EX-99.3 16 d290947dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

KBH Topco, LLC

Consolidated Financial Statements and

Independent Auditor’s Report

December 31, 2021 and 2020

 

LOGO


KBH TOPCO, LLC

TABLE OF CONTENTS

 

 

 

     Page  

INDEPENDENT AUDITOR’S REPORT

     1 - 2  

CONSOLIDATED FINANCIAL STATEMENTS

  

Consolidated Balance Sheets

     3  

Consolidated Statements of Comprehensive Income

     4  

Consolidated Statements of Changes in Members’ Equity

     5  

Consolidated Statements of Cash Flows

     6  

Notes to the Consolidated Financial Statements

     7 - 19  


LOGO

INDEPENDENT AUDITOR’S REPORT

To the Management of

KBH TopCo, LLC

Opinion

We have audited the accompanying consolidated financial statements of KBH TopCo, LLC, which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, changes in members’ equity, and cash flows for the year ended December 31, 2021 and for the period November 3, 2020 (date of acquisition) through December 31, 2020, and the related notes to the consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of KBH TopCo, LLC as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period November 3, 2020 (date of acquisition) through December 31, 2020, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of KBH TopCo, LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events considered in the aggregate, that raise substantial doubt about KBH TopCo, LLC’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

 

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Page 2

 

In performing an audit in accordance with generally accepted auditing standards, we:

 

   

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

   

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

 

   

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of KBH TopCo, LLC’s internal control. Accordingly, no such opinion is expressed.

 

   

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

 

   

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about KBH TopCo, LLC’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

 

LOGO

Bannockburn, Illinois

February 21, 2022


Page 3

 

KBH TOPCO, LLC

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

ASSETS

 

     2021      2020  

Cash

   $ 7,049,803      $ 8,529,709  

Accounts receivable, net

     16,503,537      17,607,614

Inventory, prepaid expenses, deposits and other assets

     8,079,273      13,231,316

Investment in direct finance and sales-type leases, net

     80,796,043      101,304,229

Equipment under operating leases at cost, net of accumulated depreciation of $88,877,030 and $12,374,971 as of December 31, 2021 and 2020, respectively

     490,109,858      469,501,681

Equipment used in operations at cost, net of accumulated depreciation of $178,018 and $25,273 as of December 31, 2021 and 2020, respectively

     521,899      596,026

Goodwill

     135,364,402      133,913,781
  

 

 

    

 

 

 
   $ 738,424,815      $ 744,684,356  
  

 

 

    

 

 

 
LIABILITIES AND MEMBERS’ EQUITY      

LIABILITIES

     

Accounts payable and accrued expenses

   $ 13,840,502      $ 11,487,279  

Distributions payable

     4,000,000      —  

Leased equipment accounts payable

     17,648,150      14,187,663

Customer deposits and advanced payments

     6,600,875      7,389,604

Deferred income tax liability

     5,042,391      758,969

Secured borrowings

     102,353,580      143,346,984

Notes payable - Recourse

     125,094,236      124,544,587

Senior secured debt - Related party

     80,000,000      80,000,000

Notes payable - Non-recourse

     233,276,889      207,051,280
  

 

 

    

 

 

 
     587,856,623      588,766,366

MEMBERS’ EQUITY

     150,568,192      155,917,990
  

 

 

    

 

 

 
   $ 738,424,815      $ 744,684,356  
  

 

 

    

 

 

 

The accompanying notes are an integral part of these statements.


Page 4

 

KBH TOPCO, LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEAR ENDED DECEMBER 31, 2021

AND PERIOD FROM NOVEMBER 3, 2020 (DATE OF ACQUISITION) THROUGH DECEMBER 31, 2020

 

     2021     2020  

REVENUE

    

Leasing revenues

   $ 164,829,634     $ 25,391,172  

Sales of equipment and software

     74,367,255     17,604,852

Transfers of financial assets

     5,392,972     415,588

Service revenues

     1,201,238     156,627

Other income

     97,399     49,508
  

 

 

   

 

 

 
     245,888,498     43,617,747
  

 

 

   

 

 

 

DIRECT LEASING EXPENSES AND COST OF EQUIPMENT SOLD

    

Depreciation of equipment

     85,447,004     14,570,293

Interest expense - Secured borrowings

     6,086,340     1,089,055

Interest expense - Recourse debt

     4,518,691     893,117

Interest expense - Senior secured debt

     6,488,889     1,051,309

Interest expense -  Non-recourse debt

     8,438,114     1,429,925

Cost of equipment and software sold

     88,145,805     16,812,629
  

 

 

   

 

 

 
     199,124,843     35,846,328
  

 

 

   

 

 

 

GROSS MARGIN

     46,763,655     7,771,419

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     30,277,701     4,842,030
  

 

 

   

 

 

 

INCOME BEFORE INCOME TAX PROVISION

     16,485,954     2,929,389

INCOME TAX PROVISION

     4,334,549     758,969
  

 

 

   

 

 

 

NET INCOME

     12,151,405     2,170,420

OTHER COMPREHENSIVE INCOME (LOSS)

    

Foreign currency translation adjustment

     (158,345     247,570
  

 

 

   

 

 

 

COMPREHENSIVE INCOME

   $ 11,993,060     $ 2,417,990  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these statements.


Page 5

 

KBH TOPCO, LLC

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

YEAR ENDED DECEMBER 31, 2021

AND PERIOD FROM NOVEMBER 3, 2020 (DATE OF ACQUISITION) THROUGH DECEMBER 31, 2020

 

                  Accumulated        
                  Other        
     Common Units     Comprehensive        
     Units      Amount     Income (loss)     Total  

BALANCE - NOVEMBER 3, 2020 (DATE OF ACQUISITION)

     —        $ —       $ —       $ —    

Issuance of units

     84,000,000      153,500,000     —         153,500,000

Net income

     —          2,170,420     —         2,170,420

Other comprehensive income

     —          —         247,570     247,570
  

 

 

    

 

 

   

 

 

   

 

 

 

BALANCE - DECEMBER 31, 2020

     84,000,000      155,670,420     247,570     155,917,990

Net income

     —          12,151,405     —         12,151,405

Other comprehensive loss

     —          —         (158,345     (158,345

Distributions

     —          (17,342,858     —         (17,342,858
  

 

 

    

 

 

   

 

 

   

 

 

 

BALANCE - DECEMBER 31, 2021

     84,000,000    $ 150,478,967     $ 89,225     $ 150,568,192  
  

 

 

    

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these statements.


Page 6

 

KBH TOPCO, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2021

AND PERIOD FROM NOVEMBER 3, 2020 (DATE OF ACQUISITION) THROUGH DECEMBER 31, 2020

 

     2021     2020  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 12,151,405     $ 2,170,420  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Direct finance lease and sales-type lease receipts

     40,404,348     9,861,750

Depreciation and amortization

     85,617,265     14,595,566

Loss on sales of equipment and software

     15,224,574     205,016

Earned income from direct finance and sales-type leases

     (5,157,268     (794,989

Deferred income tax liability

     4,283,422     758,969

Changes in operating assets and liabilities:

    

Accounts receivable

     1,188,541     4,045,605

Inventory, prepaid expenses, deposits and other assets

     618,299     282,975

Accounts payable and accrued expenses

     2,968,563     (2,391,413

Distributions payable

     4,000,000     —  

Leased equipment accounts payable

     3,460,487     (6,550,194

Customer deposits and advanced payments

     (788,729     (22,658
  

 

 

   

 

 

 

Net Cash Provided By Operating Activities

     163,970,907     22,161,047
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Acquisition of KBH Topco, LLC, net of cash acquired

     —       (126,127,714

Investment in direct finance and sales-type leases

     (30,298,539     (12,258,832

Purchases of equipment under operating leases

     (152,636,613     (23,613,551

Proceeds from sales of equipment and software

     49,299,822     12,426,497

Purchases of equipment used in operations

     (96,134     (26,099
  

 

 

   

 

 

 

Net Cash Used In Investing Activities

     (133,731,464     (149,599,699
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from issuance of common units

     —       134,312,500

Proceeds from secured borrowings

     —       10,900,921

Principal payments on secured borrowings

     (40,993,404     (10,710,604

Proceeds from notes payable - recourse

     233,345,186     51,199,521

Principal payments on notes payable - recourse

     (232,795,537     (51,083,422

Proceeds from notes payable - non-recourse

     185,871,270     24,648,636

Principal payments on notes payable - non-recourse

     (159,645,661     (23,546,761

Distributions

     (17,342,858     —  
  

 

 

   

 

 

 

Net Cash Provided By (Used In) Financing Activities

     (31,561,004     135,720,791
  

 

 

   

 

 

 

EFFECTS OF CURRENCY TRANSLATION

     (158,345     247,570
  

 

 

   

 

 

 

NET CHANGE IN CASH

     (1,479,906     8,529,709

CASH - BEGINNING OF YEAR

     8,529,709     —  
  

 

 

   

 

 

 

CASH - END OF YEAR

   $ 7,049,803     $ 8,529,709  
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

    

Interest paid

   $ 26,747,795     $ 4,555,478  
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES

    

Acquisition of KBH Topco, LLC - Rollover equity

   $ —       $ 19,187,500  
  

 

 

   

 

 

 

Business combination measurement period adjustments

   $ 1,450,621     $ —    
  

 

 

   

 

 

 

The accompanying notes are an integral part of these statements.


Page 7

 

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Financial Reporting. The accompanying consolidated financial statements include the accounts of KBH Topco, LLC, a Delaware limited liability company (“KBHT”) formed on October 29, 2020, and its wholly-owned subsidiaries (each organized as either a Nevada limited liability company or a Delaware limited liability company), collectively referred to as the “Company.” All significant intercompany accounts and transactions have been eliminated in consolidation. In November 2020, 87.50% of the Company was acquired by SLR Investment Corp. f/k/a Solar Capital Ltd. (“SLR”)(Note 2).

Description of Business. The Company leases, rents, sells, manages, and remarkets technology, industrial, healthcare, and other general equipment and software. Their customers are located throughout the United States, Canada, France, Spain, Italy, and the United Kingdom.

Management Estimates and Assumptions. The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Significant estimates and assumptions are used for, but not limited to: (1) estimated useful lives and unguaranteed residual values of equipment under operating, direct finance and sales-type leases; (2) classification of leases; (3) valuation of leased equipment; (4) impairment of equipment; (5) impairment of goodwill; (6) revenue recognition; (7) allowance for doubtful accounts; and (8) valuation of net deferred income tax assets or liabilities. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these consolidated financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes.

Concentration of Credit Risk. The Company regularly maintains bank balances that exceed Federal Deposit Insurance Corporation limits.

Revenue Recognition. The Company recognizes revenue in accordance with three different accounting standards: (1) Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“FASB ASC”) 840, Leases, (2) FASB ASC 860, Transfers and Servicing, and (3) FASB ASC 606, Revenue from Contracts with Customers.

Revenue from Leasing Transactions under FASB ASC 840 - The Company accounts for certain leasing revenues in accordance with FASB ASC 840. The accounting for revenue is different depending on the type of lease. Each lease is classified as either a direct finance lease, sales-type lease, or operating lease, as appropriate. If a lease meets one or more of the following four criteria, the lease is classified as either a direct finance or sales-type lease; otherwise, it will be classified as an operating lease:

 

   

the lease transfers ownership of the property to the lessee by the end of the lease term;

 

   

the lease contains a bargain purchase option;

 

   

the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or

 

   

the present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90 percent of the fair value of the leased property at the inception of the lease.

For direct finance and sales-type leases, the Company records the net investment in leases, which consists of the sum of the minimum lease payments, initial direct costs (direct finance leases only), and unguaranteed residual value (gross investment) less the unearned income. For direct finance leases, the difference between the gross investment and the cost of the leased equipment is recorded as unearned income at the inception of the lease. Under sales-type leases, the difference between the fair value and cost of the leased property plus initial direct costs (net margins) is recorded as unearned income at the inception of the lease. Revenue for both direct finance and sales-type leases are recognized as the unearned income is amortized over the life of the lease using the interest method.

 

(Continued)


Page 8

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Continued). Revenue from Leasing Transactions under FASB ASC 840 (Concluded) - For operating leases, rental amounts are accrued on a straight-line basis over the lease term and are recognized as leasing revenue.

Leasing revenues consist of rentals due under operating leases and the amortization of unearned income on direct finance and sales-type leases. Equipment under operating leases is recorded at cost and depreciated on a straight-line basis over the useful life.

Revenue from the Transfer of Financial Assets under FASB ASC 860 - The Company enters into arrangements to transfer the contractual payments due under direct finance and sales-type leases, which are accounted for in accordance with FASB ASC 860. These transfers are accounted for as either a pledge of collateral in a secured borrowing or a sale. For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for recourse and non-recourse notes payable. For transfers accounted for as sales, the Company derecognizes the carrying value of the asset transferred plus any liability and recognizes a net gain or loss on the sale, which are presented as transfers of financial assets in the consolidated statements of comprehensive income.

Revenue from Sales of Equipment, Software and Services under FASB ASC 606 - Under FASB ASC 606, revenue is recognized when the Company satisfies its performance obligations, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. Contracts with customers may include multiple promises that are distinct performance obligations. For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such goods or services. After completion of the performance obligation, the Company has an unconditional right to consideration as outlined in the contract.

Service Revenues - The Company maintains service contracts for maintenance and repair services to customers for the customer owned equipment. The Company’s arrangement is typically a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer. The Company typically recognizes sales from these services on a straight-line basis over the period services are provided. Payments are typically due within 30 days after an invoice is sent to the customer. Invoices for services are typically sent in advance.

Equipment and Software Sales - The Company sells equipment and software to both current lessees and third parties for leased equipment, brokerage of equipment, and lease transaction sales. Sales revenue is recorded at the amount of gross consideration received. Revenue is recognized at a point in time when the Company satisfies its performance obligations. Payments are typically due upon receipt of the invoice. Invoices for equipment and software sales are typically sent in advance.

The Company has adopted certain practical expedients under FASB ASC 606 with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient allowed under FASB ASC 606 to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually.

 

(Continued)


Page 9

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Concluded). Disaggregation of Revenue - The table below summarizes the Company’s revenues as presented in the consolidated statement of comprehensive income for the year ended December 31, 2021 by revenue type and by the applicable accounting standard:

 

     Year Ended December 31, 2021  
     FASB ASC 840      FASB ASC 860      FASB ASC 606      Total  

Leasing revenues

   $ 164,829,634      $ —        $ —        $ 164,829,634  

Sales of equipment and software

     —          —          74,367,255        74,367,255  

Transfers of financial assets

     —          5,392,972        —          5,392,972  

Service revenues

     —          —          1,201,238        1,201,238  

Other income

     —          —          97,399        97,399  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 164,829,634      $ 5,392,972      $ 75,665,892      $ 245,888,498  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue subject to FASB ASC 606 recognized at a point in time and over time was $74,464,654 and $1,201,238, respectively, for the year ended December 31, 2021.

The table below summarizes the Company’s revenues as presented in the consolidated statement of comprehensive income for the period ended December 31, 2020 by revenue type and by the applicable accounting standard:

 

     Period Ended December 31, 2020  
     FASB ASC 840      FASB ASC 860      FASB ASC 606      Total  

Leasing revenues

   $ 25,391,172      $ —        $ —        $ 25,391,172  

Sales of equipment and software

     —          —          17,604,852        17,604,852  

Transfers of financial assets

     —          415,588        —          415,588  

Service revenues

     —          —          156,627        156,627  

Other income

     —          —          49,508        49,508  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 25,391,172      $ 415,588      $ 17,810,987      $ 43,617,747  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue subject to FASB ASC 606 recognized at a point in time and over time was $17,654,360 and $156,627, respectively, for the period ended December 31, 2020.

Residual Values - The estimated unguaranteed residual values of equipment at the end of the useful life are recorded at the inception of each lease. The estimated residual values vary as a percentage of the original equipment cost and depend upon the equipment type. Unguaranteed residual values for direct finance and sales-type leases are recorded at their net present value and the unearned income is amortized over the life of the lease using the interest method. The residual values for operating leases are included in the leased equipment’s net book value. Residual values are evaluated on a quarterly basis and any impairment, other than temporary, is recorded in the period in which the impairment is determined. No upward revision of residual values is made subsequent to lease inception.

Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable represent customer obligations, which include base monthly, quarterly, and annual rentals due under the terms of each respective customer’s lease and equipment sales. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of amounts that will not be collected. The allowance for doubtful accounts was $11,759 as of December 31, 2021 and $-0- as of December 31, 2020 and November 3, 2020.

 

(Continued)


Page 10

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Depreciation and Amortization. Depreciation provisions for revenue-producing equipment are computed using the straight-line method over the related useful life of the equipment, after giving effect to an estimated residual value. The useful lives for leased equipment range from approximately six and ten years. For other equipment used in operations, depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, ranging from approximately three to eight years.

Goodwill. Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired in a business combination. The Company performs an annual impairment test for goodwill at the entity level. There were no impairment charges or triggering events for the year ended December 31, 2021 or for the period ended December 31, 2020.

Foreign Operations. The functional currencies for the consolidated foreign operations are the Canadian dollar, Euro, and British pound. The translation of the applicable foreign currencies into U.S. dollars is performed for monetary balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. Nonmonetary balance sheet accounts and related revenue, expense, gain and loss accounts are re-measured using historical rates to produce the same results as if the items had been initially recorded in U.S. dollars. The gains or losses resulting from such translation of the Canadian dollar, Euro, and British pound are included as a component of accumulated other comprehensive income in members’ equity. Assets located outside the United States and subject to foreign currency denominated transactions totaled $7,888,439 and $8,046,244 as of December 31, 2021 and 2020, respectively.

Income Taxes. The Company was formed as a limited liability company and elected to be taxed as a C-Corporation. Deferred income taxes are provided using the liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred income tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates at the date of enactment. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred income tax assets and liabilities.

KBHT’s wholly-owned subsidiaries are disregarded entities for income tax purposes. Their operations are combined with the operations of KBHT and reported together in one income tax return.

Fair Value Measurements. Fair value accounting guidance defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements for both financial and non-financial assets. It also provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows:

 

  Level 1.

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

 

(Continued)


Page 11

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

  Level 2.

Inputs to the valuation methodology include the following:

 

   

Quoted prices for similar assets or liabilities in active markets;

 

   

Quoted prices for identical or similar assets or liabilities in inactive markets;

 

   

Inputs other than quoted prices that are observable for the asset or liability;

 

   

Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

 

  Level 3.

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Certain assets are measured at fair value on a nonrecurring basis subsequent to initial recognition. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only under certain circumstances, as GAAP does not permit the recording of unrealized appreciation of equipment held for sale and leased equipment.

In certain circumstances, these assets were written down to estimated fair value when it is determined that net realizable value is below cost. Adjustments to write down certain equipment held for sale and leased equipment to their net realizable value totaled approximately $4,200,000 and $-0- for the year ended December 31, 2021 and for the period ended December 31, 2020, respectively, and are included within cost of equipment and software sold on the consolidated statements of comprehensive income. Equipment held for sale totaled approximately $4,551,000 and $8,356,000 as December 31, 2021 and 2020, respectively, and is included within inventory, prepaid expenses, deposits and other assets on the consolidated balance sheets.

Business Combinations. The Company records the assets acquired and liabilities assumed, including contingent liabilities, at fair value on the date of the acquisition. As required, preliminary fair values are determined once a business is acquired, with the final determination of the fair values being completed within the one-year measurement period from the date of acquisition.

The transactions were recorded under the acquisition method of accounting whereby the assets acquired and liabilities assumed were recognized at estimated fair value using level 3 inputs. The estimated fair values of assets acquired and liabilities assumed are preliminary, pending the completion of various analyses and the finalization of estimates. During the measurement period (which is not to exceed one year from each acquisition date), additional assets or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition dates that, if known, would have resulted in the recognition of those assets or liabilities as of each respective date. The preliminary allocations may be adjusted after obtaining additional information regarding, among other things, asset valuations, liabilities assumed and revisions of previous estimates.    

Recent Accounting Pronouncements. In February 2016, FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. In June 2020, FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities, which deferred the effective date of ASU 2016-02 to annual reporting periods beginning after December 15, 2021, with early adoption permitted. Management is currently evaluating this standard.

 

(Continued)


Page 12

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Concluded)

 

Recent Accounting Pronouncements (Concluded). In January 2017, FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU removes the second step of the test where the Company compares the implied fair value of goodwill with the carrying amount of that goodwill for that reporting unit. An impairment charge equal to the amount by which the carrying amount of goodwill for the reporting unit exceeds the implied fair value of that goodwill is recorded, limited to the amount of goodwill allocated to that reporting unit. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. The new guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Management is currently evaluating this standard.

In June 2016, FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to revise the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. This update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. Management is currently evaluating this standard.

Economic Conditions. In March 2020, government agencies announced warnings related to the Coronavirus (COVID-19). Any potential decline in economic activity in the U.S. and other regions of the world as a result of the virus may have an adverse impact on the Company.

NOTE 2 – BUSINESS COMBINATION

On November 3, 2020, KBHT and its members entered into the Contribution and Equity Purchase Agreement (“Agreement”) whereby SLR acquired a total of 73,500,000 Common units in KBHT and the continuing members/investors retained 10,500,000 Common units. The Agreement included contingent consideration that was valued at the time of closing and based on achieving certain performance-based targets as defined in the Agreement as of December 31, 2022 and December 31, 2023. The Company believes that the performance-based targets will not be achieved based on available information and certain assumptions known at the time of the business combination and year end, therefore, the estimated fair value of the contingent consideration was $-0- as of December 31, 2021 and 2020.

During 2021, the Company recorded measurement period adjustments totaling approximately $1,451,000 related to the 2020 business combination as a result of changes to the estimated fair value of certain assets acquired and liabilities assumed. Adjustments to depreciation and amortization that would have been recognized in the prior period if the measurement period adjustments had been recognized at the acquisition date are nominal.

 

(Continued)


Page 13

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – BUSINESS COMBINATION (Concluded)

 

The following table summarizes the consideration paid and the estimated fair value of the assets acquired and liabilities assumed at the acquisition date, which includes the effects of any measurement period adjustments through November 3, 2021:

 

     Preliminary fair
values as of
November 3,
2020
     Measurement
period
adjustments
     Final fair
values as of
November 3,
2021
 

Consideration:

        

Cash

   $ 134,312,500      $ —        $ 134,312,500  

Rollover equity

     19,187,500        —          19,187,500  

Less: Cash acquired

     (8,184,786      —          (8,184,786
  

 

 

    

 

 

    

 

 

 
   $ 145,315,214      $ —        $ 145,315,214  
  

 

 

    

 

 

    

 

 

 

Estimated fair value of identifiable assets acquired:

        

Accounts receivable

   $ 21,653,219      $ 84,464      $ 21,737,683  

Inventory, prepaid expenses, deposits and other assets

     13,514,291        (4,121,804      9,392,487  

Investment in direct finance and sales-type leases

     98,486,185        (2,309,158      96,177,027  

Equipment under operating leases

     472,715,909        4,280,537        476,996,446  

Equipment used in operations

     595,200        —          595,200  
  

 

 

    

 

 

    

 

 

 
     606,964,804        (2,065,961      604,898,843  
  

 

 

    

 

 

    

 

 

 

Estimated fair value of identifiable liabilities assumed:

        

Accounts payable and accrued expenses

     13,878,692        (615,340      13,263,352  

Leased equipment accounts payable

     20,737,857        —          20,737,857  

Customer deposits and advanced payments

     7,412,262        —          7,412,262  

Secured borrowings

     143,156,667        —          143,156,667  

Notes payable - Recourse

     124,428,488        —          124,428,488  

Senior secured debt - Related party

     80,000,000        —          80,000,000  

Notes payable - Non-recourse

     205,949,405        —          205,949,405  
  

 

 

    

 

 

    

 

 

 
     595,563,371        (615,340      594,948,031  
  

 

 

    

 

 

    

 

 

 

Estimated fair value of identifiable net assets acquired

     11,401,433        (1,450,621      9,950,812  

Aggregate purchase price

     145,315,214        —          145,315,214  
  

 

 

    

 

 

    

 

 

 

Goodwill

   $ 133,913,781      $ 1,450,621      $ 135,364,402  
  

 

 

    

 

 

    

 

 

 


Page 14

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – INVESTMENT IN DIRECT FINANCE AND SALES-TYPE LEASES, NET

The Company’s investment in direct finance and sales-type leases consisted of the following as of December 31:

 

     2021      2020  

Minimum lease payments

   $ 79,388,382      $ 94,711,947  

Estimated unguaranteed residual value

     9,605,695        16,684,656  
  

 

 

    

 

 

 

Subtotal

     88,994,077        111,396,603  

Less: Unearned lease income

     8,198,034        10,092,374  
  

 

 

    

 

 

 

Investment in direct financing and sales-type leases, net

   $ 80,796,043      $ 101,304,229  
  

 

 

    

 

 

 

NOTE 4 – FUTURE MINIMUM LEASE PAYMENTS TO BE RECEIVED

Future minimum lease payments to be received by the Company under the terms of the non-cancelable operating, direct finance and sales-type leases as of December 31, 2021 were as follows:

 

Year Ending December 31

   Amount  

2022

   $ 135,894,266  

2023

     95,501,824  

2024

     58,057,217  

2025

     32,549,530  

2026

     14,049,990  

Thereafter

     12,372,066  
  

 

 

 
   $ 348,424,893  
  

 

 

 

NOTE 5 – DEBT

Secured Borrowings. The Company enters into arrangements to transfer the contractual payments due under direct finance, sales-type and operating leases. Due to the rights retained on certain lease participations sold, the Company is deemed to have retained effective control over these leases and therefore these transfers are accounted for as secured borrowings. As of December 31, 2021, the Company has secured borrowing agreements totaling $102,353,580 of which $11,786,767 was recourse and $90,566,813 was non-recourse. As of December 31, 2020, secured borrowing agreements totaled $143,346,984 of which $14,499,228 was recourse and $128,847,756 was non-recourse. These secured borrowing agreements have various maturity dates through 2028 and interest rates ranging from 3.28% and 5.65%. The investment in direct finance and sales-type leases and the equipment under operating leases pledged under these secured borrowing agreements were $5,781,120 and $115,961,247, respectively, as of December 31, 2021 and $13,149,746 and $145,157,918, respectively, as of December 31, 2020.

 

(Continued)


Page 15

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – DEBT (Continued)

 

Secured Borrowings (Concluded). Principal payments on secured borrowings as of December 31, 2021 were due as follows:

 

Year Ending December 31

   Amount  

2022

   $ 43,044,886  

2023

     25,011,194  

2024

     19,326,484  

2025

     13,323,169  

2026

     1,628,326  

Thereafter

     19,521  
  

 

 

 
   $ 102,353,580  
  

 

 

 

Notes Payable - Recourse. The Company has recourse borrowing arrangements with various financial institutions with $125,094,236 and $124,544,587 of recourse debt outstanding as of December 31, 2021 and 2020, respectively. Various rate structures for each line pricing exist, based upon either the U.S. prime rate (3.25% at December 31, 2021, “Prime”) plus a spread, or based upon 30-day LIBOR plus a spread, or the like term swap rate for the investment period, plus 2.50% to 4.50%. Borrowings are collateralized by either a first lien on the equipment and assignment of rent or a second lien on the equipment representing the leased equipment’s residual values.

Under a $30,000,000 facility, maturing in August 2022, principal payments are determined by the maturities of the underlying equipment leases, of which $23,582,986 and $27,030,233 was outstanding as of December 31, 2021 and 2020, respectively. Balances are priced at Prime plus 1.50%, with a floor of 5.00%. Outstanding balances as of December 31, 2021 were due between January 2022 and December 2025. The debt agreement includes covenants for minimum tangible net worth and leverage.

Under a $55,000,000 facility maturing in July 2022, $45,000,000 of the facility was secured by a first lien on the equipment, with principal payments due based on the following schedule: the first two months of borrowing are interest only, after which 1.00% of the original principal is due on the first of each month, and then at six months from the date of the individual borrowing for the purchase of the equipment, the remaining principal balance is due. On this facility, $32,541,965 and $26,003,443 was outstanding as of December 31, 2021 and 2020, respectively. Additionally, $10,000,000 of this facility was able to be used for borrowings on a term basis, secured by a first lien on the equipment representing the leased equipment’s residual values and assignment of rent, of which $412,067 and $589,519 was outstanding as of December 31, 2021 and 2020, respectively. The debt agreement includes covenants for minimum tangible net worth.

Under a $35,000,000 facility maturing in November 2023, principal payments are due based on the following schedule: the first two months of borrowing are interest only, after which 1.00% of the original principal is due on the first of each month, and then at six months from the date of the individual borrowing for the purchase of the equipment, the remaining principal balance is due. On this facility, $18,858,589 and $15,055,465 was outstanding as of December 31, 2021 and 2020, respectively. Additionally, $10,000,000 of this facility is able to be used for borrowings on a term basis, secured by a second lien on the equipment representing the leased equipment’s residual values, of which $5,859,129 and $3,377,547 was outstanding as of December 31, 2021 and 2020, respectively. The debt agreement includes covenants for minimum tangible net worth.

Under a $27,000,000 facility, subject to annual review, borrowings are collateralized by either a first lien on the equipment and assignment of rents or a second lien on the equipment representing the leased equipment’s residual values subject to a cap on residuals of $8,000,000. On this facility, $3,836,082 and $4,564,437 was outstanding as of December 31, 2021 and 2020, respectively. Outstanding balances as of December 31, 2021 were due between January 2022 and January 2028.

 

(Continued)


Page 16

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – DEBT (Continued)

 

Notes Payable - Recourse (Continued). Under a $7,000,000 facility, subject to annual review, borrowings are collateralized by a combination of first lien on the equipment and assignment of rents and a second lien on the equipment representing the leased equipment’s residual values. On this facility, $2,776,787 and $5,217,438 was outstanding as of December 31, 2021 and 2020, respectively. Outstanding balances as of December 31, 2021 were due between January 2022 and September 2025.

Under a $10,000,000 facility, subject to annual review, borrowings are collateralized by a combination of first lien on the equipment and assignment of rents and a second lien on the equipment representing the leased equipment’s residual values. Rates are determined at the time of discounting based on the underlying lease term. On this facility, $3,365,554 and $3,141,421 was outstanding as of December 31, 2021 and 2020, respectively. Outstanding balances as of December 31, 2021 were due between January 2022 and July 2026.

Under a $15,000,000 facility, subject to annual review, borrowings are collateralized by a combination of first lien on the equipment and assignment of rents and a second lien on the equipment representing the leased equipment’s residual values. On this facility, $4,122,105 and $6,566,243 was outstanding as of December 31, 2021 and 2020, respectively. Additionally, the same financial institution provided a $9,000,000 facility for borrowings collateralized by the Company’s equipment leases with a subsidiary, secured by both the rental stream and equipment residual values. On this portion of the facility, $4,431,018 and $1,873,644 was outstanding as of December 31, 2021 and 2020, respectively. Outstanding balances as of December 31, 2021 were due between January 2022 and December 2026. The debt agreement includes covenants for minimum tangible net worth.

Under a $2,500,000 facility, subject to annual review, borrowings are collateralized by a combination of first lien on the equipment and assignment of rents and a second lien on the equipment representing the leased equipment’s residual values. On this facility, $1,706,853 and $1,248,058 was outstanding as of December 31, 2021 and 2020, respectively. Outstanding balances as of December 31, 2021 were due between January 2022 and October 2026.

Under a $28,000,000 facility, subject to annual review in June 2022, the Company may borrow either funding against lease stream payments or equity residual in equipment. The periodic payments are determined by the underlying equipment lease streams and/or residual values of equipment, with both interest rate and principal payments being determined at the time of line draw by the financial institution. Rates on borrowings from this facility range from 200 to 450 basis points over the like term swap rate at the time of borrowing, with $9,311,551 and $12,599,717 outstanding as of December 31, 2021 and 2020, respectively. Borrowings for equity residuals are priced at 2.00% over the corresponding non-recourse stream rate for the underlying transaction. Outstanding balances as of December 31, 2021 were due between January 2022 and December 2026. There are additional loans with this financial institution of which $132,154 and $864,851 was outstanding as of December 31, 2021 and 2020, respectively. In addition, the Company provides a $400,000 corporate guarantee on the corporate credit cards issued by this financial institution for use by a Company subsidiary. The debt agreement includes covenants for minimum tangible net worth.

The Company has a borrowing arrangement collateralized by a first lien on the equipment and assignment of rents on a pool of lease transactions totaling $66,190,220 and $22,456,096 outstanding as of December 31, 2021 and 2020, respectively, at a borrowing rate ranging from 3.50% to 5.95%. Of the total transactions, $11,912,337 and $12,748,781 as of December 31, 2021 and 2020, respectively, is secured on a recourse basis for a portion of the equipment’s residual values. The recourse portion of this transaction will amortize with cash flow from residual values. Management estimates that this obligation will fully amortize by October 2025. An additional $7,500,000 was provided on a recourse basis at 5.25% of which $2,245,059 and $3,663,790 was outstanding as of December 31, 2021 and 2020, respectively.

 

(Continued)


Page 17

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – DEBT (Concluded)

 

Notes Payable - Recourse (Concluded). Principal payments on recourse notes payable as of December 31, 2021 were due as follows:

 

Year Ending December 31

   Amount  

2022

   $ 81,232,770  

2023

     16,799,271  

2024

     14,665,598  

2025

     7,993,646  

2026

     4,348,651  

Thereafter

     54,300  
  

 

 

 
   $ 125,094,236  
  

 

 

 

Senior Secured Debt - Related Party. During 2020, the Company borrowed $80,000,000 under a recourse senior secured debt facility with SLR. The interest rate on the facility is floating at 90-day LIBOR plus 7.00%. Interest payments are due quarterly until maturity in December 2024. The debt is collateralized by a subordinated lien on the Company’s leased assets and the Company’s outstanding rollover equity interests. The debt agreement includes covenants for minimum tangible net worth and leverage. The outstanding balance including accrued interest was $80,000,000 as of December 31, 2021 and 2020. For the year ended December 31, 2021 and period ended December 31, 2020, the Company incurred and paid related party interest of approximately $6,489,000 and $1,051,000, respectively.

Notes Payable - Non-Recourse. Non-recourse notes payable are collateralized by the assignment of rent and the equipment value under lease. The financial institutions have a first lien on the underlying leased equipment with no further recourse against the Company in the event of default by lessee. Interest rates range from 1.70% to 8.90%. Under these arrangements, each lease is financed under a separate borrowing. Non-recourse debt and related interest expense is paid by funds from assigned committed term lease payments with various financial institutions. The outstanding balance was $233,276,889 and $207,051,280 as of December 31, 2021 and 2020, respectively.

Principal payments on non-recourse notes payable as of December 31, 2021 were due as follows:

 

Year Ending December 31

   Amount  

2022

   $ 88,626,632  

2023

     60,460,422  

2024

     37,451,922  

2025

     21,073,706  

2026

     13,644,962  

Thereafter

     12,019,245  
  

 

 

 
   $ 233,276,889  
  

 

 

 

NOTE 6 – MEMBERS’ EQUITY

All members of the Company have the same rights, preferences, and privileges. Profits, losses, and distributions are allocated in accordance with the Operating Agreement.

The Company has two classes of units: Common units and Preferred units. There were no Preferred units issued and outstanding as of December 31, 2021 and 2020.


Page 18

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 7 – LEASE COMMITMENTS

The Company leases various facilities under the terms of non-cancelable operating leases which expire from February 2022 through July 2028 which call for monthly rental payments ranging from approximately $500 to $30,000 per month. Total rent expense under these leases was approximately $1,040,000 and $128,000 for the year ended December 31, 2021 and period ended December 31, 2020, respectively. Approximate total minimum future rent obligations as of December 31, 2021 were as follows:

 

Year Ending December 31

   Amount  

2022

   $ 826,000  

2023

     813,000  

2024

     534,000  

2025

     503,000  

2026

     364,000  

Thereafter

     964,000  
  

 

 

 
   $ 4,004,000  
  

 

 

 

NOTE 8 – INCOME TAXES

The income tax provision consisted of the following components for the year ended December 31, 2021 and the period ended December 31, 2020:

 

     2021      2020  

Deferred

   $ 4,283,422      $ 758,969  

Current

     51,127        —    
  

 

 

    

 

 

 
   $ 4,334,549      $ 758,969  
  

 

 

    

 

 

 

The Company’s deferred income tax assets and liabilities consisted of the following components as of December 31:

 

     2021      2020  

Deferred income tax asset (liability)

     

Depreciation and amortization

   $ (20,201,065    $ (4,722,296

Allowance for doubtful accounts

     3,035        —    

Deferred rent

     —          14,530  

Net operating loss

     15,155,639        4,025,807  

Prepaids

     —          (77,010
  

 

 

    

 

 

 

Net deferred income tax liability

   $ (5,042,391    $ (758,969
  

 

 

    

 

 

 

The Company’s effective income tax rate was approximately 26.30% and 25.90% for the year ended December 31, 2021 and the period ended December 31, 2020, respectively.

NOTE 9 – LITIGATION

From time to time, the Company is subject to litigation arising in the ordinary course of business. It is the opinion of the Company’s management that any claims pending are either covered by insurance or that there is no material exposure to the Company in connection with any proceedings.


Page 19

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated all known subsequent events from December 31, 2021 through February 21, 2022, the date the accompanying consolidated financial statements were available to be issued and is not aware of any material subsequent events occurring during this period that have not been disclosed in the notes to the consolidated financial statements.