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RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2019
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 13.  RELATED PARTY TRANSACTIONS

 

Mr. Hastings, our former Chief Executive Officer, Mr. Whiteley, our former Chief Financial Officer and General Counsel, and our former Vice President Finance were owners in Speculative Seismic Investments, LLC (“SSI”), which was a lender under our senior loan facility in the principal amount of $0.6 million.  In February 2019, SSI assigned its entire principal amount to another unaffiliated lender in a private transaction.  As of June 30, 2019, SSI is no longer a lender under our senior loan facility.  

 

As of June 30, 2019, Mr. Hastings is a lender under our credit facility in the principal amount of $0.5 million and a holder of our 2023 Notes in the principal amount of $1.0 million.

 

Mr. Hastings has an ownership interest in Fairweather Science, LLC (“Fairweather Science”), a company that provides specialized environmental support services to clients in Alaska’s natural resource industry.  In the three months ended June 30, 2019 and 2018, we did not record any expenses related to services provided by Fairweather Science.  In the six months ended June 30, 2019, we recorded expenses of $31 thousand related to services provided by Fairweather Science, LLC.  We did not record any expenses related to services provided by Fairweather Science in the six months ended June 30, 2018.  Mr. Hastings also has an ownership interest in Fairweather, LLC (“Fairweather”), a company that provides aviation weather observation services to remote regions in Alaska.  In each of the three months and six months ended June 30, 2019 and 2018, we did not record any expenses related to services provided by Fairweather.

 

Mr. Whiteley owns RVI.  In each of the three months ended June 30, 2019 and 2018, RVI billed us $0.1 million for legal and professional services.  In the six months ended June 30, 2019 and 2018, RVI billed us $0.3 million and $0.4 million, respectively, for legal and professional services.  These payments were determined to be a misappropriation of funds, and are included in misappropriation of funds on our unaudited condensed consolidated statements of operations.

 

A member of our operations management team owns Inupiate Resources LLC which provides us with certain specialty personnel.  In the three months ended June 30, 2019 and 2018, we incurred $0.1 million and $52 thousand, respectively, in expenses associated with contract labor.  In the six months ended June 30, 2019 and 2018, we incurred $0.3 million and $0.1 million, respectively, in expenses associated with contract labor.

 

Three members of our operations management team own Inupiate Resources Leasing LLC which provides us with certain equipment.  In the three months and six months ended June 30, 2019, we incurred $0.1 million and $0.2 million, respectively, in expenses associated with leased equipment.  We did not incur any expenses in the three months and six months ended June 30, 2018.

 

A member of our operations management team owns Summit Air Resources which provided us with certain salvage services.  We did not incur any expenses related to these services in each of the three months ended June 30, 2019 and 2018.  In the six months ended June 30, 2019 and 2018, we incurred $32 thousand and $34 thousand, respectively, related to these services.

 

ASV is a VIE indirectly owned and/or controlled by Mr. Hastings and Mr. Whiteley (see Note 2).

 

As of January 27, 2020, three of the holders of the indebtedness outstanding under our credit facility, senior loan facility and 2023 Notes represent (together with their affiliates) approximately 90%, 72% and 90%, respectively, of the total principal amounts outstanding under such debt financing arrangements.  These holders also collectively own 18% of the shares of our outstanding common stock, 62% of the shares of our outstanding common stock, including shares of common stock issuable upon the exercise of our outstanding Series C, D, E and F common stock warrants (including the Series F warrants to be issued upon receipt of shareholder approval), and 76% of the shares of our outstanding common stock, including shares of common stock issuable upon the exercise of our outstanding Series C, D, E and F common stock warrants (including the Series F warrants to be issued upon receipt of shareholder approval) and upon conversion of our 2023 Notes, respectively.

 

Moreover, the three lenders are parties to certain registration rights agreements, by and among us and certain of our stockholders.