0001493152-22-006457.txt : 20220310
0001493152-22-006457.hdr.sgml : 20220310
20220310083100
ACCESSION NUMBER: 0001493152-22-006457
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 14
CONFORMED PERIOD OF REPORT: 20220310
ITEM INFORMATION: Results of Operations and Financial Condition
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20220310
DATE AS OF CHANGE: 20220310
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Lazydays Holdings, Inc.
CENTRAL INDEX KEY: 0001721741
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38424
FILM NUMBER: 22727525
BUSINESS ADDRESS:
STREET 1: 250 W 57TH STREET
STREET 2: SUITE 2223
CITY: NEW YORK
STATE: NY
ZIP: 10107
BUSINESS PHONE: 646-565-3861
MAIL ADDRESS:
STREET 1: 250 W 57TH STREET
STREET 2: SUITE 2223
CITY: NEW YORK
STATE: NY
ZIP: 10107
FORMER COMPANY:
FORMER CONFORMED NAME: Andina II Holdco Corp.
DATE OF NAME CHANGE: 20171103
8-K
1
form8-k.htm
(Exact
Name of Registrant as Specified in its Charter)
Delaware
001-38424
82-4183498
(State
or Other Jurisdiction
of
Incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
4042
Park Oaks Blvd., Suite 350, Tampa, Florida
33610
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
telephone number, including area code
(813)246-4999
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
stock
LAZY
Nasdaq
Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02
Results
of Operations and Financial Condition.
On
March 10, 2022, Lazydays Holdings, Inc. (“Lazydays” or the “Company”) issued a press release announcing its financial
results for the fourth quarter and fiscal year ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The
information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under
that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cover
Page Interactive Data File (formatted as 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.
March
10, 2022
By:
/s/
Robert DeVincenci
Date
Robert
DeVincenci
Interim
Chief Executive Officer
EX-99.1
2
ex99-1.htm
Exhibit 99.1
News Contact:
+1 (813) 204-4099
investors@lazydays.com
Lazydays Holdings, Inc. Reports Fourth Quarter
and Fiscal Year 2021 Financial Results
Tampa, FL (March 10, 2022) – Lazydays
Holdings, Inc. (“Lazydays” or the “Company”) (NasdaqCM: LAZY) announced financial results for the fourth
quarter and fiscal year ended December 31, 2021 and commented on how business and key initiatives were progressing in the first quarter
of 2022.
Fourth Quarter Financial Results and Highlights:
●
Revenues for the fourth quarter were $322.5 million; up $126.0 million, or 64.1%, versus 2020. Revenue from sales of recreational vehicles (“RVs”) was $291.0 million for the fourth quarter, up $114.4 million, or 64.8%. RV unit sales excluding wholesale units were 3,211 for the fourth quarter, up 1,082 units, or 50.8% versus 2020. New and preowned RV sales revenues were $174.7 million and $116.3 million for the quarter, up 48.8% and 96.6%, respectively. Revenues for the fourth quarter included the positive impact of the Elkhart and Chicagoland, Indiana locations acquired in October and December 2020, respectively; the Maryville, Tennessee dealership acquired in March 2021; and the Portland, Oregon; Vancouver, Washington; and Milwaukee, Wisconsin dealerships acquired in August 2021; as well as the Nashville, Tennessee greenfield location which opened in January, 2021.
●
Gross profit, excluding last-in-first-out (“LIFO”) adjustments, was $87.6 million, up $42.0 million versus 2020. Gross margin excluding LIFO adjustments increased between the two periods, from 23.2% in 2020 to 27.2% in 2021. This margin increase was driven by growth in all lines of business. Gross profit for the quarter including LIFO adjustments was $84.2 million; up $40.0 million, or 90.4%, versus 2020. This gross profit comparison was reduced by $2.0 million reflecting a net difference in LIFO adjustments between the two periods.
●
Excluding transaction costs, stock-based compensation, and depreciation and amortization, selling, general and administrative expense (“SG&A”) for the fourth quarter was $53.7 million, up $24.0 million compared to the prior year. The increase in SG&A expenses was related to overhead associated with the new Lazydays locations mentioned above and as well as increased performance wages across the business as a result of the increased unit sales and profitability for the quarter. Stock-based compensation decreased $0.4 million, and depreciation and amortization increased $0.9 million compared to the prior year.
●
Fourth quarter Net Income was $16.9 million, up $14.7 million compared to the same period 2020.
●
Adjusted EBITDA, a non-GAAP financial measure, was $34.3 million for the fourth quarter, up $18.8 million, or 121.0% compared to 2020. This was primarily driven by the growth in all lines of business, and improved RV sales margins.
●
As of December 31, 2021, cash was $98.1 million, up $31.1 million from September 30, 2021. The increase in cash includes the impact of cash received from the exercise of options of $22.3 million and proceeds from financing liabilities of $14.2 million, offset by cash used for the stock repurchase of $12.0 million.
2021 Fiscal Year Financial Results and
Highlights:
●
Revenues for the fiscal year 2021 were $1.2 billion; up $417.9 million, or 51.1%, versus 2020, which included the positive impact of the seven new Lazydays locations described above, plus the Mesa, Arizona dealership acquired in May 2020. Revenue from sales of recreational vehicles was $1.1 billion for the year, up $382 million, or 52.3%. RV unit sales excluding wholesale units were 14,270 for the year, up 4,250 units, or 42.4%, versus 2020.
●
Gross profit, excluding LIFO adjustments, was $329.6 million, up $150.7 million, or 84.2%, versus 2020. Gross margin excluding LIFO adjustments increased between the two years, from 21.9% in 2020 to 26.7% in 2021. The margin increase was attributable to growth across all lines of business. Gross profit for the year including LIFO adjustments was $324.8 million; up $145.8 million, or 81.5%, versus 2020. This gross profit improvement was impacted by a $4.9 million net difference in LIFO adjustments between the two periods.
●
Excluding transaction costs,
stock-based compensation, and depreciation and amortization, SG&A for the year was $183.8 million, up $66.1 million compared
to the prior year driven by overhead associated with the eight additional locations added in 2020 and 2021 and increased performance
wages as a result of the increased unit sales and revenues for the year ended December 31, 2021. Stock-based compensation decreased
$0.8 million and depreciation and amortization increased $3.1 million compared to the prior year.
●
2021 annual Net Income was $82.0 million, up $67.4 million compared to the same period 2020.
●
Adjusted EBITDA, a non-GAAP financial measure, was $144.9 million for the year, up $86.0 million, or 145.8%, compared to 2020. This was primarily driven by increased units sold and gross profit, paired with management of our SG&A costs. Adjusted EBITDA Margin as a percentage of revenue increased to 11.7% for the year, compared to 7.2% in 2020.
●
As of December 31, 2021,
cash was $98.1 million, up $34.6 million from December 31, 2020. The increase in cash was primarily driven by proceeds from financing
liabilities of $26.2 million, proceeds from the exercise of warrants of $11.6 million, and proceeds from the exercise of stock options
of $30.7 million; offset by cash used in the stock repurchase of $12.0 million. The change in cash also includes the impact
of cash used to invest in growth initiatives including three acquisitions and the payment of accrued dividends on the Series A preferred
stock of approximately $4.8 million.
2022 First Quarter Update and Highlights:
●
RV shipments from OEMs have continued to improve, with towables approaching desired stock levels. Inventories for higher-end towables, fifth wheels, and motorized units are improving, but remain below historical and desired levels with continued strong consumer demand.
●
The Company continues to experience strong consumer demand with margins consistent with the fourth quarter of 2021.
●
With the improved availability of product, the company commenced operations in its new Monticello, Minnesota RV sales center in March, 2022. This is the Company’s second location in Minnesota.
Lazydays currently operates a total of sixteen dealerships
across the United States: Arizona (2), Colorado (2), Florida (2), Indiana (2), Minnesota (2), Oregon (1), Tennessee (3), Washington (1)
and Wisconsin (1); and operates a dedicated Service Center location near Houston, Texas.
Conference Call Information:
The Company has scheduled a conference call at 10:00AM
Eastern Time on March 10, 2022 that will also be broadcast live over the internet. The call can be accessed as follows:
Via online registration at: http://events.q4inc.com/attendee/509065053
or
phone registration: (888) 440-6203 or (289) 815-3589
Conference ID 1488544; also via webcast by clicking the link.
A live audio webcast of the conference call will be
available online at
https://www.lazydays.com/investor-relations.
A telephonic replay of the conference call will be
available until March 17, 2022 and may be accessed by calling 1-800-770-2030 or 1-647-362-9199 with a conference ID number of 1488544.
The webcast will be archived in the Investor Relations section of the Company’s website.
ABOUT LAZYDAYS RV
As an iconic brand in the RV industry, Lazydays,
The RV Authority, consistently provides the best RV sales, service, and ownership experience, which is why RVers and their families become
Customers for Life. Lazydays continues to add locations at a rapid pace as it executes its geographic expansion strategy that
includes both acquisitions and greenfields.
Since 1976, Lazydays RV has built a reputation for
providing an outstanding customer experience with exceptional service excellence and unparalleled product expertise, along with being
a preferred place to rest and recharge with other RVers. By offering the largest selection of RV brands from the nation’s leading
manufacturers, state-of-the-art service facilities, and thousands of accessories and hard-to-find parts, Lazydays RV provides everything
RVers need and want.
Lazydays Holdings, Inc. is a publicly listed company
on the Nasdaq stock exchange under the ticker “LAZY.”
Forward-Looking Statements
This news release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking
statements describe Lazydays future plans, projections, strategies and expectations, including statements regarding Lazydays’ expectations
for future operating results, its expectations regarding the impact of its acquisitions of recently acquired dealerships in Maryville,
Tennessee, Portland, Oregon, Vancouver, Washington and Milwaukee, Wisconsin and are based on assumptions and involve a number of risks
and uncertainties, many of which are beyond the control of Lazydays. Actual results could differ materially from those projected due to
various factors, including the impact of the conflict between Russia and Ukraine, including from current and future sanctions imposed
by governments or other authorities, economic conditions generally (including increases in fuel costs), conditions in the credit markets
and changes in interest rates, conditions in the capital markets, the continuing impact of the coronavirus pandemic (COVID-19), other
factors described from time to time in Lazydays’ public announcements and SEC reports and filings, which are available at www.sec.gov
and other factors that Lazydays may not have currently identified or quantified. Forward-looking statements contained in this news release
speak only as of the date of this news release, and Lazydays undertakes no obligation to update these forward-looking statements to reflect
subsequent events or circumstances, unless otherwise required by law.
Disclaimer
Information in this news release is not an offer to
sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The results in this press release should not be read
as an indication of the Company’s future financial position or results of operations.
Results of Operations for the Fourth Quarter (Unaudited)
and Year Ended 2021 and 2020
LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands except for share and
per share data)
For the three months ended
For the years ended
December 31, 2021
December 31, 2020
December 31, 2021
December 31, 2020
Revenues
New and pre-owned vehicles
$
291,046
$
176,627
$
1,111,921
$
729,872
Other
31,490
19,945
123,127
87,238
Total revenue
322,536
196,572
1,235,048
817,110
Cost of revenues (excluding depreciation and amortization expense)
New and pre-owned vehicles
227,942
145,950
878,503
616,047
Adjustments to LIFO reserve
3,402
1,388
4,811
(93
)
Other
7,007
5,020
26,954
22,174
Total cost of revenues (excluding depreciation and amortization)
238,351
152,358
910,268
638,128
Gross profit (excluding depreciation and amortization)
84,185
44,214
324,780
178,982
Transaction costs
216
401
1,744
935
Depreciation and amortization expense
4,135
3,194
14,411
11,262
Stock-based compensation expense
(65
)
327
750
1,566
Selling, general, and administrative expenses
53,672
29,697
183,781
117,688
Income from operations
26,227
10,595
124,094
47,531
Other income/expenses
PPP loan forgiveness
-
-
6,626
-
Interest expense
(2,767
)
(1,785
)
(8,500
)
(8,047
)
Change in fair value of warrant liabilities
(621
)
(4,249
)
(11,711
)
(14,494
)
Inducement loss on warrant conversion
-
-
(246
)
-
Total other expense
(3,388
)
(6,034
)
(13,831
)
(22,541
)
Income before income tax expense
22,839
4,561
110,263
24,990
Income tax expense
(5,943
)
(2,344
)
(28,242
)
(10,364
)
Net income
$
16,896
$
2,217
$
82,021
$
14,626
Balance Sheets as of December 31, 2021 and December
31, 2020
LAZYDAYS
HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(Dollar
amounts in thousands except for share and per share data)
As
of
As
of
December
31, 2021
December
31, 2020
(Restated)
ASSETS
Current assets
Cash
$
98,120
$
63,512
Receivables,
net of allowance for doubtful accounts of $456 and $659 at December 31, 2021 and December 31, 2020, respectively
30,604
19,464
Inventories
242,906
116,267
Income
tax receivable
1,302
1,898
Prepaid
expenses and other
2,703
2,740
Total
current assets
375,635
203,881
Property and equipment, net
120,748
106,320
Operating lease assets
32,004
15,472
Goodwill
80,318
45,095
Intangible assets, net
87,800
72,757
Other
assets
1,623
473
Total
assets
$
698,128
$
443,998
LAZYDAYS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, CONTINUED
(Dollar amounts in thousands except for share and
per share data)
As of
As of
December 31, 2021
December 31, 2020
(Restated)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities
$
58,999
$
38,781
Dividends payable
1,210
1,210
Floor plan notes payable, net of debt discount
192,220
105,399
Financing liability, current portion
1,970
1,462
Long-term debt, current portion
5,510
24,161
Operating lease liability, current portion
6,441
3,164
Total current liabilities
266,350
174,177
Long term liabilities
Financing liability, non-current portion, net of debt discount
102,466
78,634
Long term debt, non-current portion, net of debt discount
13,684
8,445
Operating lease liability, non-current portion
25,563
12,056
Deferred income tax liability
13,663
15,091
Warrant liabilities
15,293
15,096
Total liabilities
437,019
303,499
Commitments and Contingencies
Series A Convertible Preferred Stock; 600,000 shares, designated, issued, and outstanding as of
December 31, 2021 and December 31, 2020; liquidation preference of $60,000 as of December 31, 2021 and December 31, 2020, respectively
54,983
54,983
Stockholders’ Equity
Preferred Stock, $0.0001 par value; 5,000,000 shares authorized;
-
-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 13,694,417 and 9,656,041 shares issued
and 12,987,105 and 9,514,742 outstanding at December 31, 2021 and December 31, 2020, respectively
-
-
Additional paid-in capital
121,831
71,226
Treasury Stock, at cost, 707,312 and 141,299 shares at December 31, 2021 and December 31, 2020, respectively
(12,515
)
(499
)
Retained earnings
96,810
14,789
Total stockholders’ equity
206,126
85,516
Total liabilities and stockholders’ equity
$
698,128
$
443,998
Non-GAAP Financial Measures
Adjusted EBITDA. Adjusted EBITDA is a not a U.S. Generally
Accepted Accounting Principle (“GAAP”) financial measure, but it is one of the primary non-GAAP measures management uses to
evaluate the financial performance of the business. Adjusted EBITDA is also frequently used by analysts, investors, and other interested
parties to evaluate companies in the recreational vehicle industry. The Company uses Adjusted EBITDA and Adjusted EBITDA Margin to supplement
GAAP measures of performance as follows:
●
as
a measurement of operating performance to assist in comparing the operating performance of the Company’s business on a consistent
basis, and remove the impact of items not directly resulting from the Company’s core operations;
●
for planning purposes, including the preparation of the Company’s internal annual operating budget and financial projections;
●
to
evaluate the performance and effectiveness of the Company’s operational strategies; and
●
to evaluate the Company’s capacity to fund capital expenditures and expand the business.
The Company believes Adjusted EBITDA can provide a
more complete understanding of the underlying operating results and trends and an enhanced overall understanding of financial performance
and prospects for the future. The Company defines Adjusted EBITDA as net income excluding depreciation and amortization of property and
equipment, non-floor plan interest expense, amortization of intangible assets, income tax expense, stock-based compensation, transaction
costs and other supplemental adjustments which for the periods presented includes LIFO adjustments, severance costs and other one-time
charges, and gain or loss on sale of property and equipment. The Company believes Adjusted EBITDA, when considered along with other performance
measures, is a useful measure as it reflects certain operating drivers of the business, such as sales growth, operating costs, selling
and administrative expense and other operating income and expense.
Adjusted EBITDA is not intended to be a measure of
liquidity or cash flows from operations, or a measure comparable to net income as it does not take into account certain requirements such
as non-recurring gains and losses which are not deemed to be a normal part of the underlying business activities. The Company’s
measure of Adjusted EBITDA is not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.
The Company compensates for these limitations by using Adjusted EBITDA as only one of several measures for evaluating business performance.
In addition, capital expenditures, which impact depreciation and amortization, interest expense, and income tax expense, are reviewed
separately by management.
A reconciliation of net income to EBITDA and Adjusted
EBITDA for the periods presented follows:
For the three months ended
For the years ended
December 31, 2021
December 31, 2020
December 31, 2021
December 31, 2020
EBITDA
Net income
$
16,896
$
2,218
$
82,021
$
14,626
Interest expense, net*
2,767
1,785
8,500
8,047
Depreciation and amortization of property and equipment
2,318
1,757
8,386
6,682
Amortization of intangible assets
1,817
1,437
6,025
4,580
Income tax expense
5,943
2,344
28,242
10,364
Subtotal EBITDA
29,741
9,541
133,174
44,299
Floor plan interest
(655
)
(367
)
(1,852
)
(2,255
)
LIFO adjustment
3,402
1,388
4,811
(93
)
Transaction costs
216
401
1,744
935
PPP loan forgiveness
-
-
(6,626
)
-
(Gain) loss on sale of property and equipment
(20
)
(1
)
(156
)
7
Change in fair value of warrant liabilities
621
4,249
11,711
14,494
Inducement loss on warrant conversion
-
-
246
-
Acquisition inventory valuation adjustments
1,107
-
1,107
-
Stock-based compensation
(65
)
327
750
1,566
Adjusted EBITDA
$
34,347
$
15,538
$
144,909
$
58,953
* Interest expense includes $1,623 and $1,268 relating
to finance lease payments for the three months ended December 31, 2021 and 2020, respectively. Interest expense includes $5,520 and $4,813
relating to finance lease payments for the year ended December 31, 2021 and 2020, respectively. Operating lease payments are included
as rent expense and included as a reduction in net income.
For the three months ended
For the years ended
December 31, 2021
December 31, 2020
December 31, 2021
December 31, 2020
EBITDA margin
Net income margin
5.2
%
1.1
%
6.6
%
1.8
%
Interest expense, net
0.9
%
0.9
%
0.7
%
1.0
%
Depreciation and amortization of property and equipment
0.7
%
0.9
%
0.7
%
0.8
%
Amortization of intangible assets
0.6
%
0.7
%
0.5
%
0.6
%
Income tax expense
1.8
%
1.2
%
2.3
%
1.3
%
Subtotal EBITDA margin
9.2
%
4.9
%
10.8
%
5.4
%
Floor plan interest
-0.2
%
-0.2
%
-0.1
%
-0.3
%
LIFO adjustment
1.1
%
0.7
%
0.4
%
0.0
%
Transaction costs
0.1
%
0.2
%
0.1
%
0.1
%
PPP loan forgiveness
0.0
%
0.0
%
-0.5
%
0.0
%
Loss on sale of property and equipment
0.0
%
0.0
%
0.0
%
0.0
%
Change in fair value of warrant liabilities
0.2
%
2.2
%
0.9
%
1.8
%
Inducement loss on warrant conversion
0.0
%
0.0
%
0.0
%
0.0
%
Acquisition inventory valuation adjustments
0.3
%
0.0
%
0.1
%
0.0
%
Stock-based compensation
0.0
%
0.2
%
0.1
%
0.2
%
Adjusted EBITDA Margin
10.6
%
7.9
%
11.7
%
7.2
%
Note: Figures in the table may not recalculate exactly
due to rounding.
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.