|
Related Party Transactions
|
12 Months Ended |
|---|---|
|
Dec. 31, 2014
|
|
| Related Party Transactions [Abstract] | |
| Related Party Transactions |
Related Party Transactions
PAR 2012 Financing
In connection with certain bridge loans issued in 2011 and 2012, PAR loaned Row 44 $13.0 million and was granted warrants to purchase 65 million shares of Row 44’s common stock. In August 2012, PAR exercised these warrants. In connection with a subsequent financing in 2012, PAR’s bridge loans were converted into 55.7 million shares of Row 44’s Series C-2 Preferred Stock and PAR obtained certain warrants to purchase additional shares of Row 44’s Series C-2 Preferred Stock.
Subscription Receivables with Employees
In December 2012, Row 44 entered into an agreement with one of its officers to stock-settle his note receivable and accrued interest, which amounted to $0.5 million, in exchange for certain shares of Row 44’s common stock held by the officer.
In 2012, a former officer at Row 44 terminated employment. At December 31, 2014, 2013 and 2012, the balance of the former officer’s receivables amounted to $0.5 million and is presented as subscriptions receivable. The Company recognizes interest income when earned, using the simple interest method. Interest amounts recognized by the Company during the years ended December 31, 2014, 2013 and 2012, were not material. The Company makes ongoing assessments regarding the collectability of the notes receivable and subscriptions receivable balances.
PAR Backstop Fee
In connection with the closing of the Row 44 Merger, the Company paid PAR $11.9 million under a backstop fee agreement. This was recorded as transaction costs reflected in operating results as a general and administrative expense in the twelve month period ended December 31, 2013.
Agreement with Board Member and Former AIA Executive
During the three months ended September 30, 2013, the former CEO of AIA, who is also a current Board member, entered into a consulting agreement and mutual general release, which was subsequently amended (as so amended, the “Consulting Agreement”). The Consulting Agreement provides that, among other things, the former executive is entitled to certain remuneration (the “Remuneration Payment”), at the former executive’s option, in exchange for certain releases and subject to the Company closing an equity offering by January 1, 2014. In December 2013, the Company paid the executive $2.0 million in cash and 103,977 fully vested common shares (subject to certain limitations) to satisfy the Remuneration Payment. The executive also received a stock option grant of 25,000 in September 2013 for his service as a Board member, which vests monthly over two years beginning on the date of grant. During the year ended December 31, 2013, we recorded an expense of approximately $3.5 million associated with the Remuneration Payment obligation.
Office Lease Agreement with Employee
In connection with the acquisition of PMG in 2013, the Company acquired an office lease that is currently being occupied and used as part of operations in Irvine, California. This building is majority owned by one of the founding members of PMG, who is currently an employee of the Company. The lease terminates on March 31, 2024. The total rental expense incurred during the years ended December 31, 2014 and 2013 was $0.3 million and $0.1 million, respectively.
Share Repurchases
During the year ended December 31, 2013, the Company repurchased approximately 103,000 shares of its common stock, at a weighted average price of $11.55 per share, from certain officers and employees of the Company for the purpose of satisfying certain federal and state employment tax withholding obligations related to the January 2013 Business Combination. Upon the repurchase, the shares were retired.
Administrative Services
AIA's subsidiary, Entertainment in Motion (“EIM”), rents office space belonging to a company in which AIA's management has an ownership interest. There were no unpaid lease liabilities as of December 31, 2014 and 2013. The Company recognized rent expense of $0.2 million for the years ended December 31, 2014 and 2013. No expenses were recognized during the year ended December 31, 2012. EIM also made a loan to one of its managing directors. As of December 31, 2014 and December 31, 2013, the outstanding balance was $0.1 million.
AIA Earn-Out
The Company recognized an expense of $1.4 million during the year ended December 31, 2014 as a result of the remeasurement of the fair value of the earn-out liability acquired in the AIA stock acquisition. The earn-out is payable to one of the managing directors at EIM. During the year ended December 31, 2014, the Company paid the managing director $1.4 million in connection with the earn-out relating to the year ended December 31, 2013.
PAR Note
In October 2013 and in connection with the IFES acquisition, the Company issued to PAR a $19.0 million convertible promissory note due December 20, 2013 (the “PAR Note”), which was repaid in full in December 2013. Pursuant to the terms of the PAR Note, the Company also paid PAR a one-time fee of approximately $1.0 million and $0.4 million accrued interest in the same period.
PMG Post-Closing Payment
In June 2014, the Company modified the PMG Earn Out to eliminate the PMG Earn Out and certain other purchase obligations and PMG seller rights in exchange for cash consideration of $2.5 million (the “Additional PMG Consideration”). Fifty percent of the additional PMG Consideration was payable after 10 days from closing, and the remaining $1.25 million is payable in four quarterly installments through the first half of 2015. At December 31, 2014, the remaining outstanding balance was approximately $0.9 million.
AIA Noncontrolling Interests Acquisition
In April 2014, the Company acquired the remaining outstanding shares in AIA for a total cash consideration of approximately $21.7 million (the "AIA Consideration"). Included in the AIA Consideration was approximately $2.5 million owed to BF Ventures, an entity in which one of our directors owns an indirect stake of approximately 25%, which was paid in full during the year ended December 31, 2014.
Warrant Exchange
In connection with the Company's offer for the exchange of the Company's outstanding public company warrants for common stock of the Company which closed on September 11, 2014, two members of the Company's board of directors exchanged 7,040,001 warrants for 2,346,446 shares of the Company's common stock with an aggregate value of $32.1 million.
|