Annual report pursuant to Section 13 and 15(d)

Commitments and Contingencies

v3.19.3.a.u2
Commitments and Contingencies
12 Months Ended
Dec. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

10. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases office space pursuant to operating leases that are subject to specific escalation clauses. Rent expense charged to operations for the years ended December 31, 2019, 2018 and 2017 amounted to $6,214, $5,779, and $4,369, respectively. The Company received sub-lease income from subtenants during the years ended December 31, 2019, 2018 and 2017 of $106, $216, and $278, respectively. Therefore, for the years ended December 31, 2019, 2018 and 2017, net rent expense amounted to $6,108, $5,563, and $4,091, respectively, and is included in general and administrative expenses in the Consolidated Statement of Operations.  

As security for performance under the leases, the Company is required to maintain letters of credit in favor of the landlord totaling $506 as of December 31, 2019 and 2018.  The letter of credit was collateralized by the Company’s revolving credit facility with City National Bank in 2019 and 2018.  Furthermore, the Company maintains an $80 letter of credit in favor of its Boston landlord that is collateralized by the Company’s revolving credit facility with City National Bank.                

In March 2014, the Company entered into a lease agreement for additional office space in Richmond, VA.  The lease commenced on May 1, 2014 and expired July 31, 2019. The lease is subject to escalation clauses and provides for a rent-free period of three months.  Monthly rent expense is $5.  The Company paid a refundable security deposit of $3.  In September 2016, the Company entered into Lease Amendment Number One (“Amendment Number One”) to expand its space and extend its lease.  This expansion was to occur on or about October 1, 2017, and the lease is extended to November 30, 2024.  This was further amended on January 16, 2018 (“Amendment Number Two”) to update the expansion date to January 12, 2018 and to extend the term of the lease to November 30, 2028.  The amended lease provides for a rent credit of $40.  Monthly rent expense under the amended lease is $10.

In June 2015, the Company entered into a lease agreement for office space in Charlottesville, VA.  The lease commenced on June 30, 2015 and expired on June 30, 2018.  On June 6, 2019, the Company extended this lease for three years, with the new term beginning on July 1, 2019 and expiring on June 30, 2022.  Monthly rent expense is $2.  The Company paid a refundable security deposit of $2.

In connection with the Jamison Acquisition, the Company assumed lease agreements for office space in Bedminster and Princeton, NJ.  The Bedminster lease, as extended, expires on March 31, 2022.  Monthly rent expense on the Bedminster lease is $11.  The Bedminster lease is subject to escalation clauses and provides for a rent-fee period of four months.  The Princeton lease, as extended, expired on April 30, 2016.  

In December 2015, the Company extended its lease related to its New York City office space.  The amended lease commences on October 1, 2017 and expires on September 30, 2028.  The lease is subject to escalation clauses, and provides for a rent-free period of twelve months and for tenant improvements of up to $2,080.  Monthly rent expense under this extension will be $446.  

In January 2016, the Company entered into a lease agreement for office space in Princeton, NJ.  The lease commenced April 23, 2016 and expires on August 31, 2022.  This lease replaces the Princeton lease discussed above that expired on April 30, 2016.  Monthly rent expense on this lease is $6.  The lease is subject to escalation clauses, and provides for a rent-free period of five months.

With the Cappiccille Acquisition, the Company assumed a lease agreement for office space in Livingston, NJ.  The lease is month-to-month.  Monthly rent expense is $2.

In January 2018, the Company extended its lease related to its Boston, MA office space.  The amended lease commenced on January 1, 2018 and expires on April 30, 2023.  The lease provides for a rent-free period of one month.  Monthly rent expense under this extension is $33.

With the Neosho Acquisition, the Company assumed a lease agreement for office space in La Jolla, CA.  The lease expires January 31, 2020.  Monthly rent expense is $3.  On November 5, 2019, the Company entered into a lease agreement for office space in San Diego, CA.  The lease commences on February 1, 2020 and expires on June 30, 2025.  The lease is subject to escalation clauses and provides for a rent-free period of four months and for tenant improvements of up to $27.  Monthly rent expense under this lease will be $12.

With the Cortina Acquisition, the Company assumed a lease agreement for office space in Milwaukee, WI.  The lease expires December 31, 2020.  Monthly rent expense is $12.

The components of lease expense for the year ended December 31, 2019 is as follows:

 

 

  

Year Ended

December 31, 2019

 

Operating Lease Cost

  

$

5,937

  

Finance Lease Cost:

  

 

 

  

Amortization of ROU assets

  

 

106

  

Interest on lease liabilities

  

 

8

  

Total

 

$

114

 

 

Future minimum lease payments and rentals under lease agreements for office space which expire through 2028 are as follows:

 

 

  

Minimum Lease

Commitments

 

  

Non-cancellable

Subleases

 

 

Minimum Net

Rentals

 

2020

  

$

6,398

  

  

$

(154

)

 

$

6,244

  

2021

  

 

6,370

  

  

 

(35

)

 

 

6,335

  

2022

  

 

6,244

  

  

 

(35

)

 

 

6,209

  

2023

  

 

5,928

  

  

 

(6

)

 

 

5,922

  

2024

 

 

6,008

 

 

 

 

 

 

6,008

 

Thereafter

 

 

22,067

 

 

 

 

 

 

22,067

 

 

 

 

53,015

 

 

 

(230

)

 

 

52,785

 

Weighted-average remaining lease term – operating leases (months)

 

 

 

 

 

 

 

 

 

 

101.6

 

Weighted-average discount rate

 

 

 

 

 

 

 

 

 

 

4.3

%

 

The Company has finance leases for certain office equipment. The Company entered into a finance lease agreement for a telephone system during 2014.  The amount financed was $321 and the lease has a term of five years, which began on March 1, 2014.   Monthly minimum lease payments were $5, and continued through November 30, 2018.   On June 30, 2015, the Company assumed certain finance leases for equipment totaling $253 as part of the Jamison Acquisition.  In July 2015, the Company entered into a finance lease for a copier.  The amount financed was $21 and the lease has a term of three years, which began on July 1, 2015.  Monthly minimum lease payments were $1, and continued through June 30, 2018.  In October 2015, the Company entered in a finance lease for a copier.  The amount financed was $18 and the lease has a term of three years, which began on November 1, 2015.  Monthly minimum lease payments were $1, and continued through October 31, 2018.  In January 2017, the Company entered into a finance lease agreement for a copier.  The amount financed was $11 and the lease has a term of two years, which began on January 1, 2017.  Monthly minimum lease payments were $1, and continued through December 31, 2018.  In January 2017, the Company entered into a finance lease agreement for two copiers.  The amount financed was $152 and the lease has a term of five years, which began on February 1, 2017.  Monthly minimum lease payments are $3, and continue through January 31, 2022.  In July 2017, the Company entered into a lease agreement for four copiers.  The amount financed was $72 and the lease has a term of three years, which began on July 1, 2017.  Monthly minimum lease payments are $2, and continue through June 30, 2020.  In March 2018, the Company entered into a lease agreement for a copier.  The amount financed was $11 and the lease has a term of three years, which began on March 1, 2018.  Monthly minimum lease payments are $0.3, and continue through February 28, 2021.  In March 2019, the Company entered into a lease agreement for a copier.  The amount financed was $13 and the lease has a term of three years, which began on March 1, 2019.  Monthly minimum lease payments are $0.4, and continue through February 28, 2022.  In March 2019, the Company entered into an additional lease agreement for a copier.  The amount financed was $12 and the lease has a term of 39 months, which began on March 1, 2019.  Monthly minimum lease payments are $0.4, and continue through May 31, 2022. In July 2019, the Company assumed a lease agreement for a copier as part of the acquisition of Cortina.  Monthly minimum lease payments are $1 and continue through November 2021.  In August 2019, the Company entered into a lease agreement for two copiers.  The amount financed was $51 and the lease has a term of three years, which began on August 1, 2019.  Monthly minimum lease payments are $1, and continue through July 31, 2022. The aggregate principal balance of finance leases was $196 and $188 as of December 31, 2019 and 2018, respectively.

The assets relating to finance leases that are included in equipment are as follows:

 

 

 

 

December 31, 2019

 

 

Finance lease assets included in furniture and equipment

 

 

$

679

  

  

Finance lease assets included in software

 

 

 

  

  

Less: Accumulated depreciation and amortization

 

 

 

(481

)

 

 

 

 

$

198

  

  

 

Depreciation expense relating to finance lease assets was $106, $146 and $142 for the years ended December 31, 2019, 2018 and 2017, respectively.

Future minimum lease payments under finance leases are as follows:

 

 

  

Minimum Lease

Commitments

 

  

2020

  

$

107

  

  

2021

  

 

69

  

  

2022

  

 

15

  

  

2023

 

 

5

 

 

Total

 

 

196

 

 

 

 

 

 

 

 

Weighted-average remaining lease term – finance leases (months)

 

 

23.1

 

 

Weighted-average discount rate

 

 

4.6

%