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Related Party Transactions
6 Months Ended
Jun. 30, 2020
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5 - Related Party Transactions

Accounts Payable – Related Party

On April 1, 2019, the Company issued 117,092 shares of common stock with an approximate fair value of $0.1 million pursuant to the Separation Agreement with a former officer to settle $38,000 of advances and approximately $0.3 million of accounts payable – related party. The Company recorded a gain of $0.2 million associated with the issuance of this common stock, which is included in gain on conversion of accounts payable – related party in the accompanying condensed consolidated statement of operations.

On February 15, 2019, the Company entered into an agreement to lease software technology for operations from a company owned by one of the Company’s officers. Under the agreement, the Company pays a monthly fee for this technology based on the number of

devices installed across the Company’s fleet. During the three and six months ended June 30, 2020, the Company recognized expense of approximately $0.3 million and $0.6 million related to this software technology, respectively, and the amount included in accounts payable as of June 30, 2020 was $0. During the three and six months ended June 30, 2019, the Company recognized expense of approximately $0.1 million and $0.3 million related to this software technology, respectively, and the amount included in accounts payable as of June 30, 2019 was $0.1 million.

Due from Related Party

Certain related party receivable and payable balances were acquired as part of the Sheehy acquisition (see Note 2, Acquisitions and Divestiture – Sheehy) as of January 2, 2019. SEI and NADS are companies controlled by the former owner of Sheehy, who was an officer of the Company until October 9, 2020. The transactions representing the balance due to SEI and due from NADS at January 2, 2019 were for ordinary course business transactions incurred prior to the acquisition. The balance due to the officer on the acquisition date represents personal funds advanced to Sheehy for general working capital purposes prior to the acquisition. On January 7, 2019, the Company transferred a total of $0.15 million to SEI to fully repay the balance due to the officer and reduce the payable due to SEI.

 

($ in thousands)

 

January 2, 2019
(Acquisition date)

 

Due to Sheehy Enterprises, Inc.

 

$

(440

)

Due from North American Dispatch Systems

 

 

777

 

Due to Officer

 

 

(85

)

 

 

$

252

 

On November 7, 2019, and pursuant to the Intercompany Agreement, the Company assigned $0.4 million of the NADS receivable balance to SEI as full payment of the SEI payable. The remaining NADS receivable of $0.4 million was assigned to SEI as a partial payment of the Sheehy Note (see Note 2, Acquisitions and Divestiture – Sheehy). The remaining principal amount due of $48,000 plus accrued interest of $40,000 was paid in the form of 35,156 shares of EVO common stock. No gain or loss on settlement of related party debt was recorded.

Accrued Interest - Related Party

The Company’s accrued interest - related party consists of the accrued interest payments on stockholders’ and related party debt. Accrued interest - related party was $2.0 million and $1.5 million as of June 30, 2020, and December 31, 2019, respectively.

Off Balance Sheet Arrangements - Collateral Security Pledge Agreement

On January 31, 2019, the Company entered into a letter agreement with SEI to satisfy the Sheehy captive insurance security deposit requirement for 2019 (see Note 12,Commitments and Contingencies – Off Balance Sheet Arrangements – Captive Insurance). The letter agreement references a Collateral Security Pledge Agreement among SEI, Sheehy and the insurance captive (“CSPA”). Under the CSPA, SEI has pledged a total of $0.3 million in cash and investments held in the SEI captive insurance member account. The pledged collateral remains the exclusive property of SEI and any interest earned on the pledged collateral during the term of the agreement will accrue exclusively to the benefit of SEI. The Company has no claim to the pledged collateral or any accrued interest. The letter agreement expired on March 1, 2020, however, the CPSA requires the consent of the Company in order for it to be terminated and the Company has not to date granted its consent.

Purchase of Fixed Assets

On October 15, 2019, the Company entered into an agreement with an existing stockholder to purchase used CNG tractors in exchange for 1,174,800 shares of the Company’s common stock and a warrant to purchase 1,174,800 shares of the Company’s common stock at an exercise price of $2.50 per share. Although the Company has taken possession of the tractors, as of December 31, 2019, the issuance of the common stock and the warrant had not yet occurred. Accordingly, the Company has recorded $3.5 million related to the tractors within property, equipment, and land, net on its consolidated balance sheet, with an associated $3.5 million related to the Company’s obligation to issue the common stock and the warrant to purchase common stock within common stock issuable.

For information regarding additional related-party transactions, see Note 2, Acquisitions and Divestiture, Note 7, Debt, and Note 8, Stockholders’ Deficit and Warrants.