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Leases, Other Commitments, and Contingencies
12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Leases, Other Commitments, and Contingencies

8. LEASES, OTHER COMMITMENTS, AND CONTINGENCIES

Litigation and Claims

 

The Company is not currently a party to any material pending legal proceeding.

 

Leases

 

The Company leases comprise of its headquarters facility, office equipment, and other items. The Company's headquarters lease involved the sale of land and improvements to a third party who then constructed the facility. This lease is considered a financing lease.

Sale-Leaseback of Headquarters and Lab Facility

In September 2017, the Company consummated a sale-leaseback transaction with a third party for its corporate headquarters and lab facility.

The Company's headquarters facility is comprised of a 44,000 square-foot office and lab building, the first pilot BioFactory production system, greenhouses, and outdoor research plots. The Company was deemed the owner for accounting purposes. The lease has a term of twenty years with four options to extend its term for five years each subject to there being no default under the lease terms beyond any cure period and the Company occupying the property at the time of extension. In 2017, the Company received $7.0 million in connection with the sale of the land and uncompleted facility.

The lease commenced in May 2018. Under the lease, the Company pays an annual base rent of eight percent of the total project cost with scheduled increases in rent of 7.5 percent on the sixth, eleventh, and sixteenth anniversaries of the start of the lease commencement as well as on the first day of each renewal term. Currently, the Company pays an annual base rent of $1.4 million.

The Company is also responsible for all operating costs and expenses associated with the property. If the landlord decides to sell the property, the Company has a right of first refusal to purchase the property on the same terms offered to any third party.

Concurrent with entering the lease, Cellectis guaranteed all of the Company's obligations under the lease agreement. Cellectis’ guarantee of the Company's obligations will terminate at the end of the second consecutive calendar year in which its tangible net worth exceeds $300 million, as determined in accordance with generally accepted accounting principles. At a point when Cellectis owns 50 percent or less of the Company's outstanding common stock, the Company has agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease.

Sale-Leaseback of Equipment

The Company also has an equipment financing arrangement that is considered a financing lease. As of December 31, 2021, this arrangement requires aggregate payments of $0.6 million over the next 21 months. The Company was required to deposit cash and cash equivalent amounts equal to the future rent payments as required under the Company's equipment lease facility. As of December 31, 2021, this restricted cash totaled $0.6 million, and a portion may be requested to be returned in each of December 2022 and December 2023.

Operating Leases

 

As a lessee, the Company leases a vehicle and office equipment under various operating leases.

 

Rent expense from all operating leases was as follows:

 

 

 

 

Year ended December 31,

 

In Thousands

 

2021

 

 

2020

 

 

2019

 

Rent expense from operating leases

 

$

46

 

 

$

83

 

 

$

117

 

 

Noncancelable future lease commitments are as follows:

 

 

In Thousands

 

Operating
Leases

 

 

Capital
Leases

 

2022

 

$

12

 

 

$

1,708

 

2023

 

 

 

 

 

1,552

 

2024

 

 

 

 

 

1,487

 

2025

 

 

 

 

 

1,487

 

2026

 

 

 

 

 

1,481

 

After fiscal 2027

 

 

 

 

 

18,470

 

Total noncancelable future lease commitments

 

$

12

 

 

$

26,185