DISPOSITIONS AND ASSETS HELD FOR SALE |
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| Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DISPOSITIONS AND ASSETS HELD FOR SALE | DISPOSITIONS AND ASSETS HELD FOR SALE Dispositions Camping World Sales During the fourth quarter of 2024, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with certain subsidiaries (the “Camping World Buyers”) of Camping World Holdings, Inc. (together with the Camping World Buyers, collectively, “Camping World”) to sell substantially all of the assets and certain real estate at our Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; Council Bluffs, Iowa; Portland, Oregon; and Woodland, Washington dealerships (such transactions, the “Camping World Sales”). The assets and liabilities associated with these dealerships were classified as assets held for sale and liabilities held for sale in our balance sheet as of December 31, 2024. During February 2025 and March 2025, the Camping World Buyers closed on the sale of five of the dealerships (Elkhart, Indiana; Surprise, Arizona; Murfreesboro, Tennessee; Sturtevant, Wisconsin; and Woodland, Washington. We received net proceeds of $113.9 million from the Camping World Sales. Net proceeds from the Camping World Sales were used for repayments of $61.2 million of floor plan notes payable, repayments of $46.1 million of term loan and mortgage debt and working capital and general corporate purposes. During the three months ended June 30, 2025, we received additional proceeds from the Camping World Sales of $0.6 million. During the nine months ended September 30, 2025, we recognized a gain of $0.1 million from the Camping World Sales, which is included in gain (loss) on sale of businesses, property and equipment in our statements of operations and comprehensive loss. Camping World informed us that it elected not to consummate the Camping World Sales with respect to the assets of the remaining two dealerships under the Camping World Asset Purchase Agreement (Portland, Oregon and Council Bluffs, Iowa). On March 28, 2025, we delivered written notice to Camping World to (a) exercise our remedy under Section 12.10 of the Camping World Asset Purchase Agreement for Camping World’s failure to complete such closings, namely to relieve us from any obligation to issue 9,708,737 shares of our common stock to Camping World’s subsidiary under Section 6.10 of the Camping World Asset Purchase Agreement; and (b) terminate the Camping World Asset Purchase Agreement effective on March 31, 2025, the outside date under the Camping World Asset Purchase Agreement. General RV Sales During the second quarter of 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with General R.V. Center, Inc. and its subsidiary (collectively, “General RV”) to sell substantially all of the assets and certain real estate at our Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona dealerships (such transactions, the “General RV Sales”). During May 2025 and June 2025, the General RV Sales closed on all three dealerships (in Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona) and we received net proceeds of $47.0 million from the sale. Net proceeds from the General RV Sales were used for repayments of $22.2 million of floor plan notes payable, repayments of $7.9 million of term loan, repayments of $6.7 million of paid-in-kind interest and working capital and general corporate purposes. We recorded a loss of $1.1 million related to these sales during the nine months ended September 30, 2025, which is included in gain (loss) on sale of businesses, property and equipment in our statements of operations and comprehensive loss. Fun Town RV Sale During the second quarter of 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with Fun Town RV Las Vegas, LLC and its affiliate (collectively, “Fun Town RV”) to sell substantially all of the assets and certain real estate at our Las Vegas, Nevada dealership (such transaction, the “Fun Town RV Sale”). During June 2025, the Fun Town RV Sale closed and we received net proceeds of $10.4 million. Net proceeds from the Fun Town RV Sale were used for repayments of $3.4 million of floor plan notes payable and working capital and general corporate purposes. We recorded a loss of $1.5 million related to this sale during the nine months ended September 30, 2025, which is included in gain (loss) on sale of businesses, property and equipment in our statements of operations and comprehensive loss. Ron Hoover RV Sale During the second quarter of 2025, we entered into an Asset Purchase Agreement and a Real Estate Purchase Agreement with Ron Hoover Companies, Inc. (“Ron Hoover RV”) to sell substantially all of the assets and certain real estate at our Claremore, Oklahoma dealership. Management determined that the Claremore, Oklahoma dealership met the criteria to be held for sale during the second quarter of 2025. On August 1, 2025, we completed the sale of the Claremore, Oklahoma dealership and related real estate to Ron Hoover RV for net proceeds of approximately $14.6 million. Approximately $3.1 million of the net proceeds from such sale were deposited into a blocked account maintained with and subject to the sole dominion and control of the Administrative Agent. During the three months ended September 30, 2025, we recorded a loss of $0.8 million related to this sale, which is included in gain (loss) on sale of businesses, property and equipment in our statements of operations and comprehensive loss. The dealerships sold in 2025 through September 30, 2025 collectively generated pre-tax income of $0.4 million during the three months ended September 30, 2025 and pre-tax loss of $8.2 million during the nine months ended September 30, 2025, which includes losses resulting from the divestitures noted above. During the three and nine months ended September 30, 2024, the dealerships sold in 2025 collectively generated pre-tax losses of $4.8 million and $18.5 million, respectively. 2024 Real Estate Sale During the second quarter of 2024, we sold certain real estate near the previously closed Burns Harbor, Indiana dealership for net proceeds of $3.0 million. We recorded a gain on sale of $1.0 million related to this sale during the nine months ended September 30, 2024, which is included in gain (loss) on sale of businesses, property and equipment in our statements of operations and comprehensive loss. Assets Held for Sale On October 6, 2025, we entered into the Asset Purchase Agreement for the Asset Sales. The consummation of the Asset Sales are scheduled to take place in a series of closings on a site-by-site basis related to the applicable dealership, leased real property and/or owned real property (each a “Closing”), with current target Closings to occur between November 17, 2025 and November 26, 2025 in the sequence and in accordance with the closing procedures described in the Asset Purchase Agreement and its exhibits. As consideration for the Asset Sales, the Purchasers have agreed to pay an aggregate purchase price consisting of: (i) $30 million for Sellers’ assets other than RV inventory and owned real property; (ii) a price for Sellers’ RV inventory to be calculated by the parties at each closing based on pricing formulas and methodologies as stated in Exhibit A to the Asset Purchase Agreement; and (iii) $34.9 million for Sellers’ owned real property. The Purchasers will also assume certain of our outstanding obligations and are expected to continue operations at certain of our RV dealerships after the closing, as further described in Exhibit A to the Asset Purchase Agreement. Management determined that all of our inventories, property and equipment, intangible assets, and operating lease assets, financing liabilities, and operating liabilities at certain locations met the criteria to be held for sale during the third quarter of 2025. The assets and associated liabilities were reclassified as assets held for sale and liabilities held for sale in our balance sheet as of September 30, 2025. Completion of the Asset Sales is currently expected to occur as outlined above, although Lazydays cannot assure completion by a particular date, if at all. Refer to Note 15 - Subsequent Events for further information. Assets held for sale and liabilities held for sale as of December 31, 2024 related to the Camping World Sales discussed above. The following table presents the components of assets held for sale and liabilities related to assets held for sale as of September 30, 2025 and December 31, 2024:
Impairment Charges We evaluated the disposal group to ensure the net assets were recorded at the lower of their carrying value or fair value less costs to sell. The quantitative impairment test of the disposal group included a comparison of the estimated sales proceeds less cost to sell to the carrying value of the disposal group. The costs to sell was estimated to be approximately $4 million. As a result of this analysis, we recorded a loss on assets held for sale of $11.9 million during the three months ended September 30, 2025 and $15.3 million during the nine months ended September 30, 2025, which is included in impairment charges in our statements of operations and comprehensive loss.
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