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Commitments and Contingencies
3 Months Ended
Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

8. COMMITMENTS AND CONTINGENCIES

Operating Leases—In December 2017, the Company entered into a noncancelable operating lease for approximately 67,000 square feet of research and development, manufacturing and general office space in Bedford, Massachusetts. Prior to a subsequent amendment described below, the lease was set to expire in February 2027 with an option for an additional five-year term. Rent became due under the lease in two phases; rent on the first 46,000 square feet started in September 2018 and rent on the remaining 21,000 square feet started in March 2019. The initial annual base rent was $39.50 per square foot and increases by three percent annually. The Company is obligated to pay, on a pro-rata basis, real estate taxes and operating costs related to the premises. The lease agreement allowed for a tenant improvement allowance not to exceed $10.9 million, which the Company received in full, to be applied to the total cost of tenant improvements to the leased premises. The unamortized balance of the tenant improvement allowance was included in deferred rent incentives and recorded as a reduction to operating right-of-use asset upon adoption of the new leasing standards.

In November 2021, the Company entered into an amendment of its December 2017 lease agreement (the “Lease Amendment”) for its corporate headquarters in Bedford, Massachusetts. The Lease Amendment increases the space under lease by approximately

23,011 square feet (the "Expansion Premises") and extended the expiration date of the existing premises under the lease from February 2027 to June 2030. The payment term with respect to the Expansion Premises commenced on May 1, 2022 and continues for a period of ten years and five months. The term of the Expansion Premises and the existing premises are not coterminous. Annual base rent for the existing premise under the Lease Amendment is approximately $4.7 million beginning on March 1, 2027, and increases by three percent annually; annual base rent for the Expansion Premises is approximately $1.4 million per year and increases by three percent annually. The Lease Amendment allows for tenant improvement allowances not to exceed $6.3 million in the aggregate. The Lease Amendment was accounted for as a lease modification and the right-of-use asset and operating lease liability for the existing premises were remeasured at the modification date, which resulted in an increase of $10.9 million to both the right-of-use asset and operating lease liabilities. In February 2022, the Company revised its assumption for when it expects to utilize the tenant improvement allowances. This change in assumption was accounted for as a lease modification and the right-of-use asset and operating lease liability for the existing premises were remeasured at the modification date, which resulted in an increase of $0.2 million to both the right-of-use asset and operating lease liabilities.

In March 2022, in accordance with its transaction with OXB Solutions, the Company assigned all of its right, title and interest in, to and under its corporate headquarters lease to OXB Solutions and entered into a sublease agreement whereby OXB Solutions subleased certain premises in its facility to Homology. However, as the Company has not been released from being the primary obligor under such lease, the related right-of-use asset and operating lease liability were not derecognized and remain on the Company’s balance sheet and the Company acts as sublessor to OXB Solutions for accounting purposes. See Note 5 for details. During the three months ended March 31, 2023, the Company received $0.8 million in sublease payments from OXB Solutions, which is recorded as a reduction to lease cost.

In September 2022, the Company concluded that 100% of the tenant improvement allowances would be utilized by OXB Solutions. This change in assumption was accounted for as a lease modification and the right-of-use asset and operating lease liability for the existing premises were remeasured at the modification date, which resulted in an increase of $6.1 million to both the right-of-use asset and operating lease liabilities.

The following table summarizes operating lease costs and variable lease costs, as well as sublease income:

 

 

 

Three months ended March 31,

 

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Operating lease costs

 

$

1,088

 

 

$

924

 

Variable lease costs

 

 

734

 

 

 

634

 

Sublease income

 

 

(769

)

 

 

(310

)

Net lease cost

 

$

1,053

 

 

$

1,248

 

The maturities of the Company's operating lease liabilities and minimum lease payments as of March 31, 2023 were as follows:

 

For the Years Ending December 31,

 

Amount
(in thousands)

 

2023

 

 

3,230

 

2024

 

 

4,578

 

2025

 

 

4,715

 

2026

 

 

4,857

 

Thereafter

 

 

26,266

 

Total undiscounted lease payments

 

$

43,646

 

Less: imputed interest

 

 

(14,545

)

Present value of operating lease liabilities

 

$

29,101

 

 

The following table summarizes the lease term and discount rate as of March 31, 2023:

 

 

 

As of March 31, 2023

 

Weighted-average remaining lease term (years)

 

 

 

Operating leases

 

 

8.0

 

Weighted-average discount rate

 

 

 

Operating leases

 

 

10.6

%

 

The following table summarizes the supplemental cash flow information related to the Company's operating lease:

 

 

 

Three months ended March 31,

 

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

1,101

 

 

$

877

 

Increase in lease liabilities and right-of-use assets due to lease remeasurements

 

$

 

 

$

199

 

Legal Proceedings—On March 25, 2022, the Company and certain of its executives were named as defendants in a putative securities class action lawsuit filed in the United States District Court for the Central District of California; Pizzuto v. Homology Medicines, Inc., No. 2:22–CV–01968 (C.D. Cal 2022). The complaint alleges that the Company failed to disclose certain information regarding efficacy and safety in connection with a Phase I/II HMI-102 clinical trial, and seeks damages in an unspecified amount. The case is in its early stages. The Company believes the claims alleged lack merit and has filed a motion to transfer venue (filed September 2, 2022) and a motion to dismiss (filed October 17, 2022). On April 18, 2023, the court granted the motion to transfer, finding that venue was not proper in the Central District of California and transferring the case to the District of Massachusetts. Following the transfer, the case number changed to 1:23-cv-10858-AK (D. Mass.). The motion to dismiss remains pending. As the outcome is not presently determinable, any loss is neither probable nor reasonably estimable.