We have certainly come a long way from building a business campus with conference centers, hotels, and the YTB World Headquarters. It seems that the dreams were dashed with a dose of reality and they were relegated to selling off nearly all of their assets to make ends meet
including the K-Mart Worldwide Headquarters in Wood River. Yesterday they
filed an 8-K with the SEC about the sale of the building.
While YTB claims that the transaction is a non-related third party, history indicates that there likely is a relationship somewhere. It may not be evident just yet. It just seems strange that a sweetheart deal like this would be given to complete strangers as this has a lot of risk for YTB, yet does give them some much needed cash flow.
Consider the following:
- The buyer has purchased the building and "all tangible, intangible, and mixed assets"
- The sales price is $7.1 million
- The downpayment is $2,790,000 in cash
- The balance of $4.3 million is being "financed" by YTB as a non-recourse, interest free, unsecured promissory note for a period of three years.*
- If YTB or Zeiser misses three consecutive rent payments or they fail to pay timely, the note goes away as if completely satisfied and the buyer owns the building free and clear.**
- The $4.3 million dollar note can be reduced significantly. Within 18 months, if the buyer can some up with $2.7 million (a 37.2% discount) the note will be deemed satisfied. If they can come up with $3.2 million in more than 18 months and less than 36 months, the note will also be satisfied.
- YTB had the right to buy back the assets once paid off for $6.6 million or if they are able to come up with the cash before the note is paid off, they can buy it back for $3.9 million.
- YTB will pay $1,385 rent per month for three years at which time it will escalate to $20,000 per month for 7 years and adjusted for the CPI.
* Who makes a loan (other than family) that is non interest bearing, unsecured and
non-recourse (which means that YTB cannot take back the building since the note is not secured)? What are the tax ramifications?
** Judging from the ups and downs of YTB/ZamZuu over the years, missing a payment seems to be the norm rather than the exception. They are currently in default on the headquarters loan with FH Partners. But why on earth would you agree to be bound to an agreement based on Zeiser Motors paying their lease on time?
If you do the math on a few scenarios, the buyers stand to make some good coin if all plays out well. This deal will give YTB some more breathing room at least for a few more years.
If the buyer pays off in 18 months, they will have expended $5.5 million on this transaction and will own the building free and clear. If YTB decides to exercise their buyback option, they pay the buyer $6.6 million (if they have it) and the buyer makes a cool $1.1 million in 18 months. (Still not sure why he just didn't sign up to be a Free Agent--aren't they all making millions??)
If the buyer pays off in 36 months, they will have expended $6 million on this transaction and will own the building free and clear. If YTB decides to exercise their buyback option, they pay the buyer $6.6 million (if they have it) and the buyer makes a cool $600K in 36 months.
If the stars align and YTB is able to a) avoid a settlement or trial with Illinois, b) have the class action suits dismissed, c) not have any other large settlements or judgments against them, and d) manage to make money and attract new
astute business people fools to the program, they may come out ahead and the buyer may lose. If after 12 months, YTB decides to exercise their buyback option, they pay the buyer $3.9 million and the buyer will end up having lost $333K on the deal.
But, considering that YTB and ZamZuu has been cash strapped for several years and their stock has consistently closed at 3 cents for the past month and they only have a market cap of $4.1 million, the chances of YTB coming up with this cash in less than 18 months is essentially nil.
Where the $7.1 million comes from is a mystery since it seems there is no intent on either party to take this note to term. Perhaps it is a method to over inflate an asset on a financial statement?
But, this gives YTB some more cash for now and with a dismal 10-K due out at the end of next week, having a "positive" note on the financial statement will give them the ability to make silk out of a sow's ear for 2010 and the first quarter of 2011.