arcee-ai/sec-data-full · Datasets at Hugging Face

text stringlengths 0 1.95M
effect of limiting or prohibiting us from satisfying our obligations under the supplemental put agreement or note; ● our manager will have the right to have a representative observe meetings of our board of directors and
have the right to receive copies of all documents and other information furnished to the board of directors; ● our company and its businesses will be restricted in their ability to sell or otherwise dispose of their
property or assets or any businesses they own and in their ability to incur indebtedness (other than in the ordinary course of business)
without granting a lien on the proceeds therefrom to our manager, which lien will secure our obligations under the put provision of our
operating agreement or note; and ● we will be restricted in our ability to (i) engage in certain mergers or consolidations, (ii) sell, transfer
or otherwise dispose of all or a substantial part of our business, property or assets or all or a substantial portion of the stock or
beneficial ownership of our businesses or a portion thereof, (iii) liquidate, wind-up or dissolve, (iv) acquire or purchase the property,
assets, stock or beneficial ownership or another person, or (v) declare and pay distributions to our common shareholders. 23 We have also agreed to indemnify our manager
for any losses or liabilities it incurs or suffers in connection with, arising out of or relating to its exercise of its put right or
any enforcement of terms and conditions of the supplemental put provision of our operating agreement. The put price will be paid prior to the payment
of distributions to our shareholders. If we do not have sufficient liquid assets to pay the put price when due, we may be required to
liquidate assets or incur debt in order to pay the put price. Termination of the management services agreement,
by any means, will not affect our manager’s rights with respect to the allocation shares that it owns. In this regard, our manager
will retain its put right and its allocation shares after ceasing to serve as our manager. As a result, if we terminate our manager,
regardless of the reason for such termination, it would retain the right to exercise the put right and demand payment of the put price. RETAIL AND APPLIANCES BUSINESS Our retail and appliances business is operated
by Asien’s. This business segment, which was acquired in the second quarter of 2020, accounted for approximately 41.5% and 87.2%
of our total revenues for the years ended December 31, 2021 and 2020, respectively. Overview Since 1948, we have been providing a wide variety
of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties, and financing in the
North Bay area of Sonoma County, California. Our main focus is delivering personal sales and exceptional service to our customers at
competitive prices. We operate one of the area’s oldest appliance
stores and are well known and highly respected throughout the North Bay area. We have strong, established relationships with customers
and contractors in the community. We provide products and services to a diverse group of customers, including homeowners, builders, and
designers. As a member of BrandSource, a buying group that offers vendor programs, factory direct deals, marketing support, opportunity
buys, close-outs, consumer rebates, finance offers, and similar benefits, we offer a full line of top brands from U.S. and international
manufacturers. Products and Services Appliance Sales With a showroom display area of approximately
6,000 square feet, we offer a complete line of home and kitchen appliances to residential customers, includin ● Cooking :
Products include cooktops, microwaves, warming drawers, ventilation, wall ovens, ranges and
range tops. Major brands include Beko, BlueStar, Café, DCS, Fisher Paykel, Five Star,
Fulgor Milano, GE, Haier, Jenn-Air, KitchenAid, Maytag, Miele, Monogram, Sub-Zero, Viking,
Whirlpool and Wolf. ● Refrigeration :
Products include a wide variety of refrigerator configurations, freezers and ice makers,
and wine and beer coolers. Major brands include Fisher Paykel, Jenn-Air, KitchenAid, Liebherr,
Miele, Monogram, Perlick, Sub-Zero, Viking and Whirlpool. ● Laundry :
Products include washers, dryers and laundry extras. Major brands include Amana, ASKO, Beko,
Fisher & Paykel, GE, Maytag, Miele, Speed Queen and Whirlpool. ● Clean
Up : Products include dishwashers, trash compactors, and in-sink food waste disposers.
Major brands include AGA, Amana, ASKO, Beko, Café, Cove, Crosley, Fisher Paykel, GE,
Hot Point, Jenn-Air, KitchenAid, Maytag, Miele, Monogram, Viking and Whirlpool. ● Outdoor :
Products include outdoor grills, refrigeration, and storage. Major brands include DCS, Green
Mountain Grills, LYNX, Marvel, Perlick, Sub-Zero, Viking and Wolf. 24 Appliance Services We also offer a variety of appliance services,
including delivery, installation, warranty service and appliance repair and maintenance. We are the largest independent appliance service
company in Sonoma County. Our service technicians are experts, averaging 15 years of field experience with factory training. They are
vendor certified to handle our customers’ kitchen appliance, laundry, and outdoor appliance service needs. We also offer extended
warranties. Pricing We provide premium and super premium products
to the North Bay customer. A significant number of the appliances in our 5,700 SKU catalog are subject to a unilateral minimum retail
price policy, or UMRP, or minimum advertised pricing restrictions. UMRP restricts a reseller from discounting the customer price
for an appliance below a vendor published UMRP and product promotions are solely those specified by the vendor and unilaterally available.
We thrive in the premium market by proving the customer with a higher overall perceived value as well as a competitive total invoice
cost by offering premium service at reasonable rates. Our sales associates are industry professionals with an average more than 15 years
of experience selling appliances. This team of six averages over eleven years seniority with the senior member having been with us for
26 years. The premium appliance market requires this expertise as very often sales and customer service teams are interacting with designers,
builders, and contractors, as well as our core customer, the homeowner. Our hard earned reputation for this expertise in sales, installation
and service accretes to its advantage when it competes directly across product lines that are also available from other local resellers
and big box competitors. Our merchant and sales team are responsible to ensure that pricing and promotion for these appliances are competitive. Vendor/Supplier Relationships We offer more than 36 brands and approximately
5,700 SKUs available for purchase. This depth of vendor relationships gives consumers numerous options in all product categories. Our
top vendors and suppliers are listed in the table below. Supplier Total Purchases (2020) Total Purchases (2021) Percent of Purchases (2021) Riggs Distributing, Inc. $ 3,063,734 $ 2,558,915 28.4 % Whirlpool 1,176,219 1,203,187 13.3 % General Electric 1,527,220 2,411,825 26.7 % Middleby / Viking Range 647,809 786,557 8.7 % Miele 780,726 383,245 4.3 % Fisher Paykel 202,258 455,073 5.0 % R&B 238,647 132,625 1.5 % Blue Star 437,816 349,615 3.9 % Zephyr 258,055 212,444 2.4 % Beko Appliances 143,091 248,323 2.8 % Products are purchased from all suppliers on
an at-will basis. We have no long-term purchase agreements with any supplier. Relationships with suppliers are subject to change from
time to time. Changes in relationships with suppliers occur periodically and could positively or negatively impact our net sales and
operating profits. We believe that we can be successful in mitigating negative effects resulting from unfavorable changes in the relationships
with suppliers through, among other things, the development of new or expanded supplier relationships. Please see Item 1A “ Risk
Factors—Risks Related to Our Retail and Appliances Business ” and Item 1A “ Risk Factors—Risks Related to
Our Business and Structure—The COVID-19 pandemic may cause a material adverse effect on our business ” for a description
of the risks related to our supplier relationships, including those associated with the COVID-19 pandemic. BrandSource Membership We are part of the member-owned buying group,
BrandSource, which has an internal marketing company as well as a company to finance their purchases from some brands. Members of BrandSource can compete with box stores
by banding together under the buying group; the dealers/members own the buying group/co-op. Simply put, the group aids members in helping
them buy better, reduce costs, drive business into their stores and educate them in a way an independent dealer could not do it alone. 25 We believe that the benefits of our membership
with this group inclu ● $19
billion dollar buying power allowing members to compete on the price of products (same as
box store); ● BrandSource
finance through Progressive Leasing so members can get credit approved to purchase goods; ● BrandSource
marketing so members can compete for consumer store traffic. This includes turnkey websites,
digital and social marketing, as well as print and video marketing. This allows members to
actually out-market the box stores locally; ● National
and regional education forums for members to be “in the know” on industry trends,
vendor product knowledge and idea exchange; and ● BrandSource
AVB retail technology solutions and consulting. Marketing We market our products through a variety of methods,
both digital and traditional. Some examples include digital advertising, radio, billboards and “go local” marketing. Digital Advertising We participate in pay-per-click ads, digital
banner ads, YouTube videos, Facebook posts, and similar digital media, through our membership in BrandSource. We also have a professional
and easy-to-use website (www.asiensappliance.com), which allows customers to research, compare, and order products online. This site
is hosted and maintained by BrandSource. Radio We run radio spots on various stations throughout
the year, with most spots promoting our brand. These advertisements strive to promote our experience, expertise, service, local ownership,
and more than 70 years in business. Some radio spots are paid for by appliance manufacturers, in which case we will promote the quality
of the brand, rather than the price. Billboards We have secured two prominent billboards in Sonoma
County: ● Northbound
101 across from the Corby Avenue auto row in Santa Rosa. We advertise on it half the year
at different intervals. ● Southbound
101 in Petaluma near the Petaluma Village Premium Outlets. In many cases, as with the radio ads, appliance
manufacturers will pay for advertising on the billboards. “Go Local” Marketing We also participate in the “GO LOCAL”
marketing organization for locally-owned independent businesses. Members of this organization use a shared brand, targeted advertising,
and a rewards card to increase sales and gain market share. Customers and Markets We currently serve customers in the areas of
Sonoma, Napa, Marin, Lake and Mendocino counties, California. The large majority of customers are homeowners and their contractors, with
the homeowner being key in the final decisions. We have a diverse customer base, with no one customer accounting for more than 5% of
total revenue. Customer Support Customer Service is of critical importance to
our success. We primarily conduct customer service in person or on the telephone, although web-initiated chat, text and email are available
and rapidly growing coordination and communication. We believe in allowing our customer to set the preferred method for communication.
Our role in providing premium appliances can often require substantial pre-sales support, such as when quoting a multi-appliance bid
package for a builder. Since 2020, there has been a material shift toward online sales and the appliance industry is no exception. In
2019, the most popular search terms for the appliance industry ended with the modifier “near me” and in 2020 that modifier
was replaced with “delivered.” Confirming availability, managing backordered product and coordinating delivery and installation
are all critical service functions for us in the extended COVID-19 environment. Our customer service is available to field inbound

effect of limiting or prohibiting us from satisfying our obligations under the supplemental put agreement or note; ● our manager will have the right to have a representative observe meetings of our board of directors and

have the right to receive copies of all documents and other information furnished to the board of directors; ● our company and its businesses will be restricted in their ability to sell or otherwise dispose of their

property or assets or any businesses they own and in their ability to incur indebtedness (other than in the ordinary course of business)

without granting a lien on the proceeds therefrom to our manager, which lien will secure our obligations under the put provision of our

operating agreement or note; and ● we will be restricted in our ability to (i) engage in certain mergers or consolidations, (ii) sell, transfer

or otherwise dispose of all or a substantial part of our business, property or assets or all or a substantial portion of the stock or

beneficial ownership of our businesses or a portion thereof, (iii) liquidate, wind-up or dissolve, (iv) acquire or purchase the property,

assets, stock or beneficial ownership or another person, or (v) declare and pay distributions to our common shareholders. 23 We have also agreed to indemnify our manager

for any losses or liabilities it incurs or suffers in connection with, arising out of or relating to its exercise of its put right or

any enforcement of terms and conditions of the supplemental put provision of our operating agreement. The put price will be paid prior to the payment

of distributions to our shareholders. If we do not have sufficient liquid assets to pay the put price when due, we may be required to

liquidate assets or incur debt in order to pay the put price. Termination of the management services agreement,

by any means, will not affect our manager’s rights with respect to the allocation shares that it owns. In this regard, our manager

will retain its put right and its allocation shares after ceasing to serve as our manager. As a result, if we terminate our manager,

regardless of the reason for such termination, it would retain the right to exercise the put right and demand payment of the put price. RETAIL AND APPLIANCES BUSINESS Our retail and appliances business is operated

by Asien’s. This business segment, which was acquired in the second quarter of 2020, accounted for approximately 41.5% and 87.2%

of our total revenues for the years ended December 31, 2021 and 2020, respectively. Overview Since 1948, we have been providing a wide variety

of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties, and financing in the

North Bay area of Sonoma County, California. Our main focus is delivering personal sales and exceptional service to our customers at

competitive prices. We operate one of the area’s oldest appliance

stores and are well known and highly respected throughout the North Bay area. We have strong, established relationships with customers

and contractors in the community. We provide products and services to a diverse group of customers, including homeowners, builders, and

designers. As a member of BrandSource, a buying group that offers vendor programs, factory direct deals, marketing support, opportunity

buys, close-outs, consumer rebates, finance offers, and similar benefits, we offer a full line of top brands from U.S. and international

manufacturers. Products and Services Appliance Sales With a showroom display area of approximately

6,000 square feet, we offer a complete line of home and kitchen appliances to residential customers, includin ● Cooking :

Products include cooktops, microwaves, warming drawers, ventilation, wall ovens, ranges and

range tops. Major brands include Beko, BlueStar, Café, DCS, Fisher Paykel, Five Star,

Fulgor Milano, GE, Haier, Jenn-Air, KitchenAid, Maytag, Miele, Monogram, Sub-Zero, Viking,

Whirlpool and Wolf. ● Refrigeration :

Products include a wide variety of refrigerator configurations, freezers and ice makers,

and wine and beer coolers. Major brands include Fisher Paykel, Jenn-Air, KitchenAid, Liebherr,

Miele, Monogram, Perlick, Sub-Zero, Viking and Whirlpool. ● Laundry :

Products include washers, dryers and laundry extras. Major brands include Amana, ASKO, Beko,

Fisher & Paykel, GE, Maytag, Miele, Speed Queen and Whirlpool. ● Clean

Up : Products include dishwashers, trash compactors, and in-sink food waste disposers.

Major brands include AGA, Amana, ASKO, Beko, Café, Cove, Crosley, Fisher Paykel, GE,

Hot Point, Jenn-Air, KitchenAid, Maytag, Miele, Monogram, Viking and Whirlpool. ● Outdoor :

Products include outdoor grills, refrigeration, and storage. Major brands include DCS, Green

Mountain Grills, LYNX, Marvel, Perlick, Sub-Zero, Viking and Wolf. 24 Appliance Services We also offer a variety of appliance services,

including delivery, installation, warranty service and appliance repair and maintenance. We are the largest independent appliance service

company in Sonoma County. Our service technicians are experts, averaging 15 years of field experience with factory training. They are

vendor certified to handle our customers’ kitchen appliance, laundry, and outdoor appliance service needs. We also offer extended

warranties. Pricing We provide premium and super premium products

to the North Bay customer. A significant number of the appliances in our 5,700 SKU catalog are subject to a unilateral minimum retail

price policy, or UMRP, or minimum advertised pricing restrictions. UMRP restricts a reseller from discounting the customer price

for an appliance below a vendor published UMRP and product promotions are solely those specified by the vendor and unilaterally available.

We thrive in the premium market by proving the customer with a higher overall perceived value as well as a competitive total invoice

cost by offering premium service at reasonable rates. Our sales associates are industry professionals with an average more than 15 years

of experience selling appliances. This team of six averages over eleven years seniority with the senior member having been with us for

26 years. The premium appliance market requires this expertise as very often sales and customer service teams are interacting with designers,

builders, and contractors, as well as our core customer, the homeowner. Our hard earned reputation for this expertise in sales, installation

and service accretes to its advantage when it competes directly across product lines that are also available from other local resellers

and big box competitors. Our merchant and sales team are responsible to ensure that pricing and promotion for these appliances are competitive. Vendor/Supplier Relationships We offer more than 36 brands and approximately

5,700 SKUs available for purchase. This depth of vendor relationships gives consumers numerous options in all product categories. Our

top vendors and suppliers are listed in the table below. Supplier Total Purchases (2020) Total Purchases (2021) Percent of Purchases (2021) Riggs Distributing, Inc. $ 3,063,734 $ 2,558,915 28.4 % Whirlpool 1,176,219 1,203,187 13.3 % General Electric 1,527,220 2,411,825 26.7 % Middleby / Viking Range 647,809 786,557 8.7 % Miele 780,726 383,245 4.3 % Fisher Paykel 202,258 455,073 5.0 % R&B 238,647 132,625 1.5 % Blue Star 437,816 349,615 3.9 % Zephyr 258,055 212,444 2.4 % Beko Appliances 143,091 248,323 2.8 % Products are purchased from all suppliers on

an at-will basis. We have no long-term purchase agreements with any supplier. Relationships with suppliers are subject to change from

time to time. Changes in relationships with suppliers occur periodically and could positively or negatively impact our net sales and

operating profits. We believe that we can be successful in mitigating negative effects resulting from unfavorable changes in the relationships

with suppliers through, among other things, the development of new or expanded supplier relationships. Please see Item 1A “ Risk

Factors—Risks Related to Our Retail and Appliances Business ” and Item 1A “ Risk Factors—Risks Related to

Our Business and Structure—The COVID-19 pandemic may cause a material adverse effect on our business ” for a description

of the risks related to our supplier relationships, including those associated with the COVID-19 pandemic. BrandSource Membership We are part of the member-owned buying group,

BrandSource, which has an internal marketing company as well as a company to finance their purchases from some brands. Members of BrandSource can compete with box stores

by banding together under the buying group; the dealers/members own the buying group/co-op. Simply put, the group aids members in helping

them buy better, reduce costs, drive business into their stores and educate them in a way an independent dealer could not do it alone. 25 We believe that the benefits of our membership

with this group inclu ● $19

billion dollar buying power allowing members to compete on the price of products (same as

box store); ● BrandSource

finance through Progressive Leasing so members can get credit approved to purchase goods; ● BrandSource

marketing so members can compete for consumer store traffic. This includes turnkey websites,

digital and social marketing, as well as print and video marketing. This allows members to

actually out-market the box stores locally; ● National

and regional education forums for members to be “in the know” on industry trends,

vendor product knowledge and idea exchange; and ● BrandSource

AVB retail technology solutions and consulting. Marketing We market our products through a variety of methods,

both digital and traditional. Some examples include digital advertising, radio, billboards and “go local” marketing. Digital Advertising We participate in pay-per-click ads, digital

banner ads, YouTube videos, Facebook posts, and similar digital media, through our membership in BrandSource. We also have a professional

and easy-to-use website (www.asiensappliance.com), which allows customers to research, compare, and order products online. This site

is hosted and maintained by BrandSource. Radio We run radio spots on various stations throughout

the year, with most spots promoting our brand. These advertisements strive to promote our experience, expertise, service, local ownership,

and more than 70 years in business. Some radio spots are paid for by appliance manufacturers, in which case we will promote the quality

of the brand, rather than the price. Billboards We have secured two prominent billboards in Sonoma

County: ● Northbound

101 across from the Corby Avenue auto row in Santa Rosa. We advertise on it half the year

at different intervals. ● Southbound

101 in Petaluma near the Petaluma Village Premium Outlets. In many cases, as with the radio ads, appliance

manufacturers will pay for advertising on the billboards. “Go Local” Marketing We also participate in the “GO LOCAL”

marketing organization for locally-owned independent businesses. Members of this organization use a shared brand, targeted advertising,

and a rewards card to increase sales and gain market share. Customers and Markets We currently serve customers in the areas of

Sonoma, Napa, Marin, Lake and Mendocino counties, California. The large majority of customers are homeowners and their contractors, with

the homeowner being key in the final decisions. We have a diverse customer base, with no one customer accounting for more than 5% of

total revenue. Customer Support Customer Service is of critical importance to

our success. We primarily conduct customer service in person or on the telephone, although web-initiated chat, text and email are available

and rapidly growing coordination and communication. We believe in allowing our customer to set the preferred method for communication.

Our role in providing premium appliances can often require substantial pre-sales support, such as when quoting a multi-appliance bid

package for a builder. Since 2020, there has been a material shift toward online sales and the appliance industry is no exception. In

2019, the most popular search terms for the appliance industry ended with the modifier “near me” and in 2020 that modifier

was replaced with “delivered.” Confirming availability, managing backordered product and coordinating delivery and installation

are all critical service functions for us in the extended COVID-19 environment. Our customer service is available to field inbound