Annual report pursuant to Section 13 and 15(d)

Related Party

v3.8.0.1
Related Party
12 Months Ended
Dec. 31, 2017
Related Party Transactions [Abstract]  
Related Party

Note 11. Related Party

 

Guarantees/Related Party Advances

 

The Chief Executive Officer (“CEO”) provided cash advances witnessed by interest-bearing notes totaling $536 and $504, for the years ended December 31, 2017 and 2016, respectively. Additionally, the CEO provided a personal credit card account for the purchase of goods and services by FTE. While the credit card balances are reflected in the Company’s books and records, the CEO is personally liable for the payment of the entire amount of the open credit obligation, which was $12 and $58 as of December 31, 2017 and 2016, respectively.

 

Additionally, the Company entered into several secured equipment financing arrangements with total obligations of approximately $345 and $298 as of December 31, 2017 and 2016, respectively that required the guaranty of a Company officer, which was provided by him.

 

The Chief Financial Officer (“CFO”) provided an unsecured, interest-bearing note totaling $150 during the year ended December 31, 2017. Additionally, the CFO personally guaranteed several secured equipment financing arrangements with total obligations of approximately $562 and $321 as of December 31, 2017 and 2016, respectively.

 

The CFO also provides a personal credit card account for the purchase of goods and services by FTE. While the credit card balances are reflected in the Company’s books and records, the CFO is personally liable for the payment of the entire amount of the open credit obligation, which was $14 and $58 as of December 31, 2017 and 2016, respectively.

 

Related Party Commissions

 

The Predecessor currently uses the services of HKSE Inc. (“HKSE”) as a consulting firm. HKSE is a company wholly owned and operated by a stockholder of Benchmark and current stockholder of the Company. HKSE is paid commissions computed as a percent of the total annual billings of Benchmark to its clients. For the years ended December 31, 2017 and 2016 (predecessor) and the period from January 1, 2017 through April 20, 2017 (Predecessor), HKSE received commissions totaling $-0--, $13,303 and $285, respectively.

 

Mr. Chris Ferguson, a member of the Board of Directors provided a cash advance in the amount of $142 during the year ended December 31, 2017. The Company owes Mr. Ferguson a total of $47.

 

Common Stock

 

During the year ended December 31, 2017, the Company issued a total of 6,800 shares of common stock to members of the Company’s board of directors having a fair value of at $75 to satisfy $75 of previously accrued directors fees.

 

Benchmark Acquisition

 

On April 20, 2017, the Company issued 1,069,538 shares of the Company’s common stock to the former owners for the acquisition of Benchmark. The shares were valued at $21,658 and were part of the purchase price consideration as detailed in Note 3 Acquisitions.

 

On April 20, 2017, the Company issued Series A convertible promissory notes, in the aggregate principal amount of $12,500 to the former owners of Benchmark and significant shareholders stockholders of the Company, maturing on April 20, 2019. Interest is computed at the rate of 5% percent per annum on the outstanding principal. Interest expense and accrued interest expense was approximately $443 for the year ended December 31, 2017. This Note shall be convertible into conversion shares, at the holder’s option, upon an event of default at a conversion price per share of $11.88.

 

On April 20, 2017, the Company issued Series B Notes in the aggregate principal amount of $30,000 to the former owners of Benchmark and significant shareholders of the Company, which mature on April 20, 2020. Interest is computed at the rate of 3% per annum on the outstanding principal. Interest expense and accrued interest expense was approximately $634 for the year ended December 31, 2017.

 

On April 20, 2017, the Company issued Series C Notes in the aggregate principal amount of $7,500 to the former owners of Benchmark and significant shareholders of the Company, which mature on October 20, 2018. Interest computes at the rate of 3% per annum on the outstanding principal. Interest expense and accrued interest expense was approximately $153 for the year ended December 31, 2017.

 

The following is a summary of the balance of related party notes as of December 31, 2017:

 

Series A Convertible Notes   $ 12,942  
Series B Notes     30,633  
Series C     7,403  
      50,978  
Less discount on related party notes     (5,045 )
Total notes issued to related parties in connection with Benchmark acquisition   $ 45,933  

 

The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows:

 

2018   $ 7,403  
2019     12,942  
2020     30,633  
2021      
2022      
Thereafter      
Total   $ 50,978