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Loan Arrangement with Former Related Party
9 Months Ended
Sep. 30, 2019
Related Party Transactions [Abstract]  
Loan Arrangement with Former Related Party

6. Loan Arrangement with Former Related Party

 

In October 2007, the Company entered into a loan agreement (the “Mann Group Notes” or “Promissory Notes”) with The Mann Group LLC (“The Mann Group”), which has been amended from time to time (including in August 2019 – see Note 7 – Borrowings).  During his lifetime, The Mann Group was controlled by Alfred Mann, who also served as the Company’s chief executive officer until January 2015 and its chairman until February 2016.  Following Mr. Mann’s death in February 2016, control of The Mann Group was assumed by the trustees of the Alfred E. Mann Living Trust (the sole member and managing director of The Mann Group).  None of the trustees is a member of the Company’s management or has the ability to influence the Company.  

 

At the time of Mr. Mann’s death, he beneficially owned approximately 36% of the outstanding shares of the Company’s common stock, including those held by The Mann Group.  Over the next three years, the trustees disposed of a substantial portion of these holdings in accordance with the terms of the applicable trust documents and with Mr. Mann’s instructions. As of October 22, 2019, Mann Group holds approximately 9.2 million shares, which represents less than 5% of the Company’s outstanding common stock. The Company has reserved an additional 14,000,000 shares for issuance to The Mann Group upon the conversion of outstanding amounts under the Mann Group Notes.  The Mann Group convertible note contains a provision that limits conversion to the extent that doing so would result in The Mann Group beneficially owning in excess of 9.99% (19.99% upon 65 days’ written notice from The Mann Group) of the outstanding shares of the Company’s common stock.  

Given that the trustees of the Alfred Mann Living Trust have no influence over, or involvement in the operations of, the Company, the Company has ceased to identify The Mann Group as a related party in its condensed consolidated balance sheets, condensed consolidated statement of operations and the condensed consolidated statement of cash flows. Specifically, the condensed consolidated balance sheet reflects $70.0 million in carrying amount in respect of the Mann Group Notes whereas the Company’s Form 10-Q filed on August 7, 2019 reflects $72.0 million as related party notes and $9.1 million as accrued interest due to related party in the corresponding condensed consolidated balance sheet as of June 30, 2019.