EX-99.2 3 ea151981ex99-2_lmpauto.htm UNAUDITED FINANCIAL STATEMENTS OF WHITE PLAINS CDJR AS OF SEPTEMBER 30, 2021 AND THE NOTES RELATED THERETO

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Financial Statements (Unaudited)

 

As of September 30, 2021 and December 31, 2020 and for the

three and nine months ended September 30, 2021 and 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table of Contents  
   
Condensed Consolidated Financial Statements (Unaudited)  
   
Condensed Consolidated Balance Sheets 1
   
Condensed Consolidated Statements of Operations 2
   
Condensed Consolidated Statements of Changes in Equity 3
   
Condensed Consolidated Statements of Cash Flows 5
   
Notes to Condensed Consolidated Financial Statements 6

 

i

 

 

Chrysler Jeep of White Plains, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

September 30, 2021 and December 31, 2020

 

   September 30,
2021
   December 31,
2020
 
         
ASSETS        
Current assets:        
Cash and cash equivalents  $8,203,632   $6,933,630 
Contracts in transit   3,016,214    5,404,169 
Receivables, net   712,829    1,337,984 
Inventories, net   6,162,005    14,838,858 
Loaner and rental vehicles, net   -    685,506 
Prepaid expenses   9,240    7,260 
           
Total current assets   18,103,920    29,207,407 
           
Noncurrent assets:          
Property and equipment, net   4,481,922    4,632,755 
Other noncurrent assets   32,201    32,201 
    4,514,123    4,664,956 
           
Total assets  $22,618,043   $33,872,363 
           
LIABILITIES AND EQUITY          
Current liabilities:          
Current portion of long-term debt  $288,192   $285,675 
Notes payable - related party   28,800    28,800 
Current portion of Paycheck Protection Program debt   -    706,668 
Floor plan notes payable - trade   7,198,275    21,401,756 
Accounts payable   659,148    1,227,494 
Accrued expenses   727,798    827,243 
           
Total current liabilities   8,902,213    24,477,636 
           
Paycheck Protection Program debt, less current portion   -    717,354 
Interest rate swap liability   68,118    125,818 
Long-term debt, less current portion   3,691,242    3,906,884 
           
Total liabilities   12,661,573    29,227,692 
           
Equity:          
Common stock, no par value, 200 shares authorized, and outstanding   -    - 
Additional paid-in-capital   2,400,000    2,400,000 
Retained earnings   7,313,852    2,165,226 
Noncontrolling interest in consolidated subsidiary   242,618    79,445 
           
Total equity   9,956,470    4,644,671 
           
Total liabilities and equity  $22,618,043   $33,872,363 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

1

 

 

Chrysler Jeep of White Plains, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

Three Months and Nine Months Ended September 30, 2021 and 2020

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2021   2020   2021   2020 
                 
Sales  $28,593,152   $24,586,323   $79,517,551   $62,928,843 
                     
Cost of sales   25,096,835    22,623,913    71,160,097    58,462,236 
                     
Gross profit from sales   3,496,317    1,962,410    8,357,454    4,466,607 
                     
Financing, insurance, service contract and other income, net   1,467,040    1,039,862    3,798,771    2,597,410 
                     
Gross profit   4,963,357    3,002,272    12,156,225    7,064,017 
Operating expenses:                    
Variable selling   692,767    472,711    1,708,791    1,260,753 
Floor plan interest   33,231    49,316    152,245    296,858 
Advertising   25,184    1,493    (35,410)   176,848 
Personnel   1,501,927    915,576    3,504,245    2,558,787 
Semi-fixed   429,587    504,036    1,325,612    1,523,613 
Fixed   160,352    207,058    638,607    815,012 
    2,843,048    2,150,190    7,294,090    6,631,871 
                     
Income from operations   2,120,309    852,082    4,862,135    432,146 
                     
Non floor plan interest expense   (20,338)   (18,087)   (59,620)   (214,465)
Other income (expense), net   282,991    32,938    318,371    138,353 
Gain on extinguishment of Paycheck Protection Program debt   1,070,112    -    2,494,134    - 
                     
Net income   3,453,074    866,933    7,615,020    356,034 
                     
Net income attributable to noncontrolling interest   100,516    132,013    370,323    125,576 
                     
Net income attributable to controlling interest  $3,352,558   $734,920   $7,244,697   $230,458 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

2

 

 

Chrysler Jeep of White Plains, Inc.

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three Months Ended September 30, 2021 and 2020

 

           Noncontrolling     
   Common       Interest in     
   Stock and   Retained   Consolidated   Total 
   Capital   Earnings   Subsidiary   Equity 
                 
Balance, June 30, 2020  $2,400,000   $2,016,675   $(109,142)  $4,307,533 
                     
Distributions   -    -    (69,217)   (69,217)
                     
Net income   -    734,920    132,013    866,933 
                     
Balance, September 30, 2020  $2,400,000   $2,751,595   $(46,346)  $5,105,249 

 

           Noncontrolling     
   Common       Interest in     
   Stock and   Retained   Consolidated   Total 
   Capital   Earnings   Subsidiary   Equity 
                 
Balance, June 30, 2021  $2,400,000   $3,961,294   $213,125   $6,574,419 
                     
Distributions   -    -    (71,023)   (71,023)
                     
Net income   -    3,352,558    100,516    3,453,074 
                     
Balance, September 30, 2021  $2,400,000   $7,313,852   $242,618   $9,956,470 

  

See accompanying notes to the unaudited condensed consolidated financial statements.

 

3

 

 

Chrysler Jeep of White Plains, Inc.

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Nine Months Ended September 30, 2021 and 2020

 

           Noncontrolling     
   Common       Interest in     
   Stock and   Retained   Consolidated   Total 
   Capital   Earnings   Subsidiary   Equity 
                 
Balance, December 31, 2019  $-   $(1)  $114,805   $114,804 
                     
Distributions   -    -    (286,727)   (286,727)
                     
Net income   -    230,458    125,576    356,034 
                     
Balance, September 30, 2020  $        -   $230,457   $(46,346)  $184,111 

 

           Noncontrolling     
   Common       Interest in     
   Stock and   Retained   Consolidated   Total 
   Capital   Earnings   Subsidiary   Equity 
                 
Balance, December 31, 2020  $2,400,000   $2,165,226   $79,445   $4,644,671 
                     
Distributions   -    (2,096,071)   (207,150)   (2,303,221)
                     
Net income   -    7,244,697    370,323    7,615,020 
                     
Balance, September 30, 2021  $2,400,000   $7,313,852   $242,618   $9,956,470 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

4

 

 

Chrysler Jeep of White Plains, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30, 2021 and 2020

 

   2021   2020 
         
Cash flows from operating activities:        
Net income  $7,615,020   $356,034 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   125,327    143,078 
Gain on extinguishment of Paycheck Protection Program debt   (2,494,134)   - 
Change in fair value of interest rate swap   (57,700)   91,531 
Changes in assets and liabilities:          
Contracts in transit   2,387,955    1,903,067 
Receivables   625,155    413,309 
Inventories   8,704,543    6,884,909 
Loaner and rental vehicles, net   685,506    640,633 
Prepaid expenses and other assets   (1,980)   35,525 
Accounts payable and accrued expenses   (667,791)   845,440 
           
Net cash provided by operating activities   16,921,901    11,313,526 
           
Cash flows from investing activities:          
Purchase of property and equipment   (8,097)   - 
Proceeds from sales of property and equipment   5,913    - 
           
Net cash used in investing activities   (2,184)   - 
           
Cash flow from financing activities:          
Proceeds from Paycheck Protection Program debt   1,070,112    1,424,022 
Distributions   (2,303,221)   (286,727)
Change in floor plan notes payable - non-trade   (14,203,481)   (10,679,603)
Payments on long-term debt   (213,125)   (135,902)
           
Net cash used in financing activities   (15,649,715)   (9,678,210)
           
Net change in cash and cash equivalents   1,270,002    1,635,316 
           
Cash and cash equivalents, beginning of period   6,933,630    5,198,949 
           
Cash and cash equivalents, end of period  $8,203,632   $6,834,265 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest, including floor plan interest  $230,117   $547,843 
           
Supplemental schedule of noncash investing and financing activities:          
Transfers between property and equipment and inventory, net  $27,690   $- 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

5

 

 

Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

Notes to Condensed Consolidated Financial Statements

 

1. Nature of Business and Summary of Significant Accounting Policies

 

Nature of business

 

Chrysler Jeep of White Plains, Inc. (the “Company”) is a franchised dealer of Stellantis N.V. Through the dealer agreement, the Company markets new vehicles, replacement parts, service, accessories, and financing and leasing. In addition, it also retails and wholesales used vehicles. The dealer agreement designates the specific market area in which the Company operates; however, there is no guarantee of exclusivity within this area. The specified market area for the Company includes the White Plains, New York area.

 

70 Westchester LLC is a real estate holding entity related to the dealership, and is included in the condensed consolidated financial statements as a Variable Interest Entity.

 

Principles of consolidation and combination

 

The accompanying condensed consolidated financial statements of White Plains Chrysler Dodge Jeep Ram are comprised of the entities listed below. All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements.

 

White Plains Chrysler Dodge Jeep Ram (White Plains CDJR)

70 Westchester LLC (Westchester)

 

Interim financial statements

 

The accompanying unaudited condensed consolidated financial statements as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020, are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ended December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the years ended December 31, 2020 and 2019.

 

Contracts in transit

 

Contracts in transit represent amounts due for customer contracts sold to financial institutions. These contracts are typically collected within 15 days.

 

Receivables

 

Receivables consist primarily of amounts due from other dealerships and auto auctions as a result of vehicle sales; amounts due from third parties for parts sold or services provided; and amounts due from manufacturers for incentives and warranty reimbursements. Receivables also include commissions on aftermarket products. Receivables from the sale of vehicles are secured by the related vehicles. Receivables arising from the sale of parts and service are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date.

 

6

 

 

Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

The carrying amount of accounts receivable is reduced by an allowance that reflects management's best estimate of the amounts that will not be collected. Management reviews each receivable balance that exceeds 90 days from the invoice date and based on historical bad debt experience and management's evaluation of customer credit worthiness, estimates that portion, if any, of the balance that will not be collected. No interest is charged on delinquent receivables.

 

Inventories

 

The cost of new vehicles is determined using the last-in, first-out ("LIFO") method. All inventories are reported at the lower of cost or net realizable value. Cost of used vehicles, parts, accessories, and other inventories is determined on a specific identification basis.

 

Loaner and Rental Vehicles

 

The Company loans vehicles to customers on a daily basis. Loaner vehicles are stated at cost net of accumulated depreciation, which is computed on the straight-line method. These vehicles are considered to be current assets since they are normally sold within twelve months as part of the Company’s normal operations.

 

Property and equipment

 

Property and equipment are stated at cost. Expenditures for maintenance, repairs and minor renewals are charged to expense as incurred. Major renewals and betterments are capitalized. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets or the length of the related lease, if shorter. The useful lives of property and equipment for purposes of computing depreciation and amortization are as follows:

 

Buildings   10 - 39 years
Leasehold improvements   10 - 39 years
Equipment, furniture and fixtures   3 - 10 years
Company vehicles   5 years

 

Long-lived assets

 

The Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. There were no indicators of impairment at September 30, 2021 or December 31, 2020.

 

Factory incentives

 

The Company receives various incentive payments from the manufacturer. These incentive payments are typically received on parts purchases and on new vehicle retail sales. The incentives are reported as reductions of cost of sales in the condensed consolidated statements of operations.

 

7

 

 

Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

Floor plan interest assistance

 

The Company receives interest assistance from the automobile manufacturer. The assistance is accounted for as a vehicle purchase price discount and is reflected as a reduction to inventory cost on the condensed consolidated balance sheets and as a reduction to cost of sales in the condensed consolidated statements of operations as the vehicles are sold. At September 30, 2021 and December 31, 2020, inventory cost had been reduced by approximately $44,000 and $137,000, respectively, for interest assistance received from the manufacturer. New vehicle cost of sales has been reduced by approximately $147,000 and $161,000 for interest assistance received related to vehicles sold for the three months ended September 30, 2021 and 2020, respectively, and $571,000 and $422,000 for interest assistance received related to vehicles sold for the nine months ended September 30, 2021 and 2020, respectively.

 

Revenue recognition

 

Revenues are recognized upon satisfaction of the Company’s performance obligations under contracts with customers and are recognized in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, as detailed below.

 

Revenues from vehicle and parts sales and from service operations are recognized at the time the vehicle or parts are delivered to the customer or the service is completed.

 

The Company satisfies its performance obligation over time for certain service work performed over time. The Company recognizes revenues for service work in process based on the labor hours expended and parts utilized to perform and complete the services to date, for which the Company has an enforceable right to payment.

 

The Company arranges financing for customers through various financial institutions and receives financing fees based on the difference between loan rates charged to customers and predetermined financing rates set by the financing institutions. The Company recognizes income from finance and insurance commissions as the contracts are sold. Liability for chargebacks of finance commissions is typically limited to payoffs and defaults occurring in the first three months of the loan. These chargebacks are recognized as incurred.

 

The Company also receives commissions from the sale of non-recourse third-party extended service contracts to customers. Under these contracts, the third-party warranty company is directly liable for all warranties provided. Commission revenue, net of the related commission expense, is recorded at the time of sale. An allowance of $44,000 and $36,000 for chargebacks of commissions due to early cancellations is recorded on the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively.

 

8

 

 

Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

The following table summarizes revenue from contracts with customers for the three and nine months ended September 30:

 

   Three Months Ended 
   2021   2020 
         
New vehicle  $18,013,656   $16,665,492 
Used vehicle   7,754,639    5,297,665 
Parts and service   2,824,857    2,623,166 
           
    28,593,152    24,586,323 
Financing, insurance, service contract, and other income, net   1,467,040    1,039,862 
           
   $30,060,192   $25,626,185 

 

   Nine Months Ended 
   2021   2020 
         
New vehicle  $52,434,119   $43,866,481 
Used vehicle   18,992,738    12,479,101 
Parts and service   8,090,694    6,583,261 
           
    79,517,551    62,928,843 
Financing, insurance, service contract, and other income, net   3,798,771    2,597,410 
           
   $83,316,322   $62,526,253 

 

Advertising costs

 

Advertising costs are expensed in the period in which they are incurred. Advertising credits received from the manufacturer were approximately $204,000 and $284,000 for the three months ended September 30, 2021 and 2020, respectively, and $798,000 and $646,000 for the nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021 and December 31, 2020, inventory cost had been reduced by approximately $44,000 and $138,000, respectively, for advertising assistance received from the manufacturer.

 

Presentation of certain taxes

 

The Company collects various taxes from customers and remits these amounts to applicable taxing authorities. The Company's accounting policy is to exclude these taxes from sales and cost of sales.

 

Accounting for income taxes

 

As an S Corporation, the Company does not pay federal or state income taxes. Instead the members include their share of revenue and expenses in their individual returns. Consequently, no provision for income taxes is included in the condensed consolidated financial statements. The Company intends to make distributions to its members in amounts sufficient to cover the income taxes resulting from their reporting of the Company's income on their individual tax returns. The Company has determined that it does not have any material unrecognized tax benefits or obligations related to positions taken in tax returns (including the Company's status as a pass-through entity) as of September 30, 2021 and December 31, 2020.

 

Consideration is given to the recognition and measurement of tax positions that meet a “more-likely-than-not” threshold. A tax position is a position taken in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions include the entities’ status as pass-through entities. The recognition and measurement of tax positions taken for various jurisdictions consider the amounts and probabilities of outcomes that could be realized upon settlement using the facts, circumstances, and information available at the reporting date. The Company has determined that it does not have any material unrecognized tax benefits or obligations at September 30, 2021 or December 31, 2020.

 

Use of estimates

 

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

9

 

 

Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

Leases

 

In February 2016, the FASB issued ASU 2016-02, “Leases”. Under the new standard, lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. For income statement purposes, the FASB continued the dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied to current lease accounting. This guidance requires enhanced disclosures, must be adopted using a modified retrospective transition model, and provides for certain practical expedients. The new standard will be effective for the Company January 1, 2022, and the Company is currently evaluating the impact on its condensed consolidated financial statements upon the adoption of this new standard.

 

Evaluation of subsequent events

 

The Company has evaluated the effect subsequent events would have on the condensed consolidated financial statements through December 17, 2021, which is the date the condensed consolidated financial statements were available to be issued.

 

2. Receivables

 

Receivables consisted of the following at:

 

   September 30,   December 31, 
   2021   2020 
Vehicles  $58,345   $113,890 
Customers   196,138    153,220 
Factory   338,581    990,599 
Finance commissions   119,765    80,275 
           
   $712,829   $1,337,984 

 

3. Inventories

 

Inventories consisted of the following at:

 

   September 30,   December 31, 
   2021   2020 
         
New vehicles  $4,302,691   $13,389,805 
LIFO reserves   (1,296,769)   (1,939,753)
           
    3,005,922    11,450,052 
Used vehicles   2,606,490    2,636,549 
Parts and accessories and other   549,593    752,257 
           
   $6,162,005   $14,838,858 

 

10

 

 

Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

4. Property and Equipment

 

Property and equipment consisted of the following at:

 

   September 30,   December 31, 
   2021   2020 
         
Land  $2,210,778   $2,210,778 
Buildings and improvements   3,562,543    3,562,543 
Vehicles   122,214    184,047 
Furniture and fixtures   524,267    524,267 
Equipment   1,140,919    1,140,919 
Construction in progress   129,658    129,658 
           
    7,690,379    7,752,212 
Accumulated depreciation and amortization   (3,208,457)   (3,119,457)
           
   $4,481,922   $4,632,755 

 

5. Related-Party Transactions and Balances

 

The Company had a note payable due to one of the owners in the amount of $28,800 as of both September 30, 2021 and December 31, 2020. The amount is due on demand.

 

6. Floor Plan and Service Loaner Notes Payable

 

The Company has a bank floor plan financing agreement with stated limits of approximately $25.0 million for new vehicles, $4.7 million for used vehicles, and $1.8 million for loaners and demos. From time to time, total borrowings exceed stated limits due to the timing of floor plan draws for vehicle shipments from the manufacturer. The floor plan notes are collateralized by substantially all assets of the Company. The interest rate under the agreement is LIBOR plus 1.7% with a minimum of 1.9%.

 

11

 

 

Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

7. Accrued Expenses

 

Accrued expenses consisted of the following at:

 

   September 30,   December 31, 
   2021   2020 
         
Payroll and bonuses  $392,263   $224,979 
Interest   17,856    36,108 
Taxes   217,233    333,729 
Other   100,446    232,427 
           
   $727,798   $827,243 

 

8. Long-Term Debt

 

Long-term debt consisted of the following at:

 

   September 30,   December 31, 
   2021   2020 
70 Westchester LLC Note payable to a bank, due monthly in amounts of principal and interest payments as defined in the loan agreement, with interest at the 30-day LIBOR rate plus a spread, Maturing in November 2022. Secured by real property and equipment and guaranteed by the dealership and the owners.  $3,979,434   $4,192,559 
Less current portion of long-term debt   288,192    285,675 
           
   $3,691,242   $3,906,884 

 

9. Paycheck Protection Program Debt

 

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law on March 27, 2020. The CARES Act provides for the establishment of the Paycheck Protection Program (PPP), a new loan program under the Small Business Administration’s 7(a) program providing loans to qualifying businesses. Additionally, loans originated under this program may be forgiven, in whole or in part, if certain criteria are met.

 

The Company received PPP loans totaling $2,494,134 and has elected to account for the funds received in accordance with ASC 470, Debt. During the period, the Company spent all funds received under the PPP for qualifying purposes, prepared a forgiveness calculation and submitted an application for forgiveness to its lender. As of September 30, 2021, the Company received notification from the lender and Small Business Administration that the loans had been forgiven and the Company had been relieved of its obligation for the liability. As a result, the Company recognized the outstanding principal balances together with related accrued interest as a gain on extinguishment on the condensed consolidated statements of operations.

 

12

 

 

Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

10. Contingencies and Uncertainties

 

The Company sells customer installment contracts to financial institutions and sells extended warranties on behalf of third parties. In general, finance contracts are without recourse after the customer has made three payments. Some buyers of the contracts retain portions of the finance commissions as reserves against early payoffs. These amounts are recorded on the condensed consolidated balance sheets as finance commissions receivable. The Company is liable for a portion of any customer cancellations; a reserve of $44,000 and $36,000 for these chargebacks was recorded within accrued liabilities on the condensed consolidated balance sheets at September 30, 2021 and December 31, 2020, respectively.

 

The Company’s facilities are subject to federal, state and local provisions regulating the discharge of materials into the environment. Compliance with these provisions has not had, nor does the Company expect such compliance to have, any material effect upon the capital expenditures, net income, financial condition or competitive position of the Company. Management believes that its current practices and procedures for the control and disposition of such materials comply with the applicable federal and state requirements.

 

The Company purchases substantially all of its new vehicles and parts from the manufacturer, at the prevailing prices charged by the manufacturer to all franchised dealers. The Company's sales volume could be adversely impacted by any significant reduction in the ability of any manufacturer to support factory warranty expenditures or to supply it with an adequate quantity of vehicles and/or parts, due to unforeseen circumstances or as a result of an unfavorable allocation of vehicles and parts.

 

As part of the Company's relationship with the manufacturer, it participates in various programs with regard to vehicle allocation, advertising, interest and other incentive programs. These programs are generally on a "turn-to-earn" basis, which rewards new vehicle volume, and are subject to change by the manufacturers at any time. In addition, the franchise agreement contains provisions which generally limit, without consent of the manufacturer, changes in dealership management and ownership, dealership location, place certain financial restrictions, and provide for termination of the franchise agreement by the manufacturer in certain instances.

 

The Company is involved in certain legal matters that it considers incidental to its business. In management’s opinion, none of these legal matters will have a material effect on the Company’s financial position or results of operations.

 

In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of Coronavirus, a pandemic. The Coronavirus outbreak has had far reaching and unpredictable impacts on the global economy, supply chains, financial markets, and global business operations in a variety of industries. Governments have taken substantial action to contain the spread of the virus including mandating social distancing, suspension of certain gatherings, and shuttering of certain nonessential businesses. The extent to which it will impact the Company going forward will depend on a variety of factors, including the duration and continued spread of the outbreak, its impact on customers, employees and vendors, as well as governmental, regulatory and private sector responses. The pandemic may have a significant impact on management’s accounting estimates and assumptions. The condensed consolidated financial statements do not reflect any adjustments as a result of the increase in economic uncertainty.

 

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Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

11. Retirement Plan

 

The Company sponsors a defined contribution 401(k) plan that covers employees who meet certain age and length of service requirements. Under this plan, the Company may make discretionary contributions. Total contributions by the Company to the plan during the three and nine months ended September 30, 2021 and 2020 were not material.

 

12. Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, contracts in transit, and receivables. Cash accounts normally exceed FDIC insurance limits and cash equivalents are not federally insured. The concentration of credit risk with respect to contracts in transit is limited primarily to financial institutions. Sales are primarily to individuals and commercial businesses located in the greater White Plains, New York area.

 

13. Interest Rate Swap

 

To minimize the effect of variable rate debt, 70 Westchester LLC has entered into an interest rate swap agreement that has a total notional amount of approximately $3,190,000 and $4,120,000 at September 30, 2021 and December 31, 2020, respectively. Under these agreements, the Partnership pays interest at fixed rates and receives interest based on LIBOR. The net liability under the interest rate swaps was $68,118 and $125,818 at September 30, 2021 and December 31, 2020, respectively, on the condensed consolidated balance sheets. The change in value is included in non-floor plan interest expense on the condensed consolidated statements of operations. The interest rate swap matures in August 2022.

 

14. Variable Interest Entity

 

Accounting principles generally accepted in the United States of America require a reporting entity to consolidate a variable interest entity when the reporting entity has a variable interest that provides it with a controlling financial interest in the variable interest entity. The entity that consolidates a variable interest entity is referred to as the primary beneficiary of that variable interest entity. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of variable interest entities (VIEs”).

 

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Chrysler Jeep of White Plains, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

Accordingly, the Company has determined that 70 Westchester, LLC is a VIE for which the Company is the primary beneficiary, due primarily to Company’s lease agreement with the VIE and the Company’s guarantee of the VIE’s debt. The following table summarizes the balance sheets for consolidated VIE as of:

 

   September 30,   December 31, 
   2021   2020 
         
Assets:        
Cash  $88,882   $123,558 
Other assets   32,201    32,201 
Property and equipment, net   4,223,250    4,298,225 
           
Total assets  $4,344,333   $4,453,984 
           
Liabilities and Members’ Equity:          
Accrued expenses  $54,163   $56,162 
Fair value of interest rate swap   68,118    125,818 
Long-term debt   3,979,434    4,192,559 
           
Total liabilities   4,101,715    4,374,539 
          
Members’ equity (presented as noncontrolling interest in consolidated subsidiaries on the condensed consolidated balance sheets)   242,618    79,445 
           
Total liabilities and members’ equity  $4,344,333   $4,453,984 

 

 

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