Summarized Financial Information of Equity Affiliates | (5) Summarized Financial Information of Equity Affiliates In accordance with the Financial Accounting Standards Board’s (“FASB”) standards and guidance relating to accounting for investments and real estate ventures, we account for our unconsolidated investments in LLCs which we do not control using the equity method of accounting. The third-party members in these investments have equal voting rights with regards to issues such as, but not limited to: (i) divestiture of property; (ii) annual budget approval, and; (iii) financing commitments. These investments, which represent 33% to 95% non-controlling ownership interests, are recorded initially at our cost and subsequently adjusted for our net equity in the net income, cash contributions to, and distributions from, the investments. Pursuant to certain agreements, allocations of sales proceeds and profits and losses of some of the LLC investments may be allocated disproportionately as compared to ownership interests after specified preferred return rate thresholds have been satisfied. At September 30, 2015, we have non-controlling equity investments or commitments in five jointly-owned LLCs which own MOBs. We accounted for these LLCs on an unconsolidated basis pursuant to the equity method since they are not variable interest entities. The majority of these LLCs are joint-ventures between us and non-related parties that manage and hold minority ownership interests in the entities. Each LLC is generally self-sustained from a cash flow perspective and generates sufficient cash flow to meet its operating cash flow requirements and service the third-party debt (if applicable) that is non-recourse to us. Although there is typically no ongoing financial support required from us to these entities since they are cash-flow sufficient, we may, from time to time, provide funding for certain purposes such as, but not limited to, significant capital expenditures, leasehold improvements and debt financing. Although we are not obligated to do so, if approved by us at our sole discretion, additional cash fundings are typically advanced as equity or member loans. These LLCs maintain property insurance on the properties. The following property table represents the five LLCs in which we own a noncontrolling interest and were accounted for under the equity method as of September 30, 2015 and December 31, 2014: Name of LLC/LP Ownership Property Owned by LLC Suburban Properties 33 % Suburban Medical Plaza II Brunswick Associates (a.) 74 % Mid Coast Hospital MOB Arlington Medical Properties (b.) 75 % Saint Mary’s Professional Office Building Grayson Properties (c.) 95 % Texoma Medical Plaza FTX MOB Phase II (d.) 95 % Forney Medical Plaza II (a.) This LLC has a third-party term loan, which is non-recourse to us, of $8.8 million outstanding as of September 30, 2015. (b.) We have funded $5.2 million in equity as of September 30, 2015 and are committed to invest an additional $1.2 million. This LLC had a third-party term loan, which was non-recourse to us, of $22.7 million, outstanding as of September 30, 2015. In October, 2015, we borrowed an additional $22.8 million under our Credit Agreement to repay this outstanding third-party mortgage loan on its scheduled maturity date. These funds were advanced as a member loan to Arlington Medical Properties, LLC pursuant to a short-term, 5.29% fixed rate note with a scheduled maturity date of April 10, 2016. (c.) We have funded $2.7 million in equity as of September 30, 2015, and are committed to fund an additional $300,000. This building is on the campus of a UHS hospital and has tenants that include subsidiaries of UHS. This LLC has a third-party term loan, which is non-recourse to us, of $14.7 million outstanding as of September 30, 2015. (d.) We have committed to invest up to $2.5 million in equity and debt financing, of which $1.5 million has been funded as of September 30, 2015. This LLC has a third-party term loan, which is non-recourse to us, of $5.5 million outstanding as of September 30, 2015. Effective August 1, 2014, we purchased the minority ownership interests, ranging from 5% to 15%, held by third-party members in six LLCs in which we previously held noncontrolling majority ownership interests, as noted in the table below. As a result of these minority ownership purchases, we now own 100% of each of these LLCs and began to account for them on a consolidated basis effective August 1, 2014. Prior to August 1, 2014, these LLCs were accounted for on an unconsolidated basis pursuant to the equity method. Name of LLC/LP Ownership prior to minority interest purchase Property Owned by LLC DVMC Properties 90 % Desert Valley Medical Center Santa Fe Scottsdale 90 % Santa Fe Professional Plaza PCH Medical Properties 85 % Rosenberg Children’s Medical Plaza Sierra Medical Properties 95 % Sierra San Antonio Medical Plaza PCH Southern Properties 95 % Phoenix Children’s East Valley Care Center 3811 Bell Medical Properties 95 % North Valley Medical Plaza Below are the condensed combined statements of income (unaudited) for the LLCs accounted for under the equity method at September 30, 2015 and 2014. The data for the three months ended September 30, 2014, includes the financial results for the six above-mentioned LLCs that we began to account for on a consolidated basis as of August 1, 2014, as discussed above, for the one-month period ended July 31, 2014 (during which they were accounted for under the equity method). The data for the nine months ended September 30, 2014, includes the financial results for the six above-mentioned LLCs for the seven month period of January through July, 2014 (during which they were accounted for under the equity method). Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 (b.) 2015 2014 (b.) (amounts in thousands) Revenues $ 3,638 $ 3,905 $ 10,799 $ 13,828 Operating expenses 1,461 1,691 4,194 5,826 Depreciation and amortization 634 626 1,788 2,401 Interest, net 656 862 1,907 3,541 Net income $ 887 $ 726 $ 2,910 $ 2,060 Our share of net income (a.) $ 561 $ 499 $ 1,826 $ 1,771 (a.) Our share of net income for the three and nine months ended September 30, 2014 includes interest income earned by us on various advances made to LLCs of approximately $122,000 and $834,000, respectively. There were no advances outstanding during the first nine months of 2015, therefore there was no interest income earned by us for the three or nine months ended September 30, 2015. (b.) As mentioned above, we began to account for six LLCs on a consolidated basis as of August 1, 2014. Prior to August 1, 2014, the financial results of these entities were accounted for under the equity method on an unconsolidated basis. The three months ended September 30, 2014, include the financial results of the six mentioned LLCs for one month ended July 31, 2014 and the nine months ended September 30, 2014, include the financial results of the six mentioned LLCs for seven months ended July 31, 2014. Below are the condensed combined balance sheets (unaudited) for the five above-mentioned LLCs in which we hold noncontrolling ownership interests and that were accounted for under the equity method as of September 30, 2015 and December 31, 2014: September 2015 December 31, 2014 (amounts in thousands) Net property, including CIP $ 61,625 $ 62,450 Other assets 5,608 7,367 Total assets $ 67,233 $ 69,817 Liabilities $ 2,686 $ 3,348 Mortgage notes payable, non-recourse to us 51,707 52,728 Equity 12,840 13,741 Total liabilities and equity $ 67,233 $ 69,817 Our share of equity in LLCs $ 7,811 $ 8,605 As of September 30, 2015, and December 31, 2014, aggregate principal amounts due on mortgage notes payable by unconsolidated LLCs, which are accounted for under the equity method and are non-recourse to us, are as follows (amounts in thousands): Mortgage Loan Balance (a.) Name of LLC 9/30/2015 12/31/2014 Maturity Date Arlington Medical Properties (b.) $ 22,685 $ 23,287 October, 2015 FTX MOB Phase II 5,458 5,548 August, 2017 Grayson Properties 14,725 14,893 September, 2021 Brunswick Associates 8,839 9,000 December, 2024 $ 51,707 $ 52,728 (a.) All mortgage loans, other than construction loans, require monthly principal payments through maturity and include a balloon principal payment upon maturity. (b.) In October, 2015, we borrowed an additional $22.8 million under our Credit Agreement to repay this outstanding third-party mortgage loan on its scheduled maturity date. These funds were advanced as a member loan to Arlington Medical Properties, LLC pursuant to a short-term, 5.29% fixed rate note with a scheduled maturity date of April 10, 2016. Pursuant to the operating and/or partnership agreements of most of the five LLCs in which we continue to hold non-controlling majority ownership interests, the third-party member and the Trust, at any time, have the right to make an offer (“Offering Member”) to the other member(s) (“Non-Offering Member”) in which it either agrees to: (i) sell the entire ownership interest of the Offering Member to the Non-Offering Member (“Offer to Sell”) at a price as determined by the Offering Member (“Transfer Price”), or; (ii) purchase the entire ownership interest of the Non-Offering Member (“Offer to Purchase”) at the equivalent proportionate Transfer Price. The Non-Offering Member has 60 to 90 days to either: (i) purchase the entire ownership interest of the Offering Member at the Transfer Price, or; (ii) sell its entire ownership interest to the Offering Member at the equivalent proportionate Transfer Price. The closing of the transfer must occur within 60 to 90 days of the acceptance by the Non-Offering Member. |