XML 88 R29.htm IDEA: XBRL DOCUMENT v3.20.1
RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 22.  RELATED PARTY TRANSACTIONS  

As of December 31, 2019, Mr. Hastings, our former Chief Executive Officer, 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.  In December 2019 and January 2020, we issued 7,159 and 7,166 Series F warrants, respectively, to Mr. Hastings in connection with the amendment to our credit facility and, pursuant to the Warrant Agreement, we agreed to issue 19,682 additional Series F warrants to Mr. Hastings upon shareholder approval of the issuance of the Series F warrants.

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 both 2019 and 2018, we paid $0.1 million to Fairweather Science.  

Mr. Whiteley, our former Chief Financial Officer and General Counsel, owns and controls RVI Consulting, Inc. (“RVI”).  In 2019 and 2018, RVI billed us $0.3 million and $1.1 million, respectively, for legal and professional services that were determined to be a misappropriation of funds from us.  These amounts are included in “Misappropriation of funds” on our consolidated statements of operations.

Mr. Whiteley, or an immediate family member of Mr. Whiteley, is an owner of Woodstone Builders LLC (“Woodstone”) which provided us construction services.  In both 2019 and 2018, we capitalized $0.1 million for certain leasehold improvements constructed by Woodstone.

A member of our operations management team owns Inupiate Resources LLC which provides us with certain specialty personnel.  In 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 leased equipment.  In 2019, we incurred $0.3 million in expenses associated with leased equipment.  We did not incur any expenses in 2018.  In January 2020, we purchased $0.1 million of previously leased equipment from Inupiate Resources Leasing LLC, terminating the equipment leasing relationship.

A member of our operations management team owns Summit Air Resources which provided us with certain salvage services.  In 2019 and 2018, we incurred $31 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 13).

As of March 15, 2020, three of the holders of the indebtedness outstanding under our credit facility, senior loan facility and 2023 Notes represent (together with their respective 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, 61% 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.