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CPTC Loans
9 Months Ended
Jun. 27, 2014
CPTC Loans

16. CPTC LOANS

In April 2010, the Company signed an $88 million agreement to supply a proton therapy system to CPTC, a variable interest entity that was established to finance and operate the Scripps Proton Therapy Center in San Diego, California. The Company began recognizing revenues under this contract in the fourth quarter of fiscal year 2011. In June 2011, the Company signed a ten-year, approximately $60 million agreement with CPTC to service the proton therapy system which commenced in the quarter ended December 27, 2013. In addition, in September 2011, ORIX and the Company, through its Swiss subsidiary, committed to loan up to $165.3 million (“Tranche A loan”) to CPTC to fund the development, construction and initial operations of the Scripps Proton Therapy Center. ORIX is the loan agent for this facility and, along with CPTC and Scripps, has budgetary approval authority for the Scripps Proton Therapy Center. The Company’s maximum loan commitment under the Tranche A loan was $115.3 million, reflecting the Company’s pro rata share of 69.75% of the obligation to fund the initial distribution and subsequent advances. In June 2014, the Company, through its Swiss subsidiary, entered into a series of agreements pursuant to which JPMorgan Chase Bank, N.A. (“J.P. Morgan”) assumed $45 million of the Company’s original maximum commitment of $115.3 million, reducing the Company’s maximum commitment under the Tranche A loan to $70.3 million. Pursuant to these agreements, J.P. Morgan purchased $38.1 million of the Company’s outstanding Tranche A loan at par value and is obligated to fund up to an additional $6.9 million of the remaining Tranche A loan commitment. Through these agreements, the Company’s Swiss subsidiary also increased its individual loan commitment by $10 million (“Tranche B loan”) and as a result, the Company’s maximum loan commitment under the Tranche A and Tranche B loans (collectively, referred to as the “CPTC Loans”) is $80.3 million reflecting the Company’s pro rata share of 45.8% of the total obligation to fund CPTC of $175.3 million.

As of June 27, 2014, the Company had loaned $60.8 million of its $70.3 million commitment under the Tranche A loan. The Company intends to sell all or a portion of its participation in its Tranche A loan before the maturity date. Upon the sale of all or a portion of the Tranche A loan, the Company will not be required to make further loan advances for the portion of the loan that is sold. As of June 27, 2014 the Company had loaned $8.6 million of its $10.0 million commitment under the Tranche B loan. The amounts loaned under the Tranche A and Tranche B loans include accrued interest. The CPTC loans are accounted for as available-for-sale securities and recorded at fair value. The Tranche A loan is classified as a short-term investment and included in current assets and the Tranche B loan is included in other assets on the Company’s Condensed Consolidated Balance Sheets. The Tranche B loan is subordinated to the Tranche A loan in the event of default, but otherwise has the same terms as the Tranche A loan. The Company’s subsidiary is not obligated to fund any additional amounts to CPTC beyond the $80.3 million under the CPTC Loans.

Pursuant to the agreements entered into in June 2014, the CPTC Loans mature in September 2017 and bear interest at the London Interbank Offer Rate (“LIBOR”) plus 7.00% per annum with a minimum interest rate of 9.00% per annum.   Interest only payments on the CPTC Loans are due monthly in arrears until January 1, 2015, at which time monthly payments based on amortization of the principal balance over a 15-year period at the above mentioned interest rate become due and payable. The Company, as one of the lenders, is entitled to certain fees, including a commitment fee of 1.5% of the Tranche A loan commitment amount and an exit fee of 1% of the amount of CPTC Loans principal paid, whether as a result of prepayment or maturity. The CPTC Loans are collateralized by all of the assets of the Scripps Proton Therapy Center. In connection with the agreements entered into in June 2014, the Company’s subsidiary share of the gross revenues of the Scripps Proton Therapy Center for 35 years was reduced from 4% to 2.5%. Additionally, as a result of J.P. Morgan’s assumption of a portion of the Company’s maximum loan commitment, the Company’s subsidiary’s share of 2.5% of gross revenues is further proportionately split between the Company’s subsidiary and J.P. Morgan based on their maximum amount of CPTC Loans commitment. The Company’s subsidiary’s right of revenue sharing may further be reduced upon the sale of a portion of the Company’s loan and will be reduced to an amount not to exceed 1% of the gross revenues of the Scripps Proton Therapy Center upon repayment of the first $71 million of the Company’s loan amount.

The Company has determined that CPTC is a variable interest entity and that the Company holds a significant variable interest of CPTC through its subsidiary’s participation in the loan facility and its agreements to supply and service the proton therapy equipment. The Company has concluded that it is not the primary beneficiary of CPTC. The Company has no voting rights, has no approval authority or veto rights for CPTC’s budget, and does not have the power to direct patient recruitment, clinical operations and management of the Scripps Proton Therapy Center, which the Company believes are the matters that most significantly affect CPTC’s economic performance.

As of June 27, 2014, in addition to the $60.8 million of the Tranche A loan and $8.6 million of the Tranche B loan to CPTC, the Company had recorded $30.5 million in accounts receivable from CPTC, which includes unbilled accounts receivable. As of September 27, 2013, the outstanding Tranche A loan balance to CPTC was $62.7 million and the accounts receivable balance from CPTC was $48.4 million, which includes unbilled accounts receivable. The Company’s exposure to loss as a result of its involvement with CPTC was limited to the carrying amounts of these assets on its Condensed Consolidated Balance Sheets.