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Commitments and Contingencies
12 Months Ended
Dec. 31, 2022
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 4: Commitments and Contingencies

(a) Commitments

The Company has commitments for future payments related to office facilities leases and other contractual obligations. The Company leases its office facilities under operating lease agreements in accordance with ASC 842 and recognizes rent expense on a straight-line basis over the lease term with any lease incentive amortized as a reduction of rent expense over the lease term. Other contractual obligations primarily relate to minimum contractual payments due to outside service providers.

Future minimum payments are approximately as follows:

 

(In Thousands)

 

Facilities

operating

leases

 

 

Other

contractual

obligations

 

 

Total

 

2023

 

 

1,540

 

 

 

2,502

 

 

 

4,042

 

2024

 

 

562

 

 

 

196

 

 

 

758

 

2025

 

 

566

 

 

 

 

 

 

566

 

2026

 

 

400

 

 

 

 

 

 

400

 

2027 and thereafter

 

 

380

 

 

 

 

 

 

380

 

Total minimum payments

 

$

3,448

 

 

$

2,698

 

 

$

6,146

 

(1) For additional information regarding the Company's facilities operating leases, see Note 3. Leases of the Notes to Consolidated Financial Statements for further discussion.

 

 

(b) Contingencies

The Company from time to time is a party to disputes and legal and administrative proceedings arising from the ordinary course of business. We could become in the future subject to legal proceedings, governmental investigations, and claims in the ordinary course of business, including employment claims, contract-related claims, and claims of alleged infringement of third-party patents, trademarks, and other intellectual property rights. Such claims, even if not meritorious, could force us to expend significant financial and managerial resources and could be material.

In some agreements to which the Company is a party to, the Company has agreed to indemnification provisions of varying scope and terms with customers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions. However, the maximum potential amount of the future payments the Company could be required to make under these indemnification provisions could be material.

 

On October 21, 2022, the Shareholder Representatives for the former shareholders of Telmetrics, Inc. filed litigation against the Company in the U.S. District Court for the District of Delaware. The plaintiffs are asserting claims under a share purchase agreement and escrow agreement regarding entitlement to an earnout of up to $3 million and $1 million that was placed in escrow to secure indemnification obligations. On March 1, 2023, the Company filed a motion to compel arbitration and/or dismiss this litigation. On March 22, 2023, the plantiffs filed an amended complaint also seeking substantial punitive damages. While we believe we have meritorious defenses to

this lawsuit and are vigorously defending against it, litigation is inherently uncertain and we cannot currently predict the ultimate outcome of this matter.

While any litigation contains an element of uncertainty, the Company is not aware of any legal proceedings or claims which are pending that the Company believes, based on current knowledge, will have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or liquidity.