Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 |
Commitments and Contingencies | ' |
14. Commitments and Contingencies |
Lease Commitments |
The Company leases its office space under non-cancelable operating leases, some of which contain payment escalations. The Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and records the difference between cash rent payments and rent expense recognized in the consolidated statements of operations as accrued rent within accrued expenses (current) and other liabilities (non-current). The Company also leases office equipment under operating leases that expire at various dates through 2015. |
Future minimum lease payments under non-cancelable operating and capital leases at June 30, 2014 are as follows: |
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Years Ending December 31, | | Operating Leases | | | Capital Leases | | | Total | |
Remaining 2014 | | $ | 7,940 | | | $ | 419 | | | $ | 8,359 | |
2015 | | | 6,882 | | | | 664 | | | | 7,546 | |
2016 | | | 4,241 | | | | 496 | | | | 4,737 | |
2017 | | | 3,700 | | | | 146 | | | | 3,846 | |
2018 | | | 2,363 | | | | — | | | | 2,363 | |
Thereafter | | | 3,198 | | | | — | | | | 3,198 | |
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Total | | $ | 28,324 | | | | 1,725 | | | $ | 30,049 | |
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Less amount representing interest | | | | | | | (95 | ) | | | | |
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Present value of minimum lease payments | | | | | | $ | 1,630 | | | | | |
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Data Center Agreements |
The Company has agreements with various vendors to provide specialized space and services for the Company to host its software application. Future minimum payments under non-cancelable data center agreements at June 30, 2014 totaling $2,035, of which, $887 and $1,148 will become payable in the years ending December 31, 2014 and 2015, respectively. |
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Purchase Commitments |
As of June 30, 2014, the Company had non-cancelable purchase commitments related to telecommunications, subscription fees for third-party data (such as Internet maps) and subscription fees for software services totaling $7,485, of which $5,190, $1,933, and $362 will become payable in the years ending December 31, 2014, 2015, and 2016, respectively. |
Indemnification Agreements |
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements, from services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and certain of its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its consolidated financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of June 30, 2014 and December 31, 2013. |
Litigation |
From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive notification alleging infringement of patent or other intellectual property rights. The Company is not a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation, that, in its opinion, would have a material adverse effect on its business or its consolidated financial position, results of operations or cash flows should such litigation be resolved unfavorably. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. |
On May 19, 2014, Rothschild Location Technologies, LLC filed a complaint against the Company (Rothschild Location Technologies, LLC v. FleetMatics USA, LLC) in the United States District Court for the District of Delaware. This complaint has not been served. The complaint alleges that we infringed U.S. Patent No. 8,606,503, entitled “Device, System and Method for Remotely Entering, Storing and Sharing Addresses for a Positional Information Device.” As this matter is in its early stages, we do not believe that a loss is probable and are unable to reasonably estimate a possible loss or range of loss. While we do not believe that this litigation will have a material adverse effect on our business, financial condition, operating results, or cash flows, we cannot assure you that this will be the case. |
On January 2, 2014, we were sued by GPNE Corp. in a patent-infringement case (GPNE Corp. v. FleetMatics USA, LLC, Civil Action No. 13-2049 (LPS)) (United States District Court for the District of Delaware). The original complaint alleges that we have infringed U.S. Patent No. 7,555,267 entitled “Network Communication System Wherein a Node Obtains Resources For Transmitting Data By Transmitting Two Reservation Requests” (“the ‘267 Patent”) and U.S. Patent No. 8,086,240 entitled “Data Communications Using A Reserve Request And Four Frequencies To Enable Transmitting Data Packets Which Can Include a Count Value And Termination Indication Information” (“the ‘240 Patent”). On May 6, 2014, the parties filed a joint stipulation dismissing the ’267 patent with prejudice. On May 7, 2014, GPNE Corp. filed an amended complaint alleging that we infringed the ’240 patent and U.S. Patent No. 7,570,954, entitled “Communication System Wherein A Clocking Signal From A Controller, A Request From A Node, Acknowledgement of the Request, And Data Transferred From The Node Are All Provided on Different Frequencies, Enabling Simultaneous Transmission Of These Signals.” In response to GPNE’s amended complaint, we denied infringement, asserted invalidity, and counterclaimed with state-law claims for tortious interference with business relations and unfair competition. GPNE Corp. seeks damages rather than an injunction. As this matter is in its early stages, we are unable to estimate whether a loss is reasonably possible. While we do not believe that this litigation will have a material adverse effect on our business, financial condition, operating results, or cash flows, we cannot assure you that this will be the case. |
On August 14, 2012, a putative class action complaint was filed in the Sixth Judicial Circuit in Pinellas County, Florida, entitled U.S. Prisoner Transport, et al. v. FleetMatics USA, LLC, et al., Case No. 1200-9933 CI-20. We removed the case to the United States District Court for the Middle District of Florida on September 13, 2012, U.S. Prisoner Transport, et al. v. FleetMatics USA, LLC, et al., Case No. 8:12-CV-2079. We moved to dismiss the complaint on September 20, 2012. Plaintiffs filed an amended complaint on October 4, 2012 and changed the case caption to Brevard Extraditions, Inc., d/b/a U.S. Prisoner Transport, et al. v. FleetMatics USA, LLC, et al. We moved to dismiss the amended complaint on October 18, 2012. The Court denied our motion to dismiss in part and granted it in part on September 27, 2013, and granted plaintiffs leave to file a second amended complaint. Plaintiffs filed a second amended complaint on October 11, 2013. The second amended complaint alleges essentially the same claims as previously alleged. On January 21, 2014, the parties executed an agreement to a settlement with class members for an aggregate of $525,000, which was subject to Court approval. On June 27, 2014, the court granted final approval of the settlement and dismissed the case with prejudice. |