Quarterly report pursuant to sections 13 or 15(d)

Related Party Transactions

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Related Party Transactions
3 Months Ended
Mar. 31, 2014
Related Party Transactions
9. Related Party Transactions:

Financings—In February 2014 the Company entered in an arrangement with Aston, an affiliate of our Chairman and Chief Executive Officer, pursuant to which the company borrowed $3.5 million for general corporate purposes. The borrowing bears interest at 9% annually and matures on April 1, 2015. The Company has the option to prepay the note at any time without penalty. In April 2014 the Company borrowed an aggregate of $11.8 million from affiliates of its controlling stockholder pursuant to two separate notes that bear interest at 9% annually. One note for $1.0 million matures on April 1, 2015. The second note for approximately $10.8 million matures on the earliest of April 1, 2015 or the date on which the Company receives proceeds from any debt, factoring or other similar facility or equity securities in the commercial banking, private placement or public markets. The Company has accrued interest of $30,000 at March 31, 2014 on debt outstanding at such date.

Investment AgreementsThe Company has entered into four separate investment agreements with RVL, an affiliate of Aston and the Company’s Chairman and Chief Executive Officer, whereby the Company issued to RVL Series B, C, E and F Convertible Preferred stock for cash aggregating approximately $26 million. The terms of the Series B, C, E and F Convertible Preferred stock are describe in note 7 of the financial statements. In addition, in 2013 an affiliate of RVL purchased 75,000 shares of common stock from the Company for $192,000 at the closing market price of the stock on the date purchased.

Customer FinancingIn 2013, Aston provided $9.9 million in financing to a related group of customers of the Company who used the proceeds to repay its obligations to the Company for the purchase of Company products. The Company has no obligations to Aston with respect to the financing arrangements between the customer and Aston. The Company’s obligations to the customer are limited to the standard warranty obligation on the products sold.

Management Agreement—On April 9, 2013, the Company ratified a management services agreement with Aston (the “Management Agreement”) to memorialize certain management services that Aston has been providing to the Company since RVL acquired majority control of the Company’s voting securities in September 2012. Pursuant to the Management Agreement, Aston provides consulting services in connection with financing matters, budgeting, strategic planning and business development, including, without limitation, assisting the Company in (i) analyzing the operations and historical performance of target companies; (ii) analyzing and evaluating the transactions with such target companies; (iii) conducting financial, business and operational due diligence, and (iv) evaluating related structuring and other matters. In consideration of the services provided by Aston under the Management Agreement, the Company issued 500,000 shares of restricted common stock to Aston to vest in three equal annual increments, with the first such vesting date being September 25, 2013. The Audit Committee of the Board will consider from time to time (at a minimum at such times when the Compensation Committee of the Board evaluates director compensation) whether additional compensation to Aston is appropriate given the nature of the services provided. In April 2014 the Audit Committee approved a grant of 300,000 shares of restricted stock vesting in three annual increments.

Relocation of Corporate HeadquartersDuring the first quarter of 2013, the Company relocated its corporate headquarters to Stamford, Connecticut to a space also occupied by affiliates of the Company’s Chairman and Chief Executive Officer. The terms and conditions of the arrangement have not been finalized but the Audit Committee of the Board agreed to an allocation of the costs of the Stamford headquarters between Aston and the Company. The Company pays L-1 $21,355 monthly, representing it’s proportionate share of the space under the underlying lease. Costs allocated to the Company amounted to $92,000 and $68,000 for the three months ended March 31, 2014 and 2013. Amounts due to Aston at March 31, 2014 amounted to $428,000.

RVL Transaction FeesPursuant to the Series E and Series F Investment Agreement with RVL, the Company agreed to pay certain transaction costs incurred by RVL in connection with its investment. For the year ended December 31, 2013, the Company incurred $33,000 related to these costs. Pursuant to the Series B and C investment agreements with RVL, the Company agreed to pay certain transaction costs incurred by RVL in connection with its investments. For the year ended December 31, 2012, the Company incurred $343,000 related to these costs.