XML 63 R15.htm IDEA: XBRL DOCUMENT v3.3.0.814
Leases and Other Commitments
9 Months Ended
Sep. 30, 2015
Leases and Other Commitments

9. Leases and Other Commitments

Facility Leases

The Company conducts the majority of its operations in a 100,000 square foot office and laboratory facility in Cambridge, Massachusetts under a non-cancelable operating lease that extends to July 2019 with two consecutive five-year renewal options. The Company maintains an outstanding letter of credit of $1.4 million in accordance with the terms of the amended lease. In May 2012, the Company entered into a lease agreement for an additional 26,000 square feet of office space in Cambridge, Massachusetts which expires in August 2017. Future non-cancelable minimum annual rental payments through July 2019 under these leases are $1.9 million remaining in 2015, $7.5 million in 2016, $7.1 million in 2017, $6.1 million in 2018 and $3.6 million in 2019.

Binney Street, Cambridge, Massachusetts

In January 2013, the Company entered into a lease agreement for approximately 244,000 square feet of laboratory and office space in two adjacent, connected buildings which are under construction in Cambridge, Massachusetts. Under the terms of the original lease, the Company leased all of the rentable space in one of the two buildings and a portion of the available space in the second building. In September 2013, the Company entered into a lease amendment to lease all of the remaining space, approximately 142,000 square feet, in the second building, for an aggregate of 386,000 square feet in both buildings. The terms of the lease amendment were consistent with the terms of the original lease. Construction of the core and shell of the building was completed in March 2015, at which time, pursuant to a second amendment to the lease in March 2015, the Company commenced making lease payments. Construction of tenant improvements is in process and is expected to be completed in the third quarter of 2016, at which time the Company expects to occupy the buildings.

In connection with this lease, the landlord is providing a tenant improvement allowance for the costs associated with the design, engineering, and construction of tenant improvements for the leased facility. The tenant improvements will be in accordance with the Company’s plans and include fit-out of the buildings to construct appropriate laboratory and office space, subject to approval by the landlord. To the extent the stipulated tenant allowance provided by the landlord is exceeded, the Company is obligated to fund all costs incurred in excess of the tenant allowance. The scope of the planned tenant improvements do not qualify as “normal tenant improvements” under the lease accounting guidance. Accordingly, for accounting purposes, the Company is the deemed owner of the buildings during the construction period.

As construction progresses, the Company records the project construction costs incurred as an asset, along with a corresponding facility lease obligation, on the consolidated balance sheet for the total amount of project costs incurred whether funded by the Company or the landlord. Upon completion of the buildings, the Company will determine if the asset and corresponding financing obligation should continue to be carried on its consolidated balance sheet under the appropriate accounting guidance. Based on the current terms of the lease, the Company expects to continue to be the deemed owner of the buildings upon completion of the construction period. As of September 30, 2015, the Company has recorded construction in progress and a facility lease obligation of $225.9 million and $220.6 million, respectively, including the current portion of the obligation of $4.0 million included in current liabilities.

The lease has an initial term of 15 years from substantial completion of the buildings with options to renew for three terms of five years each at market-based rates. The base rent is subject to increases over the term of the lease. Based on the original and amended leased space, the non-cancelable minimum annual lease payments by calendar year beginning upon commencement of the lease are $2.4 million in 2015, $8.7 million in 2016, $25.5 million in 2017, $31.0 million in 2018, $31.5 million in 2019 and 357.4 million in total thereafter, plus the Company’s share of the facility operating expenses and other costs that are reimbursable to the landlord under the lease.

The Company maintains a letter of credit as security for the lease of $9.2 million, which is supported by restricted cash.

In August 2015, the Company entered into a sublease agreement for approximately 160,000 square feet of the total leased space in the Binney Street facility. The sublease has an initial term of 10 years from the rent commencement date which is expected to be in the third quarter of 2016 with an option to extend for the remainder of the initial term of the Company’s underlying lease. The sublease rent is subject to increases over the term of the lease. Based on the agreement, during the initial term the non-cancelable minimum annual sublease payments by calendar year beginning upon the rent commencement date of the sublease are approximately $5.3 million in 2016, $10.7 million in 2017, $10.9 million in 2018, $11.1 million in 2019 and $11.3 million in 2020 and $65.6 million in total thereafter, plus the subtenant’s share of the facility operating expenses.

Lausanne, Switzerland

In January 2013, the Company entered into a lease agreement for approximately 22,000 square feet of office space in a building in Lausanne, Switzerland, which the Company occupied in 2014. The lease has an initial term of ten years, with options to extend the term and an early termination right at the Company’s option after five years. Future non-cancelable minimum annual lease payments under the lease are expected to be approximately $0.3 million remaining in 2015, $1.1 million in 2016, $1.0 million in 2017, $1.1 million in 2018 and 2019 and $4.4 million in total thereafter.

Total rent expense for the leases described above as well as other Company leases was $2.8 million, and $1.9 million for the three-month periods ended September 30, 2015 and 2014, respectively, and $7.3 million and $5.7 million for the nine month-periods ended September 30, 2015 and 2014, respectively. Contingent rent for the three-month periods ended September 30, 2015 and 2014 was $191,000 and $167,000 respectively, and for the nine-month periods ended September 30, 2015 and 2014 was $574,000 and $519,000 respectively.

Total future non-cancelable minimum annual rental payments for the leases described above as well as other Company leases, for the next five years and thereafter are $4.7 million, $18.1 million, $33.7 million, $38.1 million, $36.2 million and $361.7 million, respectively.

Other Commitments

The Company has entered into employment agreements with each of the officers of the Company. The agreements for these officers have remaining terms as of September 30, 2015 extending through the end of 2016 or 2017, providing for aggregate base salaries of $2.3 million for the remainder of 2015, $13.3 million for 2016 and $8.3 million for 2017.