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Commitments and Contingencies and Related Party Transactions
9 Months Ended
Mar. 31, 2020
Commitments and Contingencies and Related Party Transactions  
Commitments and Contingencies and Related Party Transactions

14.          Commitments and Contingencies and Related Party Transactions

Severance Arrangements

Pursuant to the terms of the employment agreements with our Chief Executive Officer, Chief Financial Officer, and other senior employees, employment may be terminated either by the respective employee or by the Company at any time.  In the event an agreement is terminated by us without cause, or in certain circumstances terminates constructively or expires, the terminated employee will receive severance compensation for a period from six to 12 months, depending on the employee, and bonus severance. Additionally, if terminated, our Chief Executive Officer, Chief Financial Officer and certain other senior executives will continue to receive the employer portion of health coverage during their severance period.  At March 31, 2020, the maximum contingent liability under these agreements was $836,000 in the aggregate.

Management Agreement

In February 2019, the Company entered into a management agreement (as amended, the “Management Agreement”) with CIDM LLC (“CIDM” or the “Asset Manager”) under which CIDM LLC provides consulting services and advice to the Board of Directors and the Company’s management regarding asset allocation and acquisition strategy. Effective February 26, 2020, the Management Agreement was assigned to CIDM II, LLC (“CIDM” or the “Asset Manager”).CIDM exclusively manages the Company’s portfolio of publicly traded investments and, subject to the terms of the Management Agreement and the guidelines set forth therein, maintains investment authority over such portfolio, in order to better position the Company to increase its return on assets.  CIDM is an affiliate of the Company’s largest stockholder, JDS1, LLC. 

Under the terms of the Management Agreement, in addition to a quarterly cash payment to compensate CIDM for expenses incurred in connection with providing these services, the Company pays for these services through the issuance of cash-settled stock appreciation rights (“SARs”) based on increases in the asset value of the Company.  Based on the terms of the SARs and the Management Agreement, CIDM may not exercise the SARs unless there are certain qualifying changes of control of the Company (which does not include any change of control related to the stock ownership of CIDM or its affiliates, including JDS1, LLC).  CIDM and its affiliates are subject to standard trading restrictions and standstill provisions during the effective term of the Management Agreement.

As of March 31, 2020, the Company has issued 711,695 SARS to CIDM. If a qualified change of control had occurred on March 31, 2020, the Company would have been required to settle the issued SARS for $2,420,000, using the Company’s March 31, 2020 closing stock price.  Based on the Company’s total assets as of March 31, 2020 and growth in net asset value (as defined in the Management Agreement) over the course of calendar year 2020, we expect to issue an additional 68,995 SARs to CIDM during the fourth quarter of our fiscal year 2021.  The ultimate contingent liability associated with this cash-settled SAR commitment is dependent on certain change-of-control events. Neither the amount nor the range of possible amounts associated with this contingent liability is able to be estimated at the present time, as the future stock price of the Company cannot be predicted, but such liability is not limited by the terms of the Management Agreement and if realized may be material to the financial condition and results of operation of the Company.