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Note 11 - Related Party Transactions
9 Months Ended
Sep. 30, 2021
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

Note 11Related Party Transactions

 

Frank's has engaged in certain transactions with other companies related to it by common ownership. Frank's has entered into various operating leases to lease facilities from these affiliated companies. Rent expense associated with related party leases was $0.7 million and $0.9 million for the three months ended September 30, 2021 and 2020, respectively, and $2.1 million and $2.3 million for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, $3.8 million of Frank's operating lease right-of-use assets and $4.9 million of its lease liabilities were associated with related party leases.

 

Prior to the initial public offering of Frank’s in 2013, a limited number of employees of a certain Mosing affiliated company were admitted as participants in the Frank’s deferred compensation plan.  The relevant Mosing affiliated company was responsible for payment of all benefits related to its employees.  During the quarter ended September 30, 2021, all such participants received final payment of all sums owed under the deferred compensation plan, and no participants remain in the plan who were not Frank’s employees.

 

Tax Receivable Agreement and Amended & Restated Tax Receivable Agreement

 

Mosing Holdings, LLC, a Delaware limited liability company (“Mosing Holdings”), converted all of its shares of our Series A convertible preferred stock into shares of Frank's common stock on August 26, 2016, in connection with its delivery to FINV of all of its interests in FICV (the “Conversion”). As a result of an election under Section 754 of the Internal Revenue Code made by FICV, the Conversion resulted in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV transferred to FINV by Mosing Holdings. These adjustments are solely allocable to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent the Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

 

The tax receivable agreement (the “Original TRA”) that FINV entered into with FICV and Mosing Holdings in connection with FINV's initial public offering (“IPO”) generally provided for the payment by FINV to Mosing Holdings of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that FINV actually realize (or are deemed to realize in certain circumstances) in periods after FINV's IPO as a result of (i) tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by FINV as a result of, and additional tax basis arising from, payments under the Original TRA. Frank's retained the benefit of the remaining 15% of these cash savings, if any.

 

In connection with the Merger Agreement, FINV, FICV and Mosing Holdings entered into that certain Amended and Restated Tax Receivable Agreement, dated as of March 10, 2021 (the “A&R TRA”). Pursuant to the A&R TRA, on October 1, 2021, the Company made a payment of $15 million cash to settle the early termination payment obligations that would otherwise be owed to Mosing Holdings under the Original TRA as a result of the Merger. The A&R TRA also provides for other contingent payments to be made by the Company to Mosing Holdings in the future in the event the Company realizes cash tax savings from tax attributes covered under the Original TRA during the ten year period following October 1, 2021 in excess of $18,057,000. Please see Note 17—Subsequent Events for additional details.