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Related Party Transactions
9 Months Ended
Sep. 30, 2019
Related Party Transactions  
Related Party Transactions

(10)Related Party Transactions

Related party commission expense incurred with unconsolidated investees of the Company amounted to $5.2 million and $4.3 million for the three months ended September 30, 2019 and 2018, respectively. Related party commission expense incurred with unconsolidated investees of the Company amounted to $15.0 million and $13.8 million for the nine months ended September 30, 2019 and 2018, respectively. The sale of equipment and services to these unconsolidated investees amounted to $0.1 million and less than $0.1 million for the three months ended September 30, 2019 and 2018, respectively. The sale of equipment and services to these unconsolidated investees amounted to $0.3 million and $0.2 million for the nine months ended September 30, 2019 and 2018, respectively.

 

Related party balances consist of the following:

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

    

2019

    

2018

 

 

(In thousands)

Receivables from sale of POS devices and peripherals

 

$

 —

 

$

303

Receivables from related companies

 

 

34

 

 

1,568

Due from related parties, current

 

$

34

 

$

1,871

 

 

 

 

 

 

 

Notes receivable, long term

 

 

 —

 

 

915

Due from related parties, long term

 

$

 —

 

$

915

 

 

 

 

 

 

 

Liabilities to related companies

 

 

4,596

 

 

4,824

Due to related parties, current

 

$

4,596

 

$

4,824

 

 

 

 

 

 

 

ISO commission reserve

 

 

385

 

 

385

Due to related parties, long term

 

$

385

 

$

385

 

Madison Dearborn Partners, LLC (“MDP”), a member of EVO, LLC and shareholder of EVO, Inc., provides the Company with consulting services related to business development, financing matters, and potential acquisition activities on an as-needed basis. In addition, the Company reimburses MDP for certain out of pocket expenses. The Company made payments to MDP of less than $0.1 million for each of the nine months ended September 30, 2019 and 2018 for consulting services and expense reimbursement.  The Company made no payments for the three months ended September 30, 2019 and 2018.

Additionally, the Company provides certain professional and other services to Blueapple Inc. (“Blueapple”), a member of EVO, LLC and owner of all outstanding shares of Class B common stock of EVO, Inc.  Blueapple is controlled by entities affiliated with the Company’s founder and chairman, Rafik R. Sidhom. The expense related to these services was less than $0.1 million for each of the three months ended September 30, 2019 and 2018. The expense relates to these services was $0.2 million and $0.1 million for the nine months ended September 30, 2019 and 2018, respectively. During 2018, the Company paid Blueapple $2.4 million in satisfaction of the obligation to pay any further commissions associated with processing revenue to Blueapple and all such future revenue will be retained by the Company.

 

Prior to the Company’s acquisition of the remaining 67% membership interests of Federated US and 100% of the outstanding shares of Federated Canada in September 2018, the Company’s chairman owned one-third of the shares of Federated Canada and an entity wholly owned by relatives of the Company’s chairman owned one-third of the membership interests of Federated US. As a result of the ownership interests, the Company’s founder and chairman and relatives received $15.5 million of the September 2018 Federated acquisition purchase price. In addition, prior to the acquisition, the Company provided card-based processing services and risk assessment services to Federated US in the ordinary course of business for a nominal fee. For the three and nine months ended September 30, 2018, the Company received $0.1 million and $0.4 million, respectively, in revenues in connection with providing services to Federated US. In addition, prior to the acquisition, Federated Canada provided certain marketing services to the Company’s business in Canada. For the three and nine months ended September 30, 2018, the Company paid $1.9 million and $5.8 million, respectively, in fees to Federated Canada for these services.

 

The Company leases office space located at 515 Broadhollow Road in Melville, New York for $0.1 million per month from 515 Broadhollow, LLC. 515 Broadhollow, LLC is majority owned, directly and indirectly, by the Company’s founder and chairman.

 

Receivables from related companies include amounts receivable from the Company’s founder and chairman, or entities controlled by the Company’s founder and chairman, of less than $0.1 million and $0.7 million as of September 30, 2019 and December 31, 2018, respectively. Liabilities held by related companies include payables to a minority held affiliate of $4.0  million and $3.0 million as of September 30, 2019 and December 31, 2018, respectively.

 

A portion of the TRA obligation is payable to members of management and current employees. Refer to Note 5, “Tax Receivable Agreement,” for further information on the tax receivable agreement.

 

The Company, through one wholly owned subsidiary and one unconsolidated investee, conducts business under ISO agreements with a relative of the Company’s founder and chairman pursuant to which the relative of the Company’s founder and chairman provides certain marketing services and equipment in exchange for a commission based on the volume of transactions processed for merchants acquired by the relative of the Company’s founder and chairman. For each of the three months ended September 30, 2019 and 2018, the Company paid commissions of $0.1 million related to this activity. For each of the nine months ended September 30, 2019 and 2018, the Company paid commissions $0.4 million, related to this activity.

 

NFP, the Company’s benefit broker, is a portfolio company of MDP and one of the Company’s executive officers owns a minority interest in NFP. For the three months ended September 30, 2019 and 2018, the Company paid $0.1 million and less than $0.1 million, respectively, in commissions and other expenses to NFP. For the nine months ended September 30, 2019 and 2018, the Company paid $0.2 million and $0.1 million, respectively, in commissions and other expenses to NFP.