UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





Form
10-Q








QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the quarterly period ended March 31, 2008





OR





 ̈  TRANSITIONREPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
the transition period from
            
to





Commission
File Number: 333-118185

















LAZY
DAYS' R.V. CENTER, INC.


(Exact
name of registrant as specified in its charter)




Florida
            59-1764794(State
      of incorporation)
            (I.R.S.
      Employer Identification No.)6130
      Lazy Days Boulevard
              Seffner,
      Florida 33584-2968
            (813)
      246-4333(Address of principal executive
      offices, including zip code)
            (Registrant's
      telephone number, including area
code)





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  o    No x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
 See the definitions of “large accelerated filer,” “accelerated filer,” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large
accelerated filer o  Accelerated
Filer o    Non-accelerated
filer  x     Smaller
Reporting Company o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes  o    No  x





As of May
15, 2008, the registrant had 100 shares of common stock
outstanding.
















TABLE
OF CONTENTS





PART
      I. FINANCIAL INFORMATIONITEM 1.
      Financial Statements:Balance Sheets
            1Statements of Income
            2Statements of Cash Flows
            3Notes to Financial
Statements
            4ITEM 2.  
       Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
            9ITEM 3.   
      Quantitative and Qualitative Disclosures About Market
      Risk
            14ITEM 4.   
      Controls and Procedures
            14PART
      II. OTHER INFORMATIONITEM 1.   
      Legal Proceedings
            15ITEM
      1A. Risk Factors
            15ITEM 2.
         Unregistered Sales of Equity
      Securities and Use of Proceeds
            15ITEM 3.   
      Defaults Upon Senior Securities
            15ITEM 4.   
      Submission of Matters to a Vote of Security
      Holders
            15ITEM 5.   
      Other Information
            15ITEM 6.
         Exhibits
            15SIGNATURES
            15




- i
-


PART
I. FINANCIAL INFORMATION




ITEM 1.
Financial Statements




Lazy
Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings,
Inc.


Balance Sheets


ASSETS
            
            March
      31, 2008
            
            
            December
      31, 2007Current
      assets
            
            (Unaudited)Cash
            
            $
            4,787,491
            
            
            $
            8,908,837Receivables,
      net of allowance for doubtful accounts of $861,779 in
              2008
      and $788,785 in 2007
            
            
            17,637,051
            
            
            
            16,485,641Refundable
      income taxes
            
            
            -
            
            
            
            996,086Inventories
            
            
            102,860,416
            
            
            
            94,459,531Prepaid
      expenses and other
            
            
            3,654,211
            
            
            
            3,450,261Total
      current assets
            
            
            128,939,169
            
            
            
            124,300,356Property
      and equipment, net
            
            
            33,389,998
            
            
            
            34,048,842Loan
      and other costs, net
            
            
            3,716,145
            
            
            
            3,913,244Goodwill
            
            
            104,865,672
            
            
            
            104,865,672Intangible
      assets, net
            
            
            72,863,437
            
            
            
            73,324,955Other
      assets
            
            
            112,390
            
            
            
            130,470Total
      assets
            
            $
            343,886,811
            
            
            $
            340,583,539LIABILITIES
      AND STOCKHOLDER’S EQUITYCurrent
      liabilitiesFloor
      plan notes payable
            
            $
            60,572,737
            
            
            $
            59,697,840Accounts
      payable and accrued expenses
            
            
            14,061,007
            
            
            
            20,094,820Accrued
      interest
            
            
            6,432,069
            
            
            
            2,414,717Reserve
      for chargebacks
            
            
            1,201,000
            
            
            
            1,179,000Customer
      deposits
            
            
            2,227,664
            
            
            
            2,506,053Income
      taxes payable
            
            
            1,470,755
            
            
            
            -Deferred
      income taxes
            
            
            2,013,228
            
            
            
            2,013,228Total
      current liabilities
            
            
            87,978,460
            
            
            
            87,905,658Long-term
      debt
            
            
            138,638,400
            
            
            
            138,585,577Reserve
      for chargebacks
            
            
            952,000
            
            
            
            998,000Deferred
      rent
            
            
            14,041,622
            
            
            
            14,078,420Deferred
      income taxes
            
            
            27,508,303
            
            
            
            27,784,162Other
            
            
            72,316
            
            
            
            20,186Total
      liabilities
            
            
            269,191,101
            
            
            
            296,372,003Stockholder’s
      equityCommon
      stock, $.01 par value: 1,000 shares authorized and 100
    sharesissued
      and outstanding
            
            
            1
            
            
            
            1Paid-in
      capital
            
            
            67,000,000
            
            
            
            67,000,000Retained
      earnings
            
            
            7,695,709
            
            
            
            4,211,535Total
      stockholder’s equity
            
            
            74,695,710
            
            
            
            71,211,536Total
      liabilities and stockholder’s equity
            
            $
            343,886,811
            
            
            $
            340,583,539




See
accompanying notes to financial statements.


- 1
-


Lazy
Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings,
Inc.


Statements of
Income (Unaudited)




Three
      Months EndedMarch
      31, 2008
            
            
            March
      31, 2007RevenuesNew
      vehicle
            
            $
            128,177,241
            
            
            $
            142,486,314Pre-owned
      vehicle
            
            
            82,036,315
            
            
            
            84,670,024Parts,
      service and other
            
            
            6,080,381
            
            
            
            6,001,045Finance
      and insurance
            
            
            6,876,203
            
            
            
            6,869,454RallyPark
            
            
            803,448
            
            
            
            813,231Other
            
            
            168,301
            
            
            
            145,092Total
      revenues
            
            
            224,141,889
            
            
            
            240,985,160Cost
      of revenuesNew
      vehicle
            
            
            115,101,158
            
            
            
            128,716,203Pre-owned
      vehicle
            
            
            71,743,408
            
            
            
            74,757,563Parts,
      service and other
            
            
            4,081,145
            
            
            
            4,063,763Total
      cost of revenues
            
            
            190,925,711
            
            
            
            207,537,529Gross
      profit
            
            
            33,216,178
            
            
            
            33,447,631Selling,
      general and administrative expenses
            
            
            22,492,978
            
            
            
            23,327,777Income
      before interest expense and income taxes
            
            
            10,723,200
            
            
            
            10,119,854Interest
      expense
            
            
            5,048,044
            
            
            
            5,385,253Income
      before income taxes
            
            
            5,675,156
            
            
            
            4,734,601Income
      tax expense
            
            
            2,190,982
            
            
            
            1,835,640Net
      income
            
            $
            3,484,174
            
            
            $
            2,898,961





See
accompanying notes to financial statements.


- 2
-


Lazy
Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings,
Inc.


Statements of
Cash Flows(Unaudited)


Three
      Months EndedMarch
      31, 2008
            
            
            March
      31, 2007Cash
      flows from operating activitiesNet
      income
            
            $
            3,484,174
            
            
            $
            2,898,961Adjustments
      to reconcile net income to net cash (used in) providedby
      operating activitiesDepreciation
      of property and equipment
            
            
            883,920
            
            
            
            974,622Depreciation
      of rental vehicle inventory
            
            
            -
            
            
            
            2,653Amortization
      of intangible costs
            
            
            461,518
            
            
            
            513,303Amortization
      and write-off of loan and other costs
            
            
            197,099
            
            
            
            267,676Amortization
      of discount on long-term debt
            
            
            52,823
            
            
            
            56,136Loss
      on sale of property and equipment
            
            
            -
            
            
            
            2,198Provision
      for doubtful accounts
            
            
            9,431
            
            
            
            -Deferred
      income taxes
            
            
            (275,859
            )
            
            
            (275,859
            )Change
      in assets and liabilitiesReceivables
            
            
            (1,160,841
            )
            
            
            (9,744,695
            )Refundable
      income taxes
            
            
            996,086
            
            
            
            377,633Inventories
            
            
            (8,400,885
            )
            
            
            8,372,050Prepaid
      expenses and other
            
            
            (203,950
            )
            
            
            16,442Other
      assets
            
            
            18,080
            
            
            
            6,569Accounts
      payable, accrued interest, other accrued expenses
            
            
            (2,242,720
            )
            
            
            9,534,668and
      customer depositsIncome
      taxes payable
            
            
            1,470,755
            
            
            
            1,710,776Reserve
      for chargebacks
            
            
            (24,000
            )
            
            
            78,000Deferred
      rent
            
            
            (36,798
            )
            
            
            (41,855
            )Net
      cash (used in) provided by operating activities
            
            
            (4,771,167
            )
            
            
            14,749,278Cash
      flows from investing activitiesProceeds
      from sale of property and equipment
            
            
            -
            
            
            
            500Purchases
      of property and equipment
            
            
            (225,076
            )
            
            
            (187,549
            )Net
      cash used in investing activities
            
            
            (225,076
            )
            
            
            (187,049
            )Cash
      flows from financing activitiesNet
      payments (borrowings) under floor plan
            
            
            874,897
            
            
            
            (13,387,460
            )Loan
      and other costs
            
            
            -
            
            
            
            (122,252
            )Net
      cash used in (provided by) financing activities
            
            
            874,897
            
            
            
            (13,509,712
            )Net
      change in cash
            
            
            (4,121,346
            )
            
            
            1,052,517Cash
      at beginning of period
            
            
            8,908,837
            
            
            
            3,253,637Cash
      at end of period
            
            $
            4,787,491
            
            
            $
            4,306,154Supplemental
      disclosure of cash flow informationCash
      paid during the period for interest
            
            $
            1,030,692
            
            
            $
            1,305,476Cash
      paid during the period for income taxes
            
            
            -
            
            
            
            -





See
accompanying notes to financial statements.


- 3
-


Lazy
Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings,
Inc.


Notes to Financial Statements




NOTE
1 - BASIS OF PRESENTATION AND OPINION OF MANAGEMENT




The
accompanying unaudited interim financial statements include the accounts of Lazy
Days’ R.V. Center, Inc. (the “Company” or “Lazydays”), a wholly owned subsidiary
of LD Holdings, Inc. (“LD Holdings”), a non-operating holding company, and have
been prepared in accordance with the instructions to Form 10-Q and therefore do
not include all of the information and financial statement disclosures necessary
for a fair presentation of financial position, results of operations and cash
flows in conformity with accounting principles generally accepted in the United
States of America. Certain prior period amounts have been reclassified to
conform to the current period presentation. These reclassifications had no
effect on stockholder’s equity or net income as previously
reported.  In the opinion of management, the information furnished
herein includes all adjustments necessary to reflect a fair statement of the
interim periods reported. All adjustments are of a normal and recurring nature.
Due to the seasonal nature of our business, interim results are not necessarily
indicative of results for the entire fiscal year. The December 31, 2007
condensed balance sheet data was derived from audited financial statements, but
does not include all disclosures required by accounting principles generally
accepted in the United States of America. These interim financial statements and
the related notes should be read in conjunction with the financial statements
and notes included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007.




NOTE
2 - RECEIVABLES





Receivables
consist of the following:


March
      31, 2008
            
            
            December
      31, 2007Contracts
      in transit and vehicle receivables
            
            $
            10,249,730
            
            
            $
            10,977,162Manufacturer
      receivables
            
            
            7,204,577
            
            
            
            5,030,992Finance
      and other receivables
            
            
            1,044,523
            
            
            
            1,266,27218,498,830
            
            
            
            17,274,426Less:
      Allowance for doubtful accounts
            
            
            861,779
            
            
            
            788,785$
            17,637,051
            
            
            $
            16,485,641




Contracts
in transit represent receivables from financial institutions for the portion of
the vehicle sales price financed by the Company’s customers through financing
sources arranged by the Company. Manufacturer receivables are due from the
manufacturers for incentives, holdbacks and other programs.





NOTE
3 - INVENTORIES





Inventories
consist of the following:


March
      31, 2008
            
            
            December
      31, 2007New
      recreational vehicles
            
            $
            67,944,850
            
            
            $
            64,850,732Pre-owned
      recreational vehicles
            
            
            38,883,306
            
            
            
            33,167,420Parts,
      accessories and other
            
            
            2,068,004
            
            
            
            1,749,726108,896,160
            
            
            
            99,767,878Less:
      LIFO reserve
            
            
            6,035,744
            
            
            
            5,308,347$
            102,860,416
            
            
            $
            94,459,531




- 4
-


Lazy
Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings,
Inc.


Notes
to Financial Statements




NOTE
4 - GOODWILL AND OTHER INTANGIBLE ASSETS




Goodwill
totaling $104,865,672 at March 31, 2008 and December 31, 2007, represents the
excess of costs over fair value of net assets of an acquired business. Pursuant
to Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible
Assets, goodwill and intangible assets acquired in a purchase business
combination and determined to have an indefinite life are not amortized, but
instead tested for impairment at least annually. At December 31, 2007,
management determined there was no impairment of goodwill. SFAS No. 142
also requires that intangible assets with estimable useful lives be amortized
over their respective estimated useful lives, addressed annually and reviewed
for impairment in accordance with SFAS No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets.





Intangible
assets and the related accumulated amortization are summarized as
follows:




March
      31, 2008
            
            
            December 31,
      2007Gross
              Carrying
              Amount
            
            
            Accumulated
              Amortization
            
            
            Gross
              Carrying
              Amount
            
            
            Accumulated
              AmortizationAmortizable
      intangible assets:Manufacturer
      relationships
            
            $
            26,700,000
            
            
            $
            2,586,563
            
            
            $
            26,700,000
            
            
            $
            2,419,688Non-compete
      agreement
            
            
            9,000,000
            
            
            
            6,250,000
            
            
            
            9,000,000
            
            
            
            5,955,357Customer
      database
            
            
            3,600,000
            
            
            
            3,600,000
            
            
            
            3,600,000
            
            
            
            3,600,00039,300,000
            
            
            
            12,436,563
            
            
            
            39,300,000
            
            
            
            11,975,045Unamortizable
      intangible assets:Trade
      names and trademarks
            
            
            46,000,000
            
            
            
            –
            
            
            
            46,000,000
            
            
            
            –$
            85,300,000
            
            
            $
            12,436,563
            
            
            $
            85,300,000
            
            
            $
            11,975,045




Amortizable
intangible assets are being amortized using the straight-line method over 40
years for manufacturer relationships, six years for the non-compete agreement
and one year for the customer database. The weighted-average amortization period
for all amortizable intangible assets acquired in 2004 is 28.7 years. Trade
names and trademarks are considered to have indefinite useful lives and are not
being amortized.





Amortization
expense for intangible assets for the three month period ended March 31, 2008
was $461,518 compared to $513,303 for the three-month period ended March 31,
2007. Estimated amortization expense for the nine-month period ending December
31, 2008 and for each of the subsequent five years ending December 31 is: 2008
(nine-months) - $1,384,554, 2009 - $1,846,072, 2010 - $1,355,000, 2011 -
$667,500, 2012 - $667,500, 2013 - $667,500.


- 5
-


Lazy
Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings,
Inc.


Notes
to Financial Statements





NOTE
5 - FLOOR PLAN NOTES PAYABLE




The
Company maintains floor plan financing agreements with two financial
institutions, collateralized by new and pre-owned recreational vehicles
aggregating up to $100,000,000. The entire facility may be used to finance new
vehicle inventory but only up to $26,000,000 may be used to finance pre-owned
vehicle inventory. On October 28, 2004, the agreements were amended further
to permit the Company to use floor plan credit to finance new vehicle inventory
to be leased by the Company (“rental vehicle inventory”).  The
financial institutions collateralize all vehicles purchased under these
agreements and all receivables generated from the sale of these vehicles. The
interest rate charged (4.62% and 6.97% at March 31, 2008 and 2007,
respectively) is based on the prime rate or LIBOR. Principal is due upon the
sale of the respective vehicle.




Effective
February 22, 2007, the Company amended the floor plan financing agreements
extending the terms through February 22, 2011 and obtained an option to increase
the aggregate floor plan commitments to $100,000,000 from $85,000,000, which was
exercised on January 14, 2008.  Effective April 15, 2008, the Company
amended the floor plan financing agreements which modified the change date in
which the Company designates its desire to apply the adjusted LIBOR rate on all
floor plan advances and amended the minimum requirements for the current ratio
and coverage ratio test.





The floor
plan credit facility also includes a revolving credit facility.  The
revolver provides for borrowings up to $15,000,000.  There were no
outstanding advances under the revolver at March 31, 2008.  Borrowings
under the revolver are collateralized by substantially all of the Company’s
assets.  Interest on outstanding advances is payable monthly and is
based on the prime rate or LIBOR (4.62% at March 31, 2008).  The
Company is eligible to borrow under this revolving credit facility when its
interest coverage ratio, as defined, exceeds 1.40 and the Company’s trailing
twelve month net income, as defined, exceeds $500,000.  As of March
31, 2008, the Company was not eligible to borrow under this
facility.





The Company’s floor plan notes payable
are subject to certain financial and restrictive covenants including debt
service coverage ratio; current ratio; and limitations on lease rentals, certain
executive compensation, capital expenditures, accounts payable, additional debt,
liens, dividends, distributions, certain restricted investments, and certain
other corporate activities, all as defined in the credit agreement. The Company
was in compliance with all covenants at March 31, 2008.




Interest
expense on the floor plan notes payable was $915,348 for the three-month period
ended March 31, 2008 compared to $1,189,867 for the three-month period ended
March 31, 2007.




NOTE
6 - LONG-TERM DEBT





On May
14, 2004, the Company issued $152 million of unsecured, senior notes (the
“Senior Notes”) through a private placement exempt from the registration
requirements of the 1933 Securities Act. Subsequently, on December 6, 2004,
the Company successfully completed the exchange of $137 million of its Senior
Notes. The remaining Senior Notes totaling $15 million were not eligible for
exchange. The Senior Notes mature May 15, 2012 and bear interest at an
annual rate of 11.75% payable each November 15 and May 15, to the
registered holders at the close of business on November 1 and May 1
immediately preceding the interest payment date.   The
outstanding balance of unsecured Senior Notes at March 31, 2008 was
$138,638,400, net of unearned discount of $915,600.  Interest expense
on the Senior Notes for the three-month period ended March 31, 2008 was
$4,132,696 compared to $4,195,386 for the three-month period ended March 31,
2007.





The
Senior Notes rank pari passu with the Company’s existing and future senior debt.
The Senior Notes are effectively subordinated to the Revolver and amended floor
plan credit facility to the extent of the assets collateralizing such
debt.




The
Company has the option to redeem the Senior Notes at any time at a defined
premium plus accrued and unpaid interest to the date of redemption.




The
Company shall offer to repurchase Senior Notes from all holders, on a pro rata
basis, to the extent of 50% of the Company’s free cash flow, as defined,
for any six-month period ending on either June 30 or December 31 of
any fiscal year, commencing with the six-month period ending December 31,
2004. To the extent the Company’s free cash flow for any six-month period is
less than $1.0 million, the Company may elect not to make a free cash flow offer
for such period and, in lieu thereof, add such free cash flow to the amount of
free cash flow for the next succeeding six-month period. For the six months
ended December 31, 2007 no free cash flow existed for offer.




The
Company had outstanding letters of credit amounting to $225,000 at March 31,
2008.  Effective April 1, 2008, outstanding letters of credit were
increased to $275,000.  Interest on outstanding advances is payable
monthly and is based on the prime rate (6.0% at March 31,
2008).  Borrowings are collateralized by substantially all of the
Company’s assets.







- 6
-


Lazy
Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings,
Inc.
 Notes
to Financial Statements


NOTE
7 - LD HOLDINGS AND RV ACQUISITION




The
balance sheets of LD Holdings, a wholly owned subsidiary of RV Acquisition,
consisted of the following:




March
      31, 2008
            
            
            December
      31, 2007ASSETSInvestment
      in and equity in earnings of Lazydays
            
            $
            74,695,710
            
            
            $
            71,211,536STOCKHOLDER’S
      EQUITYCommon
      stock, Class A
            
            $
            1
            
            
            $
            1Paid-in
      capital
            
            
            67,000,000
            
            
            
            67,000,000Retained
      earnings
            
            
            7,695,709
            
            
            
            4,211,535Total
      stockholder’s equity
            
            $
            74,695,710
            
            
            $
            71,211,536




The
balance sheets of RV Acquisition consisted of the following:




March
      31, 2008
            
            
            December
      31, 2007ASSETSInvestment
      in and equity in earnings of LD Holdings
            
            $
            74,695,710
            
            
            $
            71,211,536LIABILITIESDue
      to Lazy Days' R.V. Center, Inc.
            
            $
            51,372
            
            
            $
            51,372STOCKHOLDERS’
      EQUITYPreferred
      stock, Series A, including accrued dividends of $42,664,867 in
      2008and
      $39,358,660 in 2007.
            
            
            104,664,867
            
            
            
            101,358,660Common
      stock, $.01 par value
            
            
            49,947
            
            
            
            49,947Paid-in
      capital
            
            
            4,941,771
            
            
            
            4,941,771Accumulated
      deficit
            
            
            (35,012,247
            )
            
            
            (35,190,214
            )Total
      stockholders’ equity
            
            
            74,644,338
            
            
            
            71,160,164Total
      liabilities and stockholders’ equity
            
            $
            74,695,710
            
            
            $
            71,211,536





- 7
-


Lazy
Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings,
Inc.


Notes
to Financial Statements





NOTE
8 - EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS ON THE FINANCIAL
STATEMENTS





In
September 2006, the FASB issued Statement No. 157, “Fair Value
Measurements.”  This statement defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements.  The statement establishes a fair value hierarchy about
the assumptions used to measure fair value and clarifies assumptions about risk
and the effect of a restriction on the sale or use of an asset.  The
standard is effective for fiscal years beginning after November 15,
2007.  In February 2008, the FASB issued FASB Staff Position ("FSP")
No. FAS 157-2, “Effective Date of FASB Statement No. 157.”  This FSP
delays the effective date of FAS 157 for all nonfinancial assets and
nonfinancial liabilities, except those that are recognized or disclosed at fair
value on a recurring basis (at least annually) to fiscal years beginning after
November 15, 2008, and interim periods within those fiscal
years.  There was no impact upon adoption.





In
February 2007, the FASB issued Statement No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities.”  The standard provides
companies with an option to report selected financial assets and liabilities at
fair value and establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different measurement
attributes for similar types of assets and liabilities.  The new
standard was effective for the Company on January 1, 2008.  The
Company did not elect the fair value option for any financial assets or
financial liabilities as of January 1, 2008.




- 8
-


ITEM 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations




The
following discussion regarding Lazy Days' R.V. Center, Inc.'s financial
condition and results of operations should be read in conjunction with our
financial statements and the notes to those statements included in our Annual
Report on Form 10-K for the year ended December 31, 2007.  Unless stated
otherwise, the information provided in this section relates to Lazy Days' R.V.
Center, Inc. only and not to its parent, LD Holdings.  This report contains
forward-looking statements that involve risks and uncertainties.  Our
actual results may differ materially from those indicated in forward-looking
statements.





Management’s
Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) is designed to discuss our financial condition, changes in financial
condition and results of operations, liquidity, critical accounting policies and
the future impact of accounting standards that have been issued but are not yet
effective.




Certain
Defined Terms




In this
report, “Lazydays,” the “Company,” “we,” “us” or “our” refers to Lazy Days’ R.V.
Center, Inc. In this report, “LD Holdings” refers to LD Holdings, Inc., our
parent company, and, unless the context otherwise requires, its
subsidiaries.




Overview




We are
the world’s largest single-site dealer of recreational vehicles (“RVs”) with the
industry’s broadest selection of new and previously-owned RVs. We are a primary
point of distribution for eight of the leading manufacturers in the recreational
vehicle retail industry, an industry with sales of approximately $15 billion in
new, and $14 billion in pre-owned RV vehicles annually. Located on a
126-acre site outside of Tampa, Florida, we are widely recognized in the
RV community as the premier destination for RV enthusiasts, attracting over
250,000 visitors each year to our RV dealership, and approximately
1.3 million visitors per year to our facility


(including
visitors to additional attractions that appeal to RV owners located adjacent to
our site, namely Camping World, Cracker Barrel and Flying J Travel
Plaza).




We offer
our customers an extensive selection of RVs and a variety of services, such as
financing, insurance and a 230-bay, fully-staffed service and repair department.
Our inventory is displayed in a park-like setting and our facility also includes
a full-service RV park, two swimming pools, tennis courts and meeting and dining
facilities.





We derive
our revenues principally from sales and rental of new units, sales of pre-owned
units, service and rental repair, commissions earned on sales of third-party
financing and insurance products, and visitors fees at RallyPark. In 2007, we
derived our revenues from these categories in the following percentages, 57.8%,
34.0%, 5.1%, 2.7% and 0.2%, respectively. New and pre-owned unit sales accounted
for more than 91% of total revenues.




The vast
majority of our costs of revenues are related to inventory purchases. New and
pre-owned vehicles have accounted for 97% or more of cost of revenues in each of
the previous three years. Increased unit costs are immediately passed through to
end customers.




Our gross
profit margins on pre-owned vehicles are typically higher on a percentage basis
while our gross profit margins on an absolute dollar basis are typically higher
on new vehicles. In 2007, gross profit margins on new vehicles averaged 7.4%
compared to 9.7% for pre-owned vehicles, and our gross profit from sales of new
vehicles was $33.4 million and $25.5 million for pre-owned
vehicles.




Salaries,
commissions and benefits represent the largest component of our total selling,
general and administrative expense and comprised more than 50% of total selling,
general and administrative expense. In 2007, approximately 14.3% of our selling,
general and administrative expense consisted of commissions for our sales force
which are directly correlated to RV vehicle sales levels. Selling, general and
administrative expense is typically consistent with revenue on a percentage
basis.


- 9
-


Results
of Operations




Three
Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
(Unaudited)




Revenues. Revenues
decreased from $241.0 million in the three months ended March 31, 2007 to $224.1
million in the comparable period in 2008.   Vehicle revenue
decreased $16.9 million while finance and insurance income and parts and service
remained consistent.  Total new retail units sold decreased 77 units
from the comparable period in 2007.  Total pre-owned units sold
decreased 72 units from the comparable period in 2007.  Despite the
decline in total units sold, finance and insurance income remained relatively
flat due to improved average income per unit financed.




New Unit Sales. Sales of new
vehicles were $128.2 million in the three months ended March 31, 2008 compared
to $142.5 million for the comparable period in 2007.  New vehicle unit
sales decreased from 1,004 units for the first quarter of 2007 to 927 units in
2008.  This was due to a decrease in sales of Class A units, while
Class C and towables increased.  New unit sales by class for the three
months ended March 31, 2008 as compared to the three months ended March 31, 2007
are summarized as follows:





Three
      Months EndedMarch
      31, 2008
            
            
            March
      31, 2007Class
      A – Diesel
            
            
            381
            
            
            
            434Class
      A – Gas
            
            
            138
            
            
            
            199Class
      C
            
            
            110
            
            
            
            96Total
      Motorized
            
            
            629
            
            
            
            729Fifth
      Wheel
            
            
            193
            
            
            
            170Travel
      Trailer
            
            
            105
            
            
            
            105Total
      Towable
            
            
            298
            
            
            
            275Total
      New Units
            
            
            927
            
            
            
            1,004





- 10
-


Pre-Owned Unit Sales. Sales
of pre-owned vehicles for the first quarter of 2008 were $82.0 million compared
to $84.7 million for the first quarter of 2007.  Pre-owned vehicle
unit sales decreased from 1,120 units for the first quarter of 2007 to 1,048
units in 2008 due to a lower demand of Class A units partially offset by an
increase in Class C units.  Pre-owned unit sales by class in the three
months ended March 31, 2008 compared to the three months ended March 31, 2007
are summarized as follows:





Three
      Months EndedMarch
      31, 2008
            
            
            March
      31, 2007Class
      A – Diesel
            
            
            359
            
            
            
            378Class
      A – Gas
            
            
            219
            
            
            
            273Class
      C
            
            
            138
            
            
            
            124Total
      Motorized
            
            
            716
            
            
            
            775Fifth
      Wheel
            
            
            118
            
            
            
            126Travel
      Trailer
            
            
            92
            
            
            
            115Other
            
            
            122
            
            
            
            104Total
      Towable
            
            
            332
            
            
            
            345Total
      Pre-Owned Units
            
            
            1,048
            
            
            
            1,120




Parts, Service and Other
Revenues. Parts, service and other revenues for the first quarter of 2008
were $6.1 million compared to $6.0 million for the comparable period in
2007.  The increase is attributable to increased warranty related
service revenue offset somewhat by lower unit volume.




Finance and Insurance Related
Revenues. Finance, insurance and extended warranty related revenues
remained flat at $6.9 million in the three months ended March 31, 2008 compared
to the three months ended March 31, 2007 due to lower volume offset by improved
average income per unit financed.





Gross Profit. Gross profit
consists of gross revenues less our cost of sales and services. Gross profit in
the three months ended March 31, 2008 was $33.2 million compared with the three
months ended March 31, 2007 at $33.4 million.  Gross profit margin
increased from 13.9% in the three months ended March 31, 2007 to 14.8% in the
comparable period in 2008.  The $0.2 million decrease in gross profit
was primarily due to a $0.7 million decrease in new vehicle margin offset by a
$0.4 million increase in pre-owned margin and a $0.1 million increase in finance
and insurance margin. New vehicle margin in 2008 was negatively impacted by a
non-cash LIFO inventory adjustment representing $0.2 million of the variance
quarter over quarter and lower new motorized sales volume, which also resulted
in lower manufacturer holdbacks and incentive income of approximately $0.9
million.  Pre-owned margin increased due to an overall higher average
margin offsetting the lower volume experienced. Finance and insurance increased
$0.1 million as increased warranty income and improved average margins per unit
financed more than offset the lower volume experienced.  The increase
in gross profit margin resulted from the noted improvement in finance and
insurance average margins as well as improved average margins in new and
pre-owned unit sales.


Selling, General and
Administrative Expenses. Selling, general and administrative expenses,
including depreciation and amortization, decreased from $23.3 million the three
months ended March 31, 2007 to $22.5 million in the comparable period in 2008.
Historically, salary, commissions and benefits have comprised the majority of
our total selling, general and administrative expenses and exceeded 60% of
selling, general and administrative expenses in the three months ended March 31,
2008.





Income from operations.Income from operations represents our gross profit, less selling, general
and administrative expenses including depreciation and amortization. Income from
operations increased from $10.1 million in the three months ended March 31, 2007
to $10.7 million in the comparable period in 2008.  This increase was
due to decreased selling, general and administrative expenses offsetting the
decline in gross profit.




Interest Expense—Floor Plan Credit
Facility and Senior
Notes. Interest expense on our Floor Plan Credit Facility was $1.2
million in the three months ended March 31, 2007 and $0.9 million in the
comparable period in 2008.  Interest on the Floor Plan Credit Facility
decreased primarily due to a decrease in short-term borrowing
rates.  Interest expense on our Senior Notes was $4.1 million in the
three months ended March 31, 2008 and $4.2 million in the comparable period in
2007.




Income Tax Expense. Income
tax expense increased from $1.8 million in the three months ended March 31, 2007
to $2.2 million for the comparable period in 2008.  This increase was
primarily attributable to increased income before income tax of $5.7 million
during the three-month period ended March 31, 2008 compared to income before
income tax of $4.7 million during the first quarter of 2007.





- 11
-


Liquidity
and Capital Resources




Liquidity. Historically, we
have satisfied our liquidity needs through cash from operations and various
borrowing arrangements.   Principal liquidity needs have included
the acquisition of inventory, salary and sales commissions, debt service
requirements and other capital expenditures necessary to maintain our
facility.  Our cash requirements consist principally of scheduled
payments of principal and interest on outstanding indebtedness (including
indebtedness under our floor plan credit facility), capital expenditures, salary
and sales commissions and lease expenses.  Based upon our current level of
operations, we believe that our cash flow from operations, available cash and
available borrowing under our floor plan credit facility will be adequate to
meet our future liquidity needs for the next several years.




Operating Activities. Net
cash used in operating activities during the three months ended March 31, 2008
was equal to $4.8 million, compared to net cashed provided by operating
activities of $14.7 million during the comparable period in 2007. This decrease
in net cash provided by operating activities for 2008 was primarily the result
of an increase in inventories (due to the purchase of essentially all the
Company’s consigned inventory) and a decrease in accounts payable, accrued
interest and other accrued expenses.




Investing Activities. Net cash used in
investing activities was $0.2 million during the three months ended March 31,
2008, relatively flat in comparison with net cash used in investing activities
during the comparable period in 2007.




Financing Activities. Net
cash provided by financing activities during the three months ended March 31,
2008 was $0.8 million, compared to net cashed used in financing activities
totaling $13.5 million during the comparable period in 2007.  This was
due to flooring essentially all of the Company’s consigned inventory in the
first quarter of 2008.





Working Capital. Working
capital, including cash and cash equivalents, totaled approximately $41.0
million at March 31, 2008. We maintain sizable inventories in order to meet the
expectations of our customers, and believe that we will continue to require
working capital consistent with past experience. Historically, we have funded
our operations with internally generated cash flow and
borrowings.  Changes in our working capital are driven primarily by
our profit levels and management of our inventories.  Borrowings under
our amended floor plan credit facility to finance our new vehicle inventory may
not exceed (i) 100% of the factory invoices for the related vehicles, (ii) 85%
of the wholesale value of all pre-owned inventory (as determined in accordance
with National Automobile Dealers Association RV Industry Appraisal Guide, or
appraised NADA value) for vehicles in the current through 7th prior
model years and (iii) 65% of the appraised NADA value with respect to pre-owned
vehicles in the 8th, 9th and
10th
prior model years.  At times, we have made repayments on our amended
floor plan credit facility using excess cash flow from operations.





Our
principal sources of funds are cash flows from operating activities and
available borrowings under our amended floor plan credit facility.  We
believe that these funds will provide us with sufficient liquidity and capital
resources for us to meet our current and future financial obligations, including
our scheduled principal and interest payments, as well as to provide funds for
working capital, capital expenditures and other needs for at least the next
twelve months.  No assurance can be given, however, that this will be
the case.





Debt Service. As of March 31,
2008, we had $60.6 million of borrowings outstanding under our floor
plan credit facility which was increased to $100.0 million on January 14, 2008,
subject to certain covenants.  We have $36.4   million of
availability under this facility as of March 31, 2008.  In addition,
our floor plan facility includes a $15.0 million revolving credit
facility.  The Company is eligible to borrow under this revolving
credit facility when its interest coverage ratio, as defined, exceeds 1.40 and
the Company’s trailing twelve month net income, as defined, exceeds
$500,000.  As of March 31, 2008, the Company was not eligible to
borrow under this facility.





The
Company shall offer to repurchase Senior Notes from all holders, on a pro rata
basis, to the extent of 50% of the Company’s free cash flow, as defined, for any
six month period ending on either June 30 or December 31, of any fiscal year
(“Free Cash Flow Offer”).  The Company was not required to make a Free
Cash Flow Offer for the six months ended December 31, 2007.





As of
March 31, 2008, our capital expenditures approximated $0.2 million for the
three-month period. Our floor plan credit facility limits our ability to make
capital expenditures in excess of $5.0 million per annum. Based on current
estimates, management believes that the amount of capital expenditures permitted
to be made under our floor plan credit facility will be adequate to grow our
business according to our business strategy and to maintain the properties and
business of our continuing operations.




Based on
current facts and circumstances, we believe we have adequate cash flow coupled
with borrowing capacity under our floor plan credit facility to fund our current
operations, Free Cash Flow Offer and capital expenditures.


- 12
-


Cautionary
Statement for Forward-Looking Information




Certain
information set forth in this report contains “forward-looking statements”
within the meaning of the federal securities laws. Forward-looking statements
include statements concerning our plans, objectives, goals, strategies, future
events, future revenues or performance, capital expenditures, financing needs,
plans or intentions relating to acquisitions and other information that is not
historical information. In some cases, forward-looking statements can be
identified by terminology such as “believes,” “expects,” “may,” “will,”
“should,” or “anticipates,” or the negative of such terms or other comparable
terminology, or by discussions of strategy. We may also make additional
forward-looking statements from time to time. All such subsequent
forward-looking statements, whether written or oral, by us or on our behalf, are
also expressly qualified by these cautionary statements.




Forward-looking
statements, including without limitation, management’s examination of historical
operating trends, are based upon our current expectations and various
assumptions. Our expectations, beliefs and projections are expressed in good
faith and we believe there is a reasonable basis for them, but there can be no
assurance that management’s expectations, beliefs and projections will result or
be achieved. All forward-looking statements apply only as of the date made.
Unless required by law, we undertake no obligation to update or revise
forward-looking statements to reflect events or circumstances after the date
made or to reflect the occurrence of unanticipated events.




There are
a number of risks and uncertainties that could cause our actual results to
differ materially from the forward-looking statements contained in or
contemplated by this report. The following are among the factors that could
cause actual results to differ materially from the forward-looking statements.
There may be other factors, including those discussed elsewhere in this report,
which may cause our actual results to differ materially from the
forward-looking statements. Any forward-looking statements should be considered
in light of the risk factors specified in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2007, some of which are summarized
below.





§
            We
      may experience unanticipated fluctuations in our operating results for a
      variety of reasons.





§
            Reduced
      availability of financing for our customers could adversely affect our
      sales volume.





§
            Our
      geographic concentration heightens our exposure to adverse regional
      developments, including adverse economic conditions, demographic changes,
      severe weather events and natural
  disasters.





§
            Our
      business is cyclical and seasonal and this can lead to fluctuations in our
      sales and operating results.





§
            Changes
      in consumer preferences for our products or our failure to gauge those
      preferences could lead to reduced sales and additional
      costs.





§
            We
      are dependent on continued relationships with major manufacturers who
      supply our products.





§
            If
      the frequency and size of product liability and other claims against us,
      including wrongful death, increase, our business, results of operations
      and financial condition may be
harmed.





§
            Fuel
      shortages, or higher prices for fuel, could have a negative effect on
      sales of recreational
vehicles.





§
            We
      require floor plan financing to purchase our inventory.  The absence
      of available floor plan financing could have a material adverse effect on
      our operations and hinder our ability to achieve our growth
      strategy.





§
            A
      substantial portion of our income is from financing, insurance and
      extended service contracts, which depend on third-party lenders and
      insurance companies.  We cannot assure you third-party lending
      institutions will continue to provide financing for RV
      purchases.





§
            The
      loss of key personnel and/or failure to attract and retain highly
      qualified personnel could make it more difficult for us to generate cash
      flow from operations and service our
debt.





§
            The
      interests of our controlling stockholder may be in conflict with your
      interests as a holder of Notes.





§
            We
      are subject to extensive government regulation.  Changes in these
      regulations could have a negative effect on our financial
      condition.





§
            The
      occurrence of extraordinary events, such as a major terrorist attack in
      the United States, may adversely affect our business, resulting in a
      decrease in our revenues.


- 13
-


ITEM 3. Quantitative and Qualitative Disclosures about
Market Risk




Interest Rates. We are
exposed to market risk from changes in the interest rates on a portion of our
outstanding indebtedness. There were no borrowings outstanding at March 31, 2008
under our Revolver credit facility. Amounts outstanding under the floor
plan credit facility bear interest at a variable rate based on prime or LIBOR as
adjusted each interest period. As of March 31, 2008, based on the aggregate
amount of $60.6 million outstanding under our floor plan financing
facility as of such date, a 100 basis point change in interest rates would have
changed our annual floor plan interest expense by approximately $0.6 million.
Outstanding balances under our Revolver bear interest at a variable rate on
prime or LIBOR as adjusted each interest period.




We
continually evaluate our exposure to interest rate fluctuations and follow
established policies and procedures to implement strategies designed to manage
the amount of variable rate indebtedness outstanding at any point in time in an
effort to mitigate the effect of interest rate fluctuations on our earnings and
cash flows.




Interest
rate fluctuations affect the fair market value of our fixed rate debt, including
the Senior Notes, but with respect to such fixed rate instruments, do not impact
our earnings or cash flows.




Foreign Currency Exchange
Rates. We currently have very limited exposure to exchange rate risk as
we have very limited foreign operations. Nearly all of our new and pre-owned
vehicle inventories are sourced domestically.




Inflation. Although we cannot
accurately anticipate the effect of inflation on our operations, we believe that
inflation has not had, and is not likely in the foreseeable future to have, a
material impact on our results of operations.




Cyclicality. Unit sales of
recreational vehicles historically have been cyclical, fluctuating with general
economic cycles. During economic downturns, the RV retailing industry tends to
experience similar periods of decline and recession as the general economy. We
believe that the industry is influenced by general economic conditions and
particularly by consumer confidence, the level of personal discretionary
spending, fuel prices, interest rates and credit availability.




Seasonality and Effects of
Weather. Our operations generally experience higher volumes of vehicle
sales in the first and fourth quarters of each year due in part to consumer
buying trends and our hospitable warm climate during the winter months. The
service and parts business experiences relatively modest seasonal
fluctuations.




We have a
single location near Tampa, Florida, which is in close proximity to the Gulf of
Mexico. As a single-site operator, a severe weather event such as a hurricane
could cause severe damage to our property and inventory. Although we believe we
have adequate insurance coverage, if we were to experience a catastrophic loss,
we may exceed our policy limits and/or we may have difficulty obtaining
similar insurance coverage in the future. There was minimal impact to our
facility as a result of hurricane activity throughout the state of Florida in
2005 and 2004.







ITEM 4. Controls and Procedures




Management’s
Conclusions Regarding Effectiveness of Disclosure Controls and
Procedures





As
of March 31, 2008, the Company conducted an evaluation, under the supervision
and participation of management including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the Company’s disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of
1934). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company’s disclosure controls and
procedures are effective as of March 31, 2008.





Changes
in Internal Control over Financial Reporting





There
have been no changes in our internal control over financial reporting that
occurred during the year ended March 31, 2008 that have materially affected, or
are likely to materially affect, our internal controls over financial
reporting.


- 14
-


PART
II. OTHER INFORMATION




ITEM 1. Legal Proceedings




We are
party to numerous legal proceedings that arise in the ordinary course of our
business. We do not believe that the ultimate resolution of these matters will
have a material adverse effect on our business, results of operations, financial
condition or cash flows. However, the results of these matters cannot be
predicted with certainty and an unfavorable resolution of one or more of
these matters could have a material adverse effect on our business, results of
operations, financial condition and cash flows.





ITEM
1A. Risk Factors





There
have been no material changes to the factors disclosed in ITEM 1A. Risk Factors
in our Annual Report on Form 10-K for the fiscal year ended December 31,
2007.




ITEM 2. Unregistered Sales of Equity Securities
and Use of Proceeds




Not
applicable.




ITEM 3. Defaults upon Senior Securities




Not
applicable.




ITEM 4. Submission of Matters to a Vote of
Security Holders




Not
applicable.




ITEM 5. Other Information




Not
applicable.




ITEM 6. Exhibits




31.1
            Certification
      of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.


31.2
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes -Oxley
      Act of 2002.32.1
            Certification
      of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.32.2
            Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.







SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




Company NameDate
      May 15, 2008
              By:
              /s/ John HortonName         
      John HortonTitle          
      Chief Executive Officer




Company NameDate 
      May 15, 2008
              By:
              /s/ Randy layName         
      Randy LayTitle          
      Chief Financial Officer


- 15
-




EXHIBIT
INDEX




Number
            Description
      of Exhibits31.1
            Certification
      of Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of Chief Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            Certification
      of Chief Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002




- 16
-