Commitments and Contingencies | 11. Commitments and Contingencies The Company determines if an arrangement is a lease at inception. Operating leases are included in the Company’s consolidated balance sheet as right-of-use assets from operating leases, current operating lease liabilities and long-term operating lease liabilities. Finance leases are included in the consolidated balance sheet as right-of-use assets from finance leases, and finance lease liabilities, non-current. Certain of the Company’s lease agreements contain renewal options; however, the Company does not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that the Company is reasonably certain of renewing the lease at inception or when a triggering event occurs. As the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments using an estimate of the Company’s collateralized borrowing rate for debt with a similar term. The Company has utilized its incremental borrowing rate based on the long-term borrowing costs of comparable companies in the biotechnology industry. Since the Company elected to account for each lease component and its associated non-lease components as a single combined lease component, all contract consideration was allocated to the combined lease component. Some of the Company’s lease agreements contain rent escalation clauses (including index-based escalations). The Company recognizes the minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. The Company will amortize this expense over the term of the lease beginning with the lease commencement date. Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred. Finance Lease The Company has a lease for a facility in Cranbury, New Jersey, consisting of 103,720 square feet of space including areas for offices, process development, research and development laboratories and 50,000 square feet will be dedicated to AAV Current Good Manufacturing Practice (cGMP) manufacturing to support the Company’s pipeline. A smaller area within this facility was originally leased in August 2018, and the lease was amended in June 2019 to include the full building (such lease, as amended, the “NJ Lease Agreement”). The NJ Lease Agreement has a term of 15 years from September 1, 2019, with an option to renew for two consecutive five-year renewal terms. Estimated rent payments for the NJ Lease Agreement are $1.2 million per annum, payable in monthly installments, depending upon the nature of the leased space, and subject to annual base rent increases of 3%. The total commitment under the NJ Lease Agreement is estimated to be approximately $29.3 million over the 15-year term of the NJ Lease Agreement. The Company paid a cash security deposit of $0.3 million to the landlord in connection with the NJ Lease Agreement which has been reflected in deposits in the consolidated balance sheets as of March 31, 2020 and December 31, 2019. The Company entered into the lease prior to the building being available for use as the building construction was not complete. The lease payment date started on September 1, 2019. At that time and as of December 31, 2019, the Company determined the lease commencement date had not occurred since the landlord improvements had not been completed. The lease payments were recorded as prepaid rent. The Company determined the lease commencement was reached on March 15, 2020 when the construction of all landlord owned improvements had been substantially completed and when the Company began including its leasehold improvements and move equipment into the space. Upon commencement of the NJ Lease Agreement, the Company recognized total right-of-use assets of $47.7 million, with a corresponding lease liability of $20.2 million. The Company reclassified $26.5 million of construction costs in progress and $1.1 million of prepaid rent as part of the right of use asset upon the lease commencement date. The total restricted cash balance for the Company’s operating leases at March 31, 2020 and December 31, 2019 was $1.0 million and $1.0 million, respectively. Operating Leases On March 31, 2016, the Company entered into a lease agreement for its office and laboratory space at the Alexandria Center for Life Sciences in New York, New York with an initial term ending on July 31, 2022 (the “NY Lease Agreement”). In connection with the NY Lease Agreement, the Company established an irrevocable standby letter of credit (“ARE LOC”) with a bank. The ARE LOC, in which the landlord is the beneficiary, serves as the Company’s security deposit on the lease. The Company has a certificate of deposit with a bank as collateral for the ARE LOC which is classified as restricted cash in the consolidated balance sheets. On June 28, 2018, the Company entered into Amendment No.1 to the NY Lease Agreement, whereby the landlord agreed to relieve the Company of its obligations under the lease for a portion of the leased space upon the takeover of the space by a replacement tenant. The Company agreed to extend the lease for the remaining laboratory space by one additional year until July 2022. In October 2018, the Company provided a new letter of credit for $0.08 million (the “New ARE LOC”) relating to the remaining lab space and the existing ARE LOC of $0.2 million was released back to the Company. The New ARE LOC expires and is automatically renewed April 8 of each succeeding calendar year until October 29, 2020, unless written notice is provided no later than 90 days before the then existing expiration date. On March 12, 2020, the Company entered into Amendment No. 2 to the NY Lease Agreement, which terminates the lease effective as of April 30, 2020 (“ARE Lease Termination). In conjunction with the Amendment No. 2 to the NY Lease Agreement, the Company paid a termination payment of $75,771. On April 22, 2020, the Company entered into Amendment No. 3 to the NY Lease Agreement that extended the termination date to May 31, 2020. In conjunction with the ARE Lease Termination, the Company reduced the ROU Asset by $0.5 million and ROU liability by $0.4 million. On June 7, 2018, the Company entered into a three year lease agreement for office space in the Empire State Building in New York, NY (the “ESB Lease Agreement”). In connection with the ESB Lease Agreement, the Company established an irrevocable standby letter of credit (the “Empire LOC”) with a bank for $0.9 million which expires on June 30, 2020 and is renewed automatically for a one year period until its expiration date of July 31, 2021. The Empire LOC serves as the Company’s security deposit on the lease in which the landlord is the beneficiary. The Company has a certificate of deposit of $0.9 million with a bank as collateral for the Empire LOC which is classified as part of restricted cash in the consolidated balance sheets as of March 31, 2020. On January 4, 2018, in connection with the Reverse Merger, the Company assumed an operating lease for Inotek’s former headquarters in Lexington, Massachusetts, with a term ending in February 2023. In July 2018, the Company signed an agreement to sublease a portion of the Lexington, Massachusetts space and in September 2018, the Company signed an agreement to sublease the remaining portion of the Lexington, Massachusetts space. Rental income received under the sublease agreement totaled $0.1 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively. Rent expense was $0.3 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively. Lease cost March 31, 2020 Operating lease cost $ 258 Finance lease cost Amortization of right of use assets 162 Interest on lease liablities 151 Total lease cost $ 571 The following table summarizes the maturity of the Company’s operating lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating and finance lease liabilities as of March 31, 2020: Maturity of operating lease liabilities March 31, 2020 2020 $ 690 2021 682 2022 445 2023 75 Total lease payments $ 1,892 Less: interest (158 ) Total operating lease liabilities $ 1,734 Maturity of finance lease liability March 31, 2020 2020 $ 1,070 2021 1,644 2022 1,689 2023 1,736 2024 1,791 Thereafter 48,767 Total lease payments $ 56,697 Less: interest (36,367 ) Total finance lease liability $ 20,330 Leases March 31, 2020 Operating right-of-use assets $ 1,470 Operating current lease liabilities 817 Operating noncurrent lease liabilities 917 Total operating lease liabilities $ 1,734 Finance right-of-use assets $ 47,541 Finance current lease liability 1,478 Finance noncurrent lease liability 18,852 Total finance lease liability $ 20,330 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 340 Cash flows from finance lease - Weighted-average remaining lease term - operating leases 2.4 years Weighted-average remaining lease term - finance lease 24 years Weighted-average discount rate - operating leases 7.77 % Weighted-average discount rate - finance lease 8.96 % Litigation From time to time, the Company may be subject to other various legal proceedings and claims that arise in the ordinary course of its business activities. Although the results of litigation and claims cannot be predicted with certainty, the Company does not believe it is party to any other claim or litigation the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on its business. 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. Indemnification Arrangements Pursuant to its bylaws and as permitted under Delaware law, the Company has indemnification obligations to directors, officers, employees or agents of the Company or anyone serving in these capacities. The maximum potential amount of future payments the Company could be required to pay is unlimited. The Company has insurance that reduces its monetary exposure and would enable it to recover a portion of any future amounts paid. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal. Throughout the normal course of business, the Company has agreements with vendors that provide goods and services required by the Company to run its business. In some instances, vendor agreements include language that requires the Company to indemnify the vendor from certain damages caused by the Company’s use of the vendor’s goods and/or services. The Company has insurance that would allow it to recover a portion of any future amounts that could arise from these indemnifications. As a result, the Company believes that the estimated fair value of these indemnification commitments is minimal. |