Related Party Transactions

6 Months Ended

Jun. 30, 2017

Related Party Transactions

Related Party Transactions

12. Related Party Transactions

Monitoring Agreement

Crestview Advisors, L.L.C. and Stephen Adams (together, the “Managers” and each, a “Manager”) and the Company were parties to a monitoring agreement relating to each Manager’s monitoring of its (or its affiliate’s) investment in CWGS, LLC. Pursuant to the monitoring agreement, CWGS, LLC agreed to pay each of the Managers an aggregate per annum monitoring fee equal to $1.0 million, payable in quarterly installments of $250,000. In addition, the Company agreed to reimburse each Manager and its affiliates, employees and agents for up to an aggregate per annum amount of $250,000 for all reasonable fees and expenses incurred in connection with such Manager’s monitoring of its (or its affiliate’s) investment in CWGS, LLC. CWGS, LLC also agreed to indemnify each Manager and its respective affiliates from and against all losses, claims, damages and liabilities arising out of the performance by such Managers’ monitoring of its (or its affiliate’s) investment in CWGS, LLC. For the three and six months ended June 30, 2016, pursuant to the monitoring agreement, the Company incurred monitoring fees of $0.5 million and $1.0 million, respectively, and reimbursed fees and expenses of $0.1 and $0.3 million, respectively. The monitoring agreement was terminated upon the consummation of the Company’s IPO.

Transactions with Directors, Equity Holders and Executive Officers

FreedomRoads leases various retail locations from managers and officers. During the three months ended June 30, 2017 and 2016, the related party lease expense for these locations was $0.5 million and $0.4 million, respectively. During the six months ended June 30, 2017 and 2016, the related party lease expense for these locations was $0.9 million and $0.7 million, respectively.

In January 2012, FreedomRoads entered into a lease (the “Original Lease”) with respect to the Company’s Lincolnshire, Illinois offices, which was amended in March 2013 in connection with the Company’s leasing of additional premises within the same office building (the “Expansion Lease”). The Original Lease is payable in 132 monthly payments of base rent equal to approximately $29,000, commencing April 2013, subject to annual increases. The Expansion Lease is payable in 132 monthly payments of base rent equal to approximately $2,500, commencing May 2013, subject to annual increases. Marcus Lemonis, the Company’s Chairman and Chief Executive Officer, has personally guaranteed both leases. During the three months ended June 30, 2017 and 2016, we made payments of approximately $176,000 and $168,000, respectively, in connection with the Original Lease, which includes approximately $79,000 and $72,000, respectively, for common area maintenance charges on the Original Lease, and we made payments of approximately $8,000 and $8,000, respectively, in connection with the Expansion Lease. During the six months ended June 30, 2017 and 2016, we made payments of approximately $352,000 and $336,000, respectively, in connection with the Original Lease, which includes approximately $158,000 and $145,000, respectively, for common area maintenance charges on the Original Lease, and we made payments of approximately $17,000 and $16,000, respectively, in connection with the Expansion Lease.

Other Transactions

The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Company’s retail locations from Precise Graphix, LLC (“Precise Graphix”). Mr. Lemonis has a 33% economic interest in Precise Graphix and the Company paid Precise Graphix $0.9 million and $0.8 million for the three months ended June 30, 2017 and 2016, respectively, and the Company paid Precise Graphix $1.2 million and $1.4 million for the six months ended June 30, 2017 and 2016, respectively.