Quarterly report pursuant to Section 13 or 15(d)

11. COMMITMENTS AND CONTINGENCIES

v3.21.1
11. COMMITMENTS AND CONTINGENCIES
9 Months Ended
Feb. 28, 2021
Notes  
11. COMMITMENTS AND CONTINGENCIES

11. COMMITMENTS AND CONTINGENCIES 

 

Litigation

 

From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company's management's judgment have a material adverse effect on the Company.

 

Leases

 

The Company leases office space and office equipment under non-cancelable lease agreements expiring on various dates through October 2028. Office leases contain provisions for future rent increases. The Company adopted ASC 842 from inception, requiring the Company to recognize an asset and liability on the condensed consolidated balance sheets for lease arrangements with terms longer than 12 months. The Company has elected the practical expedient to not apply the recognition requirement to leases with a term of less than one year (short term leases). The Company uses its incremental borrowing rate to discount lease payments to present value. The incremental borrowing rate is based on the estimated interest rate the Company could obtain for borrowing over a similar term of the lease at commencement date. Rental escalations, renewal options and termination options, when applicable, have been factored into the Company’s determination of lease payments when appropriate. The Company does not separate lease and non-lease components of contracts. Variable payments related to pass-through costs for maintenance, taxes and insurance or adjustments based on an index such as Consumer Price Index are not included in the measurement of the lease liability or asset and are expensed as incurred.

 

The components of lease expense were as follows:

 

 

 

For the Three

Months Ended

February 28,

2021

 

For the Nine

Months Ended

February 28,

2021

 

 

(Unaudited)

 

(Unaudited)

Operating lease

$

387,657

$

1,125,081

Interest on lease liabilities

 

43,200

 

141,265

Total net lease cost

$

430,857

$

1,266,346

 

Supplemental balance sheet information related to leases was as follows:

 

 

 

February 28,

2021

 

May 31,

2020

 

 

(Unaudited)

 

 

Operating leases:

 

 

 

 

Operating lease ROU assets – net

$

3,948,730

$

4,770,280

 

 

 

 

 

Current operating lease liabilities, included in current liabilities

$

1,402,300

$

1,288,216

Noncurrent operating lease liabilities, included in long-term liabilities

 

2,609,255

 

3,482,064

Total operating lease liabilities

$

4,011,555

$

4,770,280

 

Supplemental cash flow and other information related to leases was as follows:

 

 

 

Nine Months

Ended

February 28,

2021

 

 

(Unaudited)

Cash paid for amounts included in the measurement of lease liabilities:

 

 

Operating cash flows from operating leases

$

981,967

ROU assets obtained in exchange for lease liabilities:

 

 

Operating leases

$

223,242

Weighted average remaining lease term (in years):

 

 

Operating leases

 

4.07

Weighted average discount rate:

 

 

Operating leases

 

4.25%

 

As of February 28, 2021, future minimum lease payments under noncancelable operating leases are as follows:

 

Future Minimum Payments for the

Twelve Months Ending February 28,

 

 

2022

$

1,540,430

2023

 

1,171,056

2024

 

472,635

2025

 

412,810

2026

 

263,736

Thereafter

 

513,706

Total lease payments

 

4,374,373

Less: imputed interest

 

(362,818)

Total lease obligations

$

4,011,555

 

Accounts Receivable Facility

 

On May 29, 2020, the Company entered into a Secured Accounts Receivable Facility (the “Facility”) with Corefund Capital, LLC (“Core”), pursuant to which Core agreed to purchase from the Company up to an aggregate of $12,000,000 of accounts receivables. The Facility provides Core with security interests in purchased accounts until the accounts have been repurchased by the Company or paid by the customer. The Facility includes fees payable to Core based on the number of days between the date on which an account was purchased by Core and the date on which the Company repurchased the account or the customer paid, as follows: (i) Less than or equal to 30 days, a 1.5% fee; (ii) more than 30 days but less than or equal to 40 days, a 1.75% fee; (iii) more than 40 days but less than or equal to 50 days, a 2.0% fee; (iv) more than 50 days but less than or equal to 60 days, a 2.25% fee; (v) more than 60 days but less than or equal to 90 days, a 2.50% fee; (vi) if more than 90 days, a 2.50% fee for each additional week or portion thereof. Fees related to factoring transactions with Core were approximately $1,271,000 and $3,156,000 for the three and nine months ended February 28, 2021, respectively. The net principal balance of trade accounts receivable outstanding under the factoring agreement was approximately $33,700,000 and $3,900,000 as of February 28, 2021 and May 31, 2020, respectively.

 

On November 2, 2020, the Company, entered into an Amendment to the Facility (the “Amendment”) with Core, pursuant to which the Company and Core agreed to increase the credit line provided in the original Secured Accounts Receivable Facility, dated May 29, 2020, from $12,000,000 up to $25,000,000. The remaining terms of the Facility were unchanged by the Amendment. The Facility is set to expire on May 29, 2021.