Quarterly report pursuant to Section 13 or 15(d)

Commitments and Contingencies

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
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 three months ended September 30, 2024 and 2023 amounted to $1,709 and $1,636, respectively. The Company received sublease income from sub-tenants during the three months ended September 30, 2024 and 2023 of $30 and $39, respectively. Therefore, for the three months ended September 30, 2024 and 2023, net rent expense amounted to $1,679 and $1,598, respectively, and is included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

Rent expense charged to operations for the nine months ended September 30, 2024 and 2023 amounted to $5,102 and $4,880, respectively. The Company received sublease income from sub-tenants during the nine months ended September 30, 2024 and 2023 of $96 and $116, respectively. Therefore, for the nine months ended September 30, 2024 and 2023, net rent expense amounted to $5,006 and $4,764, respectively, and is included in general and administrative expenses in the Condensed Consolidated Statements 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 September 30, 2024 and December 31, 2023. Furthermore, the Company maintains an $80 letter of credit in favor of its Boston landlord. Both are 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 had an original expiration date of July 31, 2019. The lease is subject to escalation clauses and provides for a rent-free period of three months. Monthly rent expense was $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 was extended to November 30, 2024. The lease 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 $11.

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, as amended, on June 30, 2019. On June 6, 2019, the Company extended this lease, with the new term beginning on July 1, 2019 and expiring on June 30, 2022. On April 4, 2022, the Company extended this lease again, with the new term beginning on July 1, 2022 and expiring on December 31, 2023. On March 28, 2023, the Company again extended this lease, with the new term beginning on January 1, 2024 and expiring on December 31, 2024. Monthly rent expense is $3. The Company paid a refundable security deposit of $2.

In connection with the acquisition of Jamison, the Company assumed lease agreements for office space in Bedminster and Princeton, NJ. The amended Bedminster lease commenced on April 1, 2022 and expires on July 31, 2027. 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.

In December 2015, the Company extended its lease related to its New York City office space. The amended lease commenced 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 under this extension is $420.

In January 2018, the Company extended its lease related to its Boston, MA office space. The amended lease commenced on January 1, 2018 and expired on April 30, 2023. The lease provided for a rent-free period of one month. Monthly rent under this extension was $33. In February 2023, the Company further extended this lease. This extension commenced on May 1, 2023 and expires on August 31, 2028. The agreement is subject to escalation clauses and provides for a rent-free period of four months and tenant improvements of $195. Monthly rent expense under this extension is $23.

With the Neosho Acquisition, the Company assumed a lease agreement for office space in La Jolla, CA. The lease expired on January 31, 2020. Monthly rent expense was $3. On November 5, 2019, the Company entered into a lease agreement for office space in San Diego, CA. The lease commenced 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 is $12.

In connection with the acquisition of Cortina, the Company assumed a lease agreement for office space in Milwaukee, WI. This lease expired on June 30, 2023. Monthly rent was $12. On November 14, 2022, the Company entered into a lease agreement for office space in Milwaukee, WI. The lease commenced on June 1, 2023 and expires on May 31, 2034. The lease agreement provides for a reduced rent period of 24 months. Monthly rent expense under this lease is $22.

The components of lease expense for the three and nine months ended September 30, 2024 and 2023 were as follows:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

Operating Lease Cost

 

$

1,532

 

 

$

1,515

 

 

$

4,590

 

 

$

4,548

 

 

Financing Lease Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of ROU assets

 

$

29

 

 

$

28

 

 

 

94

 

 

 

87

 

 

Interest on lease liabilities

 

 

3

 

 

 

2

 

 

 

10

 

 

 

7

 

 

Total

 

$

32

 

 

$

30

 

 

 

104

 

 

 

94

 

 

 

Future minimum lease payments and rentals under lease agreements for office space are as follows:

 

 

Operating Leases

 

 

Non-cancellable
Subleases

 

 

Operating Lease
Liabilities

 

Remainder of 2024

 

$

1,649

 

 

$

(30

)

 

$

1,619

 

2025

 

 

6,571

 

 

 

(40

)

 

 

6,531

 

2026

 

 

6,562

 

 

 

 

 

 

6,562

 

2027

 

 

6,523

 

 

 

 

 

 

6,523

 

2028

 

 

4,913

 

 

 

 

 

 

4,913

 

Thereafter

 

 

1,692

 

 

 

 

 

 

1,692

 

Total

 

$

27,910

 

 

$

(70

)

 

$

27,840

 

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

 

 

 

 

 

 

 

 

53.7

 

Weighted-average discount rate

 

 

 

 

 

 

 

 

4.6

%

 

The Company has finance leases for the following office equipment: (i) a five-year lease agreement for four copiers totaling $94 with minimum monthly lease payments of $2, which began on February 1, 2021 and continues through January 31, 2026, (ii) a three-year lease agreement for two copiers totaling $52 with minimum monthly lease payments of $1, which began on July 1, 2021 and

continued through June 30, 2024, (iii) a four-year lease for a copier totaling $31 with minimum monthly payments of $1, which began on May 1, 2022 and continues through April 30, 2026, (iv) a three-year lease for a copier totaling $30 with minimum monthly lease payments of $1, which began on September 1, 2022 and continues through August 31, 2025, (v) a 39-month lease for a copier totaling $11 with minimum monthly lease payments of $0.3, which began on September 1, 2022 and continues through August 31, 2025, (vi) a five-year lease for office equipment totaling $210 with minimum monthly payments of $4, which begins on October 1, 2022 and continues through September 30, 2027, (vii) a two-year lease for office equipment totaling $9, with minimum monthly payments of $0.4, which began on October 1, 2023 and continues through September 30, 2025, (viii) a three-year lease for office equipment totaling $28, with minimum monthly payments of $1, which began on October 1, 2023 and continues through September 30, 2026 and (ix) a three-year lease for office equipment totaling $87, with minimum monthly payments of $2, which began on October 1, 2023 and continues through September 30, 2026. The aggregate principal balance of finance leases was $245 and $336 as of September 30, 2024 and December 31, 2023, respectively.

The assets relating to finance leases that are included in equipment as of September 30, 2024 and December 31, 2023 are as follows:

 

 

September 30,
2024

 

 

December 31,
2023

 

Finance lease assets included in furniture and equipment

 

$

509

 

 

$

509

 

Less: Accumulated depreciation and amortization

 

 

(272

)

 

 

(179

)

 

$

237

 

 

$

330

 

 

Depreciation expense relating to finance lease assets was $29 and $27 for the three months ended September 30, 2024 and 2023, respectively. Depreciation expense relating to finance lease assets was $94 and $87 for the nine months ended September 30, 2024 and 2023, respectively.

Future minimum lease payments under finance leases are as follows:

 

 

Future Minimum Lease
Commitments

 

Remainder of 2024

 

$

29

 

2025

 

 

113

 

2026

 

 

72

 

2027

 

 

31

 

2028

 

 

 

Thereafter

 

 

 

Total

 

$

245

 

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

 

 

28.4

 

Weighted-average discount rate

 

 

4.7

%