Commitments and Contingencies | 14. Commitments and Contingencies The 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 dedicated to AAV Current Good Manufacturing Practice (“cGMP”) manufacturing facilities 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 15-year term from September 1, 2019, with an option to renew for two consecutive five-year renewal terms. The Company determined the lease commencement date 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 on the balance sheet 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 of March 15, 2020. During the years ended December 31, 2022, and 2021, the Company reclassified an additional $0.3 million and $0.1 million, respectively of construction costs in progress bringing the aggregate reclassification through December 31, 2022, of $32.4 million of construction costs in progress as part of the right of use asset. 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 lease is estimated to be approximately $29.3 million over the 15-year term of the lease. 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 December 31, 2022 and 2021. The total restricted cash balance for the Company’s operating and finance leases at December 31, 2022 and 2021 was $0.8 million. Operating Leases 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”) for $0.9 million. On March 26, 2021, the Company entered in Amendment No. 1 to the ESB Lease Agreement (“ESB Lease Amendment”) that extended the term of the lease agreement to June 30, 2024, reduced the rent payments going forward, and reduced the Empire LOC to $0.8 million. The Empire LOC serves as the Company’s security deposit on the lease in which the landlord is the beneficiary and expires August 29, 2024. The Company has accounted for the ESB Lease Amendment as a modification to the ESB Lease Agreement and remeasured the lease liability and adjusted the operating lease right of use asset by $1.1 million as of and for the year ended December 31, 2021. The Company has a certificate of deposit of $0.8 million and $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 December 31, 2022, and 2021, respectively. On January 4, 2018, in connection with the Reverse Merger with Inotek, the Company assumed an operating lease for Inotek’s former headquarters in Lexington, Massachusetts, with a term ending on February 28, 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 $0.4 million for the years ended December 31, 2022, 2021 and 2020. These amounts are netted against rent expense in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020. On December 1, 2022, the Company completed the acquisition of Renovacor (see Note 17- “Renovacor Acquisition”) and assumed operating leases for space at facilities in Hopewell, New Jersey and Cambridge, Massachusetts with remaining lease terms of approximately 10.25 and 1.3 years, respectively. As a result, the Company recognized a total right-of-use asset of $1.2 million with corresponding total lease liabilities of $1.0 million. In addition, the lease commencement date has not occurred for certain portions of the facility in Hopewell, New Jersey as of December 31, 2022. As a result, future lease payments of approximately $4.3 million are not recorded on the Company’s consolidated balance sheets and excluded from the table of future operating lease payments below. The Company intends to sublease both premises through the remainder of their lease terms. Rent expense was $1.2 million, $1.1 million, and $0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Lease cost December 31, 2022 Operating lease cost $ 818 Finance lease cost Amortization of right of use assets 2,139 Interest on lease liablities 1,861 Total lease cost $ 4,818 The following table summarizes the maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s balance sheet as of December 31, 2022: Maturity of operating lease liabilities December 31, 2022 2023 862 2024 429 2025 157 2026 151 2027 99 Thereafter 568 Total lease payments $ 2,266 Less: interest (405 ) Total operating lease liabilities $ 1,861 Maturity of finance lease liability December 31, 2022 2023 1,735 2024 1,791 2025 1,856 2026 1,912 2027 1,969 Thereafter 43,032 Total lease payments $ 52,295 Less: interest (31,290 ) Total finance lease liability $ 21,005 December 31, 2022 Operating right-of-use assets $ 1,972 Operating current lease liabilities 773 Operating noncurrent lease liabilities 1,088 Total operating lease liabilities $ 1,861 Finance right-of-use assets $ 46,664 Finance current lease liability 1,736 Finance noncurrent lease liability 19,269 Total finance lease liability $ 21,005 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 938 Cash flows from finance lease $ 1,689 Weighted-average remaining lease term - operating leases 4.8 years Weighted-average remaining lease term - finance lease 21.7 years Weighted-average discount rate - operating leases 6.44 % Weighted-average discount rate - finance lease 8.96 % Litigation From time to time, the Company may be subject to 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. |