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Sale of Corporate Headquarters and Related Leaseback
12 Months Ended
Dec. 31, 2015
Sale of Corporate Headquarters and Related Leaseback  
Sale of Corporate Headquarters and Related Leaseback

 

Note 3. Sale of Corporate Headquarters and Related Leaseback

        On January 30, 2015, the Company sold its corporate headquarters facility to Beverly Property Owner LLC ("Beverly Properties"), an affiliate of Middleton Partners, based in Northbrook, Illinois, for the purchase price of $48.9 million. As part of this sale, the Company also entered into a 22-year lease agreement with Beverly Properties, with the right to extend the term of the lease for five successive periods of five years each. The Company holds a right of first offer under the lease which requires the landlord to negotiate with the Company for a 45 day period if the landlord desires to sell the leased property and the Company is willing to meet a price requested by the landlord. If a sale is not consummated as a result of that negotiation, the landlord may not sell the property to another purchaser for a price less than 95% of the price initially requested from the Company, or on terms materially less favorable than those requested. The Company will pay rent of $4.7 million for the first year of the lease, with increased annual rent payments thereafter that will increase to $7.3 million in year twenty-two. At the time of this sale, the Company discharged an outstanding term loan (the "Term Loan") of $14.4 million, with related accrued interest, and paid a pre-payment penalty to Northern Bank and Trust Company for a total payment of $14.8 million.

        The Company accounted for the sale leaseback transaction as a financing arrangement for financial reporting purposes, as required by applicable accounting standards in light of the Company's continuing involvement with the property, given the $5.9 million collateralized letter of credit requirement. See Note 11 for further discussion. As such, at the time of sale, the Company recorded a financing obligation in the amount of $48.9 million, less a pre-paid rent amount of $0.4 million, for a net liability of $48.5 million. Upon the adoption of Accounting Standards Update 2015-03, the Company reduced the carrying value of the financing obligation for debt issuance costs related to this transaction by $0.9 million, for a net liability of $47.6 million. The Company classified the liability as long-term due to initial rent payments relating only to interest with future principal payments occurring outside of one year. The Company retained the historical costs of the property and the related accumulated depreciation on its financial books within property, plant and equipment. The property will continue to be depreciated over the shorter of its useful life or the initial lease term of 22 years. The associated lease payments, less the portion considered to decrease the financing liability, will be recorded as interest expense using the effective interest method. The implicit interest rate on the associated cash flows during the initial 22 year lease term is 10.65%. The Company paid $4.3 million in rent to Middleton Partners in 2015 in relation to this lease. See Note 17 for the schedule of contractual lease payments relating to the sale leaseback obligation.

        The Company does not anticipate any federal or state tax liability associated with the taxable gain on the sale of the building due to its ability to use net operating loss carry forwards and tax credits, currently fully offset with valuation allowance, and has not provided for any federal or state tax expense.