Lazydays RV Q3 2021 Investor Presentation

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#1Ongine Imagine Imagine ALF Lazydays RV THE RV AUTHORITY™ Investor Presentation | November 2021 Imagine#2Legal Disclaimer Cautionary Statement Regarding Forward-Looking Statements This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company, its financial condition, its results of operations and the Company's current views based on information currently available. This information is, where applicable, based on estimates, assumptions and analysis that the Company believes, as of the date hereof, provides a reasonable basis for the information contained herein. Forward-looking statements generally can be identified by the use of forward-looking words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," "foresees" or the negative version of those words or other comparable words and phrases, and include statements relatingto the Company's beliefs or expectations regarding its future performance, strategic plans and cash flows, as well as any other statements that do not directly relate to any historical or current facts. Forward-looking statements involve known and unknown risks and uncertainties, including those set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, its subsequently filed Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K and other documents filed with the Securities and Exchange Commission, many of which are outside of the Company's control. Actual results, performance or achievements may differ materially from forward-looking statements and the assumptions on which forward-looking statements are based. There can be no assurance that the information contained herein is reflective of future performance, and investors are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. Unless otherwise specified, all information contained in this presentation speaks only as of the date hereof. The Company undertakes no duty to update or revise the information contained herein, publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Financial Measures and Use of Estimates This presentation contains certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP"), including, but not limited to, EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income or other measures of profitability or performance under GAAP. The Company's presentation of non-GAAP financial measures may not be comparable to similarly titled measures of other organizations, as such measures may not be calculated in the same manner. See the appendix of this presentation for a reconciliation of the non-GAAP measures included herein. The Company's fiscal year is the 12-month period ending on December 31. Reference to a particular "fiscal year" or "FY" in this presentation refers to such period. This presentation contains estimates and other statistical data made by independent parties relating to, among other things, market size and growth. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. The Company has not independently verified the statistical and other industry data generated by independent parties and, accordingly, it cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of the Company's future performance and the future performance of the markets in which it competes are necessarily subject to uncertainty and risk due to a variety of factors. These and other factors could cause results or outcomes to differ materially from those expressed in the estimates made by the independent parties. Page 1 Lazydays RV THE RV AUTHORITY#3Lazydays at a Glance Lazydays is a premium and fast growing RV dealer platform in North America ☐ Recognized destination for new and pre-owned RV sales, offering knowledge and reputation as a leader on RVs across motorized and towable categories Complementary high-margin revenue streams include financing & insurance, parts & service and other auxiliary revenue sources Focused on scaling platform by integrating strategic dealerships in attractive markets; management believes the company is well positioned to further consolidate within a fragmented market Attractive business model supported by strong free cash flow generation, recurring income from multiple sources and modest capex requirement FINANCIAL PERFORMANCE KEY STATS (1) #2 Recognized RV Brand (2) 16 25+ # OEM Brands Dealerships & Service Centers (3) ~13,000 # of Deliveries 44%+ YOY Revenue Growth 37%+ 26%+ 11%+ YOY RV Units Sold Growth Gross Profit EBITDA Margin Margin ($ in millions) Revenue $817.1 $564.4 $614.9 $608.2 $644.9 $511.9 $1,109.1 Adjusted EBITDA (4) $126.1 $59.0 $31.2 $32.4 $21.3 $25.1 $27.9 ■ 2015 2016 2017 2018 2019 2020 2021 03 TTM 2015 2016 2017 2018 2019 2020 2021 Q3 TTM Financials and deliveries represent trailing twelve months as of September 30, 2021. Based on 2014 survey performed by Russel Research. (1) (2) (3) As of Q3 2021 10-Q filing date. (4) Represents a non-GAAP financial measure. Please see the Appendix for a reconciliation to the nearest comparable GAAP measure. Page 2 ATTRACTIVE FINANCIAL PROFILE Consistent growth Margin expansion opportunity High cash flow generation Strong balance sheet Lazydays RV THE RV AUTHORITY#4Investment Highlights Industry Leading Brand Achieved through 40+ Year Operating History Recognized as the #2 RV dealership brand in the industry Developed a premium reputation as "The Authority" for RVs and RV-related products High visibility through a multi-faceted, impactful and robust marketing strategy across the platform Multiple profitable and diverse business lines spanning the RV ownershiplifecycle Long-Term Secular RV Industry Growth Substantial Organic and Margin Enhancement Opportunities - ◉ Unprecedented demand for RVs as consumers seek social distanced outdoor travel and leisure activities Rising RV participation across demographics – ownership by new entrants/millennials and baby boomers Continue to expand upon multiple elements within outdoor lifestyle furthering growth in the industry - Expand footprint nationally within attractive high priority regions through existing / new customer base Opened first dedicated service center in Houston, Texas (~30,000 sq. ft. state-of-the-art service facility) and another greenfield location in Nashville, TN (20%+ est. market share achieved to date) See page 6 for current and future geographic footprint Execute initiatives to drive margin expansion through sales lead expansion and finance & insurance penetration Leverage relationships with OEMs to continue to optimize product lineups to maximize margins and turns Build upon consolidation platform to continue to create significant shareholder value Completed 3 acquisitions in 2021 (4 total dealerships), Chilhowee RV Center (Louisville, TN), B. Young RV (Portland, OR and Woodland, WA), and Burlington RV (Sturtevant, WI) Continue to evaluate large pipeline of actionable targets - evaluating approximately 5 – 10 potential acquisitions at any given time and have looked at 60+ deals in the last 2 years Experienced Acquiror in a Highly Fragmented Market - Page 3 Lazydays RV THE RV AUTHORITY#5(1) Industry Leading Provider of Recreational Vehicles (1) Provides a comprehensive portfolio of products, services, third-party protection plans and resources for RV enthusiasts Maintains large and growing RV product offering - more than 25 OEM brands Developed strong market positions in high-margin products Strong partner for OEMs, customers, suppliers and the dealership community given broad offering RECREATIONAL VEHICLES RETAIL UNIT MIX New 63% Pre- owned 37% 2021 Q3 LTM LAZYDAYS CARRIES SELECT LEADING BRANDS ACROSS ALL RV CATEGORIES ⑦TIFFIN Coachmen Leader to the Great Outdoors.. GRAND DESIGN RECREATIONAL VEHICLES WINNEBAGO NEWMAR FOREST RIVER MOTOR COACH KEYSTONE RV COMPANY A AIRSTREAM Jayco Based on 2014 survey performed by Russel Research. VANLEIGH Co ENTEGRA COACH KZ EST. 1972 RECREATIONAL VEHICLES Page 4 Lazydays RV THE RV AUTHORITY#6Diverse RV Revenue and Profitability Streams Multiple profitable and diverse business lines spanning the RV ownership lifecycle, positioning Lazydays for long-term profitability growth as the RV population base grows New RV Sales ■ One of the largest selections of various branded new products ■ Offers latest models from industry's top brands- 3,000+ RVs are on display across alllocations Pre-owned RV Sales ■ Offers extensive trade-in and wholesale purchase programs ■ Provides attractive introductory pricing for first time buyers ■Pre-owned RVs generate higher margins $ ■F&I process helps generate higher attachment rates ■ Offers complementary high-margin product Finance & Insurance Page 5 2021 Q3 LTM BUSINESS MIX Other 10% REVENUE MIX New & Pre- owned RV 90% Other | 30% | Parts & Service ■Growing parts & service capabilities with aim of generating recurring revenue and higher profitability Opportunity through existing dealerships to grow service through higher productivity and increase in technicians New & Pre-owned RV 70% GROSS PROFIT CONTRIBUTION Lazydays RV THE RV AUTHORITY#7Lazydays Growing Footprint Strategically located dealerships across the U.S. Premier national RV dealership destination NATIONAL DEALERSHIP NETWORK Recognized RV dealership brand - #2 among a national audience (2), with leverageable scale and marketing ability Strong network of RV Industry Association certified techs Company plans to continue expanding in key markets Greenfield dealerships currently in process include: Monticello, MN (Minneapolis Metro) Murfreesboro, TN (Nashville Metro; Airstream Dedicated) Council Bluffs, Iowa (Omaha Metro) Fort Pierce, FL (SE Florida Metro) (1) Includes dealerships and service centers as of Q3 2021 10-Q filing date. (2) Based on 2014 survey performed by Russel Research. Page 6 1,400+ # of Employees x2 Lazydays RV Headquarters THE RV AUTHORITY Lazydays Dealership Service Center Lazydays RV THE RV AUTHORITY Future Lazydays Dealership 16 Dealerships & Service Centers (1) 9.4M+ # of Web/ Mobile Visits 4 Pending Dealerships Lazydays RV THE RV AUTHORITY#8RV is a Large Market with Strong Growth Momentum RV market is experiencing unprecedented demand as consumers seek social distanced outdoor travel and leisure activities DEMOGRAPHICS, PARTICIPATION AND LIFESTYLE TRENDS SUPPORT LONG-TERM RV MARKET GROWTH RV'ing Has Significant Advantages Enjoying the Outdoor Lifestyle Safe & Sanitary Travel Distancing Social Affordable Vacations 17%+ Aug 2021 YTD RV Industry Retail Volume Growth 18,000 RV U.S. Campgrounds High Growth Across User AI Categories Millennials: entering higher earning period and have more disposable income Baby Boomers: an estimated 10,000 new retirees per day over the next 5-10 years Retail Units Sold '000 ■Towable 369 323 276 243 207 2012 2013 2014 2015 ■Motorized 2016 Source: SSI Data, KOA 2019 Camping Report, U.S. News (2015), THOR 2020 NA RV Consumer Survey Report and RV Industry Association ("RVIA"). RV Units Sold Source: Statistical Survey Dealer Page 7 ~50%-80% ~80M First-time RV Buyers in 2020 Active U.S. Camping Households ~80% RV Owners Report Using Product Same Amount or More Through COVID 472 417 436 412 2017 2018 2019 2020 Lazydays RV THE RV AUTHORITY#9The RV market is experiencing unprecedented demand as consumers seek social distanced outdoor travel and leisure activities Increase in First-time Campers ■There were an estimated total of 10.1M first-time campers in 2020, which grew at 5x Y/Y vs what was observed in 2019 ■The COVID-19 pandemic was a key driver behind the influx of these first-time campers Total 2020 First-time Campers 10.1M Expected First-time Campers 2.4M Ownership Increased Across All Generations in 2020 ■ Households preferring RV camping in 2020 grew +15% vs 2019 and households owning an RV grew +37% in the comparable period ■2020 RV ownership increased +12% in total vs 2019 with ownership increasing across all generations ■ Overall ownership increase primarily driven by couples without children, baby boomers and GenXers 74% 62% 61% 56% 48% 70% RV Ownership by Generation 57% 51% 52% 55% 81% 64% 61% 83% 73% 68% 72% 67% 71% First-time Campers Attributed to COVID-19 7.7M Overall GenZ Millenials GenX Baby Boomers 2017 2018 2019 2020 RV Owners Making Updates: What We May See in 2021 ■Intent to upgrade or replace existing RVs is high ■This is a trend seen across those experienced with RVs and those who are first-time RVers ■ About six-in-ten current RV owners say they plan some type of change or upgrade to their RV Top Changes Planned Move to a bigger RV 32% Find an RV with more or better amenities 28% ■New RV owners are twice as likely as experienced RV owners to want an upgrade this year Want an upgrade 24% Source: 2021 KOA North American Camping Report - http://koa.uberflip.com/i/1362448-2021-north-american-camping-report/57? Page 8 Mature Lazydays RV THE RV AUTHORITY#10U.S. Households RV Ownership % of Industry Fundamentals Provide Favorable Long-Term Backdrop Healthy fundamentals and secular trends support sustainable growth Growing RV Ownership RV participation rising with ownership as new entrants grow Initial stages of baby boomer retirements while younger consumers continue to increase RV lifestyle increasingly incorporated into travel and outdoor experiences ◉ "Baby Boomer" Retirements Expected to Continue at Increasing Rate There will be ~79+ million consumers between ages 55 - 74 by 2025 Adults ages 50+ control 70%+ of the disposable income in the U.S. RVs are seen as a safe, cost-efficient vacation and long-term retirement option RV Participation U.S. Households Active U.S. Campers (millions) U.S. Households (millions) 12 28 Percentage of U.S. Households 11.2 10.0 9.3 8.9 7.9 5.9 6.5 6.9 9% 8% 5.0 5.8 5.8 1980 1984 1988 1993 1997 2001 2005 2011 2015 2017 2020 7% 6% 5% ~80 million active U.S. campers; 5% conversion would result in 4 million more RVS 79 78 75 73 72 2014 2015 2016 2017 2018 Under 45 29% Capturing the Trend Toward Active, Outdoor Lifestyles and Vacations Consistent Long Term Growth Across Economic Cycles Consumers are searching for outdoor activities given increased time for leisure, shift towards work from home and social distancing restrictions Growing number of active campers in the U.S. RVs serve a practical purpose for outdoor activities RV industry has historically achieved a new higher level of demand coming out of a low growth / decline period driven by new entrants Consistent long-term growth across economic cycles Upside to current shipments expected as RV use becomes more attractive as an alternative to crowded leisure 45 and Over 76% 2015 Under 45 24% 2018 RV Ownership by Age Group 45 and Over 71% RV Ownership by Age Group ~20% Average prior cycle-high to next cycle-high in last 30+ years ~25% Average cycle high-to-low decline in last 30+ years Source: RVIA data and reports, IBIS Reports, KOA 2019 Camping Report, Baird Research, Capital IQ, Federal Reserve Bank of New York, Thompson Research Group and Pew Research Center. Page 9 Lazydays RV THE RV AUTHORITY#11Proven Acquisition Growth Strategy Continued acquisition expansion with attractive value creation opportunities STRATEGIC RATIONALE / M&A PLAYBOOK Attractive Purchase Multiples Effective means of allocating capital through accretive acquisitions Highly Fragmented Market 2,300+ Targets Expand Geography Significant targets in very attractive RV markets where Lazydays does not have a dealership 60+ Deals Evaluated Over the Last 2 Years $ Source: SSI Data. Page 10 Sizable Synergies Aim to double the profit of an acquired dealership within 24 months Financial Substantial ROI through harvesting synergies Multiple Potential Targets Being Evaluated at Any Time Three Acquisitions Completed in 2021 (four locations) Lazydays RV THE RV AUTHORITYSM Lazydays RV THE RV AUTHORITY#12Summary Financial Performance REVENUE $817.1 $644.9 $608.2 $1,109.1 GROSS PROFIT $179.0 $131.7 $132.2 $284.8 2018 2019 2020 2021 Q3 LTM 2018 2019 2020 2021 Q3 LTM Gross Profit Margin 21.7% 20.5% 21.9% 25.7% ADJUSTED EBITDA $32.4 $27.9 2018 Adjusted EBITDA Margin 5.3% Note: $ in millions. Page 11 $59.0 $126.1 CASH FLOW FROM OPERATIONS $28.0 $11.0 $111.1 $55.4 2019 2020 2021 Q3 LTM 2018 2019 2020 2021 Q3 LTM 4.3% 7.2% 11.4% Lazydays RV THE RV AUTHORITY#13Q3 2021 Quarterly Performance REVENUE ~48% YoY Growth $318.7 $215.7 Q3 2020 Q3 2021 ADJUSTED EBITDA $19.0 ~118% YoY Growth Q3 2020 Adjusted EBITDA Margin 8.8% Note: $ in millions. Page 12 $41.5 GROSS PROFIT ~83% YoY Growth $90.3 $49.4 Q3 2020 Gross Profit Margin 22.9% CASH FLOW FROM OPERATIONS ~93% YoY Decline $35.6 Q3 2021 28.3% $2.6 Q3 2021 Q3 2020 Q3 2021 13.0% Lazydays RV THE RV AUTHORITY#14Other Current Assets 3.7 Strong Balance Sheet and Significant Financial Flexibility ($ in millions) Cash Accounts Receivable (Net) Inventory Q3 2021 $67.0 31.0 140.8 FY 2020 $63.5 ATTRACTIVE FINANCIAL PROFILE Well-capitalized for both organic and acquisition growth opportunities 19.5 116.3 4.6 Total Current Assets $242.5 $203.9 PP&E (Net) 118.6 106.3 Goodwill & Intangibles 171.6 117.9 Other Assets 29.6 15.9 Total Assets $562.3 $444.0 $67.0M cash on hand and net working capital of $72.0M, as of September 30, 2021 Accounts Payable, Accrued Expenses and Other $60.1 $38.8 Income Taxes Payable 1.1 0.0 Dividends Payable 1.2 1.2 Short-Term Borrowings 94.0 105.4 Expanding margins combined with low capex provide strong cash flow Current Financing Liability 2.1 1.5 Current Portion of Long-Term Debt 6.0 24.1 Operating Lease Liability 6.0 3.2 Total Current Liabilities $170.5 $174.2 Non-Current Financial Liability 88.7 78.6 Long-Term Debt 14.8 8.5 Highly variable cost structure (80%+ of costs) provides flexibility across economic environments Warrant Liabilities 15.5 15.1 Other Long-Term Liabilities 38.1 27.1 Total Liabilities $327.6 $303.5 Preferred Equity (Convertible) $55.0 $55.0 Additional Paid-In Capital & Treasury Stock 99.8 70.7 Despite COVID-19 driven reduction in revenue in April, Lazydays reported positive Q2 2020 EBITDA, and strong FY growth Retained Earnings 79.9 14.8 Shareholder's Equity 179.7 $140.5 Total Liabilities & Equity $562.3 $444.0 Page 13 Lazydays RV THE RV AUTHORITY#15По Lazydays RV Appendix TOY VILAM Lazydays RV NO Lazydays RV THE RV AUTHORITY™#16Reconciliation of Adjusted EBITDA Page 14 ($ in thousands) 2021 Q3 LTM 2020 2019 Net Income $67,342 $14,626 $714 Interest expense, net 7,518 8,047 10,328 Depreciation and amortization of property 7,825 6,682 6,848 and equipment Amortization of intangible assets 5,645 4,580 3,965 Income Tax Expense 24,643 10,364 1,097 Subtotal EBITDA Floor plan interest $112,973 $44,299 $22,952 (1,564) (2,255) (4,412) LIFO adjustment 2,797 (93) 2,445 Transaction costs 1,929 935 865 Loss on sale of property and equipment (6,626) 7 (11) Impairment of retired rental units (137) 0 439 Severance costs/other 0 0 773 Change in fair value of warrant liabilities 15,339 0 0 PPP loan forgiveness (6,626) 0 0 Inducement loss on warrant conversion 246 0 0 Stock-based compensation 1,142 1,566 4,864 Adjusted EBITDA $126,099 $58,953 $27,915 Lazydays RV THE RV AUTHORITY#17Capital Structure Total Insiders / Stakeholders Other / Unknown Shareholders Total Shares Outstanding Prefunded Warrants (300,357 shares as of September 30,2021. Exercise price of $.01, converted 1 for 1) Warrants (Exercise price of $11.50. 4,276,390 warrants converted 2 for 1 and 1,366,629 warrants converted 1 for 1) Warrants Exercisable (1) Exercisable Options (weighted avg. exercise price of $10.66) Options Exercisable Preferred Shares (Converting to common after paydown of Accrued Dividend) Total Pro-forma Diluted Shares Outstanding (2) Q3 Position 1,248,816 10,416,607 11,665,423 300,357 3,504,824 3,805,181 3,174,895 3,174,895 5,962,733 24,608,232 (1) (2) The warrants may be called for redemption in whole and not in part, at a price of $0.01 per share of common stock, if the last reported sales price of the Company's 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, if there is a current registration statement in effect with respect to the shares underlying the warrants. Total diluted shares outstanding is based on warrants which are currently vested and therefore may be exercisable, in addition to options which may be exercised today. Page 15 Lazydays RV THE RV AUTHORITY#18Lazydays RV THE RV AUTHORITY™

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