Annual report pursuant to Section 13 and 15(d)

Commitments and Contingencies

v3.22.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2022
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, 2022, 2021 and 2020 amounted to $6,429, $6,454 and $6,382, respectively. The Company received sub-lease income from subtenants during the years ended December 31, 2022, 2021 and 2020 of $154, $154, and $154, respectively. Therefore, for the years ended December 31, 2022, 2021 and 2020, net rent expense amounted to $6,275, $6,300 and $6,228, 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, 2022 and 2021. The letter of credit was collateralized by the Company’s revolving credit facility with City National Bank in 2022 and 2021. 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 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 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 was 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, as amended, on June 30, 2019. 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 October 2021, the Company extended its Bedminster lease. The amended lease commences on April 1, 2022 and expires on July 31, 2027. Monthly rent expense under this extension is $11. The amended lease is subject to escalation clauses and provides for a rent-free 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 expense under this extension is $446.

In January 2016, the Company entered into a lease agreement for office space in Princeton, NJ. The lease commenced April 23, 2016 and expired on August 31, 2022. This lease replaced the Princeton lease discussed above that expired on April 30, 2016. Monthly rent expense on this lease was $6. The lease was subject to escalation clauses, and provided 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 was month-to-month. Monthly rent expense was $2. This lease was terminated in January 2019.

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 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.

With the Cortina Acquisition, the Company assumed a lease agreement for office space in Milwaukee, WI. The lease was extended on June 17, 2020 and expired on December 31, 2022. Monthly rent expense was $12. On December 5, 2022 this lease was amended to extend the termination date to June 30, 2023. Monthly rent is $12.

On November 14, 2022, the Company entered into a lease agreement for office space in Milwaukee, WI. The lease commences once the landlord has completed work on the space and expires 132 months after the commencement date. The lease agreement provides for a rent-free period of 24 months. Monthly rent expense under this lease will be $20.

The components of lease expense for the years ended December 31, 2022 and 2021 is as follows:

 

 

 

Year ended December 31,

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Operating Lease Cost

 

$

6,108

 

 

$

6,133

 

Financing Lease Cost:

 

 

 

 

 

 

Amortization of ROU assets

 

 

116

 

 

 

119

 

Interest on lease liabilities

 

 

9

 

 

 

11

 

Total

 

 

125

 

 

 

130

 

 

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

 

2023

 

$

6,171

 

 

$

(36

)

 

$

6,135

 

2024

 

 

6,150

 

 

 

 

 

 

6,150

 

2025

 

 

6,209

 

 

 

 

 

 

6,209

 

2026

 

 

6,266

 

 

 

 

 

 

6,266

 

2027

 

 

6,219

 

 

 

 

 

 

6,219

 

Thereafter

 

 

6,423

 

 

 

 

 

 

6,423

 

 

 

 

37,438

 

 

 

(36

)

 

 

37,402

 

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

 

 

 

 

 

 

 

 

71.7

 

Weighted-average discount rate

 

 

 

 

 

 

 

 

4.4

%

 

The Company has finance leases for the following office equipment: (i) a three year lease agreement for one copier totaling $11 with monthly minimum payments of $0.3, which began on March 1, 2018 and continued through January 31, 2021, (ii) a three year lease agreement for one copier totaling $13 with monthly minimum payments of $0.4, which began on March 1, 2019 and continued through February 28, 2022, (iii) a 39-month lease agreement for one copier totaling $12 with monthly minimum lease payments of $0.4, which began on March 1, 2019 and continued through May 31, 2022, (iv) a lease agreement for one copier that was assumed as part of the Cortina Acquisition with monthly minimum lease payments of $1, which began on July 1, 2019 and continued through November 30, 2021, (v) a three year lease agreement for two copiers totaling $51 with monthly minimum lease payments of $1, which began on August 1, 2019 and continued through July 31, 2022, (vi) a five year lease agreement for a copier totaling $82 with monthly minimum lease payments of $1, which began on May 1, 2020 and was disposed in September 2022, (vii) a three year lease agreement for a copier totaling $59 with minimum monthly lease payments of $2, which began on June 1, 2020 and was disposed in September 2022, (viii) a three year lease agreement for two copiers totaling $43 with minimum monthly lease payments of $1, which began on August 20, 2020 and continues through August 19, 2023, (ix) a three year lease agreement for two copiers totaling $39 with minimum monthly lease payments of $1, which began on August 20, 2020 and continues through August 19, 2023, (x) 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, (xi) a three year lease agreement for two copiers totaling $52 with minimum monthly lease payments of $1, which begin on July 1, 2021 and continues through June 30, 2024, (xii) 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, (xiii) 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, (xiv) 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 November 30, 2025, and (xv) 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. The aggregate principal balance of finance leases was $344 and $253 as of December 31, 2022 and 2021, respectively.

The assets relating to finance leases that are included in equipment as of December 31, 2022 and 2021 are as follows:

 

 

 

December 31,
2022

 

 

December 31,
2021

 

Finance lease assets included in furniture and equipment

 

$

503

 

 

$

434

 

Less: Accumulated depreciation and amortization

 

 

(161

)

 

 

(187

)

 

 

$

342

 

 

$

247

 

 

Depreciation expense relating to finance lease assets was $116, $119 and $118 for the years ended December 31, 2022, 2021 and 2020, respectively.

During 2022, the Company wrote off leased assets with a cost of $194 and accumulated depreciation of $143. During 2021, the Company wrote off leased assets with a cost of $120 and accumulated depreciation of $95.

Future minimum lease payments under finance leases are as follows:

 

 

 

Future Minimum Lease
Commitments

 

2023

 

 

109

 

2024

 

 

85

 

2025

 

 

75

 

2026

 

 

45

 

2027

 

 

31

 

Thereafter

 

 

 

Total

 

$

345

 

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

 

 

44.7

 

Weighted-average discount rate

 

 

3.0

%