SUBSEQUENT EVENTS	3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Limited Waiver and Consent with Respect to M&T Credit Agreement On April 30, 2025, we entered into a Limited Waiver and Consent with Respect to Credit Agreement (as amended by the First Amendment to Limited Waiver and Consent dated May 9, 2025, the “M&T Waiver”) in connection with the M&T Credit Agreement. The April M&T Waiver granted the Company temporary waivers of existing or potential defaults or events of default resulting from any the following: the Company not making certain vehicle curtailment payments during the month of April 2025; the Company not making certain interest payments that were otherwise payable on May 1, 2025; the Company not complying with the minimum liquidity covenant for the month ended April 30, 2025; the Company not complying with certain covenants relating to payment of liabilities due to third parties and the payment of taxes; the inaccuracy of the Company’s solvency representation, to the extent it was inaccurate or if it becomes inaccurate during the M&T Waiver Period (as defined below); and certain actual or potential cross-defaults under other credit facilities, including the Coliseum Loan Agreement. The foregoing waivers apply for a period (the “M&T Waiver Period”) beginning on April 30, 2025 and lasting until the earliest to occur of (a) 11:59 P.M. (Eastern Time) on June 20, 2025 and (b) the failure of the Company or any other loan party to comply timely with any term, condition or covenant set forth in the M&T Waiver or the occurrence of any other default or event of default under the M&T Credit Agreement. At the end of the M&T Waiver Period, the waivers described above will cease to be of any force or effect. Under the M&T Waiver, M&T and the Required Lenders (as defined in the M&T Credit Agreement) consented to the consummation by the Company and its subsidiaries of certain asset sales (the “Proposed Asset Sales”) with respect to their facilities located in Fort Pierce, Florida; Mesa, Arizona; Longmont, Colorado; Las Vegas, Nevada; and Surprise, Arizona. In order to qualify as approved asset sales under the terms of the M&T Waiver, the Proposed Asset Sales must meet the terms and conditions set forth in the M&T Waiver, including, without limitation, (a) a minimum purchase price for specified groups of facilities, (b) a requirement that the purchase price methodology be acceptable to M&T and the Required Lenders and (c) that the definitive purchase agreements and related sources and uses for each Proposed Asset Sale must be in form and substance satisfactory to M&T and the Required Lenders. The Company also agreed in the M&T Waiver, among other terms: (a) on or before May 14, 2025, to engage a chief administrative officer acceptable to M&T and the Required Lenders, until such time as mutually agreed between the loan parties and the Required Lenders and (b) to additional restrictions on transactions, including investments, dispositions and payments, outside the ordinary course of business until the expiration or termination of the M&T Waiver Period. The foregoing description of the M&T Waiver is qualified in its entirety by reference to the full text of the Limited Waiver and Consent with Respect to Credit Agreement and the First Amendment to Limited Waiver and Consent with Respect to Credit Agreement, copies of which are attached as Exhibits 10.3 and 10.4 hereto and incorporated herein by reference. Temporary Waiver of Defaults Under Coliseum Loan Agreement On April 30, 2025, certain of our subsidiaries entered into a Temporary Waiver of Defaults, Agreement to Delay May 1, 2025 Monthly Payment Date and Consent (the “Coliseum Waiver”) with the Lender in connection with the Coliseum Loan Agreement. The Coliseum Waiver grants us and our subsidiaries temporary waivers of existing or potential defaults or events of default resulting from any of the following: certain of our subsidiaries not complying with certain covenants relating to payment of taxes; us not complying with our financial covenant to maintain liquid assets of not less than $5,000,000; and certain actual or potential cross-defaults under other credit facilities, including under the M&T Credit Agreement. The foregoing waivers apply for a period (the “Coliseum Waiver Period”) beginning on April 30, 2025 and lasting until the earlier of (a) the end of the M&T Waiver Period and (b) the occurrence of any other default or event of default under the Coliseum Loan Agreement. At the end of the Coliseum Waiver Period, the waivers described above will cease to be of any force or effect. In addition, under the Coliseum Waiver: (a) the Lender agreed to change the due date for payment of monthly interest that otherwise would have occurred on May 1, 2025 to the end of the Coliseum Waiver Period, with all interest incurred from (and including) April 1, 2025, through and including April 30, 2025 being due and payable at the end of the Coliseum Waiver Period; and (b) the Lender consented to the Proposed Asset Sales on the terms and conditions set forth in the Coliseum Waiver. The foregoing description of the Coliseum Waiver is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. Asset Purchase Agreement with General R.V. On May 9, 2025, the Company and certain of its indirect subsidiaries (the “General R.V. Asset Sellers” and, together with the Company, the “General R.V. Seller Parties”) entered into an Asset Purchase Agreement (the “General R.V. Asset Purchase Agreement”) with General R.V. Center, Inc. (“General R.V.”) pursuant to which the General R.V. Asset Sellers agreed to sell substantially all of the assets (the “General R.V. Purchased Assets”) contributing to their operation of recreational vehicle sales and service dealerships (the “Business”) in Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona to General R.V. (each a “General R.V. Asset Sale”) for an aggregate purchase price of approximately $5.6 million, plus further cash for new and used RV inventory; parts and accessories inventory; supplies; and service work in process (as allocated and valued in accordance with Exhibit A to the General R.V. Asset Purchase Agreement), subject to certain adjustments and the terms and conditions set forth therein. The General R.V. Asset Purchase Agreement contemplates a series of closing on a dealership-by-dealership basis. Subject to the terms and conditions therein, the parties agreed in the General R.V. Asset Purchase Agreement to close: (i) the Mesa, Arizona dealership General R.V. Asset Sale on or before May 23, 2025; (ii) the Fort Pierce, Florida dealership General R.V. Asset Sale on or before June 6, 2025, simultaneously with the closing of the Fort Pierce Real Estate Sale (as defined below) on or before June 6, 2025; and (iii) the Longmont, Colorado dealership General R.V. Asset Sale on or before June 13, 2025. The General R.V. Asset Purchase Agreement contains customary representations, warranties and covenants related to the Business and the Asset Sale, including that each General R.V. Asset Seller agreed to operate the applicable Business in the ordinary course of business until the closing of the applicable General R.V. Asset Sale. The General R.V. Asset Purchase Agreement may be terminated prior to the closing of the final General R.V. Asset Sale: (i) by mutual written consent of the parties, (ii) by General R.V. or any General R.V. Seller Party in the case of certain governmental orders or laws prohibiting the General R.V. Asset Sales, (iii) by General R.V. or any General R.V. Seller Party if any of the conditions to the closing of the final General R.V. Asset Sale are not satisfied on or before June 16, 2025, as such date may be extended from time to time with the written consent of the parties (provided that the party invoking this termination right has not breached the General R.V. Asset Purchase Agreement in certain respects), or (iv) by a non-breaching party upon certain uncured or incurable breaches of the General R.V. Asset Purchase Agreement by the other party or parties. Pursuant to the General R.V. Asset Purchase Agreement, a portion of the proceeds of each General R.V. Asset Sale will go to the repayment of any indebtedness secured by the applicable General R.V. Purchased Assets. The foregoing description of the General R.V. Asset Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 2.1 hereto, and is incorporated herein by reference. The representations, warranties and covenants contained in the General R.V. Asset Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Real Estate Purchase Agreement with General R.V. Also on May 9, 2025, LD Real Estate, LLC, an indirect subsidiary of the Company (“General R.V. Real Estate Seller”), entered into a Real Estate Purchase Agreement (the “General R.V. Real Estate Purchase Agreement”) with FL ST Lucie 95, LLC, a subsidiary of General R.V. (“General R.V. Real Estate Purchaser”), pursuant to which the General R.V. Real Estate Purchaser agreed to purchase the General R.V. Real Estate Seller’s owned real estate where the applicable General R.V. Asset Seller operates the dealership subject to the General R.V. Asset Purchase Agreement in Fort Pierce, Florida, for approximately $21.0 million in cash, subject to certain adjustments and the terms and conditions set forth therein (the “Fort Pierce Real Estate Sale”). The General R.V. Real Estate Purchase Agreement would terminate automatically in the event that the General R.V. Asset Purchase Agreement is terminated in accordance with its terms. The foregoing description of the General R.V. Real Estate Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 2.2 hereto, and is incorporated herein by reference. The representations, warranties and covenants contained in the General R.V. Real Estate Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

On April 30, 2025, we entered into a Limited Waiver and Consent with Respect to Credit Agreement (as amended by the First Amendment to Limited Waiver and Consent dated May 9, 2025, the “M&T Waiver”) in connection with the M&T Credit Agreement. The April M&T Waiver granted the Company temporary waivers of existing or potential defaults or events of default resulting from any the following: the Company not making certain vehicle curtailment payments during the month of April 2025; the Company not making certain interest payments that were otherwise payable on May 1, 2025; the Company not complying with the minimum liquidity covenant for the month ended April 30, 2025; the Company not complying with certain covenants relating to payment of liabilities due to third parties and the payment of taxes; the

inaccuracy of the Company’s solvency representation, to the extent it was inaccurate or if it becomes inaccurate during the M&T Waiver Period (as defined below); and certain actual or potential cross-defaults under other credit facilities, including the Coliseum Loan Agreement. The foregoing waivers apply for a period (the “M&T Waiver Period”) beginning on April 30, 2025 and lasting until the earliest to occur of (a) 11:59 P.M. (Eastern Time) on June 20, 2025 and (b) the failure of the Company or any other loan party to comply timely with any term, condition or covenant set forth in the M&T Waiver or the occurrence of any other default or event of default under the M&T Credit Agreement. At the end of the M&T Waiver Period, the waivers described above will cease to be of any force or effect.

Under the M&T Waiver, M&T and the Required Lenders (as defined in the M&T Credit Agreement) consented to the consummation by the Company and its subsidiaries of certain asset sales (the “Proposed Asset Sales”) with respect to their facilities located in Fort Pierce, Florida; Mesa, Arizona; Longmont, Colorado; Las Vegas, Nevada; and Surprise, Arizona. In order to qualify as approved asset sales under the terms of the M&T Waiver, the Proposed Asset Sales must meet the terms and conditions set forth in the M&T Waiver, including, without limitation, (a) a minimum purchase price for specified groups of facilities, (b) a requirement that the purchase price methodology be acceptable to M&T and the Required Lenders and (c) that the definitive purchase agreements and related sources and uses for each Proposed Asset Sale must be in form and substance satisfactory to M&T and the Required Lenders.

The Company also agreed in the M&T Waiver, among other terms: (a) on or before May 14, 2025, to engage a chief administrative officer acceptable to M&T and the Required Lenders, until such time as mutually agreed between the loan parties and the Required Lenders and (b) to additional restrictions on transactions, including investments, dispositions and payments, outside the ordinary course of business until the expiration or termination of the M&T Waiver Period.

The foregoing description of the M&T Waiver is qualified in its entirety by reference to the full text of the Limited Waiver and Consent with Respect to Credit Agreement and the First Amendment to Limited Waiver and Consent with Respect to Credit Agreement, copies of which are attached as Exhibits 10.3 and 10.4 hereto and incorporated herein by reference.

On April 30, 2025, certain of our subsidiaries entered into a Temporary Waiver of Defaults, Agreement to Delay May 1, 2025 Monthly Payment Date and Consent (the “Coliseum Waiver”) with the Lender in connection with the Coliseum Loan Agreement.

The Coliseum Waiver grants us and our subsidiaries temporary waivers of existing or potential defaults or events of default resulting from any of the following: certain of our subsidiaries not complying with certain covenants relating to payment of taxes; us not complying with our financial covenant to maintain liquid assets of not less than $5,000,000; and certain actual or potential cross-defaults under other credit facilities, including under the M&T Credit Agreement. The foregoing waivers apply for a period (the “Coliseum Waiver Period”) beginning on April 30, 2025 and lasting until the earlier of (a) the end of the M&T Waiver Period and (b) the occurrence of any other default or event of default under the Coliseum Loan Agreement. At the end of the Coliseum Waiver Period, the waivers described above will cease to be of any force or effect.

In addition, under the Coliseum Waiver: (a) the Lender agreed to change the due date for payment of monthly interest that otherwise would have occurred on May 1, 2025 to the end of the Coliseum Waiver Period, with all interest incurred from (and including) April 1, 2025, through and including April 30, 2025 being due and payable at the end of the Coliseum Waiver Period; and (b) the Lender consented to the Proposed Asset Sales on the terms and conditions set forth in the Coliseum Waiver.

The foregoing description of the Coliseum Waiver is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

On May 9, 2025, the Company and certain of its indirect subsidiaries (the “General R.V. Asset Sellers” and, together with the Company, the “General R.V. Seller Parties”) entered into an Asset Purchase Agreement (the “General R.V. Asset Purchase Agreement”) with General R.V. Center, Inc. (“General R.V.”) pursuant to which the General R.V. Asset Sellers agreed to sell substantially all of the assets (the “General R.V. Purchased Assets”) contributing to their operation of recreational vehicle sales and service dealerships (the “Business”) in Fort Pierce, Florida, Longmont, Colorado and Mesa, Arizona to General R.V. (each a “General R.V. Asset Sale”) for an aggregate purchase price of approximately $5.6 million, plus further cash for new and used RV inventory; parts and accessories inventory; supplies; and service work in process (as

The General R.V. Asset Purchase Agreement contemplates a series of closing on a dealership-by-dealership basis. Subject to the terms and conditions therein, the parties agreed in the General R.V. Asset Purchase Agreement to close: (i) the Mesa, Arizona dealership General R.V. Asset Sale on or before May 23, 2025; (ii) the Fort Pierce, Florida dealership General R.V. Asset Sale on or before June 6, 2025, simultaneously with the closing of the Fort Pierce Real Estate Sale (as defined below) on or before June 6, 2025; and (iii) the Longmont, Colorado dealership General R.V. Asset Sale on or before June 13, 2025.

The General R.V. Asset Purchase Agreement contains customary representations, warranties and covenants related to the Business and the Asset Sale, including that each General R.V. Asset Seller agreed to operate the applicable Business in the ordinary course of business until the closing of the applicable General R.V. Asset Sale.

The General R.V. Asset Purchase Agreement may be terminated prior to the closing of the final General R.V. Asset Sale: (i) by mutual written consent of the parties, (ii) by General R.V. or any General R.V. Seller Party in the case of certain governmental orders or laws prohibiting the General R.V. Asset Sales, (iii) by General R.V. or any General R.V. Seller Party if any of the conditions to the closing of the final General R.V. Asset Sale are not satisfied on or before June 16, 2025, as such date may be extended from time to time with the written consent of the parties (provided that the party invoking this termination right has not breached the General R.V. Asset Purchase Agreement in certain respects), or (iv) by a non-breaching party upon certain uncured or incurable breaches of the General R.V. Asset Purchase Agreement by the other party or parties.

Pursuant to the General R.V. Asset Purchase Agreement, a portion of the proceeds of each General R.V. Asset Sale will go to the repayment of any indebtedness secured by the applicable General R.V. Purchased Assets.

The foregoing description of the General R.V. Asset Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 2.1 hereto, and is incorporated herein by reference. The representations, warranties and covenants contained in the General R.V. Asset Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Also on May 9, 2025, LD Real Estate, LLC, an indirect subsidiary of the Company (“General R.V. Real Estate Seller”), entered into a Real Estate Purchase Agreement (the “General R.V. Real Estate Purchase Agreement”) with FL ST Lucie 95, LLC, a subsidiary of General R.V. (“General R.V. Real Estate Purchaser”), pursuant to which the General R.V. Real Estate Purchaser agreed to purchase the General R.V. Real Estate Seller’s owned real estate where the applicable General R.V. Asset Seller operates the dealership subject to the General R.V. Asset Purchase Agreement in Fort Pierce, Florida, for approximately $21.0 million in cash, subject to certain adjustments and the terms and conditions set forth therein (the “Fort Pierce Real Estate Sale”). The General R.V. Real Estate Purchase Agreement would terminate automatically in the event that the General R.V. Asset Purchase Agreement is terminated in accordance with its terms.

The foregoing description of the General R.V. Real Estate Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 2.2 hereto, and is incorporated herein by reference. The representations, warranties and covenants contained in the General R.V. Real Estate Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.