Construction Partners, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Related Parties

Related Parties

3 Months Ended

Dec. 31, 2020

On December 31, 2017, the Company sold an indirect wholly owned subsidiary to an immediate family member of an executive officer of the Company (“Purchaser of subsidiary”) in consideration for an interest-bearing note receivable in the amount of $1.0 million, which approximated the net book value of the disposed entity. At December 31, 2020, $0.1 million and $0.5 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable. In connection with this transaction, the Company also received an interest-bearing note receivable from the disposed entity (“Disposed entity”) on December 31, 2017 in the amount of $1.0 million representing certain accounts payable of the disposed subsidiary that were paid by the Company. At December 31, 2020, $0.1 million and $0.3 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable. Remaining principal and interest payments are scheduled to be made in periodic installments during fiscal year 2021 through fiscal year 2026.

From time to time, the Company conducts or has conducted business with the following related parties:

•Prior to its acquisition by the Company, a current subsidiary of the Company advanced funds to an entity owned by an immediate family member of an executive officer of the Company in connection with a land development project. The obligations of the borrower entity to repay the advances are guaranteed by a separate entity owned by the same family member of the officer. Amounts outstanding under the advances do not bear interest and are reflected on the Company's Consolidated Balance Sheet within other assets (“Land Development Project”).

•Entities owned by immediate family members of an executive officer of the Company perform subcontract work for a subsidiary of the Company, including trucking and grading services (“Subcontracting Services”).

•From time to time, a subsidiary of the Company provides construction services to various companies owned by family members an executive officer of the Company (“Construction Services”).

•Since June 1, 2014, the Company has been a party to an access agreement with Island Pond Corporate Services, LLC, which provides a location for the Company to conduct business development activities from time to time on a property owned by the Executive Chairman of the Company’s Board of Directors (“Island Pond”).

•The Company purchases vehicles from an entity owned by a family member of an executive officer of the Company (“Vehicles - Purchases”).

•The Company rents vehicles from an entity owned by a family member of an executive officer of the Company (“Vehicles - Rent Expense”).

•A family member of an executive officer of the Company provides consulting services to a subsidiary of the Company (“Consulting Services”).

•The Company is party to a management services agreement with SunTx, under which the Company pays SunTx $0.27 million per fiscal quarter and reimburses certain travel and other out-of-pocket expenses associated with services rendered under the management services agreement.

The following table presents revenues earned and expenses incurred by the Company during the three months ended December 31, 2020 and 2019, and accounts receivable and payable balances at December 31, 2020 and September 30, 2020, related to transactions with the related parties described above (in thousands):


	Revenue Earned (Expense Incurred)						Accounts Receivable (Payable)
	For the Three Months Ended December 31,						December 31,		September 30,
	2020			2019			2020		2020
	(unaudited)			(unaudited)			(unaudited)
Purchaser of Subsidiary	$	—		$	—		$	621	$	621
Disposed Entity	$	—		$	—		$	396	$	396
Land Development Project	$	—		$	—		$	774	$	774
Subcontracting Services	$	(2,178)	(1)	$	(1,578)	(1)	$	(312)	$	(654)
Construction Services	$	—		$	1,280		$	—	$	123
Island Pond	$	(80)	(2)	$	(80)	(2)	$	—	$	—
Vehicles - Purchases	$	(310)	(3)	$	(50)	(3)	$	—	$	—
Vehicles - Rent expense	$	(78)	(2)	$	(203)	(2)	$	—	$	—
Consulting Services	$	(32)	(2)	$	(71)	(2)	$	—	$	—
SunTx	$	(617)	(2)	$	(314)	(2)	$	—	$	—

(1) Cost is reflected as cost of revenues on the Company’s Consolidated Statements of Income.
(2) Cost is reflected as general and administrative expenses on the Company’s Consolidated Statements of Income.
(3) Purchases reflected in Property, plant & equipment, net, on the Company's Consolidated Balance Sheets.