Commitments and contingencies

3 Months Ended

Mar. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Commitments and contingencies

Employment agreements

We have employment agreements with certain key employees. None of these employment agreements is for a definitive period, but rather each will continue indefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. Under certain conditions and for certain of these officers, we may be required to pay additional amounts upon terminating the employee or upon the employee resigning for good reason.

Litigation

From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business, as our industry is characterized by frequent claims and litigation, including claims regarding intellectual property. Management does not believe any of the current claims are material to the Company’s business. Future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company carries certain insurance policies that may cover the aforementioned costs. The probability of claims that could result in a loss are evaluated and disclosed, as needed, individually and on a gross basis. Management is not aware of any significant pending or threatened litigation that is anticipated to result in unfavorable judgments against the Company other than those listed below.

Pending litigation item

One lawsuit has been filed by a previous customer seeking payment for losses allegedly related to commercial freezer products from Global Cooling prior to its divestiture. Pursuant to the Global Cooling Purchase Agreement, the Company is required to indemnify Global Cooling for preexisting legal contingencies and if this previous customer was successful on such claim, then the Company would be responsible for indemnifying Global Cooling for any losses. This lawsuit does not currently have probable outcomes determined and we continue to defend vigorously against the claims made. An estimate for a reasonably possible loss or range of loss cannot be made, though we expect any potential loss incurred to be covered by insurance.

Indemnification

As permitted under Delaware law and in accordance with the Company’s bylaws, the Company is required to indemnify its officers and directors for certain errors and occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has not recorded any liabilities for these indemnification rights and agreements as of March 31, 2025 and December 31, 2024.

Purchase obligations

Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable pricing provisions and the approximate timing of the transactions. As of March 31, 2025, our total short-term obligations were $10.0 million.

Non-income related taxes

Companies are required to collect and remit sales tax from certain customers if the company is determined to have nexus in a particular state. Upon the determination of nexus, which varies by state, companies are additionally required to maintain detailed record of specific product and customer information within each jurisdiction in which it has established nexus to appropriately determine their sales tax liability, requiring technical knowledge of each jurisdiction’s tax case law. During the year ended December 31, 2024, the Company determined that a sales tax liability related to the periods of 2019 through 2024 was probable and determined an estimated liability. The estimated liability was approximately $3.9 million and $4.3 million as of March 31, 2025 and December 31, 2024, respectively. Due to the variety of jurisdictions in which this estimated liability relates to and our ongoing assessment of sales taxes owed, we cannot predict when final liabilities will be satisfied. We will reevaluate the estimated liability and timing of satisfaction each reporting period.