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 Consent of RSM US LLP
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.
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