UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Item 2.01. Completion of Acquisition or Disposition of Assets
On August 3, 2021, LazyDays RV of Oregon, LLC, a wholly-owned subsidiary of Lazydays Holdings, Inc. (the “Company”), completed its acquisition (the “Transaction”) of substantially all of the assets of BYRV, Inc. (“BYRV”) and BYRV Washington, Inc. (“BYRV Washington”, together with “BYRV”, the “Acquired Companies”), pursuant to the Asset Purchase Agreement, dated as of August 3, 2021 (the “Purchase Agreement”), by and among the Acquired Companies, Bruce Young, Mark Bretz, The Bruce A. Young Revocable Trust, The Bruce A. Young 2021 Gift Trust and LazyDays RV of Oregon, LLC. A copy of the Purchase Agreement will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
The aggregate purchase price at closing paid by the Company for the sale of the Acquired Companies was approximately $49,506,149 in cash, which was comprised of a base purchase price of $48,000,000, adjusted for indebtedness and inventory. The purchase price is subject to a post-closing true-up mechanism for net working capital and inventory as set forth in the Purchase Agreement, which is expected to be determined within approximately ninety days from the date of the closing of the Transaction.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited combined balance sheet of the Acquired Companies as of December 31, 2020 and the related combined statements of income, changes in shareholders’ equity and cash flows for the year ended December 31, 2020, together with the accompanying notes thereto, are filed with as Exhibit 99.1 to this Form 8-K and incorporated by reference in this Item 9.01(a).
The unaudited combined balance sheet of the Acquired Companies as of June 30, 2021 and the related combined statements of income, changes in shareholders’ equity and cash flows for the six months ended June 30, 2021, together with the accompanying notes thereto, are filed with as Exhibit 99.2 to this Form 8-K and incorporated by reference in this Item 9.01(a).
(b) Pro Forma Financial Information
The pro forma financial information required by Article 11 of Regulation S-X is being filed as Exhibit 99.3 to this Form 8-K and is incorporated by reference in this Item 9.01(b).
| 23.1 | |
| 99.1 | Audited Combined Financial Report of the Acquired Companies |
| 99.2 | Unaudited Combined Financial Report for the six months ended June 30, 2021 of the Acquired Companies |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Statements |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 hereunto duly authorized.
| LAZYDAYS HOLDINGS, INC. | ||
| Date: October 18, 2021 | By | /s/ William P. Murnane |
| William P. Murnane | ||
| Chief Executive Officer | ||