COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | ' |
5.COMMITMENTS AND CONTINGENCIES |
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Operating Lease Commitment |
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On November 29, 2011 and as amended on September 17, 2012, the Company entered into a commercial lease for 26,150 square feet of office, laboratory and manufacturing space in Cambridge, Massachusetts (as subsequently amended, the “Cambridge Lease”). The term of the Cambridge Lease is for six years and three months, with one five-year extension option. The Cambridge Lease also requires a standby letter of credit in the amount of $311,000 (see Note 3). |
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The Cambridge Lease contains certain rent escalation clauses. The Company recognizes rent expense on a straight-line basis over the term of the Cambridge Lease and records the difference between the amount charged to expense and the rent paid as a deferred rent liability. As of September 30, 2014, the amount of deferred rent liability is $522,000 and is included in accrued expenses. |
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It is the Company’s policy to assess whether improvements made to the space rented under operating leases should be accounted for as “lessor” or “lessee” assets. If the landlord/lessor makes the improvements and presents the Company with the finished space on a “turnkey” basis, the Company views the assets as being lessor assets. When the Company does the remodeling work and receives an allowance that may or may not cover all the costs, the Company makes a judgment as to the classification between lessor and lessee assets. The Company considers an asset to be a lessor asset if all of the following criteria are met: |
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| · | | the lease specifically requires the lessee to make the improvement, | |
| · | | the improvement is fairly generic, | |
| · | | the improvement increases the fair value of the property to the lessor, and | |
| · | | the useful life of the improvement is longer than the Company’s lease term. | |
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If any of the above criteria are not met, the Company considers the assets to be lessee assets, which are recorded as leasehold improvements in the Company’s consolidated balance sheets and payments received from the lessor to fund any portion of the cost of lessee assets are accounted for as lease incentives. Assets considered to be lessor assets are not reflected in the Company’s consolidated balance sheets. To the extent that the Company paid for such lessor assets and was not reimbursed through construction allowances, such net payments are recorded as leasehold improvements, which are amortized to rent expense over the lease term. As of September 30, 2014, such leasehold improvements totaled $390,000. |
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Pursuant to the terms of the Company’s non-cancelable lease agreements in effect at September 30, 2014, the future minimum rent commitments are as follows (in thousands): |
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Year Ended December 31, | | | |
2014 | | 306 | |
2015 | | 1,243 | |
2016 | | 1,269 | |
2017 | | 1,295 | |
2018 | | 1,049 | |
Total | | $ | 5,162 | |
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Total rent expense for the nine months ended September 30, 2014 and 2013, including month-to-month leases, was $861,000 and $838,000, respectively. Total rent expense for the three months ended September 30, 2014 and 2013, including month-to-month leases, was $287,000 and $241,000, respectively |
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On September 4, 2013, the Company entered into a settlement agreement with the landlord of one of its proprieties, which resulted in the receipt of approximately $286,000 in prepaid rent as consideration for the settlement of litigation. The settlement has been included in deferred rent payable, and the benefit will be amortized through rent expense over the lease term. |
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Litigation |
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On July 31, 2014, a putative securities class action lawsuit was filed in the United States District Court for the District of Massachusetts, naming our Company and Mr. Reynolds, as defendants. The lawsuit alleges violations of the Securities Exchange Act of 1934 in connection with allegedly false and misleading statements related to the timing and completion of the clinical study of our Scaffold product. The plaintiff seeks class certification for purchasers of our common stock during the period from April 5, 2013 through August 26, 2013 and unspecified damages. The Company intends to vigorously defend the lawsuit. |
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