Current Report Filing (8-k)
May 04 2020 - 4:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 6, 2020
LAZYDAYS
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-38424
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82-4183498
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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6130
Lazy Days Blvd., Seffner, Florida
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33584
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(813)
246-4999
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock
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LAZY
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NASDAQ
Capital Market
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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 [X]
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
1.01
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Entry
into a Material Definitive Agreement.
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The
disclosures set forth in Item 2.03 below are incorporated by reference into this Item 1.01.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On
April 6 and April 16, 2020, Lazydays Holdings, Inc. (“Lazydays” or the “Company”) announced actions it
was taking in response to the economic impact and uncertainty caused by the COVID-19 pandemic to adjust resources and costs to
be in line with reduced demand. These actions included the following:
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●
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Reduction
of its workforce by approximately 25%;
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●
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Senior
management will forgo 25% of their salary;
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●
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Suspension
of 2020 annual pay increases;
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●
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Suspension
of 401k match;
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●
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Delay
of non-critical capital projects;
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Focus
of resources on core sales and service operations;
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●
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Suspension
of dividends and stock buy back distributions;
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●
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April
1 through June 15, 2020 suspension of scheduled floorplan curtailment payments; and
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●
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April
15 through June 15, 2020 suspension of scheduled principal and interest payments on term
and mortgage loans.
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In
response to continued economic uncertainty caused by the COVID-19 pandemic, subsidiaries of Lazydays Holdings, Inc. took the additional
step of applying for loans (“PPP Loans”) under the Paycheck Protection Program of the Coronavirus Aid, Relief, and
Economic Security Act (“CARES Act”) with M&T Bank (the “Lender”).
On
April 28, 2020, certain of the Company’s subsidiaries executed promissory notes (the “Notes”) in favor of the
Lender for PPP Loans in an aggregate amount of $6,831,250. Pursuant to the Notes, such PPP Loans will bear interest at a rate
of 1.0% per year and will mature on April 28, 2022. Commencing on November 28, 2020, monthly payments of principal and interest
will be required in amounts necessary to fully amortize the principal amount by the maturity date.
The
PPP Loans are unsecured and are non-recourse obligations. The Notes provide for customary events of default, and the PPP Loans
may be accelerated upon the occurrence of an event of default.
All
or a portion of the PPP Loans may be forgiven upon application to the Lender for payroll and certain other costs incurred during
the 8-week period beginning on the date each PPP Loan is disbursed, in accordance with the requirements and limitations under
the CARES Act. The amount of the PPP Loan eligible for forgiveness will be reduced if the Company terminates employees or reduces
salaries during the 8-week period. While the Company’s subsidiaries intend to use the entire amount of the PPP Loans for
qualifying expenses, no assurance can be provided that forgiveness of any portion the PPP Loans will be obtained.
Applications
were submitted by other subsidiaries of the Company, which resulted in the execution of a promissory note on April 30, 2020 for
$1,236,040 and on May 4, 2020 for $636,665. The interest rate on the notes is 1.0% per year and the notes mature on April 30,
2022 and May 4, 2022, respectively. Commencing on November 30, 2020 and December 4, 2020, respectively, monthly payments of principal
and interest will be required in amounts necessary to fully amortize the principal amount by the maturity date.
The
foregoing summary is qualified in its entirety by reference to the form of Note, a copy of which is attached hereto as Exhibit
10.1.
Item
9.01
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Financial
Statements and Exhibits.
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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.
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LAZYDAYS
HOLDINGS, INC.
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May
4, 2020
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By:
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/s/
WILLIAM P. MURNANE
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Date
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William
P. Murnane
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Chief
Executive Officer
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Lazydays (PK) (USOTC:LAZYW)
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