Quarterly report pursuant to Section 13 or 15(d)

Commitments and Contingencies

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Commitments and Contingencies
3 Months Ended
Mar. 31, 2015
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

9. Commitments and Contingencies

 

Lease Obligations - The Company leases office space, a corporate apartment, office furniture and equipment under various operating lease agreements.

 

The Company leases an office for its headquarters in Illinois, as well as office spaces for its events business, sales and administrative offices under non-cancelable lease arrangements that provide for payments on a graduated basis with various expiration dates.

 

Rent expense, amounting to $375,588 and $25,412 for the three months ended March 31, 2015 and 2014, respectively, is included in general and administrative expense in the condensed consolidated statements of comprehensive loss. Included in rent expense for the three months ended March 31, 2015 and 2014 is $15,000 and $0 of sublease income, respectively.

 

Future annual minimum payments due under the leases are summarized as follows:

 

Year ending December 31,

   

2015 (nine months)

$ 1,265,175  

2016

  1,639,487  

2017

  1,614,844  

2018

    1,328,241  

2019

    101,187  
    $ 5,948,934  

 

Legal Proceedings

 

NAPW, Inc., the Company's wholly-owned subsidiary and successor by merger to Old NAPW, is a defendant in the related cases of  Constantino v. NAPW, Inc., No. 0000074/2013 (Sup. Ct., Nassau Co.), filed on January 3, 2013 in the County Court for Nassau County, New York, and DeLisi, et al. v. NAPW, Inc. , No. 2:13-CV-05322 (E.D.N.Y.), filed on September 25, 2013 in federal court for the Eastern District of New York. These cases involve allegations made by four former employees of same sex sexual harassment by a female sales manager over a period of several years. Upon learning of these allegations, which came only after the employees involved were terminated for cause, Old NAPW engaged an independent investigator that conducted an investigation and returned a conclusion that the allegations were unfounded. Both cases are in the advanced stages of discovery. In February of 2015 the defendants, in conjunction with their insurance carrier, made an offer of judgment to the federal plaintiffs. In March of 2015 two of the federal plaintiffs accepted the offers of judgment and are now removed from the case, leaving two federal plaintiffs. In April of 2015, the parties agreed to a settlement in principle, with the agreed-upon settlement amount largely within the limits of applicable insurance. While the parties have not yet finalized their settlement and are working out final logistical details at this time, we do not anticipate the Company's contribution to the settlement will have a material effect on its financial condition.

 

Noble Voice LLC, a wholly-owned subsidiary of the Company acquired in connection with the Global Outreach Ventures acquisition, is party to litigation captioned as  Expand, Inc. v. Noble Voice LLC et al., CASE NO.: 2014-CA-9366 A (Orange County, FL Circuit Court) pursuant to which Expand, Inc., d/b/a SoftRock, Inc. (“SoftRock”) filed a complaint against Noble Voice LLC and certain other defendants (the “Noble Voice Defendants”) on or about September 10, 2014 alleging the existence of a purported conspiracy by Noble Voice and the other defendants to breach the individual Noble Voice Defendants' Non-Compete Agreements and separate Confidentiality Agreements, misappropriation of trade secrets by some but not all Noble Voice Defendants, tortious interference and seeking injunctive relief. On March 2, 2015 the defendants filed their motion to dismiss all claims.  That motion, which if granted would dispose of the claims against defendants, is pending. The outcome of this lawsuit is uncertain, however, the Company believes that the claims asserted are without merit and intends to vigorously defend itself against the claims.

 

General Legal Matters

 

From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations.