RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2020

NOTE 13. RELATED PARTY TRANSACTIONS

As of September 30, 2020, Jeff 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.

Brent Whiteley, our former Chief Financial Officer and General Counsel, owns and/or controls RVI Consulting, Inc. No amounts were billed by RVI in the three months or nine months ended September 30, 2020. In the three months and nine months ended September 30, 2019, RVI billed us $0.1 million and $0.3 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 unaudited condensed consolidated statements of operations.

Other related party transactions are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Fairweather Science, LLC ⁽¹⁾	$	95	$	—	$	100	$	31

Inupiate Resources Leasing LLC ⁽²⁾	$	—	$	18	$	150	$	248

Inupiate Resources LLC ⁽³⁾	$	1	$	3	$	419	$	337

Summit Air Resources ⁽⁴⁾	$	—	$	—	$	37	$	32

1856125 Alberta Ltd. ⁽⁵⁾	$	—	$	4	$	84	$	91

Woodstone Builders LLC. ⁽⁶⁾	$	—	$	91	$	—	$	91

⁽¹⁾	Mr. Hastings has an ownership interest in Fairweather Science, LLC, a company that provides specialized environmental support services to clients in Alaska’s natural resource industry.

⁽²⁾	Three members of our operations management team own Inupiate Resources Leasing LLC, which provides us with certain equipment. In January 2020, we purchased $0.2 million of previously leased equipment, terminating the equipment leasing relationship.

⁽³⁾	A member of our operations management team owns Inupiate Resources LLC, which provides us with certain specialty personnel.

⁽⁴⁾	A member of our operations management team owns Summit Air Resources, which provides us with certain equipment and mechanical services.

⁽⁵⁾	A family member of one of our former officers owns 1856125 Alberta Ltd., which provides us with certain equipment and mechanical services.

⁽⁶⁾	Mr. Whiteley, or a former immediate family member of Mr. Whiteley, is an owner of Woodstone Builders LLC which provided us construction services.

ASV is a VIE indirectly owned and/or controlled by Mr. Hastings and Mr. Whiteley.

As of September 30, 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 39% of the shares of our outstanding common stock, 55% 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 73% 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.