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Commitments and Contingencies | 3 Months Ended
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Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingencies | ote N - Commitments and Contingencies General Matters The Company and its subsidiaries are subject to legal proceedings and claims that arise in the ordinary course of business. A liability for a loss contingency is accrued when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. For all other material loss contingencies, including those where the loss is reasonably possible or where the amount cannot be reasonably estimated, the Company discloses the nature of the contingency. The Lugano Investigation and the restatement of our previously issued consolidated financial statements for the periods ended at December 31, 2024, 2023 and 2022, may result in additional stockholder litigation, regulatory investigations and additional liabilities in future periods. State Court Action Naming Lugano and the Company as Defendants On July 24, 2025, a complaint was filed against Lugano, the Company and others in California State Court, styled Champion Force Industrial Limited v. Lugano Diamonds & Jewelry Inc., et al., asserting claims for breach of contract, goods had and received, conversion, fraud, promissory estoppel, unjust enrichment, and fraudulent conveyance. The plaintiff is a vendor of diamonds and finished jewelry to Lugano and seeking in excess of $56.4 million in damages, principally for unpaid goods. The foregoing matter is in the early stages and the Company is currently unable to determine the likelihood of an unfavorable outcome. As noted below under the heading Impact of Lugano Chapter 11 Filing on Lugano Claims and Litigation this matter is subject to an automatic stay that prohibits, among other things, the continuation of this action against Lugano, as debtor, outside of the bankruptcy process. If Lugano is determined to be a necessary party to this litigation, it is possible that the litigation may also be stayed as against the Company. Presently, the Company currently remains a defendant in this case but believes that it can avail itself of certain defenses to these claims and intends to vigorously defend itself. The Company has recorded an accrual of $51.0 million as of March 31, 2025 related to certain current contractual obligations to Lugano’s vendors, including Champion, in accordance with applicable accounting standards. Accordingly, the Company intends to avail itself of all available defenses in the Champion litigation. The Company is unable to reasonably estimate any additional loss or range of possible loss, if any, that may result from the Champion litigation or whether such loss or range of possible loss would be less than, equal or exceed the amounts accrued in respect of Lugano’s contract with Champion. Lugano-Specific Claims and Threatened Claims During the period from approximately April 1, 2025 to November 21, 2025, litigation has been threatened and initiated by counterparties to transactions that appear to have been overseen by Lugano’s former CEO, Moti Ferder, who resigned effective May 7, 2025. The vast majority involve purported investment arrangements whereby the claimant delivered a specified dollar amount to Lugano in exchange for either (a) a profits interest in the future sale of a specified diamond(s), or (b) a guaranteed interest rate (collectively, “Diamond Financing Arrangements”). Certain Diamond Financing Arrangements are the subject of current litigation, primarily in California State court, and the majority of the plaintiffs in these cases have presented similar fact patterns and are primarily seeking damages for alleged losses of principal amounts invested (“Diamond Financing Litigation”). The total damages being sought by all plaintiffs in Diamond Financing Litigation, is approximately $32.2 million, plus interest and penalties, in most cases. The Diamond Financing Litigation is in the early stages and the Company is currently unable to determine the likelihood of an unfavorable outcome for any or all of these cases. At this time, management has determined that a loss is reasonably possible; however, management cannot currently reasonably estimate such loss or range of potential loss associated with the Diamond Financing Litigation. As noted below under the heading Impact of Lugano Chapter 11 Filing on Lugano Claims and Litigation the Diamond Financing Litigation is subject to an automatic stay that prohibits, among other things, the continuation of these actions against Lugano, as debtor, outside of the bankruptcy process. The Company was named in a co-defendant in one Diamond Financing Litigation matter for which the plaintiff is seeking approximately $1.4 million in damages, plus interest and penalties. If Lugano is determined to be a necessary party to this litigation, it is possible that the litigation may also be stayed as against the Company. Nonetheless, the Company believes that it can avail itself of certain defenses to this claim and intends to vigorously defend itself. While not the subject of active litigation, claims have been asserted against Lugano and legal action has been threatened by parties to alleged Diamond Financing Arrangements (the “Diamond Financing Arrangement Claims”). At this time, management has determined that a loss resulting from the Diamond Financing Arrangement Claims is reasonably possible; however, management cannot currently reasonably estimate such loss or range of potential loss. The Company has recorded an accrual of $181.7 million as of March 31, 2025 of estimated principal as short-term debt and interest expense in its condensed consolidated financial statements related to previously undisclosed financing arrangements at Lugano, in accordance with applicable accounting standards, although such financing arrangements are subject to dispute. Accordingly, the Company intends to avail itself of all available defenses in the Diamond Financing Litigation (or any Diamond Financing Arrangement Claim or other Diamond Financing Arrangements for which claims may arise). The Company is unable to reasonably estimate any additional loss or range of possible loss, if any, that may result from the Diamond Financing Litigation (or any Diamond Financing Arrangement Claim or other Diamond Financing Arrangements for which claims may arise) or whether such loss or range of possible loss would be less than, equal to or exceed the amounts accrued in respect of the previously undisclosed financing arrangements at Lugano. Impact of Lugano Chapter 11 Filing on Lugano Claims and Litigation On November 16, 2025, Lugano Holding, Inc. and certain of its subsidiaries, filed voluntary Chapter 11 petitions under the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Upon the filing of a bankruptcy petition, Section 362 of the Bankruptcy Code imposes an automatic stay that prohibits, among other things, the commencement or continuation of numerous actions against the debtor entity (in this case, Lugano), which include all lawsuits and collection efforts. The stay goes into effect immediately upon the bankruptcy filing without any further action by the debtor entity or any other party. The automatic stay remains in place until resolution of the bankruptcy case, or until otherwise waived by the debtor. The automatic stay generally protects only the debtor and does not usually extend to non-debtor parties who may be the subject of claims or litigation, including co-defendants named in litigation where Lugano is also defendant. In certain circumstances, a court may extend the stay to non-debtors if the debtor entity is a necessary party to the action. Thus, upon the filing of its bankruptcy petition, the automatic stay will immediately go into effect and prohibit further litigation against Lugano in courts outside of the Bankruptcy Court but will not necessarily prohibit continuation of actions against the Company in Lugano-related matters. Leases The Company and its subsidiaries lease office and manufacturing facilities, computer equipment and software under various arrangements. Certain of the leases are subject to escalation clauses and renewal periods. The Company and its subsidiaries recognize lease expense, including predetermined fixed escalations, on a straight-line basis over the initial term of the lease including reasonably assured renewal periods from the time that the Company and its subsidiaries control the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Certain of our subsidiaries have leases that contain both fixed rent costs and variable rent costs based on achievement of certain operating metrics. The variable lease expense was not a material component of our total lease expense for the three months ended March 31, 2025 and 2024. The Company recognized $13.5 million and $11.3 million in the three months ended March 31, 2025, and March 31, 2024, respectively, in expense related to operating leases in the condensed consolidated statements of operations. The Company entered into one finance lease in the fourth quarter of 2024. In the three months ended March 31, 2025, the Company recognized $0.2 million in interest expense related to its finance lease. The maturities of lease liabilities at March 31, 2025 are as follows (in thousands):
|  | Operating |  | Finance |  | Total
2025 (excluding the three months ended March 31, 2025) |  | $ | 39,637 |  |  | $ | 539 |  |  | $ | 40,176 |
2026 |  | 54,207 |  |  | 719 |  |  | 54,926 |
2027 |  | 46,145 |  |  | 7,040 |  |  | 53,185 |
2028 |  | 35,775 |  |  | — |  |  | 35,775 |
2029 |  | 26,366 |  |  | — |  |  | 26,366 |
Thereafter |  | 72,773 |  |  | — |  |  | 72,773 |
Total undiscounted lease payments |  | $ | 274,903 |  |  | $ | 8,298 |  |  | $ | 283,201 |
Less: Interest |  | 66,422 |  |  | 1,401 |  |  | 67,823 |
Present value of lease liabilities |  | $ | 208,481 |  |  | $ | 6,897 |  |  | $ | 215,378 |
The calculated amount of the right-of-use assets and lease liabilities are impacted by the length of the lease term and discount rate used to present value the minimum lease payments. The Company's lease agreements often include one or more options to renew at the Company's discretion. In general, it is not reasonably certain that lease renewals will be exercised at lease commencement and therefore lease renewals are not included in the lease term. As the discount rate is rarely determinable, the Company utilizes the incremental borrowing rate of the subsidiary entering into the lease arrangement, on a collateralized basis, over a similar term as adjusted for any country specific risk. The weighted average remaining lease terms and discount rates for all of our operating leases were as follows:
Lease Term and Discount Rate |  | March 31, 2025 |  | March 31, 2024
Weighted-average remaining lease term (years) |  |  |  |
Operating Leases |  | 5.94 |  | 6.54
Finance Leases |  | 2.08 |  | N/a
Weighted-average discount rate |  |  |  |
Operating Leases |  | 8.93 | % |  | 8.62 | %
Finance Leases |  | 9.90 | % |  | N/a
Supplemental balance sheet information related to leases was as follows (in thousands):
|  | Line Item in the Company’s Consolidated Balance Sheet |  | March 31, 2025 |  | December 31, 2024
Assets: |  |  |  |  |  |
Operating lease right-of-use assets |  | Other non-current assets |  | $ | 183,447 |  |  | $ | 191,639 |
Finance lease right-of-use assets |  | Other non-current assets |  | 6,882 |  |  | $ | 6,882 |
|  |  |  | $ | 190,329 |  |  | $ | 198,521 |
Liabilities |  |  |  |  |  |
Operating lease liabilities - current |  | Other current liabilities |  | $ | 39,033 |  |  | $ | 38,180 |
Operating lease liabilities - non-current |  | Other non-current liabilities |  | 169,449 |  |  | 178,577 |
Finance lease liabilities - current |  | Other current liabilities |  | 43 |  |  | 42 |
Finance lease liabilities - non-current |  | Other non-current liabilities |  | 6,853 |  |  | 6,866 |
|  |  |  | $ | 215,378 |  |  | $ | 223,665 |
Supplemental cash flow information related to leases was as follows (in thousands):
|  | Three months ended March 31, 2025 |  | Three months ended March 31, 2024
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |
Operating cash flows from operating leases |  | $ | 13,514 |  |  | $ | 10,618 |
Operating cash flows from finance leases |  | 167 |  |  | — |
Financing cash flows from finance leases |  | 13 |  |  | — |
Right-of-use assets obtained in exchange for lease obligations: |  |  |  |
Operating leases |  | $ | 2,310 |  |  | $ | 3,131 |
Finance leases |  | — |  |  | — |
Supplemental Balance Sheet Disclosures | Supplemental balance sheet information related to leases was as follows (in thousands):
|  | Line Item in the Company’s Consolidated Balance Sheet |  | March 31, 2025 |  | December 31, 2024
Assets: |  |  |  |  |  |
Operating lease right-of-use assets |  | Other non-current assets |  | $ | 183,447 |  |  | $ | 191,639 |
Finance lease right-of-use assets |  | Other non-current assets |  | 6,882 |  |  | $ | 6,882 |
|  |  |  | $ | 190,329 |  |  | $ | 198,521 |
Liabilities |  |  |  |  |  |
Operating lease liabilities - current |  | Other current liabilities |  | $ | 39,033 |  |  | $ | 38,180 |
Operating lease liabilities - non-current |  | Other non-current liabilities |  | 169,449 |  |  | 178,577 |
Finance lease liabilities - current |  | Other current liabilities |  | 43 |  |  | 42 |
Finance lease liabilities - non-current |  | Other non-current liabilities |  | 6,853 |  |  | 6,866 |
|  |  |  | $ | 215,378 |  |  | $ | 223,665 |

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