InvestorsHub Logo

JoshTaeger

11/30/16 6:58 PM

#33690 RE: Following JR #33689

From the most recent 10-Q:

(9) Related Party Transactions

During the fourth quarter of 2015, the Company renewed a Reimbursement of Services Agreement for a minimum of one year with Richmont Holdings - a closely held company by the Company's Chairman and CEO. The Company has begun to establish an infrastructure of personnel and resources necessary to identify, analyze, negotiate and conduct due diligence on direct-to-consumer acquisition candidates. However, the Company continues to need advice and assistance in areas related to identification, analysis, financing, due diligence, negotiations and other strategic planning, accounting, tax and legal matters associated with such potential acquisitions. Richmont Holdings and its affiliates have experience in these areas and the Company wishes to draw upon such experience. In addition, Richmont Holdings had already developed a strategy of acquisitions in the direct-to-consumer industry and has assigned and transferred to us the opportunities it has previously analyzed and pursued. The Company has agreed to pay Richmont Holdings a reimbursement fee (the “Reimbursement Fee”) each month and the Company agreed to reimburse or pay the substantial due diligence, financial analysis, legal, travel and other costs Richmont Holdings incurred in identifying, analyzing, performing due diligence, structuring and negotiating potential transactions. During the three months ended March 31, 2016 and 2015, the Company recorded approximately $480,000 and $504,000 of expenses that relate to the Reimbursement Fee, respectively, that are included in general and administrative expenses in the condensed consolidated statements of operations. On February 26, 2015 the Company received a loan from Richmont Capital Partners V (“RCP V”) in the amount of $425,000. The loan does not currently bear interest and has no set maturity date. As of March 31, 2016 and December 31, 2015, there was a related party payable balance of approximately $546,000 and $576,000 due to Richmont Holdings included in related party payables on the Company's balance sheet, respectively.

From the most recent 10-K:

(9) Related Party Transactions

During the fourth quarter of 2013, we renewed a Reimbursement of Services Agreement for a minimum of one year with Richmont Holdings. JRJR has begun to establish an infrastructure of personnel and resources necessary to identify, analyze, negotiate and conduct due diligence on direct-to-consumer acquisition candidates. However, we continue to need advice and assistance in areas related to identification, analysis, financing, due diligence, negotiations and other strategic planning, accounting, tax and legal matters associated with such potential acquisitions. Richmont Holdings and its affiliates have experience in these areas and we wish to draw upon such experience. In addition, Richmont Holdings had already developed a strategy of acquisitions in the direct-to-consumer industry and has assigned and transferred to us the opportunities it has previously analyzed and pursued. JRJR has agreed to pay Richmont Holdings a reimbursement fee (the “Reimbursement Fee”) each month and we agreed to reimburse or pay the substantial due diligence, financial analysis, legal, travel and other costs Richmont Holdings incurred in identifying, analyzing, performing due diligence, structuring and negotiating potential transactions. During the years ended December 31, 2015 and 2014, we recorded $2.2 million and $1.9 million of expenses that relate to the Reimbursement Fee, respectively, that are included in selling, general and administrative expense in the consolidated statements of operations. The board of directors approved an additional management fee of $232,000 over the base agreement in 2015. As of December 31, 2015, there was a related party payable balance of approximately $580,000 which is included as an offset to our related party payables shown on our balance sheet.