2023-10-30T13:39:06-05:00 2022-12-31 473535842 DAVIS FARR LLP 18201 VON KARMAN AVE SUITE 1100 IRVINE CA 92612 990 2022-01-01 314394320 MOTORCYCLE INDUSTRY COUNCIL INC MOTO 9497274211 2 JENNER 150 IRVINE CA 926183806 ERIK PRITCHARD PRESIDENT & CEO 9497274211 2023-10-27 1 ERIK PRITCHARD 999009999 0 TRITIA FOSTER P02164134 9494742020 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z ERIK PRITCHARD 2 JENNER 150 IRVINE CA 926183806 6647571 0 X WWW.MIC.ORG X 1914 NY MOTORCYCLE INDUSTRY TRADE ASSOCIATION 15 15 35 15 0 0 300000 726865 4476224 5735542 88 585 160381 184579 4936693 6647571 100000 124800 0 0 2347396 2669983 0 0 0 2130515 2844890 4577911 5639673 358782 1007898 8184341 9154852 4424286 4386899 3760055 4767953 X THE MOTORCYCLE INDUSTRY COUNCIL EXISTS TO PRESERVE, PROTECT AND PROMOTE MOTORCYCLING THROUGH GOVERNMENT RELATIONS, COMMUNICATIONS AND MEDIA RELATIONS, STATISTICS AND RESEARCH, AFTERMARKET PROGRAMS, DEVELOPMENT OF DATA COMMUNICATIONS STANDARDS, AND ACTIVITIES SURROUNDING TECHNICAL AND REGULATORY ISSUES. AS A NOT-FOR-PROFIT, NATIONAL INDUSTRY ASSOCIATION, THE MIC SEEKS TO SUPPORT MOTORCYCLISTS BY REPRESENTING MANUFACTURERS, DISTRIBUTORS, DEALERS AND RETAILERS OF MOTORCYCLES, SCOOTERS, ATVS, ROVS, MOTORCYCLE/ATV/ROV PARTS, ACCESSORIES AND RELATED GOODS AND SERVICES, AND MEMBERS OF ALLIED TRADES SUCH AS INSURANCE, FINANCE AND INVESTMENT COMPANIES, MEDIA COMPANIES AND CONSULTANTS. 0 0 GOVERNMENT RELATIONS PROGRAM - THE OBJECTIVE OF THE GOVERNMENT RELATIONS PROGRAM IS TO MONITOR AND RESPOND TO LEGISLATIVE AND REGULATORY MATTERS. STATISTICS PROGRAM - THE OBJECTIVE OF THE PROGRAM IS TO PROVIDE RESEARCH AND STATISTICS TO SUPPORT MOTORCYCLE INDUSTRY COUNCIL OBJECTIVES AND INDUSTRY INFORMATION AND DATA COMMUNICATION NEEDS. 0 1 0 1 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 49 0 35 1 0 0 0 0 0 0 0 0 X 15 15 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X ANN VISAN 9497274211 2 JENNER SUITE 150 IRVINE CA 926183806 X DEREK BROOKS CHAIR OF THE BOARD 1.00 X X 0 0 0 TIM CALHOUN DIRECTOR 1.00 X 0 0 0 KERRY GRAEBER DIRECTOR 1.00 X 0 0 0 JEFF BROWN DIRECTOR 1.00 X 0 0 0 JEFF PROCTOR DIRECTOR 1.00 X 0 0 0 JOEY LINDAHL DIRECTOR 1.00 X 0 0 0 ROD LOPUSNAK DIRECTOR 1.00 1.00 X 0 0 0 SHWAN MCLEAN DIRECTOR 1.00 1.00 X 0 0 0 MARC MCALLISTER DIRECTOR 1.00 X 0 0 0 BILL SAVINO DIRECTOR 1.00 X 0 0 0 ERIC SIEVERS DIRECTOR 1.00 X 0 0 0 ROBIN HARTFIEL DIRECTOR 1.00 X 0 0 0 JIM WOODRUFF SECRETARY/TREASURER 1.00 1.00 X X 0 0 0 JOHN HINZ VICE CHAIR 1.00 X X 0 0 0 ERIK LARSON DIRECTOR 1.00 X 0 0 0 SCOTT SCHLOEGEL SR. VP, GOVT'T RELATIONS 13.13 24.37 X 284255 0 53359 ERIK PRITCHARD PRESIDENT & CEO 8.38 29.12 X 442040 0 34617 ALEXANDER BERGER GENERAL COUNSEL 8.88 28.62 X 230587 0 19619 ROBERT GLADDEN VP, TRAINING OPERATIONS 0.00 37.50 X 0 163564 37012 ELI RALSTON DIRECTOR, IT 9.38 28.12 X 207692 0 44282 JACQUELINE PETERSON VP, COMMUNICATIONS 9.38 28.12 X 210935 0 26875 CINNAMON KERNES VP, MARKET EXPANSION 28.12 9.38 X 189162 0 27182 RAY OCHS VP, TRAINING SYSTEMS 0.00 37.50 X 0 169071 37840 1564671 332635 280786 7 0 1 0 0 726865 726865 MEMBERSHIP DUES 900099 3953254 3953254 MIC CONVENTION/SHOW EV 900099 1312570 1312570 MIC CONSUMER EXPERIENC 900099 216753 216753 RSRS PROGRAM 900099 158016 158016 PARTNER PROGRAMS 900099 90500 90500 4449 4449 5735542 585 585 BANKCARD PROCESSING IN 900099 171109 171109 STATISTICAL ANNUAL 900099 12375 12375 LAW AND REGULATIONS PU 900099 1000 1000 95 95 184579 6647571 5749012 0 171694 X 124800 1256273 953242 44745 270149 145574 8247 30311 874371 447486 71752 225603 81276 133638 428286 47130 297682 89344 DUES & SUBSCRIPTIONS 59920 MEDIA 15726 AUTOMOBILE EXPENSE 7629 POSTAGE & FREIGHT 6638 19851 5639673 4115535 5033630 279660 217222 256458 257577 1216730 862052 58227 354678 157568 138090 2833288 2764717 483605 388938 8184341 9154852 642243 616720 1143563 1533851 2638480 2236328 4424286 4386899 X 3760055 4767953 3760055 4767953 8184341 9154852 1007898 0 X X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 3953254 10260 10260 10260 82633 76943 5690 508355 495768 12587 625742 289341 336401 354678 LOANS FROM RELATED THIRD PARTIES (SVIA, ROHVA) 1900000 LEASE LIABLITY 336328 2236328 X PART X, LINE 2: MIC IS EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE AND SIMILAR STATE CODES. HOWEVER, MIC IS SUBJECT TO THE PROXY TAX ON LOBBYING AND POLITICAL EXPENDITURES. FOR THE YEAR ENDED DECEMBER 31, 2022, MIC INCURRED $2,155 IN PROXY TAX EXPENSE. MIC'S WHOLLY OWNED SUBSIDIARY, TRANSTAND, IS A FOR-PROFIT ENTITY AND IS THEREFORE SUBJECT TO INCOME TAXES. MIC ACCOUNTS FOR INCOME TAXES IN ACCORDANCE WITH THE INCOME TAXES TOPIC OF THE ACCOUNTING STANDARDS CODIFICATION (ASC 740). DEFERRED TAXES ON INCOME RESULT FROM TEMPORARY DIFFERENCES BETWEEN THE REPORTING OF INCOME FOR FINANCIAL STATEMENT AND TAX REPORTING PURPOSES. A VALUATION ALLOWANCE RELATED TO A DEFERRED TAX ASSET IS RECORDED WHEN IT IS MORE LIKELY THAN NOT THAT SOME OR ALL OF THE DEFERRED TAX ASSET WILL NOT BE REALIZED. TRANSTAND HAS FEDERAL AND STATE NET OPERATING LOSS CARRYFORWARDS AT DECEMBER 31, 2022 OF $432,548 AND $0, RESPECTIVELY. THESE NET OPERATING LOSS CARRYFORWARDS BEGAN TO EXPIRE IN 2016 AND WILL CONTINUE TO EXPIRE THROUGH 2033. AS OF DECEMBER 31, 2022, TRANSTAND HAS PROVIDED A FULL VALUATION ALLOWANCE BASED ON MIC'S ASSESSMENT OF THE FUTURE REALIZABILITY OF DEFERRED TAX ASSETS FOR WHICH IT HAS CONCLUDED IT IS MORE LIKELY THAN NOT THAT THESE ITEMS WILL NOT BE REALIZED IN THE ORDINARY COURSE OF OPERATIONS. MIC'S INCOME TAX RETURNS MAY BE SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES. BECAUSE APPLICATION OF TAX LAWS AND REGULATIONS FOR MANY TYPES OF TRANSACTIONS IS SUSCEPTIBLE TO VARYING INTERPRETATIONS, AMOUNTS REPORTED IN MIC'S CONSOLIDATED FINANCIAL STATEMENTS COULD BE CHANGED AT A LATER DATE UPON FINAL DETERMINATION BY TAXING AUTHORITIES. MANAGEMENT BELIEVES THAT APPROPRIATE PROVISIONS FOR ALL OUTSTANDING ISSUES HAVE BEEN MADE FOR ALL YEARS UNDER EXAMINATION AND DOES NOT BELIEVE IT HAS ANY UNCERTAIN INCOME TAX POSITIONS THAT COULD MATERIALLY AFFECT ITS FINANCIAL STATEMENTS AT BOTH THE FEDERAL AND STATE JURISDICTION LEVELS. MIC DOES NOT ANTICIPATE A SIGNIFICANT CHANGE IN UNRECOGNIZED TAX BENEFITS WITHIN THE COMING YEAR. 1 RIGHT RIDER ACCESS FUND 2 JENNER SUITE 150 IRVINE CA 92618 452038902 501(C)(3) 124800 0 TO DEVELOP AND PROVIDE PROGRAMS, MATERIALS AND INFORMATION TO OHV RIDERS, CLUBS ASSOCIATIONS AND AGENCIES IN ORDER TO FUTHER A POSITIVE FUTURE FOR RESPONSIBLE OHV RECREATION. PART I, LINE 2: FOLLOW UP REPORTS ON THE USE OF FUNDING AND ACCOMPLISHMENTS DERIVED THEREFROM PROVIDED EITHER VERBALLY OR VIA WRITTEN SUMMARY BY GRANT RECIPIENTS. X X X X X 0 1 0 ERIK PRITCHARD PRESIDENT & CEO 339040 0 103000 0 0 0 22875 0 11742 0 476657 0 0 0 SCOTT SCHLOEGEL SR. VP, GOVT'T RELATIONS 229255 0 55000 0 0 0 22875 0 30484 0 337614 0 0 0 ELI RALSTON DIRECTOR, IT 196792 0 10900 0 0 0 14418 0 29864 0 251974 0 0 0 ALEXANDER BERGER GENERAL COUNSEL 214587 0 16000 0 0 0 18494 0 1125 0 250206 0 0 0 JACQUELINE PETERSON VP, COMMUNICATIONS 199535 0 11400 0 0 0 15322 0 11553 0 237810 0 0 0 CINNAMON KERNES VP, MARKET EXPANSION 173262 0 15900 0 0 0 15410 0 11772 0 216344 0 0 0 RAY OCHS VP, TRAINING SYSTEMS 0 158571 0 10500 0 0 0 13468 0 24372 0 206911 0 0 ROBERT GLADDEN VP, TRAINING OPERATIONS 0 158664 0 4900 0 0 0 12635 0 24377 0 200576 0 0 PART I, LINE 4B MIC HAS ADOPTED A NONQUALIFIED, DEFERRED COMPENSATION SAVINGS PLAN FOR CERTAIN KEY EMPLOYEES. UNDER THIS ARRANGEMENT, SELECTED EMPLOYEES CONTRIBUTE A PORTION OF THEIR ANNUAL COMPENSATION TO THE DEFERRED COMPENSATION SAVINGS PLAN HELD BY MIC IN AN INVESTMENT ACCOUNT FOR THE BENEFIT OF PLAN PARTICIPANTS. THE INVESTMENT ACCOUNTS ARE TYPICALLY HELD IN MUTUAL FUNDS. FUNDS IN THIS PLAN MAY BE DISTRIBUTED TO EACH PLAN BENEFICIARY WHEN THEY RETIRE FROM SERVICE WITH MIC. UNDER THE TERMS OF THE PLAN, PARTICIPANTS' ACCOUNTS REPRESENT UNSECURED CLAIMS AGAINST MIC. THE PARTICIPANTS' INVESTMENT ACCOUNT HAS BEEN PRESENTED AS DEFERRED COMPENSATION INVESTMENTS, WITH A CORRESPONDING LIABILITY FOR BENEFIT PAYMENTS PRESENTED AS DEFERRED COMPENSATION PAYABLES ON THE ACCOMPANYING FINANCIAL STATEMENTS. THERE WERE NO EMPLOYER CONTRIBUTIONS TO THE PLAN IN 2022. FORM 990, PART VI, SECTION A, LINE 6 MEMBERSHIP IS COMPRISED OF DUES PAYING MEMBERS FORM 990, PART VI, SECTION A, LINE 7A THE GOVERNING BOARD IS ELECTED BY A MAJORITY OF VOTES CAST BY ALL MEMBERS OF THE COUNCIL. MEMBERS, IN GOOD STANDING, WHO PAY MAXIMUM DUES EACH YEAR, MAY DESIGNATE ONE FULL-TIME EMPLOYEE AS A TRUSTEE. THE BALANCE OF THE DIRECTORS ARE ELECTED BY THE MEMBERS WITH MORE THAN ONE-HALF OF THE BOARD CONSISTING OF PERSONS EMPLOYED BY OR OTHERWISE ASSOCIATED WITH VEHICLE MANUFACTURERS, IMPORTERS AND/OR DISTRIBUTORS AND THE REMAINING DIRECTORS EMPLOYED OR OTHERWISE ASSOCIATED WITH MEMBERS WHO ARE NOT SUCH MANUFACTURERS, IMPORTERS, AND/OR DISTRIBUTORS. FORM 990, PART VI, SECTION A, LINE 7B ALL AMENDMENTS TO THE BYLAWS ARE PRESENTED TO AND MUST BE APPROVED BY THE COUNCIL'S MEMBERS. FORM 990, PART VI, SECTION B, LINE 11B A DRAFT COPY OF FORM 990 IS PROVIDED TO MANAGEMENT AND THE AUDIT COMMITTEE FOR REVIEW AND COMMENT; THE ENTIRE BOARD RECEIVES A DRAFT PRIOR TO FILING OF THE TAX RETURN. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY: YOU ARE EXPECTED TO AVOID ANY ACTIVITY, AGREEMENT, BUSINESS INVESTMENT OR INTEREST, OR OTHER SITUATION WHICH COULD APPEAR THAT YOU ARE IMPROPERLY BENEFITTING FROM YOUR EMPLOYMENT WITH THE ASSOCIATIONS. THIS INCLUDES THE USE OF YOUR RELATIONSHIP WITH THE ASSOCIATIONS FOR PERSONAL PROFIT OR ADVANTAGE, EITHER DIRECTLY OR INDIRECTLY, SUCH AS THE TAKING OF MONEY, MERCHANDISE OR SERVICES FROM A VENDOR OR MEMBER FOR PERSONAL GAIN. GOOD JUDGMENT WILL PREVENT THE POSSIBILITY OF A CONFLICT OF INTEREST FROM ARISING. HOWEVER, IF YOU ENGAGE OR PLAN TO ENGAGE IN ANY ACTIVITY OR TRANSACTION WHICH MIGHT CAUSE AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST, YOU MUST DISCLOSE THE SITUATION IN ADVANCE TO YOUR SUPERVISOR. PLEASE CONSULT HUMAN RESOURCES IF YOU HAVE ANY QUESTIONS REGARDING THIS POLICY. THE PRESIDENT, A VICE PRESIDENT OR THE BOARD MUST BE CONSULTED BEFORE THE HIRING OF ASSOCIATES, CONTRACTING FOR SERVICES, OR PURCHASING FROM SUPPLIERS THAT ARE RELATED TO, OR FINANCIALLY ASSOCIATED WITH, AN ASSOCIATE. FORM 990, PART VI, SECTION B, LINE 15 ANNUALLY, THE COMPENSATION COMMITTEE (COMPRISED OF THREE OR MORE ELECTED BOARD MEMBERS) MEETS TO REVIEW, APPROVE, AND DOCUMENT THE PRESIDENT'S COMPENSATION. THE REVIEW PROCESS INCLUDES, BUT IS NOT LIMITED TO, ANALYSIS OF COMPENSATION LEVELS FOR OTHER INDUSTRY LEADERS, AMERICAN RESEARCH CORPORATION SURVEYS AND ANALYSIS OF CEO COMPENSATION, FINANCIAL RESULTS AND STEWARDSHIP, AND ACCOMPLISHMENTS RELATED TO THE ORGANIZATION'S STRATEGIC PLANS. IN ADDITION, THE COMPENSATION COMMITTEE REVIEWS THE COMPENSATION OF THE OTHER OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION. FORM 990, PART VI, SECTION C, LINE 19 THE COUNCIL MAKES AVAILABLE FOR PUBLIC INSPECTION A COPY OF ITS EXEMPTION APPLICATION AND ITS ANNUAL RETURNS FOR THE PRECEDING THREE YEARS FOR ANYONE WHO REQUESTS TO SEE THEM IN PERSON OR IN WRITING. THE DOCUMENTS ARE AVAILABLE DURING REGULAR BUSINESS HOURS AT THE ORGANIZATION'S OFFICE. A COPY IS GENERALLY FURNISHED ON THE SAME DAY WHEN THE REQUEST IS MADE IN PERSON, OR WITHIN 30 DAYS OF RECEIVING A WRITTEN REQUEST. FORM 990 PART VII SECTION A COMPENSATION MOTORCYCLE INDUSTRY COUNCIL, INC. SHARES COMMON PERSONNEL WITH THE FOLLOWING ORGANIZATIONS EXEMPT UNDER IRS CODE SECTION 501(C): SPECIALTY VEHICLE INSTITUTE OF AMERICA MOTORCYCLE SAFETY FOUNDATION, INC. NATIONAL MOTORCYCLE SAFETY FUND, INC. RECREATIONAL OFF-HIGHWAY VEHICLE ASSOCIATION THE RIGHT RIDER ACCESS FUND, INC. TO MINIMIZE OVERHEAD AND ADMINISTRATIVE EXPENSES FOR THE ORGANIZATIONS, SHARED PERSONNEL ARE REQUIRED TO PERFORM CERTAIN ADMINISTRATIVE FUNCTIONS FOR ALL OF THE ORGANIZATIONS. THE DUTIES AND RESPONSIBILITIES ARE SET FORTH IN SEPARATE AGREEMENTS BETWEEN THE ORGANIZATIONS. TO THE EXTENT NECESSARY OR REQUIRED BY THE AGREEMENTS, THE COUNCIL IS REIMBURSED FOR THE COSTS ASSOCIATED WITH THE SERVICES PROVIDED ON BEHALF OF THE OTHER OTHER ORGANIZATIONS. FORM 990, PART IX, LINE 11G CONSULTANTS 112,960. CONTRACTORS 713,273. ALL OTHER FEES FOR SERVICE 9,840. MONITORING 38,298. FORM 990 PART XII LINE 2C THE AUDIT OVERSIGHT PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. SPECIALTY VEHICLE INSTITUTE OF AMERICA 2 JENNER SUITE 150 IRVINE CA 92618 330044256 TRADE ASSOCIATION DC 501(C)(6) 0 RECREATIONAL OFF-HIGHWAY VEHICLE ASSOCIATION 2 JENNER SUITE 150 IRVINE CA 92618 261703128 TRADE ASSOCIATION CA 501(C)(6) 0 NATIONAL MOTORCYCLE SAFETY FUND INC 2 JENNER SUITE 150 IRVINE CA 92618 521228981 MOTORCYCLE SAFETY EDUCATION DC 501(C)(3) LINE 7 MOTORCYCLE SAFETY FOUNDATION INC 0 MOTORCYCLE SAFETY FOUNDATION INC 2 JENNER SUITE 150 IRVINE CA 92618 520963363 TRADE ASSOCIATION DC 501(C)(6) 0 RIGHT RIDER ACCESS FUND INC 2 JENNER SUITE 150 IRVINE CA 92618 452038902 OFF-HIGHWAY VEHICLE SAFETY DC 501(C)(3) LINE 7 0 TRANSTAND INC 2 JENNER SUITE 150 IRVINE CA 92618 204898937 SOFTWARE DEVELOPMENT CA MOTORCYCLE INDUSTRY COUNCIL INC C 1.00000 0 0 1 1 1 1 0 0 0 0 1 0 0 1 1 1 1 1 1 0 MOTORCYCLE SAFETY FOUNDATION Q 284960 COST MOTORCYCLE SAFETY FOUNDATION Q 157252 COST RECREATIONAL OFF-HIGHWAY VEHICLE ASSOCIATION Q 114047 COST RECREATIONAL OFF-HIGHWAY VEHICLE ASSOCIATION Q 90614 COST RIGHT RIDER ACCESS FUND B 124800 COST SPECIALTY VEHICLE INSTITUTE OF AMERICA J 256540 COST SPECIALTY VEHICLE INSTITUTE OF AMERICA E 1000000 PER AGREEMENT SPECIALTY VEHICLE INSTITUTE OF AMERICA Q 101625 COST SPECIALTY VEHICLE INSTITUTE OF AMERICA R 22500 COST SPECIALTY VEHICLE INSTITUTE OF AMERICA E 500000 PER AGREEMENT RECREATIONAL OFF-HIGHWAY VEHICLE ASSOCIATION E 400000 PER AGREEMENT RECREATIONAL OFF-HIGHWAY VEHICLE ASSOCIATION R 9000 COST RIGHT RIDER ACCESS FUND Q 1065 COST SPECIALTY VEHICLE INSTITUTE OF AMERICA R 11250 COST TRANSTAND INC Q 565 COST RECREATIONAL OFF-HIGHWAY VEHICLE ASSOCIATION J 140827 COST MOTORCYCLE SAFETY FOUNDATION J 395729 COST SCHEDULE R PART V MIC INCURS CERTAIN PROGRAM COSTS SHARED WITH MSF, SVIA AND ROHVA, SUCH AS PAYROLL AND RELATED COSTS, UTILITIES, AND OCCUPANCY EXPENSE. DURING THE YEAR ENDED DECEMBER 31, 2022, MIC INCURRED SHARED COSTS WITH AFFILIATED ENTITIES OF APPROXIMATELY $814,464. THESE COSTS ARE REIMBURSED BY THE AFFILIATED ENTITIES THROUGHOUT THE YEAR. AS OF DECEMBER 31, 2022, MIC HAS AN AMOUNT DUE FROM AFFILIATES OF $349,491 FOR THESE SHARED COSTS. ADDITIONAL RELATED PARTY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2022 ARE AS FOLLOWS: MOTORCYCLE SAFETY FOUNDATION MIC HAS AN UNSECURED LOAN AGREEMENT WHEREBY MSF CAN BORROW UP TO $500,000 FROM MIC. THE AGREEMENT SPECIFIES THAT MSF FULLY UTILIZE ITS BANK LINE-OF-CREDIT BEFORE MAKING ANY BORROWINGS FROM MIC. INTEREST IS CHARGED ON BORROWINGS BASED ON THE AVERAGE INTEREST RATE CHARGED ON MSF'S BANK LINE-OF-CREDIT AND THE INTEREST RATE MIC WOULD EARN ON A SWEEP ACCOUNT FOR THE PERIOD THE BORROWINGS ARE OUTSTANDING. DURING 2022, MSF MADE NO BORROWINGS, AND AT DECEMBER 31, 2022, THERE WERE NO OUTSTANDING BORROWINGS UNDER THE LOAN AGREEMENT. SPECIALTY VEHICLE INSTITUTE OF AMERICA ON SEPTEMBER 8, 2015, MIC ENTERED INTO AN UNSECURED PROMISSORY NOTE WITH SVIA IN THE AMOUNT OF $1,000,000, WHICH BEARS INTEREST ON THE UNPAID PRINCIPAL AT A RATE OF 2.25% ANNUALLY UNTIL PAID IN FULL. THERE IS NO MATURITY DATE FOR THE NOTE. FOR THE YEAR ENDED DECEMBER 31, 2022, $22,500 IN INTEREST WAS PAID TO SVIA AND THE PRINCIPAL AMOUNT OUTSTANDING UNDER THE NOTE WAS $1,000,000. ON DECEMBER 5, 2019, MIC ENTERED INTO AN UNSECURED PROMISSORY NOTE WITH SVIA IN THE AMOUNT OF $500,000, WHICH BEARS INTEREST ON THE UNPAID PRINCIPAL AT A RATE OF 2.25% ANNUALLY UNTIL PAID IN FULL. THERE IS NO MATURITY DATE FOR THE NOTE. FOR THE YEAR ENDED DECEMBER 31, 2022, $11,250 IN INTEREST WAS PAID TO SVIA AND THE PRINCIPAL AMOUNT OUTSTANDING UNDER THE NOTE WAS $500,000 RECREATIONAL OFF-HIGHWAY VEHICLE ASSOCIATION ON DECEMBER 5, 2019, MIC ENTERED INTO AN UNSECURED PROMISSORY NOTE WITH ROHVA IN THE AMOUNT OF $400,000, WHICH BEARS INTEREST ON THE UNPAID PRINCIPAL AT A RATE OF 2.25% ANNUALLY UNTIL PAID IN FULL. THERE IS NO MATURITY DATE FOR THE NOTED. FOR THE YEAR ENDED DECEMBER 31, 2022, $9,000 IN INTEREST WAS PAID TO ROHVA AND THE PRINCIPAL AMOUNT OUTSTANDING UNDER THE NOTE WAS $400,000. SCHEDULE R PART V MIC LEASES OFFICE SPACE IN IRVINE, CALIFORNIA, UNDER A NONCANCELABLE OPERATING LEASE AGREEMENT, WHICH IS SCHEDULED TO EXPIRE ON AUGUST 31, 2025. THE LEASE REQUIRES MINIMUM MONTHLY PAYMENTS OF APPROXIMATELY $29,000. MIC SHARES THE OFFICE SPACE AND RELATED EXPENSES WITH MSF, SVIA AND ROHVA. MIC'S PRO RATA SHARE OF THE MONTHLY LEASE PAYMENTS IS APPROXIMATELY $10,000. MIC ALSO LEASES OFFICE SPACE IN ARLINGTON, VIRGINIA, UNDER A NONCANCELABLE OPERATING LEASE AGREEMENT WHICH EXPIRES ON JULY 31, 2023. THE LEASE REQUIRES MONTHLY PAYMENTS OF APPROXIMATELY $7,500. IN ADDITION TO THE MINIMUM MONTHLY PAYMENTS, MIC IS RESPONSIBLE FOR ITS PRO RATA SHARE OF REAL ESTATE TAXES AND OPERATING EXPENSES UNDER THE CALIFORNIA AND THE VIRGINIA LEASE AGREEMENTS. THE LEASE AGREEMENTS CONTAIN PROVISIONS FOR BASE RENT INCREASES OVER THE TERMS OF THE LEASES, AS WELL AS, INCREASES BASED ON MIC'S PRO RATA SHARE OF INCREASES IN REAL ESTATE TAXES AND OPERATING EXPENSES.