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Related-Party Transactions
3 Months Ended
May 02, 2020
Related Party Transactions [Abstract]  
Related-Party Transactions Related-Party Transactions
The Company leases one store under a lease arrangement with AL Florence Realty Holdings 2010, LLC, a wholly owned subsidiary of Books-A-Million, Inc. (BAMM). One of our Directors, Terrance G. Finley is an executive officer of BAMM.  Minimum annual lease payments are $0.1 million, if not in co-tenancy, and the lease termination date is February 2022. Minimum lease payments remaining under this lease at May 2, 2020 and May 4, 2019 were $0.2 million and $0.3 million, respectively.
The Company honored certain contracts in place for its wholly owned subsidiary, City Gear, LLC, upon acquisition. The following listing represents those contracts of which Michael E. Longo, the Company's President and CEO, has an interest in, either directly or indirectly:

Memphis Logistics Group (MLG)

MLG provides logistics and warehousing services to City Gear. Mr. Longo owns a majority interest in MLG and the existing contract is effective through June 2020. The supply chain and logistic transition is currently in the planning stages. In the 13-weeks ended May 2, 2020 and May 4, 2019 payments to MLG under the contract were $1.7 million and $2.0 million, respectively. The amount outstanding to MLG at May 2, 2020, February 1, 2020 and May 4, 2019 was $0.2 million, $0.5 million and $0.4 million, respectively, and is included in accounts payable on our unaudited condensed consolidated balance sheets.

T.I.G. Construction (TIG)

TIG historically performed the majority of new store and store remodel construction for City Gear and is owned by a close relative of Mr. Longo. These functions are currently being transitioned to the Company's property management department. For the 13-weeks ended May 2, 2020 and May 4, 2019, payments to TIG for its services were $0.7 million and $0.4 million, respectively. The amount outstanding to TIG at May 2, 2020, February 1, 2020 and May 4, 2019 was $0.2 million, $0.1 million and $0.2 million, respectively, and is included in accounts payable on our unaudited condensed consolidated balance sheets.

Merchant's Capital (MC)

Merchant's Capital owned the office building where City Gear had its corporate offices in Memphis, Tennessee. Mr. Longo is a 33.3% partner in MC. The initial lease term ended on December 31, 2019 but was extended to April 30, 2020 to allow for the transition of City Gear's corporate office to the Company's Birmingham, Alabama headquarters. In the 13-weeks ended May 2, 2020 and May 4, 2019, minimum lease payments to MC were $51.2 thousand. There were no minimum lease payments remaining under this lease at May 2, 2020. There were no amounts outstanding to MC at May 2, 2020, February 1, 2020 or May 4, 2019.

In addition to the related party interests listed above, Mr. Longo also has a membership interest in the Earnout discussed in Note 4 - Fair Value of Financial Instruments. Pursuant to the Membership Interest and Warrant Purchase Agreement dated October 29, 2018 and based on Fiscal 2020 financial results, original members and warrant holders of City Gear are entitled to the first Earnout payment of $10.0 million, which was paid on June 1, 2020. Mr. Longo is entitled to approximately 22.8% of any Earnout payment or up to $2.3 million of the initial Earnout payment. If the maximum remaining Earnout payment of $15.0 million is earned based on Fiscal 2021 financial results, Mr. Longo would be entitled up to an additional $4.4 million payable in Fiscal 2022.