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Note 22 - Subsequent Event
6 Months Ended
Jun. 30, 2022
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 22 SUBSEQUENT EVENT 

 

On July 29, 2022, Professional Warranty Services LLC ("PWS Parent"), a subsidiary of the Company entered into an Equity Purchase Agreement (the "Agreement") with PWSC, a majority-owned, indirect subsidiary of the Company, Tyler Gordy, the current president of PWSC ("Gordy") and PCF Insurance Services of the West, LLC ("Buyer"), pursuant to which PWS Parent and Gordy sold PWSC to Buyer. 

 

The purchase price paid by Buyer to PWS Parent and Gordy consisted of $51.2 million in base purchase price, subject to customary adjustments for net working capital and transaction expenses.  To the extent the EBITDA of PWSC (as defined in the Agreement) for the one-year period following the sale transaction exceeds 103% of the EBITDA at the closing of the sale transaction (the "Closing EBITDA"), PWS Parent and Gordy will also be entitled to receive an earn out payment in an amount equal to 5 times the EBITDA in excess of 103% of Closing EBITDA.

 

The Agreement contains customary representations and warranties of PWS Parent, PWSC and Buyer, including, among others, with respect to corporate organization, capitalization, financial statements, title to assets, intellectual property, material agreements and compliance with laws. The representations and warranties of each party set forth in the Agreement were made solely for the benefit of the other parties to the Agreement, and investors are not third-party beneficiaries of the Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Agreement, which may differ from what may be viewed as material by investors; (b) were made only as of the date of the Agreement or such other date as is specified in the Agreement; and (c) may have been included in the Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts.

 

The Agreement also provides for customary indemnification, including with respect to breaches of representations, warranties and covenants.  Buyer has obtained a representation and warranty insurance policy which will be Buyer’s sole recourse for losses related to breaches of representations and warranties by PWS Parent or PWSC in excess of the Indemnity Cap (as defined in the Agreement), subject to customary exceptions.

 

The sale of PWSC represents the disposal of a significant subsidiary of the Company, which had contributions to Extended Warranty service fee and commission revenue of $2.1 million and $2.0 million for the three months ended June 30, 2022 and June 30, 2021, respectively ($4.2 million and $3.9 million for the six months ended June 30, 2022 and June 30, 2021, respectively).  Additionally, PWSC had pre-tax income of $0.4 million and less than $0.1 million for the three months ended June 30, 2022 and June 30, 2021, respectively (pre-tax loss of $0.3 million for the six months ended June 30, 2022 and pre-tax income of $0.3 million for the six months ended   June 30, 2021).  At June 30, 2022, PWSC had Service fee receivables totaling $1.4 million, intangible assets, net of $2.3 million, deferred service fees of $7.5 million and a non-controlling interest of ($0.6) million.