Lazydays Holdings, Inc.

Greetings and welcome to the Lazy Days Holdings Incorporated third quarter 2024 earnings call. At this time, all participants are in a listen-only mode. If anyone should require operator assistance, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to turn the call over to Lazy Days Management. Thank you. You may begin.

Good morning, everyone, and thank you for joining us. On the call with me today is Ron Fleming, our interim CEO. Before we begin, I would like to remind everyone that we will be discussing forward-looking information, including potential future financial performance, which is subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from such forward-looking statements and information. Such risks, uncertainties, assumptions, and other factors are identified in our earnings release and other periodic filings with the SEC as well as with the investor relations section of our website. Accordingly, forward-looking statements should not be relied upon as prediction of actual results, and any or all of our forward-looking statements may prove to be inaccurate. We can make no guarantees about future performance, and we undertake no obligation to update or revise our forward-looking statements. On this call, we will discuss certain non-GAAP financial measures Please refer to our earnings press release, which is available on our website, for how we define these measures and reconciliations to the closest comparable gap measures. On this call, we will briefly mention a planned rights offering, but such offering is subject to the SEC declaring a registration statement on Form S-1 effective. Nothing in this discussion constitutes an offer to sell, or a solicitation of an offer to buy any rights, common stock, or any other securities. At the conclusion of this call, we will not be doing Q&A as we normally do. We will resume Q&A on our next investor call after reporting year-end earnings in March of 2025. With that, I'd like to turn the call over to Ron, our CEO.

Thank you, Jeff. Good morning, everyone, and thank you for joining us today. I'm pleased to be speaking with you all for the first time since my appointment just two months ago. As a prior 11-year executive at the company, where I managed our flagship Tampa dealership before overseeing all Lazy Day's locations, I have deep familiarity with and admiration for Lazy Day's storied history and brand. I am excited to be working with my colleagues to return the company to its industry leadership position. To that end, as you know, we've embarked on a significant journey to reshape Lazy Day's for the future. We kickstarted this journey last Friday with the announcement of a series of transformative transactions, including changes to our capital structure and sales of certain assets, which together provide the company with a significantly strengthened financial foundation and more focused dealership portfolio. Specifically, we agreed to sell seven dealerships and issue common stock to certain indirect subsidiaries of Camping World Holdings Inc. for a combined $65.6 million. plus additional cash for inventory and service work in progress. We also agreed to sell one additional asset of a previously closed dealership to a separate buyer for $8 million. These sales and the associated de-levering of our balance sheet, when finalized, will streamline our operational footprint and, in turn, improve the underlying earnings power of the business. With respect to our capital structure, we closed a $30 million common equity pipe at $1.03 per share with two of our supportive investors, Alta Fundamental Advisors and Coliseum Capital Management and accounts each of them manages, providing the company with immediate additional liquidity to support operations. We also announced plans to launch a $25 million rights offering at $1.03 per share, allowing all of our shareholders, as of a future record date, the opportunity to purchase common stock at the same price as the pipe investors and Camping World. We will soon be filing a registration statement on Form S-1 with the U.S. Securities and Exchange Commission, and after it is declared effective and we set a record date, we will be contacting shareholders of record with additional information. Importantly, we also agreed to exchange all of our outstanding convertible preferred stock for common stock at $1.03 per share. This is an important enhancement to our capital structure as it eliminates our preferred stock liquidation preference of $68 million, annual preferred dividend requirements of $9 million, and other preferred stockholder rights. We will now have one class of common stock with all shareholders having the same rights. Lastly, we execute an amendment to our credit facility with our lender group led by M&T Bank providing significant financial covenant flexibility through the first quarter of 2026. In addition to a meaningful pay down of our revolver balance, this amendment gives us the flexibility we need to continue to execute our operational turnaround. Collectively, we believe that these transactions mark a turning point for the trajectory of Lazy Days. To be sure, these steps were taken with careful consideration for all stakeholders including our shareholders, lenders, creditors, customers, OEM partners, and especially our dedicated employees. I know change can be challenging, but I'm incredibly optimistic about the future of our business. This recapitalization allows us to emerge stronger, more agile, and better equipped to navigate the evolving RV landscape. Today, we begin a new chapter in building a stronger Lazydays, one that's poised for long-term growth and success. We continue to be committed to investing in our people, fostering a culture of innovation, deepening our relationships with our valued OEM partners, and providing the best RV experience in the industry, from sales and service to financing and beyond. Looking ahead, with a streamlined and simplified balance sheet and dealership network and an acute focus on our operational performance, we believe we can do just that while charting a path back to profitability. I want to thank our entire team for their hard work, resilience, and unwavering commitment to Lazydays. Your dedication is the driving force behind our success. And to our partners, investors, and lenders, thank you for your continued confidence and support. We're excited to embark on this journey together. With that, I'd like to turn the call back to Jeff, who will provide more details on our most recent quarterly results and the financial impacts of our strategic transactions.