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Related Party Transactions
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 21 — RELATED PARTY TRANSACTIONS

 

At December 31, 2019, amounts due from related parties of $5,832 includes $145 from GACP I, L.P. ("GACP I") and $12 from GACP II, L.P. ("GACP II") for management fees and other operating expenses, $13 due from B. Riley Principal Merger Corp, a company that consummated its initial public offering on April 11, 2019, and our wholly owned subsidiary, B. Riley Principal Sponsor Co. LLC, is the Sponsor, and $3,846 due from John Ahn, President of Great American Partners, LLC, our indirect wholly owned subsidiary ("GACP"), pursuant to a Secured Line of Promissory Note connected with a Transfer Agreement as further discussed below. At December 31, 2019, the Company had outstanding loan to participations to B. Riley Partners Opportunity Fund, a private equity fund managed by one of our subsidiaries, in the amount of $12,478, and recorded interest expense of $824 during the year ended December 31, 2019 related to B. Riley Partners Opportunity Fund's loan participations.  Our executive officers and board of directors have a 65.3% financial interest, which includes a financial interest of Bryant Riley, our Co-Chief Executive Officer, of 52.8% in the B. Riley Partners Opportunity Fund at December 31, 2019. At December 31, 2018, amounts due from related parties of $1,729 include $194 from GACP I, $724 from GACP II, and $812 from CA Global for management fees, incentive fees and other operating expenses.

 

On April 1, 2019, the Company entered into a Transfer Agreement (the "Transfer Agreement") with GACP II, a fund managed by GACP, and John Ahn, the President of GACP. The Transfer Agreement provides for among other things, the transfer to Mr. J. Ahn 55.56% of the Company's limited partnership interest in GACP II (the "Transferred Interest"), which represents a capital commitment in the aggregate amount of $5,000. In connection with the Transfer Agreement, the Company provided Mr. J. Ahn with a non-recourse, secured line of credit in an aggregate amount of up to $5,003 pursuant to the terms of a Secured Line of Credit Promissory Note (the "Note") dated April 1, 2019, to fund the purchase price of the Transferred Interest. We also entered into a Security Agreement with Mr. J. Ahn on April 1, 2019, which granted to the Company a security interest in the Transferred Interest to secure Mr. J. Ahn's obligations under the Note. The Note is subject to an interest rate per annum of 7.00%. As of December 31, 2019, the principal and accrued interest on the Note were $3,798 (amount transferred as of December 31, 2019) and $48, respectively. For the period from April 1, 2019 (inception) to December 31, 2019 interest earned on the note was $48.

 

The Company periodically participates in loans and financing arrangements for which the Company has an equity ownership and board of director's representation. The Company may also provide consulting services or investment banking services to raise capital for these companies. These transactions can be summarized as follows:

 

Sonim

 

The Company has a loan receivable due from Sonim Technologies, Inc. ("Sonim") that is included in securities owned with a fair value of $9,603 and $11,916 at December 31, 2019 and 2018, respectively. The principal amount due on the loan at December 31, 2019 was $9,751, interest is payable at 10.0% per annum with a maturity date of September 1, 2022. During the year ended December 31, 2019, the Company received principal payments in the amount of $3,250. A portion of the loan receivable is convertible into common stock of Sonim at $8.87 per share depending on when the Company elects to exercise its' option to convert the principal balance of the loan into common stock of Sonim.

 

The original loan was made in October 2017 in connection with the Company's initial investment in common stock and preferred stock that was purchased from Sonim's existing shareholders. In October 2017, the Company also entered into a management services agreement with Sonim to provide advisory and consulting services for management fees of up to $200 per year. The Company earned management fees totaling $42, $200 and $50 during the years ended December 31, 2017, 2018 and 2019, respectively. The management services agreement was terminated in September 2019.

 

Babcock and Wilcox

 

The Company has a last-out term loan receivable due from Babcock & Wilcox Enterprises, Inc. ("B&W") that is included in loans receivable with a total carrying value of $109,147 at December 31, 2019. The carrying value of the loan is comprised of the principal amount of $113,330 less original issue discount of $4,183 at December 31, 2019. Interest is payable monthly at the fixed rate of 12.0% per annum. The loan was made to B&W as part of various amendments to B&W's existing credit agreement with other lenders not related to the Company. In connection with making the loan to B&W, in April 2019 the Company received warrants to purchase 1,666,667 shares of common stock of B&W with an exercise price of $0.01 per share. The option to exercise the warrants expires on April 5, 2022.

 

One of the Company's wholly owned subsidiaries entered into a services agreement with B&W that provided for the President of the Company to serve as the Chief Executive Officer of B&W until November 30, 2020 (the "Executive Consulting Agreement"), unless terminated by either party with thirty days written notice. Under this agreement, fees for services provided are $750 per annum, paid monthly. In addition, subject to the achievement of certain performance objectives as determined by B&W's Compensation Committee of the Board, a bonus or bonuses may also be earned and payable to the Company. In June 2019, the Company was granted a total of $2,000 in cash bonuses by B&W in accordance with the Executive Consulting Agreement.

 

On January 31, 2020, the Company provided B&W with $30,000 of additional last out term loans pursuant to new amendments to B&W's existing credit agreement discussed above. Pursuant to the new amendment, the company also agreed upon a term sheet pursuant to which B&W would undertake a refinancing transaction on or prior to May 11, 2020 (the "Refinancing") and B&W and the existing lenders would amend and restate the credit agreement. As part of the Refinancing, the size of the B&W's board of directors may also be reduced to five members, with the Company retaining the ability to appoint two members. On January 31, 2020, the Company also entered into a letter agreement with B&W pursuant to which the Company agreed to fund any shortfall in the $200,000 of new debt or equity financing required as part of the terms of the Refinancing to the extent such amounts have not been raised from third parties on the same terms contemplated by the Refinancing.

 

Maven

 

The Company has a loan receivable due from theMaven, Inc. ("Maven") that is included in securities owned with a fair value of $21,150 and $10,077 at December 31, 2019 and 2018, respectively. The Company also has a loan receivable due from theMaven, Inc. ("Maven") that is included loans receivable with a carrying value of $47,933 at December 31, 2019, which is comprised of the principal balance due in the amount of $49,921, less original issue discount of $1,988. Interest on these loans is payable at 12.0% per annum with maturity dates in June 2022.

 

Franchise Group

 

The Company has a loan receivable due from Vitamin Shoppe, a subsidiary of Franchise Group, Inc., ("Vitamin Shoppe") that is included in securities owned with a fair value of $4,951 at December 31, 2019. Interest is payable at 13.7% per annum with a maturity date of December 16, 2022.

 

The Company also entered into a Commitment Letter, Loan Participant Guaranty and CIBC Guarantee with FRG as disclosed above in Note 17 – Commitments and Contingencies.