These condensed consolidated financial statements contain unaudited information as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024. The unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America for annual financial statements are not included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the information when read in conjunction with our audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024. The financial information as of December 31, 2024 is derived from our Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2025 (as amended, the “2024 Form 10-K”). The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. The condensed consolidated financial statements include the accounts of Lazydays Holdings, Inc. and Lazy Days RV Center, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Accounting Standards Codification (ASC) 205-40, Presentation of Financial Statements – Going Concern, requires management to evaluate an entity’s ability to continue as a going concern for the twelve-month period following the date on which the financial statements are available for issuance. Such an evaluation indicated certain negative conditions and events, described further below, that raise substantial doubt about the Company's ability to continue as a going concern.

accumulated deficit of $231.3 million. As of September 30, 2025, the Company had cash and cash equivalents of $9.5 million, debt obligations of $40.2 million related to mortgages, term loans and the revolving credit facility, floor plan notes payable of $184.0 million and operating and finance lease obligations of $34.0 million. Under the Limited Waiver and Third Amendment to the Second Amended and Restated Credit Agreement and Consent, entered into on November 15, 2024 (the “Third Amendment”), relating to the Second Amended and Restated Credit Agreement dated as of February 21, 2023 (as amended, the “Credit Agreement”) with Manufacturers and Traders Trust Company (the “Administrative Agent”), as Administrative Agent, Swingline Lender and Issuing Bank, the lenders party thereto (the “Lenders”), the Company and the Company’s subsidiaries party thereto, we permanently eliminated our ability to borrow new loans or swingline loans or to request the issuance of letters of credit under the revolving credit facility formerly available to us thereunder (the Revolving Credit Facility”). As a result, the only credit facility currently available to us under the Credit Agreement is the floor plan credit facility (the “Floor Plan Credit Facility” and together with the Revolving Credit Facility, the “Credit Facilities”), and currently we do not have access to a revolving credit facility that we can use for general working capital purposes.

During the third quarter of 2025, the Company entered into additional waivers and consents that provided temporary waivers of certain potential defaults or events of default that occurred or may have occurred under the Credit Agreement and established new requirements related to disbursements and the deposit of proceeds from certain asset sales into restricted or blocked accounts. These waivers also reduced the Company’s overall borrowing capacity under the Floor Plan Credit Facility. Although these arrangements temporarily extend covenant relief, they also impose significant liquidity constraints. Refer to Note 7 – Debt for additional information.

On October 6, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among (i) the Company, (ii) certain direct and indirect subsidiaries of the Company named therein (together with the Company, collectively, the “Sellers”), (iii) CIRV Group, LLC, a Florida limited liability company, and CIRV Group Real Estate Holdings, LLC, a Florida limited liability company (collectively, the “Purchasers”) and (iv) Jeffrey M. Hirsch, an affiliate of the Purchasers (the “Guarantor”), pursuant to which the Sellers agreed to sell substantially all of their assets to the Purchasers, subject to the terms and conditions therein (the “Asset Sales”). The Purchasers and Guarantor are affiliates of Campers Inn Holding Corporation, a Delaware corporation (“Campers Inn”). If the Asset Sales close, substantially all of the proceeds are expected to be used to repay the outstanding obligations under the Credit Agreement (including the Floor Plan Credit Facility and the Revolving Credit Facility) and the Company’s mortgage with First Horizon Bank on the Company’s Knoxville, Tennessee property (the “First Horizon Mortgage”), in accordance with their senior priority and pay related costs and expenses. Completion of the Asset Sales is currently expected to occur in a series of site-by-site closings between November 17, 2025 and November 26, 2025, although Lazydays cannot assure completion of any closing by any particular date, if at all. The outside date under the Asset Purchase Agreement is December 1, 2025, after which any non-breaching party may terminate the Asset Purchase Agreement. The termination of the Asset Purchase Agreement would constitute an immediate event of default under the Credit Agreement. Refer to Note 15 - Subsequent Events for further information.

On October 6, 2025, in connection with the entry into the Asset Purchase Agreement and the transactions contemplated thereby, the Board of Directors (the “Board”) of the Company approved, subject to stockholder approval, a plan of dissolution which provided that the Company may liquidate the Company’s remaining assets, if any, following the Asset Sales, whether by way of sale, assignment (which may include, without limitation, an assignment to one or more assignees for the benefit of the Company’s creditors) or other disposition or liquidation (the “Liquidation”), and dissolve the Company (the “Dissolution”), which plan of dissolution was previously disclosed by the Company. On October 14, 2025, the Board subsequently approved an Amended Plan of Liquidation and Dissolution (the “Plan of Dissolution”), pursuant to which the Company may choose to liquidate its assets and dissolve after the final Closing of the Asset Sales.

On October 14, 2025, the stockholders of the Company, collectively holding a majority of the issued and outstanding shares of the Company’s common stock, par value $0.0001 per share (“common stock”), approved the Plan of Dissolution by execution of a written consent of stockholders, as further described in the Company’s preliminary and definitive information statements filed pursuant to Section 14(c) of the Securities Exchange Act of 1934 on October 15, 2025 and October 27, 2025, respectively. The Board may, in its discretion, abandon the Liquidation and the Dissolution of the Company without further action by the stockholders of the Company at any time prior to the Dissolution. After payment of outstanding liabilities to the Company’s secured and unsecured creditors pursuant to the Plan of Dissolution in order of contractual and legal priority, the Company expects there will be no assets remaining for distribution to its stockholders in the Liquidation and Dissolution. Refer to Note 15 - Subsequent Events for further information.

Notwithstanding the above, the accompanying financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, disposition of assets held for sale and the satisfaction of liabilities in the normal course of business for one year following the issuance of these financial statements.

As a result of the shareholder approval, on October 14, 2025 the Company met the requirements for the liquidation basis of accounting under ASC 205-30, Liquidation Basis of Accounting. Accordingly, financial statements, if applicable, will be presented under the liquidation basis of accounting for periods after September 30, 2025. Under the liquidation basis of accounting, assets are adjusted to the estimated amount of cash expected to be collected in disposition, liabilities continue to be recognized and measured in accordance with the provisions of other accounting standards that would apply to those liabilities, and estimated disposal costs of assets are accrued separately from those assets. The Company is evaluating the impacts but cannot reasonably estimate the impacts at this time.

On July 10, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to effect a 1-for-30 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of its common stock. Pursuant to the Charter Amendment, the Reverse Stock Split became effective as of 5:00 p.m. Eastern time on July 11, 2025.

The Reverse Stock Split was primarily intended to increase the per share market price of the common stock in order to meet the $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market (“Nasdaq”) pursuant to Nasdaq Listing Rule 5550(a)(2). The common stock began trading on a Reverse Stock Split adjusted basis on Nasdaq on July 14, 2025 under the existing symbol “GORV” and the new CUSIP number 52110H209.

The impacts of the Reverse Stock Split were applied retroactively for all periods presented in accordance with applicable guidance, less the number of rounded whole shares issued for fractional shares. Therefore, prior period amounts are different than those previously reported. There were no changes to the total numbers of authorized shares of common stock or their respective par values per share as a result of this change.

In accordance with FASB ASC Topic 606, Revenue from Contracts with Customers, we present consignment vehicle revenue net of costs applicable to revenue as we are deemed to be an agent in these sales. During the preparation of our December 31, 2024 financial statements, we identified that consignment vehicle revenue was presented on a gross basis for the three and nine months ended September 30, 2024. A summary of the effects of the error correction on reported amounts for the applicable period is presented below. As shown in the table below, there was no impact to gross profit or net loss for the applicable periods.


(In thousands)	As Reported (Unaudited)		Adjustment (Unaudited)		Revised (Unaudited)
Three Months Ended September 30, 2024:
Total revenues	$	213,465	$	(7,504)	$	205,961
Total cost applicable to revenues	168,152		(7,504)		160,648
Gross profit	$	45,313	$	—	$	45,313

Nine Months Ended September 30, 2024:
Total revenues	$	722,745	$	(11,062)	$	711,683
Total cost applicable to revenues	592,262		(11,062)		581,200
Gross profit	$	130,483	$	—	$	130,483

In November 2023, the FASB issued ASU 2023-07 on Improvements to Reportable Segment Disclosures to enhance interim and annual disclosures at the segment level. Entities are required to provide disclosures of significant segmented expenses and other categories used by the Chief Operating Decision Maker (“CODM”). The update also clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The update is effective for annual periods beginning after January 1, 2024 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU for annual periods as of and for the year ended December 31, 2024 and interim periods beginning on January 1, 2025. The CODM has determined that the Company operates in a single operating and reportable segment and manages segment profit (loss) based upon consolidated net income (loss). The impact of adoption on the Company's consolidated financial statements was disclosure of the segment measure of profit (loss) and the measure of segment assets reported on the consolidated balance sheet as total consolidated assets used by the CODM to assess segment performance and allocate resources.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The update requires enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid and is effective for fiscal years beginning after December 15, 2024. The Company expects incremental disclosures in its Annual Report on Form 10-K for the 2025 fiscal year, and accordingly, we do not expect the adoption of ASU 2023-09 to have a material effect on our financial position, results of operations or cash flows.

In November 2024, the FASB issued ASU 2024-03 related to the disaggregation of certain income statement expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgments about entity performance. The amendments in this update are effective for fiscal years beginning after December 15, 2026. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending December 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial position, results of operations or cash flows.

On July 4, 2025, federal legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”) was enacted, resulting in changes to U.S. federal income tax law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with