Related-Party Transactions | 13. Related-Party Transactions Leasing Transactions Certain operating companies lease their operating facilities from HOV RE, LLC and HOV Services Limited, which are affiliates through common interest held by Ex-Sigma 2 LLC, our largest stockholder. The rental expense for these operating leases was $0.2 million and $0.2 million for the three months ended June 30, 2018 and 2017, and $0.4 million and $0.3 million for the six months ended June 30, 2018 and 2017. Consulting Agreement The Company receives services from Oakana Holdings, Inc. The Company and Oakana Holdings, Inc. are related through a family relationship between certain shareholders and the president of Oakana Holdings, Inc. The expense recognized for these services was $0.1 million for the three months ended June 30, 2018 and no such expense was recognized for the three months ended June 30, 2017. The expense recognized for these services was $0.1 million for the six months ended June 30, 2018 and no such expense was recognized for the six months ended June 30, 2017. The Company received consulting services from Shadow Pond, LLC. Shadow Pond, LLC is wholly owned and controlled by Vik Negi, our Executive Vice President Treasury and Business Affairs. The consulting arrangement was established to compensate Mr. Negi for his services to the Company prior to becoming an employee. The expense recognized for these services was $0.1 million and $0.2 million for the six months ended June 30, 2018 and 2017, respectively. This consulting arrangement with Shadow Pond, LLC terminated on April 1, 2018 and Mr. Negi continues to provide services as an employee of the Company. As such, there were no additional expenses for the three months ended June 30, 2018. Relationship with HandsOn Global Management The Company incurred management fees to HandsOn Global Management (“HGM”), SourceHOV’s former owner, of $1.5 million and $3.0 million for the three and six month periods ended June 30, 2017. The management agreement terminated in 2017 and there were no such fees for the three and six months ended June 30, 2018. The Company incurred reimbursable travel expenses to HGM of $0.1 million and $0.2 million for the three months ended June 30, 2018 and 2017, and $0.1 million and $0.5 million for the six months ended June 30, 2018 and 2017. Pursuant to a master agreement dated January 1, 2015 between Rule 14, LLC and SourceHOV, the Company incurs marketing fees to Rule 14, LLC, a portfolio company of HGM. Similarly, SourceHOV is party to ten master agreements with entities affiliated with HGM’s managed funds, each of which were entered into during 2015 and 2016. Each master agreement provides SourceHOV with free use of technology and includes a reseller arrangement pursuant to which SourceHOV is entitled to sell these services to third parties. Any revenue earned by SourceHOV in such third-party sale is shared 75%/25% with each of HGM’s venture affiliates in favor of SourceHOV. The brands Zuma, Athena, Peri, BancMate, Spring, Jet, Teletype, CourtQ and Rewardio are part of the HGM managed funds. SourceHOV has the license to use and resell such brands, as described therein. The fee relating to these agreements was $0.2 million and $0.1 million for the three months ended June 30, 2018 and 2017. We incurred fees relating to these agreements of $0.4 million and $0.1 million for the six months ended June 30, 2018 and 2017, respectively. Relationship with HOV Services, Ltd. HOV Services, Ltd. provides the Company data capture and technology services. HOV Services, Ltd is an indirect equity holder of Ex-Sigma LLC. The expense recognized for these services was $0.4 million and $0.5 million for the three months ended June 30, 2018 and 2017, and $0.8 million and $0.9 million for the six months ended June 30, 2018 and 2017, respectively. These expenses are included in cost of revenue in the consolidated statements of operations. Relationship with Apollo Global Management, LLC The Company provides services to and receives services from certain Apollo affiliated companies. Funds managed by Apollo Global Management, LLC have the right to designate two of the Company’s directors. On November 18, 2014, the Company’s subsidiary, Exela Enterprise Solutions, Inc. (Novitex Solutions), entered into a master services agreement with Management Holdings, an indirect wholly owned subsidiary of Apollo. Pursuant to this master services agreement, Novitex Solutions provides Management Holdings printer supplies and maintenance services, including toner maintenance, training, quarterly business review and printer procurement. We recognized revenue of $0.2 million in our consolidated statements of operations from Apollo affiliated companies under this agreement for the three months ended June 30, 2018. We recognized revenue of $0.3 million for the six months ended June 30, 2018 in our consolidated statements of operations from Apollo affiliated companies under this agreement. On January 18, 2017, Novitex Solutions entered into a master purchase and professional services agreement with Caesars Enterprise Services, LLC (“Caesars”). Caesars is controlled by investment funds affiliated with Apollo. Pursuant to this master purchase and professional services agreement, Novitex Solutions provides managed print services to Caesars, including general equipment operation, supply management, support services and technical support. We recognized revenue of approximately $1.0 million and $2.0 million in our consolidated statements of operations from Caesars under this master purchase and professional services agreement for the three and six months ended June 30, 2018. On May 5, 2017, Novitex Solutions entered into a master services agreement with ADT LLC. ADT LLC is controlled by investment funds affiliated with Apollo. Pursuant to this master services agreement, Novitex Solutions provides ADT LLC with mailroom and onsite mail delivery services at an ADT LLC office location and managed print services, including supply management, equipment maintenance and technical support services. We recognized revenue of $0.1 million and $0.2 million in our consolidated statements of operations from ADT LLC under this master services agreement for the three and six months ended June 30, 2018. On July 20, 2017, Novitex Solutions entered into a master services agreement with Diamond Resorts Centralized Services Company. Diamond Resorts Centralized Services Company is controlled by investment funds affiliated with Apollo. Pursuant to this master services agreement, Novitex Solutions provides commercial print and promotional product procurement services to Diamond Resorts Centralized Services Company, including sourcing, inventory management and fulfillment services. The Company recognized revenue of $1.7 million and $4.2 million for the three and six months ended June 30, 2018 and cost of revenue of $0.1 million for the six months ended June 30, 2018 from Diamond Resorts Centralized Services Company under this master services agreement. No cost of revenue was recognized for the three months ended June 30, 2018 under this agreement. In April 2016, subsidiary, Novitex Enterprise Solutions, Inc. (“Novitex Solutions”) entered into a master services agreement with Presidio Networked Solutions Group, LLC (“Presidio Group”), a wholly owned subsidiary of Presidio, Inc., a portion of which is owned by affiliates of Apollo and with a common Apollo designated director. Pursuant to this master services agreement, Presidio Group provides Novitex Solutions with employees, subcontractors, and/or goods and services. For the three and six months ended June 30, 2018 there were related party expenses of $0.2 million and $0.3 million, respectively, for this service. Payable Balances with Affiliates Payable balances with affiliates as of June 30, 2018 and December 31, 2017 are as follows: June 30, December 31, 2018 2017 HOV Services, Ltd $ $ Rule 14 HGM Apollo affiliated company $ $ |