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Note 9 - Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

9. COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

The Company determines whether an arrangement is an operating lease or financing lease at inception.  Lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the term of the lease.  The Company generally uses its incremental borrowing rate, which is based on information available at the lease commencement date, to determine the present value of lease payments.

 

The Company has entered into leases primarily for real estate and equipment used in research and development.  Operating lease expense is recognized in continuing operations by amortizing the amount recorded as an asset on a straight-line basis over the lease term.  Financing lease expense is comprised of both interest expense, which will be recognized using the effective interest method, and amortization of the right-of-use assets.  These expenses are presented consistently with other interest expense and amortization or depreciation of similar assets.  In determining lease asset values, the Company considers fixed and variable payment terms, prepayments, incentives, and options to extend, terminate or purchase.  Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.

 

Balance sheet information related to right-of-use assets and liabilities is as follows:

 

 

Balance Sheet Location

 June 30, 2024 

Operating Leases:

     

Operating lease right-of-use assets

Operating lease right-of-use assets

 $9,916,247 
      

Current portion of operating lease liabilities

Operating lease, current portion

  710,863 

Noncurrent portion of operating lease liabilities

Operating lease

  5,812,538 

Total operating lease liabilities

 $6,523,401 
      

Finance Leases:

     

Finance lease right-of-use assets

Property, plant, and equipment

 $1,996,757 
      

Current portion of finance lease liabilities

Finance lease, current portion

  870,448 

Noncurrent portion of finance lease liabilities

Finance lease

  1,221,683 

Total finance lease liabilities

 $2,092,131 

 

Lease cost recognized in the unaudited interim condensed consolidated statements of operations is summarized as follows:

 

  For the Six Months Ended June 30,
  

2024

  

2023

 

Operating lease cost

 $949,552  $728,634 
         

Finance lease cost:

        

Amortization of lease assets

  531,939   630,987 

Interest on lease liabilities

  87,514   135,338 

Total finance lease costs

 $619,453  $766,325 

 

Other supplemental information related to leases is summarized as follows:

 

  June 30, 2024 

Weighted average remaining lease term (in years):

    

Operating leases

  8.34 

Finance leases

  2.61 
     

Weighted average discount rate:

    

Operating leases

  11.03%

Finance leases

  7.66%
     

Cash paid for amounts included in the measurement of lease liabilities for the six months ended June 30, 2024:

    

Operating cash flows from operating leases

 $764,256 

Operating cash flows from finance leases

 $86,584 

Financing cash flows from finance leases

 $480,445 

 

The following table summarizes our future minimum payments under contractual obligations for operating and financing liabilities as of June 30, 2024 :
  

Payments Due by Period

 
  

2024(1)

 

2025

  

2026

  

2027

  

2028

  

Thereafter

  

Total

 

Operating leases

 $695,723  $1,233,668  $1,056,589  $1,076,140  $1,096,206  $4,890,149  $10,048,475 

Less present value adjustment

  348,831   635,214   580,820   524,555   460,933   974,721   3,525,074 

Operating lease liabilities

 $346,892  $598,454  $475,769  $551,585  $635,273  $3,915,428  $6,523,401 
                             

Finance leases

 $567,958  $815,150  $722,306  $156,861  $49,664  $10,702  $2,322,641 

Less interest

  71,443   97,612   46,269   11,256   3,787   143   230,510 

Finance lease liabilities

 $496,515  $717,538  $676,037  $145,605  $45,877  $10,559  $2,092,131 

 

(1) Amounts are for the remaining six months ending December 31, 2024.

 

Headquarters and Design Center

 

The Company leased its former headquarters, located in Greensboro, North Carolina under a lease agreement that expired in June 2024.   In  July 2021, the Company entered into a lease agreement for its new headquarters and design center (also in Greensboro, North Carolina), with a lease term of ten years and two months from the date the Company commenced occupancy, in the first quarter of 2023.  Under the lease agreement, the Company is responsible for certain insurance and maintenance expenses, which are not part of the minimum lease payments.  In addition, the lease agreement contains scheduled rent increases.  The rent expense for the lease is calculated on a straight-line basis according to the lease's rental terms.  The Company commenced remitting scheduled lease payments in the second quarter of 2023.  The Company anticipates an annual lease expense of approximately $1.5 million over the term of the lease.  Lease expense recognition commenced in the first quarter of 2023.  The initial lease payment was made in the second quarter of 2023.  As disclosed in Note 5, the total cost of the new building asset additions were $7.7 million, with the Company being responsible for the balance in excess of the landlord's $3.5 million allowance (the "excess construction costs") plus deferral fees and interest.

 

In conjunction with the Company's move into the new headquarters and design center in early 2023, the Company entered into a financing lease arrangement related to furniture for the new office facilities in  April 2022.  The total cost of the furniture financed was$1.1 millionwhich included tax, freight, interim storage, and installation labor.  The Company was responsible for paying interest-only payments to the financing company related to the furniture procurement order (interest on principal of $496 thousand) placed in April 2022 prior to the first scheduled principal financing payment, which occurred in August 2022 ($246 thousand).  The Company made interest-only payments to the financing company related to the furniture procurement order through August 2022 in the amount of $17 thousand.  The total scheduled principal and interest payments to be made after June 30, 2024 related to the furniture financing are $194 thousand.

 

The Company recorded advanced rent amounts paid and payable to the landlord as long-term prepaid expenses and other on the consolidated balance sheet as of  December 31, 2022.  These amounts were reclassified to the operating lease right-of-use asset upon lease commencement in the first quarter of 2023.  

 

Legal

 

In the ordinary course of business, the Company may become involved in legal disputes.  In the opinion of management, any potential liabilities resulting from any disputes would not have a material adverse effect on the Company’s unaudited interim condensed consolidated financial statements.  As a result, no liability related to any such disputes has been recorded at June 30, 2024, or December 31, 2023.

 

Indemnification Agreements

 

From time to time, in the ordinary course of business, the Company may indemnify other parties when it enters into contractual relationships, including members of the Board of Directors, employees, customers, lessors, lenders, and parties to other transactions with the Company.  In addition, the Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant, or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances likely to be involved in each particular claim and indemnification provision.  Management believes any liability arising from these agreements will not be material to the unaudited interim condensed consolidated financial statements.  As a result, no liability for these agreements has been recorded at June 30, 2024, or December 31, 2023.

 

Employment Agreement

 

The Company has entered into an employment agreement with one executive.  This employment agreement was entered into effective as of  January 1, 2020 and automatically renews annually.  The Company desired the assurance of the executive's continued association and services to retain the executive's experience, skills, abilities, background, and knowledge. The employment is at-will, and the Company  may terminate the employment relationship at any time, with or without cause, and with or without notice.  The terms of the agreement stipulate compensation, benefits, specific restrictive covenants, and Company obligations upon termination of the employment agreement, including severance pay calculated as twelve monthly payments of the executive's monthly base salary.

 

Salary Deferral Program

 

In 2023, the Company introduced a voluntary salary deferral program in order to facilitate increased employee ownership in the Company, whereby all employees were offered the opportunity to defer a portion of their salaries, in anticipation of some or all of the deferred payments being invested in a future capital raise.  Beginning June 28, 2023, Ryan Pratt, Mark Mason, John Berg, and Kellie Chong elected to defer approximately 68%, 68%, 52%, and 25%, respectively, of their salaries as participants in the program along with a number of other employees.  The Company subsequently terminated this program and effective September 4, 2023, the Company’s entire executive management team, including Ryan Pratt, CEO and Chairman of the Company, John Berg, the Company’s Chief Financial Officer, Mark Mason, the Company’s Chief Operating Officer, and Kellie Chong, the Company’s Chief Business Officer, voluntarily reduced their salaries by 20% as part of a plan by the Company to reduce expenses.  Following the closing of the 2024 Private Placement, the Board of Directors reinstated the salaries of the management team, effective January 1, 2024.  The voluntary salary deferred payments were repaid to employees in March 2024 in accordance with the term of the deferral program.