s listing requirements regarding the requirement that a majority of the board of directors be “independent.” Our board of directors has determined that all of our directors, other than Messrs. Murnane and Weil, qualify as “independent” directorsCommon Stock upon exercise, in accordance with the listing requirementsanti-dilution provision. Therefore, if the Rights in this Rights Offering are fully exercised, the expected total number of NASDAQ. The NASDAQ independence definition includes a seriesshares of objective tests regarding a director’s independence and requires thatCommon Stock to be issued upon the Board make an affirmative determination that a director has no relationship with the Company that would interfere with such director’s exercise of independent judgment in carrying out the responsibilitiesWarrants, after accounting for the foregoing anti-dilution adjustment, will be 30,114,585 shares of a director. There are no family relationships among anyCommon Stock. The holders of our directors or executive officers.

EXECUTIVE COMPENSATION

Andina Executive Officer and Director Compensation

Andina was an “emerging growth company,” as defined in the JOBS Act andWarrants have agreed to exercise all the following is intended to comply with the scaled disclosure requirements applicable to emerging growth companies. No executive officer or director of Andina received any compensation for services rendered to Andina. No fees of any kind, including finders, consulting or other similar fees, were paid to any of Andina’s shareholders, including its officers and directors, or any of their respective affiliates, prior to, or for any services they rendered in order to effectuate, theWarrants held by them upon consummation of the Mergers. AndinaRights Offering.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
We prepared the following unaudited pro forma condensed combined financial statements by applying certain pro forma adjustments to the historical consolidated financial statements of Lazydays Holdings, Inc. The pro forma adjustments give effect to the following transactions (the “Transactions”):

Our acquisition on February 15, 2023 of Hohl-Findlay, LLC (“Findlay”);

Our acquisition on July 24, 2023 of Buddy Gregg Motor Homes, LLC (“Buddy Gregg”);

Our acquisition on August 7, 2023 of Century RV, Inc. (“Century”);

Two planned acquisitions.
We determined that the Transactions during the year fiscal year 2023 did not grant any stock options, stock appreciation rights, or any other equity or equity-based awardsindividually meet the significance test thresholds under long-term incentive plans to anyRule 3-05 that would have required the inclusion of its executive officers or directors.

No compensation of any kind, including finders, consulting or other similar fees, was paid to any of Andina’s sponsors, officers and directors, or any of their respective affiliates, prior to, or for any services they rendered in order to effectuate, the consummation of a business combination.historical financial statements. However, such individuals were and will be reimbursed for any out-of-pocket expenses incurred in connection with activitiesacquisitions aggregated more than 50% significance on Andina’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses.

Lazydays Executive Officer and Director Compensation

The following sections provide compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies”a combined basis under the rulesinvestment test, which would have required pro forma presentation, as described in Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” As a result, we did not include in this Prospectus financial statements of the SEC.

Overview

Lazydays’ “Named Executive Officers”acquired entities.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 20172022 and for the six months ended June 30, 2023 gives effect to the Transactions as if each of them had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet as of June 30, 2023 gives effect to each of our acquisitions completed, planned acquisitions after the reporting date that are “probable,” additional borrowings under our Floor plan arrangement and long-term mortgages obtained on acquired real estate, as if each of them had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet as of June 30, 2023 does not give effect to the potential raise of the proceeds in this Prospectus.
We have based the pro forma adjustments upon available information and certain assumptions that we believe are reasonable under the circumstances. We describe in greater detail the assumptions underlying the pro forma combined financial statements in the notes to the unaudited pro forma combined financial statements. In many cases, we based these assumptions on preliminary information and estimates. The actual adjustments to our pro forma combined financial statements will depend upon a number of factors and additional information that will be available on or after the closing date of this offering. Accordingly, the actual adjustments that will appear in our financial statements will differ from these pro forma adjustments, and those differences may be material.
We will account for each of the acquisitions in the Transactions using the acquisition method of accounting for business combinations under GAAP. Under the acquisition method of accounting, the total consideration paid is allocated to an acquired company's tangible and intangible assets, and liabilities, based on their estimated fair values as of the acquisition date. As of the date of this prospectus, we have not completed the valuation studies necessary to finalize the acquisition date fair values of the assets acquired and liabilities assumed and the related allocation of purchase price for the Transactions. Accordingly, the values of the assets and liabilities set forth in these unaudited pro forma condensed combined financial statements for these businesses are preliminary. Once we complete our final valuation processes, for both our consummated and planned acquisitions, we may report changes to the value of the assets acquired and liabilities assumed, as well as the amount of goodwill, and those changes could differ materially from what we present here.
We provide these unaudited pro forma condensed combined financial statements for informational purposes only. These unaudited pro forma condensed combined financial statements do not purport to represent what our results of operations or financial condition would have been had the Transactions actually occurred on the assumed dates, nor do they purport to project our results of operations or financial condition for any future period or future date. Additionally, some transactions appear in our unaudited pro forma condensed combined financial statements due to their “probable” status under Rule 3-05. However, these “probable” Transactions depend on meeting certain closing conditions. If any of these conditions are not fulfilled, we might not proceed with the applicable Transaction. You should read these unaudited pro forma condensed combined financial statements in conjunction with “Use of Proceeds,” “Capitalization,” and “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements, including the related notes thereto, appearing elsewhere in, or incorporated into, this prospectus.
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Lazydays Holdings, Inc
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2016, include William Murnane, the Chief Executive Officer, Timothy Sheehan, the former Chief Executive Officer, Maura Berney, the Chief Financial Officer, Randall Lay, the former Chief Financial Officer, and Ronald Fleming, Vice President and National General Manager.2022
 
Lazydays
Holdings, Inc.(1)
Completed(2)
Planned
Acquisitions(2)
Pro Forma
Adjustments
 
Pro Forma
Combined
 
Findlay
Buddy Gregg
Century
Total
Revenues
 
 
 
 
 
 
 
 
 
New vehicle retail
777,807
11,247
23,355
25,587
60,189
21,799
 
859,796
Pre-owned vehicle retail
394,582
6,082
8,828
6,519
21,429
8,564
 
424,574
Vehicle wholesale
21,266
8
8
 
21,274
Finance and insurance
75,482
716
2,059
2,809
5,584
907
 
81,973
Service, body, parts and other
57,824
2,036
3,990
1,583
7,609
4,376
 
69,809
Total Revenue
1,326,961
20,081
38,241
36,498
94,819
35,646
 
1,457,427
 
 
 
 
 
 
 
 
 
 
Cost applicable to revenues (excluding depreciation, and amortization as shown below)
 
 
 
 
 
 
 
 
 
New vehicle retail
632,316
9,637
19,757
21,718
51,112
17,025
 
700,453
Pre-owned vehicle retail
301,565
4,987
6,725
4,699
16,410
6,221
 
324,196
Vehicle wholesale
21,620
 
 
21,620
Finance and insurance
2,729
 
2,729
Service, body, parts and other
27,657
963
1,640
1,095
3,698
2,196
 
33,552
LIFO
12,383
 
12,383
Total cost applicable to revenue
998,270
15,587
28,122
27,512
71,220
25,442
 
1,094,932
Gross profit
328,691
4,494
10,119
8,986
23,599
10,205
 
362,495
Depreciation and amortization
16,758
18
150
47
215
375
(3)
17,348
Selling, general and administrative expenses
222,218
4,029
6,105
5,973
16,107
7,071
(1,936)
(4)
243,460
Income from operations
89,715
447
3,864
2,966
7,276
3,133
1,561
 
101,686
Other income (expense)
 
 
 
 
 
 
 
 
 
Floorplan interest expense
(8,596)
(86)
(692)
(205)
(983)
(202)
(1,454)
(5)
(11,236)
Other interest expense
(7,996)
0
(0)
(1)
(1)
(25)
(2,884)
(6)
(10,906)
Interest income
98
 
98
Change in fair value of warrant liabilities
12,453
 
12,453
Total other (expense) income, net
(4,139)
(86)
(692)
(207)
(984)
(129)
(4,338)
 
(9,590)
Income before income tax expense
85,576
361
3,172
2,759
6,292
3,004
(2,777)
 
92,096
Income tax expense
(19,183)
(81)
(711)
(618)
(1,410)
(673)
622
(7)
(20,644)
Net income
66,393
280
2,461
2,141
4,882
2,331
(2,154)
 
71,451
Dividends on Series A Convertible Preferred Stock
(4,801)
 
(4,801)
Net income and comprehensive income attributable to common stock and participating securities
61,592
280
2,461
2,141
4,882
2,331
(2,154)
 
66,650
EPS:
 
 
 
 
 
 
 
 
 
Basic
$3.47
 
 
 
 
 
 
 
$3.76
Diluted
$2.42
 
 
 
 
 
 
 
$2.68
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
 
 
Basic
11,701,302
 
 
 
 
 
 
 
11,701,302
Diluted
12,797,796
 
 
 
 
 
 
 
12,797,796
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Lazydays’ compensation policies and philosophies are designed to align compensation with business objectives and the creation

Notes:
Statement of stockholder value, while also enabling Lazydays to attract, motivate and retain individuals who contribute to Lazydays’ long-term success. Lazydays historically provides a portion of its executive officers’ compensation as long-term incentive compensationOperations Adjustments
(1)
Refers to the historical financial statements of Lazydays Holdings, Inc. appearing elsewhere in or incorporated into, this prospectus
(2)
Refers to the historical financial results of the Transactions prior to the respective acquisitions. Note each of the completed and planned acquisitions is individually insignificant under S-X Rule 3-05.
(3)
Adjustment to Depreciation and amortization of $375 thousand and $158 thousand for the year ended December 31, 2022 and six months ended June 30, 2023 represents the depreciation and amortization related to the step up in fair value of the acquired tangible and intangible assets.
(4)
Adjustment to Selling, general and administrative expense of $(1,936) thousand and $(809) thousand for the year ended December 31, 2022 and six months ended June 30, 2023 represents the reversal of rent expense for those Transactions where the real property has been or is anticipated to be acquired as a part of the acquisition. In addition, rent expense for Century RV has been adjusted to reflect a lease agreement entered into as a part of the transaction.
(5)
Adjustment to floor plan interest expense of $1,454 thousand and $2,693 thousand for the year ended December 31, 2022 and six months ended June 30, 2023 represents interest expense related to the $40 million decrease to our floor plan offset account. The adjustments are based upon variable interest rates. Our floor plan facility accrues interest at 30-day SOFR plus a margin ranging from 2% to 2.15% depending upon our leverage ratio. The adjustments have been calculated at 3.64% and 6.73%, respectively, using average SOFR throughout the period. The effect of 1/8 percent variance in the variable interest rates for the floor plan liability would change interest expense, net by approximately $50 thousand and $25 thousand for the year ended December 31, 2022 and six months ended June 30, 2023, respectively.
(6)
Adjustment to other interest expense of $2,884 thousand and $1,232 thousand for the year ended December 31, 2022 and six months ended June 30, 2023 represents the interest expense for mortgages obtained or planned to be obtained on the acquired real property for the Buddy Gregg acquisition and both planned acquisitions as well as the mortgage obtained on our Murfreesboro location during July 2023. The adjustments are based on the fixed interests rates of 6.85% -7.1% on the mortgages obtained or estimated rates at the date the mortgage is expected to be obtained.
(7)
Adjustment represents the income tax effect of the financial information of the Transactions and pro forma adjustments. For pro forma purposes, a blended federal and statutory rate of 22.4% and 26.2% for the year ended December 31, 2022 and six months ended June 30, 2023 has been assumed for pro forma adjustments.
Balance Sheet Adjustments
The adjustments included in the formunaudited pro forma condensed combined balance sheet as of equity awardsJune 30, 2023 are as follows:
(1)
Refers to the historical financial statements of Lazydays Holdings, Inc. appearing elsewhere in or incorporated into, this prospectus
(2)
Represents the preliminary purchase price allocation for the Buddy Gregg and Century RV acquisitions completed subsequent to June 30, 2023 and the two planned acquisitions not yet completed. The adjustments consider cash consideration for the acquisition, and preliminary estimated fair value of inventories acquired, ROU asset and lease liabilities obtained, real and tangible property acquired, goodwill and floor plan arrangements entered into at the time of acquisition to add the acquired inventory to the Company’s existing floor plan. For each immaterial acquisition, we did not acquire the historical working capital balances and thus no adjustments have been made to reflect the impact of such amounts.
(3)
Represents the cash proceeds and corresponding increase to the Company’s existing floor plan facility for a decrease in the floorplan offset account of $40 million and increased floorplan borrowings obtained for acquired inventory and mortgage liabilities on the acquired real property to consummate the Transactions.
Non-GAAP Reconciliation for year ended December 31, 2022
We define adjusted EBITDA as net income or performance based cash compensationloss before interest income and expense, income taxes, depreciation and amortization, and other non-operating items from our statements of operations as well as linkingcertain other items considered outside the normal course of our operations specifically described below. Adjusted EBITDA is not a presentation made in accordance with GAAP. Our definition of adjusted EBITDA may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income/(loss), cash flows from operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or liquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
We use adjusted EBITDA to measure the performance of Findlay, Buddy Gregg and Century for the period ending December 31, 2022. In addition to adjusted EBITDA being a significant portionmeasure of annual cash compensationperformance for management purposes, we also believe that this presentation provides useful information to investors regarding financial and business trends related to these completed acquisitions and that when non-GAAP financial information is viewed with GAAP financial information, investors are provided with a more meaningful understanding of the ongoing operating performance objectives.of these completed acquisitions.
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The compensationbelow table presents a reconciliation from net loss to EBITDA and adjusted EBITDA for the year ended December 31, 2022 for Findlay, Buddy Gregg and Century:
 
Year ended December 31, 2022(1)
 
Findlay
Buddy Gregg
Century
Total
Net income and comprehensive income attributable to common stock and participating securities
280
2,461
2,141
4,882
Floor plan interest expense
86
692
205
983
Other interest expense
1
1
Income tax expense
81
711
618
1,410
Depreciation and amortization
18
150
47
215
EBITDA
465
4,014
3,013
7,492
Floor plan interest
(86)
(692)
(205)
(983)
Adjusted EBITDA
379
3,322
2,807
6,509
(1)
Refers to the historical financial results prior to the respective acquisitions. Note each of the completed acquisitions is individually insignificant under S-X Rule 3-05.
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Lazydays Holdings, Inc
Unaudited Pro Forma Condensed Combined Balance Sheet
As of Lazydays’ Named Executive Officers has consistedJune 30, 2023
 
Lazydays
Holdings, Inc.(1)
Completed Acquisitions(2)
Planned
Acquisitions
Financing
Activity(3)
Pro Forma
Combined
 
Buddy Gregg
Century RV
Total
Assets
 
 
 
 
 
 
 
Current assets
Cash
24,173
(30,744)
(21,715)
(52,459)
(42,471)
106,292
35,535
Receivables, net of allowance for doubtful accounts of $476
$28,468
28,468
Inventories
389,832
8,647
9,632
18,279
10,461
 
418,571
Income tax receivable
6,673
6,673
Prepaid expenses and other
5,490
5,490
Total current assets
454,636
(22,097)
(12,083)
(34,180)
(32,010)
106,292
494,738
Property and equipment, net of accumulated depreciation of $40,412
$207,568
14,797
83
14,880
16,010
238,458
Operating lease right-of-use-assets
24,836
5,500
5,500
30,336
Goodwill and intangibles, net
167,127
7,300
12,000
19,300
16,000
202,427
Other assets
3,159
3,159
Total assets
857,326
5,500
5,500
(0)
106,292
969,118
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
Accounts payable
14,587
14,587
Accrued expenses and other current liabilities
30,595
30,595
Dividends payable
1,197
1,197
Income tax payable
67
67
Floor plan notes payable, net of debt discount
305,061
64,594
369,655
Financing liability, current portion
2,301
2,301
Long-term debt, current portion
400
400
Operating lease liability, current portion
5,073
1,020
1,020
6,093
Total current liabilities
359,281
1,020
1,020
64,594
424,895
 
 
 
 
 
 
 
 
Long-term liabilities
 
 
 
 
 
 
 
Financing liability, non-current portion, net of debt discount
90,090
90,090
Revolving line of credit
45,000
45,000
Long term debt, non-current portion, net of debt discount
312
41,698
42,010
Operating lease liability, non-current portion
20,701
4,480
4,480
25,181
Deferred income tax liability
15,389
15,389
Total liabilities
530,773
5,500
5,500
106,292
642,565
 
 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Series A convertible preferred stock; 600,000 shares designated, issued and outstanding; liquidation preference of $60,000
54,983
54,983
 
 
 
 
 
 
 
 
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Lazydays
Holdings, Inc.(1)
Completed Acquisitions(2)
Planned
Acquisitions
Financing
Activity(3)
Pro Forma
Combined
 
Buddy Gregg
Century RV
Total
Preferred stock, $0.0001 par value; 5,000,000 shares authorized
Common stock, $0.0001 par value; 100,000,000 shares authorized; 17,328,483 and 14,515,253 shares issued and 13,916,261 and 11,112,464 shares outstanding
Additional paid in capital
162,211
162,211
Treasury stock, at cost, 3,412,222 and 3,402,789 shares
(57,128)
(57,128)
Retained earnings
166,487
166,487
Total stockholders' equity
271,570
271,570
Total liabilities and stockholders' equity
857,326
5,500
5,500
106,292
969,118
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Lazydays Holdings, Inc
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2023
 
Lazydays
Holdings, Inc.(1)
Completed Acquisitions(2)
Planned
Acquisitions
Proforma
Adjustments
 
Pro Forma
Combined
 
Findlay
Buddy Gregg
Century
Total
Revenues
 
 
 
 
 
 
 
 
 
New vehicle retail
359,499
292
10,109
12,495
22,896
11,179
 
393,574
Pre-owned vehicle retail
175,766
3,597
2,964
6,561
4,501
 
186,828
Vehicle wholesale
3,424
77
77
 
3,501
Finance and insurance
34,623
18
920
1,377
2,315
713
 
37,651
Service, body, parts and other
30,724
172
2,068
790
3,030
2,835
 
36,588
Total Revenue
604,036
559
16,694
17,626
34,879
19,227
 
658,142
Cost applicable to revenues (excluding depreciation, and amortization as shown below)
 
 
 
 
 
 
 
 
 
New vehicle retail
311,475
247
9,732
10,854
20,834
10,370
 
342,679
Pre-owned vehicle retail
139,953
(2)
2,684
2,213
4,895
3,608
 
148,456
Vehicle wholesale
3,406
86
 
86
 
3,492
Finance and insurance
1,503
 
1,503
Service, body, parts and other
14,698
92
1,111
381
1,584
1,019
 
17,301
LIFO
1,387
 
1,387
Total cost applicable to revenue
472,422
423
13,528
13,448
27,399
14,998
 
514,819
Gross profit
131,614
136
3,166
4,178
7,480
4,229
 
143,324
Depreciation and amortization
8,862
2
88
89
158
(3)
9,109
Selling, general and administrative expenses
104,012
327
3,112
4,072
7,511
3,480
(809)
(4)
114,194
Income from operations
18,740
(193)
(33)
106
(120)
750
651
 
20,020
Other income (expense)
 
 
 
 
 
 
 
 
 
Floorplan interest expense
(11,366)
(415)
(128)
(543)
(508)
(2,693)
(5)
(15,111)
Other interest expense
(3,783)
(210)
(210)
(7)
(1,232)
(6)
(5,231)
Interest income
 
 
 
 
0
 
 
0
Change in fair value of warrant liabilities
856
 
856
Total other (expense) income, net
(14,293)
(625)
(128)
(753)
(515)
(3,925)
 
(19,486)
Income before income tax expense
4,447
(193)
(658)
(23)
(874)
235
(3,274)
 
534
Income tax expense
(1,163)
51
172
6
229
(61)
856
(7)
(140)
Net income
3,284
(143)
(486)
(17)
(645)
174
(2,418)
 
394
Dividends on Series A Convertible Preferred Stock
(2,380)
 
(2,380)
Net income and comprehensive income attributable to common stock and participating securities
904
(143)
(486)
(17)
(645)
174
(2,418)
 
(1,986)
 
 
 
 
 
 
 
 
 
 
EPS:
 
 
 
 
 
 
 
 
 
Basic
$0.05
 
 
 
 
 
 
 
$(0.15)
Diluted
$
 
 
 
 
 
 
 
$(0.15)
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
 
 
Basic
13,066,607
 
 
 
 
 
 
 
13,066,607
Diluted
13,188,135
 
 
 
 
 
 
 
13,188,135
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THE OFFERING
Rights
We will distribute to Holders of record of our Common Stock and Holders of our Warrants and Series A Preferred Stock (in the case of the Warrants and the Series A Preferred Stock, on an as-converted basis) as of 5:00 p.m., New York City time, on October 23, 2023, at no charge, one non-transferable Right to purchase 0.770 of a base salary,share of Common Stock at a subscription price of $6.399 per whole share. You will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned as of the Record Date.
Basic Subscription Right
Each Right will allow you to purchase 0.770 of a share of our Common Stock at a subscription price of $6.399 per whole share.
Rights may only be exercised in whole numbers. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share for purposes of determining the number of shares of our Common Stock for which you may subscribe, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering.
Over-Subscription Right
Each Rights holder who elects to exercise the Basic Subscription Right in full may also subscribe for additional shares at the same subscription price per share. If an annual cash incentiveinsufficient number of shares is available to fully satisfy the Over-Subscription Right requests, the available shares will be allocated pro rata, after eliminating all fractional shares, among Rights holders who exercised their Over-Subscription Right based on the number of shares each Rights holder subscribed for under the Basic Subscription Right. The Subscription Agent will return any excess payments, without interest or deduction, promptly after the expiration of the Rights Offering. Only Record Date Holders who exercise in full all Rights issued to them are entitled to exercise the Over-Subscription Right.
Conditions to the Rights Offering
Your right to exercise your Rights is subject to the conditions described under “The Rights Offering – Conditions to the Rights Offering.”
Subscription Price
$6.399 per share.
Record Date
October 23, 2023.
Expiration Date
The Rights will expire, if not exercised, at 5:00 p.m., New York City time, on November 14, 2023, unless extended by us, in our sole discretion. Any Rights not exercised at or before that time will expire without any payment to the holders of those unexercised Rights. Please note that if you
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hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and retirement, healthpayment for the new shares before 2: p.m., New York City time, on the expiration date. See “The Rights Offering – Procedures for DTC Participants.”
Purchase Indications
Christopher S. Shackelton, Chairman of our Board and welfare benefits.a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
Non-Transferability of Rights
The Rights may not be sold, transferred, assigned or given away to anyone, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such holders. The Rights will not be listed for trading on any stock exchange or market.
Extension, cancellation, and amendment
We may extend the period for exercising your Rights in our sole discretion. We may cancel or terminate the Rights Offering in our sole discretion at any time on or before the expiration of the Rights Offering for any reason (including, without limitation, a change in the market price of our Common Stock). In addition, Lazydaysthe event that the Rights Offering is cancelled or terminated, all funds received from subscriptions by Holders will be returned. Interest will not be payable on any returned funds. We also reserve the right to amend the terms of the Rights Offering.
Procedure for Exercising Rights
If you are the record holder of shares of our Common Stock, Warrants or Series A Preferred Stock, to exercise your Rights you must complete the Rights Certificate and deliver it to the Subscription Agent together with full payment for all the Rights you elect to exercise. The Subscription Agent must receive the proper forms and payments on or before 5:00 p.m. New York City time on the expiration date of the Rights Offering. You may deliver the documents by first class mail, express mail, courier or other expedited service and payments by wire transfer of immediately available funds or certified bank or cashier’s check drawn upon a United States bank payable to the Subscription Agent. If regular mail is used for this purpose, we recommend using registered mail, properly insured, with return receipt requested.
Once you have exercised the Basic Subscription Right and, if elected, the Over-Subscription Right, your exercise may not be revoked. You should not exercise your Rights unless you are certain that you wish to purchase Common Stock in the Rights Offering. See “Summary — Recent
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Developments” and “Risk Factors — Risks Related to the Rights Offering — There may be material developments regarding us during the subscription period. In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable.”
If you wish to exercise Rights, but you do not have sufficient time to deliver the Rights Certificate evidencing your Rights to the Subscription Agent on or before the time your Rights expire, you may exercise your Rights by exercising a Notice of Guaranteed Delivery (as described herein). See “The Rights Offering — Guaranteed Delivery Procedures.”
Rights not exercised prior to the expiration of the Rights Offering will lose their value.
How Rights Holders Can Exercise Rights Through Others
Please note that if you hold your securities in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.” If you are a beneficial owner of shares of our Common Stock, you should instruct your broker, custodian bank or nominee in accordance with the procedures described in the section of this prospectus titled “The Rights Offering — Beneficial Owners.”
How Non-U.S. Stockholders Can Exercise Rights
The Subscription Agent will not mail Rights Certificates to you if you are a stockholder whose address is outside the United States, and your Rights Certificates will be held by the Subscription Agent for your account until any instructions are received to exercise your Rights. If you are a Holder whose address is outside the United States, to exercise your Rights, you must notify the Subscription Agent on or prior to 11:00 a.m., New York City time, on November 6, 2023, which is five business days prior to the expiration date for the Rights Offering, unless extended by us, and, if we so request, must establish to our satisfaction that you are permitted to exercise your Rights under applicable law. Any questions related to exercising Rights should be directed to the Subscription Agent. If you do not follow these procedures prior to the expiration of the Rights Offering, your Rights will expire. We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights and any such determinations by us will be final and binding.
No Revocation
All exercises of Rights are irrevocable. No exercise may be revoked or changed and no refunds will be paid. A Holder should not exercise its Rights unless certain that the Holder wants to purchase shares of our Common Stock in the Rights Offering at the subscription price set forth herein.
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Material U.S. Federal Income Tax Consequences
Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right and the participation in this Rights Offering by holders of Series A Preferred Stock), we believe and intend to take the position that a U.S. Holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock (including all shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the Record Date) and should not be treated as a taxable distribution with respect to such holder’s Series A Preferred Stock and Warrants for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the Rights Offering is not binding on the IRS or the courts. The fair market value of the Rights would be taxable to U.S. Holders of our Common Stock as a dividend to the extent of the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have current and accumulated earnings and profits through the end of 2023. Further, if the Rights Offering is treated as a taxable distribution, the treatment of holders of Warrants is not clear, and it may differ from, and may be more adverse than, the treatment of the Rights distribution to the holders of Common Stock. For a more detailed discussion, including U.S. federal income tax considerations applicable to Non-U.S. Holders, see “Material U.S. Federal Income Tax Consequences.” You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.
Issuance of Our Common Stock
We will issue shares purchased in the Rights Offering as soon as practicable after the expiration of the Rights Offering. All shares that are purchased in the Rights Offering will be issued in uncertificated book-entry form, meaning that you will receive a direct registration account statement from our transfer agent reflecting ownership of these securities if you are a Holder of record. If you hold your shares in the name of a bank, broker, dealer or other nominee, DTC will credit your nominee with the securities you purchased in the Rights Offering.
Payment Adjustments
Any payment that is insufficient to purchase the number of shares of our Common Stock requested, or if the number of shares of Common Stock requested is not specified in the Rights Certificate, the Subscription Agent will have the right to reject and return your subscription for correction. The Subscription Agent will return any excess funds without interest or a deduction where the payment exceeds the amount necessary for the full exercise, including any Over-Subscription Right exercised.
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No Board Recommendation to Rights Holders
Neither the Company, the Special Committee nor our Board has, grantedor will, make any recommendation to Holders whether to exercise or let lapse their Rights in the Rights Offering. You should make an independent investment decision about whether to exercise or let lapse your Rights based on your own assessment of our business and the Rights Offering. Please see the section of this prospectus titled “Risk Factors” for a discussion of some of the risks involved in investing in our Common Stock.
Nasdaq Symbol for Our Common Stock
Our Common Stock is listed on Nasdaq under the symbol “LAZY.” On October 19, 2023, the last trading day before the date of this prospectus, the closing price of our Common Stock on Nasdaq was $8.22 per share.
Use of Proceeds
Assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $99.6 million, after deducting $449,760 of estimated offering expenses incurred by us relating to the Rights Offering. We expect to use such proceeds for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities. See “Use of Proceeds.”
Subscription Agent
Broadridge Corporate Issuer Solutions, LLC.
Information Agent
Broadridge Corporate Issuer Solutions, LLC.
Risk Factors
Exercising the Rights and investing in our Common Stock involves significant risks. We urge you to carefully read the section titled “Risk Factors” beginning on page 17 of this prospectus and the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by reference in the prospectus and this prospectus in its Named Executive Officers,entirety before you decide whether to exercise your Rights.
Important Dates to Remember
Set forth below are certain important dates for this Rights Offering, which are generally subject to extension:
Record Date: October 23, 2023.
Deadline for Delivery of Notice of Guaranteed Delivery: 5:00 p.m., New York City time, on November 14, 2023.
Deadline for Delivery of Rights, Rights Certificates, and payment: 5:00 p.m., New York City time, on November 14, 2023.
Expiration Date: 5:00 p.m., New York City time, on November 14, 2023.
Anticipated Delivery of Shares Purchased in Rights Offering: on or before November 21, 2023.
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Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”
For additional information concerning the Rights and our Common Stock, see “The Rights Offering” and “Description of Our Capital Stock” below.
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RISK FACTORS
Investing in our securities involves risks. Before making an investment decision, you should carefully consider the specific risks described below, the risks described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, which are incorporated herein by reference, as well as other members of its management team, long term incentive awardsrisk factors described under the caption “Risk Factors” included or incorporated by reference in the formprospectus, including our other filings with the SEC, before making an investment decision.
Any of options and/the risks we describe below or transaction bonuses. Pursuantin the information incorporated herein by reference could cause our business, financial condition or operating results to their employment agreements,suffer. The market price of our Common Stock could decline if one or more of these risks and uncertainties develop into actual events. You could lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. Some of the statements in this section of the prospectus are forward-looking statements. For more information, see the sections of this prospectus titled “Incorporation of Information by Reference” and “Special Note Regarding Forward-Looking Statements.”
Risks Related to Our Business
Our growth in existing or expansion into new, unfamiliar markets, whether through acquisitions or otherwise, presents risks that could materially affect profitability. Furthermore, our presentation of estimated annualized adjusted EBITDA for acquired businesses do not represent actual historical results for any period and may not be reflective of our future performance.
Our success will depend, in part, on our ability to make successful acquisitions and to integrate the operations of acquired retail locations, including centralizing certain functions to achieve cost savings and pursuing programs and processes that promote cooperation and the sharing of Lazydays’ Named Executive Officers are also eligibleopportunities and resources among our retail locations and consumer services and plans. We may not be able to receive certain paymentsachieve the estimated revenue, EBITDA or adjusted EBITDA contributions, the anticipated operating and cost synergies or long-term strategic benefits upon a termination of employment under certain circumstances.

Summary Compensation Table

The following table presents summary information regardingour acquisitions within the total compensation for the years ended December 31, 2017, 2016 and 2015 for the current and former Named Executive Officers.

Name and Principal Position Year  Salary ($)  Bonus ($) (7)  Option Awards ($)  

All Other Compensation

($) (5)

            Total ($) 
William P. Murnane (1)  2017   465,000   501,663    1,686,000(8)  80,167(2)(4)  2,732,830 
Chief Executive Officer and Chairman  2016   37,558         6,250(2)  43,808 
   2015                
                         
Timothy Sheehan  2017                
Former Chief Executive Officer  2016   403,333   245,050      271,958(3)(4)  920,341 
   2015   440,000   680,868      6,246(4)  1,127,114 
                         
Maura Berney (5)  2017   175,025   146,254    465,900   2,001(4)  789,180 
Chief Financial Officer  2016                
   2015                
Randall Lay (6)  2017   170,149         162,624(4)(6)  332,773 
Former Chief Financial Officer  2016   327,695   127,871      9,615(4)  465,181 
   2015   327,695   335,817      9,696(4)  673,118 
                         
Ronald Fleming  2017   268,077   207,678       3,727(4)  479,482 
Vice President and  2016   255,000   123,567      4,803(4)  383,370 
National General Manager  2015   210,000   132,869      4,865(4)  347,734 

(1)Mr. Murnane became Chief Executive Officer of Lazydays on December 1, 2016.
(2)Mr. Murnane serves as a member and chairman of the board of directors of Lazydays. The amounts set forth in this column represent amounts paid by Lazydays to Mr. Murnane in connection with his service as a member of the board once he became the Chief Executive Officer of Lazydays ($75,000 per a year, prorated for partial years).
(3)Mr. Sheehan resigned as Chief Executive Officer of Lazydays effective as of December 1, 2016. In connection with his resignation, Mr. Sheehan entered into a separation agreement with Lazydays pursuant to which he was paid, in exchange for a general release of claims, cash severance in an amount equal to $256,667 and a portion of his COBRA premiums for seven months following his termination of employment.
(4)The amount set forth in this column includes the amount of Company matching contributions to the Company’s 401(k) plan.
(5)Ms. Berney joined Lazydays on June 12, 2017.
(6)Mr. Lay resigned as Chief Financial Officer of Lazydays effective as of June 30, 2017. In connection with his resignation, Mr. Lay entered into a separation agreement with Lazydays. Pursuant to Mr. Lay’s separation agreement and in exchange for entering into a general release of claims, Mr. Lay received cash severance in an amount equal to twelve months of base salary, payment of an amount equal to his COBRA premiums for twelve months and reimbursement of up to $6,500 with respect to certain life insurance premiums. In addition, Mr. Lay’s separation agreement provides that he can receive a prorated performance bonus for the year of termination if the board of directors of Lazydays, in its discretion, determines that the performance targets and objectives for such year have been met. The board of directors of Lazydays has not yet determined the amount of any such bonus. The column includes $157,546 of cash severance.
(7)Bonuses for the 2017 year paid in March of 2018.
(8)The exercise price for Mr. Murnane’s option grant was modified shortly after grant to take into account a dividend to shareholders. That modification did not result in any incremental value over and above the grant date value.

Salaries and Annual Incentive Bonuses

Each of Lazydays’ Named Executive Officers receives a base salary to compensate them for services rendered to Lazydays. The base salary is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, position and responsibilities. In addition, Mr. Murnane receives a fee for servinganticipated timing or at all. For as long as the Chairman of Lazydays’ board of directors.

Each of Lazydays’ Named Executive Officers is also eligible to receive an annual cash bonusfirst year after a substantial acquisition and possibly longer, the benefits from the acquisition may be offset by the costs incurred in integrating the business and operations. The annualized EBITDA and adjusted EBITDA estimates presented in this prospectus are based on the performanceannualization of Lazydays (and its subsidiaries) and their individualprojected financial results from limited periods before our acquisition of those businesses. They also incorporate assumptions about future steady-state performance. ForThese do not reflect the annual bonus,actual historical results for any period of such acquisitions. In addition, the board of directors of Lazydays sets performance targets at the beginning of each fiscal year, which are communicated to Lazydays’ Named Executive Officers. Performance targetsestimates are based on certain internal, unaudited financial statements of the acquired entities. These unaudited statements haven't undergone our internal control procedures nor have they been reviewed by our external auditors. The periods selected for annualization may not be representative of performance over an extended period and may not take into account other future market conditions that may negatively affect those businesses. As such, the estimated long-term figures could significantly differ from the EBITDA or adjusted EBITDA these businesses might have generated if acquired at a combinationdifferent time. Such discrepancies could be material to our business and operations. We cannot assure that future performances will match these estimates, and deviations from those estimates could adversely affect our financial results and business operations. Thus, you should not place undue reliance on these estimates.

Since 2021, we have completed 8 acquisitions and opened 3 greenfield locations and have non-binding letters of metrics which generally include EBITDA, revenue and budget components. For Lazydays’ Named Executive Officers with employment agreements (as discussed further below),intent for other proposed acquisitions. Non-binding letters of intent do not commit either party to complete the Named Executive Officer’s target bonus is a percentage of base salary as set forth in such agreement.

Employment Agreement – William Murnane

Lazydays entered into an employment agreement with William Murnane when he was hired as Chief Executive Officer. Mr. Murnane also serves as Chairman of Lazydays’ board of directors for which he receives annual compensation of $75,000. The employment agreement provides for an initial base salary of $465,000,transaction. Acquisition negotiations are subject to annual discretionary increases. In addition, Mr. Murnane is eligiblea variety of factors, many of which are not within our control and thus we can provide no assurance that we will successfully negotiate acquisition agreements and consummate acquisitions proposed under our non-binding letters of intent. We intend to receive an annual cash bonus basedcontinue to expand in part by acquiring or building new retail or service locations in new markets. As a result of any future expansion, we may have less familiarity with local consumer preferences and could encounter difficulties in attracting customers due to a reduced level of consumer familiarity with the Company and our brands.

Other factors, many of which are beyond our control, may impact our ability to acquire or open retail locations successfully, whether in existing or new markets, and operate them profitably. These factors include (a) the ability to (i) identify suitable acquisition opportunities at purchase prices likely to provide returns required by our acquisition criteria, (ii) control expenses associated with sourcing, evaluating and negotiating acquisitions (including those that are not completed), (iii) accurately assess the profitability of potential acquisitions or new
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locations, (iv) secure required third party or governmental permits and approvals, (v) negotiate favorable lease agreements, (vi) hire and train skilled operating personnel, especially management personnel, (vii) provide a satisfactory product mix responsive to local market preferences where new retail locations are built or acquired, (viii) secure product lines, (ix) supply new retail locations with inventory in a timely manner; (b) the availability of construction materials and labor for new retail locations and the occurrence of significant construction delays or cost overruns; (c) competitors in the same geographic area and regional economic variants; (d) the absence of disagreements with potential acquisition targets that could lead to litigation; (e) successfully integrating the operations of acquired dealers with our own operations; (f) managing acquired dealers and stores profitably without substantial costs, delays, or other operational or financial problems; and (g) the ability of our information management systems to process increased information accurately and in a timely fashion. A negative outcome associated with any of these factors could have a material adverse effect on our business, financial condition and results of operations.
Once we decide on a new market and identify a suitable acquisition or location opportunity, any delays in acquiring or opening or developing new retail locations could impact our financial results. For example, delays in the acquisition process or construction delays caused by permitting or licensing issues, material shortages, labor issues, weather delays or other acts of God, discovery of contaminants, accidents, deaths or injuries, third parties attempting to impose unsatisfactory restrictions on the achievementCompany in connection with their approval of performance objectives. Mr. Murnane’s target bonus is 100%acquisitions, and other factors could delay planned openings or force us to abandon planned openings altogether.
As we grow, we will face the risk that our existing resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support our growth.
Finally, the size, timing, and integration of his base salary. Mr. Murnane is also eligibleany future new retail location openings or acquisitions may cause substantial fluctuations in our results of operations from quarter to quarter. Consequently, our results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to the Rights Offering
Holders of the Warrants and holders of the Series A Preferred Stock are entitled to participate in any employee benefit plans as maythe Rights Offering and, although such holders have waived certain anti-dilution adjustments in connection with the Rights Offering, there can be adopted by Lazydays from timeno assurance that they will do so in the future and such anti-dilution adjustments could cause dilution to time. Mr. Murnane’s employment agreement also provides that he is to be granted an option to acquire sharesour stockholders.
Holders of common stockthe Warrants and holders of Lazydays as soon as reasonably practicable after the effective date of his employment agreement for 5% of Lazydays’ outstanding common stock with such option vesting 25% after every twelve months of continuous service with accelerated vesting on a change in control, provided Mr. Murnane remains continuously employed by Lazydays from the date of grant through and including the applicable vesting date and/or change in control, as applicable.

If Mr. Murnane’s employment is terminated for any reason, he isSeries A Preferred Stock are entitled to receive any accrued benefits, including any earned but unpaid portionparticipate in the Rights Offering pursuant to the terms of his base salary, through the dateWarrants and the Securities Purchase Agreement for the Series A Preferred Stock, respectively. As such, these Holders are being offered the Rights in this Rights Offering on the same terms as holders of his termination, subject to withholdingour Common Stock. To the extent these Holders participate and other appropriate deductions. If Mr. Murnane resigns for good reason or is terminated without cause (each as defined in his employment agreement) then, inHolders do not participate, these Holders may increase their percentage of beneficial ownership of our Common Stock.

In addition to the accrued benefitsparticipation rights described above, the Series A Preferred Stock and provided he enters into a general releasethe Warrants may be subject to anti-dilution adjustments in connection with certain events, including the Rights Offering. The holders of claims, Lazydays will pay him severancethe Series A Preferred Stock have fully waived these anti-dilution adjustments in connection with the Rights Offering. The holders of the Warrants have partially waived these anti-dilution adjustments agreeing to accept an adjustment that increases number of shares issuable upon exercise equal to twenty-four monthsone-half of his base salary (reduced to eighteen months if he is terminated after June 30, 2018).

Mr. Murnane’s employment agreement also provides that he shall not divulge confidential information, shall not disparage Lazydays and shall not, during his employment and twelve months thereafter, compete with Lazydays or anythe number of its subsidiaries or solicit their customers or employees.

Offer Letter – Maura Berney

Lazydays entered into an offer letter with Ms. Berney when she was hired as Chief Financial Officer. The offer letter provides for an initial base salary of $325,000. In addition, Ms. Berney is eligible to receive an annual cash bonus based on the achievement of performance objectives. Ms. Berney’s target bonus is 75% of her base salary. Ms. Berney is also eligible to participate in any employee benefit plans as may be adopted by Lazydays from time to time. Ms. Berney’s agreement also provides that she is to be granted an option to acquire shares of common stock of Lazydays subject to approval by the Board of Directors of Lazydays, with the option vesting 25% after every twelve months of continuous service with accelerated vesting on a change in control, provided Ms. Berney remains continuously employed by Lazydaysour Common Stock that would result from the dateadjustment in the absence of grant through and including the applicable vesting date and/orwaiver. These holders have also agreed to exercise all of the change in control, as applicable. Ms. Berney was also provided with an $100,000 loan for moving expenses that is forgiven if Ms. Berney remains employedWarrants (giving effect to the foregoing one-half adjustment) held by Lazydays through certain dates. Such loan was forgiventhem upon consummation of the Mergers.

Ms. Berney’s offer letter provides that if sheRights Offering. Holders of the Warrants represent 100% of all Warrant holders. Consequently, once the Rights Offering is terminated without cause, shecompleted, there will subject to entering into a general release of claims, receive severance equal to twelve months of her base salary and that if such termination is following a change in control, she is also eligible to receive a prorated bonus,be no outstanding Warrants. For illustrative purposes, if the board of directors of Lazydays determines that the performance objectives have been met.

Outstanding Equity Awards at Fiscal Year End

The following table summarizes information concerning the outstanding equity awards, including unexercised options, as of December 31, 2017, for each of Lazydays’ Named Executive Officers:

Outstanding Equity Awards at December 31, 2017

Name and Principal Position Number of Securities Underlying Unexercised Options (#) Exercisable  Number of Securities Underlying Unexercised Options (#) Unexercisable  Option Exercise Price ($)  Option Expiration Date 
William P. Murnane  41,667   125,000(1)  21.77   1/30/2027 
Maura Berney      66,666(2)  26.00   6/12/2027 

(1)Mr. Murnane’s options vest 25% a year on the first, second, third and fourth anniversaries of December 2, 2016.
(2)Ms. Berney’s options vest 25% a year on the first, second, third and fourth anniversaries of June 12, 2017.

In connection with the hiring of certain members of Lazydays’ management team and other employees, including Mr. Murnane and Ms. Berney as Lazydays’ new Chief Executive Officer and Chief Financial Officer, respectively, Lazydays,Rights in 2017 granted optionsthis Rights Offering are fully exercised, we anticipate an adjustment to such new hires to purchase Company common stock. The option agreements provide that the options vest in full in connection with the consummation of a change in control (as defined in the underlying agreements and plan) of Lazydays provided the executive is employed by Lazydays on the date of the consummation of the change in control. As the Mergers constituted a change in control, all outstanding options, including those granted to Mr. Murnane and Ms. Berney, vested on the consummation of the Mergers. In consideration for the cancellation of options outstanding immediately prior to the consummation of the Mergers, the option holders, including Mr. Murnane and Ms. Berney, received merger consideration (in cash and shares), after taking into account the exercise price of the optionsWarrants resulting in the issuance of 467,761 additional shares of Common Stock upon exercise, in accordance with the anti-dilution provision. Therefore, if the Rights in this Rights Offering are fully exercised, the expected total number of shares of Common Stock to be issued upon the exercise of the Warrants, after accounting for the foregoing anti-dilution adjustment, will be 30,114,585 shares of Common Stock. The holders

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of the Warrants have agreed to exercise all the Warrants held by them upon consummation of the Rights Offering. There can be no assurance that the holders of Series A Preferred Stock will waive such rights in the future in connection with another triggering event. If such holders do not waive such rights in the future, it may cause significant dilution to our stockholders.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any applicable withholding.

Transaction Bonus

Lazydays has historically maintained transaction bonus arrangements with certain membersformal binding commitment to participate and have no obligation to participate.

The subscription price determined for this Rights Offering is not an indication of its management team, including Mr. Fleming. our value.
The transaction bonus arrangements provided for payment of a bonussubscription price was established by our Special Committee based on a formulaseveral considerations including the historical and current trading prices of our Common Stock, our need for liquidity, taking into account our strategic growth plans, and capital and other strategic and financing alternatives reasonably available to us. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of the Common Stock to be offered in the eventRights Offering. The market price of a qualifying transaction, providedour Common Stock may decline during or after the executive remains employed by Lazydays onRights Offering, including below the applicable subscription price. After the date of consummationthis prospectus, our Common Stock may trade at prices above or below the subscription price, and you may not be able to sell shares of our Common Stock purchased in the transactionRights Offering at a price equal to or has experiencedgreater than the price you paid, or at all.
There may be material developments regarding us during the subscription period. In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable.
We currently expect that the Rights will expire if they are not exercised at 5:00 p.m., New York City time, on November 14, 2023, which we may extend in our sole discretion. As a qualifying termination within a specificresult, there may be material developments regarding us during such period. For example, on or about November 3, 2023, we expect to issue our financial results for the quarterly period ended September 30, 2023. Because all exercises of time priorRights are irrevocable, you should therefore consider carefully whether you wish to delay any exercise of your Rights until after our issuance of those results since we cannot provide any assurance currently with respect to their content.
The Rights Offering may cause the price of our Common Stock to decrease.
The market price of our Common Stock may decrease upon the consummation of the transaction. In 2017, Lazydays replaced its transaction bonus arrangements withRights Offering as a plan, referred to asresult of the Transaction Incentive Plan. Similarissuance of an additional 15,627,441 shares of our Common Stock at a discount to the prior arrangements,current trading price of our Common Stock. Further, if a substantial number of Rights are exercised and the Transaction Incentive Plan provides for a bonus based on a formulaholders of the shares acquired in the eventRights Offering choose to sell some or all of such shares of Common Stock, the resulting sales could depress the market price of our Common Stock. As a qualifying transaction, providedresult, the executive remains employedtrading price of our Common Stock after the Rights Offering may be below the current trading price, and there can be no assurances that it is not below the price at which shares are offered for sale in the Rights Offering.
There is no guarantee that by Lazydays on the datetime the Rights Offering is completed, if at all, and the shares you purchase, if any, are delivered to you, the market price of consummationour Common Stock will be above the subscription price. Further, because the exercise of your Rights is not expected to be revocable, you will not be able to revoke your exercise if the transaction or has been terminated by Lazydays without cause within two monthsmarket price decreases prior to the consummationdelivery of the transaction (provided paymentshares until after they are delivered.
There is made by March 15th followingno guarantee that the endsubscription price will be lower than the market price of our Common Stock at the time that the Rights Offering is completed, if at all, and the shares that you receive in the Rights Offering, if any, are delivered. Further, because the exercise of your Rights is not expected to be revocable, you will not be able to revoke your exercise if the market price decreases prior to the delivery of the yearshares until after they are delivered to you. Accordingly, the subscription price may be above the prevailing market price by the time that the shares of Common Stock are purchased and delivered. This may be due, among other things, to sales by other purchasers of shares in which such involuntary termination occurs).

The consummationthe Rights Offering given the substantial number of shares of our Common Stock being offered in the Rights Offering.

If you exercise your Rights in the Rights Offering and the market price of the Mergers constitutedCommon Stock falls below the subscription price, then you will have committed to buy Common Stock in the Rights Offering at a qualifying transaction for purposesprice that
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is higher than the market price. Moreover, we cannot assure you that you will ever be able to sell shares of Common Stock that you received in the Rights Offering at a price equal to or greater than the subscription price. Until shares are issued to the record holder upon expiration of the Transaction Incentive Plan. There were five employees who participatedRights Offering, you may not be able to sell the shares of our Common Stock that you receive in the Transaction Incentive Plan, including Mr. Fleming. The aggregate valueRights Offering.
We expect to issue shares of our Common Stock purchased in the Rights Offering as soon as practicable after expiration of the compensation ultimately payable underRights Offering. We will not pay interest on funds delivered to the Transaction Incentive PlanSubscription Agent pursuant to the exercise of Rights.
If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution, including as a result of certain anti-dilution rights held by Warrant holders. Even if you decide to participate in this Rights Offering, you will experience certain dilution as a result of the anti-dilution provision of our Warrants.
If you choose not to exercise your Rights, you will retain your current number of shares of our Common Stock. If other Holders fully exercise their Rights or exercise a greater proportion of their Rights than you exercise, the percentage of our Common Stock owned by these other Holders will increase relative to your ownership percentage, and your voting and other rights in the Company will likewise be diluted.
Even if you decide to fully exercise your Right you will experience certain dilution as a result of the anti-dilution provisions of our Warrants. The Series A Preferred Stock and the Warrants may be subject to anti-dilution adjustments in connection with certain events, including the Rights Offering. The holders of the Series A Preferred Stock have fully waived these anti-dilution adjustments in connection with the Rights Offering. The holders of the Warrants have partially waived these anti-dilution adjustments agreeing to accept an adjustment that increases number of shares issuable upon exercise equal to one-half of the number of shares of our Common Stock that would result from the adjustment in the absence of the waiver. These holders have also agreed to exercise all of the Warrants (giving effect to the foregoing one-half adjustment) held by them upon consummation of the Transaction MergerRights Offering. Holders of the Warrants represent 100% of all Warrant holders. Consequently, once the Rights Offering is completed, there will be no outstanding Warrants. For illustrative purposes, if the Rights in this Rights Offering are fully exercised, we anticipate an adjustment to the exercise price of the Warrants resulting in the issuance of 467,761 additional shares of Common Stock upon exercise, in accordance with the anti-dilution provision. Therefore, if the Rights in this Rights Offering are fully exercised, the expected total number of shares of Common Stock to be issued upon the exercise of the Warrants, after accounting for the foregoing anti-dilution adjustment, will be 30,114,585 shares of Common Stock. The holders of the Warrants have agreed to exercise all the Warrants held by them upon consummation of the Rights Offering. There can be no assurance that the holders of Series A Preferred Stock will waive such rights in the future in connection with another triggering event. If such holders do not waive such rights in the future, it may cause significant dilution to our stockholders.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
We may decide not to continue with the Rights Offering or to terminate the Rights Offering and return your subscription payments without interest.
We may in our sole discretion decide not to continue with the Rights Offering or to terminate the Rights Offering at any time. We currently have no intention to terminate the Rights Offering but reserve the right to do so. If we elect to cancel or terminate the Rights Offering, we will not have any obligation with respect to the Rights except to return, without interest, any subscription payments the Subscription Agent received from you.
The Rights are not transferable, and there is no market for the Rights.
You may not sell, transfer, assign or give away your Rights, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such holders. Because the Rights are non-transferable, there is no market or other means for you to directly realize any value associated with the Rights. You must exercise the Rights to realize any potential value from your Rights.
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You may not be able to resell any shares of our Common Stock that you receive pursuant to the exercise of Rights immediately upon expiration of the Rights Offering period or be able to sell your shares at a price equal to or greater than the subscription price.
If you exercise Rights, you may not be able to resell the common stock that you receive in the Rights Offering until you, or your custodian bank, broker, dealer or other nominee, if applicable, have received those shares. Moreover, you will have no rights as a stockholder of the shares you received in the Rights Offering until we issue the shares to you. Although we will endeavor to issue the shares as soon as practicable after completion of the Rights Offering, and after all necessary calculations have been completed, there may be a delay between the expiration date of the Rights Offering and the time that the shares are issued. In addition, following the exercise of your Rights, you may not be able to sell your Common Stock at a price equal to or greater than the subscription price.
Because no minimum subscription is required and because we do not have formal commitments from our stockholders for the entire amount we seek to raise pursuant to the Rights Offering, we cannot assure you of the amount of proceeds that we will receive from the Rights Offering.
No minimum subscription is required for consummation of the Rights Offering. It is also possible that no Over-Subscription Rights will be exercised in connection with the Rights Offering. As a result, we cannot assure you of the amount of proceeds that we will receive in the Rights Offering. Therefore, if you exercise all or any portion of your Rights, but other Holders do not, we may not raise the desired amount of capital in the Rights Offering, the market price of our Common Stock could be adversely impacted and we may find it necessary to pursue alternative means of financing, which may be dilutive to your investment.
If you do not act promptly and follow the subscription instructions, your attempt to exercise Rights may be rejected.
Holders who desire to purchase shares of our Common Stock in the Rights Offering must act promptly to ensure that all required forms and payments are actually received by the Subscription Agent before 5:00 p.m., New York City time, on November 14, 2023, the expiration date of the Rights Offering, unless extended by us, in our sole discretion. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”
We will not be responsible if your broker, custodian or nominee fails to ensure that all required forms and payments are actually received by the Subscription Agent before the expiration date of the Rights Offering. If you fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the Rights Offering, the Subscription Agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the Subscription Agent undertake to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
By participating in the Rights Offering and executing a Rights Certificate, you are making binding and enforceable representations to the Company.
By signing the Rights Certificate and exercising its Rights, each Holder agrees, solely with respect to such Holder’s exercise of Rights in the Rights Offering, that we have the right to void and cancel (and treat as if never exercised) any exercise of Rights, and securities issued pursuant to an exercise of Rights, if any of the agreements, representations or warranties of a subscriber in the Rights Certificate are false.
If you exercise the Over-Subscription Right, you may not receive all of the Common Stock for which you subscribe.
Exercise of the Over-Subscription Right will only be honored if and to the extent that the Basic Subscription Rights have not been exercised in full. If sufficient shares of Common Stock are available, we will seek to honor your over-subscription request in full. If, however, over-subscription requests exceed the number of shares of
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Common Stock available to be purchased pursuant to the Over-Subscription Right, we will allocate the available shares of Common Stock proportionately among Holders who exercised their Over-Subscription Right based on the number of shares of Common Stock each Holder subscribed for under such Holder’s basic subscription rights. As a result, you may not receive any or all of the shares of Common Stock for which you exercise your Over-Subscription Right. Only Holders of Common Stock, Warrants and Series A Preferred Stock on the Record Date who exercise in full all Rights issued to them are entitled to exercise the Over-Subscription Right.
As soon as practicable after 5:00 p.m., New York City time, on November 14, 2023, the Subscription Agent will determine the number of shares of Common Stock that you may purchase, if any, pursuant to the Over-Subscription Right. If you have properly exercised your Over-Subscription Right, we will issue the shares of Common Stock purchased in the Rights Offering to the record holder as soon as practicable after the expiration date and after all allocations and adjustments have been effected. If you request and pay for more shares of Common Stock than are allocated to you, we will refund the overpayment, without interest or deduction. In connection with the exercise of the Over-Subscription Right, custodian banks, brokers, dealers and other nominee holders of Rights who act on behalf of beneficial owners will be required to certify to us and to the Subscription Agent as to the aggregate number of subscription Rights exercised, and the number of shares of Common Stock requested through the Over-Subscription Right, by each beneficial owner on whose behalf the nominee holder is acting.
You will not receive interest on subscription funds, including any funds ultimately returned to you.
You will not earn any interest on your subscription funds while they are being held by the Subscription Agent pending the closing of this Rights Offering. In addition, if we cancel the Rights Offering, neither we nor the Subscription Agent will have any obligation with respect to the Rights except to return, without interest, any subscription payments to you.
We will have broad discretion in the use of the net proceeds from this Rights Offering, which may include uses you do not agree with.
Assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $99.6 million, after deducting $449,760 of estimated offering expenses incurred by us relating to the Rights Offering. We currently intend to use the net proceeds from this Rights Offering, after deducting our offering expenses, for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities. For a more detailed discussion, see “Use of Proceeds.” Although we plan to use the net proceeds from this Rights Offering as described, we have not designated the amount of net proceeds from this Rights Offering to be used for any specific purpose. We will have broad discretion in the use of the net proceeds. You will be relying on the judgment of our management regarding the application of the proceeds of this Rights Offering. The results and effectiveness of the use of proceeds are uncertain, and we could spend the proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our Common Stock.
In administering the Rights Offering, we will be relying on statements, representations and other information provided to us by third parties.
In administering the exercising of Rights and the pro rating of Over-Subscription Rights in the Rights Offering, we will rely on the accuracy of various statements and representations provided to us by brokers, dealers, holders of Rights and other third parties. If these statements or representations are false or inaccurate, it may delay or otherwise negatively affect our or the Subscription Agent’s ability to administer this Rights Offering in accordance with the terms and conditions described in this prospectus.
The receipt of Rights may be treated as a taxable distribution to you.
Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right and the participation in this Rights Offering by holders of Series A Preferred Stock), we believe and intend to take the position that a U.S. Holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock (including all shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the Record Date) and should not be treated as
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a taxable distribution with respect to such holder’s Series A Preferred Stock and Warrants for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the Rights Offering is not binding on the IRS or the courts. The fair market value of the Rights would be taxable to U.S. Holders of our Common Stock as a dividend to the extent of the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have current and accumulated earnings and profits through the end of 2023. Further, if the Rights Offering is treated as a taxable distribution, the treatment of holders of Warrants is not clear, and it may differ from, and may be more adverse than, the treatment of the Rights distribution to the holders of Common Stock. For a more detailed discussion, including U.S. federal income tax considerations applicable to Non-U.S. Holders, see “Material U.S. Federal Income Tax Consequences.” You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.
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USE OF PROCEEDS
Although we cannot determine what the actual net proceeds from the sale of Common Stock in the Rights Offering will be until the Rights Offering is completed, assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $99.6 million, after deducting $449,760 of estimated offering expenses incurred by us relating to the Rights Offering.
We expect to use such proceeds for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities.
This expected use of the net proceeds from this Rights Offering represents our intentions based upon our current plans and business conditions and numerous factors, which could change as our plans and business conditions evolve. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this Rights Offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures and the use of these proceeds may vary significantly depending on numerous factors, including the progress of our expansion efforts and acquisition activities, as well as any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this Rights Offering.
Pending the use of the proceeds from this Rights Offering, we may invest the net proceeds in a variety of capital preservation instruments, which may include all or a combination of short-term and long-term interest-bearing instruments. We cannot predict whether the proceeds invested will yield a favorable return.
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CAPITALIZATION
The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2023 on:
an actual basis; and
a pro forma basis, to give effect to the issuance and sale of 15,627,441 shares of Common Stock in this Rights Offering and our receipt of the proceeds from this Rights Offering (based on the subscription price), after deducting estimated offering expenses.
The pro forma information set forth below is illustrative only and will be adjusted based on the number of shares actually sold. You should read this information in conjunction with our consolidated financial statements and notes thereto incorporated by reference into this prospectus.
 
As of June 30, 2023
(Unaudited)
 
Actual
Pro Forma
 
(Dollars in thousands)
Cash
$24,173
$124,173
Total current assets
454,636
554,636
Total liabilities
530,773
530,773
Series A convertible preferred stock; 600,000 shares, designated, issued, and outstanding; liquidation preference of $60,000
54,983
54,983
Stockholders’ Equity
 
 
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 17,328,483 shares issued and 13,916,261 shares outstanding
Additional paid-in capital
162,211
262,211
Treasury Stock, at cost, 3,412,222 shares
(57,128)
(57,128)
Retained earnings
166,487
166,487
Total stockholders’ equity
$271,570
$371,570
Total Capitalization
$768,717
$868,717
The number of shares of our Common Stock to be outstanding after this Rights Offering reflected in the table above is based on 13,916,261 shares of Common Stock outstanding as of June 30, 2023 on a pro forma basis, and excludes:
6,081,661 shares of Common Stock issuable upon the finalconversion of 600,000 shares of Series A Preferred Stock, taking into account the accrued dividends which we may elect to pay in cash or shares of Common Stock;
300,357 shares of Common Stock issuable upon exercise of the Warrants. See “Prospectus Summary—Recent Developments-Anti-Dilution Waivers” for further information regarding an applicable anti-dilution provision; and
365,002 shares of Common Stock issuable upon exercise of outstanding options, at a weighted average exercise price of $10.82 per share.
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DILUTION
Purchasers of our Common Stock in the Rights Offering will experience an immediate dilution of the net tangible book value per share of our Common Stock. Our historical net tangible book value as of June 30, 2023, was $159.42 million, or $11.46 per share of our Common Stock. Net tangible book value per share is equal to our total net tangible book value, which is our total tangible assets less our total liabilities, divided by the number of shares of our outstanding Common Stock. Dilution per share equals the difference between the amount per share paid by purchasers of consideration paidshares of our Common Stock in the Rights Offering and the net tangible book value per share of our Common Stock immediately after any applicable adjustmentsthe Rights Offering. Our pro forma net tangible book value as of June 30, 2023 was $159.42 million, or $11.46 per share, based on Lazydays’ workingthe total number of shares of our Common Stock outstanding as of June 30, 2023, assuming we complete the Rights Offering and after giving effect to the issuance and sale of 15,627,441 shares of Common Stock in this Rights Offering, taking into account the issuance of 467,761 additional shares of Common Stock upon exercise of the warrants, in accordance with the anti-dilution provision and our receipt of the proceeds from this Rights Offering (based on the subscription price), after deducting estimated offering expenses of approximately $99.6 million.
The following table illustrates the per-share dilution on a pro forma basis, on the assumptions and after giving effect to the adjustments described above.
Subscription price
$100,000,000
Net tangible book value per share as of June 30, 2023
$11.46
Pro forma net tangible book value per share as of June 30, 2023
8.63
Increase in pro forma net tangible book value per share
(2.83)
Dilution in net tangible book value per share to stockholders participating in this offering
We intend to complete the Rights Offering on or before November 14, 2023, unless our Special Committee elects to extend the Rights Offering in its discretion. The estimated net proceeds we will receive from the Rights Offering, after the payment of $449,760 of estimated expenses of the Rights Offering, will be $99,550,240, on a pro forma basis.
The information above is as of June 30, 2023 and excludes the following:
6,081,661 shares of Common Stock issuable upon the conversion of 600,000 shares of Series A Preferred Stock, taking into account the accrued dividends which we may elect to pay in cash or shares of Common Stock;
300,357 shares of Common Stock issuable upon exercise of the Warrants. See “Prospectus Summary—Recent Developments-Anti-Dilution Waivers” for further information regarding an applicable anti-dilution provision; and
365,002 shares of Common Stock issuable upon exercise of outstanding options, at a weighted average exercise price of $10.82 per share.
To the extent that outstanding options are exercised or restricted stock units vest and are settled, the investors purchasing our Common Stock in this Rights Offering will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations. To the extent that additional capital is raised through the sale of securities, the issuance of those securities could result in further dilution to our stockholders.
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MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK
Market Information
Our Common Stock is listed on the Nasdaq Capital Market tier of Nasdaq under the ticker symbol “LAZY.”
Holders of Record
As of October 11, 2023, we had 48 holders of record of our Common Stock. The actual number of stockholders is greater than this number of record holders and debtincludes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose Common Stock may be held in trust or by other entities.
Dividends
We have not paid any cash dividends on our Common Stock and do not plan to pay any cash dividends on our Common Stock in the foreseeable future. Our Board will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, and general business conditions, subject to any restrictions under our credit facility and the Certificate of Designations for the Series A Preferred Stock.
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THE RIGHTS OFFERING
The Rights
We will distribute to Holders of record of our Common Stock and Holders of our Warrants and Series A Preferred Stock (in the case of the Warrants and the Series A Preferred Stock, on an as-converted basis) as of 5:00 p.m., New York City time, on October 23, 2023, at no charge, one non-transferable Right to purchase 0.770 of a share of Common Stock at a subscription price of $6.399 per whole share. You will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned as of the closingRecord Date.
The Rights will be evidenced by Rights Certificates. Each Right will allow you to purchase 0.770 of a share of our Common Stock at a subscription price of $6.399 per whole share. If you elect to exercise your Basic Subscription Right in full, you may also subscribe, at the subscription price, for additional shares of our Common Stock under your Over-Subscription Right, if there are enough shares available, and subject to certain limitations set forth in this prospectus. The Rights will not be listed for trading on any securities exchange or trading system. The shares of Common Stock will be transferable following their issuance.
Reasons for the Rights Offering
In alignment with our growth strategy, we anticipate the need for additional funding. Such additional funding is expected place us in a stronger position to pinpoint and action potential partnerships and strategic acquisitions that align with our business interests. We believe the Rights Offering empowers our security holders to acquire more Common Stock, mitigating the dilution they might experience if we opted for conventional capital market fundraising methods. Our expectation is to use the net proceeds from the Rights Offering for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities.
Expiration of the Transaction MergerRights Offering
You may exercise your subscription privilege at any time between October 23, 2023 and any payments5:00 p.m., New York City time, on November 14, 2023, the expiration date for the Rights Offering, unless extended by us. We may, in our sole discretion, extend the time for exercising the Rights. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “— Procedures for DTC Participants.”
Note that we intend to complete the Rights Offering on or before November 14, 2023 unless our Special Committee elects to extend the Rights Offering in its discretion. We may extend the expiration date of the Rights Offering by giving oral or written notice to the CompanySubscription Agent and Information Agent on or before the scheduled expiration date. If we elect to extend the expiration of the Rights Offering, we will issue a press release announcing such extension no later than 9:00 a.m., New York City time, on the next business day after the most recently announced expiration date.
We reserve the right, in our sole discretion, to amend or modify the terms of the Rights Offering.
If you do not exercise your Rights before the expiration date of the Rights Offering, your unexercised Rights will be null and void and will have no value. We will not be obligated to honor your exercise of Rights if the Subscription Agent receives the documents relating to your exercise after the Rights Offering expires, regardless of when you transmitted the documents, except when you have timely transmitted the documents under the guaranteed delivery procedures described below.
Subscription Privileges
Your Rights entitle you to the Basic Subscription Right and the Over-Subscription Right.
Basic Subscription Right. With your Basic Subscription Right, you may purchase 0.770 of a share of our Common Stock per Right, upon delivery of the required documents and payment of the subscription price of $6.399 per whole share. You are not required to exercise all of your Rights unless you wish to purchase shares under your Over-Subscription Right. We will deliver to you the shares which you purchased with your Basic
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Subscription Right as soon as practicable after the Rights Offering has expired. All shares that are purchased in the Rights Offering will be issued in uncertificated book-entry form, meaning that you will receive a direct registration account statement from our transfer agent reflecting ownership of these securities if you are a holder of record. If you hold your shares in the name of a bank, broker, dealer or other nominee, DTC will credit your nominee with the securities you purchased in the Rights Offering.
Over-Subscription Right. In addition to your Basic Subscription Right, you may subscribe for additional shares of our Common Stock, upon delivery of the required documents and payment of the subscription price of $6.399 per share, before the expiration of the Rights Offering. You may only exercise your Over-Subscription Right if you exercised your Basic Subscription Right in full and other holders of Rights do not exercise their Basic Subscription Rights in full.
Pro Rata Allocation. If there are not enough shares to satisfy all subscriptions made under the Over-Subscription Right, we will allocate the remaining shares pro rata, after eliminating all fractional shares, among those oversubscribing Holders. If there is a pro rata allocation of the remaining shares and you receive an allocation of a greater number of shares than you subscribed for under your Over-Subscription Right, then we will allocate to you only the number of shares for which you subscribed. We will allocate the remaining shares among all other holders exercising their Over-Subscription Rights.
Full Exercise of Basic Subscription Right. You may exercise your Over-Subscription Right only if you exercise your Basic Subscription Right in full. To determine if you have fully exercised your Basic Subscription Right, we will consider only the Basic Subscription Rights held by you in the same capacity.
For example, suppose that you were granted Rights for shares of our Common Stock which you own individually and shares of our Common Stock which you own collectively with your spouse. If you wish to exercise your Over-Subscription Right with respect to the Rights you own individually, but not with respect to the Rights you own collectively with your spouse, you only need to fully exercise your Basic Subscription Right with respect to your individually owned Rights. You do not have to subscribe for any shares under the Basic Subscription Right owned collectively with your spouse to exercise your individual Over-Subscription Right.
When you complete the portion of your Rights Certificate to exercise your Over-Subscription Right, you will be representing and certifying that you have fully exercised your subscription privileges as to shares of our Common Stock which you hold in that capacity. You must exercise your Over-Subscription Right at the same time you exercise your Basic Subscription Right in full.
Return of Excess Payment. If you exercised your Over-Subscription Right and are allocated less than all of the shares for which you wished to subscribe, your excess payment for shares that were not allocated to you will be returned, without interest or deduction, as soon as practicable after the expiration date. We will deliver or cause the transfer agent to deliver shares that you purchased as soon as practicable after the expiration date and after all pro rata allocations and adjustments have been completed.
No Fractional Shares of Common Stock
We will not issue fractional shares of Common Stock. After aggregating all of the shares subscribed for by a particular stockholder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock created by the exercise of the Rights by that stockholder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering. Any excess subscription funds in respect of indemnification claimsfractional shares will be returned to you, without interest or deduction, promptly after completion of the Rights Offering.
Conditions to the Rights Offering
Our obligation to consummate the Rights Offering is condition upon, among other things, Nasdaq approving for listing, subject to official notice of issuance, the shares of our Common Stock issuable upon exercise of the Rights.
We intend to complete the Rights Offering on or before November 14, 2023, unless our Special Committee elects to extend the Rights Offering in its discretion. We may cancel or terminate the Rights Offering, in whole or in part, at any time in our sole discretion. If we cancel or terminate the Rights Offering, in whole or in part, all affected Rights will expire without value, and all subscription payments received by the Subscription Agent will be returned promptly, without interest or deduction.
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Method of Subscription — Exercise of Rights
If you are a record holder of shares of our Common Stock, you may exercise your Rights by delivering the following to the Subscription Agent, at or before 5:00 p.m., New York City time, on November 14, 2023, the expiration date of the Rights Offering, unless extended by us:
Your properly completed and executed Rights Certificate with any required signature guarantees or other supplemental documentation; and
Your full subscription price payment for each share of Common Stock subscribed for under your Rights.
Your Rights will not be considered exercised unless the merger agreement. Subscription Agent receives from you, your broker, custodian or nominee, as the case may be, all of the required documents and your full subscription price payment before 5:00 p.m., New York City time, on November 14, 2023, the expiration date of the Rights Offering, unless extended by us. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “— Procedures for DTC Participants.”
Method of Payment
The approximate aggregateSubscription Agent will accept payment only by wire transfer of immediately available funds or certified bank or cashier’s check drawn upon a U.S. bank payable to the Subscription Agent. Payments by personal check or money order will not be accepted.
Receipt of Payment
Your payment of the subscription price will be deemed to have been received by the Subscription Agent only when:
the Subscription Agent receives a certified bank or cashier’s check drawn upon a U.S. bank payable to the Subscription Agent; or
the Subscription Agent receives a wire transfer of immediately available funds.
Payments by personal check or money order will not be accepted.
The Subscription Agent will hold your payment of the subscription price in a segregated account with other payments received from holders of Rights until we issue to you your Common Stock, or return your overpayment, if any.
Delivery of Subscription Materials and Payment
You should deliver your Rights Certificate and payment of subscription price, as provided herein, or, if applicable, nominee holder certifications, to the Subscription Agent by one of the methods described below:
By Mail:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0718
By Overnight Delivery:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS IWS
51 Mercedes Way
Edgewood, NY 11717
Your delivery to an address or by any method other than as set forth above will not constitute valid delivery and we may not honor the exercise of your Rights.
In considering which method of delivery to use, holders of Rights should take into consideration the amount of time remaining in the bonusesRights Offering, as well as any guaranteed delivery procedures, to ensure that materials are delivered prior to the expiration of the Rights Offering.
You should direct any questions or requests for assistance concerning the method of subscribing for shares of Common Stock or for additional copies of this prospectus to the Information Agent.
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Calculation of Rights Exercised
If you do not indicate the number of Rights being exercised, or do not make full payment of the total subscription price payment for the number of Rights that you indicate are being exercised, then the Subscription Agent will have the right to reject and return your subscription for correction. If your aggregate subscription price payment is greater than the amount you owe for your subscription, the Subscription Agent will return the excess amount to you without interest or deduction as soon as practicable after the expiration date of the Rights Offering. If we do not apply your full subscription price payment to your purchase of shares of our Common Stock, we or the Subscription Agent will return the excess amount to you, without interest or deduction, as soon as practicable after the expiration date of the Rights Offering.
Exercising a Portion of Your Rights
If you subscribe for fewer than all of the shares of our Common Stock represented by your Rights Certificate, you may receive from the Subscription Agent a new Rights Certificate representing your unused Rights.
If you do not indicate the number of Rights being exercised, or if you do not make full payment of the total subscription price payment for the number of Rights that you indicate are being exercised, (i) the Subscription Agent will have the right to reject and return your subscription for correction, or (ii) you will be deemed to have exercised your Right with respect to the maximum number of Rights that may be exercised with the aggregate subscription price payment you delivered to the Subscription Agent. If we do not apply your full subscription price payment to your purchase of shares of our Common Stock, we or the Subscription Agent will return the excess amount to you, without interest or deduction, as soon as practicable after the expiration date of the Rights Offering.
Missing or Incomplete Subscription Forms or Payment
If you fail to complete and sign the Rights Certificate or otherwise fail to follow the subscription procedures that apply to the exercise of your Rights before the Rights Offering expires, the Subscription Agent will reject your subscription or accept it to the extent of the payment received. Neither we nor our Subscription Agent undertake any responsibility or action to contact you concerning an incomplete or incorrect subscription form, nor are we under any obligation to correct such forms. We have the sole discretion to determine whether a subscription exercise properly complies with the subscription procedures.
If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the Subscription Agent will have the right to reject and return your subscription for correction. Any excess subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable following the expiration of the Rights Offering.
Your Funds Will Be Held by the Subscription Agent Until Shares of Common Stock Are Issued
The Subscription Agent will hold your payment of the subscription price in a segregated account with other payments received from other Rights holders until we issue your shares of Common Stock to you upon consummation of the Rights Offering.
Medallion Guarantee May Be Required
Your signature on each Rights Certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the Subscription Agent, unless:
your Rights Certificate provides that the shares of Common Stock are to be paid underdelivered to you as record holder of those Rights; or
you are an eligible institution.
Notice to Brokers and Nominees
If you are a broker, a trustee or a depositary for securities that holds shares of our Common Stock for the Transaction Incentive Planaccount of others as of 5:00 p.m., New York City time, on October 23, 2023, the Record Date, you should notify the respective beneficial owners of such shares of the Rights Offering as soon as possible to participants whofind out their intentions with
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respect to exercising their Rights. You should obtain instructions from the beneficial owners with respect to their Rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners
Beneficial Owners
If you are employeesa beneficial owner of Lazydays, assumingshares of our Common Stock or will receive your Rights through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you of the releaseRights Offering. If you wish to exercise your Rights, you will need to have your broker, custodian bank or other nominee act for you. If you hold shares of all holdbacksour Common Stock directly and escrowswould prefer to have your broker, custodian bank or other nominee act for you, you should contact your nominee and no adjustmentrequest it to effect the transactions for you. If you wish to obtain a separate Rights Certificate, you should contact the nominee as soon as possible and request that a separate Rights Certificate be issued to you.
Instructions for Completing Your Rights Certificate
You should read and follow the instructions accompanying the Rights Certificates carefully.
If you are a registered Holder and you want to exercise your Rights, you should send your Rights Certificate(s) and your subscription price payment to the purchaseSubscription Agent. DO NOT SEND YOUR RIGHTS CERTIFICATE(S) AND SUBSCRIPTION PRICE PAYMENT TO THE COMPANY.
You are responsible for the method of delivery of your Rights Certificate(s) with your subscription price is $1,560,000.

Retirement Benefits

Lazydays maintainspayment to the Subscription Agent. You must pay, or arrange for payment, by means of a tax-qualified defined contribution planwire transfer of immediately available funds or certified bank or cashier’s check drawn upon a U.S. bank payable to the Subscription Agent. If you send your Rights Certificate(s) and subscription price payment by mail, we recommend that meetsyou send them by registered mail, properly insured, with return receipt requested. You should allow a sufficient number of days to ensure delivery to the requirements of Section 401(k)Subscription Agent prior to the time the Rights Offering expires. Personal checks and money orders will not be accepted. Your payment of the Internal Revenue Code, commonly calledsubscription price will be deemed to have been received by the Subscription Agent only when:

the Subscription Agent receives a 401(k) plan, for substantially allcertified bank or cashier’s check drawn upon a U.S. bank payable to the Subscription Agent; or
the Subscription Agent receives a wire transfer of its employees. The 401(k) plan isimmediately available onfunds.
In considering which method of delivery to use, holders of Rights should take into consideration the same basis to all employees, including the Named Executive Officers. Each participantamount of time remaining in the 401(k) plan can electRights Offering, as well as any guaranteed delivery procedures, to defer from 0%ensure that materials are delivered prior to 100%the expiration of compensation, subjectthe Rights Offering.
Determinations Regarding the Exercise of Your Rights
We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights, and any such determinations by us will be final and binding. We, in our sole discretion, may waive, in any particular instance, any defect or irregularity or permit, in any particular instance, a defect or irregularity to limitationsbe corrected within such time as we may determine. We will not be required to make uniform determinations in all cases. We may reject the exercise of any of your Rights because of any defect or irregularity. We will not accept any exercise of Rights until all irregularities have been waived by us or cured by you within such time as we decide, in our sole discretion.
Neither we, the Subscription Agent nor the Information Agent will be under any duty to notify you of any defect or irregularity in connection with your submission of Rights Certificates, and we will not be liable for failure to notify you of any defect or irregularity. We reserve the Internal Revenue Code and Employee Retirement Income Security Act (“ERISA”). Lazydays may also make discretionary matching contributionsright to reject your exercise of Rights if your exercise is not in accordance with the terms of the 401(k) plan.

Named Executive Officers FollowingRights Offering or in proper form. We will also not accept the Mergersexercise of your Rights if our issuance of the shares of our Common Stock to you could be deemed unlawful under applicable law.

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Guaranteed Delivery Procedures
If you wish to exercise Rights, but you do not have sufficient time to deliver the Rights Certificate evidencing your Rights to the Subscription Agent on or before the time your Rights expire, you may exercise your Rights by the following guaranteed delivery procedures:
deliver to the Subscription Agent on or prior to the expiration date your subscription price payment in full for each share you subscribed for under your subscription privileges in the manner set forth above in “— Method of Payment”;
deliver to the Subscription Agent on or prior to the expiration date the form titled “Notice of Guaranteed Delivery,” substantially in the form provided with the “Instructions as to Use of Lazydays Holdings, Inc.’s Rights Certificates” distributed with your Rights Certificates; and
deliver the properly completed Rights Certificate evidencing your Rights being exercised and the related nominee holder certification, if applicable, with any required signatures guaranteed, to the Subscription Agent within two business days following the date of your Notice of Guaranteed Delivery.
Your Notice of Guaranteed Delivery must be delivered in substantially the same form provided with the “Instructions as to Use of Lazydays Holdings, Inc.’s Rights Certificates”, which will be distributed to you with your Rights Certificate. Your Notice of Guaranteed Delivery must come from an eligible institution, or other eligible guarantee institutions which are members of, or participants in, a signature guarantee program acceptable to the Subscription Agent.
In your Notice of Guaranteed Delivery, you must state:
your name;
the number of Rights represented by your Rights Certificates, the number of shares of our Common Stock you are subscribing for under your Basic Subscription Right and the number of shares of our Common Stock you are subscribing for under your Over-Subscription Right, if any; and
your guarantee that you will deliver to the Subscription Agent any Rights Certificates evidencing the Rights you are exercising within two business days following the date the Subscription Agent receives your Notice of Guaranteed Delivery.
You may deliver your Notice of Guaranteed Delivery to the Subscription Agent in the same manner as your Rights Certificates at the address set forth above under “— Delivery of Subscription Materials.” Any transmission of other materials will not be accepted and will not be considered a valid submission for the Rights Offering.
The Information Agent will send you additional copies of the form of Notice of Guaranteed Delivery if you need them. Please request any copies of the form of Notice of Guaranteed Delivery from the Information Agent toll-free at 888-789-8409, by e-mail at shareholder@broadridge.com, or by mail at:
Broadridge Corporate Issuer Solutions, LLC
P.O. Box 1317
Attn: BCIS Re-Organization Dept.
Brentwood, NY 11717-0718
United States Federal Income Tax Considerations
Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right and the participation in this Rights Offering by holders of Series A Preferred Stock), we believe and intend to take the position that a U.S. Holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock (including all shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the Record Date) and should not be treated as a taxable distribution with respect to such holder’s Series A Preferred Stock and Warrants for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the Rights Offering is not binding on the IRS or the courts. The fair market value of the Rights would be taxable to U.S. Holders of our Common Stock as a dividend to the extent of the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have current and accumulated earnings and profits through the end of 2023.
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Further, if the Rights Offering is treated as a taxable distribution, the treatment of holders of Warrants is not clear, and it may differ from, and may be more adverse than, the treatment of the Rights distribution to the holders of Common Stock. For a more detailed discussion, including U.S. federal income tax considerations applicable to Non-U.S. Holders, see “Material U.S. Federal Income Tax Consequences.” You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.
Regulatory Limitation
We will not be required to issue the shares of our Common Stock to you pursuant to the Rights Offering if, in our opinion, it would be unlawful to do so or you would be required to obtain prior clearance or approval from any foreign, state or federal regulatory authorities to own or control such shares if, at the time the Rights Offering expires, you have not obtained such clearance or approval.
Questions About Exercising Rights
If you have any questions or require assistance regarding the method of exercising your Rights or requests for additional copies of this document or the “Instructions as to Use of Lazydays Holdings, Inc.’s Rights Certificates,” you should contact the Information Agent at the address and telephone number set forth under “Questions & Answers — What should I do if I have other questions?” included elsewhere in this prospectus.
Subscription Agent and Information Agent
We have appointed Broadridge Corporate Issuer Solutions, LLC to act as Subscription Agent and Information Agent for the Rights Offering. You should direct any questions or requests for assistance concerning the method of subscribing for the shares of our Common Stock or for additional copies of this prospectus to the Information Agent.
Fees and Expenses
We will pay all fees charged by the Subscription Agent and Information Agent and all other expenses incurred by us in the Rights Offering. You are responsible for paying any commissions, fees, taxes or other expenses incurred in connection with your exercise of your Rights.
No Revocation
Once you have exercised your Rights, you may not revoke your exercise. All exercises of Rights are irrevocable. You should not exercise your Rights unless you are certain that you wish to purchase Common Stock in the Rights Offering. See “Summary — Recent Developments” and “Risk Factors — Risks Related to the Rights Offering — There may be material developments regarding us during the subscription period. In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable.” Rights not exercised before the expiration date of the Rights Offering will expire and will have no value.
Procedures for DTC Participants
If you are a broker, a dealer, a trustee or a depositary for securities who holds our Common Stock for the account of others as a nominee holder, you may exercise your beneficial owners’ basic and Over-Subscription Rights through DTC. Any Rights exercised through DTC are referred to as “DTC Exercised Rights.” You may exercise your DTC Exercised Rights through DTC’s PSOP Function on the “agents subscription over PTS” procedures and instructing DTC to charge the applicable DTC account for the subscription payment and to deliver such amount to the Subscription Agent. DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date, unless guaranteed delivery procedures are utilized with respect to delivery of your Rights Certificate, as described above.
Subscription Price
The subscription price is $6.399 per whole share of Common Stock. For more information with respect to how the subscription price was determined, see “– Reasons for the Rights Offering” and “Questions & Answers — How was the subscription price of $6.399 per share of Common Stock determined?” included elsewhere in this prospectus.
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Transferability
The Rights are evidenced by a Rights Certificate and are non-transferable, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such holders. The Rights will not be listed for trading on any securities exchange or trading system. The shares of Common Stock included in shares will be transferable following their issuance.
Extensions and Termination
We may extend the Rights Offering and the period for exercising your Rights, in our sole discretion. In addition, we may terminate the Rights Offering at any time prior to the time the Rights Offering expires.
No Recommendation
An investment in shares of our Common Stock must be made according to each investor’s evaluation of such investor’s own best interests and after considering all of the information herein, including the “Risk Factors” section beginning on page 17 of this prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, each hereby incorporated by reference in this prospectus.
Neither the Company, Special Committee nor our Board has, or will, make any recommendation to stockholders whether to exercise or let lapse their Rights in the Rights Offering. You should make an independent investment decision about whether to exercise or let lapse your Rights based on your own assessment of our business and the Rights Offering.
Purchase Indications
No minimum subscription is required for consummation of the Mergers, William Murnane, Maura BerneyRights Offering. Christopher S. Shackelton, Chairman of our Board and Ronald Fleming continuea Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their positionsBasic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
Non-U.S. Stockholders
The Subscription Agent will not mail Rights Certificates to stockholders on the record date whose addresses are Named Executive Officersoutside the United States, and your Rights Certificates will be held by the Subscription Agent for your account until any instructions are received to exercise your Rights. If you are a stockholder whose address is outside the United States, to exercise your Rights, you must notify the Subscription Agent before 11:00 a.m., New York City time, on November 6, 2023, which is five business days prior to the expiration date for the Rights Offering, unless extended by us, and, if we so request, must establish to our satisfaction that you are permitted to exercise your Rights under applicable law. Any questions related to exercising Rights should be directed to the Subscription Agent. If these procedures are not followed prior to the expiration date, those holders’ Rights will expire. We will decide all questions concerning the timeliness, validity, form and eligibility of the Company. The Company has entered into a new employment agreement with Mr. Murnaneexercise of your Rights, and Ms. Berney effective as of the consummation of the Mergers. See “Executive Officer and Director Compensation Following the Mergers – Employment Agreements.”

Executive Officer and Director Compensation Following the Mergers

Executive Compensation

Following the closing of the Mergers, the Company intends to develop an executive compensation program that is consistent with the historical Lazydays’ compensation policies and philosophies, which are designed to align compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract, motivate and retain individuals who contribute to the long-term success of Lazydays.

Decisions on the executive compensation programany such determinations by us will be final and binding.

This Rights Offering is not being made by the Compensation Committee of the board of directors of the Company. The following discussion is based on the present expectations asin any state or other jurisdiction in which it would be unlawful to the executive compensation programdo so, nor are we selling to be adopted by the compensation committee. The executive compensation program actually adopted will depend on the judgment of the members of the compensation committee of the board of directors of the Company and may differyou, or accepting any offers from that set forth in the following discussion.

We anticipate that decisions regarding executive compensation will reflect our belief that the executive compensation program must be competitive in order to attract and retain our executive officers. We anticipate that the compensation committee of the board of directors of the Company will seek to implement our compensation policies and philosophies by linking a significant portion of our executive officers’ cash compensation to performance objectives and by providing a portion of their compensation as long-term incentive compensation in the form of equity awards. We have entered into employment agreements with William Murnane and Maura Berney, with such agreements being effective on the consummation of the Mergers. A description of their employment agreements is below under “Executive Officer and Director Compensation Following the Mergers – Employment Agreements”. We have also agreed to grant Mr. Murnane and Ms. Berney optionsyou to purchase, shares of common stockour Common Stock if you are a resident of any such state or other jurisdiction. If necessary, we may delay commencement of the Company, subjectRights Offering in certain states or other jurisdictions in order to stockholder approvalcomply with the securities law requirements of our 2018 Long-Term Incentive Plan, as described under “Executive Officer and Director Compensation Following the Mergers — Stock-Based Awards” below.

those states or other jurisdictions. We do not anticipate that compensation for our executive officersthere will have three primary components: base salary, an annual cash incentive bonus and long-term incentive based compensationbe any changes in the form of stock-based awards.

Base Salary

Except as described below, it is expected thatRights Offering, and we may, in our Named Executive Officers’ base salaries will continue as described under “Lazydays Executive Officer and Director Compensation — Salaries” subjectsole discretion, decline to make modifications to the terms of the employment agreements described under “Lazydays Executive Officer and Director Compensation — Employment Agreement” andRights Offering requested by regulators in states or other jurisdictions, in which case stockholders who live in those states or other jurisdictions will not be reviewed annually by the compensation committee of the board of directors based upon advice and counsel of its advisors.

Non-Equity Incentive Bonuses

The Company intends to use annual cash incentive bonuses for the Named Executive Officers to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year. The Company expects that, near the beginning of each year, the Compensation Committee will select the performance targets, target amounts, target award opportunities and other terms and conditions of the non-equity incentive bonuses for the Named Executive Officers, subject to the terms of any employment agreement. Following the end of each year, the Compensation Committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the Named Executive Officers.

Stock-Based Awards

The Company intends to use stock-based awards to reward long-term performance of the Named Executive Officers. The Company believes that providing a meaningful portion of the total compensation package in the form of stock-based awards will align the incentives of its Named Executive Officers with the interests of its stockholders and serve to motivate and retain the individual Named Executive Officers. Stock-based awards will be awarded under the 2018 Plan, which was approved by the Andina shareholders at the extraordinary general meeting. For a description of the 2018 Plan, please see the section of this proxy statement/prospectus under the heading “The Incentive Plan Proposal.” On the closing of the Mergers, Mr. Murnane and Ms. Berney were granted an option to purchase shares of common stock of the Company. Mr. Murnane was granted an option to purchase approximately 5.0% of the shares of common stock of the Company and Ms. Berney was granted an option to purchase approximately 2.0% of the shares of common stock of the Company, in each case, on a fully diluted basis and subject to adjustment. The options will vest based on the Company’s achievement of certain trading prices for at least thirty days during a thirty-five day period and will be subject to such terms and conditions as contained in the 2018 Plan and the option award agreements. The options will expire five years following the date of grant. The exercise price of the options will be the fair market value on the grant date.

Employment Agreements

We have entered into employment agreements with Mr. Murnane and Ms. Berney effective as of the consummation of the Mergers. The employment agreements with Mr. Murnane and Ms. Berney provide for initial base salaries of $540,000 and $325,000, respectively, subject to annual discretionary increases. Following the Mergers, Mr. Murnane will no longer receive any additional compensation for his service as a member (or Chairman) of the board of directors and his base salary has been increased, accordingly. In addition, each executive is eligible to participate in any employee benefit plans adopted by the Company from time to time and is eligible to receive an annual cash bonus based onRights Offering.

Shares of Common Stock Outstanding after the achievement of performance objectives. Mr. Murnane’s target bonus is 100% of his base salary and Ms. Berney’s target bonus is 75% of her base salary. The employment agreements also provide that each executive is to be granted an option to purchase shares of common stock of the Company, as discussed above.

The employment agreements provide that if the executive is terminated for any reason, he or she is entitled to receive any accrued benefits, including any earned but unpaid portion of base salary through the date of termination, subject to withholding and other appropriate deductions. In addition, in the event the executive resigns for good reason or is terminated without cause (all as defined in the employment agreement) prior to January 1, 2022, subject to entering into a release, the Company will pay the executive severance equal to (i) two times base salary and average bonus for Mr. Murnane and (ii) one times base salary and average bonus for Ms. Berney.

The employment agreements also provide that the executive shall not divulge confidential information, shall not disparage the Company and/or Lazydays and shall not, during employment and twelve months thereafter, compete with the Company or any of its subsidiaries or solicit their customers or employees.

We anticipate that the employment arrangements for our other Named Executive Officers will remain in place following the consummation of the Mergers. Any new agreements or arrangements with the Named Executive Officers following the Mergers will be subject to approval of the Compensation Committee.

Other Compensation

Holdco expects to continue to maintain various employee benefit plans, including medical and 401(k) plans, in which the Named Executive Officers will participate.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code denies a federal income tax deduction for certain compensation in excess of $1.0 million per year paid to certain employees of publicly traded companies. Beginning January 1, 2018, on account of the passage and signing of the Tax Reform Act, this limitation will apply to the chief executive officer, chief financial officer, any other named executive officers and anyone who is such a covered person after December 31, 2016. Prior to January 1, 2018, this limitation only applied to the chief executive officer and the three most highly-paid executive officers of the company (other than the chief executive officer and chief financial officer). In addition, prior to January 1, 2018, compensation that met the requirements of performance-based compensation under Section 162(m) of the Internal Revenue Code was excluded from the deduction limit. Beginning January 1, 2018 (with the exception of certain grandfathered arrangements), a deduction will be denied for any compensation payable to covered employees that exceeds $1.0 million, regardless of whether such compensation is performance-based compensation. To retain highly skilled executives and remain competitive with other employers, the compensation committee may authorize compensation that will not be deductible under Section 162(m) or otherwise.

Director Compensation

Our non-employee members of the board of directors will receive annual cash compensation of $50,000 for serving on the board of directors, $5,000 for serving on a committee of the board of directors (other than the Chairman of each of the committees) and $10,000 for serving as the Chairman of any of the committees of the board of directors. Additionally, we expect the Compensation Committee will award an annual option grant to the non-employee directors worth $50,000 as calculated under the Black-Scholes model.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Person Policy

Andina’s Code of Ethics required Andina to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) Andina or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of Andina’s ordinary shares, or (c) immediate family member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Andina’s audit committee, pursuant to its written charter, was responsible for reviewing and approving related-party transactions to the extent Andina entered into such transactions. The audit committee considered all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director was permitted to participate in the approval of any transaction in which he was a related party, but that director was required to provide the audit committee with all material information concerning the transaction. Additionally, Andina required each of its directors and executive officers to complete an annual directors’ and officers’ questionnaire that elicited information about related party transactions.

These procedures were intended to determine whether any such related party transaction impaired the independence of a director or presented a conflict of interest on the part of a director, employee or officer.

Andina Related Person Transactions

In July 2015, Andina issued 1,150,000 initial shares of Andina to its initial shareholders for an aggregate purchase price of $25,000. The shares of Andina held by the initial shareholders included an aggregate of 150,000 shares of Andina repurchased for an aggregate purchase price of $0.01 and cancelled by Andina in December 2015 upon receiving notice that the underwriters’ over-allotment option was not exercised in full.

Prior to the closing of Andina’s initial public offering, a director advanced an aggregate of approximately $139,000 to cover expenses related to Andina’s formation and the initial public offering. Andina repaid this amount on December 1, 2015 from the proceeds received upon closing of the initial public offering. On April 28, 2017, the Company issued to A. Lorne Weil a $100,000 convertible promissory note. The loan was unsecured, non-interest bearing and is payable upon consummation of a business combination. Upon consummation of the Mergers, the loan was repaid.

In connection with the extensions of time to consummate a business combination, Andina’s officers and directors have loaned to Andina $0.03 for each public share that was not converted for each extension month utilized. Accordingly, an amount of approximately $469,628 has been loaned to Andina and deposited in the Trust Account for the extensions. The loans will not bear interest and will be repayable by Andina to Andina’s officers and directors upon consummation of an initial business combination. If an initial business combination had not been consummated by the required time period, the loans would have been forgiven unless Andina had funds available to it outside of the trust account to repay such loans.

Andina maintained its principal executive offices in office space provided to Andina at no cost by a third party affiliated with one of Andina’s directors.

Andina was also permitted to pay consulting fees to its officers, directors, shareholders or their affiliates for assisting Andina in consummating its initial business combination in an amount not to exceed an aggregate of $500,000.

Lazydays Related Person Transactions

Awards under Transaction Incentive Plan

Certain of Lazydays’ officers, directors and employees are eligible to receive compensation from Lazydays pursuant to its Transaction Incentive Plan (the “Transaction Incentive Plan”). The Transaction Incentive Plan provides for a bonus based on a formula in the event of a qualifying transaction. The consummation of the Mergers constituted a qualifying transaction under the Transaction Incentive Plan. The following directors of Lazydays (each a “Director Recipient” and collectively, the “Director Recipients”) received compensation under the Transaction Incentive Plan in connection with the consummation of the Mergers: (i) Jim Fredlake, (ii) Peter McDonald and (iii) Ray Nooyi. The aggregate value of the compensation ultimately payable under the Transaction Incentive Plan to the Director Recipients in connection with the consummation of the Mergers is based on the final amount of consideration paid after any applicable adjustments based on Lazydays working capital and debt as of the closing of the Mergers and any payments to the Company in respect of indemnification claims under the merger agreement. Assuming the release of all holdbacks and escrows and no adjustment to the purchase price, each Director Recipient is expected to receive an amount of compensation, payable in cash and Company common stock, with an aggregate value of approximately $220,402 under the Transaction Incentive Plan.

Lazydays’ Related-Party Transactions Policy and Procedure

Prior to the Mergers, Lazydays did not have a formal written policy or procedure for the review, approval or ratification of related party transactions and as a result its board of directors reviewed and considered the interests of its directors, executive officers and principal stockholders in its review and consideration of related person transactions.

Following the Mergers, our Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director was permitted to participate in the approval of any transaction in which he was a related party, but that director was required to provide the audit committee with all material information concerning the transaction. Additionally, we will require each of our directors and executive officers to complete an annual directors’ and officers’ questionnaire that will elicit information about related party transactions.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to securities. Under applicable SEC rules, a person is deemed to be the “beneficial owner” of a voting security if such person has (or shares) either investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days by any of a number of means, including upon the exercise of options or warrants or the conversion of convertible securities. A beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable or convertible within 60 days, have been exercised or converted.

Rights Offering

As of MarchOctober 23, 2018, 8,471,8852023, we had 17,431,605 shares of Common Stock issued and 14,019,383 shares of Common Stock outstanding, 600,000 shares of Series A Convertible Preferred Stock wereissued and outstanding and 300,357 Warrants issued and outstanding.
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In this Rights Offering, we are offering the Right to purchase 15,627,441 shares of Common stock. As a result, following the Rights Offering, we will have 33,059,046 shares of Common Stock issued and 29,646,824 shares of Common Stock outstanding, or, taking into account the expected exercise of the Warrants upon the consummation of this Rights Offering, we will have 33,059,046 shares of Common Stock issued and 30,114,585 shares of Common Stock outstanding.
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DESCRIPTION OF OUR CAPITAL STOCK
The following table sets forth information with respect tois a description of the beneficial ownershipmaterial terms of our Common Stock and Preferred Stock as of March 23, 2018, by (i) each of our directors and named executive officers, (ii) all of our directors and executive officers as a group, and (iii) each stockholder known by us to be the beneficial owner of more than 5% of our voting securities. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the voting securities beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the voting securities listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

Unless otherwise noted below, the address of each person listed on the table is c/o Lazydays Holdings, Inc., 6130 Lazy Days Blvd., Seffner, Florida 33584.

Name of Beneficial Owners Amount and Nature of Beneficial Ownership (Common Stock)  Percent of Class(1)  Amount and Nature of Beneficial Ownership (Series A Preferred Stock)  Percent of Class(2)  Percent of Total Voting Power(3) 
Directors and Executive Officers                    
William Murnane  206,123(4)  2.4%        1.4%
Maura Berney  6,428   *         * 
Ronald Fleming  9,933   *         * 
Jerry Comstock               
James J. Fredlake  5,329   *         * 
Jordan Gnat               
Bryan T. Rich, Jr.               
Erika Serow               
Christopher S. Shackelton  496,894(5)  5.5%  500,000(6)  83.3%  36.6%
B. Luke Weil  457,663(7)  5.4%        3.2%
All directors and executive officers as a group (10 persons)  1,181,807(8)  13.1%  500,000(9)  83.3%  41.0%
                     
5% or Greater Securityholders                    
                     
Coliseum Capital Partners, L.P.  363,241(10)  4.1%  365,511(11)  60.9%  27.0%
Wayzata Investment Partners LLC  2,359,905(12)  27.9%        16.4%
Park West Asset Management LLC  846,341(13)  9.99%  100,000(13)  16.7%  9.99%
Nokomis Capital Master Fund, L.P.  2,185,713(14)  21.4%        13.5%
Blackwell Partners LLC – Series A  133,653(15)  1.6%  134,489(16)  22.4%  10.1%
Common Pension Fund D  731,627(17)  8.6%        5.1%

*Less than 1 percent
(1)For purposes of this column, the number of shares of the class outstanding reflects the sum of: (i) 8,471,885 shares of Common Stock that were outstanding as of March 23, 2018 and (ii) the number of shares of Common Stock, if any, which the relevant person could acquire on exercise of options warrants, pre-funded warrants or conversion of the Series A preferred stock within 60 days of March 23, 2018.
(2)The purchasers of the Series A Convertible Preferred Stock in the PIPE Investment are entitled to vote upon all matters upon which holders of Common Stock have the right to vote and are entitled to the number of votes equal to the number of full shares of Common Stock into which such shares of Series A Convertible Preferred Stock could be converted at the then applicable conversion rate.
(3)The Percentage of Total Voting Power is calculated by dividing (A) the aggregate for the relevant person of (i) the number of outstanding 13D-3 shares of Common Stock and (ii) the number of shares of Common Stock that could be acquired upon the conversion of outstanding shares of Series A Convertible Preferred Stock, Subject to the beneficial ownership limitations contained therein by (B) the aggregate of (x) the number of shares of Common Stock currently issued and outstanding, (y) the aggregate number of shares of Common Stock that could be acquired upon the conversion of all of the shares of Series A Convertible Preferred Stock, subject to the beneficial ownership limitations contained therein and (z) the number of shares of Common Stock, if any, which the relevant person could acquire on exercise of options or warrants within 60 days of March 23, 2018.
(4)Includes 57,143 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $11.50 per share of Common Stock that are or will become exercisable within 60 days of March 23, 2018.
(5)Based on a Schedule 13D filed March 26, 2018 by Coliseum Capital Management, LLC (“CCM”), Coliseum Capital, LLC (“CC”), Coliseum Capital Partners, L.P. (“CCP”), Adam Gray, an individual, and Christopher Shackelton, an individual and director of the issuer (together, CCM, CC, CCP, Mr. Gray and Mr. Shackelton, “Coliseum”), which reported that, as of March 15, 2018, Coliseum beneficially owned 5,465,838 shares of Common Stock that consist of (i) 4,968,944 shares of Common Stock issuable upon the conversion of 500,000 shares of Series A Convertible Preferred Stock and (ii) 496,894 shares of Common Stock issuable upon the exercise of 496,894 warrants at an exercise price of $11.50 per whole share. CCM is the investment adviser to CCP, which is an investment limited partnership. CC is the general partner of CCP. Mr. Gray and Mr. Shackelton are the managers of CC and CCM. Coliseum has shared voting and dispositive power. The address for Coliseum is 105 Rowayton Avenue, Rowayton, Connecticut 06853.
(6)See clause (i) of footnote (5).
(7)Includes (i) 29,000 shares held indirectly by a limited liability company controlled by Mr. Weil and (ii) 37,000 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $11.50 per share of common stock that are or will become exercisable within 60 days of March 23, 2018.
(8)Includes an aggregate of 591,037 shares of Common Stock the directors and executive officers could acquire on the exercise of warrants within 60 days of March 23, 2018.
(9)Includes an aggregate of 500,000 shares of Series A Convertible Preferred Stock of the directors and executive officers that could be converted within 60 days of March 23, 2018 into 4,968,944 shares of Common Stock.
(10)See footnote (5). With respect to CCP, reflects 363,241 shares of Common Stock that could be acquired within 60 days upon the exercise of warrants that are currently exercisable.
(11)See footnote (5). With respect to CCP, reflects 3,632,407 shares of Common Stock that could be acquired within 60 days upon the conversion of 365,511 shares of Series A Convertible Preferred Stock.
(12)Based on a Schedule 13D filed March 22, 2018 by Wayzata Investment Partners LLC (“Investment Manager”), Patrick J. Halloran, an individual, Wayzata Opportunities Fund II, L.P. (“Opportunities Fund II”), and Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Offshore” and together with Investment Manager, Mr. Halloran and Opportunities Fund II”, “Wayzata”), which reported that, as of March 15, 2018, Wayzata beneficially owned 2,359,905 shares of Common Stock and shares voting and dispositive power over such shares. The address for Wayzata is c/o Wayzata Investment Partners LLC, 701 East Lake Street, Suite 300, Wayzata, Minnesota 55391.
(13)Based on a Schedule 13G filed March 26, 2018 by Park West Asset Management LLC (“PWAM”), Park West Investors Master Fund, Limited (“PWIMF”) and Peter S. Park, an individual. The Schedule 13G reported PWAM is the investment manager to PWIMF and Park West Partners International, Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”). Mr. Park is the sole member and manager of PWAM. As of March 15, 2018, (I) PWIMF’s beneficial ownership included (i) 750,000 shares of Common Stock, (ii) an aggregate of 596,707 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $11.50 per share, (iii) 266,612 shares of Common Stock issuable upon the exercise of prefunded warrants and (iv) 88,954 shares of Series A preferred stock convertible into an aggregate of 884,014 shares of common stock, subject in each case to the limitations described below; and (II) PWPI’s beneficial ownership included (i) 92,500 shares of Common Stock, (ii) an aggregate of 74,100 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $11.50 per share, (iii) 33,745 shares of Common Stock issuable upon the exercise of prefunded warrants and (iv) 11,046 shares of Series A preferred stock convertible into an aggregate of 109,773 shares of common stock, subject in each case to the limitations described below. The prefunded warrants, warrants and preferred stock are all subject to exercise and conversion limitations prohibiting the exercise or conversion of each security to the extent that it would result in the holder, or any of its affiliates being deemed to beneficially own in excess of 9.99% of the then–outstanding shares of common stock. As a result of the foregoing, for purposes of Rule 13d-3 of the Exchange Act, PWAM and Mr. Park may be deemed to beneficially own 846,341 shares of Common Stock deemed held in the aggregate by the PW Funds, or approximately 9.99% of the shares of Common Stock deemed to be issued and outstanding as of the date of this prospectus. Park Reporting Person shares voting and dispositive power over such shares. The address for PWAM, the park west Funds and Mr. Park is 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.

(14)Includes (i) 728,571 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $11.50 per share of Common Stock and (ii) 1,039,142 shares of Common Stock issuable upon the exercise of prefunded warrants that are or will become exercisable within 60 days of March 23, 2018. The warrants and prefunded warrants are subject to exercise limitations prohibiting the exercise of each security to the extent that it would result in the holder or any of its affiliates being deemed to beneficially own in excess of 9.99% of the then outstanding shares of common stock. The business address of Nokomis Capital Master Fund, L.P. is 2305 Cedar Springs Road, #420, Dallas, TX 75201.
(15)See footnote (5). With respect to Blackwell Partners LLC - Series A, a separate account investment advisory client of CCM (the “Separate Account”), reflects 133,653 shares of Common Stock that could be acquired within 60 days upon the exercise of warrants that are currently exercisable.
(16)See footnote (5). With respect to Blackwell Partners LLC - Series A, reflects 1,336,537 shares of Common Stock that could be acquired within 60 days upon the conversion of 134,489 shares of Series A Convertible Preferred Stock.
(17)Based on a Schedule 13G filed on March 22, 2018 by The Division of Investment, Department of the Treasury, State of New Jersey, which reported that, as of March 15, 2018, The Division of Investment beneficially owned 731,627 shares of Common Stock with sole voting and dispositive power over such shares. The Division of Investment is a government entity which manages and invests monies of the Consolidated Police & Firemen Pension Fund, the Judicial Retirement System, the Police & Firemen Retirement System, the Prison Officer Pension Fund, the Public Employee Retirement System, the State Police Retirement System and the Teacher Pension & Annuity Fund, the State of New Jersey Cash Management Fund, Supplemental Annuity Collective Trust (a 403b plan), a portion of the NJBEST Fund (a 529 college savings plan) as well as several funds under the New Jersey State Employees Deferred Compensation Program (a 457 plan). The address of the Division of Investment is 50 West State Street, 9thFloor, PO Box 290, Trenton, New Jersey 08625-0290.

PLAN OF DISTRIBUTION

Each Selling Securityholder (the “Selling Securityholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market for such securities or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Securityholder may use any one or more of the following methods when selling securities:

ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;
block trades in which the broker dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker dealer as principal and resale by the broker dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
settlement of short sales;
in transactions through broker dealers that agree with the Selling Securityholders to sell a specified number of such securities at a stipulated price per security;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
a combination of any such methods of sale; or
any other method permitted pursuant to applicable law.

The Selling Securityholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker dealers engaged by the Selling Securityholders may arrange for other brokers dealers to participate in sales. Broker dealers may receive commissions or discounts from the Selling Securityholders (or, if any broker dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Bylaws (the “Bylaws”), and our Certificate of Designations of Series A Preferred Stock (the “Certificate of Designation”), which govern the rights of our Common Stock and preferred stock. This description is only a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connectionsummary. You should read it together with the saleCertificate of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions,Incorporation, Bylaws, and Certificate of Designation, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Securityholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incidentincluded as exhibits to the registration of the securities. The Company has agreed to indemnify the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the dateCompany’s Annual Report on which the securities may be resold by the Selling Securityholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirementForm 10-K for the Company to be in compliance with the current public information under Rule 144 (including Rule 144(i)(2)) under the Securities Act or any other ruleyear ended December 31, 2022 and incorporated by reference herein.

General
Our Certificate of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

Our constitutional documents provideIncorporation provides for the issuance of 100,000,000 shares of common stock,Common Stock, par value $.0001,$0.0001 per share, and 5,000,000 shares of preferred stock, par value $.0001.$0.0001 per share. As of March 29, 2018,October 23, 2023, we had 8,471,88514,019,383 shares of common stockCommon Stock outstanding and 600,000 shares of Series A preferred stockPreferred Stock outstanding.

Common Stock

The holders of our common stockCommon Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders.

There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of our shares voted for the election of directors can elect all of the directors.

Holders of our common stockCommon Stock do not have any conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to our common stock.

Common Stock.

We have not paid any cash dividends on our Common Stock and do not plan to pay any cash dividends on our Common Stock in the foreseeable future. Our shares of common stock are listedBoard will determine our future dividend policy on the NASDAQ Capital Marketbasis of many factors, including results of operations, capital requirements, and general business conditions, subject to any restrictions under our credit facility and the symbol “LAZY.” We cannot assure youCertificate of Designations for the Series A Preferred Stock.
Our Board currently consists of eight (8) directors who are divided into three classes including two (2) directors designated by the holders of the Series A Preferred Stock. Directors in each class serve a three-year term. The terms of each class expire at successive annual meetings so that the stockholders elect one class of directors at each annual meeting. The current classification of our common stock will continue to be listed onBoard is: (i) Class A – has two (2) directors with a term expiring at the NASDAQ Capital Market as we might not in2025 annual meeting of stockholders; (ii) Class B – has three (3) directors with a term expiring at the future meet certain continued listing standards.

2026 annual meeting of stockholders; and (iii) Class C – has three (3) directors with a term expiring at the 2024 annual meeting of stockholders.

Preferred Stock

Our certificateCertificate of incorporationIncorporation authorizes the issuance of 5,000,000 shares of blank check preferred stock with such designations, rights and preferences as may be determined from time to time by our boardBoard. Any designated series of directors. preferred stock shall have such powers, designations, preferences and relative, participation or optional or other special rights and qualifications, limitations or restrictions as shall be expressed in the resolution adopted by the Board. Once designated by our Board, each series of preferred stock will have specific financial and other terms that will be described in a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is not complete without reference to the documents that govern the preferred stock. These include our Certificate of Incorporation and any certificates of designation that our Board may adopt. Prior to the issuance of shares of each series of preferred stock, the Board is required by the Delaware General Corporation Law (“DGCL”) and our Certificate of Incorporation to adopt resolutions and file a certificate of designations with the Secretary of State of the State of Delaware. The certificate of designations fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following: (i) entitled to voting powers, full or limited; (ii) subject to redemption at such time or times and at such price or prices as our Board may establish; (iii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series as our Board may establish; (iv) entitled to such rights upon the dissolution of us, or upon any distribution of our assets, as our Board may establish; or (v) convertible into, or exchangeable for,
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shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of ours at such price or prices or at such rates of exchange and with such adjustments as our Board may establish.
Series A Preferred Stock
In connection with the PIPE Investment,investment on March 15, 2018, we designated 600,000 shares as Series A Preferred Stock.

The material terms of the Series A Preferred Stock are as follows:

The Series A Preferred Stock ranks senior to all outstanding capital stock of the Company. Except as required by law or by the Certificate of Designation, holders of the Series A Preferred Stock will be entitled to vote on an as-converted basis together with the holders of our common stock,Common Stock, and not as a separate class, at any annual or special meeting of Company stockholders. However, the Certificate of Designation provides holders of the Series A Preferred Stock with a separate vote requiring the vote or consent of a majority of the Series A Preferred Stock (unless otherwise waived by a majority of the Series A Preferred Stock) relating to certain actions, including: (i) the liquidation, dissolution or winding up of the Company if the holders of Series A Preferred Stock will not have the option to receive the full liquidation preference; (ii) any amendment or repeal of the Certificate of Incorporation or Bylaws that adversely modifies the rights, preferences, privileges or voting powers of the Series A Preferred Stock; (iii) any authorization or issuance of a new class of securities having rights, preferences or privileges senior to or on parity with the Series A Preferred Stock: (iv) any increase or decrease in the authorized number of Series A Preferred Stock; (v) any increase in the number of members of the Board above eight (8); (vi) certain issuances of senior indebtedness or certain incurrences of floor plan financing; (vii) any sale or agreement to license any material asset or material portion of the assets of the Company or any subsidiary other than in the ordinary course of business; (viii) the making of capital expenditures during any four consecutive fiscal quarters in excess of 25% of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for such four (4) fiscal quarters; (ix) any change by the Company or any subsidiary in its principal line of business or entry into an additional line of business; and (x) the appointment of any Chief Executive Officer, other than William Murnane.
The Series A Preferred Stock will be convertible into shares of our common stockCommon Stock at the holder’s election at any time, at anand such holder will receive such number of shares of Common Stock as is equal to the product obtained by multiplying the conversion rate then in effect by the number of shares of Series A Preferred Stock being converted, plus cash in lieu of fractional shares. The conversion rate is calculated as the quotient obtained by dividing the liquidation preference then in effect by the conversion price. Currently, the conversion rate is 9.9378882 calculated by dividing the liquidation preference currently in effect of $100 by the initial conversion price of $10.0625 per share of common stock, subject to adjustment (as may be adjusted, the “Conversion Price”).$10.0625. The Conversion Priceconversion price will be subject to adjustment for stock dividends, forward and reverse splits, combinations and similar events, as well as for certain dilutive issuances.

Holders of Series A Preferred Stock, waived those rights in connection with this Rights Offering. The liquidation preference and initial conversion price are set forth in the Certificate of Designation and were determined based on the valuation of the securities of Andina taking into account the impact of the Mergers and the rights and preferences of the Series A Preferred Stock. As a result, the 600,000 shares of Series A Preferred Stock are convertible into 5,962,733 shares of Common Stock (this excludes accrued dividends which the Company may elect to pay in cash or shares of Common Stock).

Dividends on the Series A Preferred Stock will accrue at an initial rate of 8% per annum (the “Dividend Rate”), compounded quarterly, and be payable quarterly in arrears.arrears on January 1, April 1, July 1 and October 1 of each year (unless any such day is not a business day, in which event such preferred dividends shall be payable on the next succeeding business day, without accrual to the actual payment date). If we do not declare and pay dividends on any dividend payment date, such accrued and unpaid dividends, until paid in full in cash, will accrue at the then applicable Dividend Rate plus 2%. The Dividend Rate will be increased to 11% per annum, compounded quarterly, in the event our senior indebtedness less unrestricted cash during any trailing twelve month period ending at the end of any fiscal quarter is greater than 2.25 times EBITDA (as defined in the Certificate of Designations of the Series A Preferred Stock) for such preceding twelve (12)-month period. The Dividend Rate will be reset to 8% at the end of the first fiscal quarter when our senior indebtedness less unrestricted cash during the trailing twelve month period ending at the end of such quarter is less than 2.25 times EBITDA for such preceding twelve (12)-month period.
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If, at any time following the second anniversary of the issuance of the Series A Preferred Stock, the volume weighted average price of our common stockCommon Stock equals or exceeds $25.00 (as adjusted for stock dividends, splits, combinations and similar events) for a period of thirty consecutive trading days, we may force the conversion of any or all of the outstanding Series A Preferred Stock at the Conversion Priceconversion price then in effect. From and after the eighth anniversary of the issuance of the Series A Preferred Stock, we may elect to redeem all, but not less than all, of the outstanding Series A Preferred Stock in cash at the stated value thereof plus all accrued and unpaid dividends. From and after the ninth anniversary of the issuance of the Series A Preferred Stock, each holder of Series A Preferred Stock has the right to require us to redeem all of such holder’s outstanding shares of Series A Preferred Stock in cash at the stated value thereof plus all accrued and unpaid dividends.

In the event of any liquidation, merger, sale, dissolution or winding up of the Company, holders of the Series A Preferred Stock will have the right to (i) payment in cash ofequal to the stated valueliquidation preference thereof plus all accrued and unpaid dividends, or (ii) convert the shares of Series A Preferred Stock into our common stockCommon Stock and participate on an as-converted basis with our holders of common stock.

Common Stock.

So long as the Series A Preferred Stock is outstanding, the holders thereof, by the vote or written consent of the holders of a majority in voting power of the outstanding Series A Preferred Stock, shall have the right to designate two members to our boardBoard.
The holders of directors.

Series A Preferred Stock may elect in writing to the Company to be subject to a beneficial ownership limitation, initially set at 9.99% (but which may subsequently be set at a higher or lower percentage by the electing holder) of the shares of Common Stock then outstanding after giving effect to the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock held by such holder. If a holder of the Series A Preferred Stock has elected to be subject to a beneficial ownership limitation, the Company shall not effect any conversion of the Series A Preferred Stock and the holder shall not have any right to convert any portion of the Series A Preferred Stock if after giving effect to such conversion, the holder would beneficially own in excess of its then applicable beneficial ownership limitation.

The securities purchase agreement entered into in connection with the sale of the Series A Preferred Stock also includes the following rights:
Subject to applicable securities laws and regulations, any purchaser that continues to hold Series A Preferred Stock convertible into 5% or more of the then issued and outstanding shares of our Common Stock shall also have a preemptive right to purchase its pro rata share of all equity securities that we may, from time to time, propose to sell and issue after the consummation of the Mergers (subject to certain exceptions), including this Rights Offering.
If we seek to consummate any debt financings (other than (i) non-distressed floor plan financings on customary terms and conditions and with an interest rate of not greater than 5% per annum, (ii) the replacement or refinancing of existing indebtedness where the replaced or refinanced indebtedness does not exceed the existing amount of indebtedness and are not on terms materially worse than the indebtedness being replaced or refinanced, and (iii) advances or other extensions of credit under a revolving credit facility or floor plan credit facility) after the consummation of the Mergers, Coliseum Capital Management, LLC shall be entitled to a right of first refusal to provide the funding necessary for such debt financings provided that it still holds an aggregate of at least $10 million of the Series A Preferred Stock. Coliseum Capital Management, LLC will have a period of 15 business days to notify us of its intention to exercise its right.
There are no sinking fund provisions applicable to our shares of Series A Preferred Stock.
Registration Rights
We are party to a registration rights agreement pursuant to which certain stockholders have been granted certain demand and “piggy-back” registration rights with respect to their securities. Additionally, the investors who simultaneously with the closing of our merger purchased convertible preferred stock, common stock and warrants for an aggregate purchase price of $94.8 million (the “PIPE Investment”) were granted registration rights pursuant to which we filed a registration statement covering the resale of granted securities. This resale registration statement is currently effective. In connection with such registration rights for the PIPE Investment, we agreed to pay all fees and expenses incident to the performance of the registration rights, including any underwriting commissions, broker fees or similar fees and commissions.
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Provisions of Delaware Law, the Certificate of Incorporation and Bylaws
Provisions of the DGCL, the Certificate of Incorporation, the Bylaws and other relevant documents described below could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.
Delaware Anti-Takeover Statute. We have elected to be subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15 percent or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board, including discouraging attempts that might result in a premium over the market price for the shares of Common Stock.
Limitation of Liability and Indemnification of Officers and Directors. Subject to certain exceptions, the DGCL authorizes corporations to limit or eliminate the personal liability of directors or officers to corporations and their stockholders for monetary damages for breaches of directors’ or officers’ fiduciary duties as directors or officers. The Certificate of Incorporation and Bylaws include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of the Company, or for serving at our request as a director or officer or in another position at another corporation or enterprise, as the case may be. The Bylaws also provide that we must advance expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit, or proceeding, subject to our receipt of an undertaking by or on behalf of such officer or director to repay amounts advanced if it is ultimately determined that such director or officer is not entitled to indemnification by the Company. We are also expressly authorized to carry directors’ and officers’ liability insurance.
The limitation of liability and indemnification provisions in the Certificate of Incorporation and the Bylaws may discourage stockholders from bringing a lawsuit against directors or officers for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. We may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Authorized but Unissued Shares of Common Stock. Our authorized but unissued shares of Common Stock will be available for future issuance without approval by the holders of Common Stock. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, employee benefit plans and as consideration for or to finance future acquisitions, investments or other purposes. The existence of authorized but unissued shares of Common Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Undesignated Preferred Stock. Our Certificate of Incorporation and Bylaws authorize 5,000,000 shares of undesignated preferred stock and 600,000 of these shares have been designated as Series A Preferred Stock. As a result, our Board may, without the approval of holders of Common Stock, issue 4,400,000 shares of preferred stock with super voting, special approval, dividend or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control or management of the Company.
Classified Board. As discussed above, our Board currently consists of eight (8) directors who are divided into three classes. Pursuant to the Certificate of Incorporation, directors in each class serve a three-year term. The
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Subject to applicable securities laws and regulations, any purchaser that continues to hold Series A Preferred Stock convertible into 5% or more of the then issued and outstanding shares of our common stock shall also have a preemptive right to purchase its pro rata share of all equity securities that we may, from time to time, propose to sell and issue after the consummation of the Mergers (subject to certain exceptions).
If we seek to consummate any debt financings (other than (i) non-distressed floor plan financings on customary terms and conditions and with an interest rate of not greater than 5% per annum, (ii) the replacement or refinancing of existing indebtedness where the replaced or refinanced indebtedness does not exceed the existing amount of indebtedness and are not on terms materially worse than the indebtedness being replaced or refinanced, and (iii) advances or other extensions of credit under a revolving credit facility or floor plan credit facility) after the consummation of the Mergers, the purchasers of the Series A Preferred Stock shall be entitled to a right of first refusal to provide the funding necessary for such debt financings provided that such purchasers still hold an aggregate of at least $10 million of the Series A Preferred Stock. The holders of the Series A Preferred Stock will have a period of 15 business days to notify us of its intention to exercise its right.

If we receive in excess of $1 million as a result of indemnification claims made in respect of certain breaches of representations and warranties of Lazy Days’ R.V. Center, Inc. under the merger agreement, the holders of the Series A Preferred Stock shall have a right to require us to utilize such amounts in excess of the $1 million to redeem their
terms of each class expire at successive annual meetings so that the stockholders elect one class of directors at each annual meeting. The classified board provisions in the Certificate of Incorporation could make it more difficult to acquire us by means of a proxy contest or to remove incumbent directors.
Exclusive Forum. Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware, or if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Section 27 of the Securities Exchange Act of 1934, as amended, provides for exclusive federal jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and as such the exclusive jurisdiction clauses set forth above would not apply to such suits. Furthermore, Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such the exclusive jurisdiction clauses set forth above would not apply to such suits.
Listing
Our shares of Common Stock are listed on the Nasdaq Capital Market under the symbol “LAZY.” We cannot assure you that our Common Stock will continue to be listed on the Nasdaq Capital Market as we might not meet certain continued listing standards in the future. Our shares of Series A Preferred Stock for the liquidation preference of such shares.

Our Shares of Series A preferred Stock are currently not listed or traded in any exchange or market place.

Our board has the power, without stockholder approval, to issue the remaining preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of the Company.

Warrants

As of March 29, 2018, 4,658,937 warrants are outstanding. The resale of 3,843,436 warrants is being registered hereunder, of those 1,339,499 are pre-funded warrants. The description that follows is of the warrants and pre-funded warrants covered by this registration statement, The warrants became exercisable on March 15, 2018 (the date of the consummation of our initial business combination and the pre-funded warrants have an exercise price of $0.01 and the other warrants have an exercise price of $11.50). Warrants may be exercised for cash or, at the option of the holder, on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act by surrendering the warrants for that number of shares of common stock as determined under the warrants. The warrants covered by this registration statement expire March 15, 2023 (five years following the date of consummation of our initial business combination) at 5:00 p.m., New York City time, except for the pre-funded warrants that do not have an expiration date.

We may call the warrants for redemption (excluding the pre-funded warrants) in whole and not in part, at a price of $0.01 per warrant,

at any time while the warrants are exercisable;
upon not less than 30 days’ prior written notice of redemption to each warrant holder;
if, and only if, the reported last sale price of our common stock equals or exceeds $24.00 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders; and
if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption.

The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

The exercise price and number of shares of our common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of our common stock at a price below their respective exercise prices.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of our common stock or any voting rights unless and until they exercise their warrants and receive shares of our common stock. After the issuance of shares of our common stock upon exercise of the warrants, each holder will be entitled to one vote for each share of our common stock held of record on all matters to be voted on by stockholders.

Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.99% of the shares of our common stock outstanding.

No fractional shares of or common stock will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share of the Company, the Company will, upon exercise, follow the requirements of the DGCL.

The warrants are not currently listed or traded on any exchange or marketplace.

marketplace and we do not intend to apply for listing or quotation of our Series A Preferred Stock on any exchange or marketplace in the future.

Transfer Agent and Warrant Agent

The transfer agent for our shares of common stock and warrant agent for our warrantsCommon Stock is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of the material U.S. federal income tax consequences of the receipt and exercise (or expiration) of the Rights acquired through the Rights Offering and the ownership and disposition of shares of our Common Stock received upon exercise of the Rights and constitutes the opinion of Paul Hastings LLP. This discussion does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the Rights or shares of our Common Stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the receipt of Rights through the Rights Offering by persons holding shares of our Common Stock, Series A Preferred Stock or Warrants entitled to receive Rights pursuant to this Rights Offering, the exercise (or expiration) of the Rights, and the acquisition, ownership and disposition of shares of our Common Stock acquired upon exercise of the Rights.
This discussion is limited to the Rights acquired through the Rights Offering and shares of our Common Stock acquired upon exercise of Rights, in each case, that are held as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the alternative minimum tax, the unearned income Medicare contribution tax, estate or gift tax consequences or the indirect effects on holders of interests in a beneficial owner of the Rights. In addition, it does not address consequences relevant to holders subject to particular rules, including, without limitation:
U.S. expatriates and former citizens or long-term residents of the United States;
persons holding the Rights, shares of our Common Stock, Series A Preferred Stock or Warrants as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
banks, insurance companies, and other financial institutions;
brokers, dealers or traders in securities or currencies or traders that elect to mark-to-market their securities;
“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
partnerships or other entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes (and investors therein);
real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations or governmental organizations;
persons deemed to sell the Rights, shares of our Common Stock, Series A Preferred Stock or Warrants under the constructive sale provisions of the Code;
persons subject to special tax accounting rules as a result of any item of gross income being taken into account in an applicable financial statement (as defined in the Code);
persons for whom our stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code;
persons who received, hold or will receive shares of our Common Stock, Series A Preferred Stock, Warrants or the Rights pursuant to the exercise of any employee stock option or otherwise as compensation and persons who hold restricted Common Stock;
tax-qualified retirement plans; and
U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar.
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If an entity treated as a partnership for U.S. federal income tax purposes holds shares of our Common Stock, Series A Preferred Stock, Warrants, the Rights or shares of our Common Stock acquired upon exercise of Rights, as the case may be, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE RECEIPT, OWNERSHIP AND COUNSEL

No expert namedEXERCISE OF RIGHTS AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES OF OUR COMMON STOCK ACQUIRED UPON EXERCISE OF RIGHTS ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Tax Considerations Applicable to U.S. Holders
Definition of a U.S. Holder
For purposes of this discussion, a “U.S. Holder” is any beneficial owner of shares of our Common Stock, our Series A Preferred Stock, our Warrants, our Rights or shares of our Common Stock acquired upon exercise of Rights, as the case may be, that, for U.S. federal income tax purposes, is or is treated as any of the following:
an individual who is a citizen or resident of the United States;
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person (within the meaning of Section 7701(a)(30) of the Code) for U.S. federal income tax purposes.
Receipt of Rights
The authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right and the distribution of Rights to holders of Series A Preferred Stock and Warrants). A U.S. Holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock and should not be treated as a taxable distribution with respect to such holder’s Series A Preferred Stock or Warrants, as applicable, for U.S. federal income tax purposes. Section 305(a) of the Code generally provides that the receipt by a shareholder of a right to acquire stock or warrants is not included in the taxable income of the shareholder; however, the general non-recognition rule in Section 305(a) of the Code is subject to exceptions described in Section 305(b) of the Code, which include “disproportionate distributions.” A disproportionate distribution is generally a distribution or a series of distributions, including deemed distributions, that has the effect of the receipt of cash or other property by some shareholders (including holders of rights to acquire stock and holders of debt instruments convertible into stock) and an increase in the proportionate interest of other shareholders (including holders of rights to acquire stock and holders of debt instruments convertible into stock) in a corporation’s assets or earnings and profits.
During the last 36 months, the Company has made quarterly dividend payments to holders of Series A Preferred Stock and holders of Common Stock may be treated as having received an increase in their proportionate interest in the Company’s assets or earnings and profits through a decrease in the conversion ratio with respect to both the Series A Preferred Stock and Warrants.
As described above under “Description of Our Capital Stock—Preferred Stock—Series A Preferred Stock,” our Series A Preferred Stock is convertible into 5,962,733 shares of Common Stock and is entitled to participate in this registrationRights Offering on an as-converted basis. If any of our Series A Preferred Stock does not convert into shares of our Common Stock prior to the record date of this Rights Offering and therefore participates in the
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Rights Offering on an as-converted basis, the issuance of the Rights pursuant to this Rights Offering would not qualify as a non-taxable distribution under Section 305 of the Code if the Series A Preferred Stock is treated as preferred stock for purposes of Section 305 of the Code. Although not free from doubt, we believe that the Series A Preferred Stock does not constitute preferred stock for purposes of Section 305 of the Code.
If this Rights Offering is a taxable distribution, with respect to any shareholder, then the fair market value of such U.S. Holder’s increase in the share of earnings and profits of the Company would be taxable to such U.S. Holders as a dividend to the extent of the U.S. Holder’s pro rata share of the Company’s current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have current and accumulated earnings and profits through the end of 2023. Further, if the Rights issuance is treated as a taxable distribution, the treatment of holders of Warrants is not clear, and it may differ from, and may be more adverse than, the treatment of the Rights distribution to the U.S. Holders of Common Stock.
Tax Basis in the Rights
If the Rights issuance pursuant to this Rights Offering is treated as a non-taxable distribution and if the fair market value of the Rights a U.S. Holder receives is less than 15% of the fair market value of the U.S. Holder’s existing shares of Common Stock or Warrants, in each case, with respect to which the Rights are distributed on the date the U.S. Holder receives the Rights, Section 307(b) of the Code provides that the Rights will be allocated a zero tax basis for U.S. federal income tax purposes, unless the U.S. Holder elects to allocate the tax basis in the holder’s existing shares of Common Stock or Warrants between the existing shares of Common Stock and the Rights in proportion to the relative fair market values of the existing shares of Common Stock or Warrants and the Rights determined on the date of receipt of the Rights. If a U.S. Holder chooses to allocate tax basis between the holder’s existing shares of Common Stock or Warrants and the Rights, the U.S. Holder must make this election on a statement as having prepared or certified any part hereof, nor any counselincluded with the holder’s timely filed U.S. federal income tax return (including extensions) for the registranttaxable year in which the U.S. Holder receives the Rights. Such an election is irrevocable.
However, if the fair market value of the Rights a U.S. Holder receives is 15% or selling securityholders namedmore of the fair market value of the holder’s existing shares of Common Stock or Warrants on the date the U.S. Holder receives the Rights, then the U.S. Holder must allocate tax basis in the existing shares of Common Stock or Warrants between those shares and the Rights the U.S. Holder receives in proportion to their fair market values determined on the date the U.S. Holder receives the Rights. Please refer to the discussion below regarding the U.S. tax treatment of a U.S. Holder that, at the time of the receipt of the Right, no longer holds the Common Stock or Warrants with respect to which the Right was distributed.
If the Rights issued pursuant to this Rights Offering are treated as a taxable distribution, then the U.S. Holder will receive the Rights with a basis equal to their fair market value on the date of the distribution for U.S. federal income tax purposes.
The fair market value of the Rights on the date that the Rights are distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of the Rights on that date. In determining the fair market value of the Rights, U.S. Holders should consider all relevant facts and circumstances, including, without limitation, any difference between the subscription price of the Rights and the trading price of our shares of Common Stock on the date that the Rights are distributed, the exercise price of the Warrants, the fair market value and the length of the period during which the Rights may be exercised and the fact that the Rights are non-transferable.
Exercise of Rights
A U.S. Holder will not recognize gain or loss upon the exercise of a Right received in the Rights Offering. A U.S. Holder’s adjusted tax basis, if any, in the Right plus the subscription price will establish the U.S. Holder’s initial tax basis for U.S. federal income tax purposes in the shares of Common Stock received upon exercise of such U.S. Holder’s Right. The holding period of a share of Common Stock acquired upon exercise of a Right in the Rights Offering will begin on the date of exercise.
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If, at the time of the receipt or exercise of the Right, the U.S. Holder no longer holds the Common Stock or Warrants with respect to which the Right was distributed, then certain aspects of the tax treatment of the receipt and exercise of the Right are unclear, including (1) the allocation of the tax basis between the shares of our Common Stock or Warrants previously sold and the Right, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect to the shares of our Common Stock or Warrants previously sold, and (3) the impact of such allocation on the tax basis of the shares of our Common Stock acquired upon exercise of the Right. Furthermore, if you exercise the Rights and sell other shares of our Common Stock or Warrants within the 61-day period beginning 30 days before the exercise date and ending 30 days after the exercise date, the “wash sale” rules may disallow the recognition of any loss upon the sale of our Common Stock or Warrants. If a U.S. Holder exercises a Right received in the Rights Offering after disposing of shares of our Common Stock or Warrants with respect to which the Right is received, the U.S. Holder should consult its own tax advisor.
Expiration of Rights
If the receipt of Rights pursuant to this Rights Offering is not taxable and if a U.S. Holder allows Rights received in the Rights Offering to expire, the U.S. Holder should not recognize any gain or loss for U.S. federal income tax purposes, and the U.S. Holder should re-allocate any portion of the tax basis in its existing Common Stock or Warrants previously allocated to the Rights that have expired to such U.S. Holder’s existing shares of Common Stock or Warrants.
If the receipt of Rights pursuant to this Rights Offering is taxable and a U.S. Holder allows the Rights received in this prospectusRights Offering to expire, then such U.S. Holder should recognize a short-term capital loss equal to such U.S. Holder’s tax basis in the expired Rights. A U.S. Holder’s ability to use any capital loss may be subject to limitations.
Distributions on Common Stock
As described in the section titled “Market Price of and Dividends on Common Stock—Dividends,” we do not anticipate declaring or paying cash dividends to holders of our Common Stock in the foreseeable future. However, if we do make distributions of cash or property on our Common Stock, such distributions will constitute dividends to the extent paid out of our current or accumulated earnings and profits, as having givendetermined for U.S. federal income tax purposes. Dividends received by a corporate U.S. Holder may be eligible for a dividends received deduction, subject to applicable limitations. Dividends received by certain non-corporate U.S. Holders, including individuals, are generally taxed at the lower applicable capital gains rate, provided that certain holding period and other requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital and first be applied against and reduce a U.S. Holder’s adjusted tax basis in its Common Stock, as the case may be, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale, Exchange or Other Disposition of Common Stock.”
Sale, Exchange or Other Disposition of Common Stock
Upon a sale, exchange, or other taxable disposition of our Common Stock, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized (not including any amount attributable to declared and unpaid dividends, which will be taxable to U.S. Holders who have not previously included such dividends in income as described above under “—Distributions on Common Stock”) and the U.S. Holder’s adjusted tax basis in our Common Stock. Such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for our Common Stock exceeded one year at the time of disposition. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally are subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations.
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Information Reporting and Backup Withholding
A U.S. Holder may be subject to information reporting and backup withholding when such holder receives dividend payments (including constructive dividends) or receives proceeds from the sale or other taxable disposition of the shares of our Common Stock acquired through the exercise of Rights. Certain U.S. Holders are exempt from backup withholding, including certain corporations and certain tax-exempt organizations. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt (or fails to properly establish an opinionexemption) and such holder:
fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;
furnishes an incorrect taxpayer identification number;
is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or
fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.
Tax Considerations Applicable to Non-U.S. Holders
For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of shares of our Common Stock, our Series A Preferred Stock, our Warrants, our Rights or shares of our Common Stock acquired upon exercise of Rights, as the case may be, that is neither a U.S. Holder nor an entity treated as a partnership (or other pass-through entity treated as a partnership) for U.S. federal income tax purposes.
Receipt, Exercise and Expiration of the Rights
As discussed above under “—Tax Considerations Applicable to U.S. Holders—Receipt of Rights,” it is unclear whether a Non-U.S. Holder’s receipt of Rights pursuant to the Rights Offering would be treated as a non-taxable distribution with respect to its existing shares of Common Stock (including shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the record date) or Warrants, as applicable, for U.S. federal income tax purposes. If treated as a non-taxable distribution, Non-U.S. Holders will not be subject to U.S. federal income tax (or any withholding thereof) on the receipt, exercise, or expiration of the Rights.
If the receipt of Rights is treated as a taxable distribution, the fair market value of the Rights would be taxable to Non-U.S. Holders of our Common Stock as a dividend subject to withholding tax to the extent of the Non-U.S. Holder’s pro rata share of the Company’s current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. The Company believes that it may have current and accumulated earnings and profits through the end of 2023. Non-U.S. Holders will not be subject to U.S. federal income tax (or any withholding thereof) on the exercise of the Rights. However, if the receipt of the Rights is taxable and the Non-U.S. Holder allows the Rights to expire, then such shareholder should recognize a short-term capital loss equal to such Non-U.S. Holder’s tax basis in the Rights. A Non-U.S. Holder’s ability to use any capital loss may be subject to limitations.
Distributions on Common Stock
As described in the section titled “Market Price of and Dividends on Common Stock—Dividends,” we do not anticipate declaring or paying cash dividends to holders of our Common Stock in the foreseeable future. However, if we do make distributions of cash or property on our Common Stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its Common Stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Disposition of Common Stock.”
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Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided that the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.
If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.
Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular U.S. corporate tax rate. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% as well (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.
Sale or Other Disposition of Common Stock
A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the validitysale or other taxable disposition of our Common Stock unless:
the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);
the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the securities being registered hereunderdisposition and certain other requirements are met; or
our Common Stock constitutes a U.S. real property interest (“USRPI”) by reason of our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.
Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. corporate tax rate. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% as well (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.
A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other legal matterstaxable disposition of our Common Stock, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided that the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.
With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our Common Stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if our Common Stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of our Common Stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.
Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.
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Information Reporting and Backup Withholding
Payments of dividends on our Common Stock will not be subject to backup withholding, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person (within the meaning of Section 7701(a)(30) of the Code) and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions (including deemed distributions) on our Common Stock paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Common Stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person (within the meaning of Section 7701(a)(30) of the Code) or the holder otherwise establishes an exemption. Proceeds of a disposition of our Common Stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.
Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.
Additional Withholding Tax on Payments Made to Foreign Accounts
Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends (including deemed dividends) on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our Common Stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.
Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends (including deemed dividends) on our Common Stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.
Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Common Stock.
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PLAN OF DISTRIBUTION
Beginning on or about November 21, 2023, we will distribute the Rights Certificates, Notices of Guaranteed Delivery, as applicable, and copies of this prospectus to individuals who owned shares of our Common Stock, the Warrants or the Series A Preferred Stock as of the Record Date.
If your shares are held in the name of a custodian bank, broker, dealer or other nominee, then you should send your subscription documents and subscription payment to that record holder. If you are the record holder, then you should send your subscription documents, Rights Certificate, and subscription payment to the Subscription Agent, Broadridge Corporate Issuer Solutions, LLC, at the below address. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent. DO NOT SEND OR DELIVER THESE MATERIALS TO THE COMPANY.
By Mail:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0718
By Overnight Delivery:
Broadridge Corporate Issuer Solutions, LLC.
Attn: BCIS IWS
51 Mercedes Way
Edgewood, NY 11717
See “The Rights Offering – Method of Subscription – Exercise of Rights.”
The Rights are non-transferrable, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such holders. The Rights will not be listed for trading on the Nasdaq or any other stock exchange or market. The shares of our Common Stock issuable upon exercise of the Rights are listed on Nasdaq under the symbol “LAZY.”
We will pay all customary fees and expenses of the Subscription Agent and Information Agent related to this Rights Offering and have also agreed to indemnify the Subscription Agent and Information Agent from liabilities that they may incur in connection with this Rights Offering. We have not employed any brokers, dealers or underwriters in connection with the registrationRights Offering, and we do not know of any existing agreements between any stockholder, broker, dealer, underwriter or offeringagent relating to the sale or distribution of our Common Stock underlying the Rights. Except as described in this section, we are not paying any other commissions, underwriting fees or discounts in connection with the Rights Offering. Some of our employees may solicit responses from you as a holder of Rights, but we will not pay our employees any commissions or compensation for these services other than their normal employment compensation.
We have not agreed to enter into any standby or other arrangement to purchase or sell any Rights or any of our securities.
Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.
If you have any questions, you should contact the Information Agent toll-free at 888-789-8409, by e-mail at shareholder@broadridge.com, or by mail at:
Broadridge Corporate Issuer Solutions, LLC
Attn: BCIS Re-Organization Dept.
P.O. Box 1317
Brentwood, NY 11717-0718
For additional information regarding the purpose of the Rights Offering, see “Questions & Answers—Why are we conducting the Rights Offering?”
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under applicable SEC rules, a person is deemed to be the “beneficial owner” of a voting security if such person has (or shares) either investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days by any of a number of means, including upon the exercise of options or warrants or the conversion of convertible securities. A beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities who was employedthat are held by the beneficial owner, but not those held by any other person, and which are exercisable or convertible within 60 days, have been exercised or converted.
As of September 19, 2023, 17,431,605 shares of Common Stock were issued and 14,019,383 were outstanding, and 600,000 shares of Series A Preferred stock were issued and outstanding. The following table sets forth information with respect to the beneficial ownership of our Common Stock and Series A Preferred Stock as of September 19, 2023, by: (i) each of our directors and named executive officers, (ii) all of our directors and executive officers as a group, and (iii) each stockholder known by us to be the beneficial owner of more than 5% of our voting securities. To our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the voting securities beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the voting securities listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.
Unless otherwise noted below, the address of each person listed on the table is c/o Lazydays Holdings, Inc., 4042 Park Oaks Blvd., Suite 350, Tampa, Florida 33610.
Name of Beneficial Owners
Amount and
Nature of
Beneficial
Ownership
(Common Stock)
Percent of
Class(1)
Amount and
Nature of
Beneficial
Ownership
(Series A
Preferred
Stock)(2)
Percent of
Class(3)
Percent
of Total
Voting
Power(4)
Directors and Named Executive Officers
 
 
 
 
 
John North
35,103
*
Kelly Porter
18,588
*
Robert DeVincenzi
80,708(5)
*
Jerry Comstock
51,173(6)
*
*
James J. Fredlake
61,335(7)
*
*
Jordan Gnat
41,955(8)
*
*
Erika Serow
46,943(9)
*
*
Christopher S. Shackelton
11,280,876(10)
59.0%
500,000(11)
83.3%
56.2%
All directors and executive officers as a group (8 persons)
11,616,681(12)
60.4%
500,000
83.3%
57.4%
 
 
 
 
 
 
5% or Greater Securityholders
 
 
 
 
 
Coliseum Capital Management, LLC.
11,280,876(10)
59.0%
500,000(11)
83.3%
56.2%
Park West Asset Management LLC
1,400,536(13)
9.99%
100,000(13)
16.7%
7.0%
Divisadero Street Capital Management, LP
722,357(14)
5.15%
3.6%
Cannell Capital, LLC
1,092,399(15)
7.8%
5.4%
*
Less than 1 percent
(1)
For purposes of this column, the number of shares of the class outstanding reflects the sum of: (i) 14,019,383 shares of Common Stock that were outstanding as of September 19, 2023; and (ii) the number of shares of Common Stock, if any, which the relevant person could acquire on exercise of options, warrants, pre-funded warrants or conversion of the preferred stock within 60 days of September 19, 2023.
(2)
This column includes the number of shares of preferred stock. The number of shares of Common Stock that could be obtained upon the conversion of preferred stock at the current conversion rate is included in the column entitled “Amount and Nature of Beneficial Ownership (Common Stock).”
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(3)
Certain purchasers of the preferred stock are entitled to vote upon all matters upon which holders of Common Stock have the right to vote and are entitled to the number of votes equal to the number of full shares of Common Stock into which such shares of preferred stock could be converted at the then applicable conversion rate.
(4)
The Percent of Total Voting Power is calculated by dividing: (A) the aggregate number of shares of Common Stock beneficially owned under Rule 13d-3 of the Exchange Act by the relevant person, including all shares of Common Stock issuable upon conversion of preferred stock, subject to the beneficial ownership limitations contained therein by: (B) the sum of (x) the number of shares of Common Stock issued and outstanding, (y) the number of shares of Common Stock that could be acquired upon the conversion of all shares of preferred stock issued and outstanding, subject to the beneficial ownership limitations contained therein and (z) the number of shares of Common Stock, if any, which the relevant person could acquire on exercise of options or warrants within 60 days of September 19, 2023.
(5)
Includes 54,631 shares of common Stock issuable upon the exercise of options as follows: 25,032 shares of Common Stock at an exercise price of $30.00 per share and 29,599 shares at an exercise price of $14.55 per share that are or will become exercisable within 60 days of September 19, 2023.
(6)
Includes 23,436 shares of Common Stock issuable upon the exercise of options as follows: 20,770 shares of Common Stock at an exercise price of $7.91 per share and 2,666 shares at an exercise price of $23.11 per share that are or will become exercisable within 60 days of September 19, 2023.
(7)
Includes 23,436 shares of Common Stock issuable upon the exercise of options as follows: 20,770 shares of Common Stock at an exercise price of $7.91 per share and 2,666 shares at an exercise price of $23.11 per share that are or will become exercisable within 60 days of September 19, 2023.
(8)
Includes 33,666 shares of Common Stock issuable upon the exercise of options as follows: 31,000 shares of Common Stock at an exercise price of $7.91 per share and 2,666 shares at an exercise price of $23.11 per share that are or will become exercisable within 60 days of September 19, 2023.
(9)
Includes 35,000 shares of Common Stock issuable upon the exercise of options as follows: 31,000 shares of Common Stock at an exercise price of $7.91 per share and 4,000 shares at an exercise price of $23.11 per share that are or will become exercisable within 60 days of September 19, 2023.
(10)
Consists of: (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of preferred stock at the current conversion rate; (ii) the equivalent of 88,216 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends (as defined in the Certificate of Designations of the preferred stock) at the current conversion rate; (iii) 6,190,050 shares of Common Stock; and (iv) 33,666 shares of Common Stock issuable upon the exercise of options held by Coliseum Capital Partners, L.P. (“CCP”) and granted for Mr. Shackelton’s services on the Board that are or will become exercisable within 60 days of September 19, 2023 as follows: 31,000 shares of Common Stock at an exercise price of $7.91 per share and 2,666 shares of Common Stock at an exercise price of $23.11 per share.
Based on the Form 4 filed June 20, 2023 and Amendment No. 16 to their Schedule 13D filed on May 23, 2023, Coliseum Capital Management, LLC (“CCM”) is an investment adviser whose clients, including CCP, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. Coliseum Capital, LLC (“CC”) is the general partner of CCP. Adam Gray and Christopher Shackelton are the managers of CC and CCM. Mr. Gray and Mr. Shackelton share voting and dispositive power over the securities held by the foregoing entities. The address for such purpose on a contingent basis,each of Christopher Shackelton and CCM is 105 Rowayton Avenue, Rowayton, Connecticut 06853.
(11)
Consists of 500,000 shares of preferred stock, of which 365,511 shares of preferred stock are held by CCP and 134,489 shares of preferred stock are held by an investment advisory client of CCM.
(12)
Includes: (i) 4,968,944 shares of Common Stock that could be obtained upon the conversion of 500,000 shares of preferred stock at the current conversion rate and 88,216 shares of Common Stock that could be voted as a result of accrued and unpaid Preferred Dividends; and (ii) 158,695 shares of Common Stock issuable upon the exercise of options at various exercise prices that are or will become exercisable within 60 days of September 19, 2023.
(13)
Consists of: (i) Park West Asset Management LLC, a Delaware limited liability company (“PWAM”), (ii) Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”) and (iii) Peter S. Park (“Mr. Park” and, collectively with PWAM and PWIMF, “Park West”). PWAM is the investment manager to PWIMF and Park West Partners International, Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”). Mr. Park is the controlling manager of PWAM.
As of September 19, 2023, PWIMF beneficially held: (i) 206,980 shares of Common Stock; (ii) 266,612 prefunded warrants; and (iii) 88,954 shares of preferred stock convertible into an aggregate of 884,015 shares of Common Stock at the timecurrent conversion rate, subject to the ownership limitations described below.
As of preparation, certification or opinion orSeptember 19, 2023, PWPI held: (i) 28,888 shares of Common Stock, (ii) 23,637 prefunded warrants; and (iii) 11,046 shares of preferred stock convertible into an aggregate of 109,774 shares of Common Stock at any time thereafter, through the statecurrent conversion rate, subject to the ownership limitations described below.
In connection with the partial waiver of effectivenessanti-dilution adjustments, the PW Funds agreed to exercise in full all of their prefunded warrants effective as of the registration statement or that partconsummation of the registration statementRights Offering and will receive upon such exercise 449,760 shares of Common Stock (which gives effect to which such preparation, certificationthe anti-dilution adjustment as modified by the partial waiver).
The prefunded warrants and preferred stock are subject to exercise and conversion limitations prohibiting the exercise or opinion relates, had, or isconversion of each security to receive in connection hereunder, a substantial interest, direct or indirect,the extent that it would result in the registrantholder, or was connected withany of its affiliates, being deemed to beneficially own in excess of 9.99% of the registrantthen-outstanding shares of the Company’s Common Stock. Based on the foregoing, 9.99% of the shares of Common Stock deemed to be issued and outstanding as a promoter, managing underwriter, voting trustee, director, officer or employee.

of September 19, 2023 may be deemed to be beneficially owned: (x) directly by PWIMF, (y) indirectly by PWAM, as the investment manager to the PW Funds, and (z) indirectly by Mr. Park, as the controlling manager of PWAM.

(14)
Based on the Schedule 13G filed on May 19, 2023, Divisadero Street Capital Management, LP (“Divisadero”)is the investment adviser to private investment funds, including Divisadero Street Partners, L.P. (“Divisadero Partners”) (collectively, the “Funds”), and Divisadero Street Partners GP, LLC is the general partner of the Funds. Mr. William Zolezzi is the control person of Divisadero and the General Partner. Divisadero, the Funds, the General Partner and Mr. Zolezzi share voting and dispositive power over the securities. The address for Divisadero, the Funds, the General Partner and Mr. Zolezzi is 3350 Virginia Street, 2nd Floor, Miami, Florida 33133
(15)
The address for Cannell Capital, LLC is 245 Meriwether Circle, Alta, Wyoming 83414.
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LEGAL MATTERS

The validity of the securitiesRights and our Common Stock issuable upon exercise of the Rights offered throughby this prospectus has been passed onupon for us by Akerman LLP.

Paul Hastings LLP, New York, New York.

EXPERTS

The consolidated financial statements of Lazy Days’ R.V. Center,Lazydays Holdings, Inc. and Subsidiaries as of December 31, 2022 and 2021 and for each of the years in the two-year period ended December 31, 20172022 and 2016 includedthe effectiveness of internal control over financial reporting as of December 31, 2022 incorporated in this preliminary prospectus by reference from the Lazydays Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2022 have been audited by MarcumRSM US LLP, an independent registered public accounting firm, as stated in their report appearingreports thereon incorporated herein by reference, and are includedhave been incorporated in this preliminary prospectus and Registration Statement in reliance upon such reports and upon the reportauthority of such firm given upon their authority as experts in accounting and auditing.

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HOW TO GET MORE INFORMATION

We are currently subject toThe report of RSM US LLP dated February 28, 2023, on the information requirementseffectiveness of internal control over financial reporting as of December 31, 2022, expressed an opinion that Lazydays Holdings, Inc. had not maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Exchange ActTreadway Commission in 2013.

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TABLE OF CONTENTS

INCORPORATION OF INFORMATION BY REFERENCE
We file annual, quarterly and in accordance therewith file periodiccurrent reports, proxy statements and other information with the Securities andSEC under the Exchange Commission. You may read and copy (at prescribed rates) any such reports, proxy statements and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.Act. Our SEC filings will also beare available to you onthe public at the SEC’s website at http://www.sec.gov.

Any

The SEC allows us to “incorporate by reference” information into this prospectus and the registration statement of which this prospectus is a part, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in athis prospectus, any accompanying prospectus supplement, any subsequently filed document deemed incorporated by reference or any free writing prospectus prepared by or on behalf of us. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K).
our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023;
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, filed with the SEC on April 28, 2023 and July 28, 2023, respectively;
our Current Reports on Form 8-K, filed with the SEC on January 27, 2023, February 23, 2023 (excluding information under Item 2.02), June 15, 2023, September 1, 2023, September 12, 2023,October 5, 2023 and October 20, 2023;
our definitive proxy statement on Schedule 14A filed with the SEC on May 1, 2023 (solely to the extent incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022); and
the description of our Common Stock contained in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 19, 2021.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering also shall be deemed to be incorporated herein by reference. We are not, however, incorporating by reference in this prospectus will beany documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to be modifiedItems 2.02 or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part7.01 of this prospectus.

Form 8-K.

If you make a request for such information in writing or by telephone,requested, we will provide you, without charge,to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into this prospectus. Any such request should be directed to:

documents.

To obtain a copy of these filings at no cost, you may write or telephone us at the following address:
Lazydays Holdings, Inc.
6130 Lazy Days BoulevardBlvd.
Seffner, Florida 33584
Attn: Investor Relations
Telephone: (813) 246-4999
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TABLE OF CONTENTS

You should rely only on


Rights to Purchase Up to $100,000,000 in Shares of Common Stock,
representing Up to 15,627,441 Shares of Common Stock
Prospectus
  , 2023
Until November 17, 2023 (the 25th day after the information containeddate of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this prospectus. We have not authorized any person to provide you with any information that is different.

69

INDEX TO FINANCIAL STATEMENTS

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of independent registered public accounting firmF-2
Consolidated balance sheetsF-3
Consolidated balance sheets as of December 31, 2017 and 2016F-3
Consolidated statements of income for the years ended December 31, 2017 and 2016F-4
Consolidated statements of changes in stockholders’ equity for the years ended December 31, 2017 and 2016F-5
Consolidated statements of cash flows for the years ended December 31, 2017 and 2016F-6
Notes to consolidated financial statementsF-8

 F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-

To the Stockholders and Board of Directors of

Lazy Days’ R.V. Center, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Lazy Days’ R.V. Center, Inc. and Subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and areoffering, may be required to be independentdeliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to errortheir unsold allotments or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Marcum LLP

/s/ Marcum LLP

We have served as the Company’s auditor since 2017.

Melville, NY

March 21, 2018

LAZYDAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

subscriptions.


CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands)

  As of 
  December 31, 
  2017  2016 
ASSETS        
Current assets        
Cash $13,292  $4,158 
Receivables, net of allowance for doubtful accounts of $1,013 and $705 at December 31, 2017 and December 31, 2016, respectively  19,911   13,686 
Inventories  114,170   124,067 
Income tax receivable  -   1,327 
Prepaid expenses and other  2,062   3,241 
Total current assets  149,435   146,479 
         
Property and equipment, net  45,669   48,448 
Goodwill  25,216   25,216 
Intangible assets, net  25,862   26,606 
Deferred tax asset  144   - 
Other assets  219   395 
Total assets $246,545  $247,144 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities        
Accounts payable, accrued expenses and other current liabilities $25,181  $23,037 
Income tax payable  1,536   - 
Contingent liability, current portion  667   1,333 
Financing liability, current portion  595   465 
Floor plan notes payable, net of debt discount  104,976   95,682 
Revolving line of credit  -   3,000 
Long-term debt, current portion  1,870   1,871 
Total current liabilities  134,825   125,388 
Long term liabilities        
Long term debt, non-current portion, net of debt discount  7,207   8,986 
Financing liability, non-current portion, net of debt discount  53,680   54,183 
Contingent liability, non-current portion  -   667 
Deferred tax liability  -   886 
Total liabilities  195,712   190,110 
         
Stockholders’ Equity        
         
Preferred stock, $0.001 par value 150,000 shares authorized: Senior Preferred Stock, convertible and 8% cumulative dividend; 10,000 shares designated; -0- and 10,000 shares issued and outstanding; liquidation preference $0 and $10,000 at December 31, 2017 and December 31, 2016, respectively  -   - 
Common stock, $0.001 par value; 4,500,000 shares authorized; 3,333,331 and 1,000,000 shares issued and 3,333,166 and 999,835 shares outstanding at December 31, 2017 and December 31, 2016, respectively  3   1 
Additional paid-in capital  49,756   49,261 
Treasury stock, 165 shares, at cost  (11)  (11)
Retained earnings  1,085   7,783 
Total stockholders’ equity  50,833   57,034 
Total liabilities and stockholders’ equity $246,545  $247,144 

See accompanying notes to consolidated financial statements.

TABLE OF CONTENTS

 F-3

LAZYDAYS’ R.V. CENTER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands)

  For the Years Ended, 
  December 31, 
  2017  2016 
Revenues        
New and pre-owned vehicles $546,385  $500,772 
Parts, service and other  68,453   64,577 
Total revenue  614,838   565,349 
         
Cost of revenues        
New and pre-owned vehicles  472,318   435,122 
Parts, service and other  15,383   13,045 
Total cost of revenues  487,701   448,167 
         
Gross profit  127,137   117,182 
         
Selling, general, and administrative expenses  105,096   97,614 
Income from operations  22,041   19,568 
Other income/expenses        
Gain on sale of property and equipment  98   - 
Interest expense  (8,752)  (7,274)
Income before income tax expense  13,387   12,294 
Income tax expense  (5,085)  (4,511)
Net income $8,302  $7,783 

See accompanying notes to consolidated financial statements.

LAZYDAYS’ R.V. CENTER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollar amounts in thousands)

  Preferred Stock  Common Stock  Treasury Stock  Additional
Paid-In
  Retained    
  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Earnings  Total 
Balance - December 31, 2015  10,000  $-   1,000,000  $1  $165  $(11) $49,248  $-  $49,238 
Net income  -   -   -   -   -   -   -   7,783   7,783 
Stock-based compensation  -   -   -   -   -   -   13   -   13 
Balance - December 31, 2016  10,000   -   1,000,000   1   165   (11)  49,261   7,783   57,034 
Net income  -   -   -   -   -   -   -   8,302   8,302 
Conversion of preferred stock  (10,000)  -   2,333,331   2   -   -   (2)  -   - 
Stock-based compensation  -   -   -   -   -   -   497   -   497 
Dividends  -   -   -   -   -   -   -   (15,000)  (15,000)
Balance - December 31, 2017  -  $-   3,333,331  $3  $165  $(11) $49,756  $1,085  $50,833 

See accompanying notes to consolidated financial statements.

LDRV HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollar amounts in thousands)

  For the Years Ended, 
  December 31, 
  2017  2016 
Cash Flows From Operating Activities        
Net income $8,302  $7,783 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Stock based compensation  497   13 
Bad debt expense  422   270 
Depreciation and amortization of property and equipment  5,286   4,510 
Amortization of intangible assets  744   746 
Amortization of debt discount  371   240 
Gain on sale of property and equipment  (98)  - 
Deferred income taxes  (1,030)  (1,449)
Changes in operating assets and liabilities:        
Receivables  (6,647)  1,580 
Inventories  9,823   (9,505)
Prepaid expenses and other  1,179   (487)
Income tax receivable/payable  2,863   (11,736)
Other assets  176   (29)
Accounts payable, accrued expenses and other liabilities  2,168   455 
         
Total Adjustments  15,754   (15,392)
         
Net Cash Provided By (Used In) Operating Activities  24,056   (7,609)
         
Cash Flows From Investing Activities        
Proceeds from sale of property and equipment  249   - 
Purchases of property and equipment  (2,584)  (6,476)
         
Net Cash Used In Investing Activities  (2,335)  (6,476)
         
Cash Flows From Financing Activities        
Net borrowings under floor plan  9,208   195 
Net repayments under revolver line of credit  (3,000)  (3,500)
Repayments under long term debt  (1,858)  (1,886)
Repayments of financing liability  (465)  - 
Payment of contingent liability - RV America acquisition  (1,333)  - 
Loan issuance costs  (139)  (260)
Dividend distribution  (15,000)  (44,498)
         
Net Cash Used In Financing Activities  (12,587)  (49,949)
         
Net Increase (Decrease) In Cash  9,134   (64,034)
         
Cash – Beginning  4,158   68,192 
         
Cash – Ending $13,292  $4,158 

See accompanying notes to consolidated financial statements.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)

(Continued)

  For the Years Ended, 
  December 31, 
  2017  2016 
Supplemental Disclosures of Cash Flow Information:        
Cash paid during the year for interest $8,332  $6,966 
Cash paid during the year for income taxes net of refunds received $3,325  $17,664 
         
Non-Cash Investing and Financing Activities        
Rental vehicles transferred to inventory, net $74  $1,164 
Conversion of preferred stock into common stock $2  $- 

See accompanying notes to consolidated financial statements.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016 

NOTE 1 – NATURE OF OPERATIONS

Through its subsidiaries, Lazy Days’ R.V. Center, Inc. sells and services new and pre-owned recreational vehicles, sells related parts and accessories, and rents recreational vehicles from five locations, one in the state of Florida, one in the state of Arizona and three in the state of Colorado. It also offers to its customers such ancillary services as extended service contracts, overnight campground and restaurant facilities. The Company also arranges financing for vehicle sales through third-party financing sources.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of Lazy Days’ R.V. Center, Inc. (“Lazy Days”), a Delaware Corporation, and its wholly owned subsidiary LDRV Holdings Corp. LDRV Holdings Corp is the sole owner of Lazydays Arizona, LLC, Lazydays Land Holdings, LLC, Lazydays Tampa Land Holdings, LLC, Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile Hi RV, LLC (collectively, the “Company”). All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of goodwill and other intangible assets, provision for charge-backs, inventory write-downs and the allowance for doubtful accounts.

Reclassifications

Certain prior year amounts have been reclassified in order to conform to the current year presentation. These reclassifications had no effect on the previously reported net income.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments purchased with a maturity date of three months or less to be cash equivalents. The carrying value amount approximates fair value because of the short-term maturity of these instruments. Cash consists of business checking accounts with its bank, the first $250 of which is insured by the Federal Deposit Insurance Corporation. There are no cash equivalents as of December 31, 2017 or 2016.

Revenue Recognition

The Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) fees are fixed or determinable, and (4) the collection of related accounts receivable is probable.

Revenue from the sale of vehicles is recognized on delivery, transfer of title and completion of financing arrangements. Revenue from parts sales and service is recognized on delivery of the service or product.

Revenue from rental of vehicles is recognized pro rata over the period of the rental agreement. The rental agreements are generally short-term in nature. Revenue from rentals is included in parts, service, and other revenue on the accompanying statements of income.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

The Company receives commissions from the sale of insurance and vehicle service contracts to customers. In addition, the Company arranges financing for customers through various financial institutions and receives commissions. The Company 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 the customers. The revenues from financing fees and commissions are recorded at the time of the sale of the vehicles and an allowance for future charge-backs is established based on historical operating results and the termination provision of the applicable contracts. The Company recognized finance and insurance revenues of $29,848 and $29,044, net of chargebacks of $2,661 and $1,911, during the years ended December 31, 2017 and 2016, respectively. The Company has an accrual for charge-backs which totaled $2,373 and $1,790 at December 31, 2017 and 2016, respectively, and is included in other current liabilities on the accompanying consolidated balance sheets.

Deposits on vehicles received in advance are accounted for as a liability and recognized into revenue upon completion of each respective transaction.

Occupancy Costs

As a retail merchandising organization, the Company has elected to classify occupancy costs as selling, general and administrative expense in the consolidated statements of income.

Shipping and Handling Fees and Costs

The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2017 and 2016, $2,760 and $3,506 of shipping and handling fees, respectively, were included in revenue.

Receivables

The Company sells to customers and arranges third-party financing, as is customary in its industry. Interest is not normally charged on receivables. Management establishes an allowance for doubtful accounts based on its historic loss experience and current economic conditions. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries.

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 in trades, the cost is the fair value of such used vehicles at the time of the trade-in. Retail parts, accessories, and other inventories primarily consist of retail travel and leisure specialty merchandise. The current replacement costs of LIFO inventories exceeded their recorded values by $11,930 and $8,158 at December 31, 2017 and 2016, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense in the period incurred. Betterments and additions are capitalized. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets. Useful lives range from 15 to 20 years for buildings and improvements and from 2 to 7 years for vehicles and equipment. Leasehold improvements are amortized using the straight-line method over the lesser of the useful life of the asset or the term of the lease.

Goodwill and Intangibles

The Company’s goodwill, trademarks and tradenames are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated at least annually for impairment and more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates, consideration of the Company’s aggregate fair value, and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

When testing goodwill for impairment, the Company may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis (step 2) to measure such impairment. At December 31, 2017 and 2016, the Company performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting units is less than their carrying amounts. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made that it is more likely than not that the fair value of the reporting units exceeded their carrying values and no impairments were identified at December 31, 2017 and 2016.

Other intangible assets include manufacturer relationships and customer database. Manufacturer relationships are being amortized using the straight-line method over 13 to 18 years. The customer database is fully amortized, and had a net carrying value of $0 at December 31, 2017 and 2016.

Vendor Allowances

As a component of the Company’s consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebates and as a component of cost of sales as the inventory is sold. Certain of these vendor contracts provide for rebates that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates are given accounting recognition at the point at which achievement of the specified performance measures is deemed to be probable and reasonably estimable.

Financing Costs

Debt financing costs are recorded as debt discount and are amortized over the term of the related debt. Amortization of debt discount included in interest expense was $371 and $240 for the years ended December 31, 2017 and 2016, respectively.

Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized for the amount by which the carrying value of the asset exceeds its fair value.

Impairment of Long-Lived Assets, continued

The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Management believes no material impairment of long-lived assets existed at December 31, 2017 and 2016.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

Fair Value of Financial Instruments

The carrying amounts of cash, receivables and accounts payable approximate fair value as of December 31, 2017 and 2016 because of the relatively short maturities of these instruments. The carrying amount of the Company’s bank debt approximates fair value as of December 31, 2017 and 2016 because the debt bears interest at a rate that approximates the current market rate at which the Company could borrow funds with similar maturities.

Advertising Costs

Advertising and promotion costs are charged to operations in the year incurred and totaled approximately $11,027 and $10,611 for the years ended December 31, 2017, and 2016, respectively.

Income Taxes

The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

A SC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date.

The Company’s policy is to classify assessments, if any, for tax related interest and penalties as income tax (benefit) expense in the consolidated statements of income.

Vendor Concentrations

The Company purchases its new recreational vehicles and replacement parts from various manufacturers. During the year ended December 31, 2017, four major vendors accounted for 28.9%, 27.0%, 21.3% and 15.0% of purchases. During the year ended December 31, 2016, five major vendors accounted for 31.9%, 25.3%, 15.5%, 15.3% and 10.4% of total purchases.

The Company is subject to dealer agreements with each manufacturer. The manufacturer is entitled to terminate the dealer agreement if the Company is in material breach of the agreement terms.

Geographic Concentrations

During the years ended December 31, 2017 and 2016, approximately 77% and 79%, respectively, of revenues were to customers of the Company’s Florida location. During the years ended December 31, 2017 and 2016, approximately 15% and 14%, respectively, of revenues were to customers of the Company’s Colorado location. These geographic concentrations increase the Company’s exposure to adverse developments related to competition, as well as economic, demographic and other changes in these regions.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016 

Leases

For operating leases, rent is recognized on a straight-line basis over the expected lease term, including cancellable option periods where we are reasonably assured to exercise the options. Differences between amounts paid and amounts expensed are recorded as deferred rent. Capital leases are recorded as an asset and an obligation at an amount equal to the present value of the minimum lease payments during the lease term. Sale-leasebacks are transactions through which assets are sold at fair value and subsequently leased back from the seller. Failed sale-leaseback transactions result in retention of the “sold” assets within property and equipment, with a financing lease obligation equal to the amount of proceeds received recorded as a financing liability, on the accompanying consolidated balance sheets.

Compensated Absences

The Company recognizes liabilities for compensated absences dependent on whether the obligation is attributable to employee services already rendered, related to rights that vest or accumulate, and for which payment is probable and estimable. As of December 31, 2017 and 2016, the Company’s liability for paid time off earned by permanent employees, but not taken, was approximately $1,244 and $1,180, respectively.

Subsequent Events

Management of the Company has analyzed the activities and transactions subsequent to December 31, 2017 through the date these consolidated financial statements were issued to determine the need for any adjustments to or disclosures within the financial statements. Except as disclosed in Note 15, the Company did not identify any recognized or non-recognized subsequent events that would require disclosure in the consolidated financial statements.

Recently Issued Accounting Standards

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” (“ASU 2015-11”). ASU 2015-11 amends the existing guidance to require that inventory should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out or the retail inventory method. As the Company is a non-public entity, ASU 2015-11 was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The FASB issued ASU 2015-17 as part of its ongoing Simplification Initiative, with the objective of reducing complexity in accounting standards. The amendments in ASU 2015-17 require entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a noncurrent amount. This guidance does not change the offsetting requirements for deferred tax liabilities and assets, which results in the presentation of one amount on the balance sheet. Additionally, the amendments in ASU 2015-17 align the deferred income tax presentation with the requirements in International Accounting Standards (IAS) 1, Presentation of Financial Statements. As the Company is a non-public entity, the amendments in ASU 2015-17 were effective for the Company’s financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. ASU 2016-02 will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial statements and disclosures.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers - Principal versus Agent Considerations”, in April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing” and in May 9, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2016-12”). This update provides clarifying guidance regarding the application of ASU No. 2014-09 - Revenue from Contracts with Customers which is not yet effective. These new standards provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The amendment addresses several aspects of the accounting for share-based payment award transactions, including: allowing the accounting policy election to record forfeitures as they occur for employee share-based payments; income tax consequences; classification of awards as either equity or liabilities; and classification on the statement of cash flows. As the Company is a non-public entity, this standard was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this guidance on January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). The amendment addresses several specific cash flow issues with the objective of reducing the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this ASU to materially impact its consolidated financial statements or results of operations.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to materially impact its consolidated financial statements or results of operations.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business (“ASU 2017-01”). This ASU clarifies the definition of a business to exclude gross assets acquired (or disposed of) that have substantially all of their fair value concentrated in a single identifiable asset or group of similar identifiable assets. The ASU also updates the definition of the term “output” to be consistent with ASC Topic No. 606. As the Company is a non-public entity, the ASU is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted and the Company adopted ASU 2017-01 as of January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 from the goodwill impairment test. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): (“ASU 2017-09”). ASU 2017-09 provides clarity on the accounting for modifications of stock-based awards. ASU 2017-09 requires adoption on a prospective basis in the annual and interim periods for our fiscal year ending December 31, 2019 for share-based payment awards modified on or after the adoption date. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). This Accounting Standards Update adds Securities and Exchange Commission (“SEC”) paragraphs pursuant to the SEC Staff Announcement at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The July announcement addresses Transition Related to Accounting Standards Updates No. 2014-09, Revenue from Contracts with Customers (Topic 606), and No. 2016-02, Leases (Topic 842). This Update also supersedes SEC paragraphs pursuant to the rescission of SEC Staff Announcement, “Accounting for Management Fees Based on a Formula,” effective upon the initial adoption of Topic 606, Revenue from Contracts with Customers, and SEC Staff Announcement, “Lessor Consideration of Third-Party Value Guarantees,” effective upon the initial adoption of Topic 842, Leases. The amendments in this Update also rescind three SEC Observer Comments effective upon the initial adoption of Topic 842. One SEC Staff Observer comment is being moved to Topic 842. As the Company is a non-public entity, this standard is required to be implemented effective January 1, 2019. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures.

In November 2017, the FASB issued ASU 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606), which amends certain aspects of the new revenue recognition standard. As the Company is a non-public entity, this standard will be effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements and disclosures.

As a result of the Mergers described in Note 3 below, on March 15, 2018, the Company became a wholly owned subsidiary of Lazydays Holdings Inc., a public entity. Lazydays Holdings, Inc. qualifies as an emerging growth company pursuant to the provision of the Jumpstart Our Business Startups (“JOBS”) Act. Section 107 of the JOBS Act provides that an emerging growth company can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. Lazydays Holdings, Inc. has elected to take advantage of the extended transition period provided by the JOBS Act for complying with new or revised accounting standards . As a result, the change in the Company from a non-public to a public entity will not result in any change to the ASU effective dates outlined above.

NOTE 3 – MERGER AGREEMENT

On October 27, 2017, the Company entered into a Merger Agreement (the “Merger Agreement”) by and among Andina Acquisition Corp. II, a Cayman Islands exempted company (“Andina”), Andina II Holdco Corp., a Delaware corporation and wholly owned subsidiary of Andina (“Holdco”) and Andina II Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”).

The Merger Agreement provides for a business combination transaction by means of (i) the merger of Andina with and into Holdco, with Holdco surviving and becoming a new public company (the “Redomestication Merger”) and (ii) the merger of the Company with and into Merger Sub with the Company surviving and becoming a direct wholly owned subsidiary of Holdco (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”). As a result of the Mergers, the Company’s stockholders and the shareholders of Andina will become stockholders of Holdco.

Under the Merger Agreement, upon consummation of the Redomestication Merger, (i) each ordinary share of Andina will be exchanged for one share of common stock of Holdco (“ Holdco Shares”), except that holders of ordinary shares of Andina sold in its initial public offering (“public shares”) shall be entitled to elect instead to receive a pro rata portion of Andina’s trust account, as provided in Andina’s charter documents, (ii) each Andina right will entitle the holder to receive one-seventh of a Holdco Share and (iii) each Andina warrant will entitle the holder to purchase one-half of one Holdco Share at a price of $11.50 per whole share. Upon consummation of the Transaction Merger, the Company’s stockholders (the “Stockholders”) will receive their pro rata portion of: (i) 2,857,143 Holdco Shares; and (ii) $85,000 in cash, subject to adjustments based on the Company’s working capital and debt as of closing and also subject to any such Holdco Shares and cash that are issued and paid to the Company’s option holders and participants under the Transaction Incentive Plan.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

The Mergers were consummated on March 15, 2018 upon shareholder approval and the fulfillment of certain other conditions as described in the Merger Agreement. Holdco is a new public entity and has changed its name to “Lazydays Holdings, Inc.” The Company completed its initial working capital computation, and as a result, $86,741 in cash was paid to the former owners of Lazydays.

NOTE 4 – RECEIVABLES, NET

Receivables consist of the following:

  As of December 31 
  2017  2016 
Contracts in transit and vehicle receivables $15,528  $9,350 
Manufacturer receivables  3,555   3,900 
Finance and other receivables  1,841   1,141 
   20,924   14,391 
         
Less: Allowance for doubtful accounts  (1,013)  (705)
         
  $19,911  $13,686 

Contracts in transit represent receivables from financial institutions for the portion of the vehicle sales price financed by the Company’s customers through financing sources arranged by the Company. Manufacturer receivables are due from the manufacturers for incentives, rebates and other programs. These incentives and rebates are treated as a reduction of cost of revenues.

NOTE 5 – INVENTORIES

Inventories consist of the following:

  As of December 31 
  2017  2016 
New recreational vehicles $89,668  $91,152 
Pre-owned recreational vehicles  31,378   36,642 
Parts, accessories and other  5,054   4,431 
   126,100   132,225 
         
Less: Excess of current cost over LIFO  (11,930)  (8,158)
         
  $114,170  $124,067 

 F-15

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

  As of December 31 
  2017  2016 
Land $10,366  $10,366 
Building and improvements including leasehold improvements  41,890   41,213 
Furniture and equipment  14,753   13,565 
Company vehicles and rental units  3,612   3,980 
Construction in progress  396   268 
   71,017   69,392 
         
Less: Accumulated depreciation and amortization  (25,348)  (20,944)
         
  $45,669  $48,448 

For the years ended December 31, 2017 and 2016, depreciation and amortization expense amounted to $5,286 and $4,510 respectively.

NOTE 7 – INTANGIBLE ASSETS

Intangible assets and the related accumulated amortization are summarized as follows:

  As of December 31, 
  2017  2016 
  Gross Carrying Amount  Accumulated
Amortization
  Net Asset Value  Gross Carrying Amount  Accumulated
Amortization
  Net Asset Value 
Amortizable intangible assets:                        
Manufacturer relationships $11,100  $3,238  $7,862  $11,100  $2,494  $8,606 
Customer database  1,300   1,300   -   1,300   1,300   - 
   12,400   4,538   7,862   12,400   3,794   8,606 
Non-amortizable intangible assets:                        
Trade names and trademarks  18,000   -   18,000   18,000   -   18,000 
  $30,400  $4,538  $25,862  $30,400  $3,794  $26,606 

Amortization expense for the years ended December 31, 2017 and 2016 was $744 and $746, respectively. The weighted average remaining amortization period for manufacturer relationships was 10.6 years as of December 31, 2017.

Estimated future amortization expense is as follows:

Years ending December 31,   
2018 $746 
2019  746 
2020  746 
2021  746 
2022  746 
Thereafter  4,132 
  $7,862 

 F-16

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

NOTE 8 – FAILED SALE-LEASEBACK ARRANGEMENT

On December 23, 2015, the Company sold certain land, building and improvements for $56,000 and is leasing back the property from the purchaser over a non-cancellable period of 20 years. The lease contains renewal options at lease termination, with three options to renew for 10 additional years each and contains 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 results in failed sale-leaseback (financing) accounting. The financing liability has an implied interest rate of 7.4%. The Company incurred financing costs of $1,025 in connection with this transaction.

The financing liability, net of debt discount, is summarized as follows:

  As of December 31, 
  2017  2016 
Financing liability $55,158  $55,599 
Debt discount  (883)  (951)
Financing liability, net of debt discount  54,275   54,648 
Less: current portion  595   465 
Financing liability, non-current portion $53,680  $54,183 

The future minimum payments required by the arrangement are as follows:

        Total 
Years ending December 31, Principal  Interest  Payment 
2018 $595  $4,065  $4,660 
2019  737   4,017   4,754 
2020  892   3,956   4,848 
2021  1,061   3,885   4,946 
2022  1,245   3,800   5,045 
Thereafter  42,315   33,235   75,550 
  $46,845  $52,958  $99,803 

At the conclusion of the 20-year lease period, the financing liability residual will be $8,313, which will correspond to the carrying value of the land. Payments totaling $4,570 were made to the lessor during 2017 of which $4,104 represented payment of interest and $465 reduced the Company’s financing obligation. Payments totaling $4,106 were made to the lessor and interest incurred on the financing liability was $4,131 during 2016, resulting in $25 of accrued interest, which was included on the balance sheet in accounts payable, accrued expenses and other current liabilities during 2016. The Company recorded $68 and $69 of interest expense on the failed sale-leaseback financing related to the amortization of the debt discount during 2017 and 2016, respectively.

NOTE 9 – ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable, accrued expenses and other current liabilities consist of the following:

  As of December 31, 
  2017  2016 
Accounts payable $12,394  $12,013 
Other accrued expenses  2,893   2,756 
Customer deposits  3,999   3,446 
Accrued compensation  3,211   2,801 
Accrued charge-backs  2,373   1,790 
Accrued interest  311   231 
Total $25,181  $23,037 

 F-17

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

NOTE 10 – DEBT

Floor Plan Notes Payable

On February 27, 2017, the Company and Bank of America amended the Floor Plan Notes Payable asset-based borrowing facility to (a) increase the aggregate availability from $120 million to $140 million; (b) modify certain financial covenants; (c) decrease the interest rate applicable to the facility over time until it reaches LIBOR plus 2.25% for the period from November 1, 2017 until the maturity date (November 18, 2018) of the facility; and (d) amend or modify other terms and conditions.

The entire facility may be used to finance new vehicle inventory but only up to $40.0 million may be used to finance pre-owned vehicle inventory, of which a maximum of $5.0 million may be used to finance rental units. Borrowings outstanding under this facility totaled $105,207 and $95,999 at December 31, 2017 and 2016, respectively. For the years ended December 31, 2017 and 2016, respectively, interest was based on LIBOR plus rates ranging between 2.25% and 3.25% (3.63% and 4.03% at December 31, 2017 and 2016, respectively). Principal is due upon the sale of the respective vehicle. Interest expense on the floor plan notes payable was approximately $3,739 and $2,270 for the years ended December 31, 2017 and 2016, respectively.

During the years ended December 31, 2017 and 2016, respectively, the Company incurred financing costs of $139 and $260, respectively, in connection with amendments of the floor plan financing agreement, which have been recorded as debt discount.

Floor plan notes payable consist of the following:

  As of December 31, 
  2017  2016 
Floor plan notes payable, gross $105,207  $95,999 
Debt discount  (231)  (317)
Floor plan notes payable, net of debt discount $104,976  $95,682 

Revolving Line of Credit

On November 18, 2015, the Company entered into a credit agreement with Bank of America for an aggregate commitment amount of $20,000, which includes two facilities (the “BOA Credit Agreement”). One of the two facilities under the BOA Credit Agreement is a $7,000 revolving line of credit (“Revolver”) which matures on November 18, 2020. The Revolver bears interest at LIBOR plus 3.5% per annum and has no minimum payment requirements. The principal balance on the Revolver was $0 and $3,000 and the availability on the Revolver was $7,000 and $4,000 at December 31, 2017 and 2016, respectively. Interest expense on the BOA Revolver was $78 and $159 for the years ended December 31, 2017 and 2016, respectively.

Long-Term Debt

The second of two facilities under the BOA Credit Agreement is a $13,000 term note payable (“Term Loan”) which is collateralized by accounts receivable, inventory and equipment and matures on November 18, 2020 with a balloon payment due of $3,867. The Term Loan bears interest at LIBOR plus 3.50% (4.84% and 4.73% at December 31, 2017 and 2016, respectively) per annum and requires monthly payments equal to $155 of principal, plus interest. The principal balance on the Term Loan was $9,130 and $10,988 at December 31, 2017 and 2016, respectively. Interest expense on the BOA Term Loan was $491 and $474 for the years ended December 31, 2017 and 2016, respectively.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

Long term debt consists of the following:

  As of December 31, 
  2017  2016 
  Gross Principal Amount  Debt Discount  Total Debt, Net of Debt Discount  Gross Principal Amount  Debt Discount  Total Debt,
Net of Debt Discount
 
                   
Term loan $9,130  $(65) $9,065  $10,988  $(143) $10,845 
Capital lease obligation-equipment  12   -   12   12   -   12 
Total long-term debt  9,142   (65)  9,077   11,000   (143)  10,857 
Less: current portion  1,870   -   1,870   1,871   -   1,871 
Long term debt, non-current $7,272  $(65) $7,207  $9,129  $(143) $8,986 

The maturities of the long-term debt are as follows:

Years ending December 31,   
2018  1,870 
2019  1,859 
2020  5,413 
  $9,142 

Other Debt Terms

The Revolver, the Term Loan and the Floor Plan Notes Payable, collectively known as (the “BOA Debt”) are collateralized by substantially all of the Company’s assets, pursuant to the terms of the Amended and Restated Security Agreement between the Company and the lender. The BOA Debt is subject to certain financial and restrictive covenants including current ratio as defined. The Company was in compliance with all covenants at December 31, 2017 and 2016.

As of December 31, 2017, the payment of dividends by the Company (other than from proceeds of revolving loans) was permitted pursuant to the terms of the BOA Debt, so long as at the time of the payment of any such dividend, no event of default existed under the BOA Debt or would result from the payment of such dividend, and so long as any such dividend was permitted under the BOA Debt (including any event of default that would result from failure to comply with the current ratio test under the BOA Debt). As of December 31, 2017, the maximum amount of cash dividends that the Company could make, from legally available funds, to its stockholders was limited to $6,620 (pursuant to a calculation as defined in the BOA Credit Agreement and the floor plan facility).

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

NOTE 11 – INCOME TAXES

The components of the Company’s income tax expense (benefit) are as follows:

  Years Ended 
  December 31, 
  2017  2016 
Current:        
Federal $5,253  $4,994 
State  862   966 
   6,115   5,960 
Deferred:        
Federal  (859)  (1,172)
State  (171)  (277)
   (1,030)  (1,449)
  $5,085  $4,511 

A reconciliation of income taxes calculated using the statutory federal income tax rate (34% in 2017 and 2016) to the Company’s income tax expense for the years ended December 31 is as follows:

  Years Ended 
  December 31, 
  2017  2016 
  Amount  %  Amount  % 
Income taxes at statutory rate $4,540   34.0% $4,181   34.0%
Non-deductible expense  48   0.4%  38   0.3%
State income taxes, net of federal tax effect  450   3.4%  454   3.7%
Effect of increase in statutory rate for current year  80   0.6%  56   0.5%
Tax rate adjustments  (12)  (0.1)%  -   0.0%
Other credits and changes in estimate  (21)  (0.2)%  (218)  (1.8)%
Income tax expense $5,085   38.0% $4,511   36.7%

Deferred tax assets and liabilities were as follows:

  As of December 31, 
  2017  2016 
Deferred tax assets:        
Accounts receivable $253  $282 
Accrued charge-backs  594   660 
Other accrued liabilities  424   1,110 
Goodwill  274   563 
Financing liability  13,574   20,628 
Transaction costs  579   - 
Stock based compensation  165   62 
Other, net  215   386 
   16,078   23,691 
         
Deferred tax liabilities:        
Prepaid expenses  (202)  (181)
Inventories  (1,531)  (2,042)
Property and equipment  (9,178)  (14,807)
Intangible assets  (5,023)  (7,547)
   (15,934)  (24,577)
         
Net deferred tax assets/ (liabilities) $144  $(886)

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

No significant increases or decreases in the amounts of unrecognized tax benefits are expected in the next 12 months.

The Company is subject to U.S. federal income tax and income tax in the states of Florida, Arizona and Colorado. The Company is no longer subject to the examination by Federal and state taxing authorities for years prior to 2014. The Company recognizes interest and penalties related to income tax matters in income tax (benefit) expense. Interest and penalties recorded in the Statements of Income for the periods presented were insignificant.

New Tax Legislation

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes to U.S. tax laws including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from the current top rate of 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the enacted rate. This revaluation resulted in a benefit of $12 to income tax expense.

NOTE 12 - EMPLOYEE BENEFIT PLANS

The Company has a profit sharing plan with 401(k) provisions (the “Plan”). The Plan covers substantially all employees. The Plan allows employee contributions to be made on a salary reduction basis under Section 401(k) of the Internal Revenue Code. Under the 401(k) provisions, the Company makes discretionary matching contributions to employees’ 401(k). The Company made contributions to the Plan in the amount of $481 and $537 for the years ended December 31, 2017 and 2016, respectively.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Employment Agreements and Separation Agreements

Effective October 27, 2016, the Company entered into a separation agreement with a former CEO which entitles him to contractual termination benefits, including all accrued compensation, seven months of post-separation payments, seven months of health insurance continuation and eligibility for certain bonus payments, beginning on his December 1, 2016 termination date. As of December 31, 2017, the Company has paid all post-separation payments to the former CEO.

Effective December 2, 2016, the Company entered into an employment agreement with a new CEO (the “CEO Agreement”) pursuant to which the new CEO will receive an initial base salary of $465 and is eligible for bonus payments upon the attainment of certain performance targets. The CEO Agreement provides for severance benefits such that if the CEO’s employment is terminated by the Company without cause, or by the CEO for Good Reason, as defined, the CEO is entitled to severance salary continuation equal to the annual base salary for twenty-four months following termination (aggregate payments of $930) if the CEO’s employment is terminated before June 30, 2018, or eighteen months following termination (aggregate payments of $697) if the CEO’s employment is terminated on or after June 30, 2018. In addition, upon or following a Change of Control, the termination benefits for this executive officer described above shall be in the form of a lump-sum payment rather than as salary continuation.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

Effective December 20, 2016, the Company entered into an at-will employment agreement with its new Vice President of Operations, which provides for a starting base salary of $265 per annum, and has contractual termination benefits pursuant to which the Vice President of Operations is entitled to severance salary continuation for six months (aggregate payments of $132), if he is terminated without cause.

Effective May 10, 2017, the Company entered into a separation agreement with a former CFO which entitles him to contractual termination benefits, including all accrued compensation, twelve months of post-separation payments, twelve months of health insurance continuation and eligibility for certain bonus payments, beginning on his June 30, 2017 termination date. As of December 31, 2017, the Company accrued $155 for the estimated remaining aggregate liability to the former CFO.

Effective June 6, 2017, the Company entered into an agreement with its new CFO, which provides for a starting base salary of $325 per annum, and has contractual termination benefits pursuant to which the CFO is entitled to severance salary continuation for twelve months (aggregate payments of $325), if she is terminated without cause.

Legal Proceedings

The Company is a party to numerous legal proceedings that arise in the ordinary course of business. The Company has certain insurance coverage and rights of indemnification. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company’s 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 matters could have a material adverse effect on the Company’s business, results of operations, financial condition, and/or cash flows.

Operating Leases

The Company leases various land, office and dealership equipment under non-cancellable operating leases. These leases have terms ranging from 36 months to 4 years and expire through 2022. Future minimum payments under operating leases are as follows:

Year Ending December 31,   
2018 $2,509 
2019  2,215 
2020  1,741 
2021  1,482 
2022  15 
Total $7,962 

Rent expense on operating leases for the years ended December 31, 2017 and 2016 was $3,026 and $2,953, respectively.

Transaction Incentive Plan

On January 30, 2017, the Company’s Board of Directors approved the Company’s Transaction Incentive Plan, which provides incentives to eight directors and employees of the Company upon the consummation of a qualifying sale transaction. The Transaction Incentive Plan expires on October 31, 2020. To the extent the proceeds received in a qualifying sale transaction exceed certain specified thresholds (the “Excess Amount”), participants in the Transaction Incentive Plan who meet the specified service requirements are entitled to a cash and stock award on the closing date of the qualifying sale transaction equal to their awarded percentage of the Excess Amount. The cash and stock awards will be paid from the consideration of the qualifying sale transaction. The Contemplated Mergers (see Note 3 – Merger Agreement) represented a qualifying sale transaction that, if consummated with no purchase price adjustments, would result in the payment to plan participants an aggregate of approximately $1,510 of cash (including amounts held in escrow) and approximately 51,893 shares of Holdco’s common stock with a value of $454 based on an assumed closing price of $8.75 per Holdco share. An additional $250 will be paid in cash and stock upon the release of amounts held in escrow under the Merger Agreement.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

NOTE 14 – STOCKHOLDERS’ EQUITY

Authorized Capital

As of December 31, 2017, the Company was authorized to issue 4,500,000 shares of common stock, $0.001 par value, and 150,000 shares of preferred stock, $0.001 par value. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock is designated as follows: 10,000 shares to Senior Preferred Stock; and 140,000 shares undesignated. The holders of Senior Preferred Stock are entitled to the number of votes equal to the number of shares of common stock into which the holder’s shares are convertible.

Equity Incentive Plans

The Company’s 2010 Equity Incentive Plan (“2010 Plan”) provided for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units to employees, directors and consultants of the Company and its affiliates. The Company believes that such awards better align the interests of its employees with those of its shareholders. The common stock that may have been issued pursuant to awards was not to exceed 100,000 shares in the aggregate, provided that, no more than 14,000 shares shall be incentive stock options. The 2010 Plan became effective on October 19, 2010. The 2010 Plan required the exercise price of stock options to be greater than or equal to the fair value of the Company’s common stock on the date of grant.

On January 30, 2017, the Company cancelled its 2010 Plan. See Stock Options, below, for details on the stock options previously granted under the 2010 Plan that were cancelled on January 30, 2017.

On January 30, 2017, the Company’s Board of Directors approved the Company’s 2017 Equity Incentive Plan (“2017 Plan”), which provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units to employees, directors and consultants of the Company and its affiliates. The common stock that may be issued pursuant to awards shall not exceed 333,333 shares in the aggregate, provided that, no more than ten percent (10%) of such shares shall be incentive stock options. The 2017 Plan shall terminate on January 30, 2027. The 2017 Plan requires the exercise price of stock options to be greater than or equal to the fair value of the Company’s common stock on the date of grant. As of the date these consolidated financial statements were issued, there were 50,000 shares available for future issuance under the 2017 Plan.

Senior Preferred Stock

At any time, the Company, at its option and with prior notice provided, may redeem outstanding shares of Senior Preferred Stock for an amount equal to 102% of the then liquidation value as of the applicable redemption date, which is defined as an amount equal to $1,000 per share of Senior Preferred Stock plus all accumulated and unpaid dividends. The redemption price shall be paid in cash. The holders of Senior Preferred Stock have the right, at their option at any time, to convert such shares into shares of common stock at the Conversion Price, which is computed by dividing an amount in cash equal to $1,000 per share of Senior Preferred Stock by the then Conversion Price (initially $4.285715 per share of common stock). The Conversion Price may be reduced on a weighted average basis in the event of any sales of common stock for a price less than the Conversion Price. Each share of Senior Preferred Stock shall automatically be converted into common stock upon the sale of common stock by the Company in an underwritten public offering that results in gross cash proceeds to the Company of at least $50,000. The holders of Senior Preferred Stock are entitled to vote together with the shares of common stock on an as-converted basis. So long as any shares of Senior Preferred Stock remain outstanding, the Company shall not, without the written consent of the requisite holders of Senior Preferred Stock, perform certain actions such as issuing shares of the Company, amend the Certificate of Designation or approve the merger of the Company, as specified in the Certificate of Designation. The holders of Senior Preferred Stock are entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative dividends at the annual rate of 8% of the liquidation value, which is defined as an amount equal to $1,000 per share of Senior Preferred Stock plus all accumulated and unpaid dividends. Such dividends are compounded quarterly and, to the extent declared, are payable in cash by the Company on a quarterly basis. If undeclared, dividends continue to accumulate. At liquidation, after payment of debts and liabilities, the holders of Senior Preferred Stock shall be entitled to receive an amount in cash equal to $1,000 per share of Senior Preferred Stock plus all unpaid dividends, whether or not declared, before any distribution is made to holders of shares of any junior securities.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

The Senior Preferred Stock was redeemable at the Company’s option and an analysis of its features determined that it was more akin to equity and, therefore, it was classified within stockholders’ equity on the consolidated balance sheets. While the embedded conversion option (“ECO”) was subject to an anti-dilution price adjustment, since the ECO was clearly and closely related to the equity host, it was not required to be bifurcated and was not accounted for as a derivative liability under ASC 815.

In December 2009, the Company issued 10,000 shares of Senior Preferred Stock to certain investors for consideration of $1,000 per share or $10,000 in the aggregate. On March 2, 2017, the Company issued a Notice of Redemption to the holders of all of the then designated, issued and outstanding shares of Senior Preferred Stock, after which the holders surrendered all 10,000 shares of Senior Preferred Stock for conversion into 2,333,331 shares of common stock. As of December 31, 2017 and 2016, there were 0 and 10,000 shares of Senior Preferred Stock outstanding, respectively.

Dividends

The Company declared dividends totaling $54,498 in 2015. The first distribution, in an aggregate amount of $10,000, was made on December 22, 2015 in the form of a cash dividend to the stockholders of record on December 17, 2015. This dividend was allocated first to payment of accumulated and current cumulative dividends in the aggregate amount of $6,085 on Senior Preferred Stock for all periods ending on and before December 21, 2015, and then to payment of a cash dividend in the aggregate amount of $3,915 to the holders of common stock and the holders of Senior Preferred Stock on an as-if converted basis.

The second distribution, in an aggregate amount of $44,498, was made on January 5, 2016 in the form of cash dividends to the stockholders of record on December 24, 2015. This dividend was allocated first to payment of current cumulative dividends in the aggregate amount of $29 on Senior Preferred Stock for the period of December 22, 2015 through January 4, 2016, and then to payment of a cash dividend in the aggregate amount of $44,469 to the holders of common stock and the holders of Senior Preferred Stock on an as-if converted basis.

On April 10, 2017, the Company declared dividends totaling $15,000, which were distributed on April 19, 2017 in the form of a cash dividend to the common stockholders of record on April 10, 2017.

Stock Options

The Company recognized stock-based compensation expense related to stock options for the years ended December 31, 2017 and 2016 of $497 and $13, respectively which is included within operating expenses on the consolidated statements of income. As of December 31, 2017, there was $1,801 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 3.1 years.

On January 30, 2017, holders of options to purchase an aggregate of 75,561 shares of common stock under the 2010 Plan with exercise prices of both $68.80 and $137.60 per share agreed to cancel their option awards in exchange for new awards under the Company’s Transaction Incentive Plan (see Note 13 – Commitments and Contingencies – Transaction Incentive Plan for details of the Transaction Incentive Plan awards). As a result of the option cancellation, the Company derecognized aggregate compensation expense of $14 related to the cancelled options that were unvested at the time of the cancellation.

On January 30, 2017, the Company granted ten-year, non-statutory stock options to purchase an aggregate of 216,667 shares of common stock with an aggregate grant date fair value of $1,562 under the 2017 Plan to two Company executives with an exercise price of $26.00 per share. The options vest in equal installments of 25% on each of the next four anniversary dates from the date of grant. Upon a change of control, vesting of all then unvested shares is accelerated. During April 2017, concurrent with the declaration of the stockholder dividend, the exercise prices of the options were reduced to $21.77 per share, resulting in a $269 increase in the fair value of the options. The $1,831 fair value of the options, as modified, is being recognized ratably over the vesting term of the options.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

On June 12, 2017, the Company granted a ten-year, non-statutory stock option to purchase an aggregate of 66,666 shares of common stock under the 2017 Plan to a new Company executive with an exercise price of $26.00 per share. The options vest in equal installments of 25% on each of the next four anniversary dates from the date of grant. Upon a change of control, vesting of all then unvested shares is accelerated. The estimated aggregate grant date fair value of $466 is being recognized ratably over the vesting term of the options.

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options is estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company calculates the expected volatility using the historical volatility of comparable companies over the most recent period equal to the expected term and evaluates the extent to which available information indicates that future volatility may differ from historical volatility. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company has not experienced significant exercise activity on stock options. Due to the lack of historical information, the Company determined the expected term of its stock option awards issued using the simplified method.

The grant date value of options granted during year ended December 31, 2017 was determined using the Black Scholes method with the following assumptions used:

For the Year Ended
December 31, 2017
Risk free interest rate1.90% - 2.11%
Expected term (years)6.17 - 6.25
Expected volatility36%
Expected dividends0.00%

A summary of the option activity during the year ended December 31, 2017 is presented below:

        Weighted    
     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Life  Intrinsic 
  Options  Price  In Years  Value 
Outstanding, December 31, 2016  75,561  $98.69         
Granted  283,333   26.00         
Forfeited  (75,561)  98.69         
Outstanding, December 31, 2017  283,333  $22.77(1)  9.2  $- 
                 
Exercisable, December 31, 2017  -  $-   -  $- 

(1)In April 2017, options for the purchase of 216,667 common shares were modified such that the exercise price was reduced from $26.00 per share to $21.77 per share (see Note 14), reducing the weighted average exercise price from $26.00 per share to $22.77 per share.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

The following table presents information related to stock options at December 31, 2017:

 Options Outstanding   Options Exercisable 
         Weighted     
     Outstanding   Average   Exercisable 
 Exercise   Number of   Remaining Life   Number of 
 Price   Options   In Years   Options 
$21.77   216,667   -   - 
$26.00   66,666   -   - 
     283,333   -   - 

On March 15, 2018, as a result of the consummation of the Mergers (see Note 3 – Merger Agreement), the existing option-holders were entitled to receive an aggregate of $2,636, of which $1,500 was distributable in cash and $450 was distributable in the form of 51,529 shares of common stock. An additional amount of $686 will be paid to the option-holders in cash and stock upon the release of amounts held in escrow under the Merger Agreement.

NOTE 15 – SUBSEQUENT EVENTS

M&T Financing Agreement

On March 15, 2018, the Company replaced the BOA Debt (See Note 10) with a $200,000 Senior Secured Credit Facility with M&T Bank (the “M&T Facility”). The M&T Facility includes a $175,000 Floor Plan Facility (the “M&T Floor Plan Line of Credit”), a $20,000 Term Loan (the “M&T Term Loan”), and a $5,000 Revolving Credit Facility (the “M&T Revolver”). The M&T Facility will mature on March 15, 2021. The M&T facility requires the Company to meet certain financial covenants and is secured by substantially all assets of the Company.

The M&T Floor Plan Line of Credit may be used to finance new vehicle inventory, but only $45,000 may be used to finance pre-owned vehicle inventory and only $4,500 may be used to finance rental units. Principal becomes due upon the sale of the respective vehicle. The M&T Floor Plan Line of Credit shall accrue interest at either (a) the fluctuating 30-day LIBOR rate plus an applicable margin which ranges from 2.00% to 2.30% based upon the Company’s total leverage ratio (as defined in the M&T Facility) or (b) the Base Rate plus an applicable margin ranging from 1.00% to 1.30% based upon the Company’s total leverage ratio (as defined in the M&T facility). The Base Rate is defined in the agreement as the highest of M&T’s prime rate, the Federal Funds rate plus 0.50% or one-month LIBOR plus 1.00%. In addition, the Company will be charged for unused commitments at a rate of 0.15%.

The M&T Term Loan will be repaid in equal monthly principal installments of $242 plus accrued interest through the maturity date. At the maturity date, the Company will pay a principal balloon payment of $11,300 plus any accrued interest. The M&T Term Loan shall bear interest at (a) LIBOR plus an applicable margin of 2.25% to 3.0% based on the total leverage ratio (as defined in the agreement) or (b) the Base Rate plus a margin of 1.25%-2.00% based on the total leverage ratio (as defined in the agreement).

The M&T Revolver allows the Company to draw up to $5,000. The M&T Revolver shall bear interest at (a) 30-day LIBOR plus an applicable margin of 2.25% to 3.0% based on the total leverage ratio (as defined in the agreement) or (b) the Base Rate plus a margin of 1.25%-2.00% based on the total leverage ratio (as defined in the agreement). The M&T Revolver is also subject to the unused commitment fees at rates varying from 0.25% to 0.50% based on the total leverage ratio (as defined).

2018 Long-Term Equity Incentive Plan

On March 15, 2018, Holdco adopted the 2018 Long-Term Incentive Equity Plan (the “2018 Plan”). The 2018 Plan reserves up to 13% of the Holdco Shares outstanding on a fully diluted basis. If the fair market value per share of Holdco Share immediately following the closing of the Merger is greater than $8.75 per Holdco Share the number of Holdco Shares authorized for awards under the 2018 Plan shall be increased by a formula (as defined in the 2018 Plan) not to exceed 18% of Holdco Shares then outstanding on a fully diluted basis.

LAZY DAYS’ R.V. CENTER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share amounts)

December 31, 2017 and 2016

On March 16, 2018, Holdco granted 3,573,113 stock options to employees under the 2018 Plan, including 1,458,414 to the CEO and 583,366 to the CFO. The options have an exercise price of $11.10 and a contractual life of five years. The options shall vest as follows and shall be exercisable only to the extent that it has vested: 30% of the option shall vest once the volume weighted average price (“VWAP”), as defined in the options agreement, is equal to or greater than $13.125 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; an additional 30% of the options shall vest once the VWAP is equal to or greater than $17.50 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; an additional 30% of the Option shall vest once the VWAP is equal to or greater than $21.875 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; and an additional 10% of the Option shall vest once the VWAP is equal to or greater than $35 per Holdco Share for at least thirty (30) out of thirty-five (35) consecutive trading days; provided that the option-holder remains continuously employed by the Company (and/or any of its subsidiaries) from the grant date through (and including) the relevant date of vesting.

On March 16, 2018, Holdco granted options for the purchase of an aggregate of 99,526 Holdco Shares to the non-employee directors of the Company. The options issued to the non-employee directors of the Company have an exercise price of $11.10, vest over 3 years, and have a 5-year contractual life.

 F-27

Index for Pro Forma Financial Statement

Unaudited Pro Forma Condensed Combined Financial Statements

Pro Forma Condensed Combined Balance Sheet as of November 30, 2017 (unaudited)PF-4
Pro Forma Condensed Combined Statement of Operations for the year ended November 30, 2017PF-7

 PF-1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

Lazydays Holdings, Inc. is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Mergers.

The following unaudited pro forma condensed combined balance sheet as of November 30, 2017 combines the audited historical consolidated balance sheet of Lazydays as of December 31, 2017 with the audited historical consolidated balance sheet of Andina as of November 30, 2017, giving effect to the Mergers as if they had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the year ended November 30, 2017 combines the audited historical consolidated statement of income of Lazydays for the year ended December 31, 2017 with the audited historical consolidated statement of operations of Andina for the year ended November 30, 2017, giving effect to the Mergers as if they had occurred on December 1, 2016.

The historical financial information of Lazydays was derived from the audited consolidated financial statements of Lazydays for the year ended December 31, 2017 and 2016, included as an Exhibit in this Form 8-K. The historical financial information of Andina was derived from the audited consolidated financial statements of Andina for the years ended November 30, 2017 and 2016, included in the proxy statement/prospectus/information statement filed with the Securities and Exchange Commission on February 15, 2018. This information should be read together with Lazydays’ and Andina’s audited and unaudited financial statements and related notes, “Lazydays’ Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” and other financial information included elsewhere in this Form 8-K.

Description of the Merger

Pursuant to the Merger Agreement, the aggregate consideration paid in the Mergers consisted of (i) 2,857,143 shares of Holdco’s common stock and (ii) $86,741,000 in cash, subject to adjustments based on Lazydays’ working capital and debt as of the closing date (“Merger Consideration Cash”).

Andina also entered into a series of securities purchase agreements with institutional investors for a $94.8 million PIPE Investment which closed simultaneously with the consummation of the Mergers. As a result of the PIPE Investment, on the closing, Andina issued an aggregate of 600,000 shares of Series A Preferred Stock (with a stated value of $60.0 million), 3,993,479 shares of common stock (the “Holdco Shares”) and five-year warrants to purchase an additional 2,503,934 Holdco Shares exercisable at $11.50 per share.

Accounting for the Merger

The Mergers will be accounted for in accordance with the acquisition method of accounting. Under this method, the excess of the purchase price of the assets acquired over the book value as of the date of acquisition will be allocated first to the identifiable intangible assets, then any remaining excess to goodwill. All other assets and liabilities to be acquired are primarily estimated to be stated at their fair values, which approximates their recorded cost. In addition, a deferred tax liability will be provided on the difference between the value allocated and their tax basis.

The unaudited pro forma condensed combined financial statements give effect to Andina’s extension of the date by which it had to consummate a business combination. As a result of the extension amendments, an aggregate of 1,868,121 ordinary shares were redeemed for $19,111,274, which was released from the trust account. In addition, the pro forma condensed combined financial statements give effect to the monthly contribution of $0.03 per share, or $469,628 in the aggregate, to the trust account for each public share that was not redeemed in connection with the extension amendments.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Mergers, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Mergers.

 PF-2

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Lazydays and Andina have not had any historical relationship prior to the Mergers. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma condensed combined financial statements are 2,857,143 Holdco Shares issued to Lazydays stockholders.

Upon consummation of the Mergers, 4,310,000 rights converted into 615,713 Holdco Shares.

As a result of the Mergers, after 1,096,880 shares were redeemed for cash at a redemption price of $10.30 per share (which is the full pro rata share of the trust account as of March 15, 2018), Former shareholders of Lazydays own approximately 29.1% of Holdco Shares outstanding immediately after the Mergers, Andina public shareholders own approximately 16.4% of Holdco Shares, Andina’s initial founders own approximately 13.3% of Holdco Shares, EarlyBirdCapital owns approximately 0.5% of Holdco shares and the PIPE investors own approximately 40.7% of Holdco Shares, based on the number of Andina shares outstanding as of November 30, 2017.

 PF-3

PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF NOVEMBER 30, 2017
(UNAUDITED)

(in thousands, except share amounts)

  (A)
Lazydays
  (B)
Andina
  

Pro Forma

Adjustments

  Pro Forma Balance Sheet 
Assets                
Current assets:                
Cash $13,292  $31  $21,986(3)    
           (8,907)(4)    
           (722)(5)    
           (11,298)(6)    
           60,000(7)    
           34,797(8)    
           (86,741)(10) $22,438 
Receivables, net  19,911   -   -   19,911 
Inventories  114,170   -   11,930(10)  126,100 
Prepaid expenses and other  2,062   279   -   2,341 
Total Current Assets  149,435   310   21,045   170,790 
                 
Cash and marketable securities held in Trust Account  -   29,194   (7,293)(1)    
           85(2)    
           (21,986)(3)  - 
Property and equipment, net  45,669   -   5,378(10)  51,047 
Goodwill  25,216   -   (10,238)(10)    
           12,190(11)  27,168 
Deferred tax asset  144   -   (144)(10)  - 
Intangible assets, net  25,862   -   58,238(10)  84,100 
Other assets  219   -   -   219 
Total Assets $246,545  $29,504  $57,275  $333,324 
                 
Liabilities and Stockholders’ Equity                
Current liabilities:                
Accounts payable, accrued expenses and other current liabilities $25,181  $454  $(1,200)(4) $24,435 
Notes payable - related parties  -   637   85(2)    
           (722)(5)  - 
Income taxes payable  1,536   -   -   1,536 
Contingent liability, current portion  667   -   -   667 
Financing liability, current portion  595   -   -   595 
Floor plan notes payable, net of debt discount  104,976   -   -   104,976 
Long-term debt, current portion  1,870   -   -   1,870 
Total Current Liabilities  134,825   1,091   (1,837)  134,079 
                 
Long-term debt, non-current portion, net of debt discount  7,207   -   -   7,207 
Financing liability, net of debt discount  53,680   -   -   53,680 
Deferred tax liability  -   -   (144)(10)    
           12,190(11)  12,046 
Total Liabilities  195,712   1,091   10,209   207,012 
                 
Commitments and Contingencies                
Ordinary shares subject to redemption  -   23,413   (7,293)(1)    
           (16,120)(6)  - 
Redeemable Series A Preferred Stock  -   -   (2,100)(4)    
           58,152(7)  56,052 
Stockholders’ Equity                
Common stock  3   -   (3)(10)  - 
Ordinary shares  -   -   -   - 
Additional paid-in capital  49,756   6,139   (2,065)(4)    
           4,822(6)    
           1,848(7)    
           34,797(8)    
           3,204(9)    
           (49,756)(10)    
           30,910(10)    
           1,801(12)  81,456 
Treasury stock  (11)  -   11(10)  - 
Retained earnings (Accumulated deficit)  1,085   (1,139)  (3,542)(4)    
           (3,204)(9)    
           (2,595)(10)    
           (1,801)(12)  (11,196)
Total Stockholders’ Equity  50,833   5,000   14,427   70,260 
Total Liabilities and Stockholders’ Equity $246,545  $29,504  $57,275  $333,324 

 PF-4

Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheet

(A)Derived from the audited consolidated balance sheet of Lazydays as of December 31, 2017.
(B)Derived from the consolidated audited balance sheet of Andina as of November 30, 2017.

(1)To reflect the redemption of 708,052 ordinary shares at approximately $10.30 per share in connection with Andina’s shareholder meetings held on January 31, 2018, pursuant to which the shareholders approved the date by which the company has to consummate a Business Combination (“Extension Vote”).
(2)To reflect the funding of $0.03 per share for each public share of Andina’s ordinary shares that were not redeemed in connection with the Extension Vote.
(3)To reflect the release of cash from investments held in the trust account.
(4)To reflect the payment of legal, financial advisory and other professional fees related to the Mergers.
(5)To record repayment of notes payable from related parties.
(6)To reflect (a) the cancellation of 1,096,880 ordinary shares for shareholders who elected cash conversion for cash payment of $11,298 and (b) reclassification of 472,571 ordinary shares subject to redemption to permanent equity for those shareholders who did not exercise their redemption rights.
(7)To reflect the PIPE Investment issuance of 600,000 shares of Series A Preferred Stock for proceeds of $60,000. The proceeds from the PIPE Investment were allocated based on the relative fair values of the Series A Preferred Stock and the warrants. As a result, the relative fair value of the warrants amounting to $1,848 is recorded as a discount to the Series A Preferred Stock, with a corresponding credit to additional paid in capital.
(8)To reflect the PIPE Investment issuance of 3,993,479 shares of common stock for proceeds of $34,797.
(9)To reflect the beneficial conversion feature associated with the Series A Preferred Stock as a result of the effective conversion price being less than the commitment date fair value.
(10)Reflects the allocation, on a preliminary basis, of cost associated with the Mergers under the acquisition method of accounting as though the acquisition occurred on November 30, 2017. The final allocation of the purchase consideration for the Mergers will be determined after the completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following the completion of the Mergers. Accordingly, the final acquisition accounting adjustments could differ materially from the unaudited pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of the purchase consideration allocable to goodwill and could impact the operating results of the Company following the Mergers due to differences in the allocation of the purchase consideration, depreciation and amortization related to some of these assets and liabilities. The preliminary allocation of the purchase price is as follows:

 PF-5

Fair value of common stock issued (2,857,143 shares) $29,400 
Cash paid  86,741 
Total consideration  116,141 
     
Allocated to:    
Cash $13,292 
Receivables  19,911 
Inventories  126,100 
Prepaid expenses and other  2,062 
Property and equipment  51,047 
Other assets  219 
Accounts payable, accrued expenses and other current liabilities  (25,181)
Income taxes payable  (1,536)
Contingent liability  (667)
Floor plan notes payable  (104,976)
Long-term debt  (9,077)
Financing liability  (54,275)
Deferred tax liability  (12,046)
Net assets acquired  4,873 
     
Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill $118,814 

An increase or decrease of 1% of Andina’s share price will result in an approximate $286 increase or decrease to the amount recorded as goodwill.

The fair value of the common stock was determined using the closing market price of Andina’s ordinary shares on March 15, 2018, which was $10.29 per share. Cash paid represents $85,000 in cash, plus adjustments of $1,741 based on Lazydays’ working capital and debt as of March 15, 2018.

The fair value of finished goods and merchandise inventory was determined based on estimated selling prices less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity. The fair value of property and equipment was determined using the indirect cost approach which utilizes fixed asset record information including historical costs, acquisition dates, and asset descriptions and applying asset category specific nationally recognized indices to the historical cost of each asset to derive replacement cost new less depreciation. Management has also made the initial determination that all other assets and liabilities to be acquired are primarily estimated to be stated at their fair values, which approximates their recorded cost. While a final determination of the value of the identifiable intangibles has not been completed, management has made an initial determination that approximately $84,100 of the excess of the purchase price over the net assets acquired should be allocated to identifiable intangible assets. The unidentified excess of the purchase price over the fair value of the net assets acquired has been recorded as goodwill.

  Amount  

Estimated

Useful Life

(Years)

 
Trade Name, Service Marks and Domain Names $35,500   Indefinite 
Dealer Agreements  38,200   12 
Customer Lists  10,400   12 
Intangible Assets  84,100     
Goodwill  27,168     
   111,268     

(11)Represents the income tax effect of the acquisition date differences between the financial reporting and income tax bases of assets acquired and liabilities assumed, excluding goodwill. The deferred tax liability was calculated using a 21% tax rate.
(12)To record a one-time stock-based compensation expense for options vested upon consummation of the Mergers.

 PF-6

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED NOVEMBER 30, 2017

(UNAUDITED)

(in thousands, except share and per share amounts)

  

(A)

Lazydays

  

(B)

Andina

  Pro Forma Adjustments  Pro Forma Income Statement 
             
Total revenue $614,838  $-  $-  $614,838 
Cost of revenues  487,701   -   -   487,701 
Gross profit  127,137   -   -   127,137 
                 
Selling, general and administrative expenses  105,096   1,001     (2,315)(1)    
             4,050(2)   107,832 
Income (loss) from operations  22,041   (1,001)  (1,735)  19,305 
                 
Other income (expense):                
Gain on sale of property and equipment  98   -   -   98 
Interest income  -   279     (279)(3)  - 
Interest expense  (8,752)  -   -   (8,752)
Income (loss) before income tax expense  13,387   (722)  (2,014)  10,651 
Income tax expense  (5,085)  -     1,464(4)   (3,621)
Net income (loss)  8,302   (722)  (550)  7,030 
Deemed dividends on preferred stock  -   -     (4,800)(5)   (4,800)
Net income (loss) attributable to the Company’s common stockholders $8,302  $(722) $(5,350) $2,230 
                 
Weighted average shares outstanding, basic and diluted      1,783,593     7,938,906(6)   9,722,499 
Basic and diluted net income (loss) per share     $(0.40)     $0.23 

 PF-7

Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements

(A)Derived from the audited consolidated statements of income of Lazydays for the year ended December 31, 2017.
(B)Derived from the audited consolidated statements of operations of Andina for the year ended November 30, 2017.

(1)Represents an adjustment to eliminate direct, incremental costs of the Mergers which are reflected in the historical financial statements Lazydays and Andina in the amount of $2,098 and $217 as of November 30, 2017, respectively.
(2)To reflect the amortization of the values assigned to the dealer agreements acquired over an estimated useful life of 12 years and customer lists acquired over an estimated useful life of 12 years.
(3)Represents an adjustment to eliminate interest income on marketable securities held in the trust account as of the beginning of the period.
(4)To record normalized blended statutory income tax benefit rate of 34.0% for pro forma financial presentation purposes.
(5)To record deemed dividends on the Series A Preferred Stock for the purpose of determining income (loss) attributable to common stockholders.
(6)As the Mergers are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issuable relating to the Mergers and the PIPE Investment have been outstanding for the entire period presented. The calculation is retroactively adjusted to eliminate the 1,096,880 shares redeemed for the entire period. For purposes of presenting diluted net income (loss) per share in the pro forma statement of operations for all securities, the Company assumed that the dilutive securities are not dilutive for the periods presented and, therefore, weighted average common shares outstanding for basic and diluted purposes are the same.

The following presents the calculation of basic and fully diluted weighted average common shares outstanding. Fully diluted weighted average common shares outstanding assumes the conversion of all convertible securities, the exercise of all warrants for cash proceeds and the exercise of the unit purchase options and securities underlying such unit purchase options for cash proceeds. If all securities were converted and exercised for cash, this would result in proceeds of approximately $62,449.

Year Ended

November 30, 2017

Weighted average shares calculation, basic
Andina weighted average public shares outstanding1,783,593
Andina rights converted to shares615,713
Andina shares subject to redemption reclassified to equity472,571
Shares issued to PIPE investors3,993,479
Andina shares issued in Mergers2,857,143
Weighted average shares outstanding9,722,499
Percent of shares owned by Lazydays’ holders29.4%
Percent of shares owned by Andina public shareholders15.6%
Percent of shares owned by Andina founders13.4%
Percent of shares owned by EarlyBirdCapital0.5%
Percent of shares owned by PIPE investors41.1%

 PF-8

Year Ended

November 30, 2017

Weighted average shares calculation, basic
Existing Lazydays holders2,857,143
PIPE investors3,993,479
Andina public shareholders1,517,592
Andina founders1,302,856
EarlyBirdCapital51,429
Weighted average shares, basic9,722,499

Year Ended

November 30, 2017

Weighted average shares calculation, fully diluted
Andina public shareholders1,517,592
Andina founders1,302,856
EarlyBirdCapital51,429
Shares issued to PIPE investors3,993,479
Convertible preferred stock5,962,733
Warrants underlying PIPE Investment2,503,934
Andina shares issued in Mergers2,857,143
Andina warrants underlying public shares2,155,000
Unit purchase options657,142
Weighted average shares outstanding21,001,308
Percent of shares owned by Lazydays’ holders13.6%
Percent of shares owned by Andina public shareholders17.4%
Percent of shares owned by Andina founders6.2%
Percent of shares owned by EarlyBirdCapital3.5%
Percent of shares owned by PIPE investors59.3%

Year Ended

November 30, 2017

Weighted average shares calculation, fully diluted
Existing Lazydays holders2,857,143
PIPE investors12,460,146
Andina public shareholders3,650,092
Andina founders1,302,856
EarlyBirdCapital731,071
Weighted average shares, fully diluted21,001,308

 PF-9

PART II


INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.
Other Expensesexpenses of Issuanceissuance and Distributiondistribution.

The following table sets forth allthe expenses to be paidpayable by the registrant, other than underwriting discounts and commissions,us in connection with the offering of securities described in this offering.registration statement. All amounts shown are estimates, except for the SEC registration fee.

SEC registration fee $26,200 
Legal fees and expenses $75,000 
Accounting fees and expenses $25,000 
Miscellaneous expenses $5,000 
Total $131,200 

We will bear all expenses shown below.
Item
Amount
SEC registration fee
$14,760.00
Subscription and Information agent fees and expenses
$15,000
Printing and postage expenses
$30,000
Legal fees and expenses
$350,000
Accounting fees and expenses
$35,000
Miscellaneous fees and expenses
$5,000
Total
$449,760
Item 14.
Indemnification of Directorsdirectors and Officersofficers.

Section 145(a) of the Delaware General Corporation Law, as amended from time to time (“DGCL”),DGCL, which the Company is subject to, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Any indemnification under subsections (a) and (b) of Section 145 of the DGCL (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination,determination: (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, orquorum; (2) by a committee of such directors designated by majority vote of such directors,
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even though less than a quorum, orquorum; (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion,opinion; or (4) by the stockholders. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section.Section 145. Such expenses (including attorneys’ fees) incurred by former directordirectors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

 II-1

Section 145 of the DGCL and the Company’s Bylaws empower the Company to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation,Company, or is or was serving at the request of the corporationCompany as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporationCompany would have the power to indemnify such person against such liability under Section 145.

According to Company’s Amended and Restated Certificate of Incorporation (the “Articles”) and the Bylaws, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of the Article 8 by the stockholders of the Company shall not adversely affect any right or protection of a director of the Company with respect to events occurring prior to the time of such repeal or modification.

The Articles also permits the Company, to the full extent permitted by Section 145 of DGCL, to indemnify all persons whom it may indemnify pursuant thereto. The Articles and Bylaws provide that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding for which such officer or director may be entitled to indemnification under the Articles shall be paid by the Company in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized hereby.

thereby.

According to the Bylaws, the indemnification and advancement of expenses provided by, or granted pursuant to the Bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15.Recent Sales of Unregistered Securities

In July 2015, the Company issued an aggregateevent that a claim for indemnification against such liabilities (other than the payment by the registrant of 1,150,000 ordinary shares to its initial shareholders for an aggregate purchase priceexpenses incurred or paid by a director, officer or controlling person of $25,000,the registrant in the successful defense of any action, suit or approximately $0.02 per share,proceeding) is asserted by such director, officer or controlling person in connection with the Company’s organizationsecurities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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Item 15.
Recent sales of unregistered securities.
Since January 1, 2020, we have made the following sales of unregistered securities:
On December 22, 2020, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 28,571 shares of our Common Stock pursuant to the exemptioncashless exercise provisions of the warrant, resulting in the issuance of 5,755 shares of our Common Stock.
On February 16, 2021, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 11,429 shares of our Common Stock, resulting in the issuance of 11,429 shares of our Common Stock.
On May 6, 2021, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 92,000 shares of our Common Stock pursuant to the cashless exercise provisions of the warrant, resulting in the issuance of 47,866 shares of our Common Stock.
On November 11, 2021, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 85,714 shares of our common stock pursuant to the cashless exercise provisions of the warrant, resulting in the issuance of 39,108 shares of our common stock.
On January 5, 2022, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 57,143 shares of our Common Stock pursuant to the cashless exercise provisions of the warrant, resulting in the issuance of 24,276 shares of our Common Stock.
On December 6, 2022, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 133,653 shares of our Common Stock, resulting in the issuance of 133,653 shares of our Common Stock.
On December 6, 2022, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 363,241 shares of our Common Stock resulting in the issuance of 363,241 shares of our Common Stock.
On February 27, 2023, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 7,500 shares of our Common Stock pursuant to the cashless exercise provisions of the warrant, resulting in the issuance of 215 shares of our Common Stock.
On March 14, 2023, an institutional investor exercised a warrant issued in the 2018 PIPE transaction with respect to 670,807 shares of our Common Stock, resulting in the issuance of 670,807 shares of our Common Stock.
The above issuances were exempt from registration contained inunder the Securities Act pursuant to Section 4(a)(2)3(a)(9) of such act, as exchanges of Company securities by existing security holders where no commission or remuneration was paid or given directly or indirectly for soliciting the exchanges.
On March 17, 2021, two institutional investors of the Securities Act. 150,000 shares were subsequently forfeited as a result ofCompany exercised warrants issued in the over-allotment option not being exercised by the underwriters.

In addition, the initial shareholders and EarlyBirdCapital purchased2018 PIPE transaction with respect to an aggregate of 310,000 private units from the Company on a private placement basis simultaneously with the consummation of this offering at a price of $10.00 per unit. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

The securities offered for resale by the Selling Stockholders were acquired in a $94.8 PIPE investment, which was consummated simultaneously with the closing of the merger on March 15, 2018. In the PIPE Investment, we issued an aggregate of 600,0001,005,308 shares of Series A PreferredCommon Stock (with a stated valuefor cash, resulting in the issuance of $60.0 million), 2,653,9841,005,308 shares of Common Stock and five-year warrantsgross proceeds to purchase an additional 3,843,436 sharesthe Company of common stock.

Lazydays Holdings, Inc. issued the foregoing securitiesapproximately $11.3 million, pursuant to Rule 506 of Regulation D promulgatedagreements executed with the Company on such date. Such issuances were exempt from registration under the Securities Act pursuant to Section 4(a)(2) of such act, and Rule 506(b) thereunder, as issuances made in a transaction not requiring registration under Section 5 of the Securities Act. Each investor represented its intentionsprivate placement to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities. The recipients also had adequate access to information about Lazydays Holdings, Inc.accredited investors.

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Item 16.
Exhibits and Financial Statement Schedulesfinancial statement schedules.

(a)
Exhibits.

The exhibits listed on the Index to Exhibitsbelow are filed as part of this Registration Statement are filed herewith or are incorporated herein by reference to other filings.

(a) Exhibits

registration statement.
Exhibit
Number
Exhibit
Description
2.1

 II-2
Asset Purchase Agreement among BYRV, Inc., BYRV Washington, Inc., Bruce Young, Mark Bretz, The Bruce A. Young Revocable Trust, The Bruce A. Young 2021 Gift Trust and Lazydays RV of Oregon, LLC, effective as of July 9, 2021 (filed as Exhibit 2.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference).

3.1Form of
Amended and Restated Certificate of Incorporation of Lazydays Holdings, Inc. (included as Annex B to, including the Proxy Statement/Prospectus/Information Statement and incorporated herein by reference).
3.2Form of Bylaws of Lazydays Holdings, Inc. (included as Annex B to the Proxy Statement/Prospectus/Information Statement and incorporated herein by reference).
3.3Certificate 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 incorporated herein by reference).
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).
Certificate of Designations of Series A Preferred Stock of Lazydays Holdings, Inc. (included as Annex Din Exhibit 3.1 to the Proxy Statement/Prospectus/Information StatementCurrent Report on Form 8-K filed on June 3, 2022 and incorporated herein by reference).
Specimen Common Stock Certificate of Lazydays Holdings, Inc. (filed as Exhibit 4.5 to the Registration Statement on Form S-4 (SEC File No. 333-221723) filed on January 16, 2018 and incorporated herein by reference).
Form of Unit Purchase Option issued to EarlyBirdCapital, Inc. (incorporated by reference to(filed as Exhibit 4.5 of Andina’s Form S-1/A filed on November 6, 2015)2015 and incorporated herein by reference).
Warrant Agreement between Continental Stock Transfer & Trust Company and Andina (incorporated by reference to(filed as Exhibit 4.7 of Andina’s Form S-1/A filed on November 6, 2015)2015 and incorporated herein by reference).
Form of Specimen Series A Convertible Preferred Stock Certificate*Certificate (filed as Exhibit 4.4 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
Form of Common Stock purchase warrant.*warrant (filed as Exhibit 4.5 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
Form of Pre-Funded Common Stock Purchase warrant.*warrant (filed as Exhibit 4.6 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
5.1
Description of Registrant’s Securities (filed as Exhibit 4.7 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference).
Form of Rights Certificate.
Subscription and Information Agent Agreement by and between Lazydays Holdings, Inc. and Broadridge Corporate Issuer Solutions, LLC.
Opinion of Akerman LLP**Paul Hastings LLP.
10.1
Opinion of Paul Hastings LLP relating to the U.S. Tax Matters.
Registration Rights Agreement between Andina and certain security holders of Andina (incorporated by reference to Exhibit 10.1 of Andina’s Current Report on Form 8-K filed on December 1, 2015)2015 and incorporated herein by reference).
10.2
2018 Long-Term Incentive Plan+Plan (included as Annex C to the Proxy Statement/Prospectus/Information Statement filed on February 14, 2018 and incorporated herein by reference).
10.3
Employment Agreement between Lazydays Holdings, Inc. and William Murnane+Murnane (filed as Exhibit 10.11 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
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Exhibit
Number
Description
10.4
Employment Agreement, by and between Lazydays Holdings, Inc.the Company and Maura Berney+Robert DeVincenzi, dated January 3, 2022 (filed as Exhibit 10.1210.1 to the Registration StatementQuarterly Report on Form S-4 (SEC File No. 333-221723)10-Q for the quarter ended March 31, 2022 and incorporated herein by reference).
10.5.1
Amended and Restated Employment Agreement, dated September 6, 2022, by and between the Company and John North (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and incorporated herein by reference).
Employment Agreement, by and between the Company and Kelly Porter, dated October 3, 2022 (filed as Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference).
Transition Agreement, dated October 19, 2022, by and between the Company and Nicholas Tomashot (filed as Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference).
Second Amended and Restated Credit Agreement dated February 21, 2023 with Manufacturers and Traders Trust Company (“M&T”), as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties. (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference).
Form of Securities Purchase Agreement (Preferred) (filed as Exhibit 10.13.1 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.5.2
Form of Securities Purchase Agreement (Unit) (filed as Exhibit 10.13.2 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.6
Lease Agreement by and between Cars MTI-4 L.P., as Landlord, and LDRV Holdings Corp., as Tenant (filed as Exhibit 10.14 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.7
Lease Agreement between Chambers 3640, LLC, as Landlord, and Lazydays Mile HI RV, LLC, as Tenant (filed as Exhibit 10.15 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).
10.8
Lease Agreement between 6701 Marketplace Drive, LLC, as Landlord, and Lazydays RV America, LLC, as Tenant (filed as Exhibit 10.16 to the Registration Statement on Form S-4 (SEC File No. 333-221723) and incorporated herein by reference).

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10.9
10.10
Restated Credit Agreement, dated March 15, 2018,as of July 14, 2021, by and among LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC and Lazydays Mile HI RV, LLC, and various other affiliated entities thereafter parties thereto, as Borrowers, Manufacturers and Traders Trust Company, as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and various other financial institutions who may become lenderas Lender parties thereto.(filedthereto (filed as Exhibit 10.1010.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and incorporated herein by reference).
First Amendment to Amended and Restated Credit Agreement, dated as of May 13, 2022, by and among LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC and Lazydays Mile HI RV, LLC, Manufacturers and Traders Trust Company, as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 21, 2018)May 17, 2022 and incorporated herein by reference).
10.11
Security Agreement, dated March 15, 2018, by and between LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC, and Lazydays Mile HI RV, LLC, as Borrowers, Lazydays Holdings Inc., Lazy Days’ R.V. Center, Inc., Lazydays RV America, LLC, and Lazydays Land Holdings, LLC, as Guarantors, and Manufacturers and Traders Trust Company, as administrative agent under the Credit Agreement of even date therewith.(filedtherewith (filed as Exhibit 10.11 to the Form 8-K filed on March 21, 2018)2018 and incorporated herein by reference).
10.12
Guaranty Agreement, dated March 15, 2018, by certain parties named therein.(filedtherein (filed as exhibitExhibit 10.12 to the Form 8-K filed on March 21, 2018)2018 and incorporated herein by reference).
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Exhibit
Number
Description
10.13Form ofRegistration Rights Agreement between Lazydays Holdings, Inc. and the PIPE investors.*
10.14
Form of Registration Rights Agreement between Lazydays Holdings, Inc. and the PIPE investors.*investors (filed as Exhibit 10.13 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
21.1
Form of Registration Rights Agreement between Lazydays Holdings, Inc. and the PIPE investors (filed as Exhibit 10.14 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on March 30, 2018 and incorporated herein by reference).
Employment Offer Letter between Lazydays Holdings, Inc. and Nicholas Tomashot (filed as Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-1 (SEC File No. 333-224063) filed on May 22, 2018 and incorporated herein by reference).
Lazydays Holdings, Inc. 2019 Employee Stock Purchase Plan (filed as Exhibit 10.1 to the Form 8-K filed on May 23, 2019 and incorporated herein by reference).
Lazydays Holdings, Inc. Amended and Restated 2018 Long Term Incentive Plan (filed as Exhibit 10.21 to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference).
Form of Term Note (U.S. Small Business Administration Paycheck Protection Program) in favor of M&T Bank (filed as Exhibit 10.1 to the Form 8-K filed on May 4, 2020 and incorporated herein by reference)
Subsidiaries of the Company**Company (filed as Exhibit 21.1 to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference).
23.1
Consent of Marcum LLP*RSM US LLP.
23.2
23.2#
Consent
Consents of AkermanPaul Hastings LLP (included with Exhibit 5.1)**in Exhibits 5.1 and 8.1).
24.1Power
Powers of Attorney (included withAttorney.
Form of Instructions for Use of Lazydays Holdings, Inc.’s Rights Certificates.
Form of Letter to Stockholders who are Record Holders.
Form of Letter to Brokers and Other Nominee Holders.
Form of Letter to Clients of Brokers and Other Nominee Holders.
Form of Beneficial Owner Election Form.
Form of Nominee Holder Certification.
Form of Notice of Guaranteed Delivery.
Consent dated as of October 12, 2023 by Lazydays Holdings Inc. (the “Company”) and the holders of the Series A Convertible Preferred Stock of the Company listed on the signature page of this Form S-1).*thereto.
101.INSXBRL Instance Document.**
101.SCGXBRL Taxonomy Extension Schema.**
101.CALXBRL Taxonomy Calculation Linkbase.**
101.DEFXBRL Taxonomy Definition Linkbase.**
101.LABXBRL Taxonomy Extension Label Linkbase.**
101.PREXBRL Taxonomy Extension Presentation Linkbase.**
Filing Fee Table

*
Filed herewithherewith.
**
To be filed by pre-effective amendmentamendment.
+
ManagementIndicates management contract or compensatory plan or arrangementplan.

(b)#
Financial Statement SchedulesFiled previously.

(b)
1.
Financial statement schedules.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.
Item 17.
Undertakings.
(a)
The financial statements beginning on page F-1 and pro forma Financial information beginning on page PF-1undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are partbeing made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this registration statement.

2.Financial statement schedules are omitted because they are not applicable(or the most recent post-effective amendment thereof) which, individually or the required information is shown in the financial statements or notes thereto.

Item 17.Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to thisaggregate, represent a fundamental change in the information set forth in the registration statement:

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(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration

statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high endand of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) and

(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement or any material change to such information in the registration statement;

provided,however, that subparagraphs (a)(1)(i), (a)(1)(ii)is on Form S-1 and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)

(2)
That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: if the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to
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Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) For determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(c)
 II-5Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(I) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seffner, stateTampa, State of Florida, on the 30thday of March, 2018.

October 20, 2023.
LAZYDAYS HOLDINGS, INC.
By:
By:
/s/William P. Murnane John North
William P. Murnane
John North
Chief Executive Officer and Chairman

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William P. Murnane and Maura Berney and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
Title
Title
Date
/s/ William P. MurnaneJohn North

Chief Executive Officer and Chairman

Director

(Principal Executive Officer)

Officer
)
March 30, 2018
October 20, 2023
William P. Murnane
John North
 /s/Maura Berney
/s/ Kelly Porter

Chief Financial Officer


(Principal Financial Officer and


Principal Accounting Officer)

Officer
)

March 30, 2018
October 20, 2023
Maura Berney
Kelly Porter
/s/Jerry Comstock
*
Director
Director and Chairman of the Board
March 30, 2018
October 20, 2023
Jerry Comstock
Christopher S. Shackelton
*
Lead Independent Director
October 20, 2023
Robert DeVincenzi
*
Director
October 20, 2023
Jordan Gnat
/s/ Susan Scarola
Director
October 20, 2023
Susan Scarola
*
Director
October 20, 2023
James J. Fredlake
DirectorMarch 30, 2018
James J. Fredlake
*
Director
October 20, 2023
/s/ Jordan Gnat
Jerry Comstock
DirectorMarch 30, 2018
Jordan Gnat
/s/ Suzanne Tager
Director
October 20, 2023
Suzanne Tager
*By:
/s/ Bryan T. Rich, Jr.John North
DirectorMarch 30, 2018
Bryan T. Rich, Jr.
John North
Attorney-in-Fact
/s/ Erika SerowDirectorMarch 30, 2018
Erika Serow
/s/Christopher S. ShackeltonDirectorMarch 30, 2018
Christopher S. Shackelton
/s/ B.Luke WeilDirectorMarch 30, 2018
B.Luke Weil

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