Related-Party Transactions | 14 . 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 $0.1 million and $0.2 million for the three months ended June 30, 2019 and 2018, respectively, and $0.3 million and $0.4 million for the six months ended June 30, 2019 and 2018, respectively. 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, 2019 and 2018, respectively. The expense recognized for these services was $0.1 million for the six months ended June 30, 2019 and 2018, respectively. 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 and $0.2 million for the three and six months ended June 30, 2018, 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 and six months ended June 30, 2019. Relationship with HandsOn Global Management 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 HOVS LLC and HandsOn Fund 4 I, LLC (“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 $0.1 million and $0.2 million for the three months ended June 30, 2019 and 2018, respectively. The Company incurred fees relating to these agreements of $0.1 million and $0.1 million for the six months ended June 30, 2019 and 2018, 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 2 LLC. The expense recognized for these services was $0.4 million for the three months ended June 30, 2019 and 2018, respectively, and $0.8 million for the six months ended June 30, 2019 and 2018, 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 Global Management, LLC (“Apollo”) affiliated companies. Funds managed by Apollo have the right to designate two of the Company’s directors. On November 18, 2014, the Company's subsidiary, Exela Enterprises Solutions, Inc. (“Solutions”), entered into a master services agreement with Management Holdings, an indirect wholly owned subsidiary of Apollo. Pursuant to this master services agreement, Solutions provides Management Holdings printer supplies and maintenance services, including toner maintenance, training, quarterly business review and printer procurement. The Company 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, 2019 and 2018, respectively. The company recognized revenue of $0.3 million for the six months ended June 30, 2019 and 2018, respectively, in our consolidated statements of operations from Apollo affiliated companies under this agreement. On January 18, 2017, 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, Solutions provides managed print services to Caesars, including general equipment operation, supply management, support services and technical support. The Company recognized revenue of approximately $ 1.1 million and $1.0 million in our consolidated statements of operations from Caesars under this master purchase and professional services agreement for the three months ended June 30, 2019 and 2018, respectively. The Company recognized revenue of approximately $2.2 million and $2.0 million in our consolidated statements of operations from Caesars under this master purchase and professional services agreement for the six months ended June 30, 2019 and 2018, respectively. On May 5, 2017, 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, 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. The Company recognized revenue of $0.3 million and $0.1 million in our consolidated statements of operations from ADT LLC under this master services agreement for the three months ended June 30, 2019 and 2018, respectively. The Company recognized revenue of $0.6 million and $0.2 million in our consolidated statements of operations from ADT LLC under this master services agreement for the six months ended June 30, 2019 and 2018, respectively. On July 20, 2017, 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, 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 $0.9 million and $1.7 million for the three months ended June 30, 2019 and 2018, respectively, from Diamond Resorts Centralized Services Company under this master services agreement. The Company recognized revenue of $2.6 million and $4.2 million for the six months ended June 30, 2019 and 2018, respectively, and cost of revenue of $0.1 million for the six months ended June 30, 2019 and 2018, respectively, from Diamond Resorts Centralized Services Company under this master services agreement. In April 2016, 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 Solutions with employees, subcontractors, and/or goods and services. For the three months ended June 30, 2019 and 2018 there were related party expenses of $0.2 million, respectively, for this service. For the six months ended June 30, 2019 and 2018 there were related party expenses of $0.4 million and $0.3 million, respectively, for this service. Payable and Receivable Balances with Affiliates Payable and receivable balances with affiliates as of June 30, 2019 and December 31, 2018 are as follows below. As of December 31, 2018 there were no related party receivables. June 30, December 31, 2019 2018 Receivable Payable Payable HOV Services, Ltd $ 189 $ — $ 405 Rule 14 — 145 127 HGM 17 — 6,998 Apollo affiliated company — 91 205 Oakana — 2 — $ 206 $ 238 $ 7,735 |