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Related Party Transactions
3 Months Ended
Mar. 31, 2020
Related Party Transactions [Abstract]  
Related Party Transactions

The Company has a corporate policy governing the identification, review, consideration and approval or ratification of transactions with related persons, as that term is defined in the Instructions to Item 404(a) of Regulation S-K, promulgated under the Securities Act (“Related Party”). Under this policy, all Related Party transactions are identified and approved prior to their consummation to ensure they are consistent with the Company’s and the stockholders’ best interests. Among other factors, the Company’s Board considers the size and duration of the transaction, the nature and interest of the of the Related Party in the transaction, whether the transaction may involve a conflict of interest, and if the transaction is on terms that are at least as favorable to the Company as would be available in a comparable transaction with an unaffiliated third party. Envela’s Board reviews all Related Party transactions at least annually to determine if they are in the best interest of the Board and of the Company’s stockholders to continue, modify, or terminate any Related Party transactions. Envela’s Related Person Transaction Policy is available for review in its entirety under the “Investors” menu of the Company’s corporate relations website at www.envela.com.

 

Through a series of transactions beginning in 2010, Elemetal, NTR Metals, LLC (“NTR”) and Truscott Capital, LLC (“Related Entities”) became the largest shareholders of our Common Stock. NTR transferred all of its Common Stock to Eduro Holdings, LLC (“Eduro”) on August 29, 2018. A certain Related Entity has been the Company’s primary refiner and bullion trading partner. For the three months ended March 31, 2019, the certain Related Entity accounted for 4% of sales and 6% of purchases. For the three months ended March 31, 2020, they were no longer a related party. On May 20, 2019, through a series of transactions, the Related Entities sold their shares of the Company to John R. Loftus, the Company’s CEO, President and Chairman of the Board. As of May 20, 2019, they were no longer Related Entities. As of March 31, 2020, the Company was obligated to pay $0 to the certain Related Entity as a trade payable, and had a $0 receivable from the certain Related Entity. As of March 31, 2019, the Company was obligated to pay $3,075,120 to the certain Related Entity as a trade payable and had a $0 receivable from the certain Related Entity. For the three months ended March 31, 2020 and 2019, the Company paid the Related Entities $0 and $34,549, respectively, in interest on the Company’s outstanding payable.

 

Through a series of transactions reported on Schedule 13D on May 24, 2019, Truscott sold its 12,814,727 shares, 47.7% of DGSE Companies Common Stock to John R. Loftus. Mr. Loftus assumed all rights under the existing registration rights agreements. On the same day, Mr. Loftus contributed his 12,814,727 Common Stock shares to N10TR, LLC (“N10TR”), which is controlled by Mr. Loftus. Mr. Loftus, by virtue of his relationship with Eduro and N10TR may be deemed to indirectly beneficially own the Common Shares that Eduro and N10TR directly beneficially own. On the same day, the Company entered into two loan agreements with John R. Loftus, the Company’s CEO, President and Chairman of the Board. ECHG, LLC (f.k.a. Corrent Resources, LLC) executed a 5-year, $6,925,979 note for the Echo Transaction, amortized over 20 years at a 6% annual interest rate. DGSE, LLC (f.k.a. DGSE Companies, LLC) executed a 5-year, $3,074,021 note to pay off the accounts payable – related party balance to Elemetal, LLC as of May 20, 2019. That promissory note is also amortized over 20 years at a 6% annual interest rate. Both notes are being serviced by operational cash flow. For the three months ended March 31, 2020 and 2019, the Company paid Mr. Loftus $145,315 and $0, respectively, in interest on the Company’s outstanding note payables, related party.