Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

v3.20.1
Related Party Transactions
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions
Related Party Transactions

Effective October 2015, Investacorp's lease with Frost Real Estate Holdings, LLC (“FREH”), an entity affiliated with the Company’s former chairman of the board and former principal shareholder, in an office building in Miami, Florida, was renewed and now expires in September 2020. The lease provides for aggregate payments during the five-year term of approximately $2,420 and minimum annual payments of $484. Future payments for the remainder of the lease total $385. Rent expense under such lease amounted to $533, $522 and $506 in 2019, 2018 and 2017, respectively.

Ladenburg’s principal executive offices are located in the same office building in Miami, Florida, where approximately 14,050 square feet of office space is leased from FREH. Ladenburg’s lease was renewed effective March 2018 and now expires in February 2023 with two optional five-year extensions. The lease provides for aggregate payments during the remaining term of approximately $1,776 and minimum annual payment of $444. Rent expense under such lease amounted to $560, $565, and $565 in 2019, 2018 and 2017, respectively.

The Company was party to an agreement with Vector, where Vector had agreed to make available to the Company the services of Vector’s Executive Vice President to serve as the President and Chief Executive Officer of the Company and to provide certain other financial, tax and accounting services. Various executive officers and directors of Vector previously served as members of the board of directors of the Company, and Vector owned approximately 10.11% of the Company’s common stock at December 31, 2019. In consideration for such services, the Company agreed to pay Vector an annual management fee plus reimbursement of expenses and to indemnify Vector. The agreement was terminable by either party upon 30 days’ prior written notice. The agreement was terminated in connection withe the Company's merger with Advisor Group Holdings, Inc. ("Advisor Group"). The Company paid Vector $850 in 2019, 2018 and 2017 under the agreement.

In 2015, the Company entered into a Consulting Services Agreement with Nextt Advisors Inc., a corporation owned solely by the son-in-law (the “Consultant”) of the Company’s Chairman, President and Chief Executive Officer. Pursuant to the agreement, the Company paid the Consultant $200 in 2017. Effective January 1, 2018, the consulting agreement was terminated and the consultant became an employee of the Company. The Consultant's total compensation for 2018 was approximately $363, which includes his base salary, annual cash bonus, equity awards and 401(k) matching contributions for 2018. The Consultant's total compensation for 2019 was approximately $455, which includes his base salary, annual cash bonus, equity awards and 401(k) matching contributions for 2019.

SSN has an operating lease for office facilities with Cogdill Capital LLC, an entity in which SSN's Chief Executive Officer and Chief Financial Officer are members and own a minority percentage of such entity, which expires in March 2020. Rent expense under such lease amounted to $302 in 2018, $293 in 2018 and $285 in 2017.

The Company was party to an agreement with Castle Brands Inc. ("Castle") under which the Company provided certain administrative, legal and financial services to Castle. The Company's former Chairman, President and Chief Executive Officer, who was also a director of the Company, was also the President and Chief Executive Officer and a director of Castle. Various former Company directors previously served as directors of Castle. The Company received $203 in 2019, $233 in 2018 and $260 in 2017 under this agreement. The agreement was terminated in 2019.

In 2018, in connection with the offering of Notes, as more fully described in Note 14, certain members of management and the Board of Directors of the Company and the former chairman of the board and principal shareholder purchased $10,400 of the 6.5% Senior Notes offered by the Company. See also Note 14 for information regarding other loan transactions involving related parties.

In 2018, Ladenburg acted as underwriter in two offerings of the Company's senior notes for an amount of $693.

Ladenburg holds $1,622 of 7% Senior Notes of the Company and received interest payments of $113 in 2019 and $66 in 2018.

In January 2019, Michael Liebowitz joined the board of directors of the Company. Mr. Liebowitz was President and CEO of Harbor Group, and owned 50% of the equity interests in Harbor Group until the sale of Harbor Group in September 2018. During the years ended December 31, 2019 and 2018, Harbor Group was paid by unaffiliated insurance carriers approximately $183 and $884, respectively, in brokerage commissions for placing policies covering the Company and its subsidiaries. Mr. Liebowitz did not receive any direct compensation from the Company during the years ended December 31, 2019 or 2018. Mr. Liebowitz resigned as a member of the Company's board of directors upon the consummation of the Company's merger with Advisor Group.