EX-99.2 4 ex99-2.htm

 

Exhibit 99.2

 

Contents

 

Financial statements  
   
Combined balance sheet 1
   
Combined statement of income 2
   
Combined statement of changes in shareholders’ equity 3
   
Combined statement of cash flows 4
   
Notes to combined financial statements 5-12

 

 

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Unaudited Combined Balance Sheet

June 30, 2021

 

 

Assets     
      
Current assets:     
Cash and cash equivalents  $17,995,997 
Contracts in transit   1,335,110 
Accounts receivable   766,996 
Inventories   10,762,438 
Prepaid expenses and other assets   788,861 
Total current assets   31,649,402 
      
Property and equipment, net   880,744 
      
Total assets  $32,530,146 
      
Liabilities and Shareholders’ Equity     
      
Current liabilities:     
Accounts payable  $1,841,912 
Floorplan debt   8,509,812 
Other liabilities   2,275,786 
Total current liabilities   12,627,510 
      
Total liabilities   12,627,510 
      
Commitments and contingencies (Note 7)     
      
Shareholders’ equity:     
Common stock, no par value, 50,000 shares authorized, issued and outstanding   300,000 
Common stock, no par value, 100,000 shares authorized, issued and outstanding   - 
Notes receivable from related party   (3,302,451)
Retained earnings   22,905,087 
Total shareholders’ equity   19,902,636 
      
Total liabilities and shareholders’ equity  $32,530,146 

 

See notes to combined financial statements.

 

1

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Unaudited Combined Statements of Income

Six Months Ended June 30, 2021

 

 

Sales  $77,414,977 
Cost of sales   53,495,970 
Gross profit   23,919,007 
      
General and administrative expenses   12,779,201 
      
Operating income   11,139,806 
      
Other income (expense):     
Paycheck Protection Plan loans forgiveness and other income   1,420,169 
Interest expense   (191,471)
Interest income   80,329 
Total other income, net   1,309,027 
      
Net income  $12,448,833 

 

See notes to combined financial statements.

 

2

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Unaudited Combined Statement of Changes in Shareholders’ Equity

Six Months Ended June 30, 2021

 

 

               BYRV, Inc.     
               Notes     
               Receivable     
   Common Stock   Retained Earnings   From
Related Party
   Total 
       BYRV             
   BYRV, Inc.   Washington, Inc.             
Balance, beginning                                    
December 31, 2020  $300,000   $-   $12,167,124   $(3,211,066)  $9,256,058 
Net income             12,448,833    -    12,448,833 
Shareholder distributions   -         (1,710,870)   -    (1,710,870)
Net increase in note receivable with related party   -    -    -    (91,385)   (91,385)
                          
Balances, June 30, 2021  $300,000   $-   $22,905,087   $(3,302,451)  $19,902,636 

 

See notes to combined financial statements.

 

3

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Unaudited Combined Statement of Cash Flows

Six Months Ended June 30, 2021

 

 

Cash flows from operating activities:     
Net income  $12,448,833 
Adjustments to reconcile net income to net cash from operating activities:     
Depreciation and amortization   82,484 
Change in inventories LIFO reserve   (109,409)
Forgiveness from Paycheck Protection Plan loans   (1,370,405)
Changes in operating assets and liabilities:     
Contracts in transit   (532,317)
Accounts receivable   (45,149)
Other prepaid expenses   (132,515)
Inventories   4,420,789 
Accounts payable   375,584 
Related-party accounts payable   (78,825)
Other liabilities   12,049 
Net cash provided by operating activities   15,071,119 
      
Cash flows from investing activities:     
Advances to related party advances   (91,385)
Purchase of equipment   (128,702)
Net cash used in investing activities   (220,087)
      
Cash flows from financing activities:     
Payments on floorplan debt, net   (5,415,576)
Shareholder distributions   (1,710,870)
Net cash used in financing activities   (7,126,446)
      
Net change in cash and cash equivalents   7,724,586 
      
Cash and cash equivalents:     
Beginning of period   10,271,411 
      
End of period  $17,995,997 
      
Supplemental disclosure of cash flow information:     
Cash paid for interest  $220,420 

 

See notes to combined financial statements.

 

4

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Notes to Combined Financial Statements

 

Note 1. Nature of Operations and Significant Accounting Policies

 

Nature of operations: BYRV Inc. (“BYRV’) and BYRV Washington, Inc. dba B. Young RV (“BYRV Washington” together with BYRV, the “Company”) are incorporated in the states of Montana and Washington, respectively. The Company’s principal activities include the sale and servicing of new and used RVs, parts and accessories. The Company primarily operates in the western United States and maintains headquarters in Portland, Oregon and Woodland, Washington. The Woodland, Washington dealership was opened in January 2020.

 

Basis of presentation: These combined financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which are contained in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC).

 

Principles of combination: The accompanying combined financial statements include the accounts of the above-named businesses. All material related party balances and transactions between these businesses have been eliminated in combination.

 

A summary of the Company’s significant accounting policies follows:

 

Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used, among other things, for accounting for depreciation, chargeback liability, allowance for doubtful accounts and valuation of inventories. Actual results could differ from those estimates.

 

Cash and cash equivalents: The Company considers cash and short-term investments with original maturities of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. The Company has entered into an offset agreement related to one bank account through which any amounts remaining in interest in the deposit account is swept out to reduce floorplan interest.

 

Contracts in transit: Contracts in transit relate to amounts due from various lenders for the financing of vehicles sold and are typically received within five days of selling a vehicle.

 

Accounts receivable: Accounts receivable consist of receivables from customers and are recorded when invoices are issued. The Company considers receivables past due 30 days after the invoice date for RV sales. Accounts receivable are considered current and fully collectible and are included in the current asset section of the accompanying combined balance sheet. Since all receivables are considered collectible, no allowance for bad debts has been recorded.

 

Inventories: Inventories consist of the following:

 

New and used vehicles  $10,519,137 
Parts   1,417,284 
LIFO Reserve   (1,173,983)
Total Inventory  $10,762,438 

 

With the exception of new RV inventory, inventories is carried at lower of cost or net realizable value, on a First In, First Out (FIFO) basis.

 

The Company’s new RV inventory is carried at Last In, First Out (LIFO) cost method of valuation. The effect of the LIFO reserve was to decrease inventories by $1,173,983 as of June 30, 2021.

 

5

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Notes to Combined Financial Statements

 

Note 1. Nature of Operations and Significant Accounting Policies (Continued)

 

The Company considers the need for parts inventory reserve based on inventory movement and aging, as applicable. At June 30, 2021, no reserve was recorded by the Company.

 

Property and equipment: Property and equipment are stated at cost and are depreciated using the straight-line method over the assets estimated useful life. Leasehold improvements are amortized over the lesser of the related lease term or the estimated useful lives of the assets. Property and equipment consist of the following:

 

       Years 
Leasehold improvements  $230,966    15 
Equipment   858,666    5-7 
Other   384,622    5-7 
Land   19,278      
    1,493,532      
Less accumulated depreciation   (612,788)     
Total property and equipment, net  $880,744      

 

Depreciation and amortization expense was $82,484 for the six months ended June 30, 2021. Maintenance and repairs are charged to operations when incurred.

 

Property and equipment are reported at the lower of the carrying amount or fair value less costs to sell.

 

Long-lived asset impairment: The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Based on management’s review, there were no indicators of impairment present as of June 30, 2021, and no impairment loss was recorded.

 

Income taxes: For income tax purposes, the Companies are qualified for pass through of income to shareholders under the income tax provisions of Subchapter S of the Internal Revenue Code. Accordingly, no provision for income taxes as been made in these combined financial statements. Distributions to shareholders are provided to cover personal income taxes.

 

The Company accounts for uncertain tax positions as required by U.S. GAAP. This guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the combined financial statements. Authoritative guidance related to accounting for uncertainty in income taxes requires a company to recognize in its financial statements the best estimate of the impact of a tax position by determining if the weight of the available evidence indicates that it is more likely than not, based solely on the technical merits, that the position will be sustained upon examination, including resolution of any related appeals and litigation processes. The Company does not have any entity level uncertain tax positions in connection with these combined financial statements.

 

6

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Notes to Combined Financial Statements

 

Note 1. Nature of Operations and Significant Accounting Policies (Continued)

 

Risks and uncertainties: In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a global pandemic. The related adverse public health developments, including orders to shelter in place, travel restrictions and mandated business closures, have adversely affected workforces, organizations, their customers, economies and financial markets globally, leading to increased market volatility and disruptions in normal business operations, including the Company’s operations. The Company’s operations depend on the continued health and productivity of employees at each dealership and headquarters locations throughout the COVID-19 pandemic. The extent to which the COVID-19 pandemic ultimately impacts the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the COVID-19 pandemic, the efficacy and availability of vaccines, and further actions that may be taken by individuals, businesses and federal, state and local governments in response. The Company will continue to monitor the situation closely, but given the uncertainty surrounding the situation, cannot estimate the impact to the future combined financial statements.

 

Revenue recognition: Revenue on RV sales, and associated parts sales, is recognized upon delivery of products and passage of title. Service revenue is generally recognized at the time services are provided. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments, are provided for in the same period the related sales are recorded.

 

The following describes the Company’s major product lines, which represent the disaggregation of the Company’s revenues to transactions that are similar in nature, amount, timing, uncertainties and economic factors.

 

New and used vehicle: In a retail vehicle sale, customers often trade in their current vehicle. Revenue from the retail sale of a vehicle is recognized at a point in time, as all performance obligations are satisfied when a contract is signed by the customer, financing has been arranged or collectability is probable and the control of the vehicle is transferred to the customer. The transaction price for a retail vehicle sale is specified in the contract with the customer and includes all cash and non-cash consideration.

 

The trade-in is measured at its stand-alone selling price in the contract, utilizing various third-party pricing sources. There are no other noncash forms of consideration related to retail sales. All vehicle rebates are applied to the vehicle purchase price at the time of the sale and are therefore incorporated into the price of the contract at the time of the exchange. The Company does not allow the return of new or used vehicles, except where mandated by state law.

 

Parts and service: Each repair and maintenance service is a single performance obligation that includes both the parts and labor associated with the service. Payment for service work is typically due upon completion of the service, which is generally completed within a short period of time from contract inception. The transaction price for repair and maintenance services is based on the parts used, the number of labor hours applied and standardized hourly labor rates. Revenue from service, body and parts sales is recognized upon the transfer of control of the parts or service to the customer.

 

The transaction price for wholesale and retail counter parts sales is determined at the time of sale based on the quantity and price of each product purchased. Payment is due at time of sale. Delivery methods of wholesale and retail counter parts vary; however, the Company generally considers control of wholesale and retail counter parts to transfer when the products are shipped, which typically occurs the same day as or within a few days of the sale.

 

7

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Notes to Combined Financial Statements

 

Note 1. Nature of Operations and Significant Accounting Policies (Continued)

 

Finance and insurance: The Company sells and receives a commission on the following types of finance and insurance products: extended service contracts, maintenance programs, guaranteed asset protection, “tire and wheel” protection, among others. The Company offers products that are sold and administered by independent third parties, including the vehicle manufacturers’ captive finance subsidiaries.

 

Pursuant to the Company’s arrangements with these third-party providers, the Company sells the products on a commission basis. The Company’s performance obligation is to arrange for the provision of goods or services by another party. The performance obligation is satisfied when this arrangement is made, which is when the finance and insurance product is delivered to the end-customer, generally at the time of the vehicle sale. As agent, the Company recognizes revenue in the amount of any fee or commission to which the Company expects to be entitled, which is the net amount of consideration that the Company retains after paying the third-party provider the consideration received in exchange for the goods or services to be fulfilled by that party.

 

The Company may be charged back for commissions related to finance and insurance products in the event of early termination, default or prepayment of the contracts by end-customers (chargebacks). An estimated refund liability for chargebacks against the revenue recognized from sales of finance and insurance products is recorded in the period in which the related revenue is recognized and is based primarily on historical chargeback experience. At June 30, 2021, the chargeback liability was $0.

 

For the six-months ended June 30, 2021, the Company’s revenue streams are as follows:

 

New and used vehicles  $65,968,913 
Parts and service   5,999,544 
Finance and insurance   5,446,520 
Total revenue  $77,414,977 

 

Advertising: Advertising costs are charged to expense when incurred. The Company incurred $204,678 in advertising costs during the six-month period ended June 30, 2021.

 

Recently issued accounting pronouncements: In February 2016, FASB issued Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, Elements of Financial Statements, and, therefore, recognition of those lease assets and lease liabilities represents an improvement over previous U.S. GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. The effective date of ASU 2016-02 was deferred by ASU 2020-05, Revenue from Contracts with Customers (Topic 505) and Leases (Topic 842): Effective Dates for Certain Entities, to annual periods beginning after December 15, 2021. The Company is currently evaluating the impact of the pending adoption of the new standard on the combined financial statements.

 

8

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Notes to Combined Financial Statements

 

Note 1. Nature of Operations and Significant Accounting Policies (Continued)

 

In March 2020, the FASB issued ASU 2020-04, (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, (ASU 2020-04), to provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (LIBOR), or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 was subject to election as of March 20, 2020, and can be elected for both interim and annual periods through December 31, 2022. The Company is currently evaluating the impact of the pending adoption of the new standard. The adoption of ASU 2020-04 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

Accounting for variable interest entities (VIEs): BYMB Holdings LLC, Young Bretz Investments, Ltd., and BYMB Washington Properties LLC represent related entities that are under common control with the Company. Transactions between the Company and these related parties under common control are disclosed in Note 3. The Company performs an ongoing assessment of whether entities under common control meet criteria for consolidation under ASC 810, Consolidation. The Company concluded that it is not the primary beneficiary of these entities because the Company does not have the power to direct the activities that most significantly affect the VIE’s economic performance. As such, these entities that are under common control are unconsolidated VIEs. The Company provides no explicit or implicit financial or other support to BYMB Holdings LLC, Young Bretz Investments, Ltd. or BYMB Washington Properties LLC, other than discussed in Note 3 and Note 7. The Company believes its maximum exposure is limited to the amounts indicated as related party on the combined balance sheet.

 

Fair value measurements: Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. There is a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or a liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

 

The three levels in the valuation hierarchy are as follows:

 

Level 1:   Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date.
     
Level 2:   Inputs to the valuation methodology include quoted prices in markets that are not active or quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
     
Level 3:   Inputs to the valuation methodology that are unobservable, reflecting the entity’s own assumptions about information market participants would use in pricing the asset or liability.

 

The Company measures the fair value for all financial and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the combined financial statements on a recurring or nonrecurring basis, respectively, and include nonfinancial long-lived assets (such as property and equipment) measured at fair value for impairment assessment.

 

9

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Notes to Combined Financial Statements

 

Note 1. Nature of Operations and Significant Accounting Policies (Continued)

 

The nonfinancial assets and liabilities are recognized at fair value subsequent to initial recognition when they are deemed to be other-than-temporarily impaired. There were no material non-financial assets and liabilities deemed other-than-temporarily impaired and measured at fair value on a nonrecurring basis at or during the six months ended June 30, 2021.

 

The carrying amount of cash, cash equivalents, contracts in transit, accounts receivables, accounts payable and related party accounts payable approximate their fair values because of the short-term maturities of these financial instruments.

 

Subsequent events: Subsequent events are events or transactions that occur after the combined balance sheet date, but before the combined financial statements are available to be issued. The Company recognizes in the combined financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the combined balance sheet, including estimates inherent in the process of preparing the combined financial statements.

 

The Company’s combined financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the combined balance sheet, but arose after the combined balance sheet date and before combined financial statements were available to be issued.

 

On August 3, 2021, the Company was acquired by Lazydays Holdings, Inc. The purchase price for the transaction consists of the following: (a) a cash payment, subject to a working capital adjustment and an inventory adjustment and (b) the assumption of the Company’s floorplan debt.

 

Management has evaluated subsequent events through October 18, 2021, the date which the combined financial statements were available to be issued.

 

Note 2. Concentrations

 

Suppliers: The Company is required by contractual agreements to purchase new vehicles and parts inventories from certain manufacturers at the prevailing prices charged by such manufacturers to all franchised dealers.

 

Geographic area of operations: Operations of the Company are concentrated primarily in the areas of Portland, Oregon and Southeast Washington state. Accordingly, the Company’s operating results are dependent, in part, on the economic conditions of these geographic areas.

 

Credit risk: The Company maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk associated with its cash and cash equivalents.

 

Credit risk – contracts in transit: Contracts in transit are receivables from various lenders for the financing of vehicles that the Company has arranged on behalf of the customer and are typically received within five days of selling a vehicle. The Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk associated with its contracts in transit.

 

10

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Notes to Combined Financial Statements

 

Note 2. Concentrations (Continued)

 

Credit risk – accounts receivable: Customer accounts receivable, which are due from individuals and businesses, result primarily from vehicle, service, part sales and warranty programs. For vehicle sales, the Company typically holds the vehicle title up to the maximum time allowed by state law as security for the related receivable. In the event the Company has not collected the accounts receivable when the vehicle is registered to the customer, the Company may file a lien as management deems necessary. Since all receivables are considered collectible, no allowance for bad debts has been recorded.

 

Interest rate risk: Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its fixed and floating interest rate financial instruments.

 

Note 3. Related-Party Transactions

 

The Company has a lease with BYMB Holdings, LLC for its Oregon business site. The agreement requires monthly rent payments and expires June 2021. The Company has a lease with BYMB Washington Properties, LLC for its Washington business site. The agreement requires monthly rent payments and expires January 2025. Bruce Young and Mark Bretz are 80.1% and 19.9% owners of BYMB Holdings, LLC and BYMB Washington Properties, LLC, respectively. Both lease agreements include the option to extend the initial lease term for two consecutive extended terms of five years each.

 

Rent expense for the six months ended June 30, 2021, was $1,063,500, of which $1,000,500 was paid to BYMB Holdings, LLC and BYMB Washington Properties, LLC.

 

The Company has receivables with various entities related through common ownership which are expected to be collected within a year’s time. At June 30, 2021, the Company’s related-party receivables consist:

 

BYMB Washington Properties, LLC  $3,302,451 

 

The related party receivable is uncollateralized, bears no interest, has no stated repayment terms and is classified as a separate reduction of shareholders’ equity.

 

The Company has recognized commission revenue from the sale of warranty contracts with various entities related through common ownership for the six months ended June 30, 2021, of $2,319,731.

 

Note 4. FloorPlan Line of Credit and Finance Agreements

 

The Company finances its inventory of new and used RVs through a floorplan line of credit and bank financing agreement. The primary floorplan line of credit agreement is an agreement the Company entered into with Bank of America. Under this arrangement, the maximum amount available for the Company to borrow is $22,000,000, with interest at the prime or LIBOR rate plus 2.05% for new inventory and 2.55% for used inventory. Under the terms of the credit agreement with the financial institution, the Company must maintain certain financial covenants including achievement of a minimum fixed charge coverage. The floorplan debt is collateralized by the corresponding inventory. Total available borrowings under the agreement at June 30, 2021, is $13,490,188.

 

Principal payments are usually due upon the sale of the inventory. Advance payments can be made by the Company.

 

11

 

 

BYRV, Inc. and BYRV Washington, Inc.

 

Notes to Combined Financial Statements

 

Note 5. Long-Term Debt

 

In response to the COVID-19 outbreak in 2020, the U.S. Federal Government enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act) that, among other economic stimulus measures, established the Paycheck Protection Program (PPP) to provide small business loans. In May 2020, the Company obtained PPP loans aggregating to $1,370,405.

 

On January 1, 2021 and June 11, 2021, the Company was granted forgiveness for their loans for the full amount of $1,370,405.

 

Note 6. Retirement Plan

 

The Company has a defined contribution plan covering all employees. To be eligible, employees must complete 500 hours of service within the six-month time period following their employment commencement date and be at least 18 years of age. The employee contribution is a maximum of the Internal Revenue Service limits of their eligible wages. The employer will make matching contributions equal to 100% of each participant’s elective deferrals, not to exceed 1% of the participants’ compensation, plus 50% of each participants’ elective deferrals in excess of 1%, but not in excess of 6% of participant compensation. During the six months ended June 30, 2021, the Company made $131,233 of contributions to the plan on behalf of participants.

 

Note 7. Commitments and Contingencies

 

Operating leases: The Company has entered into various operating leases for dealerships and headquarter locations.

 

Future minimum annual lease payments under the operating leases as of June 30, 2021, are as follows:

 

   Total 
Years ending December 31,     
2022  $1,440,000 
2023   1,440,000 
2024   1,440,000 
2025   120,000 
Total minimum lease payments  $4,440,000 

 

Guarantees: The Company is a guarantor on the indebtedness of BYMB Holdings, LLC, an entity under common control, to Bank of America in the amount of $2,204,889 at June 30, 2021. The agreement requires monthly principal payments in the amount of $18,222, and charges interest at the LIBOR rate plus 2.5 percentage points. This debt matures in July 2021 and was subsequently extended to July 2025. The agreement requires compliance with certain covenants, such as a basic fixed charge coverage ratio of at least 1.2:1.0 and an inventory trust percentage not less than 20%. BYMB Holdings, LLC is in compliance with all loan covenants at June 30, 2021.

 

The Company is a guarantor on the indebtedness of BYMB Washington Properties, LLC, an entity under common control, to Bank of America in the amount of $9,134,167 at June 30, 2021. The agreement requires monthly principal payments in the amount of $40,417, and charges interest at the LIBOR rate plus 2.6 percentage points. This debt matures in January 2025. The agreement requires compliance with certain covenants with a current ratio of at least 1.30:1.00 and a basic fixed charge coverage ratio of at least 1.30:1.00. BYMB Washington Properties, LLC is in compliance with all loan covenants at June 30, 2021.

 

Note 7. Commitments and Contingencies (Continued)

 

The loan guarantees are in connection with notes issued by BYMB Holdings, LLC and BYMB Washington Properties, LLC that are secured by real estate. Under U.S. GAAP, the Company is required to monitor the conditions subject to these guarantees to identify whether it is probable a loss has occurred and would recognize any such losses under those guarantees when those losses are estimable. As of June 30, 2021, management believes it is unlikely the Company will be required to make payments under this guarantee. Thus, no liability has been accrued for a loss related to the Company’s obligation under these guarantees.

 

Legal: In the normal course of business, the Company is party to claims and matters of litigation. The ultimate outcome of these matters cannot presently be determined; however, in the opinion of management of the Company, the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.

 

12