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

6 Months Ended

Mar. 31, 2021

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 March 31, 2021, $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 entity that were paid by the Company. At March 31, 2021, $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.

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 officer of the Company in connection with a land development project. The obligations of the borrower entity to repay the advances were guaranteed by a separate entity owned by the same family member of the officer. Amounts outstanding under the advances did not bear interest and matured in full in March 2021. In March 2021, the subsidiary of the Company amended and restated the terms of the repayment obligation, as a result of which the officer personally assumed the remaining balance of the obligation. No new amounts were advanced to the officer by the Company or any subsidiary or affiliate thereof in connection with the transaction. Under the amended and restated terms, the officer executed a promissory note in favor of the Company’s subsidiary in the principal amount of $0.8 million. The note bears simple interest at a rate of 4.0% and requires annual minimum payments of $0.1 million inclusive of principal and accrued interest, with any remaining principal and accrued interest due and payable in full on

December 31, 2027. As security for his payment obligations, the officer pledged as collateral 30,000 shares of the 140,389 shares of Class B common stock that had previously been pledged as collateral and 7,500 shares of Class A common stock owned by the officer personally. Amounts outstanding under the note are reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets (“Land Development Project”).

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

•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 of 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 and six months ended March 31, 2021 and 2020, and accounts receivable and payable balances at March 31, 2021 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 March 31,						For the Six Months Ended March 31,						March 31,		September 30,
	2021			2020			2021			2020			2021		2020
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Purchaser of Subsidiary	$	—		$	—		$	—		$	—		$	621	$	621
Disposed Entity	—			—			—			—			396		396
Land Development Project	1			—			1			—			775		774
Subcontracting Services	(425)		(1)	(448)		(1)	(2,603)		(1)	(2,025)		(1)	(362)		(654)
Construction Services	119		(2)	254		(2)	119		(2)	1,534		(2)	211		123
Island Pond	(80)		(2)	(80)		(2)	(160)		(2)	(160)		(2)	—		—
Vehicles - Purchases	(98)		(3)	(64)		(3)	(408)		(3)	(114)		(3)	—		—
Vehicles - Rent Expense	(49)		(2)	(198)		(2)	(127)		(2)	(401)		(2)	—		—
Consulting Services	—		(2)	(72)		(2)	(32)		(2)	(143)		(2)	—		—
SunTx	(521)		(2)	(357)		(2)	(1,138)		(2)	(671)		(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.